J.W. Mays, Inc.
Annual Report 2020

JOB TITLE J.W. Mays 10-K

JOB NUMBER 379461(1)

REVISION 6

TYPE

SERIAL

PAGE NO. 1

DATE Wednesday, September 30, 2020 

OPERATOR MARIELV 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

x 

o 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended July 31, 2020
OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from 

  to

Commission file number 1-3647

J.W. MAYS, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York 
State or Other Jurisdiction of Incorporation or Organization

11-1059070 
I.R.S. Employer Identification No.

9 Bond Street, Brooklyn, New York 
Address of Principal Executive Offices

11201 
Zip Code

Registrant’s telephone number, including area code  718 624-7400

Securities registered pursuant to Section 12(b) of the Act:

Title of each class 
Common Stock, $1 par value

Trading Symbol(s) 
MAYS
Securities registered pursuant to Section 12(g) of the Act: None

Name of each exchange on which registered 
NASDAQ

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o No  x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes  o No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 

for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x No  o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this 

chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes  x No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the 

best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III  of this Form 10-K or any amendment to this Form 10-K.  Yes  o No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the 

definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o

Non-accelerated filer  o

Accelerated filer  o

Smaller reporting company  x

Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting 

standards provided pursuant to Section 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes  o No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average 

bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the 

common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

The aggregate market value of voting stock held by non-affiliates of the registrant was approximately $12,202,544 as of January 31, 2020 based on the average of the bid and asked price of the 
stock reported for such date. For the purpose of the foregoing calculation, the shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding 
common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the 

distribution of securities under a plan confirmed by a court.  Yes  o No  o

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

The number of shares outstanding of the registrant’s common stock as of September 7, 2020 was 2,015,780.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report 
to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly 
described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

Annual Report to Shareholders for Fiscal Year Ended July 31, 2020

Definitive Proxy Statement for the 2020 Annual Meeting of Shareholders

Document

Part of Form 10-K 
in which the Document 
is incorporated

Parts I and II

Part III

<12345678> 
 
 
 
JOB TITLE J.W. Mays 10-K

JOB NUMBER 379461(1)

REVISION 6

TYPE

SERIAL

PAGE NO. 2

DATE Wednesday, September 30, 2020 

OPERATOR MARIELV 

J.W. MAYS, INC. 
FORM 10-K FOR THE FISCAL YEAR ENDED JULY 31, 2020

TABLE OF CONTENTS

Part I

Part II

Part III

Part IV

Item 1. Business  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 3. Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 4. Mine Safety Disclosures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters  

and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 7.  Management’s Discussion and Analysis of Financial Condition  

and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . 

Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 9.  Changes in and Disagreements with Accountants on Accounting  

and Financial Disclosure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 10. Directors, Executive Officers and Corporate Governance  . . . . . . . . . . . . . . . . . . . . . . . 

Item 11. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 12.  Security Ownership of Certain Beneficial Owners and Management  

and Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . 

Item 14. Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

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<12345678>JOB TITLE J.W. Mays 10-K

JOB NUMBER 379461(1)

REVISION 6

TYPE

SERIAL

PAGE NO. 1

DATE Wednesday, September 30, 2020 

OPERATOR MARIELV 

ITEM 1. BUSINESS.

PART I

J.W.  Mays,  Inc.  (the  “Company”  or  “Registrant”)  with  executive  offices  at  Nine  Bond  Street,  Brooklyn, 
New York 11201, operates a number of commercial real estate properties, which are described in Item 2 “Properties”. 
The Company’s business was founded in 1924 and incorporated under the laws of the State of New York on July 6, 1927.

The Company has 29 employees and has a contract, expiring November 30, 2022, with a union covering rates 
of  pay,  hours  of  employment  and  other  conditions  of  employment  for  approximately  21%  of  its  employees.  The 
Company considers that its labor relations with its employees and union are good.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K may contain forward-looking statements which include assumptions about 
future market conditions, operations and financial results. These statements are based on current expectations and 
are subject to risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities 
Litigation Reform Act of 1995. The Company’s actual results, performance or achievements in the future could differ 
significantly from the results, performance or achievements discussed or implied in such forward-looking statements 
herein  and  in  prior  U.  S.  Securities  and  Exchange  Commission  (“SEC”)  filings  by  the  Company.  The  Company 
assumes no obligation to update these forward-looking statements or to advise of changes in the assumptions on 
which they were based.

Factors  that  could  cause  or  contribute  to  such  differences  include,  but  are  not  limited  to,  changes  in  the 
competitive environment of the Company, general economic and business conditions, industry trends, changes in 
government rules and regulations and environmental rules and regulations. Statements concerning interest rates and 
other financial instrument fair values and their estimated contribution to the Company’s future results of operations 
are based upon market information as of a specific date. This market information is often a function of significant 
judgment and estimation. Further, market interest rates are subject to potential significant volatility.

ITEM 1A. RISK FACTORS.

Risks Relating to Ownership Structure

The controlling shareholder group may be able to vote its shares in favor of its interests that may not always 
coincide with the interests of shareholders not part of such group. This risk may be counter-balanced to a degree by 
the actions of the Board of Directors whose composition is made up of a majority of independent directors.

The controlling shareholder group includes a corporation that owns a significant percentage of the Company’s 
common stock and which does business with the Company, as further described in the Notes to the Consolidated 
Financial Statements. In theory, this could result in a conflict of interest; nevertheless, the Company and its largest 
shareholder have put in place some controls to reduce the effects of any perceived conflict of interest.

Certain  conflicts  of  interest  may  be  perceived  by  the  relationship  between  the  Company  and  its  largest 
shareholder.  Both  entities  have  the  same  Chief  Executive  Officer,  and  certain  management  personnel  work  for 
both entities. Nevertheless, the Company’s Board of Directors (“Board”) is composed of a majority of independent 
directors. In 2005, in a case involving both entities, the Delaware Supreme Court in connection with an attempt to 
obtain books and records of the Company through a proceeding against the Company’s significant shareholder, held 
that the actions of the Company’s Board were proper.

The Impact of COVID-19 on Our Results and Operations

In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The 
World Health Organization. Throughout the  United  States and locally, governments and  municipalities instituted 
measures  in  an  effort  to  control  the  spread  of  COVID-19,  including  quarantines,  shelter-in-place  orders,  school 
closings, travel restrictions and the closure of non-essential businesses. By the end of March and into April 2020, the 
economic impacts became significant.

1

<12345678>JOB TITLE J.W. Mays 10-K

JOB NUMBER 379461(1)

REVISION 6

TYPE

SERIAL

PAGE NO. 2

DATE Wednesday, September 30, 2020 

OPERATOR MARIELV 

Beginning  March  through  July  2020,  we  experienced  an  increase  in  late  payments  due  to  the  impact  of 
COVID-19  and  the  related  reductions  in  economic  activity  from  government  mandated  business  disruptions  and 
shelter -in- place orders. The effects of COVID-19 on our tenants have been reflected in an increase in our allowance 
for credit losses for accounts receivable. In limited circumstances, we have agreed to rent abatements and deferrals 
for certain tenants. In addition, we experienced volatility in the valuation of our equity investments.

Looking  ahead,  the  full  impact  of  COVID-19  on  our  business  is  unknown  and  highly  unpredictable.  Third 
and  fourth  quarter  rent  collections  and  increased  past  due  activity  may  not  be  indicative  of  unpaid  rents  in  any 
future period. Our past results may not be indicative of our future performance and historical trends in revenues, 
income from operations, net income, earnings per share and cash provided by operating activities, among others, 
may  differ  materially.  For  example,  to  the  extent  the  pandemic  continues  to  disrupt  economic  activity  nationally 
and in New York, NY, like other businesses, it could adversely affect our business operations and financial results 
through prolonged decreases in revenue, credit deterioration of our tenants, depressed economic activity, or declines 
in capital markets. In addition, many of our expenses are less variable in nature and may not correlate to changes 
in revenues. The extent of the impact will depend on a number of factors, including the duration and severity of the 
pandemic; advances in testing; treatment and prevention; and the macroeconomic impact of government measures to 
contain the spread of the virus and related government stimulus measures.

Risks Related to Our Business

We are a part of the communities in which we do business. Accordingly, like other businesses in our communities, 

we are subject to the following risks:

• 
• 
• 
• 
• 
• 
• 
• 
• 

the continued threat of terrorism;

economic downturns, both on a national and on local scales;

loss of key personnel;

the availability, if needed, of additional financing;

the continued availability of insurance (in different types of policies) at reasonably acceptable rates;

the general burdens of governmental regulation, at the Local, State and Federal levels;

climate change;

cyber security; and

Pandemics and the ongoing effects of COVID-19.

Risks Related to Real Estate Operations

Our investment in property development may be limited by increasing costs required to “fit up” property to 
be leased to tenants. Also, as the cost of fitting up properties increases, we may be required to wait and forsake 
opportunities  that  would  be  revenue  producing  until  such  time  that  we  obtain  the  necessary  financing  of  such 
ventures. This risk may be mitigated by our obtaining lines of credit and other financing vehicles, although such 
have significant limitations on the amounts that may be borrowed at any point in time.

We also may be subject to environmental liability as an owner or operator of properties. Many of our properties 
are old and when we need to fit up a property for a new tenant, we may find materials and the like that could be 
deemed to contain hazardous elements requiring remediation or encapsulation.

We  try  to  lease  our  properties  to  tenants  with  adequate  finances,  but  as  a  result  of  occasional  business 
downturns, even formerly financially strong tenants may be at risk. Additionally, as online retail operations continue 
to expand, retailers are facing increased competition which would reduce the need for the leasing of properties which 
is our business. The Company mitigates risks of tenants with less than adequate finances by leasing our properties to 
multiple tenants where applicable in order to diversify the tenant base.

2

<12345678>JOB TITLE J.W. Mays 10-K

JOB NUMBER 379461(1)

REVISION 6

TYPE

SERIAL

PAGE NO. 3

DATE Wednesday, September 30, 2020 

OPERATOR MARIELV 

Risks Related to our Investments

Excess cash and cash equivalents may be invested from time to time. We seek to earn rates of return that will 
help us finance our business operations. These investments may be subject to significant uncertainties and may not 
be successful for many reasons, including, but not limited to the following:

fluctuations in interest rates;

• 
•  worsening of general economic and market conditions; and
• 

adverse legal, financial and regulatory developments that may affect a particular business.

Risk Factors Summary

These are some of the “Risk Factors” that could affect the Company’s business. The Company endeavors to 
take actions and do business in a way that reduces these “Risk Factors” or, at least, takes them into account when 
conducting its business. Nevertheless, some of these “Risk Factors” cannot be avoided so that the Company must also 
take actions and do business that negates the adverse effects that these may have on the Company.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

There are no unresolved comments from the staff of the U. S. Securities and Exchange Commission as of the 

date of this Annual Report on Form 10-K.

ITEM 2. PROPERTIES.

The table below sets forth certain information as to each of the properties currently operated by the Company:

1. Brooklyn, New York 

Location

Approximate 
Square Feet

Fulton Street at Bond Street. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

380,000

2. Brooklyn, New York 

Jowein building at Elm Place. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

201,000

3. Jamaica, New York 

Jamaica Avenue at 169th Street . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

297,000

4. Fishkill, New York 

Route 9 at Interstate Highway 84  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

5. Levittown, New York 

Hempstead Turnpike  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

203,000
(located on 
14.6 acres)

10,000
(located on 
75,800 square 
feet of land)

6. Massapequa, New York 

Sunrise Highway  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

133,400

7. Circleville, Ohio 

Tarlton Road. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

193,350
(located on 
11.6 acres)

8. Brooklyn, New York

Truck bays, passage facilities and tunnel-Schermerhorn Street . . . . . . . . . . . . . . . . . . . . . . 
Building-Livingston Street  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

17,000
10,500

Properties are leased under long-term leases for varying periods, the longest of which extends to 2073, and 
in most instances renewal options are included. Reference is made to Notes 5 and 12 to the Consolidated Financial 
Statements contained in the 2020 Annual Report to Shareholders, incorporated herein by reference. Properties owned 
and subject to mortgage are the Brooklyn Fulton Street at Bond Street and Fishkill buildings.

