WELLSFORD REAL PROPERTIES, INC.
535 Madison Avenue, 26th Floor
New York, New York 10022
As of July 1, 2001
Mr. Mark Cantaluppi
3 Chambers Place
Randolph, NJ 07869
Dear Mr. Cantaluppi:
We are pleased to offer you employment with Wellsford Real Properties, Inc.
(the "Company"). This letter agreement (this "Agreement") sets forth our
understanding regarding your employment.
1. Duties. The Company hereby employs you as Vice President and Chief
Accounting Officer to perform such services for the Company and its affiliated
entities commensurate with your position as Vice President and Chief Accounting
Officer as may be assigned to you from time to time. You shall devote your full
business time, attention and energies to the performance of your duties
hereunder as requested by the Company from time to time.
2. Term. The term of this Agreement shall commence as of the date hereof
and, unless sooner terminated in accordance with the provisions of this
Agreement, shall continue up to and including, June 30, 2003. The term of this
Agreement may be extended by the written agreement of you and the Company.
3. Salary. For all services rendered by you pursuant to this Agreement, you
shall receive a salary at a rate per annum at least equal to $150,000 to be paid
at such regular intervals, not less frequently than monthly, as the Company may
establish from time to time with respect to its employees generally.
4. Bonuses. You shall also be entitled to minimum bonuses of 50% of your
base salary for 2001 and 2002 and a prorated bonus for 2003. Any bonus payable
to you in excess of the amounts set forth above shall be at the Company's sole
discretion. Any bonus payable to you shall be paid to you within 30 days of the
end of the period for which the bonus is payable.
5. Health Insurance & Benefits. The Company shall provide you with the same
standard health and other insurance coverages as is afforded to all employees of
the Company pursuant to the contributory coverages maintained by the Company
from time to time. You shall also be entitled to participate in the Company's
401(k) Plan consistent with, and subject to, the terms of such plan. The Company
may also provide you with other benefits in accordance with the policies of the
Company in effect from time to time.
6. Expenses. You shall be reimbursed for all reasonable business related
expenses incurred by you at the request of or on behalf of the Company in
connection with the performance of your duties and responsibilities hereunder,
consistent with, and subject to, the Company's policies for expense
reimbursement.
7. Termination.
(a) Your employment hereunder may be terminated by the Company (i) for
Cause (as defined below) or (ii) for any reason other than Cause,
(b) "Cause" shall mean (i) you have committed fraud, willful misconduct or
gross negligence in the performance of your obligations hereunder, (ii) you
shall be convicted of a felony or (iii) you shall violate any of the terms,
covenants or conditions of this Agreement.
8. Results of Termination.
(a) If your employment under this Agreement is terminated by the Company by
reason of Cause or as a result of your disability (as determined in the
reasonable discretion of the Company) or as a result of your death or by you for
any reason (other than as provided for in subparagraph 8 (c) below) you shall
not be entitled to receive salary for periods following termination. In the case
of termination by reason of Cause you shall not be entitled to receive any
portion of any unpaid bonus. In the case of termination as a result of your
disability or death you shall receive a pro rata portion of any minimum bonus
payable to you pursuant to Paragraph 4 hereof only with respect to the calendar
year in which the termination occurs.
(b) If your employment under this Agreement is terminated by the Company
other than by reason of Cause or your death or disability, you shall be entitled
to receive a lump sum payment equal to the sum of twice the amount of your then
annual salary and a pro rata portion of any minimum bonus payable to you
pursuant to Paragraph 4 hereof only with respect to the calendar year in which
the termination occurs in lieu of any salary, bonus or other compensation which
you would otherwise be entitled to under this Agreement. Such amount shall be
paid within 60 days of the effective date of termination.
(c) If you terminate your employment hereunder following a "change in
control of the Company" (as described below) and provided you have not been
offered "comparable employment" (as defined below) within 60 days after the
event resulting in the change in control of the Company you shall be entitled to
receive a lump sum payment equal to the sum of twice the amount of your annual
salary for the calendar year in which the event resulting in the change in
control of the Company occurs and a pro rata portion of any minimum bonus
payable to you pursuant to Paragraph 4 hereof only with respect to the calendar
year in which the termination occurs in lieu of any salary, bonus or other
compensation to which you would otherwise be entitled to under this Agreement.
