UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 
FORM S-8
REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INNSUITES HOSPITALITY TRUST

(Exact Name of Registrant as Specified in Its Charter)

Ohio   34-6647590
(State or Other Jurisdiction   (I.R.S. Employer
of Incorporation or Organization)   Identification No.)

 

InnSuites Hotels Centre
1730 E. Northern Avenue, Suite 122
Phoenix, Arizona 85020

(Address of Principal Executive Offices, Including Zip Code)

 

InnSuites Hospitality Trust 2017 Equity Incentive Plan

(Full Title of the Plan)

 

Adam B. Remis

Chief Financial Officer

InnSuites Hospitality Trust

1730 E. Northern Avenue, Suite 122
Phoenix, Arizona 85020

(602) 944-1500

 

(Name, Address, and Telephone Number, Including Area Code, of Agent For Service)

 

With a copy to :
Jurgita Ashley
Thompson Hine LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
(216) 566-8928

 

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 [  ] Accelerated filer [  ]
Non-accelerated filer [  ] (Do not check if a smaller reporting company) Smaller reporting company [X]
  Emerging growth company [  ]

 

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 7(a)(2)(B) of the Securities Act [  ]

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

 

Amount To Be
Registered (1)

   

Proposed
Maximum
Offering Price
per Share (2)

   

Proposed
Maximum
Aggregate
Offering Price (2)

   

Amount of
Registration Fee

 
Shares of Beneficial Interest, without par value     1,600,000     $ 1.86     $ 2,976,000     $ 371.00  

 

  (1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover an indeterminate number of additional shares of the Registrant’s Shares of Beneficial Interest that become issuable under the InnSuites Hospitality Trust 2017 Equity Incentive Plan by reason of any stock splits, stock dividends, reorganizations, mergers, consolidations, recapitalizations or other similar transactions.
  (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act and based upon the average of the high and low prices of the Registrant’s Shares of Beneficial Interest as reported by the NYSE American on January 26, 2018.

 

 

 

 

 

 

PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The Registrant will send or give documents containing the information specified by Part I of the Registration Statement to participants in the InnSuites Hospitality Trust 2017 Equity Incentive Plan (the “Plan”), as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents need not be filed with the Commission, but these documents constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3 . Incorporation of Documents by Reference.

 

The following documents, which are on file with the Commission, are incorporated by reference into the Registration Statement (except for the portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof or otherwise not filed with the Commission which are deemed not to be incorporated by reference into the Registration Statement):

  1. The Registrant’s Annual Report on Form 10-K for the Registrant’s fiscal year ended January 31, 2017;
     
  2. The Registrant’s Quarterly Reports on Form 10-Q for the Registrant’s quarters ended April 30, 2017, July 31, 2017 and October 31, 2017;
     
  3. The Registrant’s Current Reports on Form 8-K filed with the Commission on February 21, 2017, March 6, 2017, April 5, 2017, May 4, 2017, May 12, 2017, May 15, 2017, June 7, 2017, June 22, 2017 (as amended by Form 8-K/A filed on June 22, 2017), July 6, 2017, July 13, 2017, July 24, 2017, September 5, 2017, November 2, 2017, November 14, 2017, December 8, 2017, January 18, 2018 and January 31, 2018;
     
  4. The Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on December 15, 2017; and
     
  5. The description of the Registrant’s Shares of Beneficial Interest, without par value, contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on April 5, 1999, including any amendments or reports filed for the purpose of updating that description.

 

In addition, all documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), other than those furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or other information “furnished” to the Commission, prior to the filing of a post-effective amendment to the Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part hereof from the time of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.

 

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Item 4. Description of Securities.

 

The securities to be offered are registered under Section 12 of the Exchange Act and, accordingly, no description is provided hereunder.

 


Item 5. Interests of Named Experts and Counsel.

 

Not applicable.

 


Item 6. Indemnification of Directors and Officers.

