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<SEC-DOCUMENT>0001157523-07-001120.txt : 20070206
<SEC-HEADER>0001157523-07-001120.hdr.sgml : 20070206
<ACCEPTANCE-DATETIME>20070206131252
ACCESSION NUMBER:		0001157523-07-001120
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20070206
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20070206
DATE AS OF CHANGE:		20070206

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			LTC PROPERTIES INC
		CENTRAL INDEX KEY:			0000887905
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				710720518
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11314
		FILM NUMBER:		07583593

	BUSINESS ADDRESS:	
		STREET 1:		31365 OAK CREST DRIVE
		STREET 2:		SUITE 200
		CITY:			WESTLAKE VILLIAGE
		STATE:			CA
		ZIP:			91361
		BUSINESS PHONE:		805-981-8655

	MAIL ADDRESS:	
		STREET 1:		31365 OAK CREST DRIVE
		STREET 2:		SUITE 200
		CITY:			WESTLAKE VILLIAGE
		STATE:			CA
		ZIP:			91361
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a5327238.txt
<DESCRIPTION>LTC PROPERTIES, INC. 8-K
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20459
                                   ----------

                                    FORM 8-K

                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                        Date of report: February 6, 2007
                        (Date of earliest event reported)



                              LTC PROPERTIES, INC.
             (Exact name of Registrant as specified in its charter)


    Maryland                        1-11314                       71-0720518
 (State or other            (Commission file number)           (I.R.S. Employer
 jurisdiction of                                              Identification No)
  incorporation
 or organization)



                        31365 Oak Crest Drive, Suite 200
                           Westlake Village, CA 91361
                    (Address of principal executive offices)


                                 (805) 981-8655
              (Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)

[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

================================================================================


<PAGE>

Item 5.02  Departure of Director or Principal  Officers;  Election of Directors;
Appointment of Principal Officers

(c) (1) Effective March 1, 2007, the Board of Directors elected Wendy Simpson,
who is 57 years old, as the registrant's Chief Executive Officer and President.
Ms. Simpson joined the Company's Board in 1995, was Vice Chairman since April
2000, Chief Financial Officer since July 2000 and President and Chief Financial
Officer since November 2005.

On February 6, 2007, the Compensation Committee of the Board of Directors of
registrant approved an Amended and Restated Employment Agreement with Ms.
Simpson that is effective March 1, 2007. On that date, Ms. Simpson's annual
salary will be $400,000 and she will be eligible for a bonus, at the Board's
discretion, of up to 100% of her salary.

Additionally, Ms. Simpson was granted 40,000 shares of restricted stock that
vest only when she ceases to be employed by the registrant unless she
voluntarily leaves not for good cause within the first two years of the
contract. Ms. Simpson's 27,120 shares of prior granted, unvested restricted
stock that were scheduled to vest in certain amounts each year through 2009 had
their vesting schedule amended to coincide with the new 40,000 grant.

Other primary provisions of Ms. Simpson's employment agreement remain unchanged
from her prior agreement.

(c) (2) Andre C. Dimitriadis, 66 years old, had been Chief Executive Officer
since founding the registrant in 1992, will assume the title of Executive
Chairman.

On February 6, 2007, the Compensation Committee of the Board of Directors of
registrant approved an Amended and Restated Employment Agreement with Mr.
Dimitriadis that is effective March 1, 2007. On that date, Mr. Dimitriadis'
annual salary will be $240,000 and he will devote approximately two business
days a week to the registrant.

Mr. Dimitriadis' 54,960 shares of prior granted, unvested restricted stock that
were scheduled to vest in certain amounts each year through 2009 had their
vesting schedule amended to vest only and immediately upon any termination of
employment by any party, for any reason, regardless of whether such termination
of employment is with our without cause and regardless of whether such
termination of employment is with or without good reason.

Other primary provisions of Mr. Dimitriadis' employment agreement remain
unchanged from his prior agreement.

(c) (3) The registrant has promoted Pamela Kessler, 41 years old, to the
position of Senior Vice President and Chief Financial Officer. Ms. Kessler
joined the registrant in July 2000 as Vice President and Controller.

On February 6, 2007, the Compensation Committee of the Board of Directors of
registrant approved a Second Amended and Restated Employment contract with Ms.
Pamela Kessler that is effective March 1, 2007. On that date, Ms. Kessler's
annual salary will be $190,000.

Other primary provisions of Ms. Kessler's employment agreement remain unchanged
from her prior agreement.


<PAGE>

Item 9.01. -- Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

None.

(b) Pro Forma Financial Information

None.

(d) Exhibits.

10.1     2007 Amended and Restated Employment Agreement of Wendy Simpson,
         effective as of March 1, 2007

10.2     2007 Amended and Restated Employment Agreement of Andre Dimitriadis,
         effective as of March 1, 2007

10.3     Second Amended and Restated Employment Agreement of Pamela Kessler,
         effective as of March 1, 2007

99.1     Press Release issued February 6, 2007.


                                    SIGNATURE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.

                                      LTC PROPERTIES, INC.

Dated:  February 6, 2007              By:  /s/  WENDY L. SIMPSON
                                           -------------------------------------
                                           Wendy L. Simpson
                                           President, COO, CFO & Treasurer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>a5327238ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    EXHIBIT 10.1
                            2007 AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         This 2007 Employment Agreement (the "Agreement"), is made as of
February 6, 2007, effective as of March 1, 2007 by and between LTC PROPERTIES,
INC., a corporation organized under the laws of the State of Maryland ("LTC" or
the "Company"), and WENDY SIMPSON ("Executive") and amends and restates the
Amended and Restated Employment Agreement between LTC and Executive, effective
as of May 22, 2006 ("Prior Employment Agreement").


         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

     1. Effective Date, Appointment, Title and Duties. The effective date of
this Agreement is March 1, 2007 ("Effective Date"). As of the Effective Date,
LTC employs Executive to serve as its Chief Executive Officer. In such capacity,
Executive shall report to the Board of Directors of the Company, and shall have
such duties, powers and responsibilities as are customarily assigned to a Chief
Executive Officer 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 Board of Directors may
reasonably assign her, with her consent, including serving with the consent or
at the request of the Board of Directors as an officer or on the board of
directors of affiliated corporations, provided that such duties are commensurate
with and customary for a senior executive officer bearing Executive's
experience, qualifications, title and position.

     2. Term of Agreement. The term of this Agreement shall commence as of the
Effective Date and shall extend such that at each and every moment of time
hereafter the remaining term shall be three years.

     3. Acceptance of Position. Executive accepts the position of Chief
Executive Officer, 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.


<PAGE>

     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 Four Hundred Thousand Dollars ($400,000) 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.

        (b) During the term hereof, 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.

        (c) Health Insurance Benefits. LTC shall provide to Executive and her
spouse LTC health insurance benefits, of a type and nature no less favorable to
Executive than the health insurance benefits made available by LTC to Executive
and to LTC's other senior executives at the time of execution of this Agreement,
for so long as Executive is employed hereunder and continuing thereafter for
Executive's lifetime. The benefits described in the preceding sentence shall be
referred to herein as Executive's "Health Insurance Benefits".

            (i) In the event LTC ceases to offer health insurance coverage to
its senior executives or LTC elects in its sole discretion to discontinue
providing Executive with Executive's Health Insurance Benefits, LTC shall have
the option (a) at the Company's expense, to purchase health insurance coverage
no less favorable to Executive than Executive's Health Insurance Benefits, or
(b) terminate all further Health Insurance Benefits to Executive and in lieu
thereof make a one time payment of Two Hundred Fifty Thousand Dollars ($250,000)
to Executive (a "Health Insurance Buyout").