3

<12345678>JOB TITLE J.W. Mays 10-K

JOB NUMBER 379461(1)

REVISION 6

TYPE

SERIAL

PAGE NO. 4

DATE Wednesday, September 30, 2020 

OPERATOR MARIELV 

1. 

Brooklyn, New York—Fulton Street at Bond Street

90% of the property is owned by the Company and the remaining 10% of the property is leased by the Company 
under five separate leases. Expiration dates are as follows: 12/8/2043 (1 lease) which lease currently has one 
thirty-year renewal option through 12/8/2073, 4/30/31 (1 lease), and 4/30/2044 (3 leases).

The  property  is  currently  leased  to  twenty-two  tenants  of  which  eight  are  retail  tenants,  two  are  fast  food 
restaurants, ten occupy office space, one is a dental office and one is a medical office. Two tenants have leased 
in excess of 10% of the rentable square footage. One tenant is a department store (20.60%) and the other tenant 
occupies office space (15.06%).

In March 2017, the Company leased 7,700 square feet to a medical facility for a term of ten years with two five 
year option periods. To accommodate this tenant, an existing tenant surrendered 400 square feet of retail space. 
The cost of renovations for this tenant was $329,154 and brokerage commissions were $216,052. The tenant 
took occupancy and commenced payment of rent in October 2019.

In  September  2019  and  June  2020  a  retail  tenant  surrendered  approximately  85,000  square  feet.  The  retail 
tenant will continue to lease approximately 78,000 square feet. The loss in rental income will be approximately 
$2,350,000 per annum.

In  November  2019,  the  Company  extended  a  lease  with  one  of  the  Company’s  landlords,  which  expires  in 
April 2026 for an additional eight years and eight months to expire in December 2034.

In April 2020, the Company extended leases with three of the Company’s landlords. All three of the leases were 
extended until April 2044.

In August 2020, a retail tenant who occupies 1,810 square feet at the Company’s Nine Bond Street, Brooklyn, 
New York building extended their lease until August 31, 2025.

It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, providing 
the tenants maintain adequate finances.

Occupancy

Lease Expiration

Rent

Year
Ended
7/31/2016
7/31/2017
7/31/2018
7/31/2019
7/31/2020

Rate
76.44%
75.59%
75.26%
75.65%
70.07%

Year
Ended
7/31/2021
7/31/2022
7/31/2023
7/31/2024
7/31/2025
7/31/2026
7/31/2028
7/31/2030
7/31/2032

Number of
Leases
7
2
1
2
1
2
2
3
2
22

Area
Sq. Ft.
61,393
27,423
63
1,840
3,080
15,261
8,437
87,067
28,218
232,782

Annual
Rent
$1,681,102 
 1,150,762 
 9,000 
 79,137 
 115,500 
 665,739 
 285,198 
 3,166,284 
 1,036,725 
$8,189,447 

Percentage of
Gross Annual Rent
8.607
5.892
.046
.405
.591
3.408
1.460
16.211
5.308
41.928

The Company uses 17,810 square feet of available space.

As of July 31, 2020 the federal tax basis is $22,559,989 with accumulated depreciation of $13,034,169 for a net 
carrying value of $9,525,820. The lives taken for depreciation vary between 15-40 years and the methods used 
are straight-line and declining balance.

The real estate taxes for this property are $2,264,321 per year and the rate used is averaged at $10.679 per $100 
of assessed valuation.

2. 

Brooklyn, New York—Jowein building at Elm Place

The building is owned. The property is currently leased to twelve tenants of which one is a retail store, one is a 
fast food restaurant, two are for warehouse space and eight leases are for office space.

In August 2019, a tenant who occupies 23,603 square feet of office space vacated the premises. The annual loss 
in rent will be approximately $814,000.

4

<12345678>JOB TITLE J.W. Mays 10-K

JOB NUMBER 379461(1)

REVISION 6

TYPE

SERIAL

PAGE NO. 5

DATE Wednesday, September 30, 2020 

OPERATOR MARIELV 

In February 2020, a retail tenant who occupies 5,500 square feet vacated the premises. The annual loss in rent 
will be approximately $165,000.

In  June  2020,  the  Company  extended  a  lease  with  an  office  tenant  who  occupies  30,816  square  feet  for  an 
additional ten years expiring May 31, 2030.

It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, providing 
the tenants maintain adequate finances.

Occupancy

Year
Ended
7/31/2016
7/31/2017
7/31/2018
7/31/2019
7/31/2020

Rate
70.70%
77.53%
84.22%
85.14%
73.22%

Year
Ended
7/31/2021
7/31/2022
7/31/2023
7/31/2025
7/31/2028
7/31/2030
7/31/2036
7/31/2037
7/31/2059

Lease Expiration
Number of
Leases
3
1
2
1
1
1
1
1
1
12

Area
Sq. Ft.

6,887
10,569
16,760
23,004
5,000
30,816
12,105
17,425
19,437
142,003

$

Annual
Rent
84,196
377,711
594,596
746,339
150,401
913,109
39,868
598,751
127,675
$ 3,632,646

Rent

Percentage of
Gross Annual Rent
.431
1.934
3.044
3.821
.770
4.675
.204
3.066
.654
18.599

As of July 31, 2020 the federal tax basis is $7,550,837 with accumulated depreciation of $4,678,841 for a net 
carrying value of $2,871,996. The lives taken for depreciation vary between 15-40 years and the methods used 
are straight-line and declining balance.

The real estate taxes for this property are $699,984 per year and the rate used is averaged at $11.161 per $100 
of assessed valuation.

3. 

Jamaica, New York—Jamaica Avenue at 169th Street

Building, improvements and land (“property”) are leased from an affiliated company, principally owned by a 
director of the Company (“Landlord”). The lease expires May 31, 2030. Upon lease termination, all property 
included in operating lease right-of-use assets and leasehold improvements will be turned over to the landlord.

The property is currently leased to ten tenants: five are retail tenants and five occupy office space. In April 
2020, the Company extended its lease with its landlord until May 2030. Four tenants each occupy in excess of 
10% of the rentable square footage: two retail stores occupy 15.86% and 17.66%, respectively; and two office 
tenants occupy 14.23% and 13.50%, respectively. Approximately 23,000 square feet of the building is available 
for lease. There are plans to renovate vacant space for office use upon the execution of future leases to tenants, 
although no assurances can be made as to when or if such leases will be entered into.

It is the intention of the Company to negotiate the renewals of the expiring leases as they come due, providing 
the tenants maintain adequate finances.

Occupancy

Lease Expiration

Rent

Year
Ended
7/31/2016
7/31/2017
7/31/2018
7/31/2019
7/31/2020

Rate
80.16%
80.50%
79.99%
80.50%
80.51%

Year
Ended
7/31/2021
7/31/2022
7/31/2023
7/31/2024
7/31/2025
7/31/2026
7/31/2029

Number of
Leases
2
1
2
1
1
1
2
10

5

Area
Sq. Ft.
42,575
22,045
40,109
28,634
147
6,095
99,544
239,149

Annual
Rent
$ 1,219,891 
545,372 
 1,102,754 
590,644 
10,000 
172,901 
 1,866,275 
$ 5,507,837 

Percentage of
Gross Annual Rent
6.246
2.792
5.646
3.024
.051
.885
9.555
28.199

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OPERATOR MARIELV 

Until  the  lease  agreement  terminates  in  2030,  the  Company  remains  solely  entitled  to  tax  depreciation  and 
other tax deductions relating to the buildings, improvements and maintenance of the property. As of July 31, 
2020, the federal tax basis is $13,863,981 with accumulated depreciation of $9,143,642 for a net carrying value 
of $4,720,339. The lives taken for depreciation vary between 15-40 years and the methods used are straight-line 
and declining balance.

The real estate taxes for this property are $866,856 per year and the rate used is averaged at $11.131 per $100 
of assessed valuation.

4. 

Fishkill, New York—Route 9 at Interstate Highway 84

The Company owns the entire property. In October 2013, the Company leased 99,992 square feet to a retail 
tenant which in March 2019 was reduced to 90,000 Square feet. Occupancy commenced in November 2013 and 
rent commenced in March 2014. The tenant vacated the space in January 2020.

In July 2019, the Company leased 47.000 square feet to a community college at its Fishkill, New York building, 
for a term of fifteen years with two five year option periods. The tenant took occupancy in June 2020 and 
commenced payment of rent in September of 2020.

There are approximately 156,000 square feet of the building available for lease. There are plans to renovate 
vacant space upon the execution of future leases to tenants, although no assurances can be made as to when or 
if such leases will be entered into.

Occupancy

Lease Expiration

Rent

Year
Ended
8/31/2035

Number of
Leases
1

Area
Sq. Ft.
47,000

Annual
Rent

$

0

Percentage of
Gross Annual Rent
.000

Year
Ended
7/31/2016
7/31/2017
7/31/2018
7/31/2019
7/31/2020

Rate
47.39%
47.39%
47.39%
45.42%
21.48%

As of July 31, 2020 the federal tax basis is $19,254,488 with accumulated depreciation of $14,255,184 for a net 
carrying value of $4,999,304. The lives taken for depreciation vary between 15-40 years and the methods used 
are straight-line and declining balance.

The real estate taxes for this property are $140,203 per year and the rate used is averaged at $3.116 per $100 of 
assessed valuation.

5. 

Levittown, New York—Hempstead Turnpike

The Company owns the entire property. In October 2006, the Company entered into a lease agreement with 
a  restaurant.  The  restaurant  constructed  a  new  10,000  square  foot  building,  which  opened  in  May  2008.  In 
October 2016, the restaurant extended its lease for an additional five years expiring May 3, 2023. Ownership 
of the building reverts to the Company at the conclusion of the leasing arrangement, currently May 3, 2023.

Occupancy

Lease Expiration

Rent

Year
Ended
7/31/2016
7/31/2017
7/31/2018
7/31/2019
7/31/2020

Rate
100.00%
100.00%
100.00%
100.00%
100.00%

Year
Ended
7/31/2023

Number of
Leases
Building
Land
1

Area
Sq. Ft.
10,000
75,800
85,800

Annual
Rent
 $413,437 

Percentage of
Gross Annual Rent
2.211

The real estate taxes for this property are $153,224 per year and the rate used is averaged at $1,173.94 per $100 
of assessed valuation.

6

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OPERATOR MARIELV 

6.  Massapequa, New York—Sunrise Highway

The Company is the prime tenant of this leasehold. The lease expired May 14, 2009, and there was one renewal option 
for twenty-one years, which the Company exercised in April 2008. The leasehold is currently subleased to one tenant 
who occupies 113,400 square feet of the property. The sublease expires in May 2030, with no renewal options.

The Company in August 2019, leased 20,000 square feet of space to a fast food restaurant expiring in April 2030. 
Rent commenced in September 2020.

Occupancy

Year
Ended
7/31/2016
7/31/2017
7/31/2018
7/31/2019
7/31/2020

Rate
85.01%
85.01%
90.63%
85.01%
85.01%

Year
Ended
7/31/2030
7/31/2030

Lease Expiration
Number of
Leases
1
1

Area
Sq. Ft.
113,400
20,000
133,400

Rent

Annual
Rent
 $773,798 

Percentage of
Gross Annual Rent
3.962

The real estate taxes for this property are $273,113 per year and the rate used is averaged at $955.44 per $100 
of assessed valuation.

The Company does not own this property. Improvements to the property, if any, are made by tenants.

7. 

