EXHIBIT
10.1


EMPLOYMENT AGREEMENT


This Employment Agreement
(the “Agreement”), effective as of June 8, 2007, is by and between LTC Properties, Inc., a corporation
organized under the laws of the State of Maryland (“LTC” or the “Company”), and
T. Andrew Stokes (“Executive”).


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


1.             Appointment, Title and Duties. 
LTC hereby employs Executive to serve as its Vice President, Marketing
and Strategic Planning.  In such
capacity, Executive shall report to the Chief Executive Officer  of the Company, and shall have such duties,
powers and responsibilities as are customarily assigned to a Vice President,
Marketing and Strategic Planning 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 Chief Executive Officer may assign him, with
his consent, including serving with the consent or at the request of the Chief
Executive Officer as an officer or on the board of directors of affiliated
corporations.


2.             Term of Agreement.  The term of
this Agreement shall commence as of the date hereof and shall extend such that
at each and every moment of time hereafter the remaining term shall be one year.


3.             Acceptance of Position.  Executive
accepts the position of Vice President, Marketing and Strategic Planning of
LTC, and agrees that during the term of this Agreement he will faithfully
perform his duties and, except as expressly approved by the Board of Directors
of LTC, will devote substantially all of his business time to the business and
affairs of LTC, and 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, 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 his 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 One Hundred Sixty Thousand Dollars ($160,000)
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.



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(b)           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, and shall be eligible for bonuses in the discretion of the Board of
Directors.


(c)           Executive shall be entitled to reasonable
vacation time, not less than two (2) weeks per year.


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 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
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 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;


(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 reduction in benefits which is not part of an across-the-board
reduction in benefits of all executive personnel; (iii) a direction by the
Board of Directors that Executive report to any person or group other than the
Chief Executive Officer or 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, CA  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;



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(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 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 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; or


(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” 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.



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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 and Executive’s employment is terminated thereby or within a year after
a Change in Control, Employee voluntarily resigns with Good Reason, 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 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;


(b)           (i) Prior to December 9, 2007 and upon a
Change in Control of the Company and  if
Executive’s employment is terminated thereby, in lieu of the severance payment
described in Section 6(a) above, LTC shall pay Executive a lump sum severance
payment in cash equal to   his Base
Salary, and all stock options and/or restricted stock shall automatically vest
concurrently upon a Change in Control, notwithstanding any prior existing
vesting schedule or,


(ii) As of
December 9, 2007, and upon a Change of Control of the Company and if Executive’s
employment is terminated thereby, in lieu of the severance payment described in
Section 6(a) above, LTC shall pay Executive a lump sum severance payment in
cash equal to two times his Base Salary, and all stock options and/or
restricted stock shall automatically vest concurrently upon a Change of
Control, notwithstanding any prior existing vesting schedule.


(c)           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; 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;


(d)           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;


(e)           LTC shall make all payments pursuant to
the foregoing subsections (a) through (d) within seven (7) days following the
date of termination of Executive’s employment or consummation of a Change in
Control of the Company, as applicable;



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(f)            Notwithstanding the foregoing, LTC shall
have no liability under this Section 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 the lump sum 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;


7.             Indemnification.  LTC shall
indemnify Executive and hold him harmless from and against all claims, actions,
losses, damages, expense or liabilities (including expenses of defense and
settlement) (“Claim”) based upon or in any way arising from or connected with
his employment by LTC, to the maximum extent permitted by law.  To the extent permitted by law, LTC shall
advance to Executive any expenses necessary in connection with the defense of
any Claim which is brought if indemnification cannot be determined to be
available prior to the conclusion of, or the investigation of, such Claim.  The parties hereto agree that each
understands and has understood that notwithstanding the above-stated
provisions, nothing herein shall require LTC to hold harmless or indemnify
Executive with respect to any Claim which is brought or asserted against
Executive by LTC.  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 of such insurance it maintains.


8.             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.


9.             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/his address set forth below its/his signature hereto, or at such other
address as may be designated with postage prepaid, shall be deemed given when
received.


10.           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 are inserted for convenience of
reference only.


11.           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.


12.           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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13.           Entire Agreement.  This Agreement
constitutes the entire agreement and supersedes all other prior agreements and
undertakings, both written and oral, among Executive and the Company, with
respect to the subject matter hereof.


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


	
  

  	
   

  	
   

  	
   

  	
  LTC PROPERTIES, INC.,

  a Maryland corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
  31365 Oak Crest Drive,

  	
   

  	
   

  
	
   

  	
   

  	
  Suite 200

  	
   

  	
  /s/ Wendy L. Simpson

  
	
   

  	
   

  	
  Westlake Village, CA 91361

  	
   

  	
  Wendy L. Simpson

  
	
   

  	
   

  	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Timothy J. Triche

  
	
   

  	
   

  	
   

  	
   

  	
  Compensation Committee
  Representative

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  	
   

  	
  /s/ T. Andrew Stokes

  
	
   

  	
   

  	
   

  	
   

  	
  T. Andrew Stokes

  



 



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