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AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Employment Agreement

AMENDED AND RESTATED 

EMPLOYMENT AGREEMENT 
 | Document Parties: NATIONWIDE HEALTH PROPERTIES INC | Douglas M. Pasquale You are currently viewing:
This Employment Agreement involves

NATIONWIDE HEALTH PROPERTIES INC | Douglas M. Pasquale

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Title: AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Governing Law: California     Date: 4/27/2007
Industry: Real Estate Operations     Sector: Services

AMENDED AND RESTATED 

EMPLOYMENT AGREEMENT 
, Parties: nationwide health properties inc , douglas m. pasquale
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Exhibit 10.3

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

(Douglas M. Pasquale)

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into this 23rd day of April, 2007, by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), and Douglas M. Pasquale (the “Executive”).

The Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to enter into this Amended and Restated Employment Agreement with Executive to assure that the Company will continue to have the service and dedication of Executive. Except for any stock unit awards, restricted stock awards, stock appreciation rights awards, performance share awards or other similar equity grants, including Stock Options, this Amended and Restated Employment Agreement contains the entire agreement between the parties with respect to the matters specified herein, and supersedes any prior oral and written employment agreements, understandings and commitments between the Company and Executive, and any severance or employment security policy of the Company which may cover Executive.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

 

I.

Definitions .

(1) “ Cause ” shall mean (a) the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) which is not remedied promptly by Executive after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, or (b) the willful engaging by Executive in illegal conduct as determined by a court of law or gross misconduct, which

 

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is materially and demonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or a committee thereof or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.

(2) “Disability” shall mean the absence of Executive from his duties with the Company on a full-time basis for a period of (a) ninety (90) consecutive calendar days or (b) an aggregate of one hundred fifty (150) or more calendar days in any fiscal year, as a result of mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Executive.

(3) “Effective Date” shall mean January 1, 2007.

(4) “ Employment Period ” shall mean the period commencing on November 1, 2003 and ending on the third anniversary thereof; provided, however, that commencing on December 1, 2003 and on the first day of each month thereafter (the most recent of such dates is hereinafter referred to as the “Renewal Date”), the Employment Period shall be automatically extended so as to terminate on the third anniversary of such Renewal Date, unless the Company or Executive shall give notice to the other that the Employment Period shall not be further extended prior to any such Renewal Date.

(5) “ Stock Options” means only stock options issued pursuant to Nationwide Health Properties, Inc. 1989 Stock Option Plan as Amended and Restated April 20, 2001, and as it may be further amended, or any other stock option plan of the Company approved by the shareholders.

 

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II. Conditions of Employment.

(1) Position and Duties . Executive is to be employed as President and Chief Executive Officer of the Company. During the Employment Period, (a) Executive’s position (including titles), authority, duties and responsibilities shall be at least commensurate with the most significant of those held, exercised and assigned to Executive at any time, and (b) Executive’s services shall be performed at the location where Executive was employed at the commencement of the Employment Period or any office or location within ten (10) miles from such location. During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company, and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for Executive to serve on corporate, civic or charitable boards or committees so long as such activities do not interfere with the performance of Executive’s responsibilities as an employee of the Company in accordance with this Agreement.

(2) Compensation

(a) Base Salary . As of the Effective Date, Executive shall receive an annual salary base salary (the “Annual Base Salary”) of $538,500, payable in twice monthly installments (except if deferred by Executive under a Company-sponsored deferral plan). Executive’s Annual Base Salary shall be reviewed by the Compensation Committee of the Board (the “Committee”) each January during the Employment Period. Any increase in Annual Base Salary approved by the Committee shall not serve to limit or reduce any other obligation to Executive under this Agreement.

(b) Annual Bonus . In addition to Annual Base Salary, Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”), with the specific amount determined by the Committee

 

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based on its assessment of the Company’s and Executive’s performance for the fiscal year. Such Annual Bonus shall range from 0% to 200%, with a target of 100%, of the Annual Base Salary earned by Executive in such fiscal year. In assessing such performance, the Committee shall take into account the growth and income of the Company relative to its annual financial plan, the quality of the Company’s assets, Executive’s performance in terms of implementing the Company’s business strategy, and other considerations deemed by the Committee to be relevant to the current and future success of the Company. The Annual Bonus earned by Executive shall be paid to Executive no later than the 15 th day of the third month following the end of the fiscal year to which the Annual Bonus applies, unless such Annual Bonus is voluntarily deferred by Executive in accordance with a Company sponsored deferral program.