Circleville, Ohio—Tarlton Road

The Company owns the entire property. The property is currently leased to two tenants. The tenants use these 
premises for warehouse and distribution facilities. One tenant’s lease agreement was executed for a five year 
period,  with  a  right  to  cancel  after  three  years,  for  75,000  square  feet  to  November  11,  2010  at  which  time 
the tenant occupied 30,000 square feet on a month to month basis. In October 2013, the tenant signed a lease 
agreement for a five year period to occupy 48,000 square feet and in May 2015 signed a modification of lease to 
occupy 72,000 square feet. In August 2016, this tenant signed a further modification of lease to occupy 84,000 
square feet. The other tenant’s lease agreement was executed in May 2015, for a five-year period effective June 
1, 2015, and allows the tenant to have permanent space of 108,000 square feet. In April 2020, the tenant further 
extended the lease until May 31, 2023.

Occupancy

Lease Expiration

Rent

Year
Ended
7/31/2016
7/31/2017
7/31/2018
7/31/2019
7/31/2020

Rate
96.72%
99.04%
99.04%
99.10%
99.30%

Year
Ended
7/31/2022
7/31/2023

Number of
Leases
1
1
2

Area
Sq. Ft.
84,000
108,000
192,000

Annual
Rent
$ 295,859 
431,805 
$ 727,664 

Percentage of
Gross Annual Rent
1.515
2.211
3.726

As of July 31, 2020 the federal tax basis is $4,466,746 with accumulated depreciation of $3,759,897 for a net 
carrying value of $706,849. The lives taken for depreciation vary between 15-40 years and the methods used 
are straight-line and declining balance.

The real estate taxes for this property are $38,142 per year and the rate used is averaged at $5.233 per $100 of 
assessed valuation.

8. 

Brooklyn, New York—Livingston Street

The City of New York through its Economic Development Administration constructed a municipal garage at 
Livingston Street opposite the Company’s Brooklyn properties. The Company has a long-term lease with the 
City of New York and another landlord which expired in 2013. The lease has two renewal options, the last of 
which expires in 2073. The Company exercised one of the renewal options in July 2012 for an additional thirty 
year period, expiring in 2043.

7

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OPERATOR MARIELV 

In the opinion of management, all of the Company’s properties are adequately covered by insurance.

See Note 10 to the Consolidated Financial Statements contained in the 2020 Annual Report to Shareholders, 
which  information  is  incorporated  herein  by  reference,  for  information  concerning  the  tenants,  the  rental 
income from which equals 10% or more of the Company’s rental income.

ITEM 3. LEGAL PROCEEDINGS.

On November 2, 2018 the Company settled the lawsuit relating to defective workmanship and breach of contract 
to replace a roof and various other work on its Fishkill, New York building. The Company agreed to pay $635,000 
to  the  Plaintiffs,  D.  Owens  Electric,  Inc.,  Mid-Hudson  Structural  Concrete,  Inc.  d/b/a  Recycle  Depot,  and  BSB 
Construction, Inc., in settlement of the claims made against the Company. This settlement resolves the actions and 
disputes referred to in the Decision and Order dated October 30, 2018 of the Supreme Court of the State of New York, 
County of Dutchess. The $635,000 was paid in full on November 6, 2018.

There are various other lawsuits and claims pending against the Company. It is the opinion of management 
that the resolution of these matters will not have a material adverse effect on the Company’s Consolidated Financial 
Statements.

If the Company sells, transfers, disposes of or demolishes 25 Elm Place, Brooklyn, New York, then the Company 
may be liable to create a condominium unit for the loading dock. The necessity of creating the condominium unit and 
the cost of such condominium unit cannot be determined at this time.

ITEM 4. MINE SAFETY DISCLOSURES.

None

8

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OPERATOR MARIELV 

PART II

ITEM 5.  MARKET  FOR  REGISTRANT’S  COMMON  EQUITY,  RELATED  STOCKHOLDER 

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

COMMON STOCK INFORMATION

Effective November 8, 1999, the Company’s common stock commenced trading on The Nasdaq Capital Market 
tier of The Nasdaq Stock Market under the Symbol: “Mays”. Such shares were previously traded on The Nasdaq 
National  Market.  Effective  August  1,  2006,  NASDAQ  became  operational  as  an  exchange  in  NASDAQ-Listed 
Securities. It is now known as The NASDAQ Stock Market LLC.

On September 7, 2020, the Company had approximately 800 shareholders of record.

RECENT SALES OF UNREGISTERED SECURITIES

During the year ended July 31, 2020 we did not sell any unregistered securities.

RECENT PURCHASES OF EQUITY SECURITIES

During the year ended July 31, 2020 we did not repurchase any of our outstanding equity securities.

ITEM 6.  SELECTED FINANCIAL DATA.

Not required.

ITEM 7.  MANAGEMENT’S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND 

RESULTS OF OPERATIONS.

The information appearing under the heading “Management’s Discussion and Analysis of Financial Condition 
and Results of Operations” on pages 25-30 of the Registrant’s 2020 Annual Report to Shareholders is incorporated 
herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The  Registrant’s  Consolidated  Financial  Statements,  together  with  the  report  of  Prager  Metis  CPA’S,  LLC, 
independent  registered  public  accounting  firm,  dated  October  8,  2020,  appearing  on  pages  3  through  24  of  the 
Registrant’s  2020  Annual  Report  to  Shareholders  is  incorporated  herein  by  reference.  With  the  exception  of  the 
aforementioned  information  and  the  information  incorporated  by  reference  in  Items  2,  6,  and  7  hereof,  the  2020 
Annual Report to Shareholders is not to be deemed filed as part of this Form 10-K Annual Report.

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING 

AND FINANCIAL DISCLOSURE.

There  are  no  disagreements  between  the  Company  and  its  accountants  relating  to  accounting  or  financial 

disclosures. The information contained in our Form 8-K filed on January 14, 2020 is incorporated by reference.

9

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OPERATOR MARIELV 

ITEM 9A.  CONTROLS AND PROCEDURES.

(A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

The  Company’s  management  reviewed  the  Company’s  internal  controls  and  procedures  and  the  effectiveness 
of these controls. As of July 31, 2020, the Company carried out an evaluation, under the supervision of, and with the 
participation  of  the  Company’s  management,  including  its  Chief  Executive  Officer  and  Chief  Financial  Officer,  of 
the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rules 
13a-14(c) and 15d-14(c) of the Securities Exchange Act of 1934. Based upon that evaluation, the Chief Executive Officer 
and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely 
alerting them to material information relating to the Company required to be included in its periodic SEC filings.

(B) CHANGE TO INTERNAL CONTROLS OVER FINANCIAL REPORTING.

There was no change in the Company’s internal controls over financial reporting or in other factors during the 
Company’s last fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s 
internal controls over financial reporting. There were no significant deficiencies or material weaknesses noted, and 
therefore there were no corrective actions taken.

(C)  MANAGEMENT’S  ANNUAL  REPORT  ON  INTERNAL  CONTROL  OVER  FINANCIAL 
REPORTING.

The  Company’s  management  is  responsible  for  establishing  and  maintaining  adequate  internal  control  over 
financial reporting as such term is defined in Rule 13(a)-15(f). Our internal control system has been designed to 
provide reasonable assurance to the Company’s management and its Board of Directors regarding the preparation 
and fair presentation of published financial statements. All internal control systems, no matter how well designed, 
have inherent limitations. Even those systems that have been determined to be effective can provide only reasonable 
assurance with respect to financial statement preparation and presentation. The Company’s management assessed 
the effectiveness of our internal control over financial reporting as of July 31, 2020. In making this assessment, the 
Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway 
Commission in Internal Control – Integrated Framework published in 2013.  Based on the Company’s assessments, 
we believe that, as of July 31, 2020, its internal control over financial reporting is effective based on these criteria.

This  Form  10-K  Annual  Report  does  not  include  an  attestation  report  of  our  independent  registered  public 
accounting  firm  regarding  internal  controls  over  financial  reporting.    Management’s  report  was  not  subject  to 
attestation by our independent registered public accounting firm pursuant to the permanent exemption for smaller 
reporting company filers from the internal control audit requirement of Section 404(b) of the Sarbanes-Oxley Act 
of 2002.

ITEM 9B. OTHER INFORMATION.

Reports on Form 8-K - Two reports on Form 8-K was filed by the Company during the three months ended 

July 31, 2020.

Item reported - The Company reported its financial results for the three and nine months ended April 30, 2020.

Date of report filed - June 4, 2020.

Item reported – Entry into a material definitive agreement.

Date of report filed - July 1, 2020.

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OPERATOR MARIELV 

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information relating to directors of the Company is contained in the Definitive Proxy Statement for the 

2020 Annual Meeting of Shareholders and such information is incorporated herein by reference.

Executive Officers of the Registrant

The following information is furnished with respect to each Executive Officer of the Registrant (each of whose 
position is reviewed annually but each of whom has a three-year employment agreement, effective August 1, 2011 
and renewed August 1, 2014, August 1, 2017 and August 1, 2020).

Name
Lloyd J. Shulman  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Age
78

Mark S. Greenblatt . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

66

Ward N. Lyke, Jr.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

George Silva . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

69

70

Business Experience During 
the Past Five Years

President
Co-Chairman of the Board 

First Became 
Such Officer 
or Director
November, 1978

and President

June, 1995

Chairman of the Board 

and President

Director
Vice President
Treasurer
Director
Assistant Treasurer
Vice President
Assistant Treasurer
Vice President

November, 1996
November, 1977
August, 2000
August, 2003
August, 2003
November, 1987
February, 1984
August, 2003
March, 1995

All of the above mentioned officers have been appointed as such by the directors and have been employed as 

Executive Officers of the Company during the past five years.

ITEM 11.  COMPENSATION.

The  information  required  by  this  item  appears  under  the  heading  “Compensation”  in  the  Definitive  Proxy 

Statement for the 2020 Annual Meeting of Shareholders and such information is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 

AND RELATED STOCKHOLDER MATTERS.

The information required by this item appears under the headings “Security Ownership of Certain Beneficial 
Owners and Management” and “Information Concerning Nominees for Election as Directors” in the Definitive Proxy 
Statement for the 2020 Annual Meeting of Shareholders and such information is incorporated herein by reference.

ITEM 13.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS,  AND  DIRECTOR 

INDEPENDENCE.

The information required by this item appears under the headings “Compensation” “Certain Transactions,” 
and “Board Interlocks and Insider Participation” in the Definitive Proxy Statement for the 2020 Annual Meeting of 
Shareholders and such information is incorporated herein by reference.

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OPERATOR MARIELV 

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES.

The following table sets forth the fees paid by the Company (on a cash basis) to its independent registered public 

accounting firm, Prager Metis CPA’S, LLC, for the fiscal years 2020 and 2019.

Audit fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Audit related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Tax fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 
Total Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 

Fiscal Year

2020
$165,000
10,500
66,310
$241,810

2019
$171,500
6,930
55,775
$234,205

Audit Fees for fiscal year 2020 and fiscal year 2019 were for professional services rendered for the audits of 
the  consolidated  financial  statements  of  the  Company,  interim  quarterly  reviews  of  Form  10-Q  information  and 
assistance with the review of documents filed with the U. S. Securities and Exchange Commission.

Audit related fees for fiscal year 2020 and fiscal 2019 consist of consultations concerning financial accounting 

and reporting standards.

Tax fees for fiscal year 2020 and fiscal year 2019 were for services related to tax compliance and preparation of 

federal, state and local corporate tax returns and audit of real estate tax matters.

The officers of the Company consult with, and receive the approval of, the Audit Committee before engaging 

accountants for any services.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents are filed as part of this report:

PART IV

1. 

2. 

3. 

The Consolidated Financial Statements and report of Prager Metis CPA’S, LLC, independent registered 
public accounting firm, dated October 8, 2020, set forth on pages 3 through 23 of the Company’s 2020 
Annual Report to Shareholders.

See accompanying Index to the Company’s Consolidated Financial Statements and Schedules.

Exhibits:

(2)  Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable.

(3)  Articles of incorporation and by-laws:

(i)  Certificate of Incorporation and certificate of amendment.

