AMENDMENT TO THE
GRUBB & ELLIS HEALTHCARE REIT, INC.
2006 INDEPENDENT DIRECTORS COMPENSATION PLAN
This Amendment to
the 2006 Independent Directors Compensation Plan (the “
Plan ”), a sub-plan of the 2006 Incentive Plan of
Grubb & Ellis Healthcare REIT, Inc. (the “ Company
”), is effective January 1, 2009.
WHEREAS,
the Company adopted the Plan for the purposes set forth therein;
and
WHEREAS,
pursuant to Article 7 of the Plan, the Board of Directors of
the Company has the right to amend the Plan with respect to certain
matters; and
WHEREAS,
the Board of Directors of the Company approved and authorized the
changes reflected in this Amendment to the Plan on
December 30, 2008;
NOW,
THEREFORE, the Plan is hereby amended in the following
particulars:
ONE : By
adding the following to the end of Section 2.1:
“SUPPLEMENTAL
ANNUAL RETAINER” means the annual cash retainer (excluding
meeting fees and expenses) payable by the Company to an Independent
Director pursuant to Section 5.2 hereof for service as the
chair of a committee of the Board, as such amount may be changed
from time to time.”
TWO: By deleting
the third sentence of Section 5.1 and replacing it with the
following:
“Until
changed by the Board, the Base Retainer for a full Plan Year shall
be $50,000.”
THREE: By adding a
new Section 5.2:
“5.2.
SUPPLEMENTAL ANNUAL RETAINER. The chairperson of a committee of the
Board shall be paid a Supplemental Annual Retainer for his or her
service as such chairperson during a Plan Year, payable at the same
times as installments of the Base Retainer are paid. The amount of
the Supple
