EXHIBIT
10.2


SECOND AMENDMENT TO THE 2007 AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


This Second Amendment to the 2007 Employment Agreement
(the “Agreement”), is made as of July 1, 2007, effective as of March 1, 2007 by
and between LTC PROPERTIES, INC.,
a corporation organized under the laws of the State of Maryland (“LTC” or the “Company”),
and WENDY SIMPSON (“Executive”) and amends and restates the 2007
Amended and Restated Employment Agreement between LTC and Executive, dated as
of February 6, 2007 (“Prior Employment Agreement”).


NOW, THEREFORE,
for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:


1.             Effective Date, Appointment, Title and Duties. 
The effective date of this Agreement is March 1, 2007 (“Effective Date”).  As of the Effective Date, LTC employs
Executive to serve as its Chief Executive Officer.  In such capacity, Executive shall report to
the Board of Directors of the Company, and shall have such duties, powers and
responsibilities as are customarily assigned to a Chief Executive Officer of a
publicly held corporation, but shall also be responsible to the Board of
Directors and to any committee thereof. 
In addition, Executive shall have such other duties and responsibilities
as the Board of Directors may reasonably assign her, with her consent,
including serving with the consent or at the request of the Board of Directors
as an officer or on the board of directors of affiliated corporations, provided that such duties are commensurate with and
customary for a senior executive officer bearing Executive’s experience,
qualifications, title and position.


2.             Term of Agreement.  The term of
this Agreement shall commence as of the Effective Date and shall extend such
that at each and every moment of time hereafter the remaining term shall be
three years.


3.             Acceptance of Position.  Executive
accepts the position of Chief Executive Officer, and agrees that during the
term of this Agreement she will faithfully perform her duties and, except as
expressly approved by the Board of Directors of LTC, will devote substantially
all of her business time to the business and affairs of LTC, and will not
engage, for her own account or for the account of any other person or entity,
in a business which competes with LTC. 
It is acknowledged and agreed that Executive may serve as an officer
and/or director of companies in which LTC owns voting or non-voting stock.  In addition, it is acknowledged and agreed
that Executive may, from time to time, serve as a member of the board of
directors of other companies, in which event the Board of Directors of LTC must
expressly approve such service pursuant to a Board resolution maintained in the
Company’s minute books.  Any compensation
or remuneration which Executive receives in consideration of her service on the
board of directors of other companies shall be the sole and exclusive property
of Executive, and LTC shall have no right or entitlement at any time to any
such compensation or remuneration.


4.             Salary and Benefits.  During the
term of this Agreement:













(a)           LTC shall pay to Executive a base salary at an annual
rate of not less than Four Hundred Thousand Dollars ($400,000) per annum (“Base
Salary”), paid in approximately equal installments at intervals based on any
reasonable Company policy.  LTC agrees
from time to time to consider increases in such base salary in the discretion
of the Board of Directors.  Any increase,
once granted, shall automatically amend this Agreement to provide that
thereafter Executive’s base salary shall not be less than the annual amount to
which such base salary has been increased.


(b)           During the term hereof, Executive shall participate in
all health, retirement, Company-paid insurance, sick leave, disability,
expense reimbursement and other benefit programs which LTC makes available to
any of its senior executives.


(c)           Health Insurance Benefits. LTC shall provide to  Executive and her spouse  LTC health insurance benefits, of a type and
nature no less favorable to Executive than the health insurance benefits made
available by LTC to Executive and to LTC’s other senior executives at the time
of execution of this Agreement, for so long as Executive is employed hereunder.  The benefits described in the preceding
sentence shall be referred to herein as Executive’s “Health Insurance Benefits”
and upon a Change in Control of the Company, a termination of Executive’s
employment by LTC without “cause” or a resignation by Executive with “good
reason”, these Health Insurance Benefits will continue for Executive’s lifetime.


(i)            In the event LTC ceases to offer health insurance
coverage to its senior executives or LTC elects in its sole discretion to
discontinue providing Executive with Executive’s Health Insurance Benefits, LTC
shall have the option (a) at the Company’s expense, to purchase health
insurance coverage no less favorable to Executive than Executive’s Health
Insurance Benefits, or (b) terminate all further Health Insurance Benefits to
Executive and in lieu thereof make a one time payment of Two Hundred Fifty
Thousand Dollars ($250,000) to Executive (a “Health Insurance Buyout”).