(ii)  By-laws, as amended — incorporated by reference.

(4) 

Instruments defining the rights of security holders, including indentures—see Exhibit (3) above.

(9)  Voting trust agreement—not applicable.

(10)  Material contracts:

(i) 

(ii) 

 The  J.W.  Mays,  Inc.  Retirement  Plan  and  Trust,  Summary  Plan  Description,  effective 
August 1, 2015.

 Employment Agreements with Messrs. Shulman, Greenblatt, Lyke and Silva, each originally dated 
August 1, 2005, were incorporated by reference to Registrant’s Form 8-K dated August 1, 2005. 
Each of these Employment Agreements had been extended on multiple occasions, the most recent 
as of August 1, 2020 for three year periods. Each Employment Agreement dated as of August 1, 
2020 and scheduled to end on July 31, 2023 is attached as an Exhibit to this Form 10-K.

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(11)  Statement re computation of per share earnings—not applicable.

(12)  Statement re computation of ratios—not applicable.

(13)  Annual Report to security holders.

(14)  Code of ethics—not applicable.

(16)  Letter  re  change  in  certifying  auditors—incorporated  by  reference  to  Form  8-K  filed  on 

January 14, 2020.

(18)  Letter re change in accounting principles—not applicable.

(21)  Subsidiaries of the registrant.

(22)  Published report re matters submitted to vote of security holders—not applicable.

(24)  Power of attorney—none.

(28)  Information from reports furnished to state insurance regulatory authorities—not applicable.

(31)  Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1—Chief Executive Officer

31.2—Chief Financial Officer

(32)  Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002; 18 U.S.C. Sec. 1350.

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OPERATOR MARIELV 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant 

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SIGNATURES

October 8, 2020

October 8, 2020

J.W. MAYS, INC.
(Registrant)

By: LLOYD J. SHULMAN
Lloyd J. Shulman
Chairman of the Board
Principal Executive Officer
President
Principal Operating Officer

By: MARK S. GREENBLATT
Mark S. Greenblatt
Vice President and Treasurer
Principal Financial Officer

October 8, 2020

By: WARD N. LYKE, JR.

Ward N. Lyke, Jr.
Vice President
and Assistant Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below 

by the following persons on behalf of the Registrant in the capacities and on the date indicated.

Signature

Title

Date

LLOYD J. SHULMAN
Lloyd J. Shulman

MARK S. GREENBLATT
Mark S. Greenblatt

ROBERT L. ECKER
Robert L. Ecker

STEVEN GURNEY-GOLDMAN
Steven Gurney-Goldman

JOHN J. PEARL
John J. Pearl

DEAN L. RYDER
Dean L. Ryder

JACK SCHWARTZ
Jack Schwartz

Chairman of the Board, Chief Executive
Officer, President, Chief Operating
Officer and Director

October 8, 2020

Vice President, Treasurer and Director

October 8, 2020

October 8, 2020

October 8, 2020

October 8, 2020

October 8, 2020

October 8, 2020

Director

Director

Director

Director

Director

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INDEX TO REGISTRANT’S FINANCIAL STATEMENTS AND SCHEDULES

Reference is made to the following sections of the Registrant’s Annual Report to Shareholders for the fiscal 

year ended July 31, 2020, which are incorporated herein by reference:

Reports of Independent Registered Public Accounting Firms (pages 23-24) 

Consolidated Balance Sheets (page 3) 

Consolidated Statements of Operations (page 4) 

Consolidated Statement of Changes in Shareholders Equity (page 5)

Consolidated Statements of Cash Flows (page 6) 

Notes to Consolidated Financial Statements (pages 7-20)

Financial Statement Schedules

Real Estate and Accumulated Depreciation (page 21)

Report of Management (page 22)

All other schedules for which provision is made in the applicable regulations of the U. S. Securities and Exchange 

Commission are not required under the related instructions or are inapplicable and, accordingly, are omitted.

The separate financial statements and schedules of J.W. Mays, Inc. (not consolidated) are omitted because the 

Company is primarily an operating company and its subsidiaries are wholly-owned.

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(2)  Plan of acquisition, reorganization, arrangement, liquidation or succession—not applicable

EXHIBIT INDEX TO FORM 10-K

(3) 

(i)  Certificate of incorporation and certificate of amendment

(ii)  By-laws, as amended — incorporated by reference

(4) 

Instruments defining the rights of security holders, including indentures—see Exhibit (3) above

(9)  Voting trust agreement—not applicable

(10)   Material contracts— (i) 

Retirement Plan and Trust, Summary Plan Description

(ii)  Employment agreements — Employment Agreements with Messrs. 

Shulman, Greenblatt, Lyke and Silva, each originally dated August 1, 2005, 
were incorporated by reference to Registrant’s Form 8-K dated August 1, 
2005. Each of these Employment Agreements had been extended on multiple 
occasions, the most recent as of August 1, 2020 for three year periods. Each 
Employment Agreement dated as of August 1, 2020 and scheduled to end on 
July 31, 2023 is attached as an Exhibit to this Form 10-K.

(11)  Statement re computation of per share earnings—not applicable

(12)  Statement re computation of ratios—not applicable

(13)   Annual Report to security holders

(14)   Code of ethics—not applicable

(16)   Letter re change in certifying auditors—incorporated by reference to Form 8-K filed on January 14, 2020

(18)   Letter re change in accounting principles—not applicable

(21)   Subsidiaries of the registrant

(22)  Published report re matters submitted to vote of security holders—not applicable

(24)   Power of attorney—none

(28)   Information from reports furnished to state insurance regulatory authorities—not applicable

(31)  Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act—1 and 2

31.1—Chief Executive Officer

31.2—Chief Financial Officer

(32)  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

16

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EXHIBIT 3-(i)

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EXHIBIT 10 (i)

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EXHIBIT 10 (ii)

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EMPLOYMENT AGREEMENT

AGREEMENT made on the 1st day of August, 2020, which further modifies and extends the Employment 
Agreement  originally  made  as  of  the  1st  day  of  August,  2008,  which  expired  on  July  31,  2011,  as  modified  and 
extended by the Employment Agreement made as of the 1st day of August, 2011, which expired on July 31, 2014, as 
modified and extended by the Employment Agreement made as of the 1st day of August, 2014, which expired on 
July 31, 2017, and as modified and extended by the Employment Agreement made on the 22nd day of March, 2017 
which expired on July 31, 2020, between J.W. Mays, Inc., a New York corporation with offices and principal place 
of business located at 9 Bond Street, Brooklyn, New York 11201 (hereinafter called the “Company”), and Lloyd J. 
Shulman (hereinafter called “Shulman” or “Employee”).

WHEREAS,  Shulman  has  rendered  distinguished  and  dedicated  service  to  the  Company  for  many  years, 

currently serves as its President and his services have continuing value to the Company; and

WHEREAS, the Company desires to assure continuity of the services of Shulman as President by means of 
an Employment Agreement and Shulman is willing to enter into such Agreement upon the terms and conditions 
hereinafter set forth; and

WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the 

continued successful operation of the Company’s business.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

1. Nature of Services and Duties:

(A)  The  Company  hereby  employs  Shulman  and  Shulman  accepts  employment  as  the  President  of 

the Company.

(B) Shulman shall devote his best efforts and substantially all of his business time to advance the interests 
of  the Company, subject to the control  of the  Board  of Directors, and subject to and bound by  all personnel and 
corporate policies and procedures applicable to employees of the Company. At all times he shall be furnished office 
accommodations adequate for the performance of his duties and compatible with his position as President of the 
Company.

2. Term of Employment:

(A) Shulman’s employment hereunder shall commence as of August 1, 2020 and shall end at the close 
of business on July 31, 2023, subject to earlier termination as provided in this Agreement in the event of Shulman’s 
retirement or permanent disability (the “Term of Employment”). Leave of absence for any period of time authorized 
by the Board of Directors of the Company shall not be deemed an interruption, cessation or termination of the terms 
of Shulman’s employment.

(B) Shulman may, at his option, elect to retire at any time upon at least ninety (90) days prior written 

notice to the Company.

(C) Nothing in this Agreement shall prevent the Company from terminating the employment at any time 
for cause. The following events shall constitute cause: (i) fraud, criminal conduct, misappropriation, embezzlement 
or the like; or (ii) willful misconduct of the Employee in connection with the performance of his duties under this 
Agreement; or (iii) violation of any material provision of this Agreement.

3. Compensation:

(A)  The  Company  agrees  to  compensate  Shulman  for  his  services,  and  Shulman  agrees  to  accept  as 
compensation for his services, during the period of his employment hereunder or any renewal thereof, the sum of not 
less than Three Hundred Eighty Two Thousand Five Hundred and 00/100 ($382,500.00) Dollars per annum, payable 
in equal monthly or other installments in accordance with the general practice of the Company with respect to Senior 
Executives. Shulman shall be entitled to such increases and additional payments as may be determined from time to 
time by the Board of Directors in its discretion.

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(B) To the extent to which he may qualify, he shall, in addition, be entitled to participate in all plans now 
or hereafter adopted for Executives or employees, including, but not limited to, pension, group insurance or medical 
plans, and in any other employee benefit plans, whether similar to or different from any of the foregoing categories, 
offered or made available by the Company.

(C) The Company shall reimburse Shulman upon submission of vouchers by him, for all out-of-pocket 
expenses for entertainment, travel, meals, hotel accommodations and the like, incurred by him in the interest of the 
business of the Company.

(D)  The  Company  shall  have  the  right,  at  its  option,  to  allocate  payment  of  Shulman’s  compensation 
or expenses, or any part thereof, among its subsidiaries or divisions, if any, to the extent applicable as its Board of 
Directors may from time to time direct.

4. Restrictive Covenant:

(A)  Shulman  acknowledges  that:  (i)  due  to  the  nature  of  his  duties,  he  has  and  will  continue  to  have 
access to and will acquire confidential information relating to the business and operation of the Company: and (ii) 
Shulman’s expertise and background would enable him to compete with the business of the Company, which is the 
ownership, control, development, management and operation of real property;

(B) Shulman shall not at any time, either during or after his employment, directly or indirectly, divulge, 
disclose or communicate to any person or entity, any non-public information affecting or relating to the business of 
the Company (the “Confidential Information”), including without limitation the names and addresses of its tenants, 
sub-tenants and prospective or potential tenants, marketing information, information regarding the nature and extent 
of its ownership interests in real property, leasing information, including, but not limited to, rents, expiration dates, 
rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its 
plans, its financial arrangements or condition, its policies and procedures, or contracts and other relationships with 
and  information  regarding  other  individuals  or  entities,  including,  but  not  limited  to  employees  and  independent 
contractors,  regardless  of  whether  any  or  all  of  the  foregoing  matters  would  be  deemed  confidential  material  or 
important,  the  parties  stipulating  that  as  between  them  such  information  is  confidential,  important  and  gravely 
affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section 
is a material breach of this Agreement. Upon Shulman’s termination of employment, he shall immediately deliver 
to the Company all of the Company’s Confidential Information and shall not retain in any copies of the Company’s 
Confidential Information without the express prior written consent of the Company.

(C)  In  consideration  of  the  amounts  paid  and  payable  pursuant  to  this  Agreement,  and  for  other  good 
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Shulman hereby agrees 
as follows:

1.  Except  under  and  pursuant  to  this  Agreement,  or  as  otherwise  consented  to  in  writing  by  the 
Company from time to time, during the Term of Employment, Shulman shall not at any time or place whatsoever, 
either  directly  or  indirectly,  engage  or  be  interested  as  owner,  stockholder,  partner,  member  director,  officer, 
employee, independent contractor or otherwise, (either with or without compensation), in any person, business or 
entity which is directly or indirectly in competition with the Company, or any of its subsidiaries. This provision shall 
not be construed to prohibit investment by Shulman in publicly traded securities.

