EX-10.1






Exhibit 10.1




AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN  




The Amended and Restated Distribution Reinvestment Plan (the “DRIP”) for Healthcare Trust of
America, Inc., a Maryland corporation (the “Company”), effective August 11, 2011, offers to holders
of the Company’s common stock, $0.01 par value per share (the “Common Stock”), the opportunity to
purchase, through reinvestment of distributions, additional shares of Common Stock, on the terms,
subject to the conditions and at the prices herein stated.  



The DRIP  



The DRIP provides you with a simple and convenient way to invest your cash distributions in
additional shares of Common Stock. Shares for the DRIP will be purchased directly from the
Company. Such shares will be authorized and may be either previously issued or unissued shares.
Proceeds from the sale of Common Stock under the DRIP will be used to provide the Company with
funds for its general corporate purposes.



DRIP Price



Until the Company establishes an estimated value per share of Common Stock that is not based
on the price to acquire a share of Common Stock in the Company’s primary offering or a follow-on
public offering, the Company will offer shares of Common Stock under the DRIP at a price per share
equal to 95% of the most recent offering price (the “Post-Offering DRIP Price”).



Upon the Company’s announcement in a public filing with the Securities and Exchange Commission
that the Company has established an estimated value per share of Common Stock that is not based on
the price to acquire a share of Common Stock in the Company’s primary offering or a follow-on
public offering, participants in the DRIP may acquire Common Stock under the DRIP at a price per
share equal to 95% of the per share valuation determined by the Company or another firm chosen for
that purpose until a listing (a “Listing”) of Common Stock on a national securities exchange (the
“Pre-Listing DRIP Price”). The Company expects to establish an estimated value per share of Common
Stock that is not based on the price to acquire a share of Common Stock in the Company’s primary
offering or a follow-on public offering within 18 months following the completion of the last
public offering of our shares prior to a Listing. For this purpose, public offerings of our shares
do not include offerings on behalf of selling stockholders or offerings related to any distribution
reinvestment plan, employee benefit plan, or the redemption of interests in the Company’s operating
partnership.



From and after the date of the Listing, participants in the DRIP may acquire Common Stock at a
price per share equal to 100% of the average daily open and close price per share on the
distribution payment date, as reported by the national securities exchange on which the Common
Stock is traded (individually the “Listing DRIP Price” and collectively referred to herein with the
Post-Offering DRIP Price and the Pre-Listing DRIP Price as the “DRIP Price”).  



Eligibility  



Holders of record of Common Stock are eligible to participate in the DRIP only with respect to
100% of their shares. If your shares are held of record by a broker or nominee and you want to
participate in the DRIP, you must make appropriate arrangements with your broker or nominee.



The Company may refuse participation in the DRIP to stockholders residing in states where
shares offered pursuant to the DRIP are neither registered under applicable securities laws nor
exempt from registration.



Administration



As of the date of the prospectus, the DRIP will be administered by the Company or an affiliate
of the Company (the “DRIP Administrator”), but a different entity may act as DRIP Administrator in
the future. The DRIP Administrator will keep all records of your DRIP account and send statements
of your account to you. Shares of Common Stock purchased under the DRIP will be registered in the
name of each participating stockholder. 



Enrollment  



You must own shares of Common Stock in order to participate in the DRIP. You may become a
participant in the DRIP by completing and signing the enrollment form enclosed with the Prospectus
and returning it to us at the time you subscribe for shares. If you receive a copy of the
Prospectus or a separate prospectus relating solely to the DRIP and have not previously elected to
participate in the DRIP, then you may so elect at any time by completing the enrollment form
attached to such prospectus or by other appropriate written notice to the Company of your desire to
participate in the DRIP.  



Your participation in the DRIP will begin with the first distribution payment after your
signed enrollment form is received, provided such form is received on or before 10 days prior to
the record date established for that distribution. If your enrollment form is received after the
record date for any distribution and before payment of that distribution, that distribution will be
paid to you in cash and reinvestment of your distributions will not begin until the next
distribution payment date.



Costs 



Purchases under the DRIP will not be subject to selling commissions, marketing support fees or
due diligence reimbursements. All costs of administration of the DRIP will be paid by the Company.



