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EXHIBIT 10.2 EMPLOYMENT AGREEMENT

Employment Agreement

EXHIBIT 10.2 EMPLOYMENT AGREEMENT | Document Parties: REIS SERVICES, LLC | Reis, Inc | WELLSFORD REAL PROPERTIES, INC You are currently viewing:
This Employment Agreement involves

REIS SERVICES, LLC | Reis, Inc | WELLSFORD REAL PROPERTIES, INC

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Title: EXHIBIT 10.2 EMPLOYMENT AGREEMENT
Governing Law: New York     Date: 5/18/2007
Industry: Real Estate Operations     Sector: Services

EXHIBIT 10.2 EMPLOYMENT AGREEMENT, Parties: reis services  llc , reis  inc , wellsford real properties  inc
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EXHIBIT 10.2

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT, dated as of May 17, 2007, between WELLSFORD REAL

PROPERTIES, INC., a Maryland corporation, with offices at 535 Madison Avenue,

New York, New York 10022 (the "Company" or "Employer"), REIS SERVICES, LLC, a

Maryland limited liability company and a wholly owned subsidiary of the Company,

with offices at 535 Madison Avenue, New York, New York 10022 ("LLC" or

"Employer" and together with the Company, the "Employers"), and MARK P.

CANTALUPPI, residing at 3 Chambers Place, Randolph, NJ 07869 (the "Employee").

Recitals

A. The Employee is currently employed by the Company, under an employment

agreement, dated March 18, 2005, as amended (the "Original Agreement").

B. The Company, LLC and Reis, Inc, a Delaware corporation ("Reis"), have

entered into that certain Agreement and Plan of Merger, dated as of October 11,

2006 (as amended, the "Merger Agreement"), pursuant to which, and subject to the

terms and conditions of which, Reis will merge (the "Merger") with and into LLC

and LLC will be the survivor in the Merger.

C. The Employers desire to employ the Employee and the Employee desires to

be employed by the Employers effective immediately following the Effective Time

(as such term is defined in the Merger Agreement) (such effective date, the

"Employment Date").

NOW, THEREFORE, the Employers and the Employee, in consideration of the

agreements, covenants and conditions herein, hereby agree as follows:

1. Retention as Employee; Duties. The Company hereby employs the Employee

as Vice President and Chief Financial Officer of the Company for the Employment

Period (as defined in Paragraph 9) and LLC hereby employs the Employee as Chief

Financial Officer of LLC for the Employment Period, in each case to perform such

services for the Company, LLC and their affiliated entities as assigned to

Employee from time to time, consistent with his title and subject to the

direction of and reporting to the Chief Executive Officer and/or the President

of the Company and/or the Board of Directors of the Company (the "Board"). The

Employee further agrees to serve at the pleasure of the Chief Executive Officer

and/or President of the Company as an officer, director and/or manager of any

entity affiliated with the Company. The Employee hereby accepts such employment

and agrees to devote his full time, attention and energies to the performance of

his duties hereunder; provided, however, that, subject to the terms of

Paragraphs 5, 6 and 7, the Employee may (i) engage in charitable activities and

community affairs, and (ii) manage his personal investments and affairs, in each

case as long as such activities do not interfere with the performance of his

duties and responsibilities under this Paragraph 1.

2. Compensation. For all services rendered hereunder by the Employee,

during the Employment Period the Employers, jointly and severally, shall pay the

Employee such amounts as set forth below.

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(a) The Employers shall pay to the Employee compensation at an annual

rate of $225,000, payable in periodic installments in accordance with the

Company's regular payroll practices, as in effect from time to time. In

addition, the Employers in their sole discretion, may determine to increase the

compensation for the Employee from time to time; however, nothing contained

herein shall be deemed to make the Employers obligated to make such

discretionary increases (such annual compensation, as the same may be increased

from time to time, the "Annual Base Salary").

(b) The Employers shall pay to the Employee an annual bonus equal to

50% of the Annual Base Salary (each such annual bonus, the "Guaranteed Minimum

Bonus"), which Guaranteed Minimum Bonus, or pro rata portion thereof if payable

for a period of less than 12 months, shall be paid (net of applicable wage

withholding) within 30 days following the last day of each fiscal year of the

Company during the Employment Period, provided that the Employee shall not be

entitled to the payment of any such Guaranteed Minimum Bonus, or such pro rata

portion thereof, unless he is employed by the Employers as of such last day of

the fiscal year. In addition, the Employers in their sole discretion, may

determine to award from time to time a bonus in addition to the Guaranteed

Minimum Bonus; however, nothing contained herein shall be deemed to make the

Employers obligated to award any such discretionary bonus.

