**EXHIBIT10.16**

**FIRST AMENDMENT TO THE 2007AMENDED AND RESTATEDEMPLOYMENT AGREEMENT**

ThisFirst Amendment to the 2007 Amended and Restated Employment Agreement (the “Agreement”)is made as of February 21, 2007, effective as of March 1, 2007, by and between **LTC PROPERTIES, INC.**, a corporation organized under the lawsof the State of Maryland (“LTC” or the “Company”), and **ANDRE C.DIMITRIADIS** (“Executive”), and amends and restates the 2007 Amendedand Restated Employment Agreement dated February 6, 2007, by and between LTCand Executive (the “Prior Employment Agreement”), as amended.

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

# 1.             EffectiveDate, Appointment, Title and Duties. The effective date of this Agreement is March 1, 2007 (“Effective Date”).  LTC hereby accepts the resignation ofExecutive from his position of Chief Executive Officer and hereby employsExecutive to serve as its Executive Chairman of the Board, subject to the termshereof.  In such capacity, Executiveshall report to the Board of Directors of the Company, and shall have suchduties, powers and responsibilities as are customarily assigned to the ExecutiveChairman of the Board of a publicly-held corporation.  In addition, Executive shall have such otherduties and responsibilities as the Board of Directors may reasonably assignhim, with his consent, including serving with the consent or at the request ofthe Company on the board of directors of affiliated corporations, provided thatsuch duties are commensurate with and customary for a senior executive officerbearing Executive’s experience, qualifications, title and position.

# 2.             Termof Agreement.  The initial term ofthis Agreement shall be for a four (4) year period, commencing on the EffectiveDate and ending February 28, 2011. Unless the employment hereunder shall have been terminated in accordancewith the provisions hereof, the term of this Agreement shall be extended beyondFebruary 28, 2011 such that at each and every moment of time hereafter theremaining term shall not be less than four (4) years.  For purposes of this Agreement, a resignationby Executive which is for “Good Reason,” as described in Section 5 below shallnot constitute a termination of this Agreement.

# 3.             Acceptanceof Position.  Executive accepts theposition of Executive Chairman of the Board of LTC, and agrees that during theterm of this Agreement he will faithfully perform his duties.  Executive will devote approximately two fullbusiness 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 otherperson or entity, in a business which competes with LTC.  It is acknowledged and agreed that Executivemay serve as an officer and/or director of companies in which LTC owns votingor non-voting stock.  In addition, it isacknowledged and agreed that Executive may, from time to time, serve as amember of the board of directors of other companies without the consent of LTC,provided that Executive will disclose such other board memberships to the LTCboard of directors.  Any compensation orremuneration which Executive receives in consideration of his service on theboard of directors of other companies or for other non-competitive activitiesoutside of his

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# service hereunder shall be the sole and exclusiveproperty of Executive, and LTC shall have no right or entitlement at any timeto any such compensation or remuneration.

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

###### (a)           LTC shall pay to Executive a basesalary at an annual rate of not less than Two Hundred Forty Thousand Dollars($240,000) per annum, paid in approximately equal installments at intervalsbased on any reasonable Company policy. LTC agrees from time to time to consider increases in such base salaryin the discretion of the Board of Directors. Any increase, once granted, shall automatically amend this Agreement toprovide that thereafter Executive’s base salary shall not be less than theannual amount to which base salary has been increased.

(b)           During the term hereof, Executiveshall participate in all health, retirement, Company-paid insurance, sickleave, disability, expense reimbursement and other benefit programs which LTCmakes available to any of its senior executives from time to time.

(c)           Health Insurance Benefits.  LTC shall provide to Executive and his twodaughters LTC health insurance benefits, of a type and nature no less favorableto Executive than the health insurance benefits made available by LTC toExecutive and to LTC’s other senior executives at the time of the execution ofthis Agreement, for so long as Executive is employed hereunder and for thelifetime of the Executive, *provided* thatthe Company may terminate such health insurance for Executive’s two daughtersat such time as they attain the  age oftwenty-two (22) years.  The benefitsdescribed in the preceding sentence shall be referred to herein as Executive’s “HealthInsurance Benefits”.

