EXHIBIT 10.3
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), effective as of March
1,
2007, is by and between LTC Properties, Inc., a corporation
organized under the
laws of the State of Maryland ("LTC" or the "Company"), and
Pamela
Shelley-Kessler ("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 Senior Vice President and Chief Financial Officer. 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
Senior Vice President and Chief Financial Officer of a publicly
held
corporation, but shall also be responsible to and report 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 her,
with her 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 Senior
Vice
President and Chief Financial Officer of LTC, and agrees that
during the term of
this Agreement she will faithfully perform her duties and, except
as expressly
approved by the Board of Directors of LTC, will devote
substantially all of her
business time to the business and affairs of LTC, and will not
engage, for her
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 her 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 Ninety Thousand Dollars ($190,000) 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, and expense reimbursement
programs which LTC
makes available to any of its senior executives,; provided,
however, Executive
is not eligible for Health Insurance Benefits, as such term is
defined in each
of the 2007 Amended and Restated Employment Agreement by and
between LTC and
Andre Dimitriadis and the 2007 Amended and Restated Employment
Agreement by and
between LTC and Wendy Simpson, each dated as of February 6,
2007.Executive 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 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 Chief Executive Officer.
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 her 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 and/or
Chief
Financial 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;
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(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;
(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
her Related Persons, the Company or a Person that directly or
ind
