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Iteris, Inc. – ‘10-K’ for 3/31/19 – ‘EX-10.5’

On:  Thursday, 6/6/19, at 4:38pm ET   ·   For:  3/31/19   ·   Accession #:  1047469-19-3522   ·   File #:  1-08762

Previous ‘10-K’:  ‘10-K/A’ on 7/30/18 for 3/31/18   ·   Next:  ‘10-K’ on 6/9/20 for 3/31/20   ·   Latest:  ‘10-K’ on 6/29/23 for 3/31/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/06/19  Iteris, Inc.                      10-K        3/31/19   78:13M                                    Toppan Merrill-FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.14M 
 4: EX-10.20    Material Contract                                   HTML     95K 
 5: EX-10.21    Material Contract                                   HTML     54K 
 6: EX-10.22    Material Contract                                   HTML     51K 
 2: EX-10.5     Material Contract                                   HTML     27K 
 3: EX-10.6     Material Contract                                   HTML     57K 
 7: EX-23       Consent of Experts or Counsel                       HTML     22K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     24K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     24K 
18: R1          Document and Entity Information                     HTML     56K 
19: R2          Consolidated Balance Sheets                         HTML    109K 
20: R3          Consolidated Balance Sheets (Parenthetical)         HTML     45K 
21: R4          Consolidated Statements of Operations               HTML     87K 
22: R5          Consolidated Statements of Stockholders' Equity     HTML     69K 
23: R6          Consolidated Statements of Cash Flows               HTML    123K 
24: R7          Description of Business and Summary of Significant  HTML    157K 
                Accounting Policies                                              
25: R8          Supplementary Financial Information                 HTML    275K 
26: R9          Sale of Vehicle Sensors                             HTML     27K 
27: R10         Fair Value Measurements                             HTML    140K 
28: R11         Income Taxes                                        HTML    194K 
29: R12         Commitments and Contingencies                       HTML     45K 
30: R13         Stockholders' Equity                                HTML     36K 
31: R14         Employee Benefit Plans                              HTML    189K 
32: R15         Stock Repurchase Program                            HTML     27K 
33: R16         Investments                                         HTML     85K 
34: R17         Business Segments, Significant Customer and         HTML    176K 
                Geographic Information                                           
35: R18         Quarterly Financial Data (Unaudited)                HTML    101K 
36: R19         Description of Business and Summary of Significant  HTML    224K 
                Accounting Policies (Policies)                                   
37: R20         Description of Business and Summary of Significant  HTML    104K 
                Accounting Policies (Tables)                                     
38: R21         Supplementary Financial Information (Tables)        HTML    291K 
39: R22         Fair Value Measurements (Tables)                    HTML    136K 
40: R23         Income Taxes (Tables)                               HTML    193K 
41: R24         Commitments and Contingencies (Tables)              HTML     38K 
42: R25         Stockholders' Equity (Tables)                       HTML     32K 
43: R26         Employee Benefit Plans (Tables)                     HTML    190K 
44: R27         Investments (Tables)                                HTML     83K 
45: R28         Business Segments, Significant Customer and         HTML    177K 
                Geographic Information (Tables)                                  
46: R29         Quarterly Financial Data (Unaudited) (Tables)       HTML    101K 
47: R30         Description of Business and Summary of Significant  HTML    151K 
                Accounting Policies (Details)                                    
48: R31         Supplementary Financial Information - Inventories   HTML     58K 
                , Property and Equipment (Details)                               
49: R32         Supplementary Financial Information - Intangible    HTML     56K 
                Assets (Details)                                                 
50: R33         Supplementary Financial Information - Future        HTML     37K 