            (ii) In order to effect a Health Insurance Buyout, LTC shall give no
less than sixty (60) days' prior written notice to Executive that LTC has
elected to terminate Executive's Health Insurance Benefits. Such notice shall
not be effective nor shall it relieve LTC of its obligations under this Section
4(c) unless it is accompanied by payment in full of the aforesaid Two Hundred
Fifty Thousand Dollars ($250,000).

            (iii) Executive's rights to the benefits set forth in this Section
4(c) and the subsections of this Section 4(c) shall survive any termination or
expiration of this Agreement and the termination of Executive's employment,
regardless of whether such termination is by the Executive or by the Company and
regardless of whether such termination is for any or no reason or with or
without Good Reason or Cause.

        (d) The Company has set an annual target bonus for Executive equal to
one hundred percent (100%) of her Base Salary; provided, however, that the award
of any such bonus is subject to the sole discretion of the Board of Directors.
Executive also shall be eligible to participate in any LTC incentive stock,
option or bonus plan offered by LTC to its senior executives, subject to the
terms thereof and at the sole discretion of the Board of Directors.


                                      -2-
<PAGE>

        (e) At the date hereof:

            (i) Executive has previously been awarded twenty-seven thousand one
hundred twenty (27,120) shares of the Company's common stock ("Prior RSA's").
Twenty-two thousand five hundred (22,500) of the Prior RSA's were awarded under
the LTC Properties, Inc. 2004 Restricted Stock Plan ("2004 RSP") and four
thousand six hundred twenty (4,620) of the Prior RSA's were awarded under the
LTC Properties, Inc., 1998 Equity Participation Plan ("1998 EPP") and the
applicable LTC Property, Inc. Restrictive Stock Agreements or 1998 EPP Award
Agreements, as the case may be (together the "Award Agreements"). The Award
Agreements are hereby modified and amended to provide that (A) no prior existing
schedule for the lapsing of restriction on the shares awarded thereunder shall
have any further force and effect, and (B) all restrictions imposed by the
Company with respect to the Prior RSA's shall lapse only and immediately upon
the termination of Executive's employment by any party, for any reason,
regardless of whether such termination of employment is with or without Cause,
and regardless of whether such termination of employment is with or without Good
Reason; provided, however, that in the event Executive terminates her employment
voluntarily or without Good Reason at any time during the period from the
Effective Date until February 28, 2009, then the restrictions imposed by the
Company on the Prior RSA's shall not lapse and the Executive's rights in the
unvested Prior RSA's shall expire and such shares shall be deemed to be property
of the Company.

            (ii) Simultaneously with the execution of this Agreement, the
Company and Executive shall execute a 2007 Restricted Stock Agreement in the
form of Exhibit A hereto pursuant to which the Company shall grant Executive a
Restricted Stock Award of forty thousand (40,000) shares of restricted common
stock of the Company under the 1998 EPP (the "2007 RSA"). Restrictions imposed
by the Company on the 2007 RSA shares shall lapse only and immediately upon the
termination of Executive's employment by any party, for any reason, regardless
of whether such termination of employment is with or without Cause, and
regardless of whether such termination of employment is with or without Good
Reason; provided, however, that in the event Executive terminates her employment
voluntarily or without Good Reason at any time during the period from the
Effective Date until February 28, 2009, the restrictions imposed by the Company
on the 2007 RSA's shall not lapse and the Executive's rights in the unvested
2007 RSA's shall expire and such shares shall be deemed to be property of the
Company.

        (f) 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 Compensation Committee of the Board of Directors or, if
there is no Compensation Committee, the Board of Directors.


                                      -3-
<PAGE>

     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 result 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 material reduction in
benefits; (iii) a direction by the Board of Directors that Executive report to
any person or group other than 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, California 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.

        (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 indirectly
controls, is controlled by, or is under common control with, the Company) is or
becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the Company's
then outstanding securities;


                                      -4-
<PAGE>

            (ii) The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation (or other entity), other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 66-2/3% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; provided, however, that a merger
or consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person acquires 30% or more of the combined
voting power of the Company's then outstanding securities shall not constitute a
Change in Control;

            (iii) The Stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets; or

            (iv) A majority of the members of the Board of Directors of the
Company cease to be Continuing Directors;

        (h) "Code" means the Internal Revenue Code of 1986, as amended.

        (i) "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (i) was a member of such Board of Directors
on the date of the Agreement or (ii) was nominated for election or elected to
such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such
nomination or election.

        (j) "Exchange Act" means the Exchange Act of 1934, as amended.

        (k) "Person" means any individual, corporation, partnership, limited
liability company, trust, association or other entity.

        (l) "Related Person" means any immediate family member (spouse, partner,
parent, sibling or child whether by birth or adoption) of the Executive and any
trust, estate or foundation, the beneficiary of which is the Executive and/or an
immediate family member of the Executive.

     6. Certain Benefits Upon Termination. Executive's employment shall be
terminated upon the earlier of (i) the voluntary resignation of Executive with
or without Good Reason; (ii) Executive's death or permanent disability; or (iii)
upon the termination of Executive's employment by LTC for any reason at any
time. In the event of such termination, the below provisions of this Section 6
shall apply, and in the event of a Change of Control, whether or not Executive's
employment is terminated thereby, Section 6(b) shall apply.

        (a) If Executive's employment by LTC terminates for any reason other
than as a result of (i) a termination for Cause, or (ii) a voluntary resignation
by Executive without a Good Reason, or (iii) a Change in Control of the Company,
then LTC shall pay Executive a lump sum severance payment equal to two times her
Base Salary, provided that if employment terminates by reason of Executive's
death or disability, then such salary shall be paid only to the extent the
Company has available "key man" life, disability or similar insurance relating
to the death or disability of Executive.


                                      -5-
<PAGE>

        (b) Upon a Change in Control of the Company whether or not Executive's
employment is terminated thereby, in lieu of the severance payment described in
Section 6(a) above, LTC shall pay Executive a one time severance payment in cash
equal to Three Million Dollars ($3,000,000), and all stock options shall
automatically become exercisable. All restrictions on stock awarded to
Executive, other than the Prior RSA's and the 2007 RSA shares pursuant to
Section 4(e) hereof, shall automatically lapse concurrently upon a Change in
Control, notwithstanding any prior existing schedule; provided, however, that no
Change of Control or payment of the aforesaid severance payment shall (i)
terminate or reduce Executive's Health Care Benefits as set forth in Section
4(c) hereof which shall remain in full force and effect, and (ii) if Executive's
employment is not terminated in connection with such Change of Control,
restrictions on the Prior RSA's and the 2007 RSA shares awarded under Section
4(e) hereof shall remain in full force and effect and shall not lapse until
Executive's employment is terminated as provided in such Section 4(e).

        (c) COBRA. If Executive's employment by LTC terminates for any reason,
except for LTC's termination of Executive's employment for Cause or a voluntary
resignation by Executive without a Good Reason, LTC shall offer to Executive the
opportunity to participate in all Company-provided medical and dental plans to
the extent Executive elects and remains eligible for coverage under COBRA and
for a maximum period of eighteen (18) months at Company expense to the extent
the benefits thereunder are not duplicative of the Executive's Health Insurance
Benefits; provided, however, in the event Executive's employment by LTC
terminated upon a Change in Control of the Company, then Executive shall not be
given the opportunity to participate in any of such medical and dental plans,
except to the extent required by law and except as required in accordance with
Executive's Health Insurance Benefits. The provisions of this Section 6(c) are
intended to specify Executive's rights under COBRA and are not intended to limit
or reduce Executive's Health Insurance Benefits.