2. During the twenty-four (24) month period immediately following the termination of Shulman’s 
employment, without regard to the reason for such termination, Shulman shall not directly or indirectly, whether 
on Shulman’s own account or as an employee, partner, member, manager, officer or director of, or consultant or 
independent contractor to, or holder of more than five (5%) percent of the equity interest in any other entity, within a 
fifteen (15) mile radius of the then principal place of business of the Company, do any of the following:

(a) enter into or engage in any business which is competitive with the Company’s Business.

(b) induce any person employed by the Company, to join a corporation, partnership, joint venture, 
limited liability company or other entity in any such capacity, directly or indirectly, if such business is competitive 
with that of the Company or if such business, or its successors or assigns, competes with the Company or if such 
business, or its successors or assigns, solicits tenants of the Company.

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(c) employ, directly or indirectly, any of the Company’s Confidential Information in whole or in any 

material part.

(D)  For  the  purposes  of  this  Agreement,  a  business  will  be  deemed  competitive  with  the  Company’s 
Business if it engages in any manner in the ownership, control, development, management and/or operation of real 
property.

(E) Shulman hereby agrees that, in the event of his breach of any of the covenants set forth in this Section 
4, the Company shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent 
injunction  or  similar  court  order  enjoining  Shulman  from  violating  any  of  such  provisions,  and  that  pending  the 
hearing  and  the  decision  on  the  application  for  permanent  equitable  relief,  the  Company  shall  be  entitled  to  a 
temporary restraining order and a preliminary injunction, all at Shulman’s expense, including reasonable attorney’s 
fees and disbursements, provided, however, no such remedy shall be construed to be the exclusive remedy of the 
Company and any and all such remedies shall be held and construed to be cumulative and not exclusive of any rights 
or remedies, whether at law or in equity, otherwise available under the terms of this Agreement, at common law, or 
under federal, state or local statutes, rules and regulations.

(F) Each provision contained in this Section 4 is intended to be independent of the others, and shall survive 
and shall remain binding and enforceable, notwithstanding that any of the other provisions may be declared invalid, 
void or unenforceable and, in the case of the geographical and time limitations, may be modified in geographical 
scope or duration by any court of competent jurisdiction to the extent necessary to make such provision valid and 
enforceable.

(G) The provisions of this Section 4 shall survive the termination of Shulman’s employment.

(H) If any present or future statute of the State of New York provides protections or remedies relating to 
Confidential Information, which are greater than the protections and remedies provided by this Agreement, then the 
Company shall also have the benefit of such additional statutory protections and remedies.

(I) The provisions of this Section 4 shall not apply to work of any kind performed by the Employee for any 

entity which is affiliated or related to the Company, including, but not limited to Weinstein Enterprises, Inc.

5. Disability:

(A) If Shulman becomes permanently disabled (as defined herein) during the period of his employment, 
the Company may terminate his employment on not less than three (3) months’ prior notice, but the Company shall 
nevertheless pay Shulman his compensation, as then in effect, for the balance of his Term of Employment.

(B)  Shulman  shall  be  deemed  permanently  disabled  if  either  (i)  he  and  the  Company  so  agree,  or  (ii) 
after a period of ninety (90) days during which Shulman is continuously unable, as a result of any physical or mental 
ailment,  to  perform  his  major  duties  and  responsibilities  as  provided  in  Section  1,  he  is,  either  at  his  (or  on  his 
behalf) or the Company’s request, examined by New York University Medical Center, New York, New York, or any 
successor organization, or by any other Hospital in the City of New York of comparable stature, mutually agreed 
upon (hereinafter called the “Hospital”), and the Hospital certifies that, in the opinion of its Medical Examiners, 
Shulman’s health is such that, for a period of ninety (90) days or more from that date, Shulman is and probably will 
be incapacitated, physically or mentally, from performing, or that it would seriously impair his health to perform, his 
major duties and responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses to 
pass on such question, such certificate may be obtained from a majority of a Board of three (3) licensed physicians, 
members of the American Medical Association (New York City Division), one (1) to be chosen by Shulman or on his 
behalf, one (1) by the Company, and the third (3rd) by the other two (2), if they can agree thereon, otherwise by the 
then President of the New York State Medical Association. The certificate of two (2) of the said physicians shall be 
final and binding upon both parties hereto.

6. Assignability of This Agreement:

This Agreement is personal and shall not be assignable by Shulman and its terms, covenants and conditions 

shall be binding upon and inure to the benefit of the Company, or its successors and assigns.

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7. Interpretation of This Agreement:

This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of 
New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior 
Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or 
amended or any term or provision thereof waived or discharged except in writing signed by the party against whom 
such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this 
Agreement shall be valid unless in writing and signed by the person or party to be charged.

The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the 

meaning thereof.

Whenever the singular is used in this Agreement and when required by the context, the same shall include 

the plural.

This Agreement may be executed in one or more counterparts each of which shall be deemed an original.

8. Notices:

Any notices that may, at any time, be required to be given hereunder shall mean written notice and be addressed 
by Registered or Certified Mail as follows, unless a different address be furnished by Registered or Certified Mail 
to the other party: 

If to the Company:

If to Shulman:

at 9 Bond Street
Brooklyn, NY 11201

at 961 Route 52
Carmel, NY 10512

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested by 
its Secretary and its corporate seal affixed hereunto, and Shulman has affixed his hand and seal as of the date first 
above written.

(SEAL)
ATTEST:
/s/ Salvatore Cappuzzo
Salvatore Cappuzzo, Secretary

By:

J.W. Mays, Inc.
/s/ Mark Greenblatt
Mark Greenblatt, Vice President
and Treasurer

/s/ Lloyd J. Shulman
Lloyd J. Shulman

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EMPLOYMENT AGREEMENT

AGREEMENT made on the 1st day of August, 2020, which further modifies and extends the Employment 
Agreement  originally  made  as  of  the  1st  day  of  August,  2008,  which  expired  on  July  31,  2011,  as  modified  and 
extended by the Employment Agreement made as of the 1st day of August, 2011, which expired on July 31, 2014, as 
modified and extended by the Employment Agreement made as of the 1st day of August, 2014, which expired on 
July 31, 2017, and as modified and extended by the Employment Agreement made on the 22nd day of March, 2017 
which expired on July 31, 2020, between J.W. Mays, Inc., a New York corporation with offices and principal place 
of  business  located  at  9  Bond  Street,  Brooklyn,  New  York  11201  (hereinafter  called  the  “Company”),  and  Mark 
Greenblatt (hereinafter called “Greenblatt” or “Employee”)

WHEREAS,  Greenblatt  has  rendered  distinguished  and  dedicated  service  to  the  Company  for  many  years, 

currently serves as a Vice President and Treasurer and his services have continuing value to the Company; and

WHEREAS, the Company desires to assure continuity of the services of Greenblatt as a Vice President and 
Treasurer by means of an Employment Agreement and Greenblatt is willing to enter into such Agreement upon the 
terms and conditions hereinafter set forth; and

WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the 

continued successful operation of the Company’s business.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

1. Nature of Services and Duties:

(A) The Company hereby employs Greenblatt and Greenblatt accepts employment as a Vice President and 

Treasurer of the Company.

(B)  Greenblatt  shall  devote  his  best  efforts  and  substantially  all  of  his  business  time  to  advance  the 
interests of the Company, subject to the control of the Board of Directors, and subject to and bound by all personnel 
and corporate policies and procedures applicable to employees of the Company. At all times he shall be furnished 
office  accommodations  adequate  for  the  performance  of  his  duties  and  compatible  with  his  position  as  a  Vice 
President and Treasurer of the Company.

2. Term of Employment:

(A) Greenblatt’s employment hereunder shall commence as of August 1, 2020 and shall end at the close 
of business on July 31, 2023, subject to earlier termination as provided in this Agreement in the event of Greenblatt’s 
retirement or permanent disability (the “Term of Employment”). Leave of absence for any period of time authorized 
by the Board of Directors of the Company shall not be deemed an interruption, cessation or termination of the terms 
of Greenblatt’s employment.

(B) Greenblatt may, at his option, elect to retire at any time upon at least ninety (90) days prior written 

notice to the Company.

(C) Nothing in this Agreement shall prevent the Company from terminating the employment at any time 
for cause. The following events shall constitute cause: (i) fraud, criminal conduct, misappropriation, embezzlement 
or the like; or (ii) willful misconduct of the Employee in connection with the performance of his duties under this 
Agreement; or (iii) violation of any material provision of this Agreement.

3. Compensation:

(A) The Company agrees to compensate Greenblatt for his services, and Greenblatt agrees to accept as 
compensation for his services, during the period of his employment hereunder or any renewal thereof, the sum of not 
less than Three Hundred Eighty Thousand and 00/100 ($380,000.00) Dollars per annum, payable in equal monthly 
or other installments in accordance with the general practice of the Company with respect to Senior Executives. 
Greenblatt shall be entitled to such increases and additional payments as may be determined from time to time by 
the Board of Directors in its discretion.

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(B) To the extent to which he may qualify, he shall, in addition, be entitled to participate in all plans now 
or hereafter adopted for Executives or employees, including, but not limited to, pension, group insurance or medical 
plans, and in any other employee benefit plans, whether similar to or different from any of the foregoing categories, 
offered or made available by the Company.

(C) The Company shall reimburse Greenblatt upon submission of vouchers by him, for all out-of-pocket 
expenses for entertainment, travel, meals, hotel accommodations and the like, incurred by him in the interest of the 
business of the Company.

(D) The Company shall have the right, at its option, to allocate payment of Greenblatt’s compensation 
or expenses, or any part thereof, among its subsidiaries or divisions, if any, to the extent applicable as its Board of 
Directors may from time to time direct.

4. Restrictive Covenant:

(A) Greenblatt acknowledges that: (i) due to the nature of his duties, he has and will continue to have 
access to and will acquire confidential information relating to the business and operation of the Company: and (ii) 
Greenblatt’s expertise and background would enable him to compete with the business of the Company, which is the 
ownership, control, development, management and operation of real property;

(B) Greenblatt shall not at any time, either during or after his employment, directly or indirectly, divulge, 
disclose or communicate to any person or entity, any non-public information affecting or relating to the business of 
the Company (the “Confidential Information”), including without limitation the names and addresses of its tenants, 
sub-tenants and prospective or potential tenants, marketing information, information regarding the nature and extent 
of its ownership interests in real property, leasing information, including, but not limited to, rents, expiration dates, 
rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its 
plans, its financial arrangements or condition, its policies and procedures, or contracts and other relationships with 
and  information  regarding  other  individuals  or  entities,  including,  but  not  limited  to  employees  and  independent 
contractors,  regardless  of  whether  any  or  all  of  the  foregoing  matters  would  be  deemed  confidential  material  or 
important,  the  parties  stipulating  that  as  between  them  such  information  is  confidential,  important  and  gravely 
affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section 
is a material breach of this Agreement. Upon Greenblatt’s termination of employment, he shall immediately deliver 
to the Company all of the Company’s Confidential Information and shall not retain in any copies of the Company’s 
Confidential Information without the express prior written consent of the Company.

(C) In consideration of the amounts paid and payable pursuant to this Agreement, and for other good and 
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Greenblatt hereby agrees as 
follows:

1.  Except  under  and  pursuant  to  this  Agreement,  or  as  otherwise  consented  to  in  writing  by  the 
Company from time to time, during the Term of Employment, Greenblatt shall not at any time or place whatsoever, 
either  directly  or  indirectly,  engage  or  be  interested  as  owner,  stockholder,  partner,  member  director,  officer, 
employee, independent contractor or otherwise, (either with or without compensation), in any person, business or 
entity which is directly or indirectly in competition with the Company, or any of its subsidiaries. This provision shall 
not be construed to prohibit investment by Greenblatt in publicly traded securities.

2. During the twenty-four (24) month period immediately following the termination of Greenblatt’s 
employment, without regard to the reason for such termination, Greenblatt shall not directly or indirectly, whether 
on Greenblatt’s own account or as an employee, partner, member, manager, officer or director of, or consultant or 
independent contractor to, or holder of more than five (5%) percent of the equity interest in any other entity, within a 
fifteen (15) mile radius of the then principal place of business of the Company, do any of the following:

(a) enter into or engage in any business which is competitive with the Company’s Business.

