EXHIBIT 10.1
2007 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This 2007 Employment Agreement (the "Agreement"), is made as of
February 6, 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 XXXXX XXXXXXX ("Executive") and amends and restates the
Amended and Restated Employment Agreement between LTC and Executive, effective
as of May 22, 2006 ("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 and continuing thereafter for
Executive's lifetime. The benefits described in the preceding sentence shall be
referred to herein as Executive's "Health Insurance Benefits".
(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,
regardless of whether such termination is by the Executive or by the Company and
regardless of whether such termination is for any or no reason or with or
without Good Reason or Cause.
(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 only and immediately upon
the termination of Executive's employment by any party, for any reason,
regardless of whether such termination of employment is with or without Cause,
and regardless of whether such termination of employment is with or without Good
Reason; provided, however, that in the event Executive terminates her employment
voluntarily or without Good Reason at any time during the period from the
Effective Date until February 28, 2009, then the restrictions imposed by the
Company on the Prior RSA's shall not lapse and the Executive's rights in the
unvested Prior RSA's shall expire and such shares shall be deemed to be property
of the Company.
(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 only and immediately upon the
termination of Executive's employment by any party, for any reason, regardless
of whether such termination of employment is with or without Cause, and
regardless of whether such termination of employment is with or without Good
Reason; provided, however, that in the event Executive terminates her employment
voluntarily or without Good Reason at any time during the period from the
Effective Date until February 28, 2009, the restrictions imposed by the Company
on the 2007 RSA's shall not lapse and the Executive's rights in the unvested
2007 RSA's shall expire and such shares shall be deemed to be property of the
Company.
(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.
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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.
(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 00000 Xxx Xxxxx Xxxxx, Xxxxx 000,
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000.
(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;
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(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 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 two 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.
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(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 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.
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(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.
(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).
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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.
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 Xxxxxxxx-Xxxxx
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.
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.
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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.
IN WITNESS WHEREOF, this Agreement shall be effective as of the date
specified in the first paragraph of this Agreement.
Signed February 6, 2007
LTC PROPERTIES, INC., a Maryland corporation
Signed February 6, 2007 /s/ Xxxxx Xxxxxxxxxxx
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Xxxxx X. Xxxxxxxxxxx, Chairman
Signed February 6, 2007 By: /s/ Xxxxxxx Xxxxxx
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Compensation Committee Representative
Signed February 6, 2007 Executive:
/s/ Xxxxx Xxxxxxx
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Address: Xxxxx Xxxxxxx
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EXHIBIT A
LTC PROPERTIES, INC.
2007 RESTRICTED STOCK AGREEMENT
LTC PROPERTIES, INC., a Maryland corporation (the "Corporation"), and XXXXX
XXXXXXX, 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 2007 Restricted Stock
Agreement referred to in the Amended and Restated Employment Agreement,
dated as of February ___, 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.
EXHIBIT A
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. Except as specifically provided in Subsection 3(E) below, the
restrictions applicable to the 2007 Restricted Stock granted hereunder
shall lapse and expire upon any termination of Grantee's employment by the
Corporation or by the Grantee at any time, for any reason, regardless of
whether such termination of employment is with or without Cause (as such
term is defined in the 2007 Employment Agreement) and regardless of whether
such termination of employment is with or without Good Reason (as such term
is defined in the 2007 Employment Agreement).
E. If the employment of Grantee terminates during the period from the
Date of Award to the second anniversary of the Date of Award as a result of
the termination of employment by Grantee voluntarily or without Good
Reason, then from and after the date of termination of employment, all of
Grantee's rights to the 2007 Restricted Stock granted hereunder shall
expire, and the 2007 Restricted Stock shall be deemed to be the property of
the Corporation.
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.
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EXHIBIT A
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.
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:
----------------------------------------
Xxxxx Xxxxxxx
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