(ii)           In order to effect a Health Insurance Buyout, LTC
shall give no less than sixty (60) days’ prior written notice to Executive that
LTC has elected to terminate Executive’s Health Insurance Benefits.  Such notice shall not be effective nor shall
it relieve LTC of its obligations under this Section 4(c) unless it is
accompanied by payment in full of the aforesaid Two Hundred Fifty Thousand
Dollars ($250,000).


(iii)          Executive’s rights to the benefits set forth in this
Section 4(c) and the subsections of this Section 4(c) shall survive any
termination or expiration of this Agreement and the termination of Executive’s
employment upon a Change in Control of the Company, a termination of Executive’s
employment by LTC without “cause” or a resignation by Executive with “good
reason”.


(d)           The Company has set an annual target bonus for
Executive equal to one hundred percent (100%) of her Base Salary; provided, however, that the award of any such bonus is
subject to the sole discretion of the Board of Directors.  Executive also shall be eligible to
participate in any LTC incentive stock, option or bonus plan offered by LTC to
its senior executives, subject to the terms thereof and at the sole discretion
of the Board of Directors.



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(e)           At the date hereof:


(i)              Executive has previously been awarded twenty-seven
thousand one hundred twenty (27,120) shares of the Company’s common stock (“Prior
RSA’s”).  Twenty-two thousand five
hundred (22,500) of the Prior RSA’s were awarded under the LTC Properties, Inc.
2004 Restricted Stock Plan (“2004 RSP”) and four thousand six hundred twenty
(4,620) of the Prior RSA’s were awarded under the LTC Properties, Inc., 1998
Equity Participation Plan (“1998 EPP”) and the applicable LTC Property, Inc.
Restrictive Stock Agreements or 1998 EPP Award Agreements, as the case may be
(together the “Award Agreements”).  The
Award Agreements are hereby modified and amended to provide that (A) no prior
existing schedule for the lapsing of restriction on the shares awarded
thereunder shall have any further force and effect, and (B) all restrictions
imposed by the Company with respect to the Prior RSA’s shall lapse in the
annual amount of 9,040 shares each March 1, 2008, 2009 and 2010, respectively.


(ii)             Simultaneously with the execution of this Agreement,
the Company and Executive shall execute a 2007 Restricted Stock Agreement in
the form of Exhibit A hereto pursuant to which the Company shall grant Executive
a Restricted Stock Award of forty thousand (40,000) shares of restricted common
stock of the Company under the 1998 EPP (the “2007 RSA”).  Restrictions imposed by the Company on the
2007 RSA shares shall lapse in the amounts of 13,333 shares on March 1, 2008,
13,333 on March 1, 2009 and 13,334 on March 1, 2010.


(f)            Executive shall be entitled to reasonable vacation
time, not less than four (4) weeks per year, provided
that not more than two (2) weeks of such vacation time may be taken
consecutively without prior notice to and non-objection by the
Compensation Committee of the Board of Directors or, if there is no
Compensation Committee, the Board of Directors.


5.             Certain Terms Defined.  For purposes
of this Agreement:


(a)           Executive shall be deemed to be “disabled” if a
physical or mental condition shall occur and persist which, in the written
opinion of a licensed physician selected by the Board of Directors in good
faith, has rendered Executive unable to perform the duties set forth in Section
1 hereof for a period of sixty (60) days or more and, in the written opinion of
such physician, the condition will continue for an indefinite period of time,
rendering Executive unable to return to her duties.


(b)           A termination of Executive’s employment by LTC shall
be deemed for “Cause” if, and only if, it is based upon (i) conviction of
a felony; (ii) material disloyalty to the Company such as embezzlement,
misappropriation of corporate assets or, except as permitted pursuant to
Section 3 of this Agreement, breach of Executive’s agreement not to engage in
business for another enterprise of the type engaged in by the Company; or
(iii) the engaging in unethical or illegal behavior which is of a public
nature, brings LTC into disrepute, and result in material damage to the
Company.  The Company shall have the
right to suspend Executive with pay, for a reasonable period to investigate
allegations of conduct which, if proven, would establish a right to terminate
this Agreement for Cause, or to permit a felony charge to be tried.  Immediately upon the conclusion of such
temporary period, unless Cause to terminate this Agreement has been
established, Executive shall be restored to all duties and responsibilities as
if such suspension had never occurred.



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(c)           A resignation by Executive shall not be deemed to be
voluntary and shall be deemed to be a resignation with “Good Reason” if it is
based upon (i) a diminution in Executive’s title, duties, or salary;
(ii) a material reduction in benefits; (iii) a direction by the Board
of Directors that Executive report to any person or group other than the Board
of Directors, or (iv) a geographic relocation of Executive’s place of work
a distance for more than seventy-five (75) miles from LTC’s offices located
at  31365 Oak Crest Drive, Suite 200,
Westlake Village, California 91361.


