Exhibit 10.3


 


[DIRECTOR FORM]


VENTAS, INC.

STOCK OPTION AGREEMENT


THIS STOCK OPTION AGREEMENT (“Agreement”)
is made and entered into as of                 (“Effective
Date”), by and between VENTAS, INC., a
Delaware corporation (“Company”), and                 ,
a non-employee director of the Company (“Optionee”).


RECITALS:


A.             The
Company has adopted the 2006 Stock Plan for Directors (“Plan”) to promote the
interests of the Company, its subsidiaries and stockholders by enabling
directors, such as Optionee, to invest in the Company’s shares of common stock,
having a par value of $0.25 per share (“Common Stock”).


B.               Company
believes that such investment should increase the personal interest and special
efforts of Optionee in providing for the continued success and progress of the
Company.


AGREEMENT:


NOW, THEREFORE, the parties
agree as follows:


1.                Grant
of Option; Option Price.  Company
hereby grants to Optionee, as a matter of separate inducement and agreement in
connection with her being a director of the Company (and not in lieu of any
salary or other compensation for Optionee’s services) the right and option to
purchase (the “Option”) all or any part of an aggregate of                 (           )
shares of Common Stock (“Option Shares”) on the terms and conditions set forth
herein, subject to adjustment as provided in Section 7, at a purchase price of                     ($        ).  The Company and Optionee consider the Option
Price to be not less than the Fair Market Value (as defined in the Plan) of the
Common Stock on the Effective Date, which is the date on which the Option was
granted to Optionee (“Option Date”).


2.                Term
and Time of Exercise of the Option. 
The Option shall commence on the date hereof and continue for a term
ending ten years from the Option Date (“Termination Date”), unless sooner
terminated as provided in Section 6.


3.                Option
Exercisable in Installments. 
Subject to the other terms and conditions stated herein, the right to
exercise the Option shall accrue in installments as follows:


(a)                             First
Installment.  Commencing on the
Option Date, Optionee may exercise the Option for up to 50 percent of the
number of Option Shares.









 



 


(b)                             Second Installment. 
Commencing on the first anniversary of the Option Date, the Option may
be fully exercised to the extent that it has not previously been exercised.


Notwithstanding
the foregoing, upon a Change in Control as defined in the Plan or the
retirement of the Optionee as a director, Optionee shall have the right to
exercise the Option in full as to all Option Shares.


4.                Conditions
to Exercise of the Option.


(a)                             Exercise
of Option.  Subject to the
provisions of Section 3, Optionee may exercise the Option by delivering to
the Company written notice (“Notice”) of exercise stating the number of Option
Shares for which the Option is being exercised accompanied by payment in the
amount of the Option Price multiplied by the number of shares for which the
Option is being exercised (the “Exercise Price”) in the manner provided in
Section 4(b).


(b)                             Payment
of Exercise Price.  Company shall
accept as payment for the Exercise Price (a) a check payable to the order of
Company, (b) the tender of Common Stock (by either actual delivery of Common
Stock or by attestation) having a Fair Market Value (determined as of the close
of the business day immediately preceding the date of exercise of the Option)
provided such Common Stock has been held by Optionee for at least six months
prior to tender, (c) “cashless exercise” through a third party in a transaction
independent of the Company and properly structured to avoid any adverse
accounting consequences to the Company, (d) a combination of the foregoing, or
(e) by any other means which the Committee determines.


(c)                             Delivery
of Shares on Exercise.  As soon
as practicable after receipt of the Notice and payment of the Exercise Price,
Company shall deliver to Optionee, without transfer or issuance tax or other
incidental expense to Optionee, at the office of Company, or at such other
place as may be mutually acceptable, or, at the election of Company, by
certified mail addressed to Optionee at the Optionee’s address shown in the
records of Company, a certificate or certificates for the number of shares of
Common Stock set forth in the Notice and for which Company has received payment
in the manner prescribed herein.  Company
may postpone such delivery until it receives satisfactory proof that the
issuance or transfer of such shares will not violate any of the provisions of
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, any rules or regulations of the Securities and Exchange Commission
promulgated thereunder, or the requirements of applicable state law relating to
authorization, issuance or sale of securities, or until there has been compliance
with the provisions of such acts or rules. 
If Optionee fails to accept delivery of all or any part of the number of
shares of Common Stock specified in such notice upon tender of delivery
thereof, her right to exercise the Option for such undelivered shares may be
terminated by the Company.









