Exhibit 10.1


 


COMMUNITY HEALTHCARE TRUST

INCORPORATED


 


SECOND AMENDED AND RESTATED


ALIGNMENT OF INTEREST PROGRAM


 


1.             Purpose. The Community Healthcare
Trust Incorporated 2014 Incentive Plan (the “Plan”) was adopted to promote the interests of Community Healthcare Trust Incorporated
(the “Company”) and its stockholders by


 


·      strengthening
the Company’s ability to attract, motivate, and retain those Eligible Persons upon whose judgment, initiative, and efforts the financial
success and growth of the business of the Company largely depend;


 


·      offering
such Eligible Persons additional incentives to put forth maximum efforts for the success of the business; and


 


·      affording
such Eligible Persons an opportunity to acquire a proprietary interest in the Company through stock ownership and other performance-based
rights.


 


This Second Amended and Restated Alignment of Interest
Program is being adopted in accordance with the Plan and is intended to further the purposes of the Plan by providing incentives to Eligible
Persons to receive restricted stock with long-term vesting. The Committee believes that utilizing restricted stock with long-term vesting
aligns the interests of Participants with those of the Company’s shareholders.


 


2.             Definitions. Whenever
capitalized terms are used herein, but not defined, they shall have the meanings attributed to such terms in the Plan.


 


3.             Participation. The
Participants in this Second Amended and Restated Alignment of Interest Program are the Eligible Persons who have been named by the Committee
to participate in this program.


 


4.             Awards. Each
year, Participants may (i) elect to reduce Compensation that might be payable in cash the subsequent year (the “Reduction Year”)
by a percentage amount to be applied to the acquisition of restricted stock (“Acquisition Shares”) and (ii) receive an
Award based upon a multiple of the Acquisition Shares determined by the restriction period selected by the Participant (the “Restriction
Multiple”).


 


For the avoidance of doubt, Acquisition Shares
are restricted shares of Common Stock subject to a substantial risk of forfeiture and are not Awards.  Accordingly, Acquisition Shares
issued hereunder shall not be subject to the percentage limitation set forth in Section 3.1 of the Plan; provided, that any Award
issued to an Eligible Person due to the cliff vesting of Acquisition Shares shall be subject to such percentage limitation set forth in
Section 3.1 of the Plan.


 


The minimum and maximum percentage of each Compensation
type that a Participant may elect to be reduced and applied to Acquisition Shares shall be determined by the Committee. See Exhibit A
for the current percentages.


 


The amount of Base Salary, cash bonus, retainer,
fees or other compensation applied to the acquisition of Restricted Stock shall reduce the Base Salary, cash bonus, retainer, fees or
other compensation of the Participant for the Reduction Year.


 


The “Determination Date” shall be January 15
of the year following the Participant’s effective election, or, if such date is not a trading day, then the trading day immediately
preceding January 15. Notwithstanding the foregoing, the following two exceptions apply:


 


(i) for a Participant’s initial year
of participation in the Program, the Determination Date shall be the date that is the fifteenth (15th) business day following the Participant’s
effective election, and


 






     


     


    

 


(ii) if the dollar amount of any reduced compensation
has not been determined by January 15, then the Determination Date shall be the tenth (10th) business day following the date on which
the amount of such compensation (e.g., bonus) is fixed and determined.


 


Effective as of November 1, 2016, the Board
reserved an aggregate of 500,000 shares of Common Stock to be issued to Participants upon election to receive Acquisition Shares. Effective
as of May 5, 2022, the Board hereby reserves an additional 500,000 shares of Common Stock (for an aggregate of 1,000,000 shares of
Common Stock) to be issued to Participants upon election to receive Acquisition Shares.  The number of Acquisition Shares granted
to a Participant shall be determined as follows:


 


(i)  For elections made prior to the date
the Company’s Initial Public Offering was completed, May 28, 2015, (“IPO Effective Date”), the number of Acquisition
Shares shall be determined as of the IPO Effective Date by dividing the total of the Participant’s elected reduced Salary or retainer,
fees for the remainder of such year by the price per share sold to the public by the underwriters of the Company’s Initial Public
Offering; or


 


(ii),  For all periods after the IPO Effective
Date, the number of Acquisition Shares shall be determined as of the Determination Date by dividing the total of the Participant’s
elected reduced Salary, cash bonus, retainer, fees or other compensation by the average closing price of the common stock for the 10 trading
days immediately preceding the Determination Date.