(b) induce any person employed by the Company, to join a corporation, partnership, joint venture, 
limited liability company or other entity in any such capacity, directly or indirectly, if such business is competitive 
with that of the Company or if such business, or its successors or assigns, competes with the Company or if such 
business, or its successors or assigns, solicits tenants of the Company.

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(c) employ, directly or indirectly, any of the Company’s Confidential Information in whole or in any 

material part.

(D)  For  the  purposes  of  this  Agreement,  a  business  will  be  deemed  competitive  with  the  Company’s 
Business if it engages in any manner in the ownership, control, development, management and/or operation of real 
property.

(E)  Greenblatt  hereby  agrees  that,  in  the  event  of  his  breach  of  any  of  the  covenants  set  forth  in  this 
Section  4,  the  Company  shall  be  entitled  to  obtain  appropriate  equitable  relief,  including,  without  limitation,  a 
permanent injunction or similar court order enjoining Greenblatt from violating any of such provisions, and that 
pending the hearing and the decision on the application for permanent equitable relief, the Company shall be entitled 
to  a  temporary  restraining  order  and  a  preliminary  injunction,  all  at  Greenblatt’s  expense,  including  reasonable 
attorney’s fees and disbursements, provided, however, no such remedy shall be construed to be the exclusive remedy 
of the Company and any and all such remedies shall be held and construed to be cumulative and not exclusive of any 
rights or remedies, whether at law or in equity, otherwise available under the terms of this Agreement, at common 
law, or under federal, state or local statutes, rules and regulations.

(F) Each provision contained in this Section 4 is intended to be independent of the others, and shall survive 
and shall remain binding and enforceable, notwithstanding that any of the other provisions may be declared invalid, 
void or unenforceable and, in the case of the geographical and time limitations, may be modified in geographical 
scope or duration by any court of competent jurisdiction to the extent necessary to make such provision valid and 
enforceable.

(G) The provisions of this Section 4 shall survive the termination of Greenblatt’s employment.

(H) If any present or future statute of the State of New York provides protections or remedies relating to 
Confidential Information, which are greater than the protections and remedies provided by this Agreement, then the 
Company shall also have the benefit of such additional statutory protections and remedies.

(I) The provisions of this Section 4 shall not apply to work of any kind performed by the Employee for any 

entity which is affiliated or related to the Company, including, but not limited to Weinstein Enterprises, Inc.

5. Disability:

(A) If Greenblatt becomes permanently disabled (as defined herein) during the period of his employment, 
the Company may terminate his employment on not less than three (3) months’ prior notice, but the Company shall 
nevertheless pay Greenblatt his compensation, as then in effect, for the balance of his Term of Employment.

(B) Greenblatt shall be deemed permanently disabled if either (i) he and the Company so agree, or (ii) 
after  a  period  of  ninety  (90)  days  during  which  Greenblatt  is  continuously  unable,  as  a  result  of  any  physical  or 
mental ailment, to perform his major duties and responsibilities as provided in Section 1, he is, either at his (or on 
his behalf) or the Company’s request, examined by New York University Medical Center, New York, New York, or 
any successor organization, or by any other Hospital in the City of New York of comparable stature, mutually agreed 
upon (hereinafter called the “Hospital”), and the Hospital certifies that, in the opinion of its Medical Examiners, 
Greenblatt’s health is such that, for a period of ninety (90) days or more from that date, Greenblatt is and probably 
will be incapacitated, physically or mentally, from performing, or that it would seriously impair his health to perform, 
his major duties and responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses 
to pass on such question, such certificate may be obtained from a majority of a Board of three (3) licensed physicians, 
members of the American Medical Association (New York City Division), one (1) to be chosen by Greenblatt or on 
his behalf, one (1) by the Company, and the third (3rd) by the other two (2), if they can agree thereon, otherwise by the 
then President of the New York State Medical Association. The certificate of two (2) of the said physicians shall be 
final and binding upon both parties hereto.

6. Assignability of This Agreement:

This Agreement is personal and shall not be assignable by Greenblatt, and its terms, covenants and conditions 

shall be binding upon and inure to the benefit of the Company, or its successors and assigns.

<12345678>JOB TITLE J.W. Mays 10-K

REVISION 6

SERIAL

DATE Wednesday, September 30, 2020 

JOB NUMBER 379461(1)

TYPE

PAGE NO. 30

OPERATOR MARIELV 

7. Interpretation of This Agreement:

This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of 
New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior 
Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or 
amended or any term or provision thereof waived or discharged except in writing signed by the party against whom 
such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this 
Agreement shall be valid unless in writing and signed by the person or party to be charged.

The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the 

meaning thereof.

Whenever the singular is used in this Agreement and when required by the context, the same shall include 

the plural.

This Agreement may be executed in one or more counterparts each of which shall be deemed an original.

8. Notices:

Any notices that may, at any time, be required to be given hereunder shall mean written notice and be addressed 
by Registered or Certified Mail as follows, unless a different address be furnished by Registered or Certified Mail 
to the other party: 

If to the Company:

If to Greenblatt:

at 9 Bond Street
Brooklyn, NY 11201

at 1539 Tyler Avenue
East Meadow, NY 11554

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested by 
its Secretary and its corporate seal affixed hereunto, and Greenblatt has affixed his hand and seal as of the date first 
above written.

(SEAL)
ATTEST:
/s/ Salvatore Cappuzzo
Salvatore Cappuzzo, Secretary

By:

J.W. Mays, Inc.
/s/ Lloyd J. Shulman
Lloyd J. Shulman, President

/s/ Mark Greenblatt
Mark Greenblatt

<12345678>JOB TITLE J.W. Mays 10-K

REVISION 6

SERIAL

DATE Wednesday, September 30, 2020 

JOB NUMBER 379461(1)

TYPE

PAGE NO. 31

OPERATOR MARIELV 

EMPLOYMENT AGREEMENT

AGREEMENT made on the 1st day of August, 2020, which further modifies and extends the Employment 
Agreement  originally  made  as  of  the  1st  day  of  August,  2008,  which  expired  on  July  31,  2011,  as  modified  and 
extended by the Employment Agreement made as of the 1st day of August, 2011, which expired on July 31, 2014, as 
modified and extended by the Employment Agreement made as of the 1st day of August, 2014, which expired on 
July 31, 2017, and as modified and extended by the Employment Agreement made on the 22nd day of March, 2017 
which expired on July 31, 2020, between J.W. Mays, Inc., a New York corporation with offices and principal place of 
business located at 9 Bond Street, Brooklyn, New York 11201 (hereinafter called the “Company”), and Ward N. Lyke, 
Jr. (hereinafter called “Lyke” or “Employee”).

WHEREAS, Lyke has rendered distinguished and dedicated service to the Company for many years, currently 

serves as a Vice President and Assistant Treasurer and his services have continuing value to the Company; and

WHEREAS, the Company desires to assure continuity of the services of Lyke as a Vice President and Assistant 
Treasurer by means of an Employment Agreement and Lyke is willing to enter into such Agreement upon the terms 
and conditions hereinafter set forth; and

WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the 

continued successful operation of the Company’s business.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

1. Nature of Services and Duties:

(A) The Company hereby employs Lyke and Lyke accepts employment as a Vice President and Assistant 

Treasurer of the Company.

(B) Lyke shall devote his best efforts and substantially all of his business time to advance the interests 
of  the Company, subject to the control  of the  Board  of Directors, and subject to and bound by  all personnel and 
corporate policies and procedures applicable to employees of the Company. At all times he shall be furnished office 
accommodations adequate for the performance of his duties and compatible with his position as a Vice President and 
Assistant Treasurer of the Company.

2. Term of Employment:

(A)  Lyke’s  employment  hereunder  shall  commence  as  of  August  1,  2020  and  shall  end  at  the  close 
of  business  on  July  31,  2023,  subject  to  earlier  termination  as  provided  in  this  Agreement  in  the  event  of  Lyke’s 
retirement or permanent disability (the “Term of Employment”). Leave of absence for any period of time authorized 
by the Board of Directors of the Company shall not be deemed an interruption, cessation or termination of the terms 
of Lyke’s employment.

(B) Lyke may, at his option, elect to retire at any time upon at least ninety (90) days prior written notice 

to the Company.

(C) Nothing in this Agreement shall prevent the Company from terminating the employment at any time 
for cause. The following events shall constitute cause: (i) fraud, criminal conduct, misappropriation, embezzlement 
or the like; or (ii) willful misconduct of the Employee in connection with the performance of his duties under this 
Agreement; or (iii) violation of any material provision of this Agreement.

3. Compensation:

(A) The Company agrees to compensate Lyke for his services, and Lyke agrees to accept as compensation 
for his services, during the period of his employment hereunder or any renewal thereof, the sum of not less than 
Two Hundred Forty Six Thousand and 00/100 ($246,000.00) Dollars per annum, payable in equal monthly or other 
installments in accordance with the general practice of the Company with respect to Senior Executives. Lyke shall be 
entitled to such increases and additional payments as may be determined from time to time by the Board of Directors 
in its discretion.

<12345678>JOB TITLE J.W. Mays 10-K

REVISION 6

SERIAL

DATE Wednesday, September 30, 2020 

JOB NUMBER 379461(1)

TYPE

PAGE NO. 32

OPERATOR MARIELV 

(B) To the extent to which he may qualify, he shall, in addition, be entitled to participate in all plans now 
or hereafter adopted for Executives or employees, including, but not limited to, pension, group insurance or medical 
plans, and in any other employee benefit plans, whether similar to or different from any of the foregoing categories, 
offered or made available by the Company.

(C)  The  Company  shall  reimburse  Lyke  upon  submission  of  vouchers  by  him,  for  all  out-of-pocket 
expenses for entertainment, travel, meals, hotel accommodations and the like, incurred by him in the interest of the 
business of the Company.

(D)  The  Company  shall  have  the  right,  at  its  option,  to  allocate  payment  of  Lyke’s  compensation  or 
expenses,  or  any  part  thereof,  among  its  subsidiaries  or  divisions,  if  any,  to  the  extent  applicable  as  its  Board  of 
Directors may from time to time direct.

4. Restrictive Covenant:

(A) Lyke acknowledges that: (i) due to the nature of his duties, he has and will continue to have access 
to and will acquire confidential information relating to the business and operation of the Company: and (ii) Lyke’s 
expertise and background would enable him to compete with the business of the Company, which is the ownership, 
control, development, management and operation of real property;

(B)  Lyke  shall  not  at  any  time,  either  during  or  after  his  employment,  directly  or  indirectly,  divulge, 
disclose or communicate to any person or entity, any non-public information affecting or relating to the business of 
the Company (the “Confidential Information”), including without limitation the names and addresses of its tenants, 
sub-tenants and prospective or potential tenants, marketing information, information regarding the nature and extent 
of its ownership interests in real property, leasing information, including, but not limited to, rents, expiration dates, 
rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its 
plans, its financial arrangements or condition, its policies and procedures, or contracts and other relationships with 
and  information  regarding  other  individuals  or  entities,  including,  but  not  limited  to  employees  and  independent 
contractors,  regardless  of  whether  any  or  all  of  the  foregoing  matters  would  be  deemed  confidential  material  or 
important,  the  parties  stipulating  that  as  between  them  such  information  is  confidential,  important  and  gravely 
affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section 
is a material breach of this Agreement. Upon Lyke’s termination of employment, he shall immediately deliver to 
the Company all of the Company’s Confidential Information and shall not retain in any copies of the Company’s 
Confidential Information without the express prior written consent of the Company.