Purchases and Price of Shares  



Investment Date.  Common Stock distributions will be invested on the date on which Common
Stock distributions are paid (the “Investment Date”). Payment dates for Common Stock distributions
will ordinarily be on or about the first day of each month but may be changed to quarterly in the
sole discretion of the Company.



You become an owner of shares purchased under the DRIP as of the Investment Date.
Distributions paid on shares held in the DRIP (less any required withholding tax) will be credited
to your DRIP account. Distributions will be paid on both full and fractional shares held in your
account and are automatically reinvested.



Reinvested Distributions.  The Company will use the aggregate amount of distributions to all
DRIP participants for each distribution period to purchase shares for such participants. If the
aggregate amount of distributions to all DRIP participants exceeds the amount required to purchase
all shares then available for purchase, the Company will purchase all available shares and will
return all remaining distributions to the DRIP participants. The Company will allocate the
purchased shares among the DRIP participants based on the portion of the aggregate distributions
received on behalf of each participant, as reflected on the Company’s books.



You may elect distribution reinvestment only with respect to 100% of shares registered in your
name on the records of the Company. Distributions on all shares purchased pursuant to the DRIP will
be automatically reinvested. The number of shares purchased for you as a participant in the DRIP
will depend on the amount of your distributions on these shares (less any required withholding tax)
and the applicable DRIP Price. Your account will be credited with the number of shares, including
fractions computed to four decimal places, equal to the total amount invested divided by the
applicable DRIP Price.



Optional Cash Purchases.  Unless and until determined otherwise by the Company, DRIP
participants may not make additional cash payments for the purchase of Common Stock under the DRIP.
 



Distributions on Shares Held in the DRIP  



Distributions paid on shares held in the DRIP (less any required withholding tax) will be
credited to your DRIP account. Distributions will be paid on both full and fractional shares held
in your account and will be automatically reinvested.



Account Statements  



You will receive a statement of your account within 90 days after the end of the fiscal year.
The statements will contain a report of all transactions with respect to your account since the
last statement, including information with respect to the distributions reinvested during the year,
the number of shares purchased during the year, the per share purchase price for such shares, the
total administrative charge retained by the Company or DRIP Administrator on your behalf and the
total number of shares purchased on your behalf pursuant to the DRIP. In addition, tax information
with respect to income earned on shares under the DRIP for the year will be included in the account
statements. These statements are your continuing record of the cost of your purchase and should be
retained for income tax purposes.



Book-Entry Shares  



The ownership of shares purchased under the DRIP will be noted in book-entry form. The number
of shares purchased will be shown on your statement of account. This feature permits ownership of
fractional shares, protects against loss, theft or destruction of stock certificates and reduces
the costs of the DRIP.  



Termination of Participation  



You may discontinue reinvestment of distributions under the DRIP with respect to all, but not
less than all, of your shares (including shares held for your account in the DRIP) at any time
without penalty by notifying the DRIP Administrator in writing no less than 10 days prior to the
next Investment Date. A notice of termination received by the DRIP Administrator after such cutoff
date will not be effective until the next following Investment Date. Participants who terminate
their participation in the DRIP may thereafter rejoin the DRIP by notifying the Company and
completing all necessary forms and otherwise as required by the Company. 



If you notify the DRIP Administrator of your termination of participation in the DRIP or if
your participation in the DRIP is terminated by the Company, the stock ownership records will be
updated to include the number of whole shares in your DRIP account. For any fractional shares of
stock in your DRIP account, the DRIP Administrator may either (i) send you a check in payment for
any fractional shares in your account, or (ii) credit your stock ownership account with any such
fractional shares.



A participant who changes his or her address must promptly notify the DRIP Administrator. If a
participant moves his or her residence to a state where shares offered pursuant to the DRIP are
neither registered nor exempt from registration under applicable securities laws, the Company may
deem the participant to have terminated participation in the DRIP.



The Company reserves the right to prohibit certain employee benefit plans from participating
in the DRIP if such participation could cause the underlying assets of the Company to constitute
“plan assets” of such plans.  



