EX-10.81






Exhibit 10.81




FOURTH
AMENDMENT

TO 

EMPLOYMENT AGREEMENT


This FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT, is made as of January 1, 2009, among
MEDICAL PROPERTIES TRUST, INC., a Maryland corporation (the “REIT”), MPT OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”, and
together with the REIT, the “Company”), and William G. McKenzie (the “Executive”).



WHEREAS, the Executive and the Company entered into an Employment Agreement dated as of
September 10, 2003, as amended by the First Amendment to Employment Agreement dated as of
September 29, 2006 and the Second Amendment to Employment Agreement dated as of August 1,
2008 and the Third Amendment to Employment Agreement (the “Employment Agreement”); and



WHEREAS, the parties desire to amend the Employment Agreement as provided herein.



NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the parties hereby agree as follows:



1. Section 9(a) of the Employment Agreement is hereby deleted in its entirety and the
following shall be inserted in lieu thereof:





	 	(a)	 	CHANGE OF CONTROL shall mean the occurrence of any of the following events:
(i) any person, entity or affiliated group, excluding the Company or any employee
benefit plan of the Company, acquiring more than 50% of the then outstanding
shares of voting stock of the Company, (ii) the consummation of any merger or
consolidation of the Company into another company, such that the holders of the
shares of the voting stock of the Company immediately before such merger or
consolidation own less than 50% of the voting power of the securities of the
surviving company or the parent of the surviving company, (iii) the adoption of a
plan for complete liquidation of the Company or for the sale or disposition of
all or substantially all of the Company’s assets, such that after the
transaction, the holders of the shares of the voting stock of the Company
immediately prior to the transaction own less than 50% of the voting securities
of the acquiror or the parent of the acquiror, or (iv) during any period of two
(2) consecutive years, individuals who at the beginning of such period
constituted the Board (including for this purpose any new director whose election
or nomination for election by the Company’s stockholders was approved by a vote
of at least a majority of the directors then still in office who were directors
at the beginning of such period) cease for any reason to constitute at least a
majority of the Board.




 









 










2. Except to the extent hereby amended, the Employment Agreement is hereby confirmed
and ratified and shall continue in full force and effect.



3. The effective date of this Amendment is January 1, 2009.



4. This Amendment may be signed in two or more counterparts, each of which shall be an
original, but all of which taken together shall constitute one and the same document.




[Signatures to appear on the following page]




 









 







IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to Employment Agreement as of
the date first above written.




	 	 	 	 	 
	 	REIT:



MEDICAL PROPERTIES TRUST, INC.

 	 
	 	By:  	/s/ R. Steven Hamner
 	 
	 	 	Name:  	R. Steven Hamner 	 
	 	 	Title:  	Executive Vice-President & CFO 	 
	 
	 	OPERATING PARTNERSHIP:



MPT OPERATING PARTNERSHIP, L.P.



By:   Medical Properties Trust, LLC

Its:   General Partner



By:   Medical Properties Trust, Inc.

Its:   Sole Member

 	 
	 	By:  	/s/ R. Steven Hamner
 	 
	 	 	Name:  	R. Steven Hamner 	 
	 	 	Title:  	Executive Vice-President & CFO 	 
	 
	 	EXECUTIVE:

 	 
	 	 
 	 
	 	William G. McKenzie 	 
	 	 	 
	 




 











 







IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to Employment Agreement as of
the date first above written.




	 	 	 	 	 
	 	REIT:



MEDICAL PROPERTIES TRUST, INC.

 	 
	 	By:  	 
 	 
	 	 	Name:  	R. Steven Hamner 	 
	 	 	Title:  	Executive Vice-President & CFO 	 
	 
	 	OPERATING PARTNERSHIP:



MPT OPERATING PARTNERSHIP, L.P.



By:   Medical Properties Trust, LLC

Its:   General Partner



By:   Medical Properties Trust, Inc.

Its:   Sole Member

 	 
	 	By:  	 
 	 
	 	 	Name:  	R. Steven Hamner 	 
	 	 	Title:  	Executive Vice-President & CFO 	 
	 
	 	EXECUTIVE:

 	 
	 	/s/ William G. McKenzie
 	 
	 	William G. McKenzie