EMPLOYMENT AGREEMENT

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

 

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

 

Third Amendment to Employment Agreement

 

Fourth Amendment to Employment Agreement

 

 

 

 

EXHIBIT 10.3

 

                              EMPLOYMENT AGREEMENT

 

         This Employment Agreement (the "Agreement"), dated as of September 10,

2003 (the "Effective Date"), among Medical Properties Trust, Inc. (the "REIT"),

MPT Operating Partnership, L.P., a Delaware limited partnership (the "Operating

Partnership"), (the REIT and the Operating Partnership being herein referred to

collectively as the "Company"), and Edward K. Aldag, Jr. (the "Executive"):

 

         WHEREAS, the REIT is a limited partner and, through its wholly-owned

limited liability company, Medical Properties Trust, LLC, (the LLC"), is the

sole general partner of the Operating Partnership;

 

         WHEREAS, the Executive has experience in owning and operating companies

which own and lease commercial real estate, including healthcare properties;

 

         WHEREAS, the Executive provided services to the LLC pursuant to that

certain Employment Agreement dated December 6, 2002 (the "Original Agreement")

which Original Agreement has been terminated and certain limited obligations

thereunder have been assumed by the Operating Partnership; and

 

         WHEREAS, the Company desires to employ the Executive and the Executive

desires to accept such employment, upon the terms and conditions hereinafter set

forth.

 

         NOW, THEREFORE, the Company and the Executive, in consideration of the

respective covenants set out below, hereby agree as follows:

 

         1. EMPLOYMENT.

 

                  (a) POSITIONS. The Executive shall be employed by the

Operating Partnership as its President, Chief Executive Officer and Secretary.

The Executive shall also serve as the President, Chief Executive Officer and

Secretary of the REIT as well as the Executive Chairman of the REIT's Board of

Directors (the "Board").

 

                  (b) DUTIES. The Executive's principal employment duties and

responsibilities shall be those duties and responsibilities customary for the

positions of Executive Chairman of the Board, President, Chief Executive

Officer, Secretary and such other executive duties and responsibilities as the

Board shall from time to time reasonably assign to the Executive. The Executive

shall be responsible for and have authority over the day-to-day operational

management of the Company. The Executive shall report directly to the Board. All

other officers of the Company shall report to the Executive or such person(s) as

the Executive may designate from time to time.

 

                  (c) EXTENT OF SERVICES. Except for illnesses and vacation

periods, the Executive shall devote substantially all of his business time and

attention and his good faith reasonable efforts to the performance of his duties

and responsibilities under this Agreement. Notwithstanding the foregoing, the

Executive (i) shall be permitted to

 

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continue to manage, operate and devote time and attention to those companies and

businesses he owned, operated or controlled at the date of this Agreement that

were not transferred to or purchased by the Company or the REIT (collectively

referred to herein as the "Excluded Businesses"), provided that such activities

do not materially detract from Executive's performance of his duties hereunder,

(ii) may make any passive investment where he is not obligated or required to,

and shall not in fact, devote any material managerial efforts, (iii) may

participate in charitable, academic or community activities, and in trade or

professional organizations, and (iv) may hold directorships in other companies

consistent with the Company's conflict of interest policies and corporate

governance guidelines as in effect from time to time.

 

         2. TERM. This Agreement shall be effective as of the Effective Date and

shall continue in full force and effect thereafter for a term of three (3) years

following the Effective Date, and shall be automatically extended for an

additional one (1) year period on each one (1) year anniversary of the Effective

Date, including an anniversary that occurs within the initial three (3) year

term (the last day of each such one (1) year period ending on an anniversary of

the Effective Date is referred to herein as a "Term Date"), unless either party

gives notice of non-renewal not later than sixty (60) days prior to a Term Date

by providing written notice to the other party of such party's intent not to

renew (in which case the Agreement shall not be so automatically extended for

such additional one (1) year period and shall terminate at the conclusion of the

remaining unextended Term), or it is sooner terminated pursuant to Section 7.

For purposes of this Agreement, "Term" shall mean the actual duration of the

Executive's employment hereunder, taking into account any extensions pursuant to

this Section 2 or early termination of employment pursuant to Section 7, but for

purposes of compensation and benefits payable pursuant to Sections 3 through 6

hereof the Term shall be deemed to commence as of August 1, 2003.

 

         3. BASE SALARY. The Company shall pay the Executive a Base Salary that

shall be payable in periodic installments according to the Company's normal

payroll practices, but no less frequently than monthly. The initial Base Salary

shall be $350,000 per year. The Board or its compensation committee (the

"Compensation Committee") shall review the Base Salary at least once a year to

determine whether and to what extent the Base Salary should be increased,

effective January 1 of any year during the Term; provided, however, that on

January 1, 2005, the Base Salary shall be not less than $367,500 and on each

January 1 thereafter during the Term, the Base Salary shall be increased at a

minimum by a positive amount equal to the Base Salary in effect on January 1 of

the prior year multiplied by the percentage increase in the Consumer Price Index

for such year. The amount of the increase shall be determined before March 31 of

each year and shall be retroactive to January 1 of such year. The Base Salary,

including any increases, shall not be decreased during the Term. For purposes of

this Agreement, the term "Base Salary" shall mean the amount established and

adjusted from time to time pursuant to this Section 3.

 

         4. INCENTIVE AWARDS: ANNUAL INCENTIVE BONUS. The Executive shall be

entitled to receive an annual cash incentive bonus for each fiscal year during

the

 

 

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Term of this Agreement consistent with such bonus policy as may be adopted

by the Board of Directors or its Compensation Committee ("Bonus Policy") in an

amount of not less than 40% of the Executive's Base Salary (the "Minimum Bonus")

or more than 100% of the Executive's Base Salary unless in the opinion of the

Compensation Committee, the Executive deserves a higher amount (the "Maximum

Bonus"). If the Executive or the Company, as the case may be, satisfies the

performance criteria contained in such Bonus Policy for a fiscal year, he shall

receive an annual incentive bonus (the "Incentive Bonus"), consistent with the

provisions relating to Minimum Bonus and the Maximum Bonus in an amount

determined by the Compensation Committee and subject to ratification by the

Board, if required. If the Executive or the Company, as the case may be, fails

to satisfy the performance criteria contained in such Bonus Policy for a fiscal

year, the Compensation Committee may determine whether any Incentive Bonus shall

be payable to Executive for that year other than the Minimum Bonus, subject to

ratification by the Board, if required. Beginning January 1, 2004, the Bonus

Policy shall contain both individual and group goals.

