Fifth Amendment to the Wallace Employment Agreement
EX-10.1 2 exh101_wallaceamendx2021.htm EX-10.1-WALLACE Document
COMMUNITY HEALTHCARE TRUST
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIFTH AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Fifth Amendment”) by and between Community Healthcare Trust Incorporated, a Maryland corporation (the “Corporation”), and TIMOTHY G. WALLACE (“Officer”) is made and entered into as of January 4, 2021 and effective as of January 1, 2021 (the “Effective Date”).
WHEREAS, the Corporation and Officer have entered into that certain Employment Agreement dated April 1, 2014 (the “Employment Agreement”), as amended by the First Amendment to the Employment Agreement (the "First Amendment") dated January 12, 2017, by the Second Amendment to the Employment Agreement (the "Second Amendment") dated January 2, 2018, by the Third Amendment to the Employment Agreement (the "Third Amendment") dated January 3, 2019, and by the Fourth Amendment to the Employment Agreement (the "Fourth Amendment") dated January 3, 2020;
WHEREAS, in a meeting on November 2, 2020, the Board of Directors of the Corporation, at the recommendation of the Compensation Committee of the Corporation, approved a salary adjustment for the Officer through an amendment to the Employment Agreement; and
WHEREAS, pursuant to Section 8.3 of the Employment Agreement, any modification to the Employment Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.
NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable consideration, the receipt and sufficiency of which are hereby affirmed, the parties hereto agree to the following:
1. Amendment. The first sentence of Section 3.1 of the Employment Agreement, as amended by the First Amendment, Second Amendment, Third Amendment and Fourth Amendment, is hereby deleted and replaced in its entirety by the following:
As payment for the services to be rendered by Officer as provided in Section 1 and subject to the terms and conditions of Section 2, Corporation agrees to pay to Officer a “Base Salary” of $750,000.00 per annum effective as of the Effective Date, payable in 24 equal semi-monthly installments, or in such other periodic installments as mutually agreed to by the Corporation and Officer.
2. No Further Amendment; Controlling Instrument. Except as provided herein, the Employment Agreement shall remain in full force and effect and without other changes. In the event of a conflict between the terms of this Fifth Amendment, the Employment Agreement, the First Amendment, the Second Amendment, the Third Amendment, or the Fourth Amendment, this Fifth Amendment shall control.
3. Employment Agreement. From and after the date of this Fifth Amendment, any and all terms referring to the Employment Agreement, as used in all of the documents evidencing the employment of the Officer, shall mean the Employment Agreement as amended by this Fifth Amendment.
4. Binding Effect. This Fifth Amendment shall be binding upon the parties, their respective successors, and assigns.
5. Counterparts. This Fifth Amendment may be executed in any number of counterparts, each of which will be deemed to be an original. Any or all counterpart originals may be executed by facsimile signature, each such signature to be deemed an original signature.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Fifth Amendment as of January 4, 2021, to be effective as of the Effective Date.
COMMUNITY HEALTHCARE TRUST INCORPORATED
|By:||/s/ David H. Dupuy|
|Name:||David H. Dupuy|
|Title:||Executive Vice President & Chief Financial Officer|
|/s/ Timothy G. Wallace|
|Timothy G. Wallace|
|President and Chief Executive Officer|