Exhibit
10.2
EMPLOYMENT
AGREEMENT
This Agreement (“Agreement”)
made effective as of February 25, 2009 by and between NATIONAL
HEALTH INVESTORS, INC ., a Maryland corporation (the
“Company”), and JUSTIN HUTCHENS (the
“Executive”).
In consideration of the mutual covenants
contained in this Agreement, the parties hereby agree as
follows:
1.
Employment.
The Company agrees to employ the
Executive and the Executive agrees to be employed by the Company
upon the terms and conditions provided in the Agreement.
2.
Position and
Responsibilities. During the Period of Employment (defined
below), the Executive agrees to serve as the President and Chief
Operating Officer of the Company and to be responsible for making
new investments and for the typical management responsibilities
expected of an officer holding such positions and such other
responsibilities as may be assigned to Executive from time to time
by the Board of Directors or the Chief Executive Officer of the
Company.
3.
Terms and
Duties.
A.
Period of Employment.
The period of Executive's
employment under this Agreement will commence as of the date hereof
and shall continue through the third anniversary hereof. The
period of Executive’s employment with Company is referred to
in this Agreement as the “Period of
Employment.”
B.
Duties. During the Period of Employment, the Executive
shall devote substantially all of his business time, attention and
skill to the business and affairs of the Company and its
subsidiaries. Executive shall perform faithfully the duties
that may be assigned to him from time to time by the Chief
Executive Officer or the Board of Directors.
4.
Compensation and
Benefits
A.
Compensation. For all services rendered by the Executive in
any capacity during the Period of Employment, the Executive shall
be compensated as follows:
1.
Base Salary . The Company shall pay the Executive an annual
base salary (“Base Salary”) of Three Hundred Eighty
Thousand Dollars ($380,000.00) per annum during the
Executive’s first year of employment with the Company.
Base Salary shall be payable according to the customary
payroll practices of the Company but in no event less frequently
than once each month. The Base Salary shall be reviewed
annually and shall be subject to increase (but not decrease)
according to the policies and practices adopted by the Company from
time to time. At a minimum, the Base Salary shall increase by three
percent (3%) per year. In the event the Executive chooses to
be remunerated under the alternative compensation plan as described
in Section 4(A)(3) below, none of the provisions of this Section
4(A)(1) shall be applicable.
2.
Bonus.
The Company will pay annual
incentive compensation awards to the Executive as may be granted by
the Board or the compensation committee of the Board (the
“Compensation Committee”) under any executive bonus or
incentive plan in effect from time to time (the “Annual
Incentive Award”). The Annual Incentive Award for the
first year of this Agreement shall be equal to Three Hundred Eighty
Thousand Dollars ($380,000)(100% of Base Salary). The Board
or the Compensation Committee shall have the option of granting an
Annual Incentive Award for the first year in different amounts,
contingent upon performance of stipulated FFO and dividend goals of
the Company established jointly by the Board and the
Executive.
3.
Alternative Compensation.
As an alternative to Sections
4(A)(1) and (2) above, Executive may elect at anytime to be
compensated pursuant to the Cash Performance Incentive Plan
attached hereto as Appendix A. In the event the Executive
shall elect to be compensated pursuant to the Cash Performance
Incentive Plan, such election shall be in lieu of the compensation
provided in Section 4(A)(1) and (2) above and will continue for the
remainder of this Agreement. After making such an election,
Executive cannot elect to again be compensated as provided in
Sections 4(A)(1) and (2) above. This Cash Performance Incentive
Plan will be driven by the Company’s FFO and dividend
growth.
B.
Stock Options. Executive shall be entitled to receive a grant
of an option to purchase 100,000 shares of common stock of the
Company on the effective date of this Agreement and on each
anniversary of the effective date of this Agreement until 2018,
provided Executive remains employed by the Company on such
anniversary date. The option grant will be priced at the
closing price of the Company’s common stock on the date of
grant and shall be fully vested as of the grant date.
The terms of each such grant of stock options shall be
set forth in a separate Stock Option Agreement between the Company
and the Executive.
C.
Additional Benefits.
1.
Relocation Expenses.
In connection with
Executive’s initial relocation to Murfreesboro, Tennessee,
Company shall reimburse Executive for his relocation expenses with
a lump sum payment of One Hundred Fifty Thousand Dollars
($150,000).
2.
Sign-on Bonus. The Executive will be entitled to a sign-on
bonus upon execution of this Agreement in the total amount of One
Hundred Twenty Thousand Dollars ($120,000), which bonus shall be
paid in three equal monthly installments of $40,000 each. The
first installment shall be due and payable upon the effective date
of this Agreement, the second installment thirty days following the
effective date of this Agreement and the third installment sixty
days following the effective date of this Agreement. In the
event this Agreement is terminated prior to the date any
installment under this Section 4(C)(2) is due, Executive shall not
be entitled to any such payment that is not yet due.
In addition, in the event Executive does not move to Murfreesboro
Tennessee and begin working for the Company as contemplated by this
Agreement, Executive shall reimburse the Company for any portion of
the sign-on bonus paid to Executive.
3.
Other Benefits.
The Executive will be entitled to
participate in all compensation or employee benefit plans or
programs and receive all benefits and perquisites for which any
senior members of the management team are eligible under any
existing or future plan or
program established by the Company for
which the senior members of the management team are eligible.
The Executive will participate to the extent permissible
under the terms and provisions of such plans or programs in
accordance with program provisions. Such plans and programs
will include group hospitalization, health, or other insurance for
Executive and his immediate family. Such plans and programs
may also include tax qualified pension (401(k)) plans, and sick
leave plans. The Executive will be entitled to an annual four
week paid vacation to be taken at times chosen by
Executive.
5.
Business Expenses.
The Company will reimburse the
Executive for all reasonable travel and other expenses incurred by
the Executive in connection with the performance of his duties and
obligations under this Agreement.
6.
Death or Disability.
In the event of the death or disability
of the Executive during the Period of Employment, the
Company’s obligation to make payments under this Agreement
shall cease as of the date of death or disability, except for the
Executive’s earned but unpaid Base Salary and Annual
Incentive Award which will be paid on a prorated basis for that
year. For purposes of this Agreement, disability shall mean
the disability of Executive for longer than three (3) months which
renders Executive unable to perform Executive’s duties under
this Agreement with reasonable accommodation.
7.
Effect of Termination of
Employment.
A.
If the Executive’s employment
terminates during the first year of this Agreement due to a Without
Cause Termination as defined later in this Agreement, and if
Executive signs a valid general release of all claims against the
Company in a form provided by the Company, the Company will pay the
Executive in a lump sum upon such termination an amount equal to
one hundred percent (100%) of the Base Salary that is in effect at
the time of the termination. In addition, earned but unpaid
Base Salary and Annual Incentive Bonus through the date of
termination will be paid in a lump sum at such time.
B.
Except as provided in Section 7(A) above,
upon the expiration or termination of this Agreement for any
reason, Executive will receive Base Salary prorated through the
effective date of such expiration or termination and earned but
unpaid Base Salary and Annual Incentive Bonus through the date of
termination will be paid in a lump sum at such time. Sections
8 through 10 shall survive expiration or termination of this
Agreement. No other payments will be made or benefits
provided by the Company.
C.
Upon termination of the Executive’s
employment, the Period of Employment will cease as