 

         5. STOCK BASED AWARDS. The REIT has established the 2004 Equity

Incentive Plan ("Equity Incentive Plan") which provides for the grants of

options to acquire shares of the Company's $ .001 par value common stock (the

"Common Shares"), awards of restricted Common Shares and awards of stock

appreciation rights and performance units. Effective upon the consummation of

the private placement offering or initial public offering, whichever occurs

first, the Company has reserved for issuance to the Company's executive officers

and other employees two and six-tenths percent (2.6%) of the outstanding Common

Shares on a fully-diluted basis for awards of restricted Common Shares

("Restricted Share Grants"). The Executive shall be eligible to receive

Restricted Share Grants as approved by the Compensation Committee, and if the

Compensation Committee approves Restricted Share Grants to executives of the

Company, then, as appropriate in the context, the Executive will receive

Restricted Share Grants consistent with, and appropriate in respect of, his

position as Chief Executive Officer. Restricted Share Grants awarded to the

Executive shall be subject to vesting at the rate of 8.33% of the underlying

Common Shares on the last day of each fiscal quarter thereafter until fully

vested; provided, however, that the Executive will be 100% vested and all

restrictions will lapse upon (i) a Change of Control (as defined herein), (ii) a

termination by the Company without Cause (as defined herein), (iii) a

termination by the Executive for Good Reason (as defined herein), (iv) his

death, or (v) his becoming Permanently Disabled (as defined herein). The

Executive will forfeit all unvested Restricted Share Grants if he is terminated

for Cause or he terminates for other than Good Reason. The Common Shares issued

as Restricted Share Grants will have voting and dividend rights, and, following

the restriction period, shall be registered and fully transferable by the

Executive.

 

         6. BENEFITS.

 

                  (a) VACATION. The Executive shall be entitled to six (6) weeks

of vacation per full calendar year. Any unused vacation time shall accrue

through the end of the first quarter of the following year.

 

 

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                  (b) SICK AND PERSONAL DAYS. The Executive shall be entitled to

sick and personal days on an as needed basis.

 

                  (c) EMPLOYEE BENEFITS.

 

                           (i) PARTICIPATION IN EMPLOYEE BENEFIT PLANS. The

Executive and his spouse and eligible dependents, if any, and their respective

designated beneficiaries where applicable, will be eligible for and entitled to

participate, at the Company's expense, in any Company sponsored employee benefit

plans, including but not limited to benefits such as group health, dental,

accident, disability insurance and group life insurance as such benefits may be

offered from time to time, on a basis no less favorable than that applicable to

any other executive of the Company. In addition, Executive shall be entitled to

participate, on the same basis as other Executives of the Company, in any 401(k)

or other retirement plan sponsored by the Company.

 

                           (ii) DISABILITY INSURANCE. The Company shall

maintain, at its cost, supplemental renewable long-term disability insurance

with such terms as agreed to by the Company and the Executive.

 

                  (d) OTHER BENEFITS.

 

                           (i) ANNUAL PHYSICAL. The Company shall provide, at

its costs, a medical examination for the Executive on an annual basis by a

licensed physician selected by the Executive.

 

                           (ii) CAR ALLOWANCE. In lieu of mileage reimbursement

and repairs and maintenance expense, the Company shall pay Executive a monthly

car allowance of $1,000.

 

                           (iii) TAX PREPARATION AND FINANCIAL PLANNING. The

Company shall pay or promptly reimburse the Executive for costs incurred by him

in connection with tax preparation and financial planning assistance, to be

furnished by such advisors, including, but not limited to, auditors and

attorneys, as chosen by the Executive, up to a maximum aggregate of $25,000

annually. The amount shall be paid by the Company promptly upon presentation by

the Executive of copies of any bills due to such tax and financial planning

advisors. The amount paid by the Company shall be imputed as income to the

Executive, and the Company will pay to the Executive such additional amount as

necessary to pay any federal, state or local tax liability with respect to such

imputed income and the payment of such additional amount.

 

                           (iv) DIRECTORS AND OFFICERS INSURANCE. During the

Term and during the five (5) year period following the effective date of his

termination of employment, the Executive shall be entitled to director and

officer insurance coverage for his acts and omissions while an officer and

director of the Company on a basis no less

 

 

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favorable to him than the coverage provided to any other then current officers

and directors.

 

                           (v) LIFE INSURANCE. The Company will pay the

Executive an amount of up to $20,000 per year for life insurance policies for

his benefit and beneficiaries of his choosing. Such amount shall increase on

January 1st of each year under the term hereof by multiplying by the percentage

increase in the Consumer Price Index for such year. The amount shall be paid by

the Company promptly upon presentation by the Executive of copies of the premium

notices. The amount paid by the Company shall be imputed as income to the

Executive, and the Company will pay to the Executive such additional amount as

necessary to pay any federal, state or local tax liability with respect to such

imputed income and the payment of such additional amount (the "Executive Life

Insurance Program").

 

                           (vi) EXPENSES, OFFICE AND SECRETARIAL SUPPORT. The

Executive shall be entitled to reimbursement of all reasonable expenses, in

accordance with the Company's policy as in effect from time to time and on a

basis no less favorable than that applicable to any other executive of the

Company, including, without limitation, telephone, travel and entertainment

expenses incurred by the Executive in connection with the business of the

Company, promptly upon the presentation by the Executive of appropriate

documentation. The Executive shall also be entitled to appropriate office space,

administrative support, and such other facilities and services as are suitable

to the Executive's positions and adequate for the performance of the Executive's

duties.

 

         7. TERMINATION. The employment of the Executive by the Company pursuant

to this Agreement shall terminate upon the occurrence of any of the following:

 

                  (a) DEATH OR PERMANENT DISABILITY. Immediately upon death or a

determination of Permanent Disability of the Executive. As used in this

Agreement, "Permanent Disability" shall mean an inability due to a physical or

mental impairment to perform the material services contemplated under this

Agreement for a period of six (6) months, whether or not consecutive, during any

365-day period. A determination of Permanent Disability shall be made by a

physician satisfactory to both the Executive and the Company, provided that if

the Executive and the Company do not agree on a physician, the Executive and the

Company shall each select a physician and these two together shall select a

third physician, whose determination as to Permanent Disability shall be binding

on all parties. The appointment of one or more individuals to carry out the

offices or duties of the Executive during a period of the Executive's inability

to perform such duties and pending a determination of Permanent Disability shall

not be considered a breach of this Agreement by the Company.

 

                  (b) FOR CAUSE. At the election of the Company and subject to

the provisions of this Section 7(b), immediately upon written notice by the

Company to the Executive of his termination for Cause. For purposes of this

Agreement, "Cause" for termination shall be deemed to exist solely in the event

of (i) the conviction of the Executive of, or the entry of a plea of guilty or

nolo contendere by the Executive to, a

 

 

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felony (exclusive of any felony relating to negligent operation of a motor

vehicle and also exclusive of a conviction, plea of guilty or nolo contendere

arising solely under a statutory provision imposing criminal liability upon the

Executive on a per se basis due to the Company offices held by the Executive, so

long as any act or omission of the Executive with respect to such matter was not

taken or omitted in contravention of any applicable policy or directive of the

Board), (ii) a willful breach of his duty of loyalty which is materially

detrimental to the Company, (iii) a willful failure to materially perform or

materially adhere to explicitly stated duties that are consistent with the terms

of this Agreement, or the Company's reasonable and customary guidelines of

employment or reasonable and customary corporate governance guidelines or

policies, including, without limitation, any business code of ethics adopted by

the Board, or to follow the lawful directives of the Board (provided such

directives are consistent with the terms of this Agreement), which, in any such

case, continues for thirty (30) days after written notice from the Board to the

Executive, or (iv) gross negligence or willful misconduct in the material

performance of the Executive's duties. For purposes of this Section 7(b), no

act, or failure to act, on the Executive's part will be deemed "gross

negligence" or "willful misconduct" unless done, or omitted to be done, by the

Executive not in good faith and without a reasonable belief that the Executive's

act, or failure to act, was in the best interest of the Company.

