Exhibit 10.8
CONSULTING AGREEMENT
This CONSULTING AGREEMENT is
entered into on the 1st day of April, 2008 (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 the Company’s
Advisory, Administrative Services and Facilities Agreement between
the Company and Management Advisory Source, LLC,
(“MAS”) an entity wholly owned by
Consultant;
WHEREAS, the Company terminated the agreement with MAS
effective March 31, 2008;
WHEREAS , the Company desires to continue to avail itself of
the Consultants experience, sources of information, advice, and
assistance and to have the Consultant continue undertake certain
duties and responsibilities, on behalf of and subject to the
supervision of the Board of Directors of the Company (the
“Directors”), during the interim while the Company
searches for a new president and chief executive officer for the
Company; 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 President and 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 as well.
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