UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 12, 2017


COMMUNITY HEALTHCARE TRUST INCORPORATED
(Exact Name of Registrant as Specified in Charter)

 
 
 
 
 
 
MARYLAND
 
001-37401
 
46-5212033
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)

3326 Aspen Grove Drive, Suite 150, Franklin, Tennessee 37067
(Address of principal executive offices) (Zip Code)

(615) 771-3052
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On November 1, 2016, the Board of Directors (the “ Board ”) of Community Healthcare Trust Incorporated (the “ Company ”), at the recommendation of the compensation committee of the Board (the “ Committee ”), authorized and approved each of the First Amendment (the “ Wallace Amendment ”) to the Employment Agreement by and between the Company and Timothy G. Wallace (the “ Wallace Employment Agreement ”), the First Amendment (the “ Barnes Amendment ”) to the Employment Agreement by and between the Company and W. Page Barnes (the “ Barnes Employment Agreement ”), and the First Amendment (the “ Stach Amendment ”) to the Employment Agreement by and between the Company and Leigh Ann Stach (the “ Stach Employment Agreement ”). On January 12, 2017, the Company and each of the above named executives executed the amendments.
Wallace Employment Agreement
The principal change in the Wallace Employment Agreement is to increase the base salary paid by the Company to Timothy G. Wallace for his employment as President and Chief Executive Officer (“ Wallace Base Salary ”). In 2016, the Wallace Base Salary was $300,000.00. The Wallace Amendment increases the Wallace Base Salary to $376,333.00, which is a $76,333.00 increase from 2016.
The foregoing descriptions of the Wallace Amendment to the Wallace Employment Agreement are qualified in their entirety by reference to the original Wallace Employment Agreement, which is included as Exhibit 10.6 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on April 2, 2015, and the Wallace Amendment, which is included as Exhibit 10.1 to this Current Report on Form 8-K, and are incorporated by reference into this Item,. The foregoing description of the Wallace Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Barnes Employment Agreement
The principal change in the Barnes Employment Agreement is to increase the base salary paid by the Company to W. Page Barnes for his employment as Executive Vice President and Chief Financial Officer (“ Barnes Base Salary ”). In 2016, the Barnes Base Salary was $150,000.00. The Barnes Amendment increases the Barnes Base Salary to $214,333.00, which is a $64,333.00 increase from 2016.
The foregoing descriptions of the Barnes Amendment to the Barnes Employment Agreement are qualified in their entirety by reference to the original Barnes Employment Agreement, which is included as Exhibit 10.7 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on April 2, 2015, and the Barnes Amendment, which is included as Exhibit 10.2 to this Current Report on Form 8-K, and are incorporated by reference into this Item,. The foregoing description of the Barnes Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits.
Stach Employment Agreement
The principal change in the Stach Employment Agreement is to increase the base salary paid by the Company to Leigh Ann Stach for her employment as Vice President and Financial Reporting and Chief Accounting Officer (“ Stach Base Salary ”). In 2016, the Stach Base Salary was $125,000.00. The Stach Amendment increases the Stach Base Salary to $175,000.00, which is a $50,000.00 increase from 2016.
The foregoing descriptions of the Stach Amendment to the Stach Employment Agreement are qualified in their entirety by reference to the original Stach Employment Agreement, which is included as Exhibit 10.8 to the Registration Statement on Form S-11 of the Company filed with the Securities and Exchange Commission on April 2, 2015, and the Stach Amendment, which is included as Exhibit 10.3 to this Current Report on Form 8-K, and are incorporated by reference into this Item,. The foregoing description of the Stach Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number
 
Description of Exhibits
10.1
 
First Amendment to the Wallace Employment Agreement
10.2
 
First Amendment to the Barnes Employment Agreement
10.3
 
First Amendment to the Stach Employment Agreement



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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
COMMUNITY HEALTHCARE TRUST INCORPORATED
 
 
 
 
By:
/s/ W. Page Barnes
W. Page Barnes
Executive Vice President and
Chief Financial Officer
Date: January 18, 2017
 
 