                Estimated Amortization Expense (Details)                         
51: R34         Supplementary Financial Information - Goodwill      HTML     39K 
                (Details)                                                        
52: R35         Supplementary Financial Information - Warranty      HTML     31K 
                Reserve Activity (Details)                                       
53: R36         Supplementary Financial Information - Earnings      HTML     60K 
                (loss) Per Share (Details)                                       
54: R37         Supplementary Financial Information - Earnings      HTML     30K 
                (loss) Per Share Excluded weighted average                       
                (Details)                                                        
55: R38         Sale of Vehicle Sensors (Details)                   HTML     49K 
56: R39         Fair Value Measurements (Details)                   HTML     58K 
57: R40         Income Taxes - Components of current and deferred   HTML     54K 
                federal and state income tax (Benefits) Provision                
                (Details)                                                        
58: R41         Income Taxes - Reconciliation and Components        HTML    102K 
                (Details)                                                        
59: R42         Income Taxes - Federal and State tax credit         HTML     52K 
                carryforwards (Details)                                          
60: R43         Income Taxes - Tax Cuts and Jobs Act (Details)      HTML     36K 
61: R44         Income Taxes - Unrecognized Tax Benefits (Details)  HTML     48K 
62: R45         Commitments and Contingencies (Details)             HTML     76K 
63: R46         Stockholders' Equity (Details)                      HTML     50K 
64: R47         Employee Benefit Plans (Details)                    HTML    189K 
65: R48         Employee Benefit Plans - Stock Based Compensation   HTML     44K 
                (Details)                                                        
66: R49         Employee Benefit Plans - Stock options granted      HTML     40K 
                (Details)                                                        
67: R50         Employee Benefit Plans - Employee Incentive         HTML     32K 
                Programs (Details)                                               
68: R51         Employee Benefit Plans - Other Stock-Based          HTML     45K 
                Compensation Plans (Details)                                     
69: R52         Stock Repurchase Program (Details)                  HTML     50K 
70: R53         Investments (Details)                               HTML     37K 
71: R54         Business Segments, Significant Customer and         HTML     79K 
                Geographic Information - Business Segments                       
                (Details)                                                        
72: R55         Business Segments, Significant Customer and         HTML     42K 
                Geographic Information - Reconciliation of Total                 
                Segment (Details)                                                
73: R56         Business Segments, Significant Customer and         HTML     36K 
                Geographic Information - Concentration Risk                      
                (Details)                                                        
74: R57         Business Segments, Significant Customer and         HTML     33K 
                Geographic Information - Percentage of Revenue by                
                Geographic region (Details)                                      
75: R58         Quarterly Financial Data (Unaudited) (Details)      HTML     42K 
77: XML         IDEA XML File -- Filing Summary                      XML    131K 
76: EXCEL       IDEA Workbook of Financial Reports                  XLSX     92K 
12: EX-101.INS  XBRL Instance -- iti-20190331                        XML   3.39M 
14: EX-101.CAL  XBRL Calculations -- iti-20190331_cal                XML    186K 
17: EX-101.DEF  XBRL Definitions -- iti-20190331_def                 XML    613K 
15: EX-101.LAB  XBRL Labels -- iti-20190331_lab                      XML   1.53M 
16: EX-101.PRE  XBRL Presentations -- iti-20190331_pre               XML   1.03M 
13: EX-101.SCH  XBRL Schema -- iti-20190331                          XSD    152K 
78: ZIP         XBRL Zipped Folder -- 0001047469-19-003522-xbrl      Zip    211K 