(c) Share–Based Compensation . In addition to Annual Base Salary and Annual Bonus, Executive shall be eligible to receive share-based compensation at least annually in accordance with the Company’s compensation plan.

The specific share-based compensation awards granted to Executive, the specific performance objectives associated with earning the share-based compensation, and any vesting restrictions placed on the share-based compensation shall be determined by the Committee.

(d) Benefit Plans . During the Employment Period, Executive and/or Executive’s beneficiaries, as the case may be, shall participate in and shall receive all benefits under Company-sponsored retirement plans, savings plans, deferral plans, medical plans (including dental, vision and drug prescription plans), life insurance plans, disability plans, and accidental death and travel accident insurance plans provided to Executive as of the Effective Date or as otherwise agreed to by Executive.

(e) Fringe Benefits . During the Employment Period, Executive shall be entitled to annual paid vacation time of five (5) weeks per calendar year. In addition, Executive shall be entitled to receive any fringe benefits or perquisites, or substantial

 

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equivalents thereof, including club memberships, existing or subsequently introduced by the Company during the Employment Period for the President and Chief Executive Officer.

(f) Expenses . Upon presentment of verifiable invoices to the Company’s Controller or Chief Financial Officer (the “Authorized Officer”) and other documentation as may be requested by the Company, and subject to the Company’s expense reimbursement policies, the Company shall reimburse Executive for the reasonable costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement. In addition, the Company shall reimburse Executive for all legal expenses incurred by Executive in the preparation, negotiation and execution of this Agreement.

 

III.

Termination of Employment

(1) Death or Disability . Executive’s employment with the Company shall terminate automatically upon Executive’s death during the Employment Period. In the event of Executive’s Disability during the Employment Period (pursuant to the definition of Disability set forth in Section I (2) of this Agreement), the Company may, at the discretion of the Board, give Executive written notice in accordance with Section IX (2) of this Agreement of its intention to terminate Executive’s employment with the Company. In such event, Executive’s employment with the Company shall terminate effective on the 30 th day after receipt of such notice by Executive (the “Effective Disability Date”), provided that, within the thirty (30) days after such receipt, Executive shall not have returned to full-time performance of his duties; provided that if Executive has returned to full-time performance of his duties, the Company may not terminate Executive due to a Disability until such time limits have again been met.

(2) Cause . The Company may terminate Executive’s employment during the Employment Period for Cause. The termination of employment of Executive shall not be

 

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deemed to be for Cause unless and until there shall have been delivered to Executive a notice that Executive is guilty of the conduct described in Section I (1) specifying the particulars thereof in reasonable detail.

(3) Good Reason . Executive’s employment with the Company may be terminated by Executive during the Employment Period for Good Reason. For purposes of this Agreement, “Good Reason” shall mean (a) without the express written consent of Executive, the assignment to Executive of any duties or any other action by the Board which results in a material diminution in Executive’s position (including titles), authority, duties or responsibilities from those contemplated in Section II (1) of this Agreement, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Board promptly after receipt of notice thereof given by Executive; (b) any failure by the Company to comply with any of the provisions of Section II (2) of this Agreement, other than an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive; (c) a requirement by the Board that the primary business location of Executive be relocated more than ten (10) miles from the location where Executive was employed at the commencement of the Employment Period; (d) any purported termination by the Company of Executive’s employment other than as expressly permitted by this Agreement; or (e) any Change of Control of the Company. “Change of Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A, Regulation 240.14a-101, promulgated under the Securities Exchange Act of 1934 as in effect on the Effective Date or, if Item 6(e) is no longer in effect, any regulation issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 which serves similar purposes; provided that, without limitation, a Change of Control shall be deemed to have occurred if and when (a) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or

 

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becomes a beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities, or (b) individuals who are members of the Board immediately prior to a meeting of the shareholders of the Company involving the election of directors shall not constitute a majority of the Board following such election.

(4) Notice of Termination . Any termination of employment of Executive during the Employment Period by the Company for Cause, or by Executive for Good Reason, shall be communicated to the other party hereto in accordance with Section IX (2) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (a) indicates the specific termination provision in this Agreement relied upon, (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment with the Company under the provision so indicated, and (c) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall not be more than thirty (30) days after giving of such notice). The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, respectively, hereunder or preclude Executive or the Company, respectively, from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

(5) Date of Termination . “Date of Termination” means (a) if Executive’s employment is terminated by the Company for Cause, or by Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (b) if Executive’s employment is terminated by the Company other than for Cause, death or


 
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