(C) In consideration of the amounts paid and payable pursuant to this Agreement, and for other good and 
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lyke hereby agrees as follows:

1.  Except  under  and  pursuant  to  this  Agreement,  or  as  otherwise  consented  to  in  writing  by  the 
Company from time to time, during the Term of Employment, Lyke shall not at any time or place whatsoever, either 
directly or indirectly, engage or be interested as owner, stockholder, partner, member director, officer, employee, 
independent contractor or otherwise, (either with or without compensation), in any person, business or entity which 
is  directly  or  indirectly  in  competition  with  the  Company,  or  any  of  its  subsidiaries.  This  provision  shall  not  be 
construed to prohibit investment by Lyke in publicly traded securities.

2.  During  the  twenty-four  (24)  month  period  immediately  following  the  termination  of  Lyke’s 
employment,  without  regard  to  the  reason  for  such  termination,  Lyke  shall  not  directly  or  indirectly,  whether  on 
Lyke’s own account or as an employee, partner, member, manager, officer or director of, or consultant or independent 
contractor to, or holder of more than five (5%) percent of the equity interest in any other entity, within a fifteen (15) 
mile radius of the then principal place of business of the Company, do any of the following:

(a) enter into or engage in any business which is competitive with the Company’s Business.

(b) induce any person employed by the Company, to join a corporation, partnership, joint venture, 
limited liability company or other entity in any such capacity, directly or indirectly, if such business is competitive 
with that of the Company or if such business, or its successors or assigns, competes with the Company or if such 
business, or its successors or assigns, solicits tenants of the Company.

<12345678>JOB TITLE J.W. Mays 10-K

REVISION 6

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DATE Wednesday, September 30, 2020 

JOB NUMBER 379461(1)

TYPE

PAGE NO. 33

OPERATOR MARIELV 

(c) employ, directly or indirectly, any of the Company’s Confidential Information in whole or in any 

material part.

(D)  For  the  purposes  of  this  Agreement,  a  business  will  be  deemed  competitive  with  the  Company’s 
Business  if  it  engages  in  any  manner  in  the  ownership,  control,  development,  management  and/or  operation  of 
real property.

(E) Lyke hereby agrees that, in the event of his breach of any of the covenants set forth in this Section 4, the 
Company shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction 
or similar court order enjoining Lyke from violating any of such provisions, and that pending the hearing and the 
decision on the application for permanent equitable relief, the Company shall be entitled to a temporary restraining 
order and a preliminary injunction, all at Lyke’s expense, including reasonable attorney’s fees and disbursements, 
provided, however, no such remedy shall be construed to be the exclusive remedy of the Company and any and all 
such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at 
law or in equity, otherwise available under the terms of this Agreement, at common law, or under federal, state or 
local statutes, rules and regulations.

(F) Each provision contained in this Section 4 is intended to be independent of the others, and shall survive 
and shall remain binding and enforceable, notwithstanding that any of the other provisions may be declared invalid, 
void or unenforceable and, in the case of the geographical and time limitations, may be modified in geographical 
scope or duration by any court of competent jurisdiction to the extent necessary to make such provision valid and 
enforceable.

(G) The provisions of this Section 4 shall survive the termination of Lyke’s employment.

(H) If any present or future statute of the State of New York provides protections or remedies relating to 
Confidential Information, which are greater than the protections and remedies provided by this Agreement, then the 
Company shall also have the benefit of such additional statutory protections and remedies.

(I) The provisions of this Section 4 shall not apply to work of any kind performed by the Employee for any 

entity which is affiliated or related to the Company, including, but not limited to Weinstein Enterprises, Inc.

5. Disability:

(A) If Lyke becomes permanently disabled (as defined herein) during the period of his employment, the 
Company  may  terminate  his  employment  on  not  less  than  three  (3)  months’  prior  notice,  but  the  Company  shall 
nevertheless pay Lyke his compensation, as then in effect, for the balance of his Term of Employment.

(B) Lyke shall be deemed permanently disabled if either (i) he and the Company so agree, or (ii) after a 
period of ninety (90) days during which Lyke is continuously unable, as a result of any physical or mental ailment, 
to perform his major duties and responsibilities as provided in Section 1, he is, either at his (or on his behalf) or the 
Company’s  request,  examined  by  New  York  University  Medical  Center,  New  York,  New  York,  or  any  successor 
organization,  or  by  any  other  Hospital  in  the  City  of  New  York  of  comparable  stature,  mutually  agreed  upon 
(hereinafter called the “Hospital”), and the Hospital certifies that, in the opinion of its Medical Examiners, Lyke’s 
health is such that, for a period of ninety (90) days or more from that date, Lyke is and probably will be incapacitated, 
physically or mentally, from performing, or that it would seriously impair his health to perform, his major duties and 
responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses to pass on such 
question, such certificate may be obtained from a majority of a Board of three (3) licensed physicians, members of 
the American Medical Association (New York City Division), one (1) to be chosen by Lyke or on his behalf, one (1) 
by the Company, and the third (3rd) by the other two (2), if they can agree thereon, otherwise by the then President of 
the New York State Medical Association. The certificate of two (2) of the said physicians shall be final and binding 
upon both parties hereto.

6. Assignability of This Agreement:

This Agreement is personal and shall not be assignable by Lyke and its terms, covenants and conditions shall 

be binding upon and inure to the benefit of the Company, or its successors and assigns.

<12345678>JOB TITLE J.W. Mays 10-K

REVISION 6

SERIAL

DATE Wednesday, September 30, 2020 

JOB NUMBER 379461(1)

TYPE

PAGE NO. 34

OPERATOR MARIELV 

7. Interpretation of This Agreement:

This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of 
New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior 
Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or 
amended or any term or provision thereof waived or discharged except in writing signed by the party against whom 
such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this 
Agreement shall be valid unless in writing and signed by the person or party to be charged.

The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the 

meaning thereof.

Whenever the singular is used in this Agreement and when required by the context, the same shall include 

the plural.

This Agreement may be executed in one or more counterparts each of which shall be deemed an original.

8. Notices:

Any notices that may, at any time, be required to be given hereunder shall mean written notice and be addressed 
by Registered or Certified Mail as follows, unless a different address be furnished by Registered or Certified Mail 
to the other party: 

If to the Company:

If to Lyke:

at 9 Bond Street
Brooklyn, NY 11201

at 41 Horsepound Road
Carmel, New York 10512

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested 
by its Secretary and its corporate seal affixed hereunto, and Lyke has affixed his hand and seal as of the date first 
above written.

(SEAL)
ATTEST:
/s/ Salvatore Cappuzzo
Salvatore Cappuzzo, Secretary

By:

J.W. Mays, Inc.
/s/ Lloyd J. Shulman
Lloyd J. Shulman, President

/s/ Ward N. Lyke, Jr.
Ward N. Lyke, Jr.

<12345678>JOB TITLE J.W. Mays 10-K

REVISION 6

SERIAL

DATE Wednesday, September 30, 2020 

JOB NUMBER 379461(1)

TYPE

PAGE NO. 35

OPERATOR MARIELV 

EMPLOYMENT AGREEMENT

AGREEMENT made on the 1st day of August, 2020, which further modifies and extends the Employment 
Agreement  originally  made  as  of  the  1st  day  of  August,  2008,  which  expired  on  July  31,  2011,  as  modified  and 
extended by the Employment Agreement made as of the 1st day of August, 2011, which expired on July 31, 2014, as 
modified and extended by the Employment Agreement made as of the 1st day of August, 2014, which expired on 
July 31, 2017, and as modified and extended by the Employment Agreement made on the 22nd day of March, 2017 
which expired on July 31, 2020, between J.W. Mays, Inc., a New York corporation with offices and principal place of 
business located at 9 Bond Street, Brooklyn, New York 11201 (hereinafter called the “Company”), and George Silva 
(hereinafter called “Silva” or “Employee”).

WHEREAS, Silva has rendered distinguished and dedicated service to the Company for many years, currently 

serves as a Vice President and his services have continuing value to the Company; and

WHEREAS, the Company desires to assure continuity of the services of Silva as a Vice President by means 
of  an  Employment  Agreement  and  Silva  is  willing  to  enter  into  such  Agreement  upon  the  terms  and  conditions 
hereinafter set forth; and

WHEREAS, the protection of the Company’s Confidential Information (as defined hereinafter) is vital to the 

continued successful operation of the Company’s business.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, it is agreed as follows:

1. Nature of Services and Duties:

(A) The Company hereby employs Silva and Silva accepts employment as a Vice President of the Company.

(B) Silva shall devote his best efforts and substantially all of his business time to advance the interests 
of  the Company, subject to the control  of the  Board  of Directors, and subject to and bound by  all personnel and 
corporate policies and procedures applicable to employees of the Company. At all times he shall be furnished office 
accommodations adequate for the performance of his duties and compatible with his position as a Vice President of 
the Company.

2. Term of Employment:

(A)  Silva’s  employment  hereunder  shall  commence  as  of  August  1,  2020  and  shall  end  at  the  close 
of  business  on  July  31,  2023,  subject  to  earlier  termination  as  provided  in  this  Agreement  in  the  event  of  Silva’s 
retirement or permanent disability (the “Term of Employment”). Leave of absence for any period of time authorized 
by the Board of Directors of the Company shall not be deemed an interruption, cessation or termination of the terms 
of Silva’s employment.

(B) Silva may, at his option, elect to retire at any time upon at least ninety (90) days prior written notice 

to the Company.

(C) Nothing in this Agreement shall prevent the Company from terminating the employment at any time 
for cause. The following events shall constitute cause: (i) fraud, criminal conduct, misappropriation, embezzlement 
or the like; or (ii) willful misconduct of the Employee in connection with the performance of his duties under this 
Agreement; or (iii) violation of any material provision of this Agreement.

3. Compensation:

(A) The Company agrees to compensate Silva for his services, and Silva agrees to accept as compensation 
for his services, during the period of his employment hereunder or any renewal thereof, the sum of not less than Two 
Hundred Eighty Four Thousand and 00/100 ($284,000.00) Dollars per annum, payable in equal monthly or other 
installments in accordance with the general practice of the Company with respect to Senior Executives. Silva shall be 
entitled to such increases and additional payments as may be determined from time to time by the Board of Directors 
in its discretion.

<12345678>JOB TITLE J.W. Mays 10-K

REVISION 6

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DATE Wednesday, September 30, 2020 

JOB NUMBER 379461(1)

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PAGE NO. 36

OPERATOR MARIELV 

(B) To the extent to which he may qualify, he shall, in addition, be entitled to participate in all plans now 
or hereafter adopted for Executives or employees, including, but not limited to, pension, group insurance or medical 
plans, and in any other employee benefit plans, whether similar to or different from any of the foregoing categories, 
offered or made available by the Company.

(C)  The  Company  shall  reimburse  Silva  upon  submission  of  vouchers  by  him,  for  all  out-of-pocket 
expenses for entertainment, travel, meals, hotel accommodations and the like, incurred by him in the interest of the 
business of the Company.

(D)  The  Company  shall  have  the  right,  at  its  option,  to  allocate  payment  of  Silva’s  compensation  or 
expenses,  or  any  part  thereof,  among  its  subsidiaries  or  divisions,  if  any,  to  the  extent  applicable  as  its  Board  of 
Directors may from time to time direct.

4. Restrictive Covenant:

(A) Silva acknowledges that: (i) due to the nature of his duties, he has and will continue to have access 
to and will acquire confidential information relating to the business and operation of the Company: and (ii) Silva’s 
expertise and background would enable him to compete with the business of the Company, which is the ownership, 
control, development, management and operation of real property;

(B)  Silva  shall  not  at  any  time,  either  during  or  after  his  employment,  directly  or  indirectly,  divulge, 
disclose or communicate to any person or entity, any non-public information affecting or relating to the business of 
the Company (the “Confidential Information”), including without limitation the names and addresses of its tenants, 
sub-tenants and prospective or potential tenants, marketing information, information regarding the nature and extent 
of its ownership interests in real property, leasing information, including, but not limited to, rents, expiration dates, 
rights of renewal, or any other lease terms, costs and expenses of operation, income, its manner of operation, its 
plans, its financial arrangements or condition, its policies and procedures, or contracts and other relationships with 
and  information  regarding  other  individuals  or  entities,  including,  but  not  limited  to  employees  and  independent 
contractors,  regardless  of  whether  any  or  all  of  the  foregoing  matters  would  be  deemed  confidential  material  or 
important,  the  parties  stipulating  that  as  between  them  such  information  is  confidential,  important  and  gravely 
affects the successful conduct of the business of the Company and its goodwill and that any breach of this Section 
is a material breach of this Agreement. Upon Silva’s termination of employment, he shall immediately deliver to 
the Company all of the Company’s Confidential Information and shall not retain in any copies of the Company’s 
Confidential Information without the express prior written consent of the Company.

