Exhibit 10.10
FIFTH MODIFICATION OF EMPLOYMENT AGREEMENT
AGREEMENT, made as of the 1st day of January, 2003, by and between
PRESIDENTIAL REALTY CORPORATION, a Delaware corporation having offices at 180
South Broadway, White Plains, New York 10605 (the "Company") and ELIZABETH
DELGADO, residing at 90 Ramsey Avenue, Yonkers, New York 10701 (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company and Employee have entered into an Employment Contract
dated as of January 1, 1989, (the "Employment Agreement"), which Employment
Agreement was modified by a First Modification to Employment Agreement dated
January 1, 1992, a Second Modification to Employment Agreement dated January 1,
1995, a Third Modification of Employment Agreement dated as of January 1, 1998;
and a Fourth Modification Agreement dated as of January 1, 2000; and
WHEREAS, pursuant to mutual agreement and pursuant to authorization of the
Compensation Committee of the Board of Directors of the Company, the parties
desire to modify the Employment Agreement as of January 1, 2003 as provided for
herein.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the parties hereto agree that the
Employment Agreement is hereby modified, effective January 1, 2003, to read in
full as follows:
WHEREAS, Employee has been employed by the Company since 1975 and has
served as Treasurer since June 1, 1986; and
WHEREAS, the Company and Employee desire that Employee shall continue to
render services to the Company.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties hereto agree as follows:
I. The Company hereby employs the Employee, and the Employee hereby
accepts employment, upon the terms and condition hereinafter set forth.
II. The Employee is hereby employed for an active period and for a
retirement period, upon the terms and conditions hereinafter set forth.
III. The Active Period
A. The active period shall commence on January 1, 2003 and terminate
on December 31, 2005 unless sooner terminated as provided herein or unless such
termination date is postponed by mutual agreement between the Company and the
Employee.
B. During the fiscal year 2003, the Company agrees to pay to
Employee a salary of $117,503.
C. During each of the fiscal years included within the active period
subsequent to the fiscal year 2003, the Company shall pay to Employee such
salary as may be authorized and directed by the Company's Board of Directors;
provided, however, that in no event shall the Directors so authorize a salary
less than that established for the fiscal year 2003 as aforesaid. Salary is to
be established each year by the Compensation Committee of the Board of
Directors, taking into account inflation and the general health of the Company.
IV. During the Active Period:
A. In general, Employee shall continue to perform for the Company
services substantially of the same character as those heretofore performed by
her; that is, she shall perform the duties reasonably required to be performed
by the Treasurer and Secretary.
B. Employee shall travel when necessary on the affairs of the
Company. However, Employee shall continue to be assigned, as heretofore, to the
principal executive offices of the Company. The Company shall maintain and make
available to Employee the free use of a suitable automobile.
C. Employee shall be furnished with an office and with such other
facilities and services as are suitable to her position and adequate for the
performance of her duties.
D. The Company shall promptly pay, or reimburse the Employee for,
all reasonable expenses incurred by Employee in connection with the performance
of her duties to the Company hereunder.
E. Employee shall devote her full time and efforts during normal
business days and hours to the business and affairs of the Company (allowing
reasonable time for vacations). She shall not engage in or render services to or
become associated with any other business; provided, however, that Employee may
in her spare time engage in other business activity which does not interfere
with the performance of her duties hereunder and which is not competitive with,
or does not otherwise adversely affect, the business of the Company. Nothing
contained in this subparagraph E shall be construed to prevent Employee from
absenting herself from the Company's offices, from time to time, during normal
business days and hours, for purposes of engaging in recreational activity,
provided that such absences shall not interfere with the performance by the
Employee of her duties hereunder.
V. Physical or Mental Incapacity:
If at any time during the active period, the Employee becomes so
physically or mentally incapacitated as to be unable to attend to her normal
duties, she shall nevertheless continue to receive her full compensation until
such time as said incapacity shall have endured for one year from the onset
thereof, regardless of whether or not the active period of employment shall in
the meantime expire by its terms. Thereafter, during the balance, if any, of the
active period of employment under this contract, Employee shall receive
compensation ("Disability half-pay") at the rate of one-half (1/2) of the full
rate of compensation she was receiving at the onset of her incapacity until such
time as the Employee shall be able and eligible to resume her normal duties at
full compensation with the Company.
VI. The Retirement Period
Except as otherwise provided herein, the retirement period shall
commence on December 31, 2008. The commencement of the retirement period may be
postponed by mutual agreement between the Company and the Employee. The
retirement period shall end on the day of the Employee's death.