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

(ii)         In order to effect aHealth Insurance Buyout,  LTC shall giveno less than sixty (60) days’ prior written notice to Executive that LTC haselected to terminate Executive’s Health Insurance Benefits.  Such notice shall not be effective nor shallit relieve LTC of its obligations under this Section 4(c) unless it isaccompanied by payment in full of the aforesaid Two Hundred Fifty ThousandDollars ($250,000).

(iii)          Executive’s rightsto the benefits set forth in this Section 4(c) and the subsections of thisSection 4(c) shall survive any termination or expiration of this Agreement andthe termination of Executive’s employment, regardless of whether such terminationis by the Executive or by the Company and regardless of whether suchtermination is for any or no reason or with or without Good Reason or Cause.

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(d)           Executive shall be eligible toparticipate in any LTC incentive stock option or bonus plan offered by LTC toits senior Executives, subject to the terms thereof and the discretion of theBoard of Directors.

(e)           Executive shall be entitled toreasonable vacation time, not less than four (4) weeks per year, *provided* that not more than two (2) weeks of such vacationtime may be taken consecutively without prior notice to and non-objection bythe Compensation Committee of the Board of Directors or, if there is noCompensation Committee, the Board of Directors.

(f)            The Company and Executive areparties 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, Executivehas previously been awarded certain restricted stock awards (the “Prior RSA’s”)under the LTC Properties, Inc. Amended and Restated 1992 Stock Option Plan, asamended on December 2, 1995 and the LTC Properties, Inc. 2004 Restricted StockPlan.  As of the execution of thisAgreement, an aggregate of fifty-four thousand nine hundred sixty (54,960)shares of the Prior RSA’s  remain subjectto certain restrictions, which restrictions lapse, among other things, with thepassage of time.  The RS Agreements arehereby 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 anyfurther force and effect, and (ii) all restrictions applicable to such sharesshall lapse on 5,496 shares each on the last day of each month beginning March31, 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 writtenopinion of a licensed physician selected by the Board of Directors in goodfaith, has rendered Executive unable to perform the duties of ExecutiveChairman of the Board of LTC for a period of sixty (60) days or more and, inthe written opinion of such physician, the condition will continue for anindefinite period of time, rendering Executive unable to return to his duties.

###### (b)           A termination of Executive’semployment 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 ofthis Agreement, breach of Executive’s agreement not to engage in business foranother enterprise of the type engaged in by the Company; or (iii) the engagingin unethical or illegal behavior which is of a public nature, brings LTC intodisrepute, and results in material damage to the Company.  The Company shall have the right to suspendExecutive, with pay, for a reasonable period to investigate allegations ofconduct which, if proven, would establish a right to terminate this Agreementfor Cause, or to permit a felony charge to be tried.  Immediately upon the conclusion of suchtemporary period, unless Cause to terminate this Agreement has beenestablished, Executive shall be restored to all duties and responsibilities asif such suspension had never occurred.

###### (c)           A resignation by Executive shall notbe deemed to be voluntary and shall be deemed to be a resignation with “GoodReason” if it is based upon (i) a diminution in Executive’s title (except aspermitted in Section 6(d) of this Agreement), duties, or salary; (ii) a

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###### materialreduction in benefits; (iii) a direction by the Board of Directors thatExecutive 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 morethan fifty (50) miles from LTC’s offices located 31365 Oak Crest Drive, Suite200, Westlake Village, CA  91361.  Executive’s statement that a resignation wasbased upon one of the events stated in this section shall be conclusive andbinding for purposes of this Agreement if the resignation occurs within twelve(12) months following the event.

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

###### (e)           “Base Salary” means, as of any dateof termination of employment, the highest base salary of Executive in the thencurrent fiscal year or otherwise in effect at any time subsequent to theEffective Date.