 



 


5.                Restrictions
on Transfer of Option.


(a)                             Except
as provided in Section 5(b), the Option shall be exercisable during Optionee’s
lifetime only by Optionee, and neither the Option nor any right hereunder shall
be transferable except by will or the laws of descent and distribution.  The Option may not be subject to execution or
other similar process.  If Optionee
attempts to alienate, assign, pledge, hypothecate or otherwise dispose of the
Option or any of the Optionee’s rights hereunder, except as provided herein or
in Section 5(b), or in the event of any levy or any attachment, execution or
similar process upon the rights or interests hereby conferred, Company may
terminate the Option by notice to Optionee and it shall thereupon become null
and void.


(b)                             Optionee
may, subject to any restrictions under Section 16(b) of the Exchange Act,
transfer all rights under this Agreement to (i) Optionee’s spouse or lineal
descendants (“Immediate Family Members”), (ii) a trust or trusts for the
exclusive benefit of such Optionee and her Immediate Family Members, or (iii) a
partnership or limited liability company in which such Optionee and her
Immediate Family Members are the only partners or members, as applicable;
provided that (a) any such transfer must be without any consideration to
Optionee for such transfer, and (b) all subsequent transfers of any rights
under this Agreement shall be prohibited other than by bequest or the laws of
descent and distribution.  Following any such
transfer, this Agreement shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided that for
purposes of this Agreement and the Plan (excluding Section 6 hereof and
Section 4.2 of the Plan) the term “Optionee” shall be deemed to refer to
the transferee.  Any rights to exercise
the Option transferred hereunder shall be exercisable by the transferee only to
the extent, and for the periods, specified in this Agreement.


6.                Termination
of Option.


(a)                             If
the Optionee ceases to be a director of the Company for any reason other than
death, Disability, retirement or removal for Cause, the Option shall terminate six
months after the Optionee ceases to be a director of the Company (unless the
Optionee dies during such period) or on the Option’s expiration date, if
earlier, and shall be exercisable during such period after the Optionee ceases
to be a director of the Company only with respect to the number of Shares which
the Optionee was entitled to purchase on the day preceding the day on which the
Optionee ceased to be a director.


(b)                             If
the Optionee ceases to be a director of the Company because of removal for
Cause, the Option shall terminate on the date of the Optionee’s removal.


(c)                             In
the event of the Optionee’s death, Disability or retirement while a director of
the Company, or the Optionee’s death within six months after the Optionee
ceases to be a director (other than by reason of removal for Cause), the Option
shall terminate upon the earlier to occur of (i) 12 months after the date
of the Optionee’s death, Disability or retirement, or (ii) the Option’s
expiration date.  The Option shall be









 



 


exercisable during such period after the Optionee’s
death or Disability with respect to the number of Shares as to which the Option
shall have been exercisable on the date preceding the Optionee’s death or
Disability, as the case may be.  In the
event of the retirement of the Optionee, the Option shall be fully exercisable
during such period.


7.                Adjustment
to Option.  The Option shall be
subject to adjustment as provided in the Plan.


8.                Miscellaneous.


(a)                             No
Rights as Stockholder.  Neither
Optionee, nor any person entitled to exercise Optionee’s rights under this
Agreement, shall have any of the rights of a shareholder regarding the shares
of Common Stock subject to the Option, except after the exercise of the Option
as provided herein.


(b)                             Incorporation
of Plan.  This Agreement is and
shall be in all respects subject to the terms and conditions of the Plan, a
copy of which Optionee acknowledges receiving prior to the execution hereof.


(c)                             Captions.  The captions and section headings used herein
are for convenience only, shall not be deemed part of this Agreement and shall
not in any way restrict or modify the context and substance of any section or
paragraph of this Agreement.


(d)                             Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware.


(e)                             Defined
Terms.  All defined terms used
herein which are defined in the Plan shall have the meanings set forth in the
Plan, unless a different meaning is plainly required by the context.









 



 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the day and year first above written.


	
   

  	
  VENTAS, INC.

  
	
   

  	
   

  
	
   

  	
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