Attached files
file | filename |
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EX-10.3 - EX-10.3 - TIPTREE INC. | y04169exv10w3.htm |
EX-3.1 - EX-3.1 - TIPTREE INC. | y04169exv3w1.htm |
EX-10.2 - EX-10.2 - TIPTREE INC. | y04169exv10w2.htm |
EX-10.1 - EX-10.1 - TIPTREE INC. | y04169exv10w1.htm |
EX-10.4 - EX-10.4 - TIPTREE INC. | y04169exv10w4.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 8, 2010 (November 4, 2010)
Date of Report (Date of earliest event reported)
Date of Report (Date of earliest event reported)
CARE INVESTMENT TRUST INC.
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation) |
001-33549 (Commission File Number) |
38-3754322 (I.R.S. Employer Identification No.) |
505 Fifth Avenue, 6th Floor, New York, New York (Address of principal executive offices) |
10017 (zip code) |
Registrants telephone number, including area code: (212) 771-0505
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
Item 1.01. Entry into a Material Definitive Agreement.
CIT Termination, Cooperation and Confidentiality Agreement
On November 4, 2010, the Company entered into a Termination, Cooperation and Confidentiality
Agreement (the CIT Termination Agreement) with CIT Healthcare LLC (CIT Healthcare), the
Companys external manager. The CIT Termination Agreement is attached hereto as Exhibit 10.1.
Pursuant to the CIT Termination Agreement, the parties agreed to terminate the Amended and Restated
Management Agreement dated as of January 15, 2010, between the parties ( the A&R Management
Agreement) effective as of November 16, 2010 (the Termination Effective Date), subject to
extension of the Termination Effective Date under certain circumstances as set forth in the CIT
Termination Agreement. The CIT Termination Agreement also provides for an 180 day cooperation
period beginning on the Termination Effective Date relating to the transition of management of the
Company from CIT Healthcare to the officers of the Company, a two year mutual confidentiality
period and a mutual release of all claims related to CIT Healthcares management of the Company.
Under the CIT Termination Agreement, the parties agree that in lieu of the payments otherwise
required under the termination provisions of the A&R Management Agreement, the Company will pay to
CIT Healthcare on the Termination Effective Date $2,400,000 plus any earned but unpaid monthly
installments of the base management fee due under the A&R Management Agreement.
Employment Agreement with Salvatore (Torey) Riso, Jr.
On November 4, 2010, Care Investment Trust Inc. (the Company) entered into an Employment
Agreement with Salvatore (Torey) Riso, Jr. to be effective upon termination of the Amended and
Restated Management Agreement between the Company and CIT Healthcare LLC. Pursuant to the
agreement, Mr. Riso continues to act as Chief Executive Officer and President of the Company for an
initial employment term through December 31, 2013, followed by successive one year employment terms
unless terminated by either party in accordance with the agreement. Mr. Risos employment agreement
is attached hereto as Exhibit 10.2. Mr. Riso is entitled to an annual base salary of $225,000 until
December 31, 2010 and an annual base salary of $250,000 per annum thereafter. He will also receive
a one-time cash payment of $100,000 and a one-time grant of immediately vested common stock of the
Company with a then current value of approximately $200,000 on or about January 3, 2010. Mr. Riso
is also eligible for an annual bonus in cash and equity compensation based upon certain annual
performance targets set by the Board of Directors of the Company or a committee thereof in its
discretion. For the year ending December 31, 2011, the annual cash bonus, if earned, could range
from $200,000 to $300,000 and the annual equity-based bonus, if earned, could range in value from
$125,000 to $375,000. If Mr. Riso is terminated by the Company without cause or terminates his
employment for good reason, each as defined in the agreement, he will be entitled to the
continuation of his base salary for the greater of (a) a period of 12 months and (b) the number of
whole months falling between the date of termination and February 1, 2013, the full vesting of all
Company equity awards as of the date of termination and the continuing exercisability of all stock
options and stock appreciation rights for the lesser of (x) 12 months after the date of termination
and (y) the remainder of their term. The agreement also contains a one year non-compete period and
a confidentiality restriction on Mr. Riso.
Employment Agreement with Steven M. Sherwyn
On November 4, 2010, the Company entered into an Employment Agreement with Steven M. Sherwyn
to be effective immediately. Pursuant to the agreement, Mr. Sherwyn will act as Chief Financial
Officer of the Company for an initial employment term through December 31, 2013, followed by
successive one year employment terms unless terminated by either party in accordance with the
agreement. Mr. Sherwyns employment agreement is attached hereto as Exhibit 10.3. Mr. Sherwyn is
entitled to an annual base salary of $200,000 per annum. He will also receive a one-time grant of
10,000 shares immediately vested common stock of the Company on or about January 3, 2010. Mr.
Sherwyn is also eligible for an annual bonus in cash and equity compensation based upon certain
annual performance targets set by the Board of Directors of the Company or a committee thereof in
its discretion. For the year ending December 31, 2011, the annual cash bonus, if earned, could
range from $100,000 to $200,000 and the annual equity-based bonus, if earned, could range in value
from $150,000 to $250,000. If Mr. Sherwyn is terminated by the Company without cause or
terminates his employment for good reason, each as defined in the agreement, he will be entitled
to the continuation of his base salary for the greater of (a) a period of 12 months and (b) the
number of whole months falling between the date of termination and February 1, 2013, the full
vesting of all Company equity awards as of the date of termination and the continuing
exercisability of all stock options and stock appreciation rights for the lesser of (x) 12 months
after the date of termination and (y) the remainder of their term. The agreement also contains a
one year non-compete period and a confidentiality restriction on Mr. Sherwyn.