###### (f)            “Beneficial Owner” shall have themeaning 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 ofPersons (other than Executive and his Related Persons, the Company or a Personthat directly or indirectly controls, is controlled by, or is under common controlwith, the Company) is or becomes the Beneficial Owner, directly orindirectly, of securities of the Company representing thirty percent (30%)or more of the combined voting power of the Company’s thenoutstanding securities; or

(ii)           the stockholders of the Companyapprove a merger or consolidation of the Company with any othercorporation (or other entity), other than a merger or consolidation which wouldresult in the voting securities of the Company outstanding immediately priorthereto continuing to represent (either by remaining outstanding or by beingconverted into voting securities of the surviving entity) more than sixty-sixand two-thirds percent (66-2/3%) ofthe combined voting power of the voting securities of the Company or suchsurviving entity outstanding immediately after such merger or consolidation; *provided, however,* that a merger or consolidation effectedto implement a recapitalization of the Company (or similar transaction) inwhich no Person acquires thirty percent (30%) or more of the combined votingpower of the Company’s then outstanding securities shall not constitute aChange in Control; or

(iii)          the stockholders of the Companyapprove a plan of complete liquidation of the Company or an agreement for thesale or disposition by the Company of all or substantially all of the Company’sassets; or

(iv)          a majority of the members of the Boardof Directors of the Company cease to be Continuing Directors.

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

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###### (i)            “Continuing Directors” means, as ofany 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 Agreementor (ii) was nominated for election or elected to such Board of Directorswith the approval of a majority of the Continuing Directors who were members ofsuch Board of Directors at the time of such nomination or election.

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

###### (k)           “Person” is given the meaning as suchterm is used in Sections 13(d) and 14(d) of the Exchange Act; *provided, however,* that unless this Agreement provides tothe contrary, the term shall not include the entity, any trustee or otherfiduciary holding securities under an employee benefit plan of the entity,or any corporation owned, directly or indirectly, by the stockholders of theentity in substantially the same proportions as their ownership of stock of theentity.

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

# 6.             CertainBenefits Upon Termination.  Executive’semployment shall be terminated upon the earlier of (i) the voluntaryresignation of Executive with or without Good Reason; (ii) Executive’s death orpermanent disability, or (iii) upon the termination of Executive’s employmentby LTC for any reason at any time.  Inthe event of such termination, the below provisions of this Section 6 shallapply, and, in the event of a Change in Control, whether or not Executive’semployment is terminated thereby, Section 6(e) shall apply.

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

###### (b)           If Executive voluntarily terminateshis employment without Good Reason, (i) LTC shall have no obligation to payExecutive any salary other than accrued and unpaid salary and accrued vacationpay; (ii) Executive will no longer be subject to any Change of Controlprovision; and, (iii) Executive’s Health Insurance Benefits as set forth in Section4(c) of this Agreement shall survive such termination, and the restrictions onExecutive’s Prior RSA’s shall lapse as set forth in Section 4(f) of thisAgreement.

###### (c)           If Executive’s employment by LTCterminates for any reason other than as a result of (i) a termination forCause, 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 lumpsum 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

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###### extent theCompany has available “key man” life, disability or similar insurance relatingto the death or disability of Executive.

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

(e)           Upon a Change in Control of theCompany, whether or not Executive’s employment is terminated thereby, (i) LTCshall pay Executive a lump sum severance payment in cash equal to Five MillionDollars ($5,000,000), (ii) all stock options shall automatically becomeexercisable, Executive’s employment shall be terminated, and as provided inSection 4(f) hereof, restrictions on all Prior RSA’s shall automatically lapseconcurrently upon such termination; *provided, however*,Executive’s Health Care Benefits and the Health Insurance Buyout Right underSection 4 shall remain in full force and effect and shall survive such termination.

(f)            COBRA.  If Executive’s employment by LTC terminatesfor any reason, except for LTC’s termination of Executive’s employment forCause or a voluntary resignation by Executive without a Good Reason, LTC shalloffer to Executive the opportunity to participate in all Company-providedmedical and dental plans to the extent Executive elects and remains eligiblefor coverage under COBRA for a maximum period of eighteen (18) months atCompany expense to the extent the benefits thereunder are not duplicative ofExecutive’s Health Insurance Benefits; *provided, however,*in the event Executive’s employment by LTC terminates upon a Change in Controlof the Company, then Executive shall not be given the opportunity toparticipate in any of such medical and dental plans except to the extentrequired by law and except as required in accordance with Executive’s HealthInsurance Benefits.  The provisions ofthis Section 6(f) are intended to specify Executive’s rights under COBRA andare not intended to limit or reduce Executive’s Health Insurance Benefits.