 

                  (c) WITHOUT CAUSE; WITHOUT GOOD REASON. At the election of the

Company, without Cause, and at the election of the Executive, without Good

Reason, in either case upon thirty (30) days prior written notice to the

Executive or the Company, as the case may be.

 

                  (d) FOR GOOD REASON. At the election of the Executive, for

Good Reason. For purposes of this Agreement, "Good Reason" shall mean any of the

following actions or omissions, provided the Executive notifies the Company of

his determination that Good Reason exists within sixty (60) days of the action

or omission on which such determination is based:

 

                           (i) removal from the Board, except for "cause", as

such term is defined in the Company's Charter, or the failure to be nominated or

elected to the Board,

 

                           (ii) failure of this Agreement to be automatically

renewed, on at least comparable terms, as a result of the Company giving notice

pursuant to Section 2,

 

                           (iii) a material reduction of the Executive's duties,

responsibilities or reporting requirements, or the assignment to the Executive

of any duties, responsibilities, or reporting requirements that are inconsistent

with his positions as President, Chief Executive Officer, Executive Chairman of

the Board or Secretary, as the case may be,

 

                           (iv) the Company's failure to maintain a Bonus Policy

consistent with Section 4 hereof or continue in effect the Equity Incentive

Plan, unless comparable

 

 

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alternative compensation arrangements (embodied in ongoing substitute or

alternative plans) have been provided to the reasonable satisfaction of the

Executive,

 

                           (v) a reduction or loss of employee benefits or

material fringe benefits, both in terms of the amount of the benefit and the

level of the Executive's participation therein, enjoyed by the Executive under

the employee benefit and welfare plans of the Company, including, without

limitation, such benefits as group health, dental, 401(k), accident, disability

insurance, or group life insurance, that is caused by the Company except as is

required by applicable law,

 

                           (vi) absent the Executive's prior written consent,

the requirement by the Company that the principal place of business at which the

Executive performs his duties be changed to a location that is outside of a 100

mile radius of Birmingham, Alabama, or

 

                           (vii) a breach by the Company of any provision of

this Agreement that continues for a period of thirty (30) days after Executive

provides written notice to the Company of such breach.

 

         8. EFFECTS OF TERMINATION.

 

                  (a) TERMINATION ON PERMANENT DISABILITY; BY THE COMPANY

WITHOUT CAUSE; BY THE EXECUTIVE FOR GOOD REASON. If the employment of the

Executive should terminate by reason of his becoming Permanently Disabled, a

termination by the Company for any reason other than Cause, or by the Executive

for Good Reason, then the Company shall pay all compensation and benefits for

the Executive as follows:

 

                           (i) any Base Salary, Incentive Bonus, expense

reimbursements and all other compensation related payments that are payable as

of the effective date of the termination of his employment that are related to

the period of his employment preceding the effective date of the termination of

his employment, including pay in lieu of accrued, but unused, vacation,

 

                           (ii) the prorated amount of the Incentive Bonus for

the year in which the termination of employment occurs, pro rated for the

portion of such year during which the Executive was employed prior to the

effective date of the termination of his employment, and

 

                           (iii) an amount equal to the sum of (A) the product

of (1) the sum of (X) the Executive's Base Salary as of the effective date of

termination of his employment, and (Y) the highest cash bonus received by the

Executive pursuant to Section 4 hereof during the term hereof, multiplied by (2)

three (3), plus (B) an amount equal to the federal, state and local taxes on the

amount paid pursuant to clause (A).

 

 

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                  The sum of the amount payable under subsections (ii) and (iii)

hereof is referred to herein as his "Severance Payment".

 

                           (iv) The Severance Payment shall be made in a single,

lump sum cash payment no later than thirty (30) days after the effective date of

the termination of the Executive's employment. Such Severance Payment shall be

reduced, in the case of a termination due to Permanent Disability, by the

present value of the amount of disability proceeds to be received by Executive

under the long term disability insurance policy carried by the Company.

 

                           (v) The Company shall allow the Executive and his

spouse and dependants to continue to participate until the earlier of: (i) the

Executive reaching the age of sixty-five (65); or (ii) until such time as the

Executive obtains full-time employment with an entity not affiliated with the

Executive that provides comparable benefits, in any and all of the employee

benefit and welfare plans and programs of the Company, excluding any 401(k)

plan, but specifically including the Company's health insurance plan, in which

the Executive was entitled to participate immediately prior to his termination,

to the same extent and upon the same terms as the Executive participated in such

plans prior to his termination, provided that the Executive's continued

participation is permissible or otherwise practicable under the general terms

and provisions of such benefit plans and programs. The Company shall pay for the

Executive's continued participation in director's and officers insurance. The

cost of participation in all other such employee benefit and welfare plans

(other than the 401(k) plan) shall be borne by the Company for five (5) years

and then shall be at the Executive's expense. To the extent that continued

participation is neither permissible nor practicable, the Company shall take

such actions as may be necessary to provide the Executive, his spouse, and his

dependants with substantially comparable benefits (without additional cost to

the Executive, including any additional taxes) outside the scope of such plans

including, without limitation, reimbursing the Executive for his costs in

obtaining such coverage, such as COBRA premiums paid by the Executive and/or his

eligible dependents for five (5) years. If the Executive engages in regular

employment after his termination of employment (whether as an executive or as a

self-employed person, but excluding his management or operation of the Excluded

Businesses), any employee benefit and welfare benefits received by the Executive

in consideration of such employment which are similar in nature to the employee

benefit and welfare benefits provided by the Company will relieve the Company of

its obligation under this Section 8(a)(v) to provide comparable benefits to the

extent of the benefits so received.

 

                           (vi) The Executive's stock options awarded under the

Equity Incentive Plan (or any other or successor plan) shall immediately become

100% vested and he shall have whatever remaining period under the options

following the effective date of his termination of employment in which to

exercise his vested stock options, including those stock options that vested

upon his termination of employment.

 

 

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                           (vii) The Executive's restricted Common Shares

awarded under the Equity Incentive Plan (or any other or successor plan) shall

immediately become 100% vested and all restrictions shall lapse.

 

                           (viii) The Executive Life Insurance Program shall be

paid by the Company for five (5) years following the effective date of his

termination.

 

                  (b) TERMINATION ON DEATH. Upon a termination of employment due

to the Executive's death, the Executive shall become 100% vested in his stock

options and restricted Common Shares awarded under the Equity Incentive Plan.

The Executive's personal representative shall have whatever remaining period

under the options following the Executive's death in which to exercise his

vested stock options, including those stock options that vested on death. The

Company shall pay to the Executive's personal representative any Base Salary,

Incentive Bonus, expense reimbursements and all other compensation related

payments that are payable as of his date of death and that are related to his

period of employment preceding his date of death. Within sixty (60) days after

the Executive's death, the Company shall pay to the Executive's personal

representative the prorated amount of the Incentive Bonus for the year in which

the Executive's death occurs, prorated for the portion of the year during which

the Executive was employed prior to his death. The Executive's spouse and each

of his dependants shall be covered under the Company's health insurance program

until the earlier to occur of (i) such spouse or dependent reaching the age of

sixty-five (65) or (ii) such spouse or dependant obtaining full-time employment

with an entity not affiliated with the Executive that provides comparable

benefits. The Company shall pay for such coverage for five (5) years following

the death of the Executive after that, the Executive's spouse or dependants

shall pay for such coverage.