(c) The Employers shall also pay to the Employee $413,000 on the

Employment Date, provided that the Employee shall not be entitled to the payment

of such monies unless he is employed by the Employers as of the Employment Date.

The Employee hereby acknowledges and agrees that such payment constitutes the

payment to which he may otherwise have become entitled pursuant to Paragraph 8

of the Original Agreement in the event of a change in control (as defined in

Paragraph 10(e)) and that such payment shall be made only pursuant to this

Paragraph 2(c).

(d) Promptly following the Employment Date, the Company shall

establish an executive incentive plan, which shall, among other things, provide

bonuses to senior executive employees of the Company ("Executive Incentive

Plan"). The Employee shall be eligible during the Employment Period to be

considered for participation in (i) the Executive Incentive Plan in accordance

with the terms thereof, and (ii) any other incentive compensation methods or

programs established by the Compensation Committee of the Board and offered

generally to senior executives of the Company; however, nothing herein shall be

deemed to make either Employer obligated to pay or grant to the Employee any

such bonus or other compensation.

(e) On the Employment Date, the Employee shall be granted by the

Company under one or more of the management incentive plans of the Company

providing for the grant of stock options, an option or options to purchase an

aggregate of 75,000 (subject to adjustment of any stock split, reverse stock

split or change in capitalization) shares of common stock, par value $0.02, of

the Company (a "WRP Share") at an exercise price per share equal to the fair

market value of a WRP Share as of the date of grant (as determined pursuant to

the terms of such incentive plan or plans), which option or options shall (i)

vest in five equal annual installments from the date of grant, (ii) provide that

in the event that the employment of the Employee is terminated (1) due to death

or total disability, such option or options shall be exercisable by the Employee

(or his estate, as the case may be) as set forth in the applicable incentive

plan or plans, (2) for any reason other than death, total disability or for

Cause (as defined in Paragraph 9(b)),

 

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such option or options shall be exercisable by the Employee for 90 days

following such date of termination to the extent vested as of such date of

termination, provided, however, that in no event shall such option or options be

exercisable pursuant to this clause (2) following the expiration of the term of

such option or options, and (iii) immediately vest (to the extent not already

then vested) upon a change in control, and shall otherwise be on such terms as

set forth in the grant letter and such incentive plan or plans.

3. Benefits.

(a) The Employee shall be entitled to (i) any paid time off in

accordance with the relevant Paid Time Off Policy of the Company in effect from

time to time, to be taken at the mutual convenience of the Employee and the

Employers, (ii) paid holidays and floater holidays in accordance with the

regular policies and procedures of the Company and (iii) additional time off in

the discretion of the Chief Executive Officer and/or the President of the

Company.

(b) The Employee shall receive benefits as may be established from

time to time for senior executives of the Company including but not limited to

medical (including family coverage), dental, vision, life insurance, long-term

and short-term disability, flexible spending accounts and 401(k) plan, subject

to all the terms of the employee benefit plans applicable to any such benefits.

(c) Each Employer shall reimburse the Employee for all reasonable

out-of-pocket expenses, including, without limitation, travel and entertainment,

cell phone and calling card, incurred by the Employee in the performance of his

duties for such Employer, against delivery to such Employer of substantiation

thereof, including written receipts therefor, in accordance with such Employer's

policies and procedures. Any reimbursements payable pursuant hereto shall be

paid by such Employer within 30 days following receipt by such Employer of such

substantiation referred to therein.

(d) The Employee shall be liable for any income or other taxes payable

in connection with any and all benefits or payments pursuant to subparagraphs

(a), (b) or (c) above.

4. Indemnification and Litigation Expenses.

(a) The Employers shall jointly and severally indemnify the Employee

in the performance of his duties pursuant to the bylaws of Company and to the

fullest extent allowed by applicable law, including, without limitation, legal

fees, and shall continue to maintain the Employee as a named beneficiary under

any liability insurance policies maintained for directors and/or officers of the

Company for so long the Employee shall remain an officer of either Employer. In

addition, the Employee shall become, and continue as, a named beneficiary under

any liability insurance policies maintained by the Company after a change in

control for persons who were directors or officers prior to a change in control

to the extent they provide coverage for events prior to the change in control.

The Company agrees to maintain the coverages referred to above unless, in each

case, any modification in indemnification and insurance coverage applies

uniformly to all officers and directors of the Company and LLC, as the case may

be.

