SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
This SECOND
AMENDMENT TO EMPLOYMENT AGREEMENT, is made effective as of
January 1, 2008, 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 Emmett E. McLean (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 (the “Employment Agreement”); and
WHEREAS, the
parties desire to amend the Employment Agreement as provided
herein; and
WHEREAS, the
Compensation Committee of the Board of Directors of the Company
approved the form and substance of this Amendment at a meeting duly
held on November 15, 2007.
NOW, THEREFORE,
in consideration of the premises and for other good and valuable
consideration, the parties hereby agree as follows:
1. The
following Section 8(e) shall be inserted immediately following
Section 8(d) of the Employment Agreement:
(e) SECTION 409A. Anything in this
Agreement to the contrary notwithstanding, if at the time of the
Executive’s separation from service within the meaning of
Section 409A of the Code, the Company determines that the
Executive is a “specified employee” within the meaning
of Section 409A(a)(2)(B)(i) of the Code, and if an
