Lease

EXHIBIT 10.22


LEASE


FROM:


MACK-CALI REALTY, L.P.


LESSOR


TO:


LESSEE


MOVADO GROUP, INC.


BUILDING:


MACK CENTRE II
ONE MACK DRIVE
PARAMUS, NEW JERSEY


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TABLE OF CONTENTS


1. DESCRIPTION:.........................................................................3
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2. TERM:................................................................................3
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3. BASIC RENT:..........................................................................3
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4. USE AND OCCUPANCY:...................................................................3
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5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:...........................................3
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6. ALTERATIONS, ADDITIONS OR IMPROVEMENTS:..............................................6
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7. ACTIVITIES INCREASING FIRE INSURANCE RATES:..........................................6
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8. ASSIGNMENT AND SUBLEASE:.............................................................6
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9. COMPLIANCE WITH RULES AND REGULATIONS:..............................................10
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10. DAMAGES TO BUILDING:................................................................10
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11. EMINENT DOMAIN:.....................................................................11
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12. INSOLVENCY OF LESSEE:...............................................................11
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13. LESSOR'S REMEDIES ON DEFAULT:.......................................................11
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14. DEFICIENCY:.........................................................................12
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15. SUBORDINATION OF LEASE:.............................................................12
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16. INTENTIONALLY OMITTED:..............................................................13
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17. RIGHT TO CURE LESSEE'S BREACH:......................................................13
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18. MECHANIC'S LIENS:...................................................................13
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19. RIGHT TO INSPECT AND REPAIR:........................................................13
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20. SERVICES TO BE PROVIDED BY LESSOR/LESSOR'S EXCULPATION:.............................13
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21. INTERRUPTION OF SERVICES OR USE:....................................................14
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22. BUILDING STANDARD OFFICE ELECTRICAL SERVICE:........................................14
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23. ADDITIONAL RENT:....................................................................18
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24. LESSEE'S ESTOPPEL:..................................................................22
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25. HOLDOVER TENANCY:...................................................................22
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26. RIGHT TO SHOW PREMISES:.............................................................23
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27. LESSOR'S WORK - LESSEE'S DRAWINGS:..................................................23
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28. WAIVER OF TRIAL BY JURY:............................................................23
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29. LATE CHARGE:........................................................................23
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30. LESSEE'S INSURANCE:.................................................................24
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31. NO OTHER REPRESENTATIONS:...........................................................25
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32. QUIET ENJOYMENT:....................................................................25
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33. INDEMNITY:..........................................................................26
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34. ARTICLE HEADINGS:...................................................................26
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35. APPLICABILITY TO HEIRS AND ASSIGNS:.................................................26
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36. OUTSIDE PARKING SPACES:.............................................................27
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37. LESSOR'S LIABILITY FOR LOSS OF PROPERTY:............................................27
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38. PARTIAL INVALIDITY:.................................................................27
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39. LESSEE'S BROKER:....................................................................27
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40. PERSONAL LIABILITY:.................................................................27
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41. NO OPTION:..........................................................................28
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42. DEFINITIONS:........................................................................28
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43. LEASE COMMENCEMENT:.................................................................
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44. NOTICES:............................................................................29
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45. ACCORD AND SATISFACTION:............................................................29
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46. EFFECT OF WAIVERS:..................................................................29
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47. LEASE CONDITION:....................................................................29
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48. MORTGAGEE'S NOTICE AND OPPORTUNITY TO CURE:.........................................29
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49. LESSOR'S RESERVED RIGHT:............................................................30
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50. CORPORATE AUTHORITY:................................................................30
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51. AFTER-HOURS USE:....................................................................30
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52. LESSOR'S REPRESENTATIONS:...........................................................31
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LEASE, is made the 21 day of December, 2000 between MACK-CALI REALTY, L.P. ("Lessor") whose address is c/o Mack-Cali Realty Corporation, 11 Commerce Drive, Cranford, New Jersey 07016 and MOVADO GROUP, INC. ("Lessee") whose address is 125 Chubb Avenue, Lyndhurst, New Jersey 07071.


PREAMBLE


BASIC LEASE PROVISIONS AND DEFINITIONS


In addition to other terms elsewhere defined in this Lease, the following terms whenever used in this Lease shall have only the meanings set forth in this section, unless such meanings are expressly modified, limited or expanded elsewhere herein.


1. ADDITIONAL RENT shall mean all sums in addition to Fixed Basic Rent
payable by Lessee to Lessor pursuant to the provisions of the Lease.


