WELLSFORD REAL PROPERTIES, INC. New York, NY 10022
Exhibit 4
WELLSFORD REAL PROPERTIES, INC.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
October 11, 2006
Xxxxx Xxxxxxx,
Xxxxxxxx Xxxxxxxx, and
Xxxx, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Dear Sirs:
Reference is made to the (i) Agreement and Plan of Merger (as amended from time to time, the “Agreement”), dated as of the date hereof, among Wellsford Real Properties, Inc., a Maryland corporation (“WRP”), Xxxx Services, LLC, a Maryland limited liability company and a wholly-owned subsidiary of WRP (“LLC”), and Xxxx, Inc., a Delaware corporation (“Xxxx”), pursuant to which Xxxx shall merge (the “Merger”) with and into LLC; (ii) the Amended and Restated Employment Agreement, dated as of July 25, 2003, between Xxxx and Xxxxx Xxxxxxx (the “Xxxxxxx Employment Agreement”) and (iii) the Amended and Restated Employment Agreement, dated as of July 25, 2003, between Xxxx and Xxxxxxxx Xxxxxxxx (the “Garfield Employment Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement. Notwithstanding anything to the contrary in the Agreement, the Xxxxxxx Employment Agreement or the Garfield Employment Agreement, the parties hereto hereby agree to the following:
1. Each of Xxxxx Xxxxxxx (“Xxxxxxx”) and Xxxxxxxx Xxxxxxxx (“Garfield”) shall receive a Change of Control Payment (as defined in each of the Xxxxxxx Employment Agreement and the Garfield Employment Agreement, respectively), each of which Change of Control Payment shall be paid by Xxxx at the Closing.
2. Each of Xxxxxxx and Garfield shall repay his applicable Shareholder Note (as defined in each of the Xxxxxxx Employment Agreement and the Garfield Employment Agreement, respectively) promptly after the Effective Time by delivering shares of WRP that each receives as Share Consideration pursuant to the terms of the Agreement in an amount equal to the principal and interest outstanding as of the Closing under their respective Shareholder Notes, and neither Xxxxxxx nor Garfield shall be entitled to forgiveness of any amounts due under the Shareholder Notes. WRP and LLC hereby acknowledge and agree that they shall accept said delivery of shares as payment in full of the respective Shareholder Notes and further acknowledge that the value of each WRP share delivered shall be equal to the value attributed to one WRP share pursuant to the terms of the Agreement.
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Please indicate your agreement to the foregoing by executing this letter where indicated below.
This letter may be executed in multiple counterparts, each of which, when so executed and delivered, shall be an original, but all of which together shall constitute one agreement binding on the parties.
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Very truly yours, | |||
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WELLSFORD REAL PROPERTIES, INC. | |||
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/s/ Xxxx X. Xxxxxxxxxx | |||
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Name: |
Xxxx X. Xxxxxxxxxx | ||
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Title: |
CFO & Vice President | ||
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XXXX SERVICES, LLC | |||
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/s/ Xxxx X. Xxxxxxxxxx | |||
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Name: |
Xxxx X. Xxxxxxxxxx | ||
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Title: |
CFO & Vice President | ||
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Agreed and Accepted: |
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XXXX, INC. |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Chief Executive Officer |
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/s/ Xxxxx Xxxxxxx |
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Xxxxx Xxxxxxx |
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/s/ Xxxxxxxx Xxxxxxxx |
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Xxxxxxxx Xxxxxxxx |
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