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EXHIBIT INDEX

Exhibit Number
 
Description of Exhibits
10.1
 
First Amendment to the Wallace Employment Agreement
10.2
 
First Amendment to the Barnes Employment Agreement
10.3
 
First Amendment to the Stach Employment Agreement


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Exhibit 10.1



COMMUNITY HEALTHCARE TRUST
INCORPORATED

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “First 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 12, 2017 and effective as of January 1, 2017 (the “Effective Date”).
RECITALS
WHEREAS , the Corporation and Officer have entered into that certain Employment Agreement dated April 1, 2014 (the “Employment Agreement”);
WHEREAS , in a meeting on November 1, 2016, 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 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 $376,333.00 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 First Amendment and the Employment Agreement, this First Amendment shall control.
3.     Employment Agreement . From and after the date of this First 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 First Amendment.
4.     Binding Effect . This First Amendment shall be binding upon the parties, their respective successors, and assigns.
5.     Counterparts . This First 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.

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IN WITNESS WHEREOF , the parties hereto have executed and delivered this First Amendment as of January 12, 2017, to be effective as of the Effective Date.

 
COMPANY:
 
 
 
 
COMMUNITY HEALTHCARE TRUST INCORPORATED
 
 
 
 
 
 
 
By:
/s/ W. Page Barnes
 
Name:
W. Page Barnes
 
Title:
Executive Vice President & Chief Financial Officer
 
 
 
 
 
 
 
OFFICER:
 
 
 
 
/s/ Timothy G. Wallace
 
Timothy G. Wallace
 
President and Chief Executive Officer



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Exhibit 10.2



COMMUNITY HEALTHCARE TRUST
INCORPORATED

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “First Amendment”) by and between Community Healthcare Trust Incorporated , a Maryland corporation (the “Corporation”), and W. PAGE BARNES (“Officer”) is made and entered into as of January 12, 2017 and effective as of January 1, 2017 (the “Effective Date”).
RECITALS
WHEREAS , the Corporation and Officer have entered into that certain Employment Agreement dated April 1, 2014 (the “Employment Agreement”);
WHEREAS , in a meeting on November 1, 2016, 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 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 $214,333.00 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 First Amendment and the Employment Agreement, this First Amendment shall control.
3.     Employment Agreement . From and after the date of this First 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 First Amendment.
4.     Binding Effect . This First Amendment shall be binding upon the parties, their respective successors, and assigns.
5.     Counterparts . This First 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.

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IN WITNESS WHEREOF , the parties hereto have executed and delivered this First Amendment as of January 12, 2017, to be effective as of the Effective Date.

 
COMPANY:
 
 
 
 
COMMUNITY HEALTHCARE TRUST INCORPORATED
 
 
 
 
 
 
 
By:
/s/ Timothy G. Wallace
 
Name:
Timothy G. Wallace
 
Title:
President and Chief Executive Officer
 
 
 
 
 
 
 
OFFICER:
 
 
 
 
/s/ W. Page Barnes
 
W. Page Barnes, Executive Vice President & Chief Financial Officer



2



Exhibit 10.3



COMMUNITY HEALTHCARE TRUST
INCORPORATED

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “First Amendment”) by and between Community Healthcare Trust Incorporated , a Maryland corporation (the “Corporation”), and LEIGH ANN STACH (“Officer”) is made and entered into as of January 12, 2017 and effective as of January 1, 2017 (the “Effective Date”).
RECITALS
WHEREAS , the Corporation and Officer have entered into that certain Employment Agreement dated April 1, 2014 (the “Employment Agreement”);
WHEREAS , in a meeting on November 1, 2016, 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 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 $175,000.00 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 First Amendment and the Employment Agreement, this First Amendment shall control.
3.     Employment Agreement . From and after the date of this First 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 First Amendment.
4.     Binding Effect . This First Amendment shall be binding upon the parties, their respective successors, and assigns.
5.     Counterparts . This First 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.

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IN WITNESS WHEREOF , the parties hereto have executed and delivered this First Amendment as of January 12, 2017, to be effective as of the Effective Date.

 
COMPANY:
 
 
 
 
COMMUNITY HEALTHCARE TRUST INCORPORATED
 
 
 
 
 
 
 
By:
/s/ Timothy G. Wallace
 
Name:
Timothy G. Wallace
 
Title:
President and Chief Executive Officer
 
 
 
 
 
 
 
OFFICER:
 
 
 
 
/s/ Leigh Ann Stach
 
Leigh Ann Stach, Vice President and Financial Reporting and Chief Accounting Officer




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