Final Execution Copy
Exhibit
10.1
AMENDED AND RESTATED
CONSULTING AGREEMENT
This CONSULTING AGREEMENT is
entered into on the 25th day of February, 2009 (the
“Agreement”), between National Health Investors,
Inc. , a Maryland real estate investment trust ("Company") and
W. Andrew Adams , a resident of Tennessee ("Consultant").
WHEREAS, Consultant has acted as the Company’s president
and chief executive officer pursuant to that certain Consulting
Agreement dated April 1, 2008 (the “Consulting
Agreement”) between the Company and Consultant;
WHEREAS, the Company has hired a new President and Chief
Operating Officer and the Company and the Consultant desire to
amend and Restate the Consulting Agreement effective February 25,
2009;
WHEREAS , the Company desires to continue to avail itself of
the Consultant’s experience, sources of information, advice,
and assistance and to have the Consultant continue to undertake
certain duties and responsibilities, on behalf of and subject to
the supervision of the Board of Directors of the Company (the
“Directors”); and
WHEREAS , the Consultant is willing to continue to render
such services, subject to the supervision of the Directors, on the
terms and conditions hereinafter set forth.
NOW, THEREFORE,
for and in consideration of the promises
herein, and other good and valuable consideration, Company and
Consultant do hereby agree as follows:
1.
Services
.
(a)
During the Term (as defined below),
Consultant agrees to provide consulting services to the Company
concerning its strategy, management, operation, and finances, and
will act as Chief Executive Officer of the Company and to be
responsible for the typical management responsibilities expected of
an officer holding such positions and such other responsibilities
as may be assigned to Consultant from time to time by Directors
consistent with such position (the “Services”).
Consultant shall be responsible to and work under the
supervision of the Directors.
(c)
Consultant agrees (i) to provide the
Services in good faith and with due care and skill, (ii) to be
available at any time as needed by the Company on a flex-time
basis, and (iii) to comply with all regulations, laws and Company
policies applicable to the services to be performed under this
Agreement.
(d)
Consultant and the Company agree and
understand that Consultant will not be working solely on Company
business, but may have other involvements not in conflict with his
Company duties. The Company agrees and understands that
Consultant will be working on a flexible time basis; provided
however, that Consultant will be accessible to the Company at any
time regardless of any other involvements.
2.
Term .
This Agreement will commence on
February 25,