        (d) In the event that Executive's employment terminates by reason of her
death, all benefits provided in this Section 6 shall be paid to her estate or as
her executor shall direct, but payment may be deferred until Executive's
executor or personal representative has been appointed and qualified pursuant to
the laws in effect in Executive's jurisdiction of residence at the time of her
death.

        (e) LTC shall make all payments pursuant to the foregoing subsections
(a) through (d) concurrently with the date of termination of Executive's
employment or consummation of a Change in Control of the Company, as applicable.

        (f) LTC shall have no liability under this Section 6 if Executive's
employment pursuant to this Agreement is terminated by LTC for Cause or by
Executive without a Good Reason; provided, however, that if Executive's
employment pursuant to this Agreement is terminated by LTC for Cause or by
Executive without a Good Reason at any time after a Change of Control which did
not result in Executive's employment being terminated, such post-Change of
Control termination by LTC for Cause or by Executive without a Good Reason shall
not affect in any way Executive's entitlement to Executive's Health Insurance
Benefits or the Health Insurance Buyout right under Section 4(c)under above, the
one time severance payment described in Section 6(b) above or any other rights,
benefits or entitlements to which Executive may be entitled as a result of such
Change of Control.


                                      -6-
<PAGE>

        (g) Gross-Up.

            (i) If it shall be determined that any payment, distribution or
benefit received or to be received by Executive from the Company (whether
payable pursuant to the terms of this Agreement or any other plan, arrangements
or agreement with the Company or a Affiliate (as defined above) ("Payments"))
would be subject to the excise tax imposed by Section 4999 of the Code (the
"Excise Tax"), then Executive shall be entitled to receive an additional payment
(the "Excise Tax Gross-Up Payment") in an amount such that the net amount
retained by Executive, after the calculation and deduction of any Excise Tax on
the Payments and any federal, state and local income taxes and excise tax on the
Excise Tax Gross-Up Payment provided for in this Section 6(g), shall be equal to
the Payments. In determining this amount, the amount of the Excise Tax Gross-Up
Payment attributable to federal income taxes shall be reduced by the maximum
reduction in federal income taxes that could be obtained by the deduction of the
portion of the Excise Tax Gross-Up Payment attributable to state and local
income taxes. Finally, the Excise Tax Gross-Up Payment shall be reduced by
income or excise tax withholding payment made by the Company or any affiliate of
either to any federal, state or local taxing authority with respect to the
Excise Tax Gross-Up Payment that was not deducted from compensation payable to
Executive.

            (ii) All determinations required to be made under this Section 6(g),
including whether and when an Excise Tax Gross-Up Payment is required and the
amount of such Excise Tax Gross-Up Payment and the assumptions to be utilized in
arriving at such determination, except as specified in Section 6(g)(i) above,
shall be made by the Company's independent auditors (the "Accounting Firm"),
which shall provide detailed supporting calculations both to the Company and
Executive. Such determination of tax liability made by the Accounting Firm shall
be subject to review by Executive's tax advisor and, if Executive's tax advisor
does not agree with such determination reached by the Accounting Firm, then the
Accounting Firm and Executive's tax advisor shall jointly designate a nationally
recognized public accounting firm, which shall make such determination. All
reasonable fees and expenses of the accountants and tax advisors retained by
either Executive or the Company shall be borne by the Company. Any Excise Tax
Gross-Up Payment, as determined pursuant to this Section 6(g), shall be paid by
the Company to Executive within five days after the receipt of such
determination. Any determination by a jointly designated public accounting firm
shall be binding upon the Company and Executive.

            (iii) As a result of the uncertainty in the application of
Subsection 4999 of the Code at the time of the initial determination thereunder,
it is possible that Excise Tax Gross-Up Payments will not have been made by the
Company that should have been made consistent with the calculations required to
be made hereunder ("Underpayment"). In the event that Executive thereafter is
required to make a payment of any Excise Tax, any such Underpayment calculated
in accordance with and in the same manner as the Excise Tax Gross-Up Payment in
Section 6(g)(i) above shall be promptly paid by the Company to or for the
benefit of Executive. In the event that the Excise Tax Gross-Up Payment exceeds
the amount subsequently determined to be due, such excess shall constitute a
loan from the Company (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code).


                                      -7-
<PAGE>

     7. [Intentionally omitted]

     8. Indemnification. LTC shall indemnify Executive and hold her harmless
from and against all claims, losses, damages, expense or liabilities (including
expenses of defense and settlement) based upon or in any way arising from or
connected with his employment by LTC, to the maximum extent permitted by law. To
the fullest extent permitted by law, LTC shall advance to Executive all expenses
necessary in connection with the defense of any action or claim which is brought
if indemnification cannot be determined to be available prior to the conclusion
of such action or the investigation of such claim. LTC shall investigate in good
faith the availability and cost of directors' and officers' insurance and shall
include Executive as an insured in any directors' and officers' insurance policy
it maintains. The provisions of this Section 8 shall survive any termination or
expiration of this Agreement.

     9. Attorney Fees. In the event that any action or proceeding is brought to
enforce the terms and provisions of this Agreement, the prevailing party shall
be entitled to recover reasonable attorney fees.

     10. Notices. All notices and other communications provided to either party
hereto under this Agreement shall be in writing and delivered by certified or
registered mail to such party at its/her address set forth below its/her
signature hereto, or at such other address as may be designated with postage
prepaid, shall be deemed given when received.

     11. Construction. In constructing this Agreement, if any portion of this
Agreement shall be found to be invalid or unenforceable, the remaining terms and
provisions of this Agreement shall be given effect to the maximum extent
permitted without considering the void, invalid or unenforceable provisions. In
construing this Agreement, the singular shall include the plural, the masculine
shall include the feminine and neuter genders as appropriate, and no meaning in
effect shall be given to the captions of the sections in this Agreement, which
is inserted for convenience of reference only. Without limitation to the
foregoing, nothing in this Agreement is intended to violate the Sarbanes-Oxley
Act of 2002, and to the extent that any provision of this Agreement would
constitute such a violation, such provision shall be modified to the extent
required by such Act, or, to the extent that such provision cannot be so
modified and is found to be invalid or unenforceable, the remaining terms and
provisions shall be given effect to the maximum extent permitted without
considering the void, invalid or unenforceable provision.

     12. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.

     13. Governing Law. The provisions of this Agreement shall be construed and
interpreted in accordance with the internal laws of the State of California as
at the time in effect.


                                      -8-
<PAGE>

     14. Entire Agreement. This Agreement constitutes the entire agreement and
supersedes all other prior agreements (including the Prior Employment Agreement)
and undertakings, both written and oral, among Executive and the Company, with
respect to the subject matter hereof.


     IN WITNESS WHEREOF, this Agreement shall be effective as of the date
specified in the first paragraph of this Agreement.

