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Creative Media & Community Trust Corporation Audit Report / Information 2020

Jul 14, 2020

6737_rns_2020-07-14_b543b8ce-99e6-44fe-b313-132e7ba44781.pdf

Audit Report / Information

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused on its behalf by the undersigned thereunto duly authorized.

Date: July 13, 2020

CIM COMMERCIAL TRUST CORPORATION

By: /s/ Nathan D. DeBacker Nathan D. DeBacker, Chief Financial Officer

July 13, 2020

Via Email

Jan F. Salit

Dear Jan:

This letter agreement confirms that your at-will employment with CM Commercial Trust Coponation ("Company") is scheduled to become effective as of September 16, 2020 (your "Retirement Date"). Between today and your Refirement Date (the "Interim an atwill employee subject to the Amended and Restated Executive Employment Contract (the "Employment Agreement").

From now through your Retirenent Date, you agree to comply with the following (hereafter, collectively referred to as the "Continuation Covenants").

    1. to continue to assist Company in the mutual goal of a seamless transition of your duties;
    1. to continue to be subject to all customary expect to employee conduct, and not take action that may give rise to a Cause termination, as that term is defined in the Employment Agreement; and
    1. to maintain and uphold the name and professional reputation of Company and to refrain from directly making any statements to any person or entity about Company which would place Company in a bad light.

Subject to your adherene to the Continuation Company will continue to pay your current base salary on normally scheduled payroll dates through your Retirement Date, and you will continue to enjoy the employment benefits currently provided to you by Company.

Without limiting the applicability of the Employment Agreement: (i) should you be unable to perform your services during the Interin Period by reason of illness or total incapacity, the Employment Agreement shall apply; (i) should you pass avay during the Interin Period, the provisions of Section 10 of the Employment Agreement stall apply; and (iii) should your employment with the Company be teminated without Case during the Interim Period, the provisions of Section 14 of the Employment Agreement shall apply.

You will be paid any accrued but unpaid base salary and any acation time available to you on your Retirement Date (in each ease less withholding amounts) and your health insurance coverage will continue through the month of your Refrement Date. There opportunity to continue health insurance benefits provided through to COBRA. Information about your COBRA rights will be sent to you under separate cover at or around the time of your Retirement Date.

Jan F. Salit July 13. 2020 Page 2

You are being offered a payment in the anount of Four Hundred Fifty Thousand Dollars (\$450,000), to be paid to you in a lump sum, less withbolding amounts (the "Benefit").

Company's fulfillment of the Benefit, which is otherwise irrevoable, is conditioned upon your satisfaction of all of the following conditions: (a) you may not voluntarily end your employment before the Retirement Agreement attached as Exhibit "A" and incorporated herein by this reference (the "Retirement") on or after your Retirement Date and return it within twenty-one (21) days thereater to David Thompon at [email protected]; (c) you must not the Retirent Agreement pursuant to paragraph 9.2 of the Retirement Agreement (which provides that you will have seven (7) days after you sign the revole your signature) and (d) you must not have breached your obligations pursuant to the Continuation Covenants.

You represent and agree that prior to signing this letter any lawsuit, administrative complant, arbitration, or charge of any kind with any court, governmental or administrative agency or arbitrator asserting any claims against Company.

In consideration of your opportunity to receive the Benefit, you must sign and date this indicate your understanding of, and agreement to, the terms of this letter agreement, and return a signed copy of this letter agreement to the Company of thin five (5) days of the date of delivery of this letter agreement.

Throughout the Interim Period and thereafter, you remain confidentiality obligations which are not affected by any term or provision of this letter agreement.

This letter agreement supersedes all other agreen Company and you concerning the subject matter herein. In signing this letter agreement, you are not relying upon any agreement, representation, written or oral statement, understanding, omission, or concessly set forthis lefter agreement. The terms of this letter agreement may not be modified, amended or waived by you and an authorized representative of Company.

On behalf of everyone at Company, we thank your transitional services during the Interim Period and wish your retirement.

Sincerely,

CIM COMMERCIAL TRUST CORPORATION

/s/ David Thompson David Thompson Chief Executive Officer Jan F. Salit July 13. 2020 Page 3

I have carefully read, understand and agree complex I have been given the opportunity to consult with an attorney of my own choice, unaffiliated with Company, and I enter into this letter agreement voluntarily.

