Example ContractsClausesCash Retainer
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Cash. Directors Fees deferred by Participants in cash shall be credited to a Cash Deferred Account, on the first business day coincident with or immediately following the Issue Date for such Director Fees, until a Distribution Event described in Section 10 occurs. Cash Deferred Accounts shall not be credited with any earnings or income by the Company.

Effective January 1, 2023, Regional Health Properties, Inc. (the “Company”) will pay each outside director who is independent in accordance with the NYSE American and SEC rules governing director independence (an “Eligible Director”) an annual cash retainer of $49,500 (the “Annual Cash Retainer”) for service to the Company. In addition, the Lead Independent Director will receive an additional annual fee of $12,000 (the “Lead Independent Director Fee”). The Annual Cash Retainer and the Lead Independent Director Fee will be paid in monthly installments.

For service as a director: an annual cash retainer of $40,000 (in addition to any annual cash retainers otherwise paid).

For service as Board Chair: an annual cash retainer of $50,000 (in addition to any annual cash retainers otherwise paid).

Following the Effective Date, subject to complying with the Retainer Award Election Mechanics below, each Outside Director may elect to convert 0%, 50% or 100% of his or her cash compensation with respect to services performed in a future quarter and otherwise scheduled to be paid under [Section 1] of this Policy (the “Retainer Cash Payments”) into a number of Restricted Stock Units (“Retainer Award”) having a Grant Value equal to the aggregate amount of the elected percentage of the Retainer Cash Payments payable to such Outside Director under this Policy for the applicable quarter (as determined on the applicable date of grant of such Retainer Award), provided that the number of Shares covered by such Retainer Award shall be rounded to the nearest whole Share (such election, a “Retainer Award Election”). Quarterly Retainer Awards will be automatic and nondiscretionary and will be granted on the last business day of each quarter with respect to Retainer Cash Payments that would have been paid for such quarter. All Restricted Stock Units underlying such quarterly Retainer Awards will be fully vested upon grant and will be settled in Shares as soon as administratively practicable following each date of grant. For purposes of this Policy, “Grant Value” is calculated based on the volume weighted average price of one Share over the Company’s fourth quarter of the year immediately preceding the year of the date of grant. For purposes of clarity, the amount of Retainer Cash Payments considered with respect to each quarterly Retainer Award will reflect any changes in committee assignments and any appointment or removal as the chair of committee based on the applicable fees earned during the prior quarter pursuant to [Section 1] of this Policy.

Each Outside Director will be paid an annual cash retainer of $40,000.

Limitation on Equity Retainer. Notwithstanding the foregoing or anything to the contrary herein, the maximum Equity Retainer granted to an Eligible Director during the annual director compensation period (as defined in the Plan) shall not exceed the limit set forth in [Section 4(b)(ii)] of the Plan.

If any director joins the Board on a date other than the date of the Company’s Annual Meeting, then a pro-rata portion of each of the applicable Cash Retainer and Equity Retainer from the date joined to the next Annual Meeting date shall be granted; provided, however, that any director of R.R. Donnelley & Sons Company (“RRD”) who joins the Board in connection with the spin-off of the Company from RRD shall not be entitled to such pro-rata portion of the Cash Retainer or Equity Retainer.

$25,000 additional annual cash retainer for the Chair of the Audit, Credit and Risk Committees;

The Non-Executive Chairman of the Board shall receive an additional cash retainer of $70,000.

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