EXHIBIT 10.1


 


THIRD
AMENDMENT TO THE 2007 AMENDED AND RESTATED

EMPLOYMENT AGREEMENT


 


This Third Amendment
to the 2007 Employment Agreement (the “Agreement”), is made as of December 4,
2007, effective as of March 1, 2007 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”) and amends and restates the 2007 Amended and Restated
Employment Agreement between LTC and Executive, dated as of February 6, 2007 (“Prior
Employment Agreement”).


 


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


 


1.                                       Effective Date,
Appointment, Title and Duties.   The
effective date of this Agreement is March 1, 2007 (“Effective Date”). As of the
Effective Date, LTC employs Executive to serve as its Chief Executive Officer. In
such capacity, Executive shall report to the Board of Directors of the Company,
and shall have such duties, powers and responsibilities as are customarily
assigned to a Chief Executive Officer 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
Board of Directors may reasonably assign her, with her consent, including
serving with the consent or at the request of the Board of Directors as an
officer or on the board of directors of affiliated corporations, provided that such duties are commensurate with and
customary for a senior executive officer bearing Executive’s experience,
qualifications, title and position.


 


2.                                       Term of
Agreement.   The term of this Agreement shall
commence as of the Effective Date 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
Chief Executive Officer, 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 


 

















 


Four Hundred Thousand Dollars ($400,000) 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)                                 During the term
hereof, 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.


 


(c)                                  Health
Insurance Benefits. LTC shall provide to  Executive and her spouse  LTC health insurance benefits, of a type and
nature no less favorable to Executive than the health insurance benefits made
available by LTC to Executive and to LTC’s other senior executives at the time
of execution of this Agreement, for so long as Executive is employed hereunder.
The benefits described in the preceding sentence shall be referred to herein as
Executive’s “Health Insurance Benefits” and upon a Change in Control of the
Company, a termination of Executive’s employment by LTC without “cause” or a
resignation by Executive with “good reason”, these Health Insurance Benefits
will continue for Executive’s lifetime.


 


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


 


(ii)                                  In order to
effect a Health Insurance Buyout, LTC shall give no less than sixty (60) days’
prior written notice to Executive that LTC has elected to terminate Executive’s
Health Insurance Benefits. Such notice shall not be effective nor shall it
relieve LTC of its obligations under this Section 4(c) unless it is accompanied
by payment in full of the aforesaid Two Hundred Fifty Thousand Dollars
($250,000).


 


(iii)                               Executive’s
rights to the benefits set forth in this Section 4(c) and the subsections of
this Section 4(c) shall survive any termination or expiration of this Agreement
and the termination of Executive’s employment upon a Change in Control of the
Company, a termination of Executive’s employment by LTC without “cause” or a
resignation by Executive with “good reason”.


 


(d)                                 The Company has
set an annual target bonus for Executive equal to one hundred percent (100%) of
her Base Salary; provided, however, that the award
of any such bonus is subject to the sole discretion of the Board of Directors. Executive
also shall be eligible to participate in any LTC incentive stock, option or
bonus plan offered by LTC to its senior executives, subject to the terms
thereof and at the sole discretion of the Board of Directors.


 


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(e)                                  At the date
hereof:


 


(i)                                         Executive has
previously been awarded twenty-seven thousand one hundred twenty (27,120) shares
of the Company’s common stock (“Prior RSA’s”). Twenty-two thousand five hundred
(22,500) of the Prior RSA’s were awarded under the LTC Properties, Inc. 2004
Restricted Stock Plan (“2004 RSP”) and four thousand six hundred twenty (4,620)
of the Prior RSA’s were awarded under the LTC Properties, Inc., 1998 Equity
Participation Plan (“1998 EPP”) and the applicable LTC Property, Inc.
Restrictive Stock Agreements or 1998 EPP Award Agreements, as the case may be
(together the “Award Agreements”). The Award Agreements are hereby modified and
amended to provide that (A) no prior existing schedule for the lapsing of
restriction on the shares awarded thereunder shall have any further force and
effect, and (B) all
restrictions imposed by the Company with respect to the Prior RSA’s shall lapse
in the annual amount of 9,040 shares each March 1, 2008, 2009 and 2010,
respectively.


