EXHIBIT
10.3


SECOND AMENDMENT TO THE 2007
AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


This
Second Amendment to the 2007 Amended and Restated 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 ANDRE C.
DIMITRIADIS (“Executive”), and amends and restates the 2007 Amended
and Restated Employment Agreement dated February 6, 2007, by and between LTC
and Executive (the “Prior Employment Agreement”), as amended.


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”).  LTC hereby accepts the resignation of
Executive from his position of Chief Executive Officer and hereby employs
Executive to serve as its Executive Chairman of the Board, subject to the terms
hereof.  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 the Executive
Chairman of the Board of a publicly-held corporation.  In addition, Executive shall have such other
duties and responsibilities as the Board of Directors may reasonably assign
him, with his consent, including serving with the consent or at the request of
the Company 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 initial term of this Agreement shall be
for a four (4) year period, commencing on the Effective Date and ending
February 28, 2011.  Unless the employment
hereunder shall have been terminated in accordance with the provisions hereof,
the term of this Agreement shall be extended beyond February 28, 2011 such that
at each and every moment of time hereafter the remaining term shall not be less
than four (4) years.  For purposes of
this Agreement, a resignation by Executive which is for “Good Reason,” as
described in Section 5 below shall not constitute a termination of this
Agreement.


3.             Acceptance of
Position.  Executive accepts the
position of Executive Chairman of the Board of LTC, and agrees that during the
term of this Agreement he will faithfully perform his duties.  Executive will devote approximately two full
business days per week to the business and affairs of LTC.  During the term of his employment by LTC,
Executive will not engage, for his 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 without the consent of LTC,
provided that Executive will disclose such other board memberships to the LTC
board of directors.  Any compensation or
remuneration which Executive receives in consideration of his service on the
board of directors of other companies or for other non-competitive activities
outside of his service hereunder 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 Two
Hundred Forty Thousand Dollars ($240,000) per annum, 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 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 from time to time.


(c)           Health Insurance
Benefits.  LTC shall provide to
Executive and his two daughters 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 the execution of this Agreement, for so long as Executive is employed
hereunder and for the lifetime of the Executive, provided
that the Company may terminate such health insurance for Executive’s two
daughters at such time as they attain the 
age of twenty-two (22) years.  The
benefits described in the preceding sentence shall be referred to herein as
Executive’s “Health Insurance Benefits”.


(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).



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(iii)          Executive’s rights to the benefits set forth
in this Section 4(c) and the subsections of this Section 4(c) shall vest in
equal installments over 10 months (i.e., March 31, 2007 through December 31,
2007) and such vested Health Insurance Benefits shall survive any termination
or expiration of this Agreement and the termination of Executive’s employment,
regardless of whether such termination is by the Executive or by the Company
and regardless of whether such termination is for any or no reason or with or
without Good Reason or Cause.


(d)           Executive 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 the
discretion of the Board of Directors.


(e)           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.


(f)            The Company and
Executive are parties to Restricted Stock Agreements dated March 12, 1999 and
December 7, 2005 between the Company and Executive (the “RS Agreements).  As set forth in the RS Agreements, Executive
has previously been awarded certain restricted stock awards (the “Prior RSA’s”)
under the LTC Properties, Inc. 1998 Equity Participation Plan and the LTC
Properties, Inc. 2004 Restricted Stock Plan. 
As of the execution of this Agreement, an aggregate of fifty-four
thousand nine hundred sixty (54,960) shares of the Prior RSA’s  remain subject to certain restrictions, which
restrictions lapse, among other things, with the passage of time.  The RS Agreements are hereby deemed modified
and amended as of the Effective Date to provide that (i) no prior existing
schedule for the lapsing of such restrictions shall have any further force and
effect, and (ii) all restrictions applicable to such shares shall lapse on 5,496
shares each on the last day of each month beginning March 31, 2007 and ending
December 31, 2007.


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 of Executive Chairman of the Board of LTC 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 his 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 provided in 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 results 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 (except as permitted in Section 6(d) of this Agreement),
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 of more than fifty (50) miles from LTC’s offices located 31365
Oak Crest Drive, Suite 200, Westlake Village, CA  91361. 
Executive’s statement that a resignation was based upon one of the
events stated in this section shall be conclusive and binding for purposes of
this Agreement if the resignation occurs within twelve (12) months following
the event.


(d)           “Affiliate” means the
Company’s successors, any Person whose actions result in a Change in Control or
any corporation affiliated (or which, as a result of the completion of the
transactions causing a Change in Control shall become affiliated) with the
Company within the meaning of Section 1504 of the Code.


(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 otherwise in effect at any time subsequent
to the Effective Date.


(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 his 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 thirty percent (30%)
or more of the combined voting power of the Company’s then
outstanding securities; or


(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 sixty-six and
two-thirds percent (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 thirty percent (30%) or more of the combined voting power of the
Company’s then outstanding securities shall not constitute a Change in Control;
or



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(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.