(d)           “Affiliate” means with respect to any Person, a Person
who, directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control, with the Person specified.


(e)           “Base Salary” means, as of any date of termination of
employment, the highest base salary of Executive in the then current fiscal
year or in any of the last four fiscal years immediately preceding such date of
termination of employment.


(f)            “Beneficial Owner” shall have the meaning given to
such term in Rule 13d-3 under the Exchange Act.


(g)           A “Change in Control” occurs if:


(i)           Any Person or related group of Persons (other than
Executive and her Related Persons, the Company or a Person that directly or
indirectly controls, is controlled by, or is under common control with, the
Company) is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company representing 30% or more of the combined voting power
of the Company’s then outstanding securities;


(ii)           The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation (or other entity),
other than a merger or consolidation which would result in the voting
securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 66-2/3% of the combined voting
power of the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; provided, however, that a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person acquires 30% or more of the combined
voting power of the Company’s then outstanding securities shall not constitute
a Change in Control;


(iii)          The Stockholders of the Company approve a plan of
complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; or


(iv)          A majority of the members of the Board of Directors of
the Company cease to be Continuing Directors;



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(h)           “Code” means the Internal Revenue Code of 1986, as
amended.


(i)      “Continuing Directors” means, as of any
date of determination, any member of the Board of Directors who (i) was a
member of such Board of Directors on the date of the Agreement or (ii) was
nominated for election or elected to such Board of Directors with the approval
of a majority of the Continuing Directors who were members of such Board of
Directors at the time of such nomination or election.


(j)      “Exchange Act” means the Exchange Act of 1934, as
amended.


(k)           “Person” means any individual, corporation,
partnership, limited liability company, trust, association or other entity.


(l)      “Related Person” means any immediate family member
(spouse, partner, parent, sibling or child whether by birth or adoption) of the
Executive and any trust, estate or foundation, the beneficiary of which is the
Executive and/or an immediate family member of the Executive.


6.             Certain Benefits Upon Termination. 
Executive’s employment shall be terminated upon the earlier of
(i) the voluntary resignation of Executive with or without Good Reason;
(ii) Executive’s death or permanent disability; or (iii) upon the
termination of Executive’s employment by LTC for any reason at any time.  In the event of such termination, the below
provisions of this Section 6 shall apply, and in the event of a Change of
Control, whether or not Executive’s employment is terminated thereby, Section
6(b) shall apply.


(a)   If Executive’s employment by LTC
terminates for any reason other than as a result of (i) a termination for
Cause, or (ii) a voluntary resignation by Executive without a Good Reason, or (iii)
a Change in Control of the Company, then LTC shall pay Executive a lump sum
severance payment equal to two times her Base Salary, provided that if employment terminates by
reason of Executive’s death or disability, then such salary shall be paid only
to the extent the Company has available “key man” life, disability or similar
insurance relating to the death or disability of Executive.


(b)  Upon a Change in Control of the Company
whether or not Executive’s employment is terminated thereby, in lieu of the
severance payment described in Section 6(a) above, LTC shall pay Executive a
one time severance payment in cash equal to Three Million Dollars ($3,000,000),
and all stock options shall automatically become exercisable.  All restrictions on stock awarded to
Executive, other than the Prior RSA’s and the 2007 RSA shares pursuant to
Section 4(e) hereof, shall automatically lapse concurrently upon a Change in
Control, notwithstanding any prior existing schedule; provided,
however, that no Change of Control or payment of the aforesaid
severance payment shall (i) terminate or reduce Executive’s Health Care
Benefits as set forth in Section 4(c) hereof which shall remain in full force
and effect, and (ii) if Executive’s employment is not terminated in connection
with such Change of Control, restrictions on the Prior RSA’s and the 2007 RSA
shares awarded under Section 4(e) hereof shall remain in full force and effect
and shall not lapse until Executive’s employment is terminated as provided in
such Section 4(e).



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(c)             COBRA.  If Executive’s
employment by LTC terminates for any reason, except for LTC’s termination of
Executive’s employment for Cause or a voluntary resignation by Executive
without a Good Reason, LTC shall offer to Executive the opportunity to
participate in all Company-provided medical and dental plans to the
extent Executive elects and remains eligible for coverage under COBRA and for a
maximum period of eighteen (18) months at Company expense to the extent the
benefits thereunder are not duplicative of the Executive’s Health Insurance
Benefits; provided, however, in
the event Executive’s employment by LTC terminated upon a Change in Control of
the Company, then Executive shall not be given the opportunity to participate
in any of such medical and dental plans, except to the extent required by law
and except as required in accordance with Executive’s Health Insurance
Benefits.  The provisions of this Section
6(c) are intended to specify Executive’s rights under COBRA and are not
intended to limit or reduce Executive’s Health Insurance Benefits.


