Exhibit 10.1


 


[EMPLOYEE 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                 ,
an employee of the Company (“Optionee”).


RECITALS:


A.   Company has adopted the 2006 Incentive Plan
(the “Plan”) to promote the interests of the Company, its subsidiaries [hereinafter
the term “Company” includes, where appropriate, all of the Company’s
subsidiaries, as that term is defined in section 424(f) of the Internal Revenue
Code of 1986, as amended (“Code”)] and its stockholders by encouraging selected
employees of Company, such as Optionee, to invest in Company’s shares of Common
Stock, having a par value $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 and should enhance the
efforts of Company to attract and retain competent key employees.


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, 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 closing price on                 
($                )]
per share (“Option Price”).  The Option
Price is considered by the Company and Optionee to be not less than the fair market
value of the Common Stock on the Effective Date, which is the date on which the
Option was granted to Optionee (“Option Date”).


2.             Term of Option.  The Option shall continue for a term ending
ten years from the Option Date (“Termination Date”), unless sooner terminated
as provided in Sections 5 and 6.


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


 









 



 


(a)           First
Installment. 
Commencing on the Option Date, Optionee may exercise the Option for up
to 33 1/3 percent of the number of Option Shares.


(b)           Second
Installment. 
Commencing on the first anniversary of the Option Date, Optionee may
exercise the Option for 66 2/3 percent of the number of Option Shares, less the
number of Option Shares for which the Optionee has already exercised the
Option.


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


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) and making provision for any applicable withholding
taxes.


(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 and any required withholding taxes,
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
employment 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.


5.             Restrictions
on Transfer of Option. 
During Optionee’s lifetime, the Option shall be exercisable only by
Optionee, and neither the Option nor any right hereunder shall be transferable
except by will or the laws of descent and distribution except as provided
herein.  The Optionee may transfer in
accordance with the Plan all or part of the Option to (i) the spouse, children
or grandchildren of the Optionee (“Immediate Family Members”), (ii) a trust or
trusts for the exclusive benefit of the


 









 



 


Optionee and/or the Optionee’s Immediate Family
Members or (iii) a partnership or limited liability company in which Optionee
and/or the Optionee’s Immediate Family Members are the only partners or
members.  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 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.


6.             Exercise of the Option Upon Termination of Employment.


(a)           Termination
of Employment Other Than for Death, Disability, Retirement or Cause.  If Optionee ceases to be an Employee prior to
the Termination Date for any reason other than death, Disability, Retirement,
or termination for Cause, Optionee or such Optionee’s personal representative
may at any time within a period of 180 days after Optionee ceases to be an
Employee, exercise the Option to the extent the Option was exercisable by
Optionee on the date Optionee ceases to be an Employee.


(b)           Termination
of Employment for Cause.  If Optionee ceases to be an Employee because
of termination for Cause, the Option, whether or not exercisable, shall
terminate on the date Optionee ceases to be an Employee.


(c)           Termination
of Employment due to Death or Disability.  In the event of the death or Disability of
Optionee while Optionee is an Employee, this Option shall become fully vested
and immediately exercisable.  Optionee or
Optionee’s personal representative or the person or persons to whom Optionee’s
rights under the Option shall pass by will or by application of the laws of
descent and distribution in the event of death, may, at any time within a
period of two years after Optionee’s death or determination of Disability,
whichever shall be applicable, exercise the Option in full.


(d)           Termination
of Employment due to Retirement.  If Optionee ceases to be an Employee due to
Retirement, Optionee may, at the time within a period of two years after
Optionee’s Retirement, exercise the Option to the extent the Option was
exercisable by Optionee on the date of Optionee’s Retirement.


(e)           Restrictions
on Exercise. 
Notwithstanding anything contained in this Section 6, in no event may
the Option be exercised after the Termination Date.


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


8.             Change in Control.  Notwithstanding the provisions of Section 3,
upon a Change in Control, Optionee shall have the right to exercise the Option
in full as to all Option Shares.


9.             Agreement
Does Not Grant Employment Rights.  Neither the granting of the Option, nor the
exercise thereof, shall be construed as granting to Optionee any right to
employment by Company.  The right of the
Company to terminate Optionee’s


 









 



 


employment at any time, whether by dismissal,
discharge, retirement or otherwise, is specifically reserved.


10.          Withholding.  Optionee acknowledges that the Company will
be required to withhold certain taxes at the time Optionee exercises the
Option.  Withholdings by the Company will
not exceed the minimum required by law.


11.          Miscellaneous.


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


(b)           Incorporation
of Plan. 
Except as specifically provided herein, 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 not defined herein 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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