EXHIBIT 10.3
SECOND AMENDMENT TO THE 2007 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Second Amendment to the 2007 Amended and Restated Employment Agreement (the
"Agreement") is made as of July 1, 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 ANDRE C. DIMITRIADIS
("Executive"), and amends and restates the 2007 Amended and Restated Employment
Agreement dated February 6, 2007, by and between LTC and Executive (the "Prior
Employment Agreement"), as amended.
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").
LTC HEREBY ACCEPTS
THE RESIGNATION OF EXECUTIVE FROM HIS POSITION OF CHIEF EXECUTIVE OFFICER AND
HEREBY EMPLOYS EXECUTIVE TO SERVE AS ITS EXECUTIVE CHAIRMAN OF THE BOARD,
SUBJECT TO THE TERMS HEREOF.
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 THE EXECUTIVE CHAIRMAN OF THE
BOARD OF A PUBLICLY-HELD CORPORATION.
IN ADDITION, EXECUTIVE SHALL HAVE SUCH
OTHER DUTIES AND RESPONSIBILITIES AS THE BOARD OF DIRECTORS MAY REASONABLY
ASSIGN HIM, WITH HIS CONSENT, INCLUDING SERVING WITH THE CONSENT OR AT THE
REQUEST OF THE COMPANY 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 INITIAL TERM OF THIS AGREEMENT SHALL BE
FOR A FOUR (4) YEAR PERIOD, COMMENCING ON THE EFFECTIVE DATE AND ENDING FEBRUARY
28, 2011.
UNLESS THE EMPLOYMENT HEREUNDER SHALL HAVE BEEN TERMINATED IN
ACCORDANCE WITH THE PROVISIONS HEREOF, THE TERM OF THIS AGREEMENT SHALL BE
EXTENDED BEYOND FEBRUARY 28, 2011 SUCH THAT AT EACH AND EVERY MOMENT OF TIME
HEREAFTER THE REMAINING TERM SHALL NOT BE LESS THAN FOUR (4) YEARS.
FOR
PURPOSES OF THIS AGREEMENT, A RESIGNATION BY EXECUTIVE WHICH IS FOR "GOOD
REASON," AS DESCRIBED IN SECTION 5 BELOW SHALL NOT CONSTITUTE A TERMINATION OF
THIS AGREEMENT.
3.
ACCEPTANCE OF POSITION.
EXECUTIVE ACCEPTS THE POSITION OF
EXECUTIVE CHAIRMAN OF THE BOARD OF LTC, AND AGREES THAT DURING THE TERM OF THIS
AGREEMENT HE WILL FAITHFULLY PERFORM HIS DUTIES.
EXECUTIVE WILL DEVOTE
APPROXIMATELY TWO FULL BUSINESS 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 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 WITHOUT THE