Signature:

/s/ Jan F. Salit Jan F. Salit

7/13/2020

Date

RETIREMENT AGREEMENT

This Agreement ("Reirement Agreement"), dated as of September ] , 2020, is made by and between CIM Company") and Jan F. Salit ("Employee") with respect to the following facts:

WHEREAS, Employee was previously employed by the Company pursuant to the Amended and Restated Executive Employment Contract (the "Employment Agreement");

WHEREAS, Employee has retired from Company effective as of September [ ], 2020 (the "Retirement Date");

WHEREAS, Company would like to support such retirement, subject to and conditioned on the terms set forth in this Retirement, and

THEREFORE, in consideration of the promises and mutual agreements hereinafter set forth, it is agreed by and between the undersigned as follows:

  1. Payment. Employee acknowledges that Employee has received all compensation and the nonetary equivalent of the accued, unused vacation available to Employee through the Retrement Date. In the promises set forth herein and subject to the provisions of this Section 1, Company agrees to pay Employee an additional Four Hundred Fifty Thousand Dollars (\$450,000), less all appropriate federal and state income and employment taxes, to which Employee is not otherwise entitled (the "Payment"). Employees acknowledges and agrees that the Payment constitutes adequate legal consideration for the promises and representations made by Employee in this Retirement. The Payment will be paid to Enployee within [ ] business days of the Effective Date (as that term is defined in Section 9.2), provided Employee has not revolent in accordance with Section 9.2,Employment Agreement.

General Mutual Release. 2

2.1 - Employee unconditionally, irrevocably and absolutely releases and discharges Company, and any parent or subsidiary corporations, divisions or affiliated orporations, partnerships or other affiliated entities of the foregoing, past and present, as well as their respective employees, officers, members, principals, partners, managers, directors, successors and assigns (collectively, "Released Parties"), from all claims related in any way to the transactions or ocurrences between them to date, to the filled by law, including, but not limited to, Employee's employment with Company, the termination of Employee's employment, and all other losses, demands and causes of action, known or unknown, suspected or unsuspected, arising directly out of or in any way connected with Employee's employment with Company and the temination of employment with Company. This release is intended to have the application and includes, but is not limited to, any tort, contract, constitutional or other statutory claims, including, as applicable, but not in the California Labor Code, the California Government Code, the Equal Pay Act, the California Fair Employment and Housing Act, Title VI of the Civil Rights Act of 1964, the Family Medical Leave Act, the California Family Rights Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act of 1967, as anended by the National Labor Relations Act, the Fair Labor Standes, the Texas Labor Code Annotated, and any other federal, state or local law, act, regulation or ordinance, and all claims for attorneys' fees, costs and expenses.

2.2 Company unconditionally, irrevocably and absolutely releases and discharges Employee from all claims related in any way to the transactions or ocurrences between them to date, to the filled by law, including, but not imired to, Employee's employment with Company, the termination of Employee's employment, and all other losses, demands and causes of action, known or unknown, suspected or unsuspected, arising directly or in any way connected with Employee's employment with Company, and the termination of employment with Company. This release is intended to have the upplication and includes, but is not limited to, any tort, contract, common law, constitutional or other statutory claims, including, as applicable, all claims for attorneys' fees, costs and expenses

2.3 Employee and Company expressly waive their respective rights to recovery of any type, including damages or reinstatement, in any administrative or court action, whether state or federal, and whether brought by Employee or Company related in any way to the matters released herein.

2.4 right to file a charge with the Nations Board, the Equal Employment Opportunity Commission, the Occupational Safety and Heath Administration ("OSHA"), the Securities and Exchange Commission ("SEC"), and other similar government agencies, vorkers' compensation benefits or unemployment insurance benefits, as applicable, and any challenge to the validity of Employee of claims under the Age Discrimination in Employment Act of 1967, as amended, as set forth in this Retirement Agreement. In addition, this general release does not waive Employee's claims for vested benefits under Company's employee benefit plans, including ERISA claims. Furthermore, although Employees and agress that Employee shall not be entitled to further monetary compensation of any such claim, investigation or proceeding, nothing in this Retirement Agreement limits Employee's right to receive a monetary award from a government-administered whistlem out not limited to those administered by OSHA, the Section 21F of the Exchange Act), or any other government agencies, for information provided by Employee.

2.5 > The parties acknowledge that each may discover facts or law different from, or in addition to, the facts or law that each party knows or believes to be true with respect to the Retirement Agree, nonetheless, that this Refrement Agreement and the release contained in it shall be and remain effective in all respect not different or additional facts or the discovery of them, and that it is Employee's and Company's intention to filly and forever settle and release all matters, disputes and differences, known or unknown, suspected, which now exist or heretofore have existed between them.

2.6 and that the release herein expresses a full and complete release herein to be final and complete. The parties execute this release with the full knowledge that this release covers all possible the Released Parties and Employee, to the fullest extent permitted by law.

