8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)		March 13, 2006 (March 8, 2006)
WELLSFORD REAL PROPERTIES, INC.
(Exact Name of Registrant as Specified in Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
1-12917	13-3926898
(Commission File Number)	(IRS Employer Identification No.)
535 Madison Avenue, New York, NY	10022
(Address of Principal Executive Offices)	(Zip Code)
(212) 838-3400
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
		(17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
		(17 CFR 240.13e-4(c))

Item 1.01Entry Into a Material Definitive Agreement.

On March 8, 2006, Wellsford Real Properties, Inc. (the “Company”) entered into an Amendment to Third Amended and Restated Employment Agreement (the “Amendment”) with David M. Strong, the Company’s Senior Vice President for Development, providing for Mr. Strong’s continued employment through December 31, 2007, subject to automatic renewal for one-year periods (or shorter periods of not less than six months) unless either party elects to terminate not less than 30 days prior to the expiration of the then current term. The Amendment amends the Third Amended and Restated Employment Agreement entered into by the Company and Mr. Strong dated as of October 19, 2004 (as amended by the Amendment, the “Employment Agreement”).

Pursuant to the Amendment, Mr. Strong’s duties were modified to permit him to be involved in other business enterprises so long as such other business enterprises do not interfere with the performance of his duties to the Company as determined by the Chairman of the Board and President of the Company. Accordingly, the provisions previously prohibiting Mr. Strong from competing with the Company were deleted. Pursuant to the Amendment, the provision previously entitling Mr. Strong to certain payments upon a change in control of the Company was deleted. However, a provision was added pursuant to which Mr. Strong will be entitled to additional compensation (the “Retention Bonus”) in an aggregate amount equal to two times his then effective annual base salary upon the earlier of (i) December 31, 2008, (i) the expiration or termination of the Employment Agreement for any reason other than as a result of his disability, his termination by the Company for cause (as defined in the Employment Agreement) or his termination of the Employment Agreement and (iii) the sale of all condominium units with respect to the Gold Peak project. The Company is required to purchase and maintain a policy or policies of life insurance on the life of Mr. Strong until the earlier of the expiration or termination of the Employment Agreement and December 31, 2008, the proceeds of which will be used to pay the Retention Bonus to Mr. Strong’s estate in the event of his death. In addition, the Employment Agreement was also amended to permit the Company to terminate Mr. Strong’s employment without cause, provided that the Company would nonetheless be required to pay Mr. Strong all monies (including salary and bonus) due thereunder until the end of the then current term and to pay the Retention Bonus.

This Form 8-K, together with other statements and information publicly disseminated by the Company, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risk that certain terms included in the Employment Letter could be interpreted as expectations of profitability. Therefore, actual results could differ materially from those projected in such statements.

The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

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Item 9.01Financial Statements and Exhibits.

(c) Exhibits

10.1 Amendment to Third Amended and Restated Employment Agreement, dated as of March 8, 2006, between Wellsford Real Properties, Inc. and David M. Strong

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WELLSFORD REAL PROPERTIES, INC.

By:	/s/ James J. Burns
	James J. Burns
	Senior Vice President, Chief Financial Officer

Date: March 13, 2006

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EX-10

Exhibit 10.1

AMENDMENT TO THIRD AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

AMENDMENT TO THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of March 8, 2006, between Wellsford Real Properties, Inc., a Maryland corporation with offices at 535 Madison Avenue, New York, New York 10022 (the "Company"), and David M. Strong, an individual residing at 700 Franklin Street, Denver, Colorado 80218 ("Executive").

WHEREAS, the Company and the Executive previously entered into a Third Amended and Restated Employment Agreement, dated as of October 19, 2004 (the "Employment Agreement"); and

WHEREAS, the Company and the Executive desire to amend the Employment Agreement as provided herein.

NOW, THEREFORE for good and valuable consideration, the receipt of which is hereby acknowledged by the parties, the Employment Agreement is hereby amended as follows:

1.            Section 1(b) of the Employment Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(b)          The Executive shall devote substantially all of his time, attention and energies during business hours to the performance of his duties hereunder; provided, however, that the Executive may pursue or be involved in other business enterprises so long as such other business enterprises do not interfere with the performance of his duties to the Company as determined by the Chairman of the Board and President of the Company in his discretion. The Executive shall give reasonable advance written notice to the Chairman of the Board and President of any intended pursuit of or involvement in any other business enterprise.

2.            Section 2 of the Employment Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

2.            Employment Term. Unless earlier terminated, the term of employment shall continue in effect through December 31, 2007 (as such date may be extended in accordance with this Section 2, the “Termination Date”); provided, however, that, on January 1, 2008 and thereafter at the end of each successive term, the term of this Third Amended and Restated Agreement shall automatically be extended for one additional year (or such other shorter period of at least six months as may be designated by the Company by written notice to the Executive at least 45 days prior to the

expiration of the then current term) beyond the end of such term, not later than 30 days prior to the expiration of the then current term, either the Executive or the Company shall have given notice to the other not to extend this Third Amended and Restated Agreement.