 


(ii)                                      Simultaneously
with the execution of this Agreement, the Company and Executive shall execute a
2007 Restricted Stock Agreement in the form of Exhibit A hereto pursuant to
which the Company shall grant Executive a Restricted Stock Award of forty
thousand (40,000) shares of restricted common stock of the Company under the
1998 EPP (the “2007 RSA”). Restrictions imposed by the Company on the 2007 RSA
shares shall lapse in the amounts of 13,333 shares on March 1, 2008, 13,333 on
March 1, 2009 and 13,334 on March 1, 2010.


 


(f)                                       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.


 


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(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 material reduction in
benefits; (iii) a direction by the Board of Directors that Executive
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 for more than
seventy-five (75) miles from LTC’s offices located at  31365 Oak Crest Drive, Suite 200, Westlake
Village, California 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.


 


(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;


 


(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;


 


(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 


 


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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.


 


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.


 


(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 four 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 one time severance payment in cash equal to Three Million
Dollars ($3,000,000), and all stock options shall automatically become
exercisable. All restrictions on stock awarded to Executive, other than the
Prior RSA’s and the 2007 RSA shares pursuant to Section 4(e) hereof, shall
automatically lapse concurrently upon a Change in Control, notwithstanding any
prior existing schedule; provided, however,
that no Change of Control or payment of the aforesaid severance payment shall (i)
terminate or reduce Executive’s Health Care Benefits as set forth in Section
4(c) hereof which shall remain in full force and effect, and (ii) if Executive’s
employment is not terminated in connection with such Change of Control,
restrictions on the Prior RSA’s and the 2007 RSA shares awarded under Section
4(e) hereof shall remain in full force and effect and shall not lapse until
Executive’s employment is terminated as provided in such Section 4(e).


 


(c)                                     COBRA. 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 


 


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Company expense to the extent the benefits thereunder are not
duplicative of the Executive’s Health Insurance Benefits; 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 and except as
required in accordance with Executive’s Health Insurance Benefits. The
provisions of this Section 6(c) are intended to specify Executive’s rights
under COBRA and are not intended to limit or reduce Executive’s Health
Insurance Benefits.


 


(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) concurrently
with the date of termination of Executive’s employment or consummation of a
Change in Control of the Company, as applicable.


 


(f)                                       LTC shall have
no liability under this Section 6 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 Executive’s Health
Insurance Benefits or the Health Insurance Buyout right under Section 4(c)under
above, the one time 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.


 


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(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.


 


(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.                                        [Intentionally
omitted]


 


8.                                        Indemnification.  LTC
shall indemnify Executive and hold her harmless from and against all claims,
losses, damages, expense or liabilities (including expenses of defense and
settlement) based upon or in any way arising from or connected with his
employment by LTC, to the maximum extent permitted by law. To the fullest
extent permitted by law, LTC shall advance to Executive all expenses necessary
in connection with the defense of any action or claim which is brought if
indemnification cannot be determined to be available prior to the conclusion of
such action or the investigation of such claim. 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 it maintains. The provisions of this Section 8 shall survive any
termination or expiration of this Agreement.


 


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 is inserted
for convenience of reference only. Without limitation to the foregoing, nothing
in this Agreement is intended to violate the Sarbanes-Oxley Act of 2002, and to
the extent that any provision of this Agreement would constitute such a
violation, such provision shall be modified to the extent required by such Act,
or, to the extent that such provision cannot be so modified and is found to be
invalid or unenforceable, the remaining terms and provisions shall be given
effect to the maximum extent permitted without considering the void, invalid or
unenforceable provision.