(b) Unless the provisions of Paragraph 4(c) hereof shall apply, the

Employers shall jointly and severally be obligated to reimburse the Employee for

all legal fees and related

 

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expenses (including the costs of experts, evidence and counsel) paid by him as a

result of any or all of the following: (i) the termination of the Employee's

employment (including all such fees and expenses, if any, incurred in contesting

or disputing any such termination of employment), (ii) the Employee seeking to

obtain or enforce any right or benefit provided by this Agreement or by any

other plan or arrangement maintained by either Employer under which the Employee

is or may be entitled to receive benefits, including, without limitation, the

Company's deferred compensation plan, or (iii) any action taken by either

Employer against the Employee. Reimbursement of the legal fees and related

expenses as described in this Paragraph 4(b) are payable to the Employee, only

if and when the final judgment, order or decree of a court of competent

jurisdiction renders in favor of the Employee and the time for appeal therefrom

has expired and no appeal has been perfected. Such reimbursement is payable

within thirty (30) days from the date that such legal fees and related expenses

are submitted for reimbursement. In no event shall the Employee be required to

reimburse either Employer for any legal fees or related expenses paid by such

Employer pursuant to this Paragraph 4(b).

(c) The Employers shall jointly and severally be obligated to pay all

legal fees and related expenses (including the costs of experts, evidence and

counsel) incurred by the Employee as they become due as a result of any or all

of the following: (i) the termination of the Employee's employment (including

all such fees and expenses, if any, incurred in contesting or disputing any such

termination of employment), (ii) the Employee seeking to obtain or enforce any

right or benefit provided by this Agreement or by any other plan or arrangement

maintained by either Employer under which he is or may be entitled to receive

benefits or (iii) any action taken by either Employer against the Employee,

until such time as a final judgment, order or decree of a court of competent

jurisdiction has been rendered in favor of such Employer and the time for appeal

there from has expired and no appeal has been perfected; provided, however, that

the circumstances set forth above occurred on or after a change in control. In

no event shall the Employee be required to reimburse either Employer for any

legal fees or related expenses paid by such Employer pursuant to this Paragraph

4(c).

5. Covenant Not to Compete.

(a) The Employee acknowledges that (i) if the Employee should engage

in any Competitive Business (as hereinafter defined) during the period of his

employment and 12 months thereafter, the Employers will suffer substantial harm

and damage which would likely be difficult to fully quantify, including but not

limited to the Employee's intentional or inadvertent disclosure or use of the

Confidential Information (as hereinafter defined), and (ii) the provisions of

this Paragraph 5 are reasonable and necessary for the protection of the

Employers.

(b) During his term of employment with the Employers and for a period

ending 12 months after the Employee ceases employment for any reason, the

Employee, without prior written consent of the Employers, shall not in the

United States, directly or indirectly: (i) enter into the employ of or render

any services to any person, firm, corporation or other entity engaged in any

Competitive Business; (ii) engage in any Competitive Business for his own

account; or (iii) become associated with or own an interest in any Competitive

Business as an individual, partner, shareholder, member, creditor, director,

officer, principal, agent, employee, trustee, consultant, advisor or in any

other relationship or capacity; provided that so long as the Employee is not

otherwise in breach hereof, following his termination of employment, the

 

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Employee's entering into the employ of or rendering any services to an entity

that engages in a Competitive Business that generated less than 20% of such

entity's aggregate annual gross revenues from such Competitive Business

(calculated as an average of the three most recently completed fiscal years of

such entity immediately prior to the Employee's commencement of employment by or

rendering services to such entity) shall not, in and of itself, be deemed a

breach hereof so long as the Employee is not rendering any services with respect

to and has no direct or indirect involvement with such Competitive Business. For

purposes of this Agreement, "Competitive Business" means each of the following

companies and/or their respective affiliates: Capmark Financial Group Inc.,

CoStar Group Inc., LoopNet, Inc., Moody's KMV, Property & Portfolio Research,

Inc., Real Capital Analytics Inc., and Torto Wheaton Research.