Signed February 6, 2007
                                    LTC PROPERTIES, INC., a Maryland corporation

Signed February 6, 2007                        /s/ Andre Dimitriadis
                                    --------------------------------------------
                                           Andre C. Dimitriadis, Chairman

Signed February 6, 2007          By:             /s/ Timothy Triche
                                    --------------------------------------------
                                        Compensation Committee Representative

Signed February 6, 2007             Executive:
                                                 /s/ Wendy Simpson
                                    --------------------------------------------
Address:                                           Wendy Simpson


                                      -9-
<PAGE>
                                                                       EXHIBIT A

                              LTC PROPERTIES, INC.
                         2007 RESTRICTED STOCK AGREEMENT

LTC PROPERTIES, INC., a Maryland corporation (the "Corporation"), and WENDY
SIMPSON, an employee of the Corporation (the "Grantee"), for good and valuable
consideration the receipt and adequacy of which are hereby acknowledged and
intending to be legally bound hereby, agree as follows:

1.   Restricted Stock Award. This Agreement is the 2007 Restricted Stock
     Agreement referred to in the Amended and Restated Employment Agreement,
     dated as of February ___, 2007, between the Corporation and Grantee ("2007
     Employment Agreement"). The Corporation hereby confirms the award to the
     Grantee, effective March 1, 2007 (the "Date of Award"), of forty thousand
     (40,000) shares of the Corporation's Common Stock, $.01 par value (the
     "2007 Restricted Stock"), under and subject to the terms and conditions of
     the Corporation's 1998 Equity Participation Plan (the "Plan") and this
     Agreement. The Plan is incorporated by reference and made a part of this
     Agreement as though set forth in full herein. Terms which are capitalized
     but not defined in this Agreement have the same meaning as in the Plan
     unless the context otherwise requires. As of the Date of Award, the Grantee
     will be a stockholder of the Corporation with respect to the 2007
     Restricted Stock and will have all the rights of a stockholder with respect
     to the 2007 Restricted Stock, including the right to vote the 2007
     Restricted Stock and to receive all dividends and other distributions paid
     with respect thereto, subject to the restrictions of the Plan and this
     Agreement.

2.   Acceptance of Restricted Stock Award. The Grantee accepts the 2007
     Restricted Stock Award confirmed by this Agreement, acknowledges having
     received a copy of the Plan and agrees to be bound by the terms and
     provisions of the Plan, as the Plan may be amended from time to time;
     provided, however, that no alteration, amendment, revocation or termination
     of the Plan shall, without the written consent of the Grantee, adversely
     affect the rights of the Grantee with respect to the 2007 Restricted Stock.

3.   Restrictions

          A. Grantee shall not sell, exchange, assign, alienate, pledge,
     hypothecate, encumber, charge, give, transfer or otherwise dispose of,
     either voluntarily or by operation of law, any shares of the 2007
     Restricted Stock, or any rights or interests appertaining to the 2007
     Restricted Stock, prior to the lapse of the restrictions set forth herein
     as provided in Section 3(D) below with respect to such shares.

          B. As of the Date of Award, certificates representing the shares of
     the 2007 Restricted Stock will be issued in the name of the Grantee and
     held by the Corporation in escrow until the lapse of restrictions set forth
     herein as provided in Section 3(D) below with respect to such shares.

          C. The Grantee understands the provisions of Article 7.2 of the Plan
     to the effect that the obligation of the Corporation to issue shares of
     Common Stock under the Plan is subject to (i) the effectiveness of a
     registration statement under the Securities Act of 1933, as amended, if
     deemed necessary or appropriate by counsel for the Corporation, (ii) the
     condition that the shares shall have been listed (or authorized for listing
     upon official notice of issuance) upon each stock exchange, if any, on
     which the Common Stock may then be listed, and (iii) any other applicable
     laws, regulations, rules and orders which may then be in effect.


<PAGE>

                                                                       EXHIBIT A


          The certificate or certificates representing the shares to be issued
     or delivered hereunder may bear any legends required by any applicable
     securities laws and may reflect any transfer or other restrictions imposed
     by the Plan, and the Corporation may at some time issue to the stock
     transfer agent appropriate stop-transfer instructions with respect to such
     shares. In addition, also as a condition precedent to the issuance or
     delivery of shares, the Grantee may be required to make certain other
     representations and warranties and to provide certain other information to
     enable the Corporation to comply with the laws, rules, regulations and
     orders specified under the first sentence of this Section 3(C) and to
     execute a joinder to any shareholders' agreement of the Corporation, in the
     form provided by the Corporation, pursuant to which the transfer of shares
     received under the Plan may be restricted.

          D. Except as specifically provided in Subsection 3(E) below, the
     restrictions applicable to the 2007 Restricted Stock granted hereunder
     shall lapse and expire upon any termination of Grantee's employment by the
     Corporation or by the Grantee at any time, for any reason, regardless of
     whether such termination of employment is with or without Cause (as such
     term is defined in the 2007 Employment Agreement) and regardless of whether
     such termination of employment is with or without Good Reason (as such term
     is defined in the 2007 Employment Agreement).

          E. If the employment of Grantee terminates during the period from the
     Date of Award to the second anniversary of the Date of Award as a result of
     the termination of employment by Grantee voluntarily or without Good
     Reason, then from and after the date of termination of employment, all of
     Grantee's rights to the 2007 Restricted Stock granted hereunder shall
     expire, and the 2007 Restricted Stock shall be deemed to be the property of
     the Corporation.

4.   Withholding of Taxes. The Grantee will be advised by the Corporation as to
     the amount of any Federal income or employment taxes required to be
     withheld by the Corporation on the compensation income resulting from the
     award of or lapse of restrictions on the 2007 Restricted Stock. The timing
     of the withholding will depend on whether the Grantee makes an election
     under Section 83(b) of the Code. State, local or foreign income or
     employment taxes may also be required to be withheld by the Corporation on
     any compensation income resulting from the award of the 2007 Restricted
     Stock. The Grantee will pay any taxes required to be withheld directly to
     the Corporation upon request.

     If the Grantee does not pay any taxes required to be withheld directly to
     the Corporation within ten days after any request as provided above, the
     Corporation may withhold such taxes from any other compensation to which
     the Grantee is entitled from the Corporation. The Grantee will hold the
     Corporation harmless in acting to satisfy the withholding obligation in
     this manner if it becomes necessary to do so.


                                       -2-
<PAGE>

                                                                       EXHIBIT A


5.   Interpretation of Plan and Agreement. This Agreement is the agreement
     referred to in Article 3.1 of the Plan. If there is any conflict between
     the Plan and this Agreement, the provisions of the Plan will control. Any
     dispute or disagreement which arises under or in any way relates to the
     interpretation or construction of the Plan or this Agreement will be
     resolved by the Administrator and the decision of the Administrator will be
     final, binding and conclusive for all purposes.

6.   Effect of Agreement on Rights of Corporation and Grantee. This Agreement
     does not confer any right on the Grantee to continue in the employ of the
     Corporation or interfere in any way with the rights of the Corporation to
     terminate the employment of the Grantee.

7.   Binding Effect. This Agreement will be binding upon the successors and
     assigns of the Corporation and upon the legal representatives, heirs and
     legatees of the Grantee.

8.   Entire Agreement. This Agreement constitutes the entire agreement between
     the Corporation and the Grantee and supersedes all prior agreements and
     understandings, oral or written, between the Corporation and the Grantee
     with respect to the subject matter of this Agreement.

9.   Amendment. This Agreement may be amended only by a written instrument
     signed by the Corporation and the Grantee.

10.  Section Headings. The Section headings contained in this Agreement are for
     reference purposes only and will not affect in any way the meaning or
     interpretation of any of the provisions of this Agreement.

11.  Governing Law and Jurisdiction. This Agreement will be governed by, and
     construed and enforced in accordance with, the laws of the State of
     California.

IN WITNESS WHEREOF, the Corporation and the Grantee have executed this Agreement
as of the Date of Award.

                                        LTC PROPERTIES, INC.