 


Notwithstanding any other provision of the
Agreement, to the extent that (i) any amount paid pursuant to the Agreement is
treated as nonqualified deferred compensation pursuant to Section 409A of the
Internal Revenue Code of 1986 (the “Code”) and (ii) the Executive is a “specified
employee” pursuant to Section 409A(2)(B) of the Code, then such payments shall be
made on the date which is six (6) months after the date of the Executive’s
separation from service. In connection with the payment of any
obligation that is delayed pursuant to this Rider, the Company shall establish
an irrevocable trust to hold funds to be used for payment of such obligations. Upon
the date that such amount would otherwise be payable, the Company shall deposit
into such irrevocable trust an amount equal to the obligation. However,
notwithstanding the establishment of the irrevocable trust, the Company’s
obligations under the Agreement upon the Executive’s termination of employment
shall constitute a general, unsecured obligation of the Company and any amount
payable to the Executive shall be paid solely out of the Company’s general
assets, and the Executive shall have no right to any specific assets of the
Company. The funds, if any, contained or contributed to the irrevocable trust
shall remain available for the claims of the Company’s general creditors.


 


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.


 


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


 


	
  Signed
  December 4, 2007

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  LTC
  PROPERTIES, INC., a Maryland corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   Signed December 4, 2007

  	
   

  	
  /s/ Andre Dimitriadis

  
	
   

  	
   

  	
  Andre
  C. Dimitriadis, Executive Chairman

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed
  December 4, 2007

  	
  By:

  	
  /s/ Timothy Triche

  
	
   

  	
   

  	
   

  	
  Compensation Committee Representative

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed
  December 4, 2007

  	
   

  	
  Executive:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Wendy Simpson

  
	
   

  	
   

  	
  Wendy
  Simpson

  



 


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EXHIBIT A


 


LTC PROPERTIES, INC.
 FIRST AMENDMENT TO THE 2007 RESTRICTED STOCK AGREEMENT


 


LTC
PROPERTIES, INC., a Maryland corporation (the “Corporation”),
and WENDY SIMPSON, an employee of the
Corporation (the “Grantee”), for good and valuable consideration the receipt
and adequacy of which are hereby acknowledged and intending to be legally bound
hereby, agree as follows:


 


1.                                       Restricted
Stock Award. This Agreement is the First Amendment to the 2007 Restricted
Stock Agreement referred to in the First Amendment to the Amended and Restated
Employment Agreement, dated as of February 21, 2007, between the Corporation
and Grantee (“2007 Employment Agreement”). The Corporation hereby confirms the
award to the Grantee, effective March 1, 2007 (the “Date of Award”), of forty
thousand (40,000) shares of the Corporation’s Common Stock, $.01 par value (the
“2007 Restricted Stock”), under and subject to the terms and conditions of the
Corporation’s 1998 Equity Participation Plan (the “Plan”) and this Agreement. The
Plan is incorporated by reference and made a part of this Agreement as though
set forth in full herein. Terms which are capitalized but not defined in this
Agreement have the same meaning as in the Plan unless the context otherwise
requires. As of the Date of Award, the Grantee will be a stockholder of the
Corporation with respect to the 2007 Restricted Stock and will have all the
rights of a stockholder with respect to the 2007 Restricted Stock, including
the right to vote the 2007 Restricted Stock and to receive all dividends and
other distributions paid with respect thereto, subject to the restrictions of
the Plan and this Agreement.


 


2.                                       Acceptance of
Restricted Stock Award. The Grantee accepts the 2007 Restricted Stock Award
confirmed by this Agreement, acknowledges having received a copy of the Plan
and agrees to be bound by the terms and provisions of the Plan, as the Plan may
be amended from time to time; provided, however, that no alteration, amendment,
revocation or termination of the Plan shall, without the written consent of the
Grantee, adversely affect the rights of the Grantee with respect to the 2007
Restricted Stock.


 


3.                                       Restrictions


 


A.            Grantee
shall not sell, exchange, assign, alienate, pledge, hypothecate, encumber,
charge, give, transfer or otherwise dispose of, either voluntarily or by
operation of law, any shares of the 2007 Restricted Stock, or any rights or
interests appertaining to the 2007 Restricted Stock, prior to the lapse of the
restrictions set forth herein as provided in Section 3(D) below with respect to
such shares.


 


B.            As
of the Date of Award, certificates representing the shares of the 2007
Restricted Stock will be issued in the name of the Grantee and held by the
Corporation in escrow until the lapse of restrictions set forth herein as
provided in Section 3(D) below with respect to such shares.