(c) During his term of employment with the Employers and for a period

ending 18 months after the Employee ceases employment for any reason, the

Employee, without the prior written consent of the Employers, shall not directly

or indirectly (i) solicit, employ or retain any person who was employed or

retained by either Employer while the Employee was employed by either Employer,

(ii) interfere with or endeavor to entice away from either Employer any Customer

(as hereinafter defined) of either Employer, or (iii) solicit any Customer to

provide such Customer with any services relating to data, analysis or forecasts

pertaining to the construction, absorption, occupancy, rents, automated

valuation or automated credit risk analysis for United States commercial office,

industrial, retail, multi-family or other properties including, without

limitation, hotel properties (if either Employer provides such data, analysis or

forecasts for such other properties) in real estate markets within the United

States as to which either Employer provides such data, analysis or forecasts to

its customers. For purposes of this Agreement, "Customer" means any person,

firm, corporation or other entity to whom the Employee was introduced by either

Employer or to whom the Employee provided services in the course of the

Employee's employment with the Employers.

(d) Mere passive ownership of stock representing less than 5% of the

capital stock of a publicly held company shall not be deemed a breach of this

Paragraph 5.

(e) If any provision of this Paragraph 5 is held to be unenforceable

because of the scope, duration or area of its applicability, the tribunal making

such determination shall have the power to modify such scope, duration or area,

or all of them, and such provision or provisions shall then be applicable in

such modified form.

6. Confidentiality.

(a) The Employee acknowledges and agrees that: (i) as a result of his

employment by the Employers, the Employee has obtained and will obtain

proprietary, trade secret and confidential information concerning the business

of the Employers including, without limitation, such information regarding real

estate supply, demand and rent forecast models, income producing real estate

portfolio valuation models and software applications and other discoveries,

ideas, concepts, software, plans, techniques, models, data, or documentation

relating to strategic and business plans; product pricing information and

analyses; profit margins; research and development activities, investments and

plans; product positioning and related strategies; customer identities and

customer-related information; new product plans; marketing techniques and

materials, marketing and development plans, target markets; and expansion plans

and strategies; price lists, cost and pricing policies; and financial

information (collectively,

 

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"Confidential Information"); (ii) the Employers will suffer substantial harm and

damage which would likely be difficult to fully quantify if the Employee

breaches any of the terms, provisions and conditions of this Paragraph 6; (iii)

the Employee would not be able to engage in a Competitive Business performing

the same or similar services as he will perform for the Employers without

necessarily disclosing, using, or taking into account the Employers'

Confidential Information which he obtains or has access to while employed by the

Employers; and (iv) the provisions of this Agreement are reasonable and

necessary for the protection of the business of the Employers.

(b) The Employee agrees that he will not at any time, either during

the term of the Agreement or thereafter, divulge to any person, firm,

corporation or any other entity or otherwise make use of any Confidential

Information obtained or learned by him during the course of his employment with

the Employers, or prior to the commencement hereof, with regard to the

operational, financial, business or other affairs of either Employer, its

officers and directors except (i) in the course of performing his duties

hereunder, (ii) with the Employers' express written consent, (iii) to the extent

that any such information is in the public domain other than as a result,

directly or indirectly, of the Employee's breach of any of his obligations

hereunder or of any other duty to each Employer, or (iv) where required to be

disclosed by court order, subpoena or other government process. In the event

that the Employee shall be required to make a disclosure pursuant to the

provisions of clause (iv) above, the Employee promptly, but in no event more

than 48 hours after learning of such subpoena, court order or government process

nor less than 24 hours prior to the return date for any such subpoena, court

order or other government process, shall notify (by personal delivery or by

telecopy, confirmed by mail) the Employers and, at the Employers' expense, the

Employee shall (1) take all necessary steps requested by the Employers to defend

against the enforcement of such subpoena, court order or government process, and

(2) permit the Employers to intervene and participate with counsel of its choice

in any proceeding relating to the enforcement thereof.

(c) Upon the cessation of his employment with the Employers for any

reason, or at any time either Employer may so request, the Employee will

promptly deliver to the Employers all data, memoranda, notes, record, reports,

manuals, drawing, blueprints, computer code and other documents and all computer

software, hardware and discs and any other memory storage facility (and all

copies thereof) relating to the business of either Employer and all property

associated therewith, which he may then possess or have under his control, other

than information relating to his own compensation and employee benefits.

7. Proprietary Rights.

(a) For purposes of this Agreement, "Works" shall mean intellectual

property and proprietary rights, including without limitation, ideas, designs,

concepts, techniques, inventions, discoveries and works of authorship, whether

or not patentable or protectible by copyright or as a mask work, and whether or

not reduced to practice, including, without limitation, devices, processes,

trade secrets, formulas, techniques, compositions of matter, computer software

programs, mask works and methods, together with any improvements thereon or

thereto, derivative works made therefrom and know how related ther


 
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