EX-10.77






Exhibit 10.77




THIRD AMENDMENT

TO

EMPLOYMENT AGREEMENT



This THIRD 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 R. Steven Hamner (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 January 1, 2008 (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 Third Amendment to Employment Agreement as of
the date first above written.




	 	 	 	 	 
	 	REIT:



MEDICAL PROPERTIES TRUST, INC.

 	 
	 	By:  	/s/ Edward K. Aldag, Jr.
 	 
	 	 	Name:  	Edward K. Aldag, Jr. 	 
	 	 	Title:  	Chairman, President & CEO 	 
	 
	 	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/ Edward K. Aldag, Jr.
 	 
	 	 	Name:  	Edward K. Aldag, Jr. 	 
	 	 	Title:  	Chairman, President & CEO 	 
	 
	 	EXECUTIVE:

 	 
	 	/s/ R. Steven Hamner
 	 
	 	R. Steven Hamner