Bonus Stock Options. Beginning in 2018 and for each of the following two years, the Employee will be eligible to earn bonus stock options (“Bonus Options”) conditioned upon achieving annual revenue and EBITDA targets determined by the Board (“Bonus Targets”). The Bonus Options will be granted on the Effective Date at an exercise price equal to the five-day average closing price of the Company’s Common Stock as of the Effective Date. The Bonus Options for each year shall vest on December 31 of the bonus year upon the Company achieving at least 90% of the Bonus Targets for that year. The number of Bonus Options to be granted to the Employee each year shall equal to 1% of the Company’s issued and outstanding shares of Common Stock (including preferred stock on an as-converted basis) as of the Effective Date. Should a Change in Control occur after March 31 of a bonus year, all unvested Bonus Options which would vest on December 31 of the year in which the Change of Control occurs shall vest and become exercisable.

By its approval of this Agreement, the Company’s Board of Directors has approved the issuance to Executive of an option to acquire 5,000,000 shares of the Company’s Common Stock, under and pursuant to the provisions of the ​ 2007 Stock Option Plan, as adopted by the Company’s Board of Directors and as approved by the Company’s Shareholders (the “Plan”) and on the terms set forth in the Stock Option Agreement annexed to this Agreement as [Exhibit A] (the “Option Agreement”), which provides inter alia that such option shall vest as set forth below, and be exercisable at the exercise price of $0.24 per share (which is the closing market price of the Company’s Common Stock on the date hereof) at any time during the five (5) year period following the date hereof (subject to earlier termination as provided under the Plan):

Stock Options. You will also be granted a non-qualified stock option to purchase a number of shares of the common stock of the Company equal to 0.65% of the Company’s fully-diluted common stock. The exercise price per share will be equal to the fair market value per share on the grant date of such options by the Compensation Committee of the Board of Directors. You will vest in 25% of the option shares on the first anniversary of the commencement of employment and 1/36th of the option shares each month thereafter. The terms and conditions of the options will be more fully described in the Company’s Amended and Restated 2003 Stock Incentive Plan and Stock Option Agreement to be provided to you.

Stock Options. Any outstanding stock options held by an employee as of the date of his or her Qualifying Retirement shall be exercisable only to the extent such stock options are exercisable as of such date or become exercisable pursuant to the terms of the underlying option award agreements and shall remain exercisable until the option expiration date.

Stock Options. While you are employed by the Company, you will be eligible to participate in the Parent’s 2015 Omnibus Incentive Plan or such other equity-based long-term incentive compensation plan, program or arrangement generally made available to similarly situated senior executives of the Company from time to time (the “Plan”), as determined in the sole and absolute discretion of the Board of Directors of the Parent (the “Parent Board”) or authorized committee thereof.

Stock Options. In connection with this First Amendment, Employee will be awarded non-qualified stock options to purchase 100,000 shares of the Company’s common stock, par value $0.01 per shares (the “New Options”). [Section 3(d)(i)] of the Employment Agreement, as amended by this First Amended, shall be deemed to apply to the New Options.

Stock Options. Provided that the Executive remains employed with the Company on the day following the expiration of the six months Probationary Period as set forth in Section 1 hereof, the Company shall grant to the Executive an option to purchase 75,000 shares of the Company’s common stock (“Options”) under the Company’s 2011 Long Term Incentive Plan (the “Plan”), pursuant to the terms and conditions of the Plan, this Agreement and any applicable stock option award agreement. The

Stock Options. On the first day following January 1 that the New York Stock Exchange is open for trading (the “First Trading Day”), each Eligible Director shall automatically be granted a Non-Qualified Stock Option with a fair market value (computed as of the date of grant in accordance with applicable financial accounting rules) equal to $75,000 (the “Annual Option Grant”). The number of shares subject to the Annual Option Grant shall be determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest integer multiple of one hundred (100) shares. With respect to an individual who becomes an Eligible Director during a calendar year after the First Trading Day, such Eligible Director’s Annual Option Grant for that year shall have a fair market value obtained by multiplying $75,000 by a fraction, the numerator of which is the number of whole calendar months remaining in the calendar year and the denominator of which is twelve. Such prorated grant shall be made upon the first trading day of the calendar month, within the Company’s open trading window, following the date such individual becomes an Eligible Director, with the number of shares determined using the closing price of the Common Stock on the grant date, and rounding this number to the nearest integer multiple of one hundred (100) shares.

Stock Options. The Company shall grant to the Officer, pursuant to and subject to the terms and conditions of the Regional Health Properties, Inc. 2020 Equity Incentive Plan (the “2020 Plan”):

Stock Options. On the Effective Date, the Company shall grant to the Employee five year options in the Company’s customary form (the “Options”) subject to the Company’s 2014 Incentive Stock Plan (the “Plan”), exercisable (when vested) to purchase for cash or by cashless exercise up to 200,000 shares of Company Common Stock at a price equal to the closing price of such shares on the date of this Agreement, vesting, provided the Employee is still employed by the Company, as follows: # 50,000 shares on the Effective Date, # 50,000 shares on December 31, 2015, and # 50,000 shares on December 31, 2016, and # 50,000 shares on December 31, 2017; provided that 75,000 of the Options (consisting of 50,000 Options vesting on December 31, 2017 and 25,000 Options vesting on December 31, 2016) are granted subject to stockholder approval of the Company’s proposed increase in the Plan, submitted for approval at the March 10, 2015 Annual Meeting of Stockholders of the Company.