EXHIBIT 10.2
2007 AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This 2007 Amended and Restated Employment Agreement (the
"Agreement")
is made as of February 6, 2007, effective as of March 1, 2007, by
and between
LTC PROPERTIES, INC., a corporation organized under the laws of the
State of
Maryland ("LTC" or the "Company"), and ANDRE C. DIMITRIADIS
("Executive"), and
amends and restates the Employment Agreement dated July 1, 1992, by
and between
LTC and Executive (the "Prior Employment Agreement"), as amended,
effective as
of July 1, 1998.
NOW, THEREFORE, for good and valuable consideration, the receipt
and
adequacy of which are hereby acknowledged, the parties hereto agree
as follows:
1. Effective Date, Appointment, Title and Duties. The
effective date of this Agreement is March 1, 2007 ("Effective
Date"). LTC hereby
accepts the resignation of Executive from his position of Chief
Executive
Officer and hereby employs Executive to serve as its Executive
Chairman of the
Board, subject to the terms hereof. In such capacity, Executive
shall report to
the Board of Directors of the Company, and shall have such duties,
powers and
responsibilities as are customarily assigned to the Executive
Chairman of the
Board of a publicly-held corporation. In addition, Executive shall
have such
other duties and responsibilities as the Board of Directors may
reasonably
assign him, with his consent, including serving with the consent or
at the
request of the Company on the board of directors of affiliated
corporations,
provided that such duties are commensurate with and customary for a
senior
executive officer bearing Executive's experience, qualifications,
title and
position.
2. Term of Agreement. The initial term of this Agreement shall
be for a four (4) year period, commencing on the Effective Date and
ending
February 28, 2011. Unless the employment hereunder shall have been
terminated in
accordance with the provisions hereof, the term of this Agreement
shall be
extended beyond February 28, 2011 such that at each and every
moment of time
hereafter the remaining term shall not be less than four (4) years.
For purposes
of this Agreement, a resignation by Executive which is for "Good
Reason," as
described in Section 5 below shall not constitute a termination of
this
Agreement.
3. Acceptance of Position. Executive accepts the position of
Executive Chairman of the Board of LTC, and agrees that during the
term of this
Agreement he will faithfully perform his duties. Executive will
devote
approximately two full business days per week to the business and
affairs of
LTC. During the term of his employment by LTC, Executive will not
engage, for
his own account or for the account of any other person or entity,
in a business
which competes with LTC. It is acknowledged and agreed that
Executive may serve
as an officer and/or director of companies in which LTC owns voting
or
non-voting stock. In addition, it is acknowledged and agreed that
Executive may,
from time to time, serve as a member of the board of directors of
other
companies without the consent of LTC, provided that Executive will
disclose such
other board memberships to the LTC board of directors. Any
compensation or
remuneration which Executive receives in consideration of his
service on the
board of directors of other companies or for other non-competitive
activities
outside of his service hereunder shall be the sole and exclusive
property of
Executive, and LTC shall have no right or entitlement at any time
to any such
compensation or remuneration.
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4. Salary and Benefits. During the term of this Agreement:
(a) LTC shall pay to Executive a base salary at an annual
rate of not less than Two Hundred Forty Thousand Dollars ($240,000)
per annum,
paid in approximately equal installments at intervals based on any
reasonable
Company policy. LTC agrees from time to time to consider increases
in such base
salary in the discretion of the Board of Directors. Any increase,
once granted,
shall automatically amend this Agreement to provide that thereafter
Executive's
base salary shall not be less than the annual amount to which base
salary has
been increased.
(b) During the term hereof, Executive shall participate in
all health, retirement, Company-paid insurance, sick leave,
disability, expense
reimbursement and other benefit programs which LTC makes available
to any of its
senior executives from time to time.
(c) Health Insurance Benefits. LTC shall provide to
Executive and his two daughters LTC health insurance benefits, of a
type and
nature no less favorable to Executive than the health insurance
benefits made
available by LTC to Executive and to LTC's other senior executives
at the time
of the execution of this Agreement, for so long as Executive is
employed
hereunder and for the lifetime of the Executive, provided that the
Company may
terminate such health insurance for Executive's two daughters at
such time as
they attain the age of twenty-two (22) years. The benefits
described in the
preceding sentence shall be referred to herein as Executive's
"Health Insurance
Benefits".
(i) In the event LTC ceases to offer health insurance
coverage to its senior executives or LTC elects in its sole
discretion to
discontinue providing Executive with Executive's Health Insurance
Benefits, LTC
shall have the option (a) at the Company's expense, to purchase
health insurance
coverage no less favorable to Executive than Executive's Health
Insurance
Benefits, or (b) terminate all further Health Insurance Benefits to
Executive
and in lieu thereof make a one time payment of Two Hundred Fifty
Thousand
Dollars ($250,000) to Executive (a "Health Insurance Buyout").
(ii) In order to effect a Health Insurance Buyout, LTC
shall give no less than sixty (60) days' prior written notice to
Executive that
LTC has elected to terminate Executive's Health Insurance Benefits.