 

















 


C.            The
Grantee understands the provisions of Article 7.2 of the Plan to the effect
that the obligation of the Corporation to issue shares of Common Stock under
the Plan is subject to (i) the effectiveness of a registration statement under
the Securities Act of 1933, as amended, if deemed necessary or appropriate by
counsel for the Corporation, (ii) the condition that the shares shall have been
listed (or authorized for listing upon official notice of issuance) upon each
stock exchange, if any, on which the Common Stock may then be listed, and (iii)
any other applicable laws, regulations, rules and orders which may then be in
effect.


 


The certificate or certificates representing
the shares to be issued or delivered hereunder may bear any legends required by
any applicable securities laws and may reflect any transfer or other
restrictions imposed by the Plan, and the Corporation may at some time issue to
the stock transfer agent appropriate stop-transfer instructions with respect to
such shares. In addition, also as a condition precedent to the issuance or
delivery of shares, the Grantee may be required to make certain other
representations and warranties and to provide certain other information to
enable the Corporation to comply with the laws, rules, regulations and orders
specified under the first sentence of this Section 3(C) and to execute a
joinder to any shareholders’ agreement of the Corporation, in the form provided
by the Corporation, pursuant to which the transfer of shares received under the
Plan may be restricted.


 


D.            The
restrictions applicable to the 2007 Restricted Stock granted hereunder shall
lapse and expire as to 13,333 shares on March 1, 2008, as to 13,333 shares on
March 1, 2009 and as to 13,334 shares on March 1, 2010.


 


4.                                       Withholding
of Taxes. The Grantee will be advised by the Corporation as to the amount
of any Federal income or employment taxes required to be withheld by the
Corporation on the compensation income resulting from the award of or lapse of
restrictions on the 2007 Restricted Stock. The timing of the withholding will
depend on whether the Grantee makes an election under Section 83(b) of the Code.
State, local or foreign income or employment taxes may also be required to be
withheld by the Corporation on any compensation income resulting from the award
of the 2007 Restricted Stock. The Grantee will pay any taxes required to be
withheld directly to the Corporation upon request.


 


If the Grantee does not pay any taxes required to be withheld directly
to the Corporation within ten days after any request as provided above, the
Corporation may withhold such taxes from any other compensation to which the
Grantee is entitled from the Corporation. The Grantee will hold the Corporation
harmless in acting to satisfy the withholding obligation in this manner if it
becomes necessary to do so.


 


5.                                       Interpretation
of Plan and Agreement. This Agreement is the agreement referred to in
Article 3.1 of the Plan. If there is any conflict between the Plan and this
Agreement, the provisions of the Plan will control. Any dispute or disagreement
which arises under or in any way relates to the interpretation or construction
of the Plan or this Agreement will be resolved by the Administrator and the
decision of the Administrator will be final, binding and conclusive for all
purposes.


 


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6.                                       Effect of
Agreement on Rights of Corporation and Grantee. This Agreement does not
confer any right on the Grantee to continue in the employ of the Corporation or
interfere in any way with the rights of the Corporation to terminate the
employment of the Grantee.


 


7.                                       Binding
Effect. This Agreement will be binding upon the successors and assigns of
the Corporation and upon the legal representatives, heirs and legatees of the
Grantee.


 


8.                                       Entire
Agreement. This Agreement constitutes the entire agreement between the
Corporation and the Grantee and supersedes all prior agreements and
understandings, oral or written, between the Corporation and the Grantee with
respect to the subject matter of this Agreement.


 


9.                                       Amendment.
This Agreement may be amended only by a written instrument signed by the
Corporation and the Grantee.


 


10.                                 Section Headings.
The Section headings contained in this Agreement are for reference purposes
only and will not affect in any way the meaning or interpretation of any of the
provisions of this Agreement.


 


11.                                 Governing Law and
Jurisdiction. This Agreement will be governed by, and construed and
enforced in accordance with, the laws of the State of California.


 


IN WITNESS
WHEREOF, the Corporation and the Grantee have executed
this Agreement as of the Date of Award.


 


	
   

  	
  LTC PROPERTIES, INC.

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:
  Chairman, Compensation Committee

  
	
   

  	
   

  
	
   

  	
  GRANTEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Wendy
  Simpson

  



 


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