 

The Registrant is an unincorporated Ohio real estate investment trust. Generally, Section 1747 of the Ohio Revised Code, which governs unincorporated real estate investment trusts, provides that, in addition to the powers set forth in the statute, the Registrant has the power, subject to certain limitations, to exercise the powers set forth in the Registrant’s trust instrument, which is known as the Second Amended and Restated Declaration of Trust (the “Declaration”). The Declaration provides that, except in the case of breach of duty to the Registrant or to shareholders and subject to the provisions described in the following paragraph, no trustee, officer, employee or agent of the Registrant shall be subject to any personal liability, in tort, contract or otherwise, to any person in connection with the property or affairs of the Registrant and, in the event any trustee, officer, employee or agent of the Registrant is made party to any suit or proceeding to enforce any such liability, he or she shall not be held to any personal liability. The Declaration also provides that no shareholder of the Registrant shall be subject to any personal liability, in tort, contract or otherwise, to any person in connection with the property or affairs of the Registrant.

 

The Declaration further provides that no trustee, officer, employee or agent of the Registrant shall be liable in damages to the Registrant or to any shareholder, trustee, officer, employee or agent of the Registrant for any action or failure to act (including, without limitation, the failure to compel in any way any former or acting trustee to redress any breach of trust) except for his or her own bad faith, willful misconduct, gross negligence or reckless disregard of his or her duties or for his or her failure to act in good faith in the reasonable belief that his or her action was in the best interests of the Registrant. In addition, no trustee of the Registrant shall be liable in damages to the Registrant or to any shareholder, trustee, officer, employee or agent of the Registrant for any action that he or she takes or fails to take as a trustee (including without limitation the failure to compel in any way any former or acting trustee to redress any breach of trust), unless it is proved by clear and convincing evidence in a court of competent jurisdiction that his or her action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Registrant or undertaken with reckless disregard for the best interests of the Registrant.

 

For purposes of determining what a person reasonably believes to be in the best interests of the Registrant, a trustee must consider the interests of shareholders and, in his or her discretion, may consider any of the factors which a director of a corporation incorporated under the laws of the State of Ohio may consider under Ohio law in the performance of his or her duties as a director of such corporation.

 

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With respect to indemnification, the Declaration provides that the Registrant is required to indemnify each of its trustees, officers, employees and agents (including those who serve at its request as directors, officers, partners, trustees or the like of another person in which it has any interest as a shareholder, creditor or otherwise), against all liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees, reasonably incurred by him or her in connection with the defense or disposition of any action, suit or other proceeding by the Registrant or any other person, whether civil or criminal, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, by reason of his or her being or having been such a trustee, officer, employee or agent, except in respect of any matter as to which he or she shall have been adjudicated to have acted in bad faith or with willful misconduct or reckless disregard of his or her duties or gross negligence or not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the Registrant; provided, however, that as to any matter disposed of by a compromise payment by such trustee, officer, employee or agent, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless the Registrant shall have received a written opinion from counsel approved by the trustees to the effect that if the foregoing matters had been adjudicated, they would likely have been adjudicated in favor of such trustee, officer, employee or agent or unless a meeting of the trustees at which a quorum consisting of trustees who are not parties to or threatened with such action, suit or other proceeding shall make such a determination. The foregoing indemnification rights accruing to any trustee, officer, employee or agent under the Declaration are in addition to any other rights to which such person may be lawfully entitled; provided, however, that no trustee, officer, employee or agent may satisfy any right of indemnity or reimbursement granted in the Declaration or to which he or she may be otherwise entitled except out of the property of the Registrant. The Declaration authorizes the trustees to make advance payments in connection with the foregoing indemnification rights, provided that the indemnified trustee, officer, employee or agent has given a written undertaking to reimburse the Registrant in the event it is subsequently determined that he or she is not entitled to such indemnification.

 

The Declaration provides that actions taken by or conduct on the part of the Registrant’s adviser, a trustee, officer, employee or agent of the Registrant in conformity with or in good faith reliance upon certain provisions of the Declaration (including, but not limited to, provisions relating to related party transactions) will not, for purposes of the Declaration, constitute bad faith, willful misconduct, gross negligence or reckless disregard of his or her duties, or failure to act in good faith in the reasonable belief that his or her action was in the best interests of the Registrant.