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title: Chairman, Compensation Committee

                                        GRANTEE:

                                        ----------------------------------------
                                        Wendy Simpson


                                       -3-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>a5327238ex10-2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>

                                                                    EXHIBIT 10.2
                            2007 AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         This 2007 Amended and Restated Employment Agreement (the "Agreement")
is made as of February 6, 2007, effective as of March 1, 2007, by and between
LTC PROPERTIES, INC., a corporation organized under the laws of the State of
Maryland ("LTC" or the "Company"), and ANDRE C. DIMITRIADIS ("Executive"), and
amends and restates the Employment Agreement dated July 1, 1992, by and between
LTC and Executive (the "Prior Employment Agreement"), as amended, effective as
of July 1, 1998.


         NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


                  1. Effective Date, Appointment, Title and Duties. The
effective date of this Agreement is March 1, 2007 ("Effective Date"). LTC hereby
accepts the resignation of Executive from his position of Chief Executive
Officer and hereby employs Executive to serve as its Executive Chairman of the
Board, subject to the terms hereof. In such capacity, Executive shall report to
the Board of Directors of the Company, and shall have such duties, powers and
responsibilities as are customarily assigned to the Executive Chairman of the
Board of a publicly-held corporation. In addition, Executive shall have such
other duties and responsibilities as the Board of Directors may reasonably
assign him, with his consent, including serving with the consent or at the
request of the Company on the board of directors of affiliated corporations,
provided that such duties are commensurate with and customary for a senior
executive officer bearing Executive's experience, qualifications, title and
position.


                  2. Term of Agreement. The initial term of this Agreement shall
be for a four (4) year period, commencing on the Effective Date and ending
February 28, 2011. Unless the employment hereunder shall have been terminated in
accordance with the provisions hereof, the term of this Agreement shall be
extended beyond February 28, 2011 such that at each and every moment of time
hereafter the remaining term shall not be less than four (4) years. For purposes
of this Agreement, a resignation by Executive which is for "Good Reason," as
described in Section 5 below shall not constitute a termination of this
Agreement.


                  3. Acceptance of Position. Executive accepts the position of
Executive Chairman of the Board of LTC, and agrees that during the term of this
Agreement he will faithfully perform his duties. Executive will devote
approximately two full business days per week to the business and affairs of
LTC. During the term of his employment by LTC, Executive 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 without the consent of LTC, provided that Executive will disclose such
other board memberships to the LTC board of directors. Any compensation or
remuneration which Executive receives in consideration of his service on the
board of directors of other companies or for other non-competitive activities
outside of his service hereunder 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.


<PAGE>

                  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 Two Hundred Forty Thousand Dollars ($240,000) per annum,
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 base salary has
been increased.

                     (b) During the term hereof, 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 from time to time.

                     (c) Health Insurance Benefits. LTC shall provide to
Executive and his two daughters LTC health insurance benefits, of a type and
nature no less favorable to Executive than the health insurance benefits made
available by LTC to Executive and to LTC's other senior executives at the time
of the execution of this Agreement, for so long as Executive is employed
hereunder and for the lifetime of the Executive, provided that the Company may
terminate such health insurance for Executive's two daughters at such time as
they attain the age of twenty-two (22) years. The benefits described in the
preceding sentence shall be referred to herein as Executive's "Health Insurance
Benefits".

                         (i) In the event LTC ceases to offer health insurance
coverage to its senior executives or LTC elects in its sole discretion to
discontinue providing Executive with Executive's Health Insurance Benefits, LTC
shall have the option (a) at the Company's expense, to purchase health insurance
coverage no less favorable to Executive than Executive's Health Insurance
Benefits, or (b) terminate all further Health Insurance Benefits to Executive
and in lieu thereof make a one time payment of Two Hundred Fifty Thousand
Dollars ($250,000) to Executive (a "Health Insurance Buyout").

                         (ii) In order to effect a Health Insurance Buyout, LTC
shall give no less than sixty (60) days' prior written notice to Executive that
LTC has elected to terminate Executive's Health Insurance Benefits. Such notice
shall not be effective nor shall it relieve LTC of its obligations under this
Section 4(c) unless it is accompanied by payment in full of the aforesaid Two
Hundred Fifty Thousand Dollars ($250,000).

                         (iii) Executive's rights to the benefits set forth in
this Section 4(c) and the subsections of this Section 4(c) shall survive any
termination or expiration of this Agreement and the termination of Executive's
employment, regardless of whether such termination is by the Executive or by the
Company and regardless of whether such termination is for any or no reason or
with or without Good Reason or Cause.


                                       2
<PAGE>

                     (d) Executive shall be eligible to participate in any LTC
incentive stock option or bonus plan offered by LTC to its senior Executives,
subject to the terms thereof and the discretion of the Board of Directors.

                     (e) 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 Compensation Committee of the Board of Directors or, if
there is no Compensation Committee, the Board of Directors.

                     (f) The Company and Executive are parties to Restricted
Stock Agreements dated March 12, 1999 and December 7, 2005 between the Company
and Executive (the "RS Agreements). As set forth in the RS Agreements, Executive
has previously been awarded certain restricted stock awards (the "Prior RSA's")
under the LTC Properties, Inc. Amended and Restated 1992 Stock Option Plan, as
amended on December 2, 1995 and the LTC Properties, Inc. 2004 Restricted Stock
Plan. As of the execution of this Agreement, an aggregate of fifty-four thousand
nine hundred sixty (54,960) shares of the Prior RSA's remain subject to certain
restrictions, which restrictions lapse, among other things, with the passage of
time. The RS Agreements are hereby deemed modified and amended as of the
Effective Date to provide that (i) no prior existing schedule for the lapsing of
such restrictions shall have any further force and effect, and (ii) all
restrictions applicable to such shares shall lapse only and immediately upon any
termination of Executive's employment by any party, for any reason, regardless
of whether such termination of employment is with or without Cause and
regardless of whether such termination of employment is with or without Good
Reason.


         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 of Executive Chairman of the
Board of LTC 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 provided in 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.


                                       3
<PAGE>

            (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 (except as permitted in Section 6(d) of
this Agreement), duties, or salary; (ii) a material reduction in benefits; (iii)
a direction by the Board of Directors that Executive report to any person or
group other than the Board of Directors, or (iv) a geographic relocation of
Executive's place of work a distance of more than fifty (50) miles from LTC's
offices located 31365 Oak Crest Drive, Suite 200, Westlake Village, CA 91361.
Executive's statement that a resignation was based upon one of the events stated
in this section shall be conclusive and binding for purposes of this Agreement
if the resignation occurs within twelve (12) months following the event.


            (d) "Affiliate" means the Company's successors, any Person whose
actions result in a Change in Control or any corporation affiliated (or which,
as a result of the completion of the transactions causing a Change in Control
shall become affiliated) with the Company within the meaning of Section 1504 of
the Code.


            (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 otherwise in effect at any time subsequent to the Effective Date.


            (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 Persons, the Company or a Person that directly or indirectly
controls, is controlled by, or is under common control with, the Company) is or
becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing thirty percent (30%) or more of the combined voting power
of the Company's then outstanding securities; or


                (ii) the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation (or other entity), other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than sixty-six and two-thirds percent (66-(2)/3%) of
the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation;
provided, however, that a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no Person
acquires thirty percent (30%) or more of the combined voting power of the
Company's then outstanding securities shall not constitute a Change in Control;
or


                (iii) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets; or


                                       4
<PAGE>

                (iv) a majority of the members of the Board of Directors of the
Company cease to be Continuing Directors.


            (h) "Code" means the Internal Revenue Code of 1986, as amended.


            (i) "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors who (i) was a member of such Board of
Directors on the date of the Agreement or (ii) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination or election.