(C) In consideration of the amounts paid and payable pursuant to this Agreement, and for other good and 
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Silva hereby agrees as follows:

1.  Except  under  and  pursuant  to  this  Agreement,  or  as  otherwise  consented  to  in  writing  by  the 
Company from time to time, during the Term of Employment, Silva shall not at any time or place whatsoever, either 
directly or indirectly, engage or be interested as owner, stockholder, partner, member director, officer, employee, 
independent contractor or otherwise, (either with or without compensation), in any person, business or entity which 
is  directly  or  indirectly  in  competition  with  the  Company,  or  any  of  its  subsidiaries.  This  provision  shall  not  be 
construed to prohibit investment by Silva in publicly traded securities.

2.  During  the  twenty-four  (24)  month  period  immediately  following  the  termination  of  Silva’s 
employment,  without  regard  to  the  reason  for  such  termination,  Silva  shall  not  directly  or  indirectly,  whether  on 
Silva’s own account or as an employee, partner, member, manager, officer or director of, or consultant or independent 
contractor to, or holder of more than five (5%) percent of the equity interest in any other entity, within a fifteen (15) 
mile radius of the then principal place of business of the Company, do any of the following:

(a) enter into or engage in any business which is competitive with the Company’s Business.

(b) induce any person employed by the Company, to join a corporation, partnership, joint venture, 
limited liability company or other entity in any such capacity, directly or indirectly, if such business is competitive 
with that of the Company or if such business, or its successors or assigns, competes with the Company or if such 
business, or its successors or assigns, solicits tenants of the Company.

<12345678>JOB TITLE J.W. Mays 10-K

REVISION 6

SERIAL

DATE Wednesday, September 30, 2020 

JOB NUMBER 379461(1)

TYPE

PAGE NO. 37

OPERATOR MARIELV 

(c) employ, directly or indirectly, any of the Company’s Confidential Information in whole or in any 

material part.

(D)  For  the  purposes  of  this  Agreement,  a  business  will  be  deemed  competitive  with  the  Company’s 
Business  if  it  engages  in  any  manner  in  the  ownership,  control,  development,  management  and/or  operation  of 
real property.

(E) Silva hereby agrees that, in the event of his breach of any of the covenants set forth in this Section 4, the 
Company shall be entitled to obtain appropriate equitable relief, including, without limitation, a permanent injunction 
or similar court order enjoining Silva from violating any of such provisions, and that pending the hearing and the 
decision on the application for permanent equitable relief, the Company shall be entitled to a temporary restraining 
order and a preliminary injunction, all at Silva’s expense, including reasonable attorney’s fees and disbursements, 
provided, however, no such remedy shall be construed to be the exclusive remedy of the Company and any and all 
such remedies shall be held and construed to be cumulative and not exclusive of any rights or remedies, whether at 
law or in equity, otherwise available under the terms of this Agreement, at common law, or under federal, state or 
local statutes, rules and regulations.

(F)  Each  provision  contained  in  this  Section  4  is  intended  to  be  independent  of  the  others,  and  shall 
survive and shall remain binding and enforceable, notwithstanding that any of the other provisions may be declared 
invalid,  void  or  unenforceable  and,  in  the  case  of  the  geographical  and  time  limitations,  may  be  modified  in 
geographical scope or duration by any court of competent jurisdiction to the extent necessary to make such provision 
valid and enforceable.

(G) The provisions of this Section 4 shall survive the termination of Silva’s employment.

(H) If any present or future statute of the State of New York provides protections or remedies relating to 
Confidential Information, which are greater than the protections and remedies provided by this Agreement, then the 
Company shall also have the benefit of such additional statutory protections and remedies.

(I) The provisions of this Section 4 shall not apply to work of any kind performed by the Employee for any 

entity which is affiliated or related to the Company, including, but not limited to Weinstein Enterprises, Inc.

5. Disability:

(A) If Silva becomes permanently disabled (as defined herein) during the period of his employment, the 
Company  may  terminate  his  employment  on  not  less  than  three  (3)  months’  prior  notice,  but  the  Company  shall 
nevertheless pay Silva his compensation, as then in effect, for the balance of his Term of Employment.

(B) Silva shall be deemed permanently disabled if either (i) he and the Company so agree, or (ii) after a 
period of ninety (90) days during which Silva is continuously unable, as a result of any physical or mental ailment, 
to perform his major duties and responsibilities as provided in Section 1, he is, either at his (or on his behalf) or the 
Company’s  request,  examined  by  New  York  University  Medical  Center,  New  York,  New  York,  or  any  successor 
organization,  or  by  any  other  Hospital  in  the  City  of  New  York  of  comparable  stature,  mutually  agreed  upon 
(hereinafter called the “Hospital”), and the Hospital certifies that, in the opinion of its Medical Examiners, Silva’s 
health is such that, for a period of ninety (90) days or more from that date, Silva is and probably will be incapacitated, 
physically or mentally, from performing, or that it would seriously impair his health to perform, his major duties and 
responsibilities as provided in Section 1 hereof. If, for any reason, the Hospital cannot or refuses to pass on such 
question, such certificate may be obtained from a majority of a Board of three (3) licensed physicians, members of 
the American Medical Association (New York City Division), one (1) to be chosen by Silva or on his behalf, one (1) 
by the Company, and the third (3rd) by the other two (2), if they can agree thereon, otherwise by the then President of 
the New York State Medical Association. The certificate of two (2) of the said physicians shall be final and binding 
upon both parties hereto.

6. Assignability of This Agreement:

This Agreement is personal and shall not be assignable by Silva and its terms, covenants and conditions shall 

be binding upon and inure to the benefit of the Company, or its successors and assigns.

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7. Interpretation of This Agreement:

This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of 
New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior 
Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or 
amended or any term or provision thereof waived or discharged except in writing signed by the party against whom 
such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this 
Agreement shall be valid unless in writing and signed by the person or party to be charged.

The headings of this Agreement are for purpose of reference only and shall not limit or otherwise affect the 

meaning thereof.

Whenever the singular is used in this Agreement and when required by the context, the same shall include 

the plural.

This Agreement may be executed in one or more counterparts each of which shall be deemed an original.

8. Notices:

Any notices that may, at any time, be required to be given hereunder shall mean written notice and be addressed 
by Registered or Certified Mail as follows, unless a different address be furnished by Registered or Certified Mail 
to the other party: 

If to the Company:

If to Silva:

at 9 Bond Street
Brooklyn, NY 11201

at 115 Pearsall Avenue
Lynbrook, NY 11563

IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by its President, attested by 
its Secretary and its corporate seal affixed hereunto, and Silva has affixed his hand and seal as of the date first above 
written.

(SEAL)
ATTEST:
/s/ Salvatore Cappuzzo
Salvatore Cappuzzo, Secretary

By:

J.W. Mays, Inc.
/s/ Lloyd J. Shulman
Lloyd J. Shulman, President

/s/ George Silva
George Silva

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Subsidiaries of the Registrant

The  Registrant  owns  all  of  the  outstanding  stock  of  the  following  corporations,  which  are  included  in  the 
Consolidated Financial Statements filed with this report:

EXHIBIT 21

Dutchess Mall Sewage Plant, Inc. (a New York corporation)

J. W. M. Realty Corp. (an Ohio corporation)

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EXHIBIT 31.1

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EXHIBIT 31.1

I, Lloyd J. Shulman, certify that:

1. 

I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.;

CERTIFICATION

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements made, in light of the circumstances under which such statements were 
made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly 
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and 
for, the periods presented in this report;

4. 
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure 
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial 
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) 

(b) 

(c) 

(d) 

 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 
designed  under  our  supervision,  to  ensure  that  material  information  relating  to  the  registrant,  including  its 
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in 
which this report is being prepared;

 Designed such internal control over financial reporting, or caused such internal control over financial reporting 
to  be  designed  under  my  supervision,  to  provide  reasonable  assurance  regarding  the  reliability  of  financial 
reporting  and  the  preparation  of  financial  statements  for  external  purposes  in  accordance  with  accounting 
principles generally accepted in the United States of America;

 Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report 
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period 
covered by this report based on such evaluation; and

 Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual 
Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control 
over financial reporting;

5. 
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal 
control  over  financial  reporting,  to  the  registrant’s  auditors  and  the  audit  committee  of  the  registrant’s  board  of 
directors (or persons performing the equivalent functions):

(a) 

 All significant deficiencies and material weaknesses in the design or operation of internal control over financial 
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize 
and report financial information; and

(b) 

 Any fraud, whether or not material, that involves management or other employees who have a significant role 
in the registrant’s internal control over financial reporting.

Date: October 8, 2020

/s/ LLOYD J. SHULMAN
Lloyd J. Shulman
President
Chief Executive Officer

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EXHIBIT 31.2

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EXHIBIT 31.2

I, Mark S. Greenblatt, certify that:

1. 

I have reviewed this Annual Report on Form 10-K of J.W. Mays, Inc.;

CERTIFICATION

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a 
material fact necessary to make the statements made, in light of the circumstances under which such statements were 
made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly 
present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and 
for, the periods presented in this report;

4. 
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure 
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial 
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) 

(b) 

(c) 

(d) 

 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be 
designed  under  our  supervision,  to  ensure  that  material  information  relating  to  the  registrant,  including  its 
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in 
which this report is being prepared;

 Designed such internal control over financial reporting, or caused such internal control over financial reporting 
to  be  designed  under  my  supervision,  to  provide  reasonable  assurance  regarding  the  reliability  of  financial 
reporting  and  the  preparation  of  financial  statements  for  external  purposes  in  accordance  with  accounting 
principles generally accepted in the United States of America;

 Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report 
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period 
covered by this report based on such evaluation; and

 Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred 
during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual 
Report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control 
over financial reporting;

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal 
control  over  financial  reporting,  to  the  registrant’s  auditors  and  the  audit  committee  of  the  registrant’s  board  of 
directors (or persons performing the equivalent functions):

(a) 

 All significant deficiencies and material weaknesses in the design or operation of internal control over financial 
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize 
and report financial information; and

(b) 

 Any fraud, whether or not material, that involves management or other employees who have a significant role 
in the registrant’s internal control over financial reporting.

Date: October 8, 2020

/s/ MARK S. GREENBLATT
Mark S. Greenblatt
Vice President
Chief Financial Officer

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EXHIBIT 32

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CERTIFICATION PURSUANT TO 

18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32

In connection with the Annual Report of J. W. Mays, Inc. (the “Company”) on Form 10-K for the period ending 
July 31, 2020 as filed with the U. S. Securities and Exchange Commission (the “Report”), we, Lloyd J. Shulman 
and Mark S. Greenblatt, Chief Executive Officer and Chief Financial Officer, respectively, of the Company, certify, 
pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

(1) 

(2) 

 The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 
1934; and

 The information contained in the Report fairly presents, in all material respects, the financial condition and 
results of operations of the Company.

October 8, 2020

/s/ LLOYD J. SHULMAN
Lloyd J. Shulman
Chief Executive Officer

/s/ MARK S. GREENBLATT
Mark S. Greenblatt
Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to J.W. Mays, Inc. and will be 
retained by J. W. Mays, Inc. and furnished to the U. S. Securities and Exchange Commission or its staff upon request.

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