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FOURTH AMENDMENT
TO
EMPLOYMENT AGREEMENT
This FOURTH
AMENDMENT TO EMPLOYMENT AGREEMENT, is made as of January 1,
2009, 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 William G. McKenzie (the
“Executive”).
WHEREAS, the
Executive and the Company entered into an Employment Agreement
dated as of September 10, 2003, as amended by the First
Amendment to Employment Agreement dated as of September 29,
2006 and the Second Amendment to Employment Agreement dated as of
August 1, 2008 and the Third Amendment to Employment Agreement
(the “Employment Agreement”); and
WHEREAS, the
parties desire to amend the Employment Agreement as provided
herein.
NOW, THEREFORE,
in consideration of the premises and for other good and valuable
consideration, the parties hereby agree as follows:
1. Section 9(a)
of the Employment Agreement is hereby deleted in its entirety and
the following shall be inserted in lieu thereof:
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(a)
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CHANGE OF CONTROL shall mean the
occurrence of any of the following events: (i) any person,
entity or affiliated group, excluding the Company or any employee
benefit plan of the Company, acquiring more than 50% of the then
outstanding shares of voting stock of the Company, (ii) the
consummation of any merger or consolidation of the Company into
another company, such that the holders of the shares of the voting
stock of the Company immediately before such merger or
consolidation own less than 50% of the voting power of the
securities
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