This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
, is made effective as of January 1, 2008, 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 Emmett E. McLean
WHEREAS, the Compensation Committee of the Board of Directors of the Company approved the form and
substance of this Amendment at a meeting duly held on November 15, 2007.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration,
the parties hereby agree as follows:
1. The following Section 8(e) shall be inserted immediately following Section 8(d) of the
(e) SECTION 409A. Anything in this Agreement to the contrary notwithstanding, if at the time of the
Executives separation from service within the meaning of Section 409A of the Code, the Company
determines that the Executive is a specified employee within the meaning of Section
409A(a)(2)(B)(i) of the Code, and if any payment or benefit that the Executive becomes entitled to
under this Agreement would be considered deferred compensation subject to interest, penalties and
additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of
Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable or benefit shall be
provided prior to the date that is the earlier of (i) six months and one day after the Executives
separation from service, or (ii) the Executives death. The parties intend that this Agreement will
be administered in accordance with Section 409A of the Code. The parties agree that this Agreement
may be amended, as reasonably requested by either party, and as may be necessary to fully comply
with Section 409A of the Code and all related rules and regulations in order to preserve the
payments and benefits provided hereunder without additional cost to either party.
2. Section 6(a) of the Employment Agreement
is hereby deleted in its entirety and the
following shall be inserted in lieu thereof:
(a) VACATION. The Executive shall be entitled to four (4) weeks of vacation per full calendar year.
Any unused vacation time will accrue through the first quarter of the following year.
3. Except to the extent hereby amended, the Employment Agreement
is hereby confirmed
and ratified and shall continue in full force and effect.
4. The effective date of this Amendment is January 1, 2008.
5. 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]