2. BASE PERIOD COSTS shall mean the following:


A. Base Operating Costs: Those Operating Costs incurred during the
period from July 1, 2001 to June 30, 2002.


B. Base Real Estate Taxes: Those Real Estate Taxes incurred during
the period from July 1, 2001 to June 30, 2002.


C. Base Utility and Energy Costs: Those Utility and Energy Costs
incurred during the period from July 1, 2001 to June 30, 2002.


Notwithstanding the foregoing Base Period Costs, Lessee shall have no
obligation to pay Lessee's Percentage (as hereinafter defined) of the
increased cost to Lessor over the Base Period Costs, during the first
lease year of the Term.


3. BUILDING shall mean Mack-Cali Centre II, located One Mack Drive,
Paramus, New Jersey.


4. BUILDING HOLIDAYS shall be those shown on Exhibit E.


5. BUILDING HOURS shall be Monday through Friday, 8:00 a.m. to 6:00 p.m.,
and on Saturdays from 8:00 a.m. to 1:00 p.m., but excluding those
holidays as set forth on Exhibit E attached hereto and made a part
hereof, except that Common Facilities, lighting in the Building and
Office Building Area shall be maintained for such additional hours as,
in Lessor's sole judgement, is necessary or desirable to insure proper
operating of the Building and Office Building Area, and, further,
notwithstanding the foregoing Building Hours, Lessee shall have access
to the Building, Office Building Area and the Premises with all Common
Facilities, lighting and HVAC for after-hours use, in accordance with
Article 51 hereof.


6. COMMENCEMENT DATE is July 1, 2001.


7. DEMISED PREMISES OR PREMISES shall be deemed to be 20,000 gross rentable
square feet on the third (3rd) floor as shown on Exhibit A hereto, which
includes an allocable share of the Common Facilities as defined in
Article 42(b).


8. EXHIBITS shall be the following, attached to this Lease and incorporated
herein and made a part hereof.


Rider A Option to Extend
Rider B Right of First Offer
Exhibit A Location of Premises
Exhibit A-1 Office Building Area
Exhibit B Rules and Regulations
Exhibit C Lessee's Work
Exhibit C-1 Air Conditioning &
Heating Design Standards
Exhibit D Cleaning Services
Exhibit E Building Holidays
Exhibit F Tenant Estoppel Certificate
Exhibit G Commencement Date Agreement


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9. EXPIRATION DATE shall be June 30, 2013.


10. FIXED BASIC RENT shall mean the amounts set forth below, for the Term
payable, commencing on the Commencement Date (July 1, 2001), as follows:


Lease Years Yearly Rate: Monthly Installment: 1-4 $495,000.00 $41,250.00 5-8 $535,000.00 $44,583.33 9-12 $575,000.00 $47,916.67


11. LESSEE'S BROKER shall mean Alexander Summer LLC.


12. LESSEE'S PERCENTAGE shall be 5.74% subject to adjustment as provided for
in Article 42(d).


13. OFFICE BUILDING AREA is as set forth on Exhibit A-1.


14. PARKING SPACES shall mean a total of two hundred twenty-nine (229)
spaces, of which twenty-nine (29) spaces shall be assigned (14 in front
of the Building and 15 in the rear) and marked as set forth on Exhibit
A-1 and two hundred (200) of which shall be unassigned.


15. PERMITTED USE shall be general office use and for no other purpose,
provided that Lessee shall also be permitted to maintain a customer
service window for drop-off and pick- up of watches and may also use
part of the Premises for a "Company store."


16. SECURITY DEPOSIT shall be none.


17. TERM shall mean twelve (12) years from the Commencement Date, unless
extended pursuant to any option contained herein.


18. LESSEE'S CONSTRUCTION PERIOD shall be defined as the period of time
prior to the Commencement Date in which the Lessee takes possession of
the Premises in order to complete Lessee's Construction in accordance
with Exhibit C attached hereto and made part hereof. Lessee's
Construction Period shall commence on the date of full execution and
delivery of this Lease, and end at 11:59 p.m. on June 30, 2001. All
terms and conditions contained in the Lease, except for those applicable
to the payment of Fixed Basic Rent and Additional Rent, shall apply
during Lessee's Construction Period.