            (j) "Exchange Act" means the Exchange Act of 1934, as amended.


            (k) "Person" is given the meaning as such term is used in Sections
13(d) and 14(d) of the Exchange Act; provided, however, that unless this
Agreement provides to the contrary, the term shall not include the entity, any
trustee or other fiduciary holding securities under an employee benefit plan of
the entity, or any corporation owned, directly or indirectly, by the
stockholders of the entity in substantially the same proportions as their
ownership of stock of the entity.


            (l) "Related Person" means any immediate family member (spouse,
partner, parent, sibling or child whether by birth or adoption) of the Executive
and any trust, estate or foundation, the beneficiary of which is the Executive
and/or an immediate family member of the Executive.


         6. Certain Benefits Upon Termination. Executive's employment shall be
terminated upon the earlier of (i) the voluntary resignation of Executive with
or without Good Reason; (ii) Executive's death or permanent disability, or (iii)
upon the termination of Executive's employment by LTC for any reason at any
time. In the event of such termination, the below provisions of this Section 6
shall apply, and, in the event of a Change in Control, whether or not
Executive's employment is terminated thereby, Section 6(e) shall apply.

           (a) If Executive's employment by LTC is terminated by LTC at any time
without Cause, or if Executive terminates his employment for Good Reason, unless
the termination is due to a Change of Control and all required payments are made
to Executive thereunder, the Provisions of Section 6(e) shall remain in full
force and effect until the earlier of (i) a Change of Control and all required
payments to Executive thereunder, and (ii) four (4) years from the effective
date of termination.

           (b) If Executive voluntarily terminates his employment without Good
Reason, (i) LTC shall have no obligation to pay Executive any salary other than
accrued and unpaid salary and accrued vacation pay; (ii) Executive will no
longer be subject to any Change of Control provision; and, (iii) Executive's
Health Insurance Benefits as set forth in Section 4(c) of this Agreement shall
survive such termination, and the restrictions on Executive's Prior RSA's shall
lapse as set forth in Section 4(f) of this Agreement.

           (c) If Executive's employment by LTC terminates for any reason other
than as a result of (i) a termination for Cause, or (ii) a voluntary resignation
by Executive without Good Reason, or (iii) a Change in Control of the Company,
then LTC shall pay Executive a lump sum severance payment equal to four times
his Base Salary; provided that if employment terminates by reason of Executive's
death or disability, then such salary shall be paid only to the extent the
Company has available "key man" life, disability or similar insurance relating
to the death or disability of Executive.


                                       5
<PAGE>

           (d) In the event the Company nominates Executive to a proposed slate
of Directors and recommends his election, but Executive is not elected, the
terms and provisions of this Agreement shall remain in full force and effect;
provided, however, Executive's position and title shall be changed to Senior
Advisor/Consultant to the Chief Executive Officer, but there shall be no
reduction in his compensation or benefits.

           (e) Upon a Change in Control of the Company, whether or not
Executive's employment is terminated thereby, (i) LTC shall pay Executive a lump
sum severance payment in cash equal to Five Million Dollars ($5,000,000), (ii)
all stock options shall automatically become exercisable, Executive's employment
shall be terminated, and as provided in Section 4(f) hereof, restrictions on all
Prior RSA's shall automatically lapse concurrently upon such termination;
provided, however, Executive's Health Care Benefits and the Health Insurance
Buyout Right under Section 4 shall remain in full force and effect and shall
survive such termination.

           (f) COBRA. If Executive's employment by LTC terminates for any
reason, except for LTC's termination of Executive's employment for Cause or a
voluntary resignation by Executive without a Good Reason, LTC shall offer to
Executive the opportunity to participate in all Company-provided medical and
dental plans to the extent Executive elects and remains eligible for coverage
under COBRA for a maximum period of eighteen (18) months at Company expense to
the extent the benefits thereunder are not duplicative of Executive's Health
Insurance Benefits; provided, however, in the event Executive's employment by
LTC terminates upon a Change in Control of the Company, then Executive shall not
be given the opportunity to participate in any of such medical and dental plans
except to the extent required by law and except as required in accordance with
Executive's Health Insurance Benefits. The provisions of this Section 6(f) are
intended to specify Executive's rights under COBRA and are not intended to limit
or reduce Executive's Health Insurance Benefits.

           (g) In the event that Executive's employment terminates by reason of
his death, all benefits provided in this Section 6 shall be paid to his estate
or as his executor shall direct, but payment may be deferred until Executive's
executor or personal representative has been appointed and qualified pursuant to
the laws in effect in Executive's jurisdiction of residence at the time of his
death; provided, however, Executive's Health Insurance Benefits as they relate
to his daughters shall remain in full force and effect until Executive's
daughters attain the age of 22 years.

           (h) LTC shall make all payments pursuant to the foregoing subsections
(a) through (g) concurrently with the date of termination of Executive's
employment or consummation of a Change in Control of the Company, as applicable.


                                       6
<PAGE>

           (i) LTC shall have no liability under this Section 6 if Executive's
employment pursuant to this Agreement is terminated by LTC for Cause or by
Executive without a Good Reason; provided, however, that if Executive's
employment pursuant to this Agreement is terminated by LTC for Cause or by
Executive without a Good Reason at any time after a Change of Control which did
not result in Executive's employment being terminated, such post-Change of
Control termination by LTC for Cause or by Executive without a Good Reason shall
not affect in any way Executive's Health Insurance Benefits or the Health
Insurance Buyout Right, the one time severance payment described in Paragraph
6(e), above or any other rights, benefits or entitlements to which Executive may
be entitled as a result of such Change of Control.

           (j) Gross-Up.


               (i) If it shall be determined that any payment, distribution or
benefit received or to be received by Executive from the Company (whether
payable pursuant to the terms of this Agreement or any other plan, arrangements
or agreement with the Company or an Affiliate (as defined above) ("Payments")
would be subject to the excise tax imposed by Section 4999 of the Code (the
"Excise Tax"), then Executive shall be entitled to receive an additional payment
(the "Excise Tax Gross-Up Payment) in an amount such that the net amount
retained by Executive, after the calculation and deduction of any Excise Tax on
the Payments and any federal, state and local income taxes and excise tax on the
Excise Tax Gross-Up Payment provided for in this Section 6(j), shall be equal to
the Payments. In determining this amount, the amount of the Excise Tax Gross-Up
Payment attributable to federal income taxes shall be reduced by the maximum
reduction in federal income taxes that could be obtained by the deduction of the
portion of the Excise Tax Gross-Up Payment attributable to state and local
income taxes. Finally, the Excise Tax Gross-Up Payment shall be reduced by
income or excise tax withholding payments made by the Company or any affiliate
of either to any federal, state or local taxing authority with respect to the
Excise Tax Gross-Up Payment that was not deducted from compensation payable to
Executive.


               (ii) All determinations required to be made under this Section
6(j), including whether and when an Excise Tax Gross-Up Payment is required and
the amount of such Excise Tax Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, except as specified in Section
6(j)(i) above, shall be made by the Company's independent auditors (the
"Accounting Firm"), which shall provide detailed supporting calculations both to
the Company and Executive within fifteen (15) business days after the Company
makes any Payments to Executive. Such determination of tax liability made by the
Accounting Firm shall be subject to review by Executive's tax advisor and, if
Executive's tax advisor does not agree with such determination reached by the
Accounting Firm, then the Accounting Firm and Executive's tax advisor shall
jointly designate a nationally recognized public accounting firm, which shall
make such determination. All reasonable fees and expenses of the accountants and
tax advisors retained by either Executive or the Company shall be borne by the
Company. Any Excise Tax Gross-Up Payment, as determined pursuant to this Section
6(j), shall be paid by the Company to Executive within five days after the
receipt of such determination. Any determination by a jointly designated public
accounting firm shall be binding upon the Company and Executive.