 

                  (c) BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE WITHOUT GOOD

REASON. In the event that the Executive's employment is terminated by the

Company for Cause or by the Executive without Good Reason, the Company shall pay

the Executive his Base Salary, Incentive Bonus, expense reimbursements and all

other compensation related payments that are payable as of his termination of

employment date and that are related to his period of employment preceding his

termination date. The Executive shall be entitled to exercise his vested stock

options, determined as of his termination date, pursuant to the terms of the

option grant. All unvested options and unvested restricted Common Shares shall

be forfeited on his termination date. The Executive shall also be entitled to

all benefits accrued and vested under any employee benefit plan of the Company.

The Executive, the Executive's spouse and each of his dependants shall be

allowed to be covered by the Company's health insurance plan, at the Executive's

cost, until the Executive reaches the age of sixty-five (65) or until such time

as the Executive, or such spouse or dependant, obtains full-time employment,

whichever period is shorter.

 

                  (d) TERMINATION OF AUTHORITY. Immediately upon the Executive

terminating or being terminated from his employment with the Company for any

reason, notwithstanding anything else appearing in this Agreement or otherwise,

the Executive

 

 

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will stop serving the functions of his terminated or expired positions, and

shall be without any of the authority or responsibility for such positions. On

request of the Board at any time following his termination of employment for any

reason, the Executive shall resign from the Board if then a member.

 

         9. CHANGE OF CONTROL.

 

                  (a) CHANGE OF CONTROL. For purposes of this Agreement, a

"Change of Control" will be deemed to have taken place upon the occurrence of

any of the following events:

 

                           (i) any person, entity or affiliated group, excluding

the REIT or any employee benefit plan of the REIT, acquiring more than 50% of

the then outstanding voting shares of the REIT,

 

                           (ii) the consummation of any merger or consolidation

of the REIT into another company, such that the holders of the voting shares of

the REIT immediately prior to such merger or consolidation own less than 50% of

the voting power of the securities of the surviving company or the parent of

such surviving company, or

 

                           (iii) the complete liquidation of the REIT or the

sale or disposition of all or substantially all of the REIT's assets, such that

after the transaction, the holders of the voting shares of the REIT immediately

prior to the transaction own less than 50% of the voting securities of the

acquiror or the parent of the acquiror.

 

                  (b) CERTAIN BENEFITS UPON A CHANGE OF CONTROL. In the event of

a Change of Control, the Executive shall become 100% vested in the stock options

and restricted Common Shares awarded under the Equity Incentive Plan (or any

other or successor plan) and, if the Executive voluntarily terminates his

employment without Good Reason after the Change of Control, then the Executive

shall have whatever remaining period under the options following the Change of

Control in which to exercise his vested stock options, including those stock

options that vested upon the Change of Control. In addition, if the Executive's

employment with the Company is terminated by the Company for Cause or by the

Executive without Good Reason in connection with a Change of Control, the

Executive shall receive (in addition to the applicable benefits described in

Section 8 hereof) a lump sum payment equal to the largest cash compensation from

the Company for any twelve (12) month period during the Executive's tenure with

the Company, multiplied by three (3).

 

                  (c) EXCISE TAX.

 

                           (i) In the event that any payment or benefit received

or to be received by the Executive in connection with a termination of the

Executive's employment (whether pursuant to the terms of this Agreement or any

other plan, arrangement or agreement with the Company, any person whose actions

result in a change in control or any person affiliated with the Company or such

person) (all such

 

 

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payments and benefits being hereinafter called "Total Payments"), such that the

Executive will be subject (in whole or in part) to the excise tax imposed under

Code Section 4999 ("Excise Tax") on such payments and benefits, then the Company

shall pay to the Executive an additional amount (the "Gross-Up Payment") such

that the net amount retained by the Executive, after deduction of the Excise Tax

and any federal, state and local tax on the Gross-Up Payment, will be equal to

the Total Payments. For purposes of determining the amount of the Gross-Up

Payment, the Executive shall be deemed to pay federal income taxes at the

highest marginal rate of federal income taxation in the calendar year in which

the Gross-Up Payment is to be made and state and local income taxes at the

highest marginal rate of taxation in the state and locality of the Executive's

residence on such date, net of the maximum deduction in federal income taxes

which could be obtained from deduction of such state and local taxes.

 

                           (ii) The Executive or the Company may request, prior

to the time any payments under this Agreement are made, a determination of

whether any or all of the Total Payments will be subject to the Excise Tax and,

if so, the amount of such Excise Tax and the federal, state and local tax

imposed on the Gross-Up Payment. If such a determination is requested, it shall

be made promptly, at the Company's expense, by tax counsel selected by the

Executive and approved by the Company (with such approval not being unreasonably

withheld), and such determination shall be conclusive and binding on both

parties. The Company agrees to provide any information reasonably requested by

such tax counsel. Tax counsel may engage accountants or other experts, at the

Company's expense, to the extent deemed necessary or advisable for them to reach

a determination. For these purposes, the term "tax counsel" shall mean a law

firm with expertise in federal income tax matters.

 

                           (iii) In the event that the Excise Tax is

subsequently determined to be less than the amount taken into account hereunder,

the Executive will repay to the Company, at the time that the amount of such

reduction in Excise Tax is finally determined, the portion of the Gross-Up

Payment attributable to such reduction plus that portion of the Gross-Up Payment

attributable to the Excise Tax and federal, state and local income tax imposed

on the Gross-Up Payment, without any interest thereon. In the event that the

Excise Tax is determined to exceed the amount taken into account hereunder, the

Company will make an additional Gross-Up Payment in respect of such excess and

in respect of any portion of the Excise Tax with respect to which the Company

had not previously made a Gross-Up Payment (plus any interest, penalties or

additions payable by the Executive with respect to such excess and such portion)

at the time that the amount of such excess is finally determined, without any

interest thereon.

 

                           (iv) Each party agrees to notify the other party, in

writing, of any claim that, if successful, would require the payment by the

Company of a Gross-Up Payment or might entitle the Company to a refund of all or

part of any previous Gross-Up Payment. Such notification shall be given as soon

as practicable but no later than ten (10) business days after the Executive or

Company is informed in writing of such claim or otherwise becomes aware of such

claim. If notice of the claim arose as a result of a claim made against the

Executive by a taxing authority, Executive shall not pay such claim

 

 

                                       11

<PAGE>

 

prior to the expiration of the thirty (30) day period following the date on

which he gives notice to the Company. If the Company notifies the Executive in

writing prior to the expiration of such period that it desires to contest such

claim, the Executive shall: (A) give the Company any information reasonably

requested by the Company relating to such claim, (B) take such action in

connection with contesting such claim as the Company shall reasonably request in

writing from time to time, including, without limitation, accepting legal

representation with respect to such claim by an attorney selected by the

Executive and approved by the Company (with such approval not being unreasonably

withheld), (C) cooperate with the Company in good faith in order to effectively

contest such claim, and (D) permit the Company to reasonably participate in any

proceedings relating to such claim. The Company shall bear and pay directly all

costs and expenses (including legal fees and additional interest and penalties)

incurred in connection with such contest and shall indemnify and hold the

Executive harmless, on an after-tax basis, for any Excise Tax (including

interest and penalties with respect thereto) imposed as a result of such

representation and payment of costs and expenses.

