Exhibit 10.1


 


INDEMNIFICATION AGREEMENT


 


This AGREEMENT is made and
entered into as of July 30, 2009, between LTC
Properties, Inc., a corporation organized and existing under
the laws of the State of Maryland, (the “Corporation”), and «Indemnitee» (“Indemnitee”).


 


WHEREAS, it is essential to
the Corporation to retain and attract as officers and directors of the
Corporation the most capable persons available; and


 


WHEREAS, the Corporation has
requested that Indemnitee become or remain an officer and/or director of the Corporation; and


 


WHEREAS,
both the Corporation and Indemnitee recognize the increased risk of litigation
and other claims being asserted against officers and directors of companies in
today’s environment; and


 


WHEREAS,
the Corporation’s Amended and Restated Articles of Incorporation (the “Articles”)  provide that the Corporation will indemnify
its officers and directors to the fullest extent permitted by law and will
advance expenses in connection therewith, and Indemnitee’s willingness to serve
as an officer and/or director of the Corporation is based in part on
Indemnitee’s reliance on such provisions; and


 


WHEREAS, in recognition of
Indemnitee’s need for substantial protection against personal liability in
order to enhance Indemnitee’s service to the Corporation in an effective
manner, and Indemnitee’s reliance on the aforesaid provisions of the Articles,
and in part to provide Indemnitee with specific contractual assurance that the
protection promised by such provisions will be available to Indemnitee
regardless of, among other things, any amendment to or revocation of such
provisions or any change in the composition of the Corporation’s Board of
Directors or any acquisition or business combination transaction relating to
the Corporation, the Corporation wishes to provide in this Agreement for the
indemnification and advancement of expenses to Indemnitee as set forth in this
Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein set forth, the parties hereto
hereby agree as follows:


 


1.                                      Indemnity.


 


(a) To the fullest
extent permitted by law (and regardless of any future provision of the Articles
or any By-Law to the contrary), the Corporation shall indemnify Indemnitee in
the event Indemnitee is made, or threatened to be made, a party or a witness,
or is otherwise a participant in or to, an action, investigation or proceeding,
whether civil, administrative or criminal (including but not limited to an
action, investigation or proceeding by or in the right of the Corporation or by
or in the right of any other corporation or business entity of any type or
kind, domestic or foreign, which any officer
and/or director of the Corporation served in any capacity at the request
of the Corporation), by reason of the fact that Indemnitee is or was an officer and/or director of the
Corporation (or served any other corporation or business entity of any type or
kind, domestic or foreign, in any capacity at the request of the
Corporation).   The foregoing
indemnification shall be from and against all judgments, fines, penalties,
amounts paid in settlement and reasonable expenses, including attorneys’ fees,
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in
connection with such action, suit, investigation or proceeding, or any appeal
therein.  The Corporation shall pay, in
advance of final disposition of any such action, suit, investigation or
proceeding, expenses (including attorneys’ fees) incurred 


 

















 


by Indemnitee in defending
or otherwise responding to such action or proceeding upon receipt of (1) a
written affirmation by the Indemnitee of the Indemnitee’s good faith belief
that Indemnitee has met the standard of conduct necessary for indemnification
by the Corporation, and (2)  a written undertaking by or on behalf of
Indemnitee to repay the amounts advanced if it is determined in a final order
issued by a court of competent jurisdiction from which no appeal may be taken
that the Indemnitee did not meet the required standard of conduct. The
aforesaid written affirmation and undertaking shall be consistent with
provisions of applicable law, including but not limited to the Maryland Code
Annotated, Corporations and Associations, Section 2-418(f)  as
amended.   For purposes of this
Agreement, references to “serving at the request of the Corporation” shall
include any service as an officer
and/or director of the Corporation which imposes duties on, or involves
services by, such an officer and/or director
with respect to an employee benefit plan or its participants or beneficiaries,
including but not limited to service as a trustee or administrator of any such
benefit plan.


 


(b) Notwithstanding
anything to the contrary in Section 1(a), the Corporation shall indemnify
Indemnitee in any action, suit or proceeding initiated by Indemnitee only if
Indemnitee acted with the authorization of the Corporation in initiating that
action, suit investigation or proceeding; provided,
however, that any action or proceeding brought under Section 9
shall not be subject to this Section 1(b), and it is expressly agreed that
the Corporation shall bear any and all fees and expenses incurred by Indemnitee
in seeking to enforce this agreement.


 


(c) Indemnitee shall be
presumed to be entitled to indemnification for matters covered in this
Agreement. The burden of proof of establishing that Indemnitee is not entitled
to indemnification shall be on the Corporation.