Such notice
shall not be effective nor shall it relieve LTC of its obligations
under this
Section 4(c) unless it is accompanied by payment in full of the
aforesaid Two
Hundred Fifty Thousand Dollars ($250,000).
(iii) Executive's rights to the benefits set forth in
this Section 4(c) and the subsections of this Section 4(c) shall
survive any
termination or expiration of this Agreement and the termination of
Executive's
employment, regardless of whether such termination is by the
Executive or by the
Company and regardless of whether such termination is for any or no
reason or
with or without Good Reason or Cause.
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<PAGE>
(d) Executive shall be eligible to participate in any LTC
incentive stock option or bonus plan offered by LTC to its senior
Executives,
subject to the terms thereof and the discretion of the Board of
Directors.
(e) Executive shall be entitled to reasonable vacation
time, not less than four (4) weeks per year, provided that not more
than two (2)
weeks of such vacation time may be taken consecutively without
prior notice to
and non-objection by the Compensation Committee of the Board of
Directors or, if
there is no Compensation Committee, the Board of Directors.
(f) The Company and Executive are parties to Restricted
Stock Agreements dated March 12, 1999 and December 7, 2005 between
the Company
and Executive (the "RS Agreements). As set forth in the RS
Agreements, Executive
has previously been awarded certain restricted stock awards (the
"Prior RSA's")
under the LTC Properties, Inc. Amended and Restated 1992 Stock
Option Plan, as
amended on December 2, 1995 and the LTC Properties, Inc. 2004
Restricted Stock
Plan. As of the execution of this Agreement, an aggregate of
fifty-four thousand
nine hundred sixty (54,960) shares of the Prior RSA's remain
subject to certain
restrictions, which restrictions lapse, among other things, with
the passage of
time. The RS Agreements are hereby deemed modified and amended as
of the
Effective Date to provide that (i) no prior existing schedule for
the lapsing of
such restrictions shall have any further force and effect, and (ii)
all
restrictions applicable to such shares shall lapse only and
immediately upon any
termination of Executive's employment by any party, for any reason,
regardless
of whether such termination of employment is with or without Cause
and
regardless of whether such termination of employment is with or
without Good
Reason.
5. Certain Terms Defined. For purposes of this Agreement:
(a) Executive shall be deemed to be "disabled" if a physical or
mental condition shall occur and persist which, in the written
opinion of a
licensed physician selected by the Board of Directors in good
faith, has
rendered Executive unable to perform the duties of Executive
Chairman of the
Board of LTC for a period of sixty (60) days or more and, in the
written opinion
of such physician, the condition will continue for an indefinite
period of time,
rendering Executive unable to return to his duties.
(b) A termination of Executive's employment by LTC shall be
deemed
for "Cause" if, and only if, it is based upon (i) conviction of a
felony; (ii)
material disloyalty to the Company such as embezzlement,
misappropriation of
corporate assets or, except as provided in Section 3 of this
Agreement, breach
of Executive's agreement not to engage in business for another
enterprise of the
type engaged in by the Company; or (iii) the engaging in unethical
or illegal
behavior which is of a public nature, brings LTC into disrepute,
and results in
material damage to the Company. The Company shall have the right to
suspend
Executive, with pay, for a reasonable period to investigate
allegations of
conduct which, if proven, would establish a right to terminate this
Agreement
for Cause, or to permit a felony charge to be tried. Immediately
upon the
conclusion of such temporary period, unless Cause to terminate this
Agreement
has been established, Executive shall be restored to all duties
and
responsibilities as if such suspension had never occurred.
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(c) A resignation by Executive shall not be deemed to be
voluntary
and shall be deemed to be a resignation with "Good Reason" if it is
based upon
(i) a diminution in Executive's title (except as permitted in
Section 6(d) of
this Agreement), duties, or salary; (ii) a material reduction in
benefits; (iii)
a direction by the Board of Directors that Executive report to any
person or
group other than the Board of Directors, or (iv) a geographic
relocation of
Executive's place of work a distance of more than fifty (50) miles
from LTC's
offices located 31365 Oak Crest Drive, Suite 200, Westlake Village,
CA 91361.
Executive's statement that a resignation was based upon one of the
events stated
in this section shall be conclusive and binding for purposes of
this Agreement
if the resignation occurs within twelve (12) months following the
event.
(d) "Affiliate" means the Company's successors, any Person
whose
actions result in a Change in Control or any corporation affiliated
(or which,
as a result of the completion of the transactions causing a Change
in Control
shall become affiliated) with the Company within the meaning of
Section 1504 of
the Code.
(e) "Base Salary" means, as of any date of termination of
employment, the highest base salary of Executive in the then
current fiscal year
or otherwise in effect at any time subsequent to the Effective
Date.
(f) "Beneficial Owner" shall have the meaning given to such term
in
Rule 13d-3 under the Exchange Act.
(g) A "Change in Control" occurs if:
(i) any Person or related group of Persons (other than
Executive
and his Related Persons, the Company or a Person that directly or
indirectly
controls, is controlled by, or is under common control with, the
Company) is or
becomes the Beneficial Owner, directly or indirectly, of securities
of
