EX-10.8 4 exhibit108.htm EXHIBIT 10.8
This CONSULTING AGREEMENT is entered into on the 1st day of April, 2008 (the “Agreement”), between National Health Investors, Inc., a Maryland real estate investment trust ("Company") and W. Andrew Adams, a resident of Tennessee ("Consultant").
WHEREAS, Consultant has acted as the Company’s president and chief executive officer pursuant to the Company’s Advisory, Administrative Services and Facilities Agreement between the Company and Management Advisory Source, LLC, (“MAS”) an entity wholly owned by Consultant;
WHEREAS, the Company terminated the agreement with MAS effective March 31, 2008;
WHEREAS, the Company desires to continue to avail itself of the Consultants experience, sources of information, advice, and assistance and to have the Consultant continue undertake certain duties and responsibilities, on behalf of and subject to the supervision of the Board of Directors of the Company (the “Directors”), during the interim while the Company searches for a new president and chief executive officer for the Company; and
WHEREAS, the Consultant is willing to continue to render such services, subject to the supervision of the Directors, on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration of the promises herein, and other good and valuable consideration, Company and Consultant do hereby agree as follows:
Consultant agrees (i) to provide the Services in good faith and with due care and skill, (ii) to be available at any time as needed by the Company on a flex-time basis, and (iii) to comply with all regulations, laws and Company policies applicable to the services to be performed under this Agreement.
Consultant and the Company agree and understand that Consultant will not be working solely on Company business, but may have other involvements as well. The Company agrees and understands that Consultant will be working on a flexible time basis; provided
however, that Consultant will be accessible to the Company at any time regardless of any other involvements.
This Agreement will commence on April 1, 2008 and shall continue until terminated by either party as herein provided (“Term”). Either party may terminate this Agreement at any time in a written notice of termination given to the other party at least thirty (30) days prior to the effective date of such termination; provided, that the Company may terminate this Agreement at any time for cause. Upon the termination of this Agreement for any reason the Consultant shall cooperate with the Company to provide an orderly management transition.
If to Consultant:
W. Andrew Adams
750 South Church Street, Suite B
The invalidity or unenforceability of any term or provision of this Agreement shall not affect the validity or enforceability of any other term or provision hereof.
IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the date first written above.
NATIONAL HEALTH INVESTORS, INC.
By: _/s/ Robert A. McCabe_____________
_/s/ W. Andrew Adams_________
Title: Robert A. McCabe, Chairman, Audit