ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 10, 2021, the independent members of the Board of Directors of
Ashford Inc. (the "Company") approved Amendment No. 1 (the "Amendment") to the
Third Amended and Restated Limited Liability Company Agreement of Ashford
Hospitality Holdings LLC (a subsidiary operating partnership of the Company),
dated as of November 6, 2019 (the "LLC Agreement"). The purpose of the Amendment
is to create a new class of Class 2 Long-Term Incentive Partnership Units (the
"Class 2 LTIP Units") in Ashford Hospitality Holdings LLC ("AHH"), which
replicate the economics of a stock option granted by the Company by converting
(prior to the applicable final conversion date) into a number of long-term
incentive partnership units (the "LTIP Units") in AHH based on the appreciation
in a share of the Company's common stock over the issue price of the applicable
Class 2 LTIP Unit. LTIP Units are in turn convertible into common limited
partnership units of AHH, which are themselves redeemable for cash or, at the
option of the Company, convertible into shares of the Company's common stock on
a 1-for-1 basis. The Amendment was approved in order to provide certain
executives of the Company the opportunity to substitute historical stock options
granted by the Company with Class 2 LTIP Units awarded under the Company's 2014
Incentive Plan, as amended, with such Class 2 LTIP Units having an issue price
equal to the exercise price of the applicable substituted option and a final
conversion date that is the same as the expiration date of the applicable
substituted option.
This summary of the LLC Agreement and the Amendment are qualified in their
entirety by reference to the full text of the LLC Agreement and the Amendment,
which are attached as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K,
respectively, and incorporated by reference as though fully set forth herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibit
Exhibit
Number Exhibit Description
10.1 Third Amended and Restated Limited Liability Company Agreement of
Ashford Hospitality Holdings LLC, dated as of November 6, 2019.
10.2 Amendment No. 1 to the Third Amended and Restated Limited Liability
Company Agreement of Ashford Hospitality Holdings LLC.
104 Cover Page Interactive Data File (formatted in Inline XBRL and
contained in Exhibit 101)
© Edgar Online, source Glimpses