Exhibit
10.2


 


FIRST
AMENDMENT TO LEASE


 


THIS
FIRST AMENDMENT TO LEASE (“Agreement”) is made and entered into this
        day of February, 2004 between EPICOR SOFTWARE CORPORATION, a Delaware
corporation (“Sublandlord”) and PIXELWORKS, INC.,
an Oregon corporation (“Subtenant”).


 


WHEREAS,
by Lease Agreement dated October 6, 1995, COPPER MOUNTAIN
TRUST CORPORATION AS TRUSTEE FOR QUEST GROUP TRUST VI  (“Landlord”) leased to Sublandlord, on
a full service basis, office space (the “Premises”) consisting of a portion of
the building commonly known as Lakeside Center located at 8100 SW Nyberg Road,
Tualatin, Oregon 97062 (the “Building”), as amended by that certain Addendum to
the Lease dated October 1, 1995, that certain Addendum A dated March 15, 1999,
that certain Second Amendment dated December 13, 2000, and that certain Third
Amendment dated February 2, 2001, and that certain Third [sic Fourth] Amendment dated August 20,
2001 (collectively, the “Master Lease”, attached hereto and made a part hereof
as Exhibit A).   The Master Lease
expires on February 28, 2006.   Unless otherwise indicated herein, the terms
defined in the Lease Agreement shall have the same meanings when used herein;
and


 


WHEREAS,
Sublandlord and Subtenant did enter into a certain sublease agreement dated
September 7th, 2001 (the “Subease
Agreement”) under the terms of which Subtenant is currently leasing from
Sublandlord approximately 14,679 rentable square feet consisting of the entire
third floor of the Building (the “Original Premises”). Unless otherwise
indicated herein, the terms defined in the Sublease Agreement shall have the
same meanings when used herein; and


 


WHEREAS, Subtenant, pursuant to Section 9 of the
Sublease Agreement, has exercised its option to expand the Original Premises
(“Option to Expand”) to include Sublandlord’s premises on the second floor of
the Building (Suite 203) consisting of 2,870 rentable square feet (the “Second
Floor Expansion Premises”) and Sublandlord’s premises on the fourth floor of
the Building (Suite 400) consisting of 14,679 square feet (the “Fourth Floor
Expansion Premises”; collectively, the “Expansion Premises”);


 


NOW,
THEREFORE, in consideration of the Expansion Premises and mutual covenants and
conditions contained herein, it is hereby agreed that the Sublease Agreement
shall be, and is hereby amended as follows:


 


1.                                       Expansion Premises.  Subject to the terms and conditions of this
First Amendment and the Sublease Agreement, Sublandlord hereby subleases to
Subtenant and Subtenant hereby subleases from Sublandlord a portion of the
Premises consisting of a portion of the second floor and the entire fourth
floor of the Building as more particularly shown in Exhibit A attached hereto
and made a part hereof (the “Expansion Premises”).   The size of the Sublease Premises shall be amended to 32,228
rentable square feet.


 


2.                                       Expansion Premises Term and Commencement.  The
term of for the Expansion Premises shall be approximately twenty-two (22)
months in length with a commencement date of May 5, 2004 (“Expansion Effective
Date”) and a fixed expiration date of February 28, 2006.


 


3.                                       Delivery and Possession.


 


(a)          Fourth Floor Expansion Premises.  Sublandlord shall deliver the Fourth Floor
Expansion Premises to Subtenant on the Expansion Effective Date.  Further, Subtenant shall not be allowed any
early access to the Fourth Floor Expansion


 

















 


Premises (in contrast to the Original Premises as described in paragraph
2 of the Sublease Agreement), provided however, that Sublandlord, upon
reasonable advance notice from Subtenant to Sublandlord, agrees to make the
Fourth Floor Expansion Premises reasonably accessible to Subtenant and
Subtenant’s employees and agents so that Subtenant may make arrangements for it
use of the Fourth Floor Expansion Premises.


 


(b)         Second Floor Expansion Premises.   Sublandlord shall deliver the Second Floor
Expansion Premises to Subtenant on the later of the date of full execution of
this Agreement and the date written approval of this Agreement is received from
Landlord.    Regardless of the actual
date of Subtenant’s occupancy of the Second Floor Expansion Premises, Subtenant
shall not be required to pay rent on any of the Expansion Premises prior to May
5, 2004.


 


4.                                       Base Rent.   The Base Rent schedule
contained in paragraph 5 of the Sublease Agreement shall be amended as follows:


 


	
  Months

  	
   

  	
  Annual
  Base Rent/SF

  	
   

  	
  Base
  Rent/Month

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 5, 2004 –

  December 31, 2004:

  	
   

  	
  $

  	
  23.20

  	
   

  	
  $

  	
  62,307.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  January 1, 2005
  –

  February 28, 2006:

  	
   

  	
  $

  	
  24.00

  	
   

  	
  $

  	
  64,456.00

  	
   

  



 


5.                                       Operating Expenses and Taxes.  
Paragraph 6 of the Sublease Agreement shall be amended to state that
Subtenant’s “proportionate share” of Operating Expenses is 58.16%.


 


6.                                       Leasehold Improvements.  
Sublandlord shall not be required to provide a tenant improvement
allowance for the Expansion Premises.


 


7.                                       Security Deposit.   On
or prior to the Expansion Delivery Date, Subtenant shall submit to Sublandlord
an additional security deposit of $33,928.06 for a total security deposit of
$59,861.07.


 


8.                                       Brokerage Commissions.  
Sublandlord shall not be required to pay a brokerage commission to any
party for representing Subtenant in connection with this First Amendment or the
leasing of the Expansion Premises.   Subtenant
warrants that it has dealt with no real estate broker or agent in connection
with this Sublease Agreement and Subtenant agrees to indemnify and hold
Sublandlord harmless from any cost, expense or liability (including reasonable
attorneys’ fees) for any compensation, commission or charges claimed by any
other real estate broker or agent employed or claiming to represent or to have
been employed by Subtenant in connection with the negotiation of this Sublease
Agreement.


 


2

















 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective the day and year first above written.


 


 


	
  AGREED AND ACCEPTED:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUBLANDLORD:

  	
   

  	
  SUBTENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EPICOR SOFTWARE CORPORATION

  	
   

  	
  PIXELWORKS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  
								



 


3