Services Agreement with TREIT Management LLC
On November 4, 2010, the Company entered into a Services Agreement (the Services Agreement)
with TREIT Management LLC (TREIT) pursuant to which TREIT will provide certain advisory services
related to the Companys business beginning on the Termination Effective Date. For such services,
the Company will pay TREIT a monthly base services fee in arrears of one-twelfth of 0.5% of the
Companys Equity (as defined in the Services Agreement) for each month and a quarterly incentive
fee (20%, or a higher percentage if requested by TREIT and approved by an independent committee of
directors, of which will be paid in shares of common stock of the Company ) of 15% of the Companys
AFFO Plus Gain (Loss) On Sale (as defined in the Services Agreement) so long as and to the extent
that the Companys AFFO Plus Gain (Loss) on Sale (as defined in the Services Agreement) exceeds an
amount equal to Equity multiplied by the Hurdle Rate (as defined in the Services Agreement). The
initial term of the Services Agreement extends until December 31, 2013, unless terminated earlier
in accordance with the terms of the Services Agreement and will be automatically renewed for one
year periods following such date unless either party elects not to renew the Services Agreement in
accordance with its terms. The Services Agreement also contains a two year confidentiality
provision and a restriction on assignment by TREIT. The Services Agreement is attached hereto as
Exhibit 10.4.
Item 1.02. Termination of a Material Definitive Agreement.
On November 4, 2010, pursuant to the CIT Termination Agreement, the Company and CIT Healthcare
agreed to terminate the A&R Management Agreement as of the Termination Effective Date. In lieu of
the payments otherwise required under the termination provisions of the A&R Management Agreement,
the parties agreed that the Company will pay to CIT on the Termination Effective Date $2,400,000
plus any earned but unpaid monthly installments of the base management fee due under the A&R
Management Agreement (prorated as applicable).
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On November 4, 2010, the Board approved an increase in size of the Companys Board effective
as of the Termination Effective Date and appointed Salvatore (Torey) V. Riso, Jr. to fill the
vacancy resulting from such increase effective as of the Termination Effective Date.
On November 4, 2010,
Paul F. Hughes resigned as Chief Financial Officer, Chief Compliance
Officer and Secretary of the Company, and the Company appointed Steven M. Sherwyn, age 49, as Chief
Financial Officer, Treasurer, Chief Compliance Officer and Secretary of the Company. Mr. Sherwyn
served as director of Hypo Real Estate Capital Corp. from 2004 to 2006, senior director from 2006
to 2007 and managing director from 2007 to 2008. He also served as Chief Financial Officer for
Quadra Realty Trust, Inc. from 2007 to 2008, Chief Financial Officer of Galiot Capital Corporation
from 2008 to 2009 and Chief Financial Officer of Western Asset Mortgage Capital Corporation in
2009, all real estate investment trusts. The information contained in Item 1.02 regarding Mr.
Sherwyns employment agreement is incorporated by reference into this Item 5.02.
From September 14, 2010, until November 4, 2010, Mr. Sherwyn served as a consultant to the
Company providing financial and accounting advisory services and earning aggregate compensation
during such period of approximately $20,000.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 4, 2010, the Board of Directors of the Company approved several amendments to the
the Companys bylaws effective immediately. The Bylaws were amended to (1) add disclosure
requirements with respect to directors nominated by shareholders and with respect to shareholder
proposals for other business at the annual meeting, (2) add requirements with respect to the
information and other documents that a director nominated by shareholders is required to deliver in
connection with such nomination, (3) provide for ratification by shareholders or the Board of any
action or inaction by Care or its officers to the extent that the shareholders or the Board, as
applicable, could have originally authorized the matter, (4) allow for emergency meetings of the
Board to be called by any director or officer under certain circumstances without complying with
the notice requirements of the Bylaws and provide that the number of directors necessary to
constitute a quorum in such situations is one-third of the Board, (5) update references to the
current existing committees of the Board and (6) provide that if no record date is set by the Board
within 20 days of a shareholders request for a special meeting, then the record date for
determining the shareholders entitled to request a special meeting will be the date the request is
first signed and delivered to the secretary of Care.
The amended and restated Bylaws of Care reflecting these amendments are filed as Exhibit 3.1
to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this Report.
Exhibit No. | Description | |
3.1
|
Third Amended and Restated Bylaws of Care Investment Trust Inc. dated as of November 4, 2010. | |
10.1
|
Termination, Cooperation and Confidentiality Agreement by and between Care Investment Trust Inc. and CIT Healthcare LLC dated as of November 4, 2010. | |
10.2
|
Employment Agreement by and between Care Investment Trust Inc. and Salvatore (Torey) Riso, Jr. dated as of November 4, 2010. | |
10.3
|
Employment Agreement by and between Care Investment Trust Inc. and Steven M. Sherwyn dated as of November 4, 2010. | |
10.4
|
Services Agreement by and between Care Investment Trust Inc. and TREIT Management LLC dated as of November 4, 2010. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 8, 2010
CARE INVESTMENT TRUST INC. |
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By: | /s/ Steven M. Sherwyn | |||
Name: | Steven M. Sherwyn | |||
Title: | Chief Financial Officer, Treasurer, Chief Compliance Officer and Secretary |
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