 


The Restriction Multiple and restriction period
shall be established by the Committee in its sole discretion. See Exhibit A for the current multiples. The Restriction Multiple shall
be determined by Participant’s selection of a restriction period.


 


Each Participant must deliver written notice of
Participant’s election to obtain an Award pursuant to this Section 4 to the Director of Human Resources of CHCT, or other person
appointed by the Committee, prior to the end of the last business day before the beginning of the Reduction Year. The notice shall contain
the percentage reduction and the restriction period selected by the Participant. Unless otherwise approved by the Director of Human Resources
of CHCT, this election shall be irrevocable by the Participant.


 


The product of the Restriction Multiple multiplied
by the Acquisition Shares, rounded to the nearest share, shall be the number of shares constituting an Award (the “Award Shares”)
pursuant to this Section 4. See Exhibit B for illustrative examples of the calculations. Acquisition Shares and Award Shares
determined pursuant to this Section 4 shall be delivered to each Participant as soon as administratively feasible, but generally
prior to the record date for payment of the dividend declared in January of the Reduction Year. Each Participant must be an Eligible
Person at the date of delivery of the Award to receive the Award Shares.


 


The Committee shall have the discretion to alter
the administration of awards under this Second Amended and Restated Alignment of Interest Program at any time prior to the grant of any
such award, in accordance with Section 4.3 of the Plan.


 


5.             Termination
of Employment. In the event of termination of a Participant’s employment, the disposition of any unvested Awards will
be determined in accordance with such Participant’s written employment agreement and Award Agreement, if applicable. If a Participant
is not employed pursuant to a written employment agreement and voluntarily terminates his or her employment, or is terminated for Cause
(as such term is defined in the Plan), such Participant will forfeit any unvested Awards. If a Participant is not employed pursuant to
a written employment agreement and such employment is terminated by the Company without Cause, or by reason of Participant’s death,
disability or retirement (upon attainment of eligibility to retire in accordance with any applicable Company policy then in effect) all
unvested Awards will continue to vest pursuant to the Restricted Stock Agreement such stock is subject to. The provisions of Section 7
of the Plan will govern in the event of a Change of Control and are not intended to be altered by this Section 5. Notwithstanding
the foregoing, for any Participant who is subject to Code Section 162(m) compensation restrictions, no unvested Awards which
are intended to be performance-based compensation under Code Section 162(m) shall vest unless the performance goals have been
satisfied on a pro rata basis by the termination date.


 






     


     


    

 


6.             Amendments. The
Committee may from time to time amend or modify this Second Amended and Restated Alignment of Interest Program, provided that no such
action shall adversely affect Awards previously granted hereunder.


 


7.             Survival. This
Second Amended and Restated Alignment of Interest Program shall continue in effect as long as the Plan is in effect or until terminated
by the Committee.


 






     


     


    

 


EXHIBIT A


Initial Percentages/Multiples Pursuant to


Second Amended and Restated


Alignment of Interest Program


 


Range of Elective Deferral Percentages


 


	Compensation Type	 	Minimum	 	 	Maximum	 
	Base Salary	 	 	0.00	%	 	 	100.00	%
	Cash Bonus	 	 	0.00	%	 	 	100.00	%
	Other Compensation	 	 	0.00	%	 	 	100.00	%



 


Employee Restriction Multiples


 


	Compensation Type	 	3 Year Restriction	 	5 Year Restriction	 	8 Year Restriction	 
	Base Salary	 	0.3	X	0.5	X	1.0	X
	Cash Bonus	 	0.3	X	0.5	X	1.0	X
	Other Compensation	 	0.3	X	0.5	X	1.0	X



