Exhibit 10.17
AMENDMENT TO
RESTRICTED SHARE GRANT LETTER AGREEMENT
Xxxxxx X. XxxXxxxxx
Wellsford Residential Property Trust
000 00xx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Dear Sir:
Reference is made to the Restricted Share Grant Letter Agreement (the
"Agreement"), dated as of December 6, 1993, between you and Wellsford
Residential Property Trust (the "Company").
Paragraph (c) of the Agreement is hereby deleted and replaced in its
entirety with the following new paragraph (c):
"(c) If (1) the undersigned is an employee of the Company on
December 6 of 1994, 1995, 1997 and 1998, respectively (each such date is
hereinafter referred to as a "Vesting Date") and (2) for the four fiscal
quarters ending with the third fiscal quarter immediately preceding the
applicable Vesting Date, the Company has achieved, on a consolidated
basis, a minimum increase of 5% in funds from operations per share over
funds from operations per share for the four fiscal quarters ending with
the third fiscal quarter of the prior fiscal year, the Company shall
deliver to the undersigned the certificate(s) representing the Shares
which vest on such date, as set forth below, and such Shares shall no
longer be subject to repurchase pursuant to paragraph (e) below:
Certificate Number of Shares
December 6 of No(s). Which Vest
0000 X0000 000
1995 W0131 948
1997 W0133 and W1541 1,422
1998 W0134 and W1542 1,421
For the purposes of this agreement, "funds from operations per share" shall be
as determined by the Company's Chief Accounting Officer and reported in the
Company's quarterly report to shareholders."
Except as explicitly provided for herein, the Agreement shall remain in
full force and effect in all respects.
This letter agreement shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without regard to New York's
conflicts of law principles.
This letter agreement and all documents, agreements, understandings and
arrangements relating to this letter agreement have been executed by the
undersigned in his/her capacity as an officer or trustee of the Company which
has been formed as a Maryland real estate investment trust pursuant to a
Declaration of Trust of the Company dated as of July 20, 1992, as amended, and
not individually, and neither the trustees, officers or shareholders of the
Company shall be bound or have any personal liability hereunder or thereunder.
You shall look solely to the assets of the Company for satisfaction of any
liability of the Company in respect of this letter agreement and all documents,
agreements, understandings and arrangements relating to this letter agreement
and will not seek recourse or commence any action against any of the trustees,
officers or shareholders of the Company or any of their personal assets for the
performance or payment of any obligation hereunder or thereunder. The
foregoing shall also apply to any future documents, agreements, understandings,
arrangements and transactions between the parties hereto.
Dated as of October 10, 1996
WELLSFORD RESIDENTIAL PROPERTY TRUST
By:/s/ Xxxxxx Xxxxxxxxx
----------------------------
Name: Xxxxxx Xxxxxxxxx
Title: President
AGREED TO AND ACCEPTED:
/s/ Xxxxxx X. XxxXxxxxx
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Xxxxxx X. XxxXxxxxx