(g)           In the event that Executive’semployment terminates by reason of his death, all benefits provided in thisSection 6 shall be paid to his estate or as his executor shall direct, butpayment may be deferred until Executive’s executor or personal representativehas been appointed and qualified pursuant to the laws in effect in Executive’sjurisdiction of residence at the time of his death; *provided,however*, Executive’s Health Insurance Benefits as they relate to hisdaughters shall remain in full force and effect until Executive’s daughtersattain the age of 22 years.

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

(i)            LTC shall have no liability underthis Section 6 if Executive’s employment pursuant to this Agreement isterminated by LTC for Cause or by Executive without a Good Reason; *provided, however*, that if Executive’s employment pursuantto this Agreement is terminated by LTC for Cause or by Executive without a GoodReason at any time after a

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Changeof Control which did not result in Executive’s employment being terminated,such post-Change of Control termination by LTC for Cause or by Executivewithout a Good Reason shall not affect in any way Executive’s Health InsuranceBenefits or the Health Insurance Buyout Right, the one time severance paymentdescribed in Paragraph 6(e), above or any other rights, benefits orentitlements to which Executive may be entitled as a result of such Change ofControl.

(j)            Gross-Up.

(i)            If it shall be determined that anypayment, distribution or benefit received or to be received by Executive fromthe Company (whether payable pursuant to the terms of this Agreement or anyother plan, arrangements or agreement with the Company or an Affiliate (asdefined above) (“Payments”) would be subject to the excise tax imposed bySection 4999 of the Code (the “Excise Tax”), then Executive shall be entitledto receive an additional payment (the “Excise Tax Gross-Up Payment) in anamount such that the net amount retained by Executive, after the calculationand deduction of any Excise Tax on the Payments and any federal, state andlocal income taxes and excise tax on the Excise Tax Gross-Up Payment providedfor in this Section 6(j), shall be equal to the Payments.  In determining this amount, the amount of theExcise Tax Gross-Up Payment attributable to federal income taxes shall bereduced by the maximum reduction in federal income taxes that could be obtainedby the deduction of the portion of the Excise Tax Gross-Up Payment attributableto state and local income taxes.  Finally,the Excise Tax Gross-Up Payment shall be reduced by income or excise taxwithholding payments made by the Company or any affiliate of either to anyfederal, state or local taxing authority with respect to the Excise TaxGross-Up Payment that was not deducted from compensation payable to Executive.

(ii)           All determinations required to bemade under this Section 6(j), including whether and when an Excise Tax Gross-UpPayment is required and the amount of such Excise Tax Gross-Up Payment and theassumptions to be utilized in arriving at such determination, except asspecified in Section 6(j)(i) above, shall be made by the Company’s independentauditors (the “Accounting Firm”), which shall provide detailed supportingcalculations both to the Company and Executive within fifteen (15) businessdays after the Company makes any Payments to Executive.  Such determination of tax liability made bythe 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 bythe Accounting Firm, then the Accounting Firm and Executive’s tax advisor shalljointly designate a nationally recognized public accounting firm, which shallmake such determination.  All reasonablefees and expenses of the accountants and tax advisors retained by eitherExecutive or the Company shall be borne by the Company.  Any Excise Tax Gross-Up Payment, asdetermined pursuant to this Section 6(j), shall be paid by the Company toExecutive within five days after the receipt of such determination.  Any determination by a jointly designatedpublic accounting firm shall be binding upon the Company and Executive.

(iii)          As a result of the uncertainty in theapplication of Subsection 4999 of the Code at the time of the initialdetermination hereunder, it is possible that Excise Tax Gross-Up Payments willnot have been made by the Company that should have been made consistent withthe calculations required to be made hereunder (“Underpayment”).  In the event

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that Executive thereafteris required to make a payment of any Excise Tax, any such Underpaymentcalculated in accordance with and in the same manner as the Excise Tax Gross-UpPayment in Section 6(j)(i) above shall be promptly paid by the Company to orfor the benefit of Executive.  In theevent that the Excise Tax Gross-Up Payment exceeds the amountsubsequently determined to be due, such excess shall constitute a loan from theCompany (together with interest at the rate provided in Section 1274(b)(2)(B)of the Code).