 

The Declaration also authorizes the trustees of the Registrant, to the extent permitted by law, to indemnify or enter into agreements in respect of indemnification with any person with whom the Registrant has dealings. The Registrant has entered into indemnification agreements with each trustee and executive officer of the Registrant providing for indemnification against all liabilities and expenses reasonably incurred by an officer or trustee in connection with the defense or disposition of any suit or other proceeding, in which he or she may be involved or with which he or she may be threatened, while in office or thereafter, because of his or her position at the Registrant. There is no indemnification for any matter as to which an officer or trustee is adjudicated to have acted in bad faith, with willful misconduct or reckless disregard of his or her duties, with gross negligence, or not in good faith in the reasonable belief that his or her action was in our best interests. The Registrant advance payments in connection with indemnification under the agreements. The level of indemnification is to the full extent of the net equity based on appraised and/or market value of the Registrant.

 

Item 7. Exemption from Registration Claimed.

 

Not applicable.

 

Item 8 . Exhibits.

 

An opinion of counsel as to the valid issuance of the securities being registered under this Registration Statement is not required because the securities will not be original issuance securities. If at any time the Registrant determines otherwise, an appropriate opinion of counsel will be filed.

 

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Exhibit Number  

Description of Exhibit

 

4.1

 

Second Amended and Restated Declaration of Trust of InnSuites Hospitality Trust, dated June 16, 1998, as further amended on July 12, 1999 (incorporated by reference to Exhibit 3.1 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended January 31, 2005, filed with the Commission on May 16, 2005).

     
4.2  

InnSuites Hospitality Trust 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on January 31, 2018).

     
4.3  

Form of Nonqualified Stock Option Agreement under the InnSuites Hospitality Trust 2017 Equity Incentive Plan.

     
4.4  

Form of Trustee Restricted Share Agreement under the InnSuites Hospitality Trust 2017 Equity Incentive Plan.

     
99.1   Second Amended and Restated Agreement of Limited Partnership of RRF Limited Partnership, dated March 24, 2014 (incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, filed with the Commission on March 26, 2014).
     
23.1   Consent of Hall & Company Certified Public Accountants & Consultants, Inc.
     
24.1

 

Power of Attorney.

 

Item 9. Undertakings.

 

(a) The undersigned Registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post- effective amendment to the Registration Statement:

 

(i) to include any prospectus required by section 10(a)(3) of the Securities Act;

 

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

 

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(iii) to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

 

provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on the 31st day of January 31, 2018.

 

  INNSUITES HOSPITALITY TRUST
     
  By: /s/ Adam B. Remis
    Adam B. Remis
    Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Name   Title   Date
         
/s/ James F. Wirth   Chairman and Chief Executive Officer   January 31, 2018
James F. Wirth   (Principal Executive Officer)    
         
/s/ Adam B. Remis   Chief Financial Officer   January 31, 2018
Adam B. Remis   (Principal Financial Officer and
Principal Accounting Officer) 		   
         
/s/ Marc E. Berg*   Trustee   January 31, 2018
Marc E. Berg        
         
/s/ Steven S. Robson*   Trustee   January 31, 2018
Steven S. Robson        
         
/s/ Leslie T. Kutasi*   Trustee   January 31, 2018
Leslie T. Kutasi        
         
/s/ Jessie Ronnie Chase*   Trustee   January 31, 2018
Jessie Ronnie Chase        

 

*By: /s/ Adam B. Remis  
  Adam B. Remis  
  Attorney-In-Fact  

 

 

 

 

 

INNSUITES HOSPITALITY TRUST

NONQUALIFIED STOCK OPTION AGREEMENT

[Time-Based Vesting]

 

Notice of Stock Option Award

 

InnSuites Hospitality Trust (the “ Company ”), grants to the Grantee named below, in accordance with the terms of the InnSuites Hospitality Trust 2017 Equity Incentive Plan (the “ Plan ”) and this Nonqualified Stock Option Agreement (the “ Agreement ”), an option (the “ Stock Option ”) to purchase the number of Shares at the exercise price per share (“ Exercise Price ”) as follows:

 

Name of Grantee: {TBD}
   
Number of Shares: {TBD} Shares
   
Exercise Price: ${TBD} per Share
   
Date of Grant: {TBD}

 

Terms of Agreement

 

1. Grant of Stock Option . Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee, as of the Date of Grant set forth above, this Stock Option to purchase the number of Shares at the Exercise Price as set forth above. This Stock Option is intended to be a nonqualified stock option and shall not be treated as an “incentive stock option” within the meaning of that term under Section 422 of the Code.