Amendment and Termination of the DRIP  



The Company’s board of directors (the “Board”) may, in its sole discretion, terminate the DRIP
or amend any aspect of the DRIP without the consent of DRIP participants or other stockholders,
provided that written notice of any material amendment is sent to DRIP participants at least
10 days prior to the effective date thereof and provided that we may not amend the DRIP to
terminate a participant’s right to withdraw from the DRIP. You will be notified if the DRIP is
terminated or materially amended. The Board also may terminate any participant’s participation in
the DRIP at any time by notice to such participant if continued participation will, in the opinion
of the Board, jeopardize the status of the Company as a real estate investment trust under the
Internal Revenue Code of 1986, as amended.



Voting of Shares Held Under the DRIP



You will be able to vote all shares of Common Stock (including fractional shares) credited to
your account under the DRIP at the same time that you vote the shares registered in your name on
the records of the Company. 



Stock Dividends, Stock Splits and Rights Offerings  



Your DRIP account will be amended to reflect the effect of any stock dividends, splits,
reverse splits or other combinations or recapitalizations by the Company on shares held in the DRIP
for you. If the Company issues to its stockholders rights to subscribe to additional shares, such
rights will be issued to you based on your total share holdings, including shares held in your DRIP
account.



Responsibility of the DRIP Administrator and the Company Under the DRIP



The DRIP Administrator will not be liable for any claim based on an act done in good faith or
a good faith omission to act. This includes, without limitation, any claim of liability arising out
of failure to terminate a participant’s account upon a participant’s death, the prices at which
shares are purchased, the times when purchases are made, or fluctuations in the market price of
Common Stock.  



All notices from the DRIP Administrator to a participant will be mailed to the participant at
his or her last address of record with the DRIP Administrator, which will satisfy the DRIP
Administrator’s duty to give notice. DRIP participants must promptly notify the DRIP Administrator
of any change in address.



You should recognize that neither the Company nor the DRIP Administrator can provide any
assurance of a profit or protection against loss on any shares purchased under the DRIP.  



Interpretation and Regulation of the DRIP  



The Company reserves the right, without notice to DRIP participants, to interpret and regulate
the DRIP as it deems necessary or desirable in connection with its operation. Any such
interpretation and regulation shall be conclusive. 



Federal Income Tax Consequences of Participation in the DRIP  



The following discussion summarizes the principal federal income tax consequences, under
current law, of participation in the DRIP. It does not address all potentially relevant federal
income tax matters, including consequences peculiar to persons subject to special provisions of
federal income tax law (such as tax-exempt organizations, insurance companies, financial
institutions, broker dealers and non-U.S. persons). No IRS ruling has been issued or requested
regarding the DRIP. The following discussion is for your general information only, and you must
consult your own tax advisor to determine the particular tax consequences (including the effects of
any changes in law) that may result from your participation in the DRIP and the disposition of any
shares purchased pursuant to the DRIP.  



Reinvested Distributions.  Stockholders subject to federal income taxation who elect to
participate in the DRIP will incur a tax liability for distributions allocated to them even though
they have elected not to receive their distributions in cash but rather to have their distributions
reinvested pursuant to the DRIP. Specifically, DRIP participants will be treated as if they
received the distribution from the Company and then applied such distribution to purchase the
shares in the DRIP. To the extent that a stockholder purchases shares through the DRIP at a
discount to fair market value, the stockholders will be treated for tax purposes as receiving an
additional distribution equal to the amount of such discount. A stockholder designating a
distribution for reinvestment will be taxed on the amount of such distribution as ordinary income
to the extent such distribution is from current or accumulated earnings and profits, unless the
Company has designated all or a portion of the distribution as a capital gain dividend. In such
case, such designated portion of the distribution will be taxed as a capital gain. To the extent
that the Company makes a distribution in excess of the Company’s current or accumulated earnings
and profits, the distribution will be treated first as a tax-free return of capital, reducing the
tax basis in your common stock, and any distribution in excess of such basis will be taxable as a
gain realized from the sale of your common stock.  



Withholding.  In the case of participating stockholders whose distributions are subject to
withholding of federal income tax, distributions will be reinvested less the amount of tax required
to be withheld.