# 7.             [IntentionallyOmitted.]

# 8.             Indemnification.  LTC shall indemnify Executive and hold himharmless from and against all claims, losses, damages, expense or liabilities(including expenses of defense and settlement) based upon or in any way arisingfrom or connected with his employment by LTC, to the maximum extent permittedby law.  To the fullest extent permittedby law, LTC shall advance to Executive all expenses necessary in connectionwith the defense of any action or claim which is brought if indemnificationcannot be determined to be available prior to the conclusion of such action orthe investigation of such claim. The provisions of this Section 8 shall surviveany termination or expiration of this Agreement.  LTS shall investigate in good faith the availabilityand cost of directors’ and officers’ insurance and shall include Executive asan insured in any directors’ and officers’ insurance policy it maintains.

# 9.             AttorneyFees.  In the event that any actionor 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 providedto either party hereto under this Agreement shall be in writing and deliveredby certified or registered mail to such party at its address set forth belowits signature hereto, or at such other address as may be designated by suchparty in a notice to the other party. Any notice, if mailed and properly addressed with postage prepaid, shallbe deemed given when received.

# 11.           Construction.  In construing this Agreement, above, if anyportion of this Agreement shall be found to be invalid or unenforceable, theremaining terms and provisions of this Agreement shall be given effect to themaximum extent permitted without considering the void, invalid or unenforceableprovision.  In construing this Agreement,the singular shall include the plural, the masculine shall include the feminineand neuter genders as appropriate, and no meaning or effect shall be given tothe captions of the sections in this Agreement, which are inserted forconvenience of reference only without limitation to the foregoing.  Without limitation to the foregoing, nothingin this Agreement is intended to violate the Sarbanes-Oxley Act of 2002, and tothe extent that any provision of this Agreement would constitute such aviolation, 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 beinvalid or unenforceable, the remaining terms and provisions shall be giveneffect to the maximum extent permitted without considering the void, invalid orunenforceable provision.

Notwithstandingany other provision of the Agreement, to the extent that (i) any amount paidpursuant to the Agreement is treated as nonqualified deferred compensationpursuant to Section 409A of the Internal Revenue Code of 1986 (the “Code”) and(ii) the

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Executive is a “specified employee” pursuantto Section 409A(2)(B) of the Code, then such payments shall be made on the datewhich is six (6) months after the date of the Executive’s separation fromservice.  In connectionwith the payment of any obligation that is delayed pursuant to this Rider, theCompany shall establish an irrevocable trust to hold funds to be used forpayment of such obligations.  Upon thedate that such amount would otherwise be payable, the Company shall depositinto such irrevocable trust an amount equal to the obligation.  However, notwithstanding the establishment ofthe irrevocable trust, the Company’s obligations under the Agreement upon theExecutive’s termination of employment shall constitute a general, unsecuredobligation of the Company and any amount payable to the Executive shall be paidsolely out of the Company’s general assets, and the Executive shall have noright to any specific assets of the Company. The funds, if any, contained or contributed to the irrevocable trustshall remain available for the claims of the Company’s general creditors.

# 12.           Headings.  The section headings hereof have beeninserted for convenience of reference only and shall not be construed to affectthe meaning, construction or effect of this Agreement.

# 13.           GoverningLaw.  The provisions of thisAgreement shall be construed and interpreted in accordance with the internallaws of the State of California as at the time in effect.

# 14.           EntireAgreement.  This Agreementconstitutes the entire agreement and supersedes all other prior agreements(including the Prior Employment Agreement) and undertakings, both written andoral, among Executive and the Company, with respect to the subject matterhereof.

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# **IN WITNESS WHEREOF**, thisAgreement has been executed on the date set forth below, to be effective as ofthe date specified in the first paragraph of this Agreement.

 
|                                   | LTC PROPERTIES, INC.,  |
|-----------------------------------|------------------------|
|                              | a Maryland Corporation |
|                              |                   |
|                              |                   |
|                              | By:                    |     /s/ Wendy Simpson |   |
|                              |                   |     Chief Executive Officer |
|                              |                   |
|                              |                   |
| Address:                          | By:                    |     /s/ Timothy Triche |   |
| 31365 Oak Crest  Drive, Suite 200 |                   |     Chairman of Compensation |
| Westlake Village,  CA  91361 |                   |     Committee |
|                              |                   |
|                              |                   |
|                              | Executive:             |
|                              |                   |
|                              |                   |
|                              |                   |     /s/ Andre Dimitriadis |   |
|                              | Andre C. Dimitriadis   |

 

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