 

                           (v) Notwithstanding the foregoing, the Company shall

control all audits and proceedings taken in connection with any claim, audit or

proceeding involving Excise Taxes or Gross-Up Payments and, at its sole option,

may pursue or forego any and all administrative appeals, proceedings, hearings

and conferences with the taxing authority in respect of any such claim, audit or

proceeding and may, at its sole option, either direct the Executive to pay the

tax claimed and sue for a refund or contest the tax in any permissible manner,

and the Executive agrees to prosecute such contest to a determination before any

administrative tribunal, in a court of initial jurisdiction and in one or more

appellate courts, as the Company shall determine; provided, however, that if the

Company directs the Executive to pay such tax and sue for a refund, the Company

shall advance the amount of such payment to the Executive, (including interest

or penalties with respect thereto) and shall indemnify and hold the Executive

harmless, on an after-tax basis, for any Excise Tax or income tax (including

interest or penalties with respect thereto) imposed with respect to such advance

or with respect to any imputed income with respect to such advance. The Company

shall be required to consult with and keep the Executive fully apprised of

developments and actions being considered or taken with respect to such claim,

audit or proceeding. The Company's control of the contest shall be limited to

issues with respect to which such a Gross-Up Payment would be payable or

refundable hereunder and the Executive shall be entitled to settle or contest,

as the case may be, any other issue. Each party agrees to keep the other party

fully apprised of developments concerning such claim, audit or proceeding and to

cooperate with the other in good faith in order to effectively resolve such

claim, audit or proceeding.

 

                           (vi) For purposes of this Subsection (c), a

determination of whether a payment is subject to Excise Taxes, including but not

limited to, a determination of Change in Control, shall be made pursuant to Code

Section 280G.

 

         10. CONFIDENTIAL INFORMATION. The Executive recognizes and acknowledges

that certain assets of the Company constitute Confidential Information. The term

"Confidential Information" as used in this Agreement shall mean all

 

 

                                       12

<PAGE>

 

information which is known only to the Executive or the Company, other employees

of the Company, or others in a confidential relationship with the Company, and

relating to the Company's business including, without limitation, information

regarding clients, customers, pricing policies, methods of operation,

proprietary Company programs, sales products, profits, costs, markets, key

personnel, formulae, product applications, technical processes, and trade

secrets, as such information may exist from time to time, which the Executive

acquired or obtained by virtue of work performed for the Company, or which the

Executive may acquire or may have acquired knowledge of during the performance

of said work. The Executive shall not, during Term and for a period of three (3)

years thereafter disclose all or any part of the Confidential Information to any

person, firm, corporation, association, or any other entity for any reason or

purpose whatsoever, directly or indirectly, except as may be required pursuant

to his employment hereunder, or as otherwise required by law, unless and until

such Confidential Information becomes publicly available other than as a

consequence of the breach by the Executive of his confidentiality obligations

hereunder by law or in any judicial or administrative proceeding (in which case,

the Executive shall provide the Company with notice). In the event of the

termination of his employment, whether voluntary or involuntary and whether by

the Company or the Executive, the Executive shall deliver to the Company all

documents and data pertaining to the Confidential Information and shall not

retain any documents or data of any kind or any reproductions (in whole or in

part) or extracts of any items relating to the Confidential Information. The

Company acknowledges that prior to his employment with the Company, the

Executive has lawfully acquired extensive knowledge of the industries and

businesses in which the Company engages in business, and that the provisions of

this Section 10 are not intended to restrict the Executive's use of such

previously acquired knowledge.

 

         In the event that the Executive receives a request or is required (by

deposition, interrogatory, request for documents, subpoena, civil investigative

demand or similar process) to disclose all or any part of the Confidential

Information, the Executive agrees to (a) promptly notify the Company in writing

of the existence, terms and circumstances surrounding such request or

requirement, (b) consult with the Company on the advisability of taking legally

available steps to resist or narrow such request or requirement, and (c) assist

the Company in seeking a protective order or other appropriate remedy. In the

event that such protective order or other remedy is not obtained or that the

Company waives compliance with the provisions hereof the Executive shall not be

liable for such disclosure unless disclosure to any such tribunal was caused by

or resulted from a previous disclosure by the Executive not permitted by this

Agreement.

 

         11. NON-COMPETITION AND NONSOLICITATION. During the Term and for a

period of eighteen (18) calendar months after the termination of the Executive's

employment (the "Non-Compete Period"), the Executive shall not, directly or

indirectly, either as a principal, agent, employee, employer, stockholder,

partner or in any other capacity whatsoever: (a) engage or assist others

engaged, in whole or in part, in any business which is engaged in a business or

enterprise involving the ownership, leasing or management of healthcare real

estate (it being understood that engaging in the activity of operating a

healthcare operating company which owns its own healthcare real estate is

 

 

                                       13

<PAGE>

 

not so prohibited), or (b) without the prior consent of the Board, solicit the

employment of, or assist others in soliciting the employment of, any individual

employed by the Company (other than the Executive's personal assistant or

Executive's secretary) at any time while the Executive was also so employed;

provided, however, that the provisions of this Section 11 shall not apply in the

event the termination is by the Company without Cause or by the Executive for

Good Reason.

 

         Nothing in this Section 11 shall impede, restrict or otherwise

interfere with Executive's management and operation of the Excluded Businesses.

Further nothing in this Section 11 shall prohibit Executive from making any

passive investment in a public company, where he is the owner of five percent

(5%) or less of the issued and outstanding voting securities of any entity,

provided such ownership does not result in his being obligated or required to

devote any managerial efforts.

 

         The Executive agrees that the restraints imposed upon him pursuant to

this Section 11 are necessary for the reasonable and proper protection of the

Company and its subsidiaries and affiliates, and that each and every one of the

restraints is reasonable in respect to subject matter, length of time and

geographic area. The parties further agree that, in the event that any provision

of this Section 11 shall be determined by any court of competent jurisdiction to

be unenforceable by reason of its being extended over too great a time, too

large a geographic area or too great a range of activities, such provision shall

be deemed to be modified to permit its enforcement to the maximum extent

permitted by law.

 

         12. INTELLECTUAL PROPERTY. During the Term, the Executive shall

promptly disclose to the Company or any successor or assign, and grant to the

Company and its successors and assigns without any separate remuneration or

compensation other than that received by him in the course of his employment,

his entire right, title and interest in and to any and all inventions,

developments, discoveries, models, or any other intellectual property of any

type or nature whatsoever ("Intellectual Property"), whether developed by him

during or after business hours, or alone or in connection with others, that is

in any way related to the business of the Company, its successors or assigns.

This provision shall not apply to books or articles authored by the Executive

during non-work hours, consistent with his obligations under this Agreement, so

long as such books or articles (a) are not funded in whole or in part by the

Company, and (b) do not contain any confidential Information or Intellectual

Property of the Company. The Executive agrees, at the Company's expense, to take

all steps necessary or proper to vest title to all such Intellectual Property in

the Company, and cooperate fully and assist the Company in any litigation or

other proceedings involving any such Intellectual Property.

