Exhibit 10.2


 


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


RECITALS:


A.   Company has adopted the 2006 Incentive Plan (“Plan”) to promote
the interests of Company, its subsidiaries (hereinafter the term “Company”
includes, where appropriate, all of 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
Employee, to invest in 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 Employee in providing for the continued success
and progress of Company and should enhance the efforts of Company to attract
and retain competent key employees.


AGREEMENT:


NOW, THEREFORE, the parties
agree as follows:


1.             Issuance of Common Stock.  The Company shall cause to
be issued to Employee                         
(          ) shares of Common
Stock (the “Shares”).  The certificates
representing the Shares, together with a stock power duly endorsed in blank by
Employee, 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 Employee has not
forfeited any of the Shares, the restriction on the Transfer (as defined
herein) of the Shares shall expire with respect to one-third of the Shares on              ,
and shall expire with respect to an additional one-third 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
Employee, the Shares shall automatically vest and all restrictions on the
Shares shall lapse.


3.             Forfeiture of Shares.  If Employee ceases to be an
Employee 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 Employee without additional
consideration and Employee shall have no further rights with respect thereto.



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4.             Restriction on Transfer of Shares.  Employee shall not Transfer
any of the Shares owned by Employee 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.


5.             Rights as Stockholder.  Unless the Shares are
forfeited, Employee 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 as set forth in the Ventas, Inc. 2006 Incentive Plan 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, Employee 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 Employee any right to employment by the Company.  The right of the Company to terminate
Employee’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 Employee 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.



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


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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NAME

  
					



 



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