  1. Representation Concerning Filing of Legal Actions. The parties each represent that, as of this Retirement Agreement, neither has filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the other in any governmental agency, related to the matters released in this Retirement Agreement.

  2. Non-disparagement. Employee will not make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way continess reputations, practices or conduct of Company or any of the other Released Parties. In exchange for this paragraph, Company agrees to instruct its officers and directors to not make any voluntary statements, written or oral, or cause or encourage others to make that defame, disparage or in any way criticize the personal and or business reputation, practices or conduct of Employee.

  3. Return of Company Property. Employee understands and agrees that as a condition of receiving the Payment, all Company property must be returned to Company. By signing this Retrement, Employee covenants that Employee will return all Company property, data and information belonging to Company, including all code and computer programs, and information of whatever nature, as well as any other materials, keys, passoodes, access cards, credit cards, computers or information, including but not limited to confidential information in Employee's possession or control no later than the Retirenent Date. Further, Employee has reained no copies thereof, including electronic copies and agres that Employee will not use or disclose to others any confidential or proprietary information of Company.

  4. Employment Agreement. Employee further agrees to comply with the continuing obligations set forth in the surviving provisions of the Employment Agreement.

  5. Affirmation. Employee affirms that Employee has been paid all compensation, wages, bonuses, and has been provided all leaves (paid or unpaid) and benefits to which Employee may be entitled.

  6. No Admissions. By entering into this Retirement, Employee, Company and the Released Parties make no admission that they have engaged, or are now engaging, in any unlawful condus understand and acknowledge that this Retirement is not an admission of liability and shall not be used or construed as such in any legal or administrative proceeding.

  7. Older Workers' Benefit Potection Act. This Retirement is intended to satisfy the requirements of the Older Workers' Benefit Protection Act, 29 U.S.C. sec. 626(f). Employee is advised to consult with an attorney before executing this Retirement.

9.1 Refirement Agreement; (b) Employee has been advised in with an attorney before excuting this Retirement Agreement; (c) Employee has obtained and considered such legal counse deems necessary; (d) Employee has been givent twenty- one (21) days to consider whether or not to enter into this Retirement Although Employee may elect not to use the full 21-day period at Employee's option); and (e) by signing this Retirement Agreement, Employee acknowledges that Employee does so freely, knowingly, and voluntarily.

9.2 Revocation/Effective Date. This Retirement Agreement shall not become effective or enforceable until the eight day after Employee signs this Retirement Agreement. In other words, Employee's acceptance of this Retirement Agreement within seven (7) days after the date Employee signs it. Employee's revocation must be in writing and received by Company, on the seventh day in order to David Thompson via email at dthompson.com. Employee agrees that Employee's email signature will be valid and binding for all purposes. If Employee does not revoke acceptance within the seven (7) day ee s acceptance of this Retrement Agreement shall become binding and enforeable on the eighth day ("Effective Date"). The Payment shall become dee and payable in accordance with paragraph 1 above and its subparts after the Effective Date of this Retirement Agreement.

9.3 Preserved Rights of Employee. This Retirement does not waive or release any rights or claims that Employee may have under the Age Discrimination in Employment Act that arise ation of this Refrement Agreement does not prohibit Employee from challenging the validity of this Retrement's waver and release of claims under the Age Discrimination in Employment Act of 1967, as amended.

  1. Severability. In the event any provision of this Retirement shall be found unenforceable provision shall be deemed deleted and the validity and enforceability of the remaining provisions shall not be affected thereby.

  2. Full Defense. This Retirement Agreement may be pled as a full and complete defense to, and may be used as a basis for an injunction against, any action, suit or other proceeding that may be prosecuted, instituted or attempted by Employee or Company in breach hereof.

  3. Applicable Law. The validity, interpretation and this Retirement Agreement shall be construed and interpreted according to the laws of the United States of America and the State of Texas.

  4. Entire Agreement; Modification; Employment Agreement, including the surviving provisions of the Employment Agreement, is intended to be the entire agreen the parties and supersedes and cancels any and all other and prior agreements, written or oral, between the parties regarding this subject matter. This Refirent may be annended only by a written instrument executed by all parties hereo. To the extent there are any inconsistencies between this Retrement and the Employment Agreement, the provisions of this Agreement shall govern.

THE PARTIES TO THIS RETIREMENT AGREEMENT HAVE READ THE FOREGOING RETIREMENT AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE PARTIES HAVE EXECUTED THIS RETIREMENT AGREEMENT ON THE DATES SHOWN BELOW.

CIM COMMERCIAL TRUST CORPORATION

Name: David Thompson Title: Chief Executive Officer

Jan F. Salit