(d)             In the event that Executive’s employment
terminates by reason of her death, all benefits provided in this Section 6
shall be paid to her estate or as her executor shall direct, but payment may be
deferred until Executive’s executor or personal representative has been
appointed and qualified pursuant to the laws in effect in Executive’s
jurisdiction of residence at the time of her death.


(e)             LTC shall make all payments pursuant to
the foregoing subsections (a) through (d) concurrently with the date of
termination of Executive’s employment or consummation of a Change in Control of
the Company, as applicable.


(f)              LTC shall have no liability under this
Section 6 if Executive’s employment pursuant to this Agreement is terminated by
LTC for Cause or by Executive without a Good Reason; provided,
however, that if Executive’s employment pursuant to this Agreement
is terminated by LTC for Cause or by Executive without a Good Reason at any
time after a Change of Control which did not result in Executive’s employment
being terminated, such post-Change of Control termination by LTC for
Cause or by Executive without a Good Reason shall not affect in any way
Executive’s entitlement to Executive’s Health Insurance Benefits or the Health
Insurance Buyout right under Section 4(c)under above, the one time severance
payment described in Section 6(b) above or any other rights, benefits or
entitlements to which Executive may be entitled as a result of such Change of
Control.


(g)             Gross-Up.


(i)           If it shall be determined that any payment,
distribution or benefit received or to be received by Executive from the
Company (whether payable pursuant to the terms of this Agreement or any other
plan, arrangements or agreement with the Company or a Affiliate (as defined
above) (“Payments”)) would be subject to the excise tax imposed by Section 4999
of the Code (the “Excise Tax”), then Executive shall be entitled to receive an
additional payment (the “Excise Tax Gross-Up Payment”) in an amount such that
the net amount retained by Executive, after the calculation and deduction of
any Excise Tax on the Payments and any federal, state and local income taxes
and excise tax on the Excise Tax Gross-Up Payment provided for in this
Section 6(g), shall be equal to the Payments. 
In determining this amount, the amount of the Excise Tax Gross-Up
Payment attributable to federal income taxes shall be reduced by the maximum
reduction in federal income taxes that could be obtained by the deduction of
the portion of the Excise Tax Gross-Up Payment attributable to state and local
income taxes.  Finally, the Excise Tax
Gross-Up Payment shall be reduced by income or excise tax withholding
payment made by the Company or any affiliate of either to any federal, state or
local taxing authority with respect to the Excise Tax Gross-Up Payment
that was not deducted from compensation payable to Executive.



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(ii)          All determinations required to be made under this
Section 6(g), including whether and when an Excise Tax Gross-Up Payment
is required and the amount of such Excise Tax Gross-Up Payment and the
assumptions to be utilized in arriving at such determination, except as
specified in Section 6(g)(i) above, shall be made by the Company’s independent
auditors (the “Accounting Firm”), which shall provide detailed supporting
calculations both to the Company and Executive. 
Such determination of tax liability made by the Accounting Firm shall be
subject to review by Executive’s tax advisor and, if Executive’s tax advisor
does not agree with such determination reached by the Accounting Firm, then the
Accounting Firm and Executive’s tax advisor shall jointly designate a
nationally recognized public accounting firm, which shall make such
determination.  All reasonable fees and
expenses of the accountants and tax advisors retained by either Executive or
the Company shall be borne by the Company. 
Any Excise Tax Gross-Up Payment, as determined pursuant to this
Section 6(g), shall be paid by the Company to Executive within five days after
the receipt of such determination.  Any
determination by a jointly designated public accounting firm shall be binding
upon the Company and Executive.


(iii)         As a result of the uncertainty in the application of
Subsection 4999 of the Code at the time of the initial determination
thereunder, it is possible that Excise Tax Gross-Up Payments will not
have been made by the Company that should have been made consistent with the
calculations required to be made hereunder (“Underpayment”).  In the event that Executive thereafter is
required to make a payment of any Excise Tax, any such Underpayment calculated
in accordance with and in the same manner as the Excise Tax Gross-Up
Payment in Section 6(g)(i) above shall be promptly paid by the Company to or
for the benefit of Executive.  In the
event that the Excise Tax Gross-Up Payment exceeds the amount
subsequently determined to be due, such excess shall constitute a loan from the
Company (together with interest at the rate provided in Section 1274(b)(2)(B)
of the Code).