 


(d) Neither the
Corporation nor Indemnitee shall unreasonably withhold their consent to any
proposed settlement of an indemnified claim, provided, however, that no party
shall be required to admit liability in connection with any proposed settlement
and Indemnitee shall not be required to bear any cost or expense in connection
with any proposed settlement of an indemnifiable claim.


 


2.  Partial
Indemnity; Successful Defense.


 


(a) If Indemnitee is
entitled under any provisions of this Agreement to indemnification by the
Corporation for some or a portion of the expenses, judgments, fines, taxes,
penalties and amounts paid in settlement but not for the total amount thereof,
the Corporation shall indemnify Indemnitee for the portion thereof to which
Indemnitee is entitled.


 


(b) To the extent that
Indemnitee has been successful on the merits or otherwise in defense or
settlement of any action, suit, investigation or proceeding or in defense of
any issue or matter therein, including, without limitation, dismissal without
prejudice, Indemnitee shall be indemnified against any and all expenses
(including but not limited to attorneys’ fees), judgments, fines, taxes,
penalties and amounts paid in settlement with respect to such action, suit or
proceeding. Moreover, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any or all claims relating in whole or in
part to an indemnifiable event or in defense of any issue or matter therein,
including, without limitation, dismissal without prejudice, Indemnitee shall be
indemnified against all costs, charges and expenses, including, without
limitation, attorneys’ fees and other fees and expenses, incurred in connection
therewith without further action or determination.


 


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(c) For purposes of
this Agreement, the termination of any action, suit, investigation or
proceeding, by judgment, order, settlement (whether with or without court
approval), shall not create a presumption that Indemnitee did not meet any
particular standard of conduct or have any particular belief or that a court
has determined that indemnification is not permitted by applicable law or this
Agreement.


 


3.  Notice by Indemnitee.


 


Indemnitee shall notify the
Corporation in writing of any matter with respect to which Indemnitee intends
to seek indemnification hereunder as soon as reasonably practicable following
the receipt by Indemnitee of written threat thereof; provided, however, that failure to so notify the Corporation
shall not constitute a waiver by Indemnitee of his rights hereunder.


 


4.  Advancement of Expenses.


 


In the event of any action,
suit, investigation or proceeding against Indemnitee which may give rise to a
right of indemnification from the Corporation pursuant to this Agreement,
following written request to the Corporation by Indemnitee, the Corporation
shall advance to Indemnitee (or, at the request of the Indemnitee, to such
parties as are conducting the defense of any indemnified claim) amounts to
cover expenses incurred by Indemnitee in defending or otherwise responding to
or participating in any such action, suit, investigation or proceeding in advance
of the final disposition thereof upon receipt of (a) an Undertaking by or
on behalf of Indemnitee substantially in the form annexed hereto as Exhibit A
to repay the amount advanced in the event it shall ultimately be determined by
a court of competent jurisdiction from which no appeal can be taken that
Indemnitee is not entitled to be indemnified by the Corporation (the “Undertaking”),
and (b) reasonably satisfactory evidence as to the amount of such
expenses. Indemnitee’s Undertaking together with a copy of an expense statement
billed to Indemnitee or paid or to be paid by Indemnitee shall constitute
satisfactory evidence as to the amount of expenses to be advanced by the
Corporation.  Following receipt of an Undertaking,
the Corporation shall, within 30 calendar days after receiving expense
statements, make payment of the expenses stated therein.  No security shall be required in connection
with any Undertaking and any Undertaking shall be accepted without reference to
the Indemnitee’s ability to make repayment.


 


5.  Non-Exclusivity of Right of Indemnification.


 


(a) The indemnification
rights granted to Indemnitee under this Agreement shall not be deemed exclusive
of, or in limitation of, any other rights that are more beneficial to
Indemnitee to which Indemnitee may be entitled under Maryland law, the
Corporation’s articles of incorporation or by-laws, any other agreement, any
vote of shareholders or directors or otherwise. To the extent any applicable
law, the Corporation’s articles of incorporation or by-laws, as in effect on
the date hereof or at any time in the future, permit greater or less limited or
less conditional indemnification or advance payment of expenses than is
provided for in this Agreement, Indemnitee shall enjoy such greater or less
limited or less conditional benefits so afforded, and this Agreement shall be
deemed amended without any further action by the 


 


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Corporation or Indemnitee to
grant such greater benefits.  It is the
intention of the parties that nothing in this Agreement shall limit or abridge
the indemnification rights of Indemnitee as set forth in the Articles, in any
by-laws, in any directors’ and officers’ liability insurance coverage, or
otherwise. Accordingly, in the event there is a conflict between any provision
in this Agreement and any provision of the Articles or any by-law provision now
in effect or which may be in effect in the future, the controlling provision
shall be that provision which would be more favorable to Indemnitee and would
result in broader and more expansive indemnification rights in favor of
Indemnitee.