 

         13. DISPUTES.

 

                  (a) EQUITABLE RELIEF. The Executive acknowledges and agrees

that upon any breach by the Executive of his obligations under Sections 10, 11,

or 12 hereof, the Company will have no adequate remedy at law, and accordingly

will be entitled to specific performance and other appropriate injunctive and

equitable relief.

 

 

                                       14

<PAGE>

 

                  (b) LEGAL FEES. The Company shall pay or promptly reimburse

the Executive for the reasonable legal fees and expenses incurred by the

Executive in successfully enforcing or defending any right of the Executive

pursuant to this Agreement even if the Executive does not prevail on each issue.

 

         14. INDEMNIFICATION. The Company shall indemnify the Executive, to the

maximum extent permitted by applicable law, against all costs, charges and

expenses incurred or sustained by the Executive, including the cost of legal

counsel selected and retained by the Executive in connection with any action,

suit or proceeding to which the Executive may be made a party by reason of the

Executive being or having been an officer, director, or employee of the Company.

 

         15. COOPERATION IN FUTURE MATTERS. The Executive hereby agrees that for

a period of eighteen (18) months following his termination of employment he

shall cooperate with the Company's reasonable requests relating to matters that

pertain to the Executive's employment by the Company, including, without

limitation, providing information or limited consultation as to such matters,

participating in legal proceedings, investigations or audits on behalf of the

Company, or otherwise making himself reasonably available to the Company for

other related purposes. Any such cooperation shall be performed at scheduled

times taking into consideration the Executive's other commitments, and the

Executive shall be compensated at a reasonable hourly or per diem rate to be

agreed upon by the parties to the extent such cooperation is required on more

than an occasional and limited basis. The Executive shall not be required to

perform such cooperation to the extent it conflicts with any requirements of

exclusivity of services for another employer or otherwise, nor in any manner

that in the good faith belief of the Executive would conflict with his rights

under or ability to enforce this Agreement.

 

         16. PAYMENTS UNDER ORIGINAL AGREEMENT. The parties acknowledge that the

Executive is owed Thirty Five Thousand Seven Hundred Ten and 96/100 Dollars

($35,710.96) of expense reimbursement under the Original Agreement, which

obligation has been assumed by the Operating Partnership. The Company shall pay

said sum to the Executive contemporaneously with the closing of its private

placement offering or initial public offering, whichever occurs first.

 

         17. GENERAL.

 

                  (a) NOTICES. All notices and other communications hereunder

shall be in writing or by written telecommunication, and shall be deemed to have

been duly given if delivered personally or if sent by overnight courier or by

certified mail, return receipt requested, postage prepaid or sent by written

telecommunication or telecopy, to the relevant address set forth below, or to

such other address as the recipient of such notice or communication shall have

specified in writing to the other party hereto, in accordance with this Section

17(a).

 

 

                                       15

<PAGE>

 

         If to the Company, to:

 

                             1000 Urban Center Drive

                                    Suite 501

                            Birmingham, Alabama 35242

 

         If to Executive, at his last residence shown on the records of the

Company.

 

Any such notice shall be effective (i) if delivered personally, when

received,(ii) if sent by overnight courier, when receipted for, (iii) if mailed,

five (5)days after being mailed, and (iv) on confirmed receipt if sent by

written telecommunication or telecopy, provided a copy of such communication is

sent by regular mail, as described above.

 

                  (b) SEVERABILITY. If any provision of this Agreement is or

becomes invalid, illegal or unenforceable in any respect under any law, the

validity, legality and enforceability of the remaining provisions hereof shall

not in any way be affected or impaired.

 

                  (c) WAIVERS. No delay or omission by either party hereto in

exercising any right, power or privilege hereunder shall impair such right,

power or privilege, nor shall any single or partial exercise of any such right,

power or privilege preclude any further exercise thereof or the exercise of any

other right, power or privilege.

 

                  (d) COUNTERPARTS. This Agreement may be executed in multiple

counterparts, each of which shall be deemed an original, but all of which

together shall constitute one and the same instrument. In making proof of this

Agreement, it shall not be necessary to produce or account for more than one

such counterpart.

 

                  (e) ASSIGNS. This Agreement shall be binding upon and inure to

the benefit of the Company's successors and the Executive's personal or legal

representatives, executors, administrators, heirs, distributees, devisees and

legatees. This Agreement shall not be assignable by the Executive, it being

understood and agreed that this is a contract for the Executive's personal

services. This Agreement shall not be assignable by the Company except that the

Company shall assign it in connection with a transaction involving the

succession by a third party to all or substantially all of the Company's

business and/or assets (whether direct or indirect and whether by purchase,

merger, consolidation, liquidation or otherwise). When assigned to a successor,

the assignee shall assume this Agreement and expressly agree to perform this

Agreement in the same manner and to the same extent as the Company would be

required to perform it in the absence of such an assignment. For all purposes

under this Agreement, the term "Company" shall include any successor to the

Company's business and/or assets that executes and delivers the assumption

agreement described in the immediately preceding sentence or that becomes bound

by this Agreement by operation of law.

 

                  (f) ENTIRE AGREEMENT. This Agreement contains the entire

understanding of the parties, supersedes all prior agreements and

understandings, whether written or oral, relating to the subject matter hereof

and may not be amended except by a

 

 

                                       16

<PAGE>

 

written instrument hereafter signed by the Executive and a duly authorized

representative of the Company (other than the Executive).

 

                  (g) GOVERNING LAW. This Agreement and the performance hereof

shall be construed and governed in accordance with the laws of the State of

Delaware, without giving effect to principles of conflicts of law.

 

                  (h) CONSTRUCTION. The language used in this Agreement shall be

deemed to be the language chosen by the parties to express their mutual intent,

and no rule of strict construction shall be applied against any party. The

headings of sections of this Agreement are for convenience of reference only and

shall not affect its meaning or construction. Whenever any word is used herein

in one gender, it shall be construed to include the other gender, and any word

used in the singular shall be construed to include the plural in any case in

which it would apply and vice versa.

 

                  (i) PAYMENTS AND EXERCISE OF RIGHTS AFTER DEATH. Any amounts

payable hereunder after the Executive's death shall be paid to the Executive's

designated beneficiary or beneficiaries, whether received as a designated

beneficiary or by will or the laws of descent and distribution. The Executive

may designate a beneficiary or beneficiaries for all purposes of this Agreement,

and may change at any time such designation, by notice to the Company making

specific reference to this Agreement. If no designated beneficiary survives the

Executive or the Executive fails to designate a beneficiary for purposes of this

Agreement prior to his death, all amounts thereafter due hereunder shall be

paid, as and when payable, to his spouse, if she survives the Executive, and

otherwise to his estate.

 

                  (j) CONSULTATION WITH COUNSEL. The Executive acknowledges that

he has had a full and complete opportunity to consult with counsel or other

advisers of his own choosing concerning the terms, enforceability and

implications of this Agreement, and that the Company has not made any

representations or warranties to the Executive concerning the terms,

enforceability and implications of this Agreement other than as are reflected in

this Agreement.

