Attached files
file | filename |
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8-K - LIVE FILING - Griffin-American Healthcare REIT II, Inc. | htm_43902.htm |
EX-99.2 - EX-99.2 - Griffin-American Healthcare REIT II, Inc. | exhibit2.htm |
EX-99.1 - EX-99.1 - Griffin-American Healthcare REIT II, Inc. | exhibit1.htm |
EX-99.4 - EX-99.4 - Griffin-American Healthcare REIT II, Inc. | exhibit4.htm |
Executive Stock Purchase Plan
This Executive Stock Purchase Plan (this Purchase Plan) is hereby executed and adopted by Danny Prosky (Executive) this 30th day of December, 2011, with an effective date as of January 1, 2012.
WHEREAS, Executive previously entered into an Executive Stock Purchase Plan with Grubb & Ellis Healthcare REIT II, Inc. (to be renamed Griffin-American Healthcare REIT II, Inc.) (the Issuer) dated April 7, 2011 (the Original Plan);
WHEREAS, the Original Plan expires in accordance with its terms on December 31, 2011;
WHEREAS, Executive serves as President and Chief Operating Officer of the Issuer;
WHEREAS, Executive desires to enter into this Purchase Plan to buy shares of common stock, par value $0.01 per share, of the Issuer (the Stock) on a programmatic basis pursuant to the Issuers registered public offering (Registration No. 333-158111) (the Offering) in accordance with the terms set forth herein;
WHEREAS, Executive is employed by American Healthcare Investors LLC (Employer), the Issuers co-sponsor, and serves as an officer of Employer;
WHEREAS, Executive is not employed by, or directly compensated by, the Issuer; and
WHEREAS, Executive desires to irrevocably instruct Employer to direct 50% of his net base salary and bonus compensation paid after February 1, 2012, after taxes and other withholdings, which consists of regular payroll payments and any year-end bonus compensation paid by Employer to Executive in his capacity as an employee (Salary Compensation), to Issuer in order to effect purchases of shares of Stock in accordance with this Purchase Plan;
NOW, THEREFORE, Executive undertakes as follows:
1. Executive shall immediately and irrevocably instruct Employer to direct 50% of his Salary Compensation to Issuer in order to affect purchases of shares of Stock in accordance with this Purchase Plan, beginning with the regularly scheduled payroll payment on February 15, 2012, and terminating on the Termination Date (defined below).
2. Executive hereby directs Griffin Capital Securities, Inc., or any substitute or successor broker-dealer of record authorized to transact sales of the Stock, to facilitate the investment of all Salary Compensation paid to Issuer pursuant to paragraph 1 above in shares of Stock at a purchase price of $9.00 per share, reflecting a purchase price net of any selling commissions or dealer manager fee, as provided for in the prospectus relating to the Offering.
3. Executive represents and warrants that an investment in shares of Stock is an appropriate and suitable investment for Executive, that Executive meets the Issuers suitability standards as set forth in the Issuers prospectus relating to the Offering, and that Executive will notify Issuer in the event that Executive no longer meets the suitability standards set forth in the Issuers prospectus relating to the Offering;
4. Executive represents and warrants that, as of the date hereof, he is not aware of material, nonpublic information with respect to the Issuer or any securities of the Issuer (including the Stock) and is adopting this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 and Rule 10b5-1 under the Securities Exchange Act of 1934 (the Exchange Act).
4. It is the intent of Executive that this Purchase Plan comply with the requirements of Rule l0b5-1(c)(1) under the Exchange Act and that this Purchase Plan shall be interpreted to comply with the requirements of Rule 10b5-1(c)(1).
5. Executive agrees to make all filings, if any, required under Sections 13(d), 13(g) and 16 of the Exchange Act.
6. Executive understands and agrees that he may not amend, substitute or otherwise alter any direction or instruction set forth in this Purchase Plan without the prior written consent of Issuer. Executive further understands and agrees that he bears all legal and regulatory risks associated with any such amendment, substitution or alteration.
7. This Purchase Plan shall terminate on the earlier of (A) the close of business on December 31, 2012, (B) the termination of the Offering, (C) any suspension of the Offering by the Issuers board of directors or any regulatory body, including but not limited to the Securities and Exchange Commission or any state securities commission, by stop-order or otherwise, or (D) the date upon which the investment in the Stock hereunder, when combined with all other investments in the Stock by Executive, would cause the number of shares of Stock owned by Executive to exceed the ownership limits set forth in the Issuers charter.
8. This Purchase Plan shall be governed by and construed in accordance with the laws of the State of Maryland.
IN WITNESS WHEREOF, the undersigned have signed this Purchase Plan as of the date first written above.
/s/ Danny Prosky
DANNY PROSKY |
Acknowledged and Agreed:
GRIFFIN-AMERICAN HEALTHCARE REIT II, INC.
By: /s/ Jeff Hanson
Name of Officer: Jeff Hanson
Title: CEO
GRIFFIN CAPITAL SECURITIES, INC.
By: /s/ Kevin Shields
Name of Officer: Kevin A. Shields
Title: CEO