 


(b) Indemnitee shall be
entitled, in the sole discretion of Indemnitee, to elect to have Indemnitee’s
rights hereunder interpreted on the basis of applicable law in effect (i) at
the time of execution of this Agreement, or (ii) at the time of the
occurrence of the indemnifiable event giving rise to a claim, or (iii) at
the time indemnification is sought.


 


6.  Contribution.


 


If the indemnification provided
for in this Agreement is unavailable to Indemnitee for any reason whatsoever,
the Corporation, in lieu of indemnifying Indemnitee, shall contribute to the
amount incurred by Indemnitee, whether for expenses, judgments, fines, taxes,
penalties and amounts paid in settlement in connection with any action, suit,
investigation or proceeding, in such proportion as is fair and reasonable in
light of all of the circumstances of such action by board action, arbitration
or by the court before which such action was brought in order to reflect (a) the
relative benefits received by the Corporation and Indemnitee as a result of the
event(s) and/or transaction(s) giving cause to such action; and/or (b) the
relative fault of the Corporation (and its other directors, officers, employees
and agents) and Indemnitee in connection with such event(s) and/or
transaction(s). Indemnitee’s right to contribution under this Section 6
shall be determined in accordance with, pursuant to and in the same manner as,
the provisions in Sections 1 and 2 relating to Indemnitee’s right to
indemnification under this Agreement.


 


7. Liability Insurance.


 


(a)  To the extent the
Corporation maintains at any time an insurance policy or policies providing
directors’ and officers’ liability insurance, Indemnitee shall be covered by
such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any other an officer and/or director of the Corporation under such insurance
policy.


 


(b) The purchase and
maintenance of such insurance shall not in any way limit or affect the rights
and obligations of the parties hereto, and the execution and delivery of this
Agreement shall not in any way be construed to limit or affect the rights and
obligations of the Corporation and/or of the other parties under any such
insurance policy.


 


(c)  The provisions of
this Section 7 shall neither (i) restrict the Corporation’s right to
purchase any type of Officers’ and/or Directors’
liability coverage (or any other insurance coverage that is reserved to or
benefits solely or primarily independent or non-executive directors), nor (ii) afford
any officer or non-executive director who is not insured under any such
insurance policy a claim against the Corporation, the Indemnitee, or any other
entity arising from the purchase or existence of such insurance coverage.


 


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8. Termination of Agreement and Survival of Right of
Indemnification.


 


The Corporation will require
any successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or
assets of the Corporation, by agreement in form and substance reasonably
satisfactory to the then-current Board of Directors of the Corporation,
expressly to assume and agree to perform this Agreement in the same manner and
to the same extent the Corporation would be required to perform if no such
succession had taken place.  This
Agreement will be binding upon and inure to the benefit of the Corporation and
any successor to the Corporation, including, without limitation, any person
acquiring directly or indirectly all or substantially all of the business or
assets of the Corporation whether by purchase, merger, consolidation,
reorganization or otherwise (and such successor will thereafter be deemed the “Corporation”
for purposes of this Agreement), but this Agreement will not otherwise be
assignable, transferable or delegable by the Corporation.  The rights granted to Indemnitee hereunder
shall continue and survive any termination of this Agreement and any
termination of Indemnitee’s service as an
officer and/or director of the Corporation and shall inure to the
benefit of Indemnitee, Indemnitee’s personal representatives, heirs, executors,
administrators and beneficiaries.


 


9.  Resolution of All Disputes Concerning Entitlement.


 


(a) It is intent of the Corporation that the
Indemnitee not be required to incur the expenses associated with the
enforcement of Indemnitee’s rights under this Agreement by litigation or other
legal action because the cost and expense thereof would substantially detract
from the benefits intended to be extended to the Indemnitee hereunder.  Accordingly, if it should appear to the
Indemnitee that the Corporation has failed to comply with any of its
obligations under this Agreement or in the event that the Corporation or any
other person takes any action to declare this Agreement void or unenforceable,
or institutes any action, suit, investigation or proceeding designed (or having
the effect of being designed) to deny, or to recover from, the Indemnitee the
benefits intended to be provided to the Indemnitee hereunder, the Corporation
irrevocably authorizes the Indemnitee from time to time to retain counsel of
Indemnitee’s choice, at the expense of the Corporation as hereinafter provided,
to represent the Indemnitee in connection with the initiation or defense of any
litigation or other legal action, whether by or against the Corporation or any
director, officer, stockholder or other person affiliated with the Corporation,
in any jurisdiction.  Regardless of the
outcome thereof, the Corporation shall pay and be solely responsible for any
and all costs, charges and expenses, including, without limitation, attorneys’
and other fees and expenses, reasonably incurred by the Indemnitee as a result
of the Corporation’s failure to perform this Agreement or any provision
thereof.