 

2. Vesting of Stock Option .

 

(a) Unless and until terminated as hereinafter provided, the Stock Option shall become vested and exercisable in accordance with the vesting schedule below (subject to rounding conventions adopted by the Company), provided that the Grantee shall have remained in the continuous employ of the Company or a Subsidiary through each applicable Vesting Date.

 

Shares for which the Stock
Option Becomes Vested and
Exercisable 		 

 

Vesting Date

1/3   1st anniversary of the Date of Grant
1/3   2nd anniversary of the Date of Grant
1/3   3rd anniversary of the Date of Grant

 

(b) Notwithstanding the provisions of Section 2(a), the Stock Option will become immediately vested in full if, prior to a Vesting Date: (i) the Grantee ceases to be employed with the Company and its Subsidiaries by reason of death or Disability (defined by reference to the long-term disability plan covering the Grantee that is maintained by the Company or a Subsidiary); or (ii) a Change in Control occurs while the Grantee is employed by the Company or any Subsidiary.

 

(c) For purposes of this Agreement, the continuous employment of the Grantee with the Company and its Subsidiaries shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company and its Subsidiaries, by reason of the transfer of his employment among the Company and its Subsidiaries or a leave of absence or layoff approved by the Company.

 

3. Forfeiture of Stock Option . To the extent that the Stock Option has not yet vested pursuant to Section 2 above, it shall be forfeited automatically without further action or notice if the Grantee ceases to be employed by the Company and its Subsidiaries prior to an applicable Vesting Date other than as provided in Section 2(b).

 

 

 

 

4. Exercise of Stock Option .

 

(a) To the extent that the Stock Option becomes vested and exercisable in accordance with Section 2 of this Agreement, it may be exercised in whole or in part from time to time by written notice to the Company or its designee stating the number of Shares for which the Stock Option is being exercised (which number must be a whole number), the intended manner of payment, and such other provisions as may be required by the Company or its designee. The Stock Option may be exercised, during the lifetime of the Grantee, only by the Grantee, or in the event of his legal incapacity, by his guardian or legal representative acting on behalf of the Grantee in a fiduciary capacity under state law and court supervision. If the Grantee dies before the expiration of the Stock Option, all or part of this Stock Option may be exercised (prior to expiration) by the personal representative of the Grantee or by any person who has acquired this Stock Option directly from the Grantee by will, bequest or inheritance, but only to the extent that the Stock Option was vested and exercisable upon the Grantee’s death.

 

(b) The Exercise Price is payable (i) in cash or by certified or cashier’s check or other cash equivalent acceptable to the Company payable to the order of the Company, (ii) by surrender of Shares (including by attestation) owned by the Grantee having an aggregate Fair Market Value at the time of exercise equal to the total Exercise Price, (iii) by a cashless exercise (including by withholding Shares deliverable upon exercise and through a broker-assisted arrangement to the extent permitted by Applicable Laws), or (iv) by a combination of the foregoing methods.

 

5. Term of Stock Option . The Stock Option will terminate, to the extent not previously exercised or forfeited, on the earliest of the following dates (the “ Expiration Date ”):

 

(a) One year after the termination of the Grantee’s employment by the Company and its Subsidiaries due to death or Disability;

 

(b) Three months after the termination of the Grantee’s employment with the Company and its Subsidiaries for any reason other than for death, Disability or Cause (as defined below);

 

(c) Immediately upon termination of employment, if the Grantee’s employment is terminated by the Company and its Subsidiaries for Cause (as defined below); or

 

(d) Midnight on the tenth anniversary of the Date of Grant.