 

                  (k) WITHHOLDING. Any payments provided for in this Agreement

shall be paid net of any applicable income tax withholding required under

federal, state or local law.

 

                  (l) CONSUMER PRICE INDEX. For purposes of this Agreement, the

terms "Consumer Price Index" or "CPI" refers to the Consumer Price Index as

published by the Bureau of Labor Statistics of the United States Department of

Labor, U.S. City Average, All Items for Urban Wage Earners and Clerical Workers

(1982-1984=100). If the CPI is hereafter converted to a different standard

reference base or otherwise revised, the determination of the CPI adjustment

shall be made with the use of such conversion factor, formula or table for

converting the CPI, as may be published by the Bureau of Labor Statistics, or,

if the bureau shall no longer publish the same, then with the use of such

conversion factor, formula or table as may be published by an agency of the

United

 

 

                                       17

<PAGE>

 

States, or failing such publication, by a nationally recognized publisher of

similar statistical information.

 

                  (m) SURVIVAL. The provisions of Sections 8, 9, 10, 11, 12, 13,

14 and 15 shall survive the termination of this Agreement.

 

                  [Signatures to appear on the following page]

 

 

                                       18

<PAGE>

 

         IN WITNESS WHEREOF, and intending to be legally bound hereby, the

parties hereto have caused this Agreement to be duly executed as of the date

first above written.

 

 

OPERATING PARTNERSHIP:                                EXECUTIVE:

MPT OPERATING PARTNERSHIP, L.P.

BY:  MEDICAL PROPERTIES TRUST, LLC

ITS: GENERAL PARTNER                                  /s/ Edward K. Aldag, Jr.

BY:  MEDICAL PROPERTIES TRUST, INC.                   ------------------------

ITS: SOLE MEMBER                                      Edward K. Aldag, Jr.

 

 

 

                                                      Dated: March 1, 2004

                                                             -----------------

 

 

By: /s/ Emmett E. McLean

   ----------------------------------

Name:  Emmett E. McLean

Title: Executive Vice President & COO

Dated: March 1, 2004

 

REIT:

 

MEDICAL PROPERTIES TRUST, INC.

 

 

 

By: /s/ Emmett E. McLean

   ----------------------------------

Name:  Emmett E. McLean

Title: Executive Vice President & COO

Dated: March 1, 2004

 

 

                                       19

 

 

 

 

 

 

 

                                                                    Exhibit 10.4

 

                                 FIRST AMENDMENT

                                       TO

                              EMPLOYMENT AGREEMENT

 

      FIRST AMENDMENT TO EMPLOYMENT AGREEMENT, made as of March 8, 2004, among

MEDICAL PROPERTIES TRUST, INC. (the "REIT"), MPT OPERATING PARTNERSHIP L.P., a

Delaware limited partnership (the "Operating Partnership"), the REIT and the

Operating Partnership (being herein referred to collectively as the "Company"),

and Edward K. Aldag, Jr. (the "Executive"):

 

      WHEREAS, the Executive and the Company entered into an Employment

Agreement dated as of September 10, 2003 (the "Employment Agreement"); and

 

      WHEREAS, the parties desire to amend the Employment Agreement as provided

herein.

 

      NOW, THEREFORE, in consideration of the premises and for other good and

valuable consideration, the parties hereby agree as follows:

 

      1. Paragraph 1(a) of the Employment Agreement is hereby deleted in its

entirety and the following sentence is hereby substituted in lieu thereof:

 

      "(a) POSITIONS. The Executive shall be employed by the Operating

      Partnership as its President, Chief Executive Officer and Secretary. The

      Executive shall also serve as the President, Chief Executive Officer and

      Secretary of the REIT as well as the Chairman of the REIT's Board of

      Directors (the "Board")."

 

      2. All other references in the Employment Agreement to "Vice Chairman of

the Board" shall be changed to "Chairman of the Board."

 

      3. Except to the extent hereby amended, the Employment Agreement is hereby

confirmed and ratified and shall continue in full force and effect.

 

      4. The effective date of this Amendment is March 8, 2004.

 

                  [Signatures to appear on the following page]

 

<PAGE>

 

      IN WITNESS WHEREOF, the parties have executed this First Amendment to

Employment Agreement as of the date first above written.

 

OPERATING PARTNERSHIP:                          EXECUTIVE:

MPT OPERATING PARTNERSHIP, L.P.

BY: MEDICAL PROPERTIES TRUST, LLC

ITS: GENERAL PARTNER                            /s/ Edward K. Aldag, Jr.

BY: MEDICAL PROPERTIES TRUST, INC.              ------------------------

ITS: SOLE MEMBER                                Edward K. Aldag, Jr.

 

 

                                                Dated: March 8, 2004

By: /s/ Emmett E. McLean                               -------------

    ----------------------------------

 

Name: Emmett E. McLean

      --------------------------------

 

Title: Executive Vice President & COO

       -------------------------------

 

Dated: March 8, 2004

       -------------------------------

 

REIT:

 

MEDICAL PROPERTIES TRUST, INC.

 

 

By: /s/ Emmett E. McLean

    ----------------------------------

 

Name: Emmett E. McLean

      --------------------------------

 

Title: Executive Vice President & COO

       -------------------------------

 

Dated: March 8, 2004

       -------------------------------

 

 

TOP OF DOCUMENT

 

 

Exhibit 10.60

SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT

This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is made as of September 29, 2006 among MEDICAL PROPERTIES TRUST, INC. (the “REIT”), MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”) (the REIT and the Operating Partnership are referenced collectively as the “Company”), and Edward K. Aldag, Jr. (the “Executive”):

WHEREAS, the Executive and the Company entered into an Employment Agreement Dated September 10, 2003, as first amended on March 8, 2004, (the “Employment; Agreement”); and

WHEREAS, the parties desire to amend the Employment Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

       1. Paragraph 4 of the Employment Agreement is hereby deleted in its entirety and the following paragraph is hereby substituted in lieu thereof:

     “4. INCENTIVE AWARDS: ANNUAL INCENTIVE BONUS. The Executive shall be entitled to receive an annual cash incentive bonus for each fiscal year during the Term of this Agreement consistent with such bonus policy as may be adopted by the Board of Directors or its Compensation Committee (“Bonus Policy”). The Bonus Policy shall contain both individual and group goals. If the Executive or the Company, as the case may be, satisfies the performance criteria contained in such Bonus Policy for a fiscal year, he shall receive an annual incentive bonus (the “Incentive Bonus”), in an amount determined by the Compensation Committee and subject to ratification by the Board, if required. If the Executive or the Company, as the case may be, fails to satisfy the performance criteria contained in such Bonus Policy for a fiscal year, the Compensation Committee may determine whether any Incentive Bonus shall be payable to Executive for that year, subject to ratification by the Board, if required. The Executive’s bonus shall not be subject to any minimum award, as provided in the Executive’s Employment Agreement previous to this amendment. Additionally, in consideration for the Executive’s agreement to forgo a guaranteed minimum bonus, the Company agrees that the previous bonus ceiling of 100% of salary is no longer applicable and that, henceforth, there shall be no limitation or ceiling on the maximum bonus that may be awarded to the Executive by the Board of Directors or its Compensation Committee.”