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W I T N E S S E T H


For and in consideration of the covenants herein contained, and upon the terms and conditions herein set forth, Lessor and Lessee agree as follows:


1. DESCRIPTION:


Lessor hereby leases to Lessee, and Lessee hereby hires from Lessor, the
Premises as defined in the Preamble which includes an allocable share of
the Common Facilities (together with the non-exclusive right to use the
Common Facilities as described below), as shown on the plan or plans,
initialed by the parties hereto, marked Exhibit A attached hereto and
made part of this Lease in the Building as defined in the Preamble,
(hereinafter called the "Building") which is situated on that certain
parcel of land (hereinafter called "Office Building Area") as described
on Exhibit A-1 attached hereto and made part of this Lease, together
with the right to use in common with other lessees of the Building,
their invitees, customers and employees, those public areas of the
Common Facilities as hereinafter defined. The Premises are a portion of
a larger premises, as shown on Exhibit A (the "Larger Premises"), and
Lessee shall have the right to use said Larger Premises during the Term.
All terms and conditions contained in this Lease, except for those
applicable to the payment of Fixed Basic Rent and Additional Rent, shall
apply to Lessee's use of the Larger Premises.*


2. TERM:


The Premises are leased for a term to commence on the Commencement Date,
and to end at 12:00 midnight on the Expiration Date, all as defined in
the Preamble.


3. BASIC RENT:


The Lessee shall pay to the Lessor during the Term, the Fixed Basic Rent
as defined in the Preamble (hereinafter called "Fixed Basic Rent")
payable in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and
private debts. The Fixed Basic Rent shall accrue at the Yearly Rate as
defined in the Preamble and shall be payable, in advance, on the first
day of each calendar month during the Term at the Monthly Installments
as defined in the Preamble, except that a proportionately lesser sum may
be paid for the first and last months of the Term of this Lease if the
Term commences on a day other than the first day of the month, in
accordance with the provisions of this Lease herein set forth. Lessor
acknowledges receipt from Lessee of the first monthly installment by
check, subject to collection, for Fixed Basic Rent for the first month
of the Lease Term. Lessee shall pay Fixed Basic Rent, and any Additional
Rent as hereinafter provided, to Lessor at Lessor's above stated
address, or at such other place as Lessor may designate in writing,
without demand and without counterclaim, deduction or set off, except as
otherwise expressly set forth herein.*


4. USE AND OCCUPANCY:


Lessee shall use and occupy the Premises for the Permitted Use as
defined in the Preamble.


Lessee hereby acknowledges that it is necessary and reasonable to
prevent smoking by Lessee, Lessee's employees, agents and invitees in
unauthorized areas of the Building or Common Facilities in violation of
relevant fire and safety laws and regulations and to prevent fire
hazards within the Premises.*


5. CARE AND REPAIR OF PREMISES/ENVIRONMENTAL:


(a) Lessee shall commit no act of waste and shall take good care of the
Premises and the fixtures and appurtenances therein (except for any
repairs and maintenance to be performed by Lessor hereunder), and shall,
in the use and occupancy of the Premises, conform to all laws, orders
and regulations of the federal, state and municipal governments or any
of their


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departments affecting Lessee's use of the Premises and with any and all
environmental laws, orders and regulations resulting from the Lessee's
use of the Premises, this covenant to survive the expiration or sooner
termination of the Lease. Lessor shall, subject to the same being
included in Operating Costs, make all necessary repairs to the Premises,
Common Facilities and the structural elements of the Building, the
Building Systems and all capital repairs to the Building and to the
assigned parking areas, if any, except where the repair has been made
necessary by misuse or neglect by Lessee or Lessee's agents, servants,
visitors or licensees, in which event Lessor shall nevertheless make the
repair but Lessee shall pay to Lessor, as Additional Rent, immediately
upon demand, the reasonable costs therefor. All improvements made by
Lessee to the Premises (excluding Lessee's improvements described in the
next sentence), which are so attached to the Premises, shall become the
property of Lessor upon installation. Not later than the last day of the
Term, Lessee shall, at Lessee's expense, remove all Lessee's personal
property and those improvements made by Lessee which have not become the
property of Lessor, including trade fixtures, cabinetwork, movable
paneling, partitions and the like; repair all injury done by or in
connection with the installation or removal of said property and
improvements; and surrender the Premises in good condition, reasonable
wear and damage by fire, the elements, casualty or other cause not due
to the misuse or neglect by Lessee, Lessee's agents, servants, visitors
or licensees excepted. All other property of Lessee remaining on the
Premises after the last day of the Term of this Lease shall be
conclusively deemed abandoned and may be removed by Lessor, and Lessee
shall reimburse Lessor for the reasonable cost of such removal. Lessor
may have any such property stored at Lessee's risk and expense.*


ENVIRONMENTAL


(b) COMPLIANCE WITH ENVIRONMENTAL LAWS. Lessee shall, at Lessee's
own expense, promptly comply with each and every federal, state,
county and municipal environmental law, ordinance, rule,
regulation, order, directive and requirement, now or hereafter
existing ("Environmental Laws"), applicable to Lessee, Lessee's
operations at the Premises, or all of them.*