 

Notwithstanding the foregoing provisions of this Section 5, the period during which the Stock Option can be exercised after a termination of employment subject to Section 5(b) above will automatically be extended if, on the scheduled expiration date of such Stock Option as set forth above, the Grantee cannot exercise the Stock Option because such an exercise would violate an applicable federal, state, local, or foreign law; provided, however , that such period shall not extend beyond the earlier of (i) thirty days after the exercise of the Stock Option first would no longer violate an applicable federal, state, local, and foreign law, or (ii) the tenth anniversary of the Date of Grant. For purposes of this Agreement, “ Cause ”, unless otherwise defined in an employment agreement or similar agreement between the Grantee and the Company or a Subsidiary, means the Grantee’s (i) willful refusal to follow lawful directives of the Company which are consistent with the scope and nature of the Grantee’s duties and responsibilities (other than an isolated, insubstantial or inadvertent action or failure which is remedied by the Grantee within 10 days after written notice from the Company); (ii) conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude, fraud or embezzlement; (iii) gross negligence or willful misconduct resulting in a material loss to the Company or any of its Subsidiaries or material damage to the reputation of the Company or any of its Subsidiaries; (iv) material breach of any one or more of the covenants contained in any proprietary interest protection, confidentiality, non-competition or non-solicitation agreement between the Grantee and the Company or a Subsidiary or (v) violation of any statutory or common law duty of loyalty to the Company or any of its Subsidiaries.

 

6. Delivery of Shares . Subject to the terms and conditions of this Agreement, Shares shall be issuable to the Grantee as soon as administratively practicable following the date the Grantee (a) exercises the Stock Option in accordance with Section 4 hereof, (b) makes full payment to the Company or its designee of the Exercise Price, and (c) makes arrangements satisfactory to the Company (or any Subsidiary, if applicable) for the payment of any required withholding taxes related to the exercise of the Stock Option. The Grantee shall not possess any incidents of ownership (including, without limitation, dividend and voting rights) in the Shares until such Shares have been issued to the Grantee in accordance with this Section 6.

 

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7. Transferability . The Stock Option may not be sold, exchanged, assigned, transferred, pledged, encumbered or otherwise disposed of by the Grantee; provided that the Grantee’s rights with respect to such Stock Option may be transferred by will or pursuant to the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 7 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Stock Option.

 

8. No Employment Contract . Nothing contained in this Agreement shall confer upon the Grantee any right with respect to continuance of employment by the Company and its Subsidiaries, nor limit or affect in any manner the right of the Company and its Subsidiaries to terminate the employment or adjust the compensation of the Grantee, in each case with or without Cause.

 

9. Relation to Other Benefits . Any economic or other benefit to the Grantee under this Agreement or the Plan shall not be taken into account in determining any benefits to which the Grantee may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

 

10. Taxes and Withholding . The Grantee is responsible for any federal, state, local or other taxes with respect to the Stock Option. The Company does not guarantee any particular tax treatment or results in connection with the grant or exercise of the Stock Option or the delivery of Shares. To the extent the Company or any Subsidiary is required to withhold any federal, state, local, foreign or other taxes in connection with the delivery of Shares under this Agreement, then the Company or Subsidiary (as applicable) shall retain a number of Shares otherwise deliverable hereunder with a value equal to the required withholding (based on the Fair Market Value of the Shares on the date of delivery); provided that in no event shall the value of the Shares retained exceed the minimum amount of taxes required to be withheld or such other amount that will not result in a negative accounting impact, unless the Company and the Grantee agree to another method.

 

11. Compliance with Law . The Company shall make reasonable efforts to comply with all applicable federal and state securities laws and listing requirements with respect to the Stock Option; provided that, notwithstanding any other provision of this Agreement, and only to the extent permitted under Section 409A of the Code, the Company shall not be obligated to deliver any Shares pursuant to this Agreement if the delivery thereof would result in a violation of any such law or listing requirement.

 

12. Adjustments . The Exercise Price and the number and kind of Shares covered by this Agreement shall be subject to adjustment as provided in Section 15 of the Plan.

 

13. Amendments . Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Agreement shall adversely affect in a material way the rights of the Grantee under this Agreement without the Grantee’s consent unless otherwise provided in the Plan.

 

14. Severability . In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

 

15. Relation to Plan . This Agreement is subject to the terms and conditions of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Stock Option.

 

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16. Successors and Assigns . Without limiting Section 7 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

 

17. Governing Law . The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

 

18. Use of Grantee’s Information . Information about the Grantee and the Grantee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in any one or more of the ways referred to above.

