Exhibit 10.4


 


[DIRECTOR
FORM]


VENTAS,
INC.

RESTRICTED STOCK AGREEMENT


THIS RESTRICTED STOCK AGREEMENT (“Agreement”)
is made and entered into as of the                day of               ,
by and between VENTAS, INC., a Delaware
corporation (“Company”), and               ,
a director of the Company (“Director”).


RECITALS:


A.                 The
Company has adopted the Ventas, Inc. 2006 Stock Plan for Directors to recognize
the extraordinary time and effort expended by directors for the Company.


B.                 Company
believes that such investment should increase the personal interest and special
efforts of Director in providing for the continued success and progress of
Company and should enhance the efforts of Company to attract and retain
competent non-employee directors.


AGREEMENT:


NOW, THEREFORE, the parties
agree as follows:


1.                                      Issuance
of Common Stock.  The Company
shall cause to be issued to Director               
(          ) shares of Common
Stock (the “Shares”).  The certificates
representing the Shares, together with a stock power duly endorsed in blank by
Director, shall be deposited with the Company to be held by it until the
restrictions imposed upon the Shares by this Agreement have expired.


2.                                      Vesting
of Shares.  If Director has not
forfeited any of the Shares, the restriction on the Transfer (as defined
herein) of the Shares shall expire with respect to one-half of the Shares on                 ,
and shall expire with respect to the balance of the Shares on                 .  Upon expiration of the restriction against
Transfer of any of the Shares pursuant to this Section 2, the Shares shall
vest.  Notwithstanding the foregoing, in
the event of (A) a Change in Control or (B) the death or Disability of Director,
the Shares shall automatically vest and all restrictions on the Shares shall
lapse.


3.                                      Forfeiture
of Shares.  If Director ceases to
be a Director for any reason other than death or Disability, all of the Shares
which have not vested in accordance with Section 2 of this Agreement shall be
forfeited and reconveyed to the Company by Director without additional
consideration and Director shall have no further rights with respect thereto.


4.                                      Restriction
on Transfer of Shares.  Director shall not Transfer any of the
Shares owned by Director until such restriction on the Transfer of the Shares
is removed pursuant to this Agreement. 
For the purposes of this Agreement, the term “Transfer” shall mean any
sale, exchange, assignment, gift, encumbrance, lien, transfer by bankruptcy or
judicial order, transfers by operation of law and all other types of transfers
and dispositions, whether direct or indirect, voluntary or involuntary.


 



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5.                                      Rights
as Stockholder.  Unless the
Shares are forfeited, Director shall be considered a stockholder of the Company
with respect to all such Shares that have not been forfeited and shall have all
rights appurtenant thereto, including the right to vote or consent to all
matters that may be presented to the stockholders and to receive all dividends
and other distributions paid on such Shares. 
If any dividends or distributions are paid in Common Stock, such Common
Stock shall be subject to the same restrictions as the Shares with respect to
which it was paid.


6.                                      Restrictive
Legend.  Each certificate
representing the Shares may bear the following legend:


The sale or other
transfer of the shares represented by this Certificate, whether voluntary,
involuntary or by operation of law, is subject to certain restrictions on
transfer (including conditions of forfeiture) as set forth in the Ventas, Inc.
2006 Stock Plan for Directors and in the related Restricted Stock
Agreement.  A copy of the Plan and such Restricted
Stock Agreement may be obtained from the Secretary of Ventas, Inc.


When
the Shares have become vested, Director shall have the right to have the preceding
legend removed from the certificate representing such vested Shares.


7.                                      Agreement
Does Not Grant Employment Rights. 
The granting of Shares shall not be construed as granting to Director
any right to employment by the Company. 
The right of the Company to terminate Director’s employment at any time,
whether by dismissal, discharge, retirement or otherwise, is specifically
reserved.


8.                                      Miscellaneous.


a.                                       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 Director acknowledges receiving prior to the execution hereof and
the terms of which are incorporated by reference.


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


c.                                       Governing
Law.  This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware without regard to its conflict of laws rules.


d.                                       Section
83(b) Election Under the Code.  If
Director timely elects, under Section 83(b) of the Code, to include the fair
market value of the Shares on the date hereof in such Director’s gross income
for the current taxable year, Director agrees to give prompt written notice of
such election to the Company.  Director
hereby acknowledges that the Company may be obligated to withhold income taxes
for the income includable in Director’s income and hereby agrees to make
whatever arrangements are necessary to enable the Company to withhold as
required by law.


 



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e.                                       Defined
Terms.  All capitalized terms not
defined herein shall have the same meanings as set forth in the Plan unless a
different meaning is plainly required by the context.


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


	
   

  	
  VENTAS, INC.

  
	
   

  	
   

  
	
   

  	
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  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NAME

  
							



 



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