Second Amendment to Employment Agreement of
Edward K. Aldag, Jr.
Page 1 of 2

 


 

     2. Except to the extent hereby amended, the Employment Agreement, as amended on March 8, 2004, is hereby confirmed and ratified and shall continue in full force and effect.

     3. The effective date of this amendment is September 29,2006.

     IN WITNESS WHEREOF, the parties have executed this First Amendment to Employment Agreement as of the date first above written.

 

 

 

 

 

OPERATING PARTNERSHIP:

 

EXECUTIVE:

 

 

MPT OPERATING PARTNERSHIP, L.P.

 

 

 

 

BY: MEDICAL PROPERTIES TRUST, LLC

 

 

 

 

ITS: GENERAL PARTNER

 

 

 

 

BY: MEDICAL PROPERTIES TRUST, INC.

 

/s/ Edward K. Aldag, Jr.

 

 

 

ITS: SOLE MEMBER

 

Edward K. Aldag, Jr.

 

 

 

 

 

 

 

 

By:

 

/s/ Emmett E. McLean

 

Dated: 10/2/06

 

 

 

 

 

 

 

Emmett E. McLean

 

 

 

 

Executive Vice President and CEO

 

 

 

 

 

 

 

Dated: 10/10/06

 

 

 

 

 

 

 

REIT:

 

 

 

 

 

 

 

By:

 

/s/ Emmett E. McLean

 

 

 

 

 

 

 

 

 

Emmett E. McLean

 

 

 

 

Executive Vice President and CEO

 

 

 

 

 

 

 

Dated: 10/10/06

 

 

Second Amendment to Employment Agreement of
Edward K. Aldag, Jr.
Page 2 of 2

 

 

 

 

 

 

 

 

 

EX-10.78 9 g17977exv10w78.htm EX-10.78

Exhibit 10.78

THIRD AMENDMENT
TO
EMPLOYMENT AGREEMENT

This THIRD AMENDMENT TO EMPLOYMENT AGREEMENT, is made effective as of January 1, 2008, among MEDICAL PROPERTIES TRUST, INC., a Maryland corporation (the “REIT”), MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”, and together with the REIT, the “Company”), and Edward K. Aldag, Jr. (the “Executive”).

WHEREAS, the Executive and the Company entered into an Employment Agreement dated as of September 10, 2003, as amended by the First Amendment to Employment Agreement dated as of March 8, 2004, as further amended by the Second Amendment to Employment Agreement dated September 29, 2006 (the “Employment Agreement”);

WHEREAS, the parties desire to amend the Employment Agreement as provided herein; and

WHEREAS, the Compensation Committee of the Board of Directors of the Company approved the form and substance of this Amendment at a meeting duly held on November 15, 2007.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1. The following Section 8(e) shall be inserted immediately following Section 8(d) of the Employment Agreement:

(e) SECTION 409 A. Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, and if any payment or benefit that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest, penalties and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable or benefit shall be provided prior to the date that is the earlier of (i) six months and one day after the Executive’s separation from service, or (ii) the Executive’s death. The parties intend that this Agreement will be administered in accordance with Section 409A of the Code. The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party.

2. Except to the extent hereby amended, the Employment Agreement is hereby confirmed and ratified and shall continue in full force and effect.

 


 

3. The effective date of this Amendment is January 1, 2008.

4. This Amendment may be signed in two or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same document.

 


 

IN WITNESS WHEREOF, the parties have executed this Third Amendment to Employment Agreement as of the date first above written.

 

 

 

 

 

 

REIT:

MEDICAL PROPERTIES TRUST, INC.

 

 

 

By:  

/s/ R. Steven Hamner  

 

 

 

Name:  

R. Steven Hamner 

 

 

 

Title:  

Executive Vice President and CFO 

 

 

 

OPERATING PARTNERSHIP:

MPT OPERATING PARTNERSHIP, L.P.


By:   Medical Properties Trust, LLC
Its:   General Partner

By:   Medical Properties Trust, Inc.
Its:   Sole Member
 

 

 

By:  

/s/ R. Steven Hamner  

 

 

 

Name:  

R. Steven Hamner 

 

 

 

Title:  

Executive Vice President and CFO 

 

 

 

EXECUTIVE:
 

 

 

/s/ Edward K. Aldag, Jr.  

 

 

Edward K. Aldag, Jr. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-10.79 10 g17977exv10w79.htm EX-10.79

Exhibit 10.79

FOURTH AMENDMENT
TO
EMPLOYMENT AGREEMENT

This FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT, is made as of January 1, 2009 among MEDICAL PROPERTIES TRUST, INC., a Maryland corporation (the “REIT”), MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”, and together with the REIT, the “Company”), and Edward K. Aldag, Jr. (the “Executive”).

WHEREAS, the Executive and the Company entered into an Employment Agreement dated as of September 10, 2003, as amended by the First Amendment to Employment Agreement dated as of March 8, 2004, the Second Amendment to Employment Agreement dated as of September 29, 2006 and the Third Amendment to Employment Agreement dated as of January 1, 2008 (the “Employment Agreement”); and

WHEREAS, the parties desire to amend the Employment Agreement as provided herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

Section 9(a) of the Employment Agreement is hereby deleted in its entirety and the following shall be inserted in lieu thereof:

 

(a)

 

CHANGE OF CONTROL shall mean the occurrence of any of the following events: (i) any person, entity or affiliated group, excluding the Company or any employee benefit plan of the Company, acquiring more than 50% of the then outstanding shares of voting stock of the Company, (ii) the consummation of any merger or consolidation of the Company into another company, such that the holders of the shares of the voting stock of the Company immediately before such merger or consolidation own less than 50% of the voting power of the securities of the surviving company or the parent of the surviving company, (iii) the adoption of a plan for complete liquidation of the Company or for the sale or disposition of all or substantially all of the Company’s assets, such that after the transaction, the holders of the shares of the voting stock of the Company immediately prior to the transaction own less than 50% of the voting securities of the acquiror or the parent of the acquiror, or (iv) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board.

 


 

3. Except to the extent hereby amended, the Employment Agreement is hereby confirmed and ratified and shall continue in full force and effect.

4. The effective date of this Amendment is January 1, 2009.

5. This Amendment may be signed in two or more counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same document.

[Signatures to appear on the following page]

 


 

IN WITNESS WHEREOF, the parties have executed this Fourth Amendment to Employment Agreement as of the date first above written.

 

 

 

 

 

 

REIT:

MEDICAL PROPERTIES TRUST, INC.

 

 

 

By:  

/s/ R. Steven Hamner  

 

 

 

Name:  

R. Steven Hamner 

 

 

 

Title:  

Executive Vice President and CFO 

 

 

 

OPERATING PARTNERSHIP:

MPT OPERATING PARTNERSHIP, L.P.


By:   Medical Properties Trust, LLC
Its:   General Partner

By:   Medical Properties Trust, Inc.
Its:   Sole Member
 

 

 

By:  

/s/ R. Steven Hamner  

 

 

 

Name:  

R. Steven Hamner 

 

 

 

Title:  

Executive Vice President and CFO 

 

 

 

EXECUTIVE:
 

 

 

/s/ Edward K. Aldag, Jr.  

 

 

Edward K. Aldag, Jr.