EXHIBIT 10.1
EMPLOYMENT AGREEMENT
This Employment
Agreement (the “Agreement”), effective as of June 8,
2007, is by and between LTC Properties, Inc. , a corporation
organized under the laws of the State of Maryland
(“LTC” or the “Company”), and T. Andrew
Stokes (“Executive”) .
NOW THEREFORE, for
good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as
follows:
1.
Appointment, Title and
Duties .
LTC hereby employs Executive to serve as its Vice President,
Marketing and Strategic Planning. In such capacity, Executive
shall report to the Chief Executive Officer of the Company,
and shall have such duties, powers and responsibilities as are
customarily assigned to a Vice President, Marketing and Strategic
Planning of a publicly held corporation, but shall also be
responsible to the Board of Directors and to any committee
thereof. In addition, Executive shall have such other duties
and responsibilities as the Chief Executive Officer may assign him,
with his consent, including serving with the consent or at the
request of the Chief Executive Officer as an officer or on the
board of directors of affiliated corporations.
2.
Term of
Agreement . The term of this Agreement shall
commence as of the date hereof and shall extend such that at each
and every moment of time hereafter the remaining term shall be one
year.
3.
Acceptance of
Position . Executive accepts the position of Vice
President, Marketing and Strategic Planning of LTC, and agrees that
during the term of this Agreement he will faithfully perform his
duties and, except as expressly approved by the Board of Directors
of LTC, will devote substantially all of his business time to the
business and affairs of LTC, and 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, in which event the Board of Directors of LTC must
expressly approve such service pursuant to a Board resolution
maintained in the Company’s minute books. Any
compensation or remuneration which Executive receives in
consideration of his service on the board of directors of other
companies 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.
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 One Hundred Sixty
Thousand Dollars ($160,000) per annum (“Base Salary”),
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 such base salary has been increased.
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(b)
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, and
shall be eligible for bonuses in the discretion of the Board of
Directors.
(c)
Executive shall be
entitled to reasonable vacation time, not less than two (2) weeks
per year.
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 set forth in
Section 1 hereof 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 permitted pursuant to 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;
(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, duties, or
salary; (ii) a reduction in benefits which is not part of an
across-the-board reduction in benefits of all executive personnel;
(iii) a direction by the Board of Directors that Executive
report to any person or group other than the Chief Executive
Officer or the Board of Directors, or (iv) a geographic
relocation of Executive’s place of work a distance for more
than seventy-five (75) miles from LTC’s offices located at
31365 Oak Crest Drive, Suite 200, Westlake Village, CA
91361;
(d)
“Affiliate”
means with respect to any Person, a Person who, directly or
indirectly, through one or more intermediaries, controls, is
controlled by or is under common control, with the Person
specified;
(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 in any
of the last four fiscal years immediately preceding such date of
termination of employment;
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(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
Per