 


(b)The exclusive forum for
resolution of any controversy or claim arising out of or relating to this
Agreement or Indemnitee’s entitlement to indemnification under this Agreement
shall be the Federal and State Courts situated in and for the State of
California, and the parties hereby consent to the exclusive jurisdiction and
venue of said courts and waive any claim that said courts do not constitute a
convenient or appropriate venue, and agrees that service of process may be
effected in any such action, suit or proceeding by notice given in accordance
with Section 11.


 


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10.  Amendments, Etc.


 


Except as provided in Section 5,
no supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both of the parties hereto. No waiver of any of
the provisions of this Agreement shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a
continuing waiver.  No provision of this
Agreement may be waived, modified or discharged unless such waiver,
modification or discharge is agreed to in writing signed by Indemnitee and the
Corporation.  No waiver by either party
hereto at any time of any breach by the other party hereto or compliance with
any condition or provision of this Agreement to be performed by such other
party will be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time. 
No agreements or representations, oral or otherwise, expressed or
implied with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Agreement. This Agreement may
be executed in one or more counterparts, each of which will be deemed to be an
original but all of which together will constitute one and the same agreement.


 


11. Notices.


 


All notices, requests,
demands and other communications required or permitted hereunder shall be in
writing and shall be deemed to have been duly given when delivered by hand or
when mailed by certified registered mail, return receipt requested, with
postage prepaid:


 


(a) If to Indemnitee,
to:


«Indemnitee»


«Address1»


«Address2»


 


(b) If to the
Corporation, to:


 


Wendy Simpson


CEO & President


LTC Properties, Inc.


31365 Oak Crest Drive, Suite #200


Westlake Village, CA  91361


 


-with copies to-


 


LTC Audit Committee
Chairperson


 


-and-


 


Herbert F. Kozlov, Esq.


Reed Smith LLP


599 Lexington Avenue


NY, NY 10022


 


or to such person or address
as Indemnitee or the Corporation shall furnish to the other party in writing
pursuant to the above.


 


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12. Severability.


 


If any provision of this
Agreement is determined to be invalid, illegal or unenforceable, this
invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of any other provision of this Agreement, and there
shall be substituted for the provision at issue a valid and enforceable
provision as similar as possible to the provision at issue.


 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first above stated.


 


 


	
  LTC Properties, Inc.:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
  «Signer»

  	
   

  
	
  Title:

  	
  «Title»

  	
   

  
	
   

  	
   

  
	
  INDEMNITEE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:  «Indemnitee»

  	
   

  
				



 


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EXHIBIT
A—GENERAL FORM OF UNDERTAKING


 


1.                                       This Statement
is submitted pursuant to the Indemnity Agreement effective                                           ,
2009 between LTC Properties, Inc., a
corporation organized and existing under the laws of the State of Maryland,
(the “Corporation”) and the undersigned.


 


2.                                       I am requesting
indemnification against expenses (including attorneys’ fees) and judgments,
fines and amounts paid in settlement, all of which have been or will be
actually and reasonably incurred by me or on my behalf in connection with a
certain action, suit, investigation or other proceeding to which I am a party
or am threatened to be made a party, or in which I am or may be participating,
by reason of the fact that I am or was an
officer and/or director of the Corporation.


 


3.                                       With respect to
all matters related to any such action, suit, investigation or other
proceeding, I believe I acted in good faith and in a manner I reasonably
believed to be in or not opposed to the best interests of the Corporation, and,
with respect to any criminal action or proceeding, I had no reason to believe
that my conduct was unlawful.


 


4.                                       I hereby affirm that I believe in good
faith belief that I have met the standard of conduct necessary for
indemnification by the Corporation. I hereby undertake to repay this advancement
of expenses if it shall ultimately be determined pursuant to a final order from
which no appeal can be taken of a court of competent jurisdiction that I am not
entitled to be indemnified by the Corporation under the aforesaid
Indemnification Agreement or otherwise.


 


5.                                       I am requesting
indemnification in connection with the following matter:   [PROVIDE DETAILS]


 


 


	
   

  	
   

  	
  Dated:

  	
   

  	
   

  
	
  Name of Indemnitee

  	
   

  	
   

  



 


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