Exhibit 10.1


 


[FORM OF]

AMENDMENT


TO EMPLOYMENT AGREEMENT


 


THIS SECOND AMENDMENT
TO EMPLOYMENT AGREEMENT (the “Amendment”) is made January 9, 2017, among OHI Asset Management LLC (the “Company”),
Omega Healthcare Investors, Inc. (the “Parent”), and _____________ (the “Executive”).


 


INTRODUCTION


 


The Company, the Parent
and the Executive are parties to an employment agreement (the “Employment Agreement”) generally effective as
of ____________, 2015 and amended effective March 17, 2016. The parties now desire to further amend the Employment Agreement to
extend the term of the Employment Agreement by one year to December 31, 2019 (subject to earlier termination as provided in the
Employment Agreement), update the annual base salary payable to the Executive, and update the definition of “Competing Business.”


 


NOW, THEREFORE, in
consideration of the mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree that the Employment Agreement is amended, effective as of the date first
set forth above, as follows:


 


1.          By
substituting the following for the first sentence of Section 2(a):


 


“The
Company shall pay the Executive base salary of $_____,_____ per annum effective January 1, 2017, which base salary will be subject
to review effective as of January 1, 2018, and at least annually thereafter by the Compensation Committee of the Board of Directors
of the Parent (the “Compensation Committee”) for possible increases.”


 


2.          By
substituting in the first sentence of Section 2(b)(ii) the year “2017” for the year “2016”.


 


3.          By
substituting in the second sentence of Section 2(b)(iii), in Section 3(a), in Section 3(c)(ii) and in Section 5(f) the year “2019”
for the year “2018” wherever it appears.


 


4.          By
substituting the following for Section 9(f):


 


“(f)        ‘Competing
Business’ means the entities listed below and any person, firm, corporation, joint venture,
or other business that is engaged in the Business of the Company:


 


		(i)	Care Capital Properties, Inc.,



		(ii)	CareTrust REIT, Inc.,



		(iii)	Communities Healthcare Trust Incorporated,



		(iv)	Formation Capital, LLC,



 




     


     


    

 


		(v)	HCP, Inc.,



		(vi)	Healthcare Realty Trust Incorporated,



		(vii)	Healthcare Trust of America, Inc.,



		(viii)	LTC Properties, Inc.,



		(ix)	MedEquities Realty Trust, Inc.,



		(x)	Medical Properties Trust, Inc.,



		(xi)	National Health Investors, Inc.,



		(xii)	New Senior Investment Group Inc.,



		(xiii)	Northstar Realty Finance Corp.,



		(xiv)	Physicians Realty Trust,



		(xv)	Quality Care Properties, Inc.,



		(xvi)	Sabra Health Care REIT, Inc.,



		(xvii)	Senior Housing Properties Trust,



		(xviii)	Ventas, Inc., and



		(xix)	Welltower Inc.”



 


In all remaining respects,
the terms of the Employment Agreement shall remain in full force and effect as prior to this Amendment.


 


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IN WITNESS WHEREOF,
the Company, the Parent and the Executive have each executed and delivered this Second Amendment to Employment Agreement as of
the date first shown above.


 


	 	THE COMPANY:
	 	 
	 	OHI ASSET MANAGEMENT LLC
	 	 
	 	By:	             
	 	 
	 	THE PARENT 
	 	 
	 	OMEGA HEALTHCARE INVESTORS, INC.
	 	 
	 	By:	 
	 	 
	 	THE EXECUTIVE:
	 	 
	 	 


 




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