(c) ISRA COMPLIANCE. Lessee shall, at Lessee's own expense, comply
with the Industrial Site Recovery Act, N.J.S.A. 13:1K-6 et seq.,
the regulations promulgated thereunder and any amending and
successor legislation and regulations ("ISRA") relating to
Lessee's use of the Premises.*


(d) INFORMATION TO LESSOR. At no expense to Lessor, Lessee shall
promptly provide all information and sign all documents
reasonably requested by Lessor with respect to compliance with
Environmental Laws.*


(e) LESSOR AUDIT. Lessee shall permit Lessor and its representatives
access to the Premises, from time to time, upon at least five
(5) days prior written notice, at mutually convenient times, to
conduct an environmental assessment, investigation and sampling,
all at Lessor's own expense unless the presence of Contaminants
or a violation of Environmental Laws is disclosed which is the
result of acts or omissions of Lessee or Lessee's
Representatives, in which event the environmental assessment,
investigation and/or sampling shall be at Lessee's expense .*


(f) LESSEE REMEDIATION. Should any assessment, investigation or
sampling reveal the existence of any spill, discharge or
placement of Contaminants in, on, under, or about, or migrating
from or onto the Premises, the Building or the Office Building
Area, as a result of the action or omission of Lessee or a
"Lessee Representative", then, Lessee shall, at Lessee's own
expense, in accordance with Environmental Laws, undertake all
action reasonably required by Lessor and/or any governmental
authority, including, without limitation, promptly obtaining and
delivering to Lessor an unconditional No Further Action Letter.
For purposes of this Article, the term "Lessee's Representative"
shall mean any shareholder, officer, director, member, partner,
employee, agent, licensee, assignee, sublessee or invitee of
Lessee, or any third party under Lessee's control other than
Lessor, and other than another lessee of the Building, or a
shareholder, officer, director, member, partner, employee,
agent, licensee, assignee, sublessee or invitee of such other
lessee. In no event shall any of Lessee's remedial action
involve engineering or institutional controls, a groundwater
classification exception area or well restriction area, and
Lessee's remedial action


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shall meet applicable remediation standards for soil, surface
water, groundwater and drinking water. Promptly upon completion
of all required investigatory and remedial activities, Lessee
shall, at Lessee's own expense, to Lessor's reasonable
satisfaction, restore the affected areas of the Premises, the
Building or the Office Building Area, as the case may be, from
any damage or condition caused by the investigatory or remedial
work.*


(g) ENVIRONMENTAL QUESTIONNAIRE. Upon Lessor's request,
contemporaneously with the signing and delivery of this Lease,
and thereafter upon renewal of the lease, if at all, Lessee
shall complete, execute and deliver to Lessor an environmental
questionnaire in form and substance reasonably satisfactory to
Lessor.*


(h) ENVIRONMENTAL DOCUMENTS AND CONDITIONS. For purposes of this
Article, the term "Environmental Documents" shall mean all
environmental documentation concerning the Building or the
Office Building Area, of which the Premises is a part, or its
environs, in the possession or under the control of Lessee,
including, without limitation, plans, reports, correspondence
and submissions. During the term of this Lease and subsequently,
promptly upon receipt by Lessee or Lessee's Representatives,
Lessee shall deliver to Lessor all Environmental Documents
delivered to or generated by or on behalf of Lessee, whether
currently or hereafter existing. In addition, Lessee shall
promptly notify Lessor of any environmental condition of which
Lessee has knowledge, which may exist in, on, under, or about,
or may be migrating from or onto the Building or the Office
Building Area.*


(i) LESSOR'S RIGHT TO PERFORM LESSEE'S OBLIGATIONS. Notwithstanding
anything to the contrary set forth in this Lease, in the event,
pursuant to this Lease, Lessee is required to undertake any
sampling, assessment, investigation or remediation with respect
to the Premises, the Building or the Office Building Area, as
the case may be, then, at Lessor's discretion, if Lessee fails
to do so within then (10) days after written notice from Lessor,
Lessor shall have the right, upon notice to Lessee, to perform
such activities at Lessee's expense, and all reasonable sums
incurred by Lessor shall be paid by Lessee, as Additional Rent.*


(j) INDEMNITY. Lessee shall indemnify, defend and hold harmless
Lessor, Lessor's officers, directors, shareholders, employees
and personal or legal representatives from and against any and
all claims, liabilities, losses, damages, penalties and costs,
foreseen or unforeseen, including, without limitation, counsel,
engineering and other professional or expert fees, which an
indemnified party may incur to the extent resulting from
Lessee's failure to comply with Lessee's obligations under this
Article. Notwithstanding anything to the contrary contained
herein, Less ...