‘EX-10.5’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]




Exhibit 10.5

SECOND AMENDMENT TO LEASE This SECOND AMENDMENT TO LEASE ("Amendment") is made as of September ., , 2014, between RREF II FREEWAY ACQUISITIONS, LLC, a Delaware limited liability company ("Landlord"), and ITERIS, INC., a Delaware corporation ("Tenant"), with reference to the following: RECITALS A. Tenant and Landlord's predecessor-in-interest, Crown Carnegie Associates, LLC, a Delaware limited liability company ("Crown") are parties to that certain Office Lease, dated as of May 24, 2007 ("Original Lease"), pursuant to which Tenant leased from Crown certain office space within the office building at 1700 E. Carnegie Avenue, Suites 100 & 200, Santa Ana, California, as more particularly described in the Lease ("Premises") within the complex known as Freeway Corporate Park ("Development"); B. Landlord acquired the Development, including the Premises, from Crown on or about May 30, 2013; C. Landlord and Tenant amended the Original Lease pursuant to that certain First Amendment to Lease, dated February 21, 2014 ("First Amendment", and collectively with the Original Lease, the "Lease"); and D. Landlord and Tenant desire to further amend the Lease upon the terms and conditions set forth herein. NOW, THEREFORE, for good, valuable and sufficient consideration received, Landlord and Tenant hereby agree as follows: Terms. All capitalized terms used but not defined herein shall have the meaning given to 1. them in the Lease. 2. Parking Spaces; Fenced Area. The Fenced Area, as defined in Section 8.3 of the Original Lease, shall be increased by four (4) parking spaces for use by another tenant within the Building, Bendix Commercial Vehicle Systems, LLC ("Bendix"). Bendix shall also be assigned two (2) ofthe eighteen (18) existing spaces within the fenced area. Except as maybe otherwise agreed between Tenant and Bendix (and subject to Landlord approval), Tenant shall continue to have the right to use only sixteen (16) parking spaces within the Fenced Area. The expansion of the Fenced Area shall be made at Bendix's sole cost and expense. Tenant shall provide Bendix with access to the Fenced Area. Exhibit F to the Original Lease depicting the Fenced Area, Test Lane, Test Target Area and the Parking Lot is hereby deleted and replaced with attached Exhibit f. All other terms related to parking spaces and the Parking Lot remain unchanged. 3. Lease Unchanged and Complete. Except as changed by this Amendment, the Lease remains unchanged and contains the entire agreement of Landlord and Tenant with respect to the Premises. Landlord and Tenant each represent and warrant it does not believe or claim there are 1 9010\091\iteris\2nd am to lease-3.doc

 

any oral or written agreements between Landlord and Tenant relating to the Premises, and that it is not relying on any agreements relating to the Premises, other than those agreements contained in the Lease as amended by this Amendment. 4. Authority.Each person signing this Amendment on behalf of Landlord or Tenant represents and warrants that that party has duly authorized him or her to execute and deliver this Amendment and by so doing to bind that party. 5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall constitute one and the same instrument. [Signatures on following page] 2 9010\091\iteris\2nd am to lease-3.doc

 

IN WTINESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date first set forth above. "LANDLORD" RREF IIFREEWAY ACQUISITIONS, LLC, a Delaware limited liability company RREF IT REI, LP, a Delaware limited partnership, its Sole Member By: By: Rialto Partners GP II, LLC, a Delaware limited liability company, its General Partner · By: Rialto Capital Advisors, LLC, a Delaware limited liability company, its Attorney in fact By: , Name: _;"'=b;...;:\....:J...!....!C:::::l:.r.!.....=: +---­ _ lr ehx" Title: "TENANT" ITERIS, INC., a Delaware corporation Assistant Secretary 3 9010\091\iteris\2nd am to lease-3.doc

 

"Exhibit F" Silt PLIM A-0.4

 



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:6/6/19
For Period end:3/31/19
2/21/14
5/30/13
5/24/074
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/29/23  Iteris, Inc.                      10-K        3/31/23   86:8.1M                                   Workiva Inc Wde… FA01/FA
 6/01/22  Iteris, Inc.                      10-K        3/31/22  104:11M                                    Workiva Inc Wde… FA01/FA
 6/07/21  Iteris, Inc.                      10-K/A      3/31/21  104:11M                                    Workiva Inc Wde… FA01/FA
 6/01/21  Iteris, Inc.                      10-K        3/31/21  107:16M
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Filing Submission 0001047469-19-003522   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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