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Maryland
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001-33549
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38-3754322
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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299 Park Avenue, 13th Floor
New York, New York
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10171
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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TIPT
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Nasdaq Capital Market
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01
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Entry into a Material Definitive Agreement.
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Item 9.01
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Financial Statements and Exhibits.
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TIPTREE INC.
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Date:
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December 20, 2019
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By:
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/s/ Jonathan Ilany
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Name: Jonathan Ilany
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Title: Chief Executive Officer
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1.
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The Company will provide to Inayatullah or an entity owned and controlled by him the following:
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a.
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Use of two trading desks and one office and related information technology support;
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b.
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One Bloomberg terminal;
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c.
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85% of the time of one Holdings employee (the “Holdings Employee”) will be dedicated to providing Inayatullah or an entity owned and controlled by Inayatullah for services and support. Up to 15% of the time of Holdings Employee will be dedicated for services related to accounting, tax and administrative services and related to the Liquidating Funds and Segregated Assets as well other services mutually agreed; and
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d.
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Healthcare and benefits for Inayatullah and the Holdings Employee consistent with that of Tiptree employees
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2.
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Inayatullah or an entity owned and controlled by him will provide to the Company the following:
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a.
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Advice and other services as requested by the Company’s Executive Committee; and
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b.
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Reimbursement of 85% of the actual cost of the annual base compensation and healthcare costs of the Holdings Employee and 100% of healthcare costs for Inayatullah.
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3.
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For the avoidance of doubt, Inayatullah shall receive no compensation from the Company, shall not be an agent or employee of the Company and shall have no authority to enter into legally binding agreements or obligations on behalf of the Company.
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4.
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Inayatullah shall be bound by and comply with the Company’s policies and procedures.
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5.
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This Agreement shall be effective from January 1, 2020 until December 31, 2020.
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6.
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No person other than the Parties shall be entitled to any benefits under the Agreement. No Party shall assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party. This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof, and constitutes the complete agreement and understanding between the parties unless modified in a writing signed by the parties. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York applicable to contracts executed and to be performed entirely within such State, excluding any conflict of laws rule or principle that might refer the governance of the construction of this Agreement to the law of another jurisdiction. Any amendment, waiver or variation of this Agreement shall not be binding on the Parties unless it is agreed in writing and signed by all Parties. This Agreement may be executed in counterparts, which taken together shall constitute one instrument.
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7.
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Nothing herein shall be construed to modify or amend any of the terms of any other agreement listed herein.
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