 

19. Electronic Delivery. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

 

(signature page follows)

 

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Date of Grant.

 

  InnSuites Hospitality Trust
     
  By:               
  Name:  
  Title:  
     
  GRANTEE
     
     
  Name:  

 

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INNSUITES HOSPITALITY TRUST

RESTRICTED SHARE AGREEMENT

[Non-Employee Trustee Award]

 

Notice of Restricted Share Award

 

InnSuites Hospitality Trust (the “ Company ”), grants to the Grantee named below, in accordance with the terms of the InnSuites Hospitality Trust 2017 Equity Incentive Plan (the “ Plan ”) and this Restricted Share Agreement (the “ Agreement ”), the number of Restricted Shares set forth below (the “ Restricted Shares ”):

 

Name of Grantee: {TBD}
   
Number of Restricted Shares: {TBD} Shares
   
Date of Grant: {TBD}

 

Terms of Agreement

 

1. Grant of Restricted Shares . Subject to and upon the terms, conditions and restrictions set forth in this Agreement and in the Plan, the Company hereby grants to the Grantee, as of the Date of Grant set forth above, the number of Restricted Shares set forth above. The Restricted Shares shall be represented by a Share certificate registered in the Grantee’s name or by uncertificated Shares designated for the Grantee in book-entry form on the records of the Company’s transfer agent subject to the restrictions set forth in this Agreement. Any Share certificate issued shall bear all legends required by law and necessary to effectuate the provisions of this Agreement. Any Share certificate or book-entry evidencing the Restricted Shares shall be held in custody by the Company.

 

2. Vesting of Restricted Shares .

 

(a) One-twelfth (1/12) of the Restricted Shares shall become vested and exercisable as of the last business day of each month during the Company’s fiscal year ending January 31, 20__ (subject to rounding conventions adopted by the Company), provided that the Grantee shall have remained in continuous service as a Trustee of the Company through each such vesting date.

 

(b) Notwithstanding the provisions of Section 2(a), the Restricted Shares will become immediately vested in full if, prior to a vesting date: (i) the Grantee dies, or (ii) a Change in Control occurs while the Grantee is serving as a Trustee of the Company.

 

3. Forfeiture of Restricted Shares . To the extent that the Restricted Shares have not yet vested pursuant to Section 2 above, they shall be forfeited automatically without further action or notice if the Grantee ceases to serve as a Trustee of the Company prior to an applicable vesting date other than as provided in Section 2(b).

 

 

 

 

4. Voting and Dividends . The Grantee may exercise full voting rights with respect to the Restricted Shares, whether or not vested. Any dividends paid with respect to the Restricted Shares prior to vesting of the Restricted Shares shall be automatically deferred and accumulated by the Company in a bookkeeping account, and shall be paid to the Grantee in cash (without interest) only at such times as the underlying Restricted Shares become vested in accordance with this Agreement, with the Grantee’s right to payment of any such dividends being subject to the same risk of forfeiture, restrictions on transferability, and other terms of this Agreement as are the Restricted Shares with respect to which the dividends otherwise were payable.

 

5. Restriction on Transfer . The Grantee may not transfer any of the Restricted Shares prior to the applicable vesting date, except by the laws of descent and distribution. Any purported transfer or encumbrance in violation of the provisions of this Section 5 shall be void, and the other party to any such purported transaction shall not obtain any rights to or interest in such Restricted Shares.

 

6. Taxes and Withholding . The Grantee has reviewed with the Grantee’s own tax advisors the federal, state, local and other tax consequences of the Restricted Shares. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement and the Plan.

 

7. Adjustments . The number and kind of Shares covered by this Agreement shall be subject to adjustment as provided in Section 15 of the Plan.

 

8. Amendments . Subject to the terms of the Plan, the Committee may modify this Agreement upon written notice to the Grantee. Any amendment to the Plan shall be deemed to be an amendment to this Agreement to the extent that the amendment is applicable hereto. Notwithstanding the foregoing, no amendment of the Plan or this Agreement shall adversely affect in a material way the rights of the Grantee under this Agreement without the Grantee’s consent unless otherwise provided in the Plan.