Such amount shall be paid within 60 days of the effective date of termination.
(d) For purposes of this Agreement, a "change in control of the Company"
shall be deemed to occur if:
(i) the Company merges or consolidates with, or sells all or substantially all
of its assets to, another company (each, a "Transaction"), provided,
however, that a Transaction shall not be deemed to result in a "change in
control of the Company" if (A) immediately prior thereto (1) you are the
other party to the transaction that would otherwise result in a "change in
control of the Company" or (2) you are an executive officer, trustee,
director or more than 5% equity holder of the other party to the
transaction or of any entity, directly or indirectly, controlling such
other party or (B)(1) the shareholders of the Company immediately before
such Transaction own, directly or indirectly, immediately following such
Transaction in excess of sixty-nine percent (69%) of the combined voting
power of the outstanding voting securities of the corporation or other
entity resulting from such Transaction (the "Surviving Corporation") in
substantially the same proportion as their ownership of the voting
securities of the Company immediately before such Transaction and (2) the
individuals who were members of the Company's Board of Directors
immediately prior to the execution of the agreement providing for such
Transaction constitute at least a majority of the members of the board of
directors or the board of trustees, as the case may be, of the Surviving
Corporation, or of a corporation or other entity beneficially directly or
indirectly owning a majority of the outstanding voting securities of the
Surviving Corporation,
(ii) the Company acquires assets of another company or a subsidiary of the
Company merges or consolidates with another company (each, an "Other
Transaction") and (i) the shareholders of the Company, immediately before
such Other Transaction own, directly or indirectly, immediately following
such Other Transaction 69% or less of the combined voting power of the
outstanding voting securities of the corporation or other entity resulting
from such Other Transaction (the "Other Surviving Corporation") in
substantially the same proportion as their ownership of the voting
securities of the Company immediately before such Other Transaction or (ii)
the individuals who were members of the Company's Board of Directors
immediately prior to the execution of the agreement providing for such
Other Transaction constitute less than a majority of the members of the
board of directors or the board of trustees, as the case may be, of the
Other Surviving Corporation, or of a corporation or other entity
beneficially directly or indirectly owning a majority of the outstanding
voting securities of the Other Surviving Corporation, provided, however,
that an Other Transaction shall not be deemed to result in a "change in
control of the Company" if immediately prior thereto the circumstances in
(i)(A)(1) or (i)(A)(2) above exist, or
(iii)any person or entity or group of affiliated persons or entities owns at
any time 30% or more of the outstanding voting securities of the Company,
provided that such person, entity or group shall not be deemed to own 30%
or more of the outstanding voting securities of the Company if the last
event or transaction which results in such ownership is (a) the issuance of
such securities in connection with the sale by the Company of less than all
or substantially all of its assets or (b) the acquisition by the Company of
any such voting securities.
(e) For purposes of this Agreement, you shall be deemed to have received an
offer of "comparable employment" if you receive an offer to continue your
employment for at least the balance of the term covered by this Agreement, with
the same title set forth in Paragraph 1 hereof, pursuant to which you would
perform the same type of duties you had been performing under this Agreement and
at a salary and minimum bonus not less than that provided for in Paragraphs 3
and 4 hereof.
9. Governing Law; Severability. This Agreement shall be governed and
construed in accordance with the laws of the State of New York. If any provision
of this Agreement is determined to be invalid, it shall not affect the validity
or enforceability of any of the other remaining provisions hereof.
10. Entire Agreement. This Agreement sets forth the entire agreement of the
parties and is intended to supersede all prior employment negotiations,
understandings and agree ments. No provision of this Agreement may be waived or
changed, except by a writing signed by the party to be charged with such waiver
or change. Notwithstanding the foregoing, this Agreement is subject to the
policies of the Company in effect from time to time with respect to the terms of
the employment of the Company's employees.
11. Counterparts. This Agreement may be executed in counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute but one and the same agreement.
Please acknowledge your agreement to the foregoing by signing this
Agreement in the space indicated and returning it to the Company.
Very truly yours,
WELLSFORD REAL PROPERTIES, INC.
By: /s/ Edward Lowenthal
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Name: Edward Lowenthal
Title: President
ACCEPTED AND AGREED TO:
/s/ Mark Cantaluppi
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Mark Cantaluppi