                                       7
<PAGE>

               (iii) As a result of the uncertainty in the application of
Subsection 4999 of the Code at the time of the initial determination hereunder,
it is possible that Excise Tax Gross-Up Payments will not have been made by the
Company that should have been made consistent with the calculations required to
be made hereunder ("Underpayment"). In the event that Executive thereafter is
required to make a payment of any Excise Tax, any such Underpayment calculated
in accordance with and in the same manner as the Excise Tax Gross-Up Payment in
Section 6(j)(i) above shall be promptly paid by the Company to or for the
benefit of Executive. In the event that the Excise Tax Gross-Up Payment exceeds
the amount subsequently determined to be due, such excess shall constitute a
loan from the Company (together with interest at the rate provided in Section
1274(b)(2)(B) of the Code).


         7. [Intentionally Omitted.]


         8. Indemnification. LTC shall indemnify Executive and hold him harmless
from and against all claims, losses, damages, expense or liabilities (including
expenses of defense and settlement) based upon or in any way arising from or
connected with his employment by LTC, to the maximum extent permitted by law. To
the fullest extent permitted by law, LTC shall advance to Executive all expenses
necessary in connection with the defense of any action or claim which is brought
if indemnification cannot be determined to be available prior to the conclusion
of such action or the investigation of such claim. The provisions of this
Section 8 shall survive any termination or expiration of this Agreement. LTS
shall investigate in good faith the availability and cost of directors' and
officers' insurance and shall include Executive as an insured in any directors'
and officers' insurance policy it maintains.


         9. Attorney Fees. In the event that any action or proceeding is brought
to enforce the terms and provisions of this Agreement, the prevailing party
shall be entitled to recover reasonable attorneys' fees.


         10. Notices. All notices and other communications provided to either
party hereto under this Agreement shall be in writing and delivered by certified
or registered mail to such party at its address set forth below its signature
hereto, or at such other address as may be designated by such party in a notice
to the other party. Any notice, if mailed and properly addressed with postage
prepaid, shall be deemed given when received.


         11. Construction. In construing this Agreement, above, if any portion
of this Agreement shall be found to be invalid or unenforceable, the remaining
terms and provisions of this Agreement shall be given effect to the maximum
extent permitted without considering the void, invalid or unenforceable
provision. In construing this Agreement, the singular shall include the plural,
the masculine shall include the feminine and neuter genders as appropriate, and
no meaning or effect shall be given to the captions of the sections in this
Agreement, which are inserted for convenience of reference only without
limitation to the foregoing. Without limitation to the foregoing, nothing in
this Agreement is intended to violate the Sarbanes-Oxley Act of 2002, and to the
extent that any provision of this Agreement would constitute such a violation,
such provision shall be modified to the extent required by such Act, or, to the
extent such provision cannot be so modified and is found to be invalid or
unenforceable, the remaining terms and provisions shall be given effect to the
maximum extent permitted without considering the void, invalid or unenforceable
provision.


                                       8
<PAGE>

                  Notwithstanding any other provision of the Agreement, to the
extent that (i) any amount paid pursuant to the Agreement is treated as
nonqualified deferred compensation pursuant to Section 409A of the Internal
Revenue Code of 1986 (the "Code") and (ii) the Executive is a "specified
employee" pursuant to Section 409A(2)(B) of the Code, then such payments shall
be made on the date which is six (6) months after the date of the Executive's
separation from service. In connection with the payment of any obligation that
is delayed pursuant to this Rider, the Company shall establish an irrevocable
trust to hold funds to be used for payment of such obligations. Upon the date
that such amount would otherwise be payable, the Company shall deposit into such
irrevocable trust an amount equal to the obligation. However, notwithstanding
the establishment of the irrevocable trust, the Company's obligations under the
Agreement upon the Executive's termination of employment shall constitute a
general, unsecured obligation of the Company and any amount payable to the
Executive shall be paid solely out of the Company's general assets, and the
Executive shall have no right to any specific assets of the Company. The funds,
if any, contained or contributed to the irrevocable trust shall remain available
for the claims of the Company's general creditors.


         12. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.


         13. Governing Law. The provisions of this Agreement shall be construed
and interpreted in accordance with the internal laws of the State of California
as at the time in effect.


         14. Entire Agreement. This Agreement constitutes the entire agreement
and supersedes all other prior agreements (including the Prior Employment
Agreement) and undertakings, both written and oral, among Executive and the
Company, with respect to the subject matter hereof.


                                       9
<PAGE>

                  IN WITNESS WHEREOF, this Agreement has been executed on the
date set forth below, to be effective as of the date specified in the first
paragraph of this Agreement.


                                               LTC PROPERTIES, INC.,
                                               a Maryland Corporation


Dated Signed:     February 6, 2007             By:   /s/Wendy Simpson
              ----------------------              ------------------------------
                                                     Chief Executive Officer

Address:
                                               By:   /s/ Timothy Triche
- ------------------------------------              ------------------------------
                                                     Chairman of Compensation
- ------------------------------------                 Committee

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

                                               Executive:



Date Signed: February 6, 2007                         /s/ Andre Dimitriadis
            -----------------------               ------------------------------
                                                  Andre C. Dimitriadis

Address:


                                       10
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>a5327238ex10-3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                                                    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.


                                       1
<PAGE>

        (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;


                                       2
<PAGE>

        (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 indirectly
controls, is controlled by, or is under common control with, the Company) is or
becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing 30% or more of the combined voting power of the Company's
then outstanding securities; or

            (ii) The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation (or other entity), other
than a merger or consolidation which would result in the voting securities of
the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) more than 66-2/3% of the combined voting power of the
voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; provided, however, that a merger
or consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person acquires 30% or more of the combined
voting power of the Company's then outstanding securities shall not constitute a
Change in Control; or

            (iii) The Stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets; or

            (iv) A majority of the members of the Board of Directors of the
Company cease to be Continuing Directors;

        (h) "Code" means the Internal Revenue Code of 1986, as amended.

        (i) "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors who (i) was a member of such Board of Directors
on the date of the Agreement or (ii) was nominated for election or elected to
such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such
nomination or election.

        (j) "Exchange Act" means the Exchange Act of 1934, as amended.


                                       3
<PAGE>

        (k) "Person" means any individual, corporation, partnership, limited
liability company, trust, association or other entity.

        (l) "Related Person" means any immediate family member (spouse, partner,
parent, sibling or child whether by birth or adoption) of the Executive and any
trust, estate or foundation, the beneficiary of which is the Executive and/or an
immediate family member of the Executive.

     6. Certain Benefits Upon Termination. Executive's employment shall be
terminated upon the earlier of (i) the voluntary resignation of Executive with
or without Good Reason; (ii) Executive's death or permanent disability; or (iii)
upon the termination of Executive's employment by LTC for any reason at any
time. In the event of such termination, the below provisions of this Section 6
shall apply, and in the event of a Change in Control, whether or not Executive's
employment is terminated thereby, Section 6(b) shall apply.

