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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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