7.             [Intentionally omitted]


8.             Indemnification.  LTC shall
indemnify Executive and hold her harmless from and against all claims, losses,
damages, expense or liabilities (including expenses of defense and settlement)
based upon or in any way arising from or connected with his employment by LTC,
to the maximum extent permitted by law. 
To the fullest extent permitted by law, LTC shall advance to Executive
all expenses necessary in connection with the defense of any action or claim
which is brought if indemnification cannot be determined to be available prior
to the conclusion of such action or the investigation of such claim.  LTC shall investigate in good faith the
availability and cost of directors’ and officers’ insurance and shall include
Executive as an insured in any directors’ and officers’ insurance policy it
maintains.  The provisions of this
Section 8 shall survive any termination or expiration of this Agreement.



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9.             Attorney Fees.  In the event
that any action or proceeding is brought to enforce the terms and provisions of
this Agreement, the prevailing party shall be entitled to recover reasonable
attorney fees.


10.           Notices.  All notices
and other communications provided to either party hereto under this Agreement
shall be in writing and delivered by certified or registered mail to such party
at its/her address set forth below its/her signature hereto, or at such other
address as may be designated with postage prepaid, shall be deemed given when
received.


11.           Construction.  In
constructing this Agreement, if any portion of this Agreement shall be found to
be invalid or unenforceable, the remaining terms and provisions of this
Agreement shall be given effect to the maximum extent permitted without
considering the void, invalid or unenforceable provisions.  In construing this Agreement, the singular
shall include the plural, the masculine shall include the feminine and neuter
genders as appropriate, and no meaning in effect shall be given to the captions
of the sections in this Agreement, which is inserted for convenience of
reference only.  Without limitation to
the foregoing, nothing in this Agreement is intended to violate the
Sarbanes-Oxley Act of 2002, and to the extent that any provision of this
Agreement would constitute such a violation, such provision shall be modified
to the extent required by such Act, or, to the extent that such provision
cannot be so modified and is found to be invalid or unenforceable, the
remaining terms and provisions shall be given effect to the maximum extent permitted
without considering the void, invalid or unenforceable provision.


Notwithstanding any other provision of the
Agreement, to the extent that (i) any amount paid pursuant to the Agreement is
treated as nonqualified deferred compensation pursuant to Section 409A of the
Internal Revenue Code of 1986 (the “Code”) and (ii) the Executive is a “specified
employee” pursuant to Section 409A(2)(B) of the Code, then such payments shall
be made on the date which is six (6) months after the date of the Executive’s
separation from service.  In connection with the payment of any
obligation that is delayed pursuant to this Rider, the Company shall establish
an irrevocable trust to hold funds to be used for payment of such
obligations.  Upon the date that such
amount would otherwise be payable, the Company shall deposit into such
irrevocable trust an amount equal to the obligation.  However, notwithstanding the establishment of
the irrevocable trust, the Company’s obligations under the Agreement upon the
Executive’s termination of employment shall constitute a general, unsecured
obligation of the Company and any amount payable to the Executive shall be paid
solely out of the Company’s general assets, and the Executive shall have no
right to any specific assets of the Company. 
The funds, if any, contained or contributed to the irrevocable trust
shall remain available for the claims of the Company’s general creditors.


12.           Headings.  The section
headings hereof have been inserted for convenience of reference only and shall
not be construed to affect the meaning, construction or effect of this
Agreement.


13.           Governing Law. 
The provisions of this Agreement shall be construed and interpreted in
accordance with the internal laws of the State of California as at the time in
effect.



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14.           Entire Agreement.  This
Agreement constitutes the entire agreement and supersedes all other prior
agreements (including the Prior Employment Agreement) and undertakings, both
written and oral, among Executive and the Company, with respect to the subject
matter hereof.



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IN WITNESS WHEREOF, this
Agreement shall be effective as of the date specified in the first paragraph of
this Agreement.


	
  Signed July 1, 2007

  	
   

  	
   

  
	
   

  	
   

  	
  LTC PROPERTIES, INC., a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Andre
  Dimitriadis

  
	
   

  	
   

  	
  Andre C.
  Dimitriadis, Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy
  Triche

  
	
   

  	
   

  	
  Compensation
  Committee Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executive:

  
	
   

  	
   

  	
  /s/ Wendy
  Simpson

  
	
   

  	
   

  	
  Wendy Simpson

  



 



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