3.            Section 3(c)(i)(F) of the Employment Agreement is amended by adding the following at the end thereof:

As of December 31, 2005, $604,745 of the Special Bonus has been vested and earned by the Executive. The Company paid such amount to the Executive on January 15, 2006.

4.            Section 3(e) of the Employment Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(e) [Intentionally Omitted.]

5.            Section 3 of the Employment Agreement is hereby amended by added the following at the end thereof as paragraphs (k) and (l):

(k)          Retention Bonus. Upon the earlier of (i) December 31, 2008, (ii) the expiration or termination of this Third Amended and Restated Agreement (it being understood that this Third Amended and Restated Agreement shall not be deemed expired or terminated at the end of any term if extended in accordance with Section 2 hereof), for any reason other than as a result of the disability of the Executive, the termination of the Executive by the Company for Cause (as defined below) or the termination of this Third Amended and Restated Agreement by the Executive and (iii) the sale of all condominium units with respect to the Gold Peak Project, the Executive shall be entitled to receive additional compensation (the “Retention Bonus”) in an aggregate amount equal to two times the Executive’s then effective annual base salary. The Retention Bonus shall be paid to the Executive within 60 days after the applicable event pursuant to which such Retention Bonus becomes payable, subject to the execution and delivery by the Executive to the Company of a release in form and substance satisfactory to the Company.

(l)           Life Insurance. So long as the Executive is insurable at normal and customary premium rates for a person of his age, the Company shall within a reasonable time after the date hereof, purchase a policy or policies of term life insurance on the life of the Executive in the aggregate amount of the Retention Bonus, and shall maintain such policies (as the same may be renewed and/or replaced from time to time) until the earlier of December 31, 2008 or the termination of this Third Amended and Restated Agreement for any reason. The Executive shall cooperate fully in purchasing

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and maintaining any such policy and take all actions as are customary in the insurance industry and as otherwise reasonably requested by the Company in connection therewith including, without limitation, submitting to one or more physical examinations. The Company shall be the sole owner and beneficiary of any such policy, and may exercise all ownership rights with respect thereto. Upon the death of the Executive, the proceeds of any such policy shall be used towards the payment of the Retention Bonus to the Executive’s estate.

6.            Section 4(b) of the Employment Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(b)          The Company shall reimburse the Executive for all legal fees and related expenses (including the costs of experts, evidence and counsel) paid by the Executive as a result of (i) the termination of Executive’s employment (including all such fees and expenses, if any, incurred in contesting or disputing any such termination of employment), (ii) the Executive seeking to obtain or enforce any right or benefit provided by this Third Amended and Restated Agreement or by any other plan or arrangement maintained by the Company under which the Executive is or may be entitled to receive benefits or (iii) any action taken by the Company against the Executive; provided, however, that the Company shall reimburse the legal fees and related expenses described in this subsection 4(b) only if and when a final judgment has been rendered in favor of the Executive and all appeals related to any such action have been exhausted.

7. Section 4(c) of the Employment Agreement is hereby deleted in its entirety.

8.            Sections 6(e) and (f) of the Employment Agreement are hereby deleted in their entirety, and the following is substituted in lieu thereof:

(e)          The Company, by not less than 60 days prior written notice to the Executive, may terminate this Third Amended and Restated Agreement without Cause. Following such termination, the Company shall continue to pay to the Executive all monies (including salary and bonus) due hereunder through the later of December 31, 2007 and the Termination Date, and any Retention Bonus to which the Executive may be entitled pursuant to Section 3(k) hereof, in each case at such times and in such amounts as if Executive had not been terminated without Cause.

9.            Section 7 of the Employment Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

7. [Intentionally Omitted.]

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10.          Section 8(d) of the Employment Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(d) [Intentionally Omitted.]

11.          Section 8(e) of the Employment Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(e)          If the Executive commits a breach of any of the provisions of subsection (b) above, the Company shall have the right and remedy to have the provisions of this Third Amended and Restated Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed by the Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Each of the rights and remedies enumerated in this subsection (e) shall be independent of the other, and shall be severally enforceable, and such rights and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity.

12.          Section 8(f) of the Employment Agreement is hereby deleted in its entirety and the following is substituted in lieu thereof:

(f)           If any provision of subsection (b) 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.

13.          Governing Law; Arbitration. This Amendment 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.

14.          Entire Agreement. The Employment Agreement, as amended hereby, sets forth the entire agreement of the parties and is intended to supersede all prior employment negotiations, understandings and agreements. Except as specifically amended hereby, the Employment Agreement remains in full force and effect.

15.          Counterparts. This Amendment may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Third Amended and Restated Agreement as of the date first above written.

WELLSFORD REAL PROPERTIES, INC.

By:	/s/ James J. Burns
		James J. Burns
		Chief Financial Officer

EXECUTIVE:

/s/ David M. Strong

David M. Strong

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