EXHIBIT
10.1


AMENDED AND
RESTATED EMPLOYMENT AGREEMENT


This Employment Agreement
(the “Agreement”), effective as of May 22, 2006, is 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”).


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 President, Chief Operating Officer, Chief Financial
Officer and Treasurer.  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
President, Chief Operating Officer, Chief Financial Officer and Treasurer 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 her, with her 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 three years.


3.             Acceptance of Position.  Executive accepts the position of President,
Chief Operating Officer, Chief Financial Officer and Treasurer, 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 Three Hundred Fifty Thousand Dollars
($350,000) 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)           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 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;


(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 senior 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;



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(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; 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.



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(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, and in the event of a Change in
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 lump sum severance payment in cash equal to $3.0 million, and all stock
options and/or restricted stock shall automatically vest concurrently upon a
Change in 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 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) 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;


(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.


(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.



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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 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.             Tax Liability Loan.  Upon a Change in Control of the Company,
whether or not Executive’s employment is terminated as a result thereof, the
Company shall offer Executive an unsecured loan in the amount necessary to fund
Executive’s tax liability arising from the accelerated vesting of restricted
shares held by Executive, if any.  Such
loan shall be due, in full, in ten (10) years from the date made and shall bear
interest at the then-current Applicable Federal Rate (the minimum rate
necessary to avoid “unstated interest” under Section 7872 of the Code) with
interest payments to be paid to the Company annually.  Such loan shall be evidenced by a promissory
note signed by, and with full recourse to, Executive.


8.             Indemnification. 
LTC shall indemnify Executive and hold her 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 her 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.


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.



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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 are inserted for
convenience of reference only.


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.


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


Signed May 22, 2006


	
  

  	
  LTC PROPERTIES, INC., a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed May 22, 2006

  	
   

  	
  /s/ Andre
  Dimitriadis

  
	
   

  	
   

  	
  Andre C.
  Dimitriadis

  
	
   

  	
   

  	
  Chairman and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed May 30,
  2006

  	
  By:

  	
  /s/ Timothy J. Triche

  
	
   

  	
   

  	
  Compensation Committee Representative

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed June 2,
  2006

  	
   

  	
  /s/ Wendy Simpson

  
	
  Address:     5235
  Linwood Drive

  	
   

  	
  Wendy
  Simpson

  
	
  Los
  Feliz, CA  90027

  	
   

  	
   

  



 



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