        (a) If Executive's employment by LTC terminates for any reason other
than as a result of (i) a termination for Cause, or (ii) a voluntary resignation
by Executive without a Good Reason, or (iii) a Change in Control of the Company,
then LTC shall pay Executive a lump sum severance payment equal to her Base
Salary; provided that if employment terminates by reason of Executive's death or
disability, then such salary shall be paid only to the extent the Company has
available "key man" life, disability or similar insurance relating to the death
or disability of Executive;

        (b) Upon a Change in Control of the Company whether or not Executive's
employment is terminated thereby, in lieu of the severance payment described in
Section 6(a) above, LTC shall pay Executive a lump sum severance payment in cash
equal to two times her Base Salary, and all stock options and/or restricted
stock shall automatically vest concurrently upon a Change in Control,
notwithstanding any prior existing vesting schedule;

        (c) If Executive's employment by LTC terminates for any reason, except
for LTC's termination of Executive's employment for Cause or a voluntary
resignation by Executive without a Good Reason, LTC shall offer to Executive the
opportunity to participate in all Company-provided medical and dental plans to
the extent Executive elects and remains eligible for coverage under COBRA and
for a maximum period of eighteen (18) months at Company expense; provided,
however, in the event Executive's employment by LTC terminated upon a Change in
Control of the Company, then Executive shall not be given the opportunity to
participate in any of such medical and dental plans, except to the extent
required by law;

        (d) In the event that Executive's employment terminates by reason of her
death, all benefits provided in this Section 6 shall be paid to her estate or as
her executor shall direct, but payment may be deferred until Executive's
executor or personal representative has been appointed and qualified pursuant to
the laws in effect in Executive's jurisdiction of residence at the time of her
death;

        (e) LTC shall make all payments pursuant to the foregoing subsections
(a) through (d) within seven (7) days following the date of termination of
Executive's employment or consummation of a Change in Control of the Company, as
applicable;


                                       4
<PAGE>

        (f) Notwithstanding the foregoing, LTC shall have no liability under
this Section if Executive's employment pursuant to this Agreement is terminated
by LTC for Cause or by Executive without a Good Reason; provided, however, that
if Executive's employment pursuant to this Agreement is terminated by LTC for
Cause or by Executive without a Good Reason at any time after a Change of
Control which did not result in Executive's employment being terminated, such
post-Change of Control termination by LTC for Cause or by Executive without a
Good Reason shall not affect in any way Executive's entitlement to the lump sum
severance payment described in Section 6(b) above or any other rights, benefits
or entitlements to which Executive may be entitled as a result of such Change of
Control;

     7. Indemnification. LTC shall indemnify Executive and hold him harmless
from and against all claims, actions, losses, damages, expense or liabilities
(including expenses of defense and settlement) ("Claim") based upon or in any
way arising from or connected with her employment by LTC, to the maximum extent
permitted by law. To the extent permitted by law, LTC shall advance to Executive
any expenses necessary in connection with the defense of any Claim which is
brought if indemnification cannot be determined to be available prior to the
conclusion of, or the investigation of, such Claim. The parties hereto agree
that each understands and has understood that notwithstanding the above-stated
provisions, nothing herein shall require LTC to hold harmless or indemnify
Executive with respect to any Claim which is brought or asserted against
Executive by LTC. LTC shall investigate in good faith the availability and cost
of directors' and officers' insurance and shall include Executive as an insured
in any directors' and officers' insurance policy of such insurance it maintains.
The provisions of this Section 7 shall survive any termination or expiration of
this Agreement.

     8. Attorney Fees. In the event that any action or proceeding is brought to
enforce the terms and provisions of this Agreement, the prevailing party shall
be entitled to recover reasonable attorney fees.

     9. Notices. All notices and other communications provided to either party
hereto under this Agreement shall be in writing and delivered by certified or
registered mail to such party at its/his address set forth below its/his
signature hereto, or at such other address as may be designated with postage
prepaid, shall be deemed given when received.

     10. Construction. In constructing this Agreement, if any portion of this
Agreement shall be found to be invalid or unenforceable, the remaining terms and
provisions of this Agreement shall be given effect to the maximum extent
permitted without considering the void, invalid or unenforceable provisions. In
construing this Agreement, the singular shall include the plural, the masculine
shall include the feminine and neuter genders as appropriate, and no meaning in
effect shall be given to the captions of the sections in this Agreement, which
are inserted for convenience of reference only.

            Notwithstanding any other provision of the Agreement, to the extent
that (i) any amount paid pursuant to the Agreement is treated as nonqualified
deferred compensation pursuant to Section 409A of the Internal Revenue Code of
1986 (the "Code") and (ii) the Executive is a "specified employee" pursuant to
Section 409A(2)(B) of the Code, then such payments shall be made on the date
which is six (6) months after the date of the Executive's separation from
service. In connection with the payment of any obligation that is delayed
pursuant to this Rider, the Company shall establish an irrevocable trust to hold
funds to be used for payment of such obligations. Upon the date that such amount
would otherwise be payable, the Company shall deposit into such irrevocable
trust an amount equal to the obligation. However, notwithstanding the
establishment of the irrevocable trust, the Company's obligations under the
Agreement upon the Executive's termination of employment shall constitute a
general, unsecured obligation of the Company and any amount payable to the
Executive shall be paid solely out of the Company's general assets, and the
Executive shall have no right to any specific assets of the Company. The funds,
if any, contained or contributed to the irrevocable trust shall remain available
for the claims of the Company's general creditors.


                                       5
<PAGE>

     11. Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.

     12. Governing Law. The provisions of this Agreement shall be construed and
interpreted in accordance with the internal laws of the State of California as
at the time in effect.

     13. Entire Agreement. This Agreement constitutes the entire agreement and
supersedes all other prior agreements and undertakings, both written and oral,
among Executive and the Company, with respect to the subject matter hereof.

            IN WITNESS WHEREOF, this Agreement shall be effective as of the date
specified in the first paragraph of this Agreement.


                                          LTC PROPERTIES, INC.,
                                          a Maryland corporation


Address:  31365 Oak Crest Drive,
          Suite 200                       /s/ Andre Dimitriadis
                                          --------------------------------------
          Westlake Village, CA  91361      Andre C. Dimitriadis
                                           Executive Chairman



                                        By:   /s/ Timothy Triche
                                           -------------------------------------
                                           Compensation Committee Representative



Address:                                  /s/ Pamela Shelley-Kessler
                                          --------------------------------------
                                          Pamela Shelley-Kessler
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>a5327238ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    Exhibit 99.1

             LTC Announces Promotion of Wendy Simpson to
                Chief Executive Officer and President

    WESTLAKE VILLAGE, Calif.--(BUSINESS WIRE)--Feb. 6, 2007--LTC
Properties, Inc. (NYSE:LTC) announced today that as of March 1, 2007,
Wendy Simpson is promoted to Chief Executive Officer and President of
the Company. Ms. Simpson joined the Company's Board in 1995, was Vice
Chairman since April 2000, Chief Financial Officer since July 2000 and
President and Chief Financial Officer since November 2005.

    Andre C. Dimitriadis will assume the title of Executive Chairman
of LTC, devoting approximately two business days a week to his duties.

    Additionally, LTC has promoted Pamela Kessler to the position of
Senior Vice President and Chief Financial Officer. Ms. Kessler joined
LTC in July 2000 as Vice President and Controller.

    LTC Properties was founded in May 1992 by Mr. Dimitriadis and went
public in August 1992 at $10 per share.

    The Company is a self-administered real estate investment trust
that primarily invests in long-term care and other health care related
facilities through mortgage loans, facility lease transactions and
other investments. For more information on LTC Properties, Inc., visit
the Company's website at www.ltcproperties.com.

    CONTACT: LTC Properties, Inc.
             Andre C. Dimitriadis, Chairman & CEO
             Wendy L. Simpson, President, COO & CFO
             805-981-8655
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
