exv10w68






Exhibit 10.68




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
Supplemental Annual Retainer for the chairperson of a committee of the
Board shall be established from time to time by the Board. Until changed
by the Board, the Supplemental Annual Retainer for a full Plan Year for
the chairperson of a committee of the Board shall be $7,500. A pro rata
Supplemental Annual Retainer will be paid to any Eligible Participant who
becomes the chairperson of a committee of the Board on a date other than
the beginning of a Plan Year, based on the number of full months he or she
serves as a chairperson of such committee of the Board.”




     Subsequent Sections shall be renumbered accordingly.



     FOUR: By deleting Section 5.3 (previously numbered Section 5.2 (Meeting Fees)) in its entirety
and replacing it with the following:



 









 






     “5.3. MEETING FEES. Each Independent Director shall be paid a
meeting fee for each meeting of the Board he or she attends. The amount of
the meeting fees shall be established from time to time by the Board.
Until changed by the Board, the meeting fee for attending a meeting of the
Board, or a committee thereof, whether telephonically or in person, shall
be as follows:



	 	 	 	 	 
	Meeting Type	 	Fee	 
	Board Meeting, Non-Telephonic or Telephonic
	 	$	1,500	 
	Committee Meeting, Non-Telephonic or Telephonic
	 	$	1,000	 
	Committee Chair, Non-Telephonic or Telephonic
Committee Meeting (in addition to Committee Meeting fee)
	 	$	500	 







     No fee shall be paid for non-telephonic committee meetings held on the
same day as a non-telephonic meeting of the Board.”



     FIVE: By deleting Section 6.2 in its entirety and replacing it with the following:




     “6.2 Subsequent Restricted Stock Grant. Subject to share availability
under the Equity Incentive Plan, upon subsequent re-election or
re-appointment of the Independent Director to the Board prior to June 1,
2009, such director shall receive an award of 2,500 shares of Restricted
Stock. Subject to share availability under the Equity Incentive Plan, upon
subsequent re-election or re-appointment of the Independent Director to
the Board on or following June 1, 2009, such director shall receive an
award of 5,000 shares of Restricted Stock.”



     All other provisions of the Plan shall remain the same.



 









 





     IN WITNESS WHEREOF, Grubb & Ellis Healthcare REIT, Inc., by a duly authorized officer, has
executed this Amendment to the Plan, effective as of the date set forth above.



	 	 	 	 	 
	 	GRUBB & ELLIS HEALTHCARE REIT, INC.

 	 
	 	By:  	/s/ Scott D. Peters
 	 
	 	 	Scott D. Peters 	 
	 	 	Chief Executive Officer