 

9. Severability . In the event that one or more of the provisions of this Agreement shall be invalidated for any reason by a court of competent jurisdiction, any provision so invalidated shall be deemed to be separable from the other provisions hereof, and the remaining provisions hereof shall continue to be valid and fully enforceable.

 

10. Relation to Plan . This Agreement is subject to the terms and conditions of the Plan. This Agreement and the Plan contain the entire agreement and understanding of the parties with respect to the subject matter contained in this Agreement, and supersede all prior written or oral communications, representations and negotiations in respect thereto. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan shall govern. Capitalized terms used herein without definition shall have the meanings assigned to them in the Plan. The Committee acting pursuant to the Plan, as constituted from time to time, shall, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with the grant of the Restricted Shares.

 

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11. Successors and Assigns . Without limiting Section 5 hereof, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

 

12. Governing Law . The interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Ohio, without giving effect to the principles of conflict of laws thereof.

 

13. Use of Grantee’s Information . Information about the Grantee and the Grantee’s participation in the Plan may be collected, recorded and held, used and disclosed for any purpose related to the administration of the Plan. The Grantee understands that such processing of this information may need to be carried out by the Company and its Subsidiaries and by third party administrators whether such persons are located within the Grantee’s country or elsewhere, including the United States of America. The Grantee consents to the processing of information relating to the Grantee and the Grantee’s participation in the Plan in any one or more of the ways referred to above.

 

14. Electronic Delivery. The Grantee hereby consents and agrees to electronic delivery of any documents that the Company may elect to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or award notifications and agreements, account statements, annual and quarterly reports, and all other forms of communications) in connection with this and any other award made or offered under the Plan. The Grantee understands that, unless earlier revoked by the Grantee by giving written notice to the Secretary of the Company, this consent shall be effective for the duration of the Agreement. The Grantee also understands that he or she shall have the right at any time to request that the Company deliver written copies of any and all materials referred to above at no charge. The Grantee hereby consents to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may elect to deliver, and agrees that his or her electronic signature is the same as, and shall have the same force and effect as, his or her manual signature. The Grantee consents and agrees that any such procedures and delivery may be effected by a third party engaged by the Company to provide administrative services related to the Plan.

 

(signature page follows)

 

3

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Date of Grant.

 

  InnSuites Hospitality Trust
      
  By:                  
  Name:    
  Title:     
      
  GRANTEE
 
        
  Name:  

 

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Exhibit 23.1


Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the InnSuites Hospitality Trust 2017 Equity Incentive Plan of our report dated May 1, 2017, relating to our audit of the consolidated financial statements of InnSuites Hospitality Trust as of January 31, 2017 and 2016, which report is included in its Annual Report on Form 10-K for the year ended January 31, 2017 filed with the Securities and Exchange Commission.

 

/s/ Hall & Company Certified Public Accountants & Consultants, Inc.

Irvine, CA
January 31, 2018

 

 

 

 

 

Exhibit 24.1

INNSUITES HOSPITALITY TRUST

POWER OF ATTORNEY

 

Each of the undersigned officers and trustees of InnSuites Hospitality Trust, an Ohio unincorporated real estate investment trust, which proposes to file with the Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), hereby constitutes and appoints Adam B. Remis, Chief Financial Officer, in his own capacity, his true and lawful attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place, and stead, in any and all capacities, to sign in any and all capacities and file: (i) such Registration Statement; (ii) any and all exhibits thereto and other documents in connection therewith; (iii) any and all additional amendments, post-effective amendments and supplements thereto (or any other registration statements for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act); and (iv) any and all applications or other documents pertaining to such securities or such registration, granting unto such attorney-in-fact and agent, and any substitute or substitutes, full power and authority to do and perform each and every act and thing requisite, necessary and/or advisable to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, and his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, this Power of Attorney has been signed as of this 31 st day of January 2018.

 

/s/ James F. Wirth

  /s/ Marc E. Berg
James F. Wirth, Chairman and
Chief Executive Officer 		  Marc E. Berg, Trustee
     
/s/ Steven S. Robson  

/s/ Leslie T. Kutasi

Steven S. Robson, Trustee   Leslie T. Kutasi, Trustee
     
/s/ Jessie Ronnie Chase    
Jessie Ronnie Chase, Trustee