Item
1.01 Entry into a Material Definitive Agreement;
2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant;
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers.
On
October 4, 2016, Alan Valdes, the Chairman of the Board of Directors of Diego Pellicer Worldwide, Inc. (the “Company”)
and Ronald Throgmartin, the Chief Executive Officer and a Director of the Company, executed Deferred Compensation Agreements pursuant
to which they agreed to convert 50% of their accrued salaries into restricted Company securities at a conversion rate of $0.30,
and 50 % of these accruals into Company promissory notes. The Company promissory notes accrue interest at the rate of eight (8%)
percent, per annum, and are payable upon the earlier date of (i) the second anniversary date of the Promissory notes, (ii) the
date all current investor notes in the aggregate principal and accrued interest amount of approximately $1,480,000, at June 30,
2016, are paid in full and the Company has achieved gross revenues of at least $3,000,000 over any 12-month period, provided further
that the Company shall not make any payments against the Chairman Valdes note or the CEO Throgmartin note until the Company pays
the $100,000 in accrued fees due to the independent director of the Company, Steve Norris, in full.
In
the case of Chairman Alan Valdes, the Company converted 50% ($166,354.00) of his accrued salary of $332,708.09 into Company securities
and issued Chairman Valdes a promissory note in the outstanding principal amount of $166,355. In addition, Chairman Valdes agreed
to amend his employment agreement, lowering his annual salary from $250,000 to $120,000, payable (a) $5,000 in cash, and (b) $5,000,
at the executive’s election, in the form of (i) a grant of 16,667 shares of the Company’s restricted common shares
(calculated at the rate of $0.30 per share), or (ii) a 5-year stock option to purchase 5,000 restricted common shares at the exercise
price of $0.30 per share, or (iii) a 5-year Warrant to purchase 5,000 restricted common shares at the exercise price of $0.30
per share. Chairman Valdes also agreed to eliminate his employment agreement right to have his annual salary increase to $280,000
per year.
CEO
Ron Throgmartin converted 50% ($140,957.88) of his accrued salary of $281,915.88 into Company securities and the Company issued
to CEO Throgmartin a promissory note in the principal amount of $140,957.88.
Each
of Chairman Valdes and CEO Throgmartin has a choice to elect to receive their Company securities from the conversion of 50% of
their accrued salaries in the form of a restricted common share grant, at the conversion rate of $0.30 per share, or a stock option
or common stock purchase warrant, at the exercise price of $0.30 per underlying restricted common share.
The
Board of Directors also adopted a resolution, establishing a payment plan for all members of the Company’s Board of Directors,
except Chairman Valdes, fixing the monthly payment at $5,000, payable $2,500 in cash and $2,500 in the form of a restricted common
share grant, at the conversion rate of $0.30 per share, or a stock option or common stock purchase warrant, at the exercise price
of $0.30 per underlying restricted common share.