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EXHIBIT 99.4
FIRST AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AND CONSULTING AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AND
CONSULTING
AGREEMENT (this "First Amendment") made as of the 12th day of
December, 2007 by
and between JEFFREY F. JOSEPH, residing at 19 Stillman Lane,
Pleasantville, New
York 10570 ("Executive"), and PRESIDENTIAL REALTY CORPORATION, a
Delaware
corporation having offices at 180 South Broadway, White Plains,
New York 10605
(the "Company").
W I T N E S S E T H:
WHEREAS, Executive and the Company entered into that certain
Employment
and Consulting Agreement, made January 31, 2005, as of January
1, 2004, which
agreement was modified by a First Amendment dated January 3,
2006 and amended
and restated as of December 12, 2007 (collectively, the
"Agreement"); and
WHEREAS, the parties desire to modify the Agreement.
NOW, THEREFORE, it is agreed by the parties as follows:
1. All capitalized terms used in this First Amendment and not
otherwise
defined shall have the meaning ascribed thereto in the
Agreement.
2. Notwithstanding anything in the Agreement to the contrary,
but
subject to the following, in addition to the right granted to
Executive to
voluntarily resign in accordance with Section 11(e) of the
Agreement, Executive
may voluntarily resign in accordance with this First Amendment,
effective on a
date specified by Executive (hereinafter referred to as the
"Resignation
Effective Date"), in a notice ("Executive's Alternate
Resignation Notice"),
given by Executive to the Company not less than 180 days prior
to the
Resignation Effective Date. In order for Executive's Alternate
Resignation
Notice to be effective, the Resignation Effective Date must
occur during the
Employment Term (as said Employment Term is described in Section
3(a) of the
Agreement, or may be extended pursuant to agreement hereafter
reached by the
parties, subject, however, to the earlier termination thereof in
accordance with
the Agreement, including but not limited to for any of the
reasons described in
paragraphs (a)-(f) of Section 11 of the Agreement). By way of
illustration only,
if Executive were to die prior to 180 days from the giving of
Executive's
Alternate Resignation Notice, it shall be deemed as if Executive
had never given
Executive's Alternate Resignation Notice.
3. (a) In the event that Executive gives the Alternate
Resignation
Notice, subject to the terms of the Agreement, the Company shall
continue to pay
Executive's salary pursuant to Section 4(a) of the Agreement,
and Executive's
fringe benefits pursuant to Section 7 of the Agreement, through
the Resignation
Effective Date, and Executive shall receive Executive's bonus in
accordance
with, and subject to, Section 8 of the Agreement with respect to
any Bonus Year
ending prior to the Resignation Effective Date. In addition, if
the Resignation
Effective Date occurs during the Employment Term (as described
in Section 2
above), notwithstanding anything in the Agreement to the
contrary, on the
Resignation Effective Date, the Company shall pay Executive the
following lump
sum compensation:
(i) In the event the Resignation Effective Date occurs in
calendar
year 2009, an amount equal to one and one-half times the amount
of Executive's
annual salary, in accordance with Section 4(a) of the Agreement,
as of the
Resignation Effective Date.
(ii) In the event the Resignation Effective Date occurs in
calendar year 2010, an amount equal to 21/12 of the amount of
Executive's annual
salary, in accordance with Section 4(a) of the Agreement, as of
the Resignation
Effective Date.
(iii) In the event the Resignation Effective Date occurs in
calendar year 2011, an amount equal to two times the amount of
Executive's
salary, in accordance with Section 4(a) of the Agreement, as of
the Resignation
Effective Date.
(iv) In the event the Resignation Effective Date occurs in
calendar year 2012 (which would happen only if the parties have
first extended
the Employment Term beyond its current outside expiration date
of December 31,
2011), an amount equal to two and one-half times the amount of
Executive's
annual salary, in accordance with Section 4(a) of the Agreement,
as of the
Resignation Effective Date.
(b) Wit
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