(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” is given the
meaning as such term is used in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that unless this Agreement provides to
the contrary, the term shall not include the entity, any trustee or other
fiduciary holding securities under an employee benefit plan of the entity,
or any corporation owned, directly or indirectly, by the stockholders of the
entity in substantially the same proportions as their ownership of stock of the
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 in Control, whether or not Executive’s
employment is terminated thereby, Section 6(e) shall apply.


(a)           If Executive’s
employment by LTC is terminated by LTC at any time without Cause, or if
Executive terminates his employment for Good Reason, unless the termination is
due to a Change of Control and all required payments are made to Executive
thereunder, the Provisions of Section 6(e) shall remain in full force and
effect until the earlier of (i) a Change of Control and all required payments
to Executive thereunder, and (ii) four (4) years from the effective date of
termination.


(b)           If Executive
voluntarily terminates his employment without Good Reason, (i) LTC shall have
no obligation to pay Executive any salary other than accrued and unpaid salary
and accrued vacation pay; (ii) Executive will no longer be subject to any
Change of Control provision; and, (iii) Executive’s Health Insurance Benefits
as set forth in Section 4(c) of this Agreement shall survive such termination,
and the restrictions on Executive’s Prior RSA’s shall lapse as set forth in
Section 4(f) of this Agreement.



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(c)           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
Good Reason, or (iii) a Change in Control of the Company, then LTC shall pay
Executive a lump sum severance payment equal to four times his 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.


(d)           In the event the
Company nominates Executive to a proposed slate of Directors and recommends his
election, but Executive is not elected, the terms and provisions of this
Agreement shall remain in full force and effect; provided,
however, Executive’s position and title shall be changed to Senior
Advisor/Consultant to the Chief Executive Officer,  but there shall be no reduction in his
compensation or benefits.


(e)           Upon a Change in Control
of the Company, whether or not Executive’s employment is terminated thereby, (i)
LTC shall pay Executive a lump sum severance payment in cash equal to Five
Million Dollars ($5,000,000), (ii) all stock options shall automatically become
exercisable, Executive’s employment shall be terminated, and as provided in
Section 4(f) hereof, restrictions on all Prior RSA’s shall automatically lapse
concurrently upon such termination; provided, however,
Executive’s Health Care Benefits and the Health Insurance Buyout Right under
Section 4 shall remain in full force and effect and shall survive such
termination.


(f)            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 for a maximum period of eighteen (18) months at
Company expense to the extent the benefits thereunder are not duplicative of
Executive’s Health Insurance Benefits; provided, however,
in the event Executive’s employment by LTC terminates 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(f) are intended to specify Executive’s rights under COBRA and
are not intended to limit or reduce Executive’s Health Insurance Benefits.


(g)           In the event that
Executive’s employment terminates by reason of his death, all benefits provided
in this Section 6 shall be paid to his estate or as his 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 his death; provided, however, Executive’s Health Insurance Benefits as
they relate to his daughters shall remain in full force and effect until
Executive’s daughters attain the age of 22 years.



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


(i)            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 Health Insurance Benefits or the Health
Insurance Buyout Right, the one time severance payment described in Paragraph
6(e), above or any other rights, benefits or entitlements to which Executive
may be entitled as a result of such Change of Control.


(j)            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 an
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(j), 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 payments 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.


(ii)           All determinations
required to be made under this Section 6(j), 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(j)(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 within
fifteen (15) business days after the Company makes any Payments to
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(j), 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.



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(iii)          As a result of the
uncertainty in the application of Subsection 4999 of the Code at the time of
the initial determination hereunder, 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(j)(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 him
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. The provisions of this Section 8 shall survive
any termination or expiration of this Agreement.  LTS 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.


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 attorneys’ 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 address set forth below
its signature hereto, or at such other address as may be designated by such
party in a notice to the other party. 
Any notice, if mailed and properly addressed with postage prepaid, shall
be deemed given when received.


11.           Construction.  In construing this Agreement, above, 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
provision.  In construing this Agreement,
the singular shall include the plural, the masculine shall include the feminine
and neuter genders as appropriate, and no meaning or effect shall be given to
the captions of the sections in this Agreement, which are inserted for
convenience of reference only without limitation to the foregoing.  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 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.



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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.


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 has been executed on the date
set forth below, to be effective as of the date specified in the first
paragraph of this Agreement.


	
  

  	
   

  	
  LTC PROPERTIES, INC.,

  
	
   

  	
   

  	
  a Maryland Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Wendy Simpson

  	
   

  
	
   

  	
   

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
  31365 Oak Crest Drive,
  Suite 200

  	
   

  	
  By:

  	
  /s/ Timothy Triche

  	
   

  
	
  Westlake
  Village, CA 91361

  	
   

  	
  Chairman of
  Compensation

  
	
   

  	
   

  	
  Committee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Executive:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Andre Dimitriadis

  	
   

  
	
   

  	
   

  	
  Andre C. Dimitriadis

  



 



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