THIS EMPLOYMENT AGREEMENT (Agreement) is entered into this 24th day of December, 2019 (the Effective Date), by and between Richard K. Matros (Mr. Matros) and Sabra Health Care REIT, Inc., a Maryland corporation (Sabra or the Company).
WHEREAS, Mr. Matros currently serves as the Chairman of the Board of Directors, Chief Executive Officer (CEO) and President of Sabra;
WHEREAS, Mr. Matros and Sabra are currently party to an Employment Agreement dated as of November 22, 2010 (the Prior Employment Agreement); and
WHEREAS, Mr. Matros and Sabra desire this Agreement to be effective immediately and to govern the employment relationship between Mr. Matros and the Company from and after the Effective Date, and, as of the Effective Date, supersedes and negates all previous agreements and understandings with respect to such relationship (including, without limitation, the Prior Employment Agreement).
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants and agreements contained herein, Mr. Matros and Sabra agree as follows:
Section 1: Term of Employment. Sabra agrees to continue to employ Mr. Matros and Mr. Matros agrees to accept continued employment with Sabra, subject to the terms and conditions of this Agreement. Unless earlier terminated pursuant to the provisions of Sections 4 and 5 hereof, the initial term of employment of Mr. Matros under this Agreement is for a period of three (3) years, commencing on the Effective Date, and terminating on the third anniversary of the Effective Date. On the first anniversary of the Effective Date, and on each anniversary of the Effective Date thereafter, this Agreement shall be renewed for a one (1) year period (the period from and after the Effective Date until the termination of this Agreement is referred to as the Term) unless (i) earlier terminated pursuant to the provisions of Sections 4 and 5 hereof, or (ii) written notice of non-renewal is given by either party to the other at least sixty (60) days prior to the anniversary of the Effective Date occurring in any given year, in which case this Agreement shall be terminated on anniversary of the Effective Date occurring in the second year following the year in which such notice of non-renewal was provided.
Section 2: Duties and Responsibilities. Mr. Matros is employed as CEO and President of Sabra and is engaged as Chairman of the Board of Directors of Sabra (Board of Directors). During the Term, Mr. Matros shall devote his full employment time, efforts, skills and attention exclusively to advancing and rendering profitable the business interests of Sabra, its direct and indirect subsidiaries and their lines of business; provided, however, that to the extent the following activities do not materially interfere or conflict with his duties and responsibilities hereunder and as imposed by applicable laws, rules and regulations, Mr. Matros may (i) continue to serve as a member of the boards of directors of the companies previously disclosed in writing to the Board of Directors, (ii) engage in charitable, civic and religious affairs and (iii) with the prior written consent of the Board of Directors, serve as a member of the board of directors of other companies, subject to the provisions of Sabras Corporate Governance Guidelines, as in effect from time to time. Mr. Matros agrees to report to and render such services, commensurate