Drive Shack Inc. (NYSE:DS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Annual Base Salary
Sarah L. Watterson
$
200,000
Lawrence A. Goodfield, Jr.
$
200,000
Sara A. Yakin
$
200,000
Each of the letter agreements provides that (1) during the term of such executive officer’s employment and for six (6) months thereafter if such executive officer resigns or is terminated for “Cause,” such executive officer will not compete with the Company anywhere in the United States, and (2) during the term of such executive officer’s employment and for twelve (12) months thereafter, such executive officer will not solicit employees, independent contractors or consultants of the Company, accept work in any capacity providing substantially similar services to those such executive officer provided to the Company, or solicit investors or clients of the Company. Each letter agreement also contains covenants relating to the treatment of confidential information and intellectual property. “Cause” is defined as, among other things, such executive officer’s (i) misconduct or gross negligence in the performance of his or her duties to the Company, (ii) failure to perform his or her duties to the Company, (iii) commission of, indictment for, conviction of, or pleading guilty to, a felony, (iv) failure to cooperate in any audit or investigation of the business or financial practices of the Company, (v) fraud or dishonest action or (vi) breach of such Letter Agreement or violation of the code of conduct or other written policy of the Company.
A copy of each of the Letter Agreements is filed as an exhibit herewith and incorporated in this Item 5.02 by reference. The information set forth herein with respect to the Letter Agreements is qualified in its entirety by the full text of such Letter Agreements, which are filed as Exhibits 10.3, 10.4 and 10.5 hereto, respectively, and incorporated into this Item 5.02 by reference.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
In connection with the Internalization, on December 21, 2017, the Company amended and restated its Code of Business Conduct and Ethics (the “Amended Code of Business Conduct and Ethics”) and its Code of Ethics for Principal Executive Officers and Senior Financial Officers (the “Amended Code of Ethics for Officers”), each effective as of January 1, 2018, to reflect, among other things, their application to employees of the Company instead of employees of the Manager. Copies of the Amended Code of Business Conduct and Ethics and the Amended Code of Ethics for Officers will be posted on the Company’s website at ir.driveshack.com.
Item 8.01 Other Events.
On December 21, 2017, the Company issued a press release describing the Internalization. A copy of the press release is included as Exhibit 99.1 to this report and incorporated by reference herein.
Forward Looking Statements
Certain items in this Current Report on Form 8-K may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the benefits of the Company’s internalization of management. These statements are based on management’s current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, many of which are beyond the Company’s control. The Company can give no assurance that its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report on Form 8-K. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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Termination and Cooperation Agreement, dated December 21, 2017, by and between Drive Shack Inc. and FIG LLC |
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Transition Services Agreement, dated December 21, 2017, by and between Drive Shack Inc. and FIG LLC |
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Letter Agreement, dated December 21, 2017, by and between Drive Shack Inc. and Sarah L. Watterson |
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Letter Agreement, dated December 21, 2017, by and between Drive Shack Inc. and Lawrence A. Goodfield, Jr. |
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Letter Agreement, dated December 21, 2017, by and between Drive Shack Inc. and Sara A. Yakin |
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Press release dated December 21, 2017 |
Drive Shack Inc. ExhibitEX-10.1 2 s002005x1_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 EXECUTION VERSION TERMINATION AND COOPERATION AGREEMENT This TERMINATION AND COOPERATION AGREEMENT (the “Agreement”),…To view the full exhibit click here
About Drive Shack Inc. (NYSE:DS)
Drive Shack Inc., formerly Newcastle Investment Corp., is a leisure company. The Company previously operated as a real estate investment trust (REIT). The Company is an owner and operator of golf-related leisure and entertainment businesses. The Company’s portfolio consists of Drive Shack, which is engaged in developing nationwide network of golf entertainment venues; American Golf Corporation, which is a golf course company, and real estate-related assets. American Golf Corporation operates approximately 90 private, resort and public golf courses throughout the United States. It has a range of public and private golf courses in California, New York, and Georgia. It operates multiple facilities that provide golf, tennis, swimming and spa facilities, among others. Its online Pro Shop offers a range of golf gifts, such as personalized golf balls, golf luggage and accessories. Its public golf courses equipped with practice areas, golf shops, driving ranges, and food and beverage options.