VII. A. During the Retirement Period.
Subject to the provision of subsection D below, during the
retirement period, the Company agrees to pay to Employee each year an amount
equal to the "Percentage" (as hereinafter defined) times the higher of the two
following alternative figures:
(1) An average figure which is the result obtained by adding the
three highest amounts of annual total compensation paid, on a fiscal year basis,
to the Employee during Employee's active period of employment and dividing such
addition by three. Annual total compensation for each of such three fiscal years
being averaged as aforesaid shall be deemed (a) to include salary plus the
dollar value of any bonus paid to the Employee on account of (i.e., attributed
to) her services during that fiscal year, even though (in the case of any bonus
paid in stock) delivery of the certificates representing any stock bonus may
have occurred subsequent to the end of said fiscal year. For the purposes of
this Paragraph VII A, the value of any stock bonus shall be its market price as
of the close of business on the date of the receipt of said stock by the
Employee; Or
(2) $117,503
The "Percentage" shall be the sum of (i) thirty-one and four tenths
(31.4%) per cent plus (ii) two and six tenths (2.6%) per cent times the number
of years of active employment completed by the Employment subsequent to December
31, 1997.
B. For purposes of the calculation, as contemplated by subparagraph
A of this Paragraph VII, of payments to Employee during the retirement period,
the first year of physical or mental incapacity, as described in Paragraph V
above, shall be deemed to constitute active period employment hereunder.
C. Inflation having become a stubbornly pervasive fact of the
American economy, and in a effort to offset partially the hardship caused
thereby, the retirement stipends provided for herein shall be increased yearly
after the first year of retirement by 50% of the increase in the Consumer Price
Index during the prior year (December to December) or by 5%, whichever is less.
D. Notwithstanding anything else to the contrary contained herein
(i) the amount to be paid by the Company to the Employee each
year during the retirement period pursuant to this Section VII shall not exceed
$50,046; and
(ii) any payments to be made to Employee under this Section
VII shall be reduced dollar for dollar by any payments payable to the Employee
as a Participant under the Company's Defined Benefit Pension Plan on the
assumption that the Employee elects to receive the individual benefit payable
only to Employee during the lifetime of Employee (and not a joint and several
benefit or a lump sum payment).
E. At the commencement of the retirement period, the Company shall
transfer to the Employee the automobile than being made available to Employee by
the Company (if owned by the Company) in accordance with the provisions in
Paragraph IV B, above; provided, however, that if the then undepreciated value
of such automobile on the books of the Company shall exceed $6,000, the Employee
shall pay to the Company, as the sole consideration for such transfer, a cash
amount equal to such excess.
VIII. Payments Noncontestable. Employee's right to receive the payments
provided for by Paragraph VII above shall not be contestable by the Company.
IX. Life Insurance and Medical Policies
At all times during the active period (including in said active
period any periods during which the Employee shall be receiving compensation,
even though incapacitated, as set forth in Paragraph V above), and during the
retirement period, to the extent permitted by the insurance companies, the
Company shall to the extent available maintain in full force and effect, and
upon bases at least as favorable to the Employee as those existing for the
benefit of Employee at the time of retirement, the group policies,
hospitalization insurance policy and the major medical policy.
X. Miscellaneous.
A. Cash compensation payable to the Employee hereunder shall be paid
in installments in accordance with the general practice of the Company relating
to the payment of salaries to its employees, but in any event not less often
than monthly.
B. If the Company shall, at any time, be merged or consolidated into
or with any other corporation or if substantially all the assets of the Company
are transferred to another corporation, the provisions of this Agreement shall
be binding upon and inure to the benefit of the Company resulting from such
merger or consolidation or to which such assets shall be transferred, and this
provision shall apply in the event of any subsequent merger, consolidation or
transfer.
C. In the event that the Company elects to liquidate its assets and
terminate its business, the Company shall have the right at any time after
implementation of such action on ninety (90) days' prior written notice to
Employee to terminate the active period.
D. The rights and benefits of Employee under this Agreement are
personal to her, and no such right or benefit shall be subject to voluntary or
involuntary alienation, assignment or transfer."
IN WITNESS WHEREOF, the parties hereto have hereunto executed this Second
Modification to Employment Agreement as of the day and year first above written.
BY: /s/ Elizabeth Delgado
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Elizabeth Delgado, Treasurer
PRESIDENTIAL REALTY CORPORATION
BY: /s/ Jeffrey F. Joseph
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Jeffrey F. Joseph, President