 


Director Restriction Multiples


 


	Compensation Type	 	1 Year Restriction	 	2 Year Restriction	 	3 Year Restriction	 
	Retainer	 	0.2	X	0.4	X	0.6	X
	Fees	 	0.2	X	0.4	X	0.6	X
	Other Compensation	 	0.2	X	0.4	X	0.6	X


 






     


     


    


 


EXHIBIT B


Examples


 


Employee/Contractor Example


 


	 	 	 	 	 	Elected	 	 	 	 	 	Current	 	 	 	 	 	 	 	 	Elected	 	 	 	 	 	Alignment	 	 	Total	 
	 	 	Initial Cash	 	 	Deferral	 	 	Deferred	 	 	Year Cash	 	 	Share	 	 	Acquisition	 	 	Deferral	 	 	Restriction	 	 	of Interest	 	 	Restricted	 
	 	 	Amounts	 	 	Percent	 	 	Amount	 	 	Received	 	 	Price	 	 	Shares	 	 	Period	 	 	Multiple	 	 	Award	 	 	Shares	 
	Base Salary	 	 	150,000	 	 	 	25	%	 	 	37,500	 	 	 	112,500	 	 	$	20.00	 	 	 	1,875	 	 	 	5 year	 	 	 	0.5	 	 	 	937.5	 	 	 	2,812.50	 
	Cash Bonus	 	 	50,000	 	 	 	100	%	 	 	50,000	 	 	 	0	 	 	$	20.00	 	 	 	2,500	 	 	 	3 year	 	 	 	0.3	 	 	 	750.0	 	 	 	3,250.00	 
	Other Compensation	 	 	50,000	 	 	 	50	%	 	 	25,000	 	 	 	25,000	 	 	$	20.00	 	 	 	1,250	 	 	 	8 year	 	 	 	1	 	 	 	1,250.0	 	 	 	2,500.00	 
	Totals	 	 	250,000	 	 	 	 	 	 	 	112,500	 	 	 	137,500	 	 	 	 	 	 	 	5,625	 	 	 	 	 	 	 	 	 	 	 	2,937.5	 	 	 	8,562.50	 



 


Director Example


 


	 	 	 	 	 	Elected	 	 	 	 	 	Current	 	 	 	 	 	 	 	 	Elected	 	 	 	 	 	Alignment	 	 	Total	 
	 	 	Initial Cash	 	 	Deferral	 	 	Deferred	 	 	Year Cash	 	 	Share	 	 	Acquisition	 	 	Deferral	 	 	Restriction	 	 	of Interest	 	 	Restricted	 
	 	 	Amounts	 	 	Percent	 	 	Amount	 	 	Received	 	 	Price	 	 	Shares	 	 	Period	 	 	Multiple	 	 	Award	 	 	Shares	 
	Annual Retainer	 	 	25,000	 	 	 	100	%	 	 	25,000	 	 	 	0	 	 	$	20.00	 	 	 	1,250	 	 	 	3 year	 	 	 	0.6	 	 	 	750.0	 	 	 	2,000.00	 
	Meeting Fees	 	 	7,500	 	 	 	100	%	 	 	7,500	 	 	 	0	 	 	$	20.00	 	 	 	375	 	 	 	2 year	 	 	 	0.4	 	 	 	150.0	 	 	 	525.00	 
	Other Compensation	 	 	10,000	 	 	 	0	%	 	 	0	 	 	 	10,000	 	 	$	20.00	 	 	 	0	 	 	 	 	 	 	 	 	 	 	 	0.0	 	 	 	0.00	 
	Totals	 	 	42,500	 	 	 	 	 	 	 	32,500	 	 	 	10,000	 	 	 	 	 	 	 	1,625	 	 	 	 	 	 	 	 	 	 	 	900.0	 	 	 	2,525.00