Exhibit 10.1

 



 

September 16, 2014

 

VIA E-MAIL

 

Mr. Robert F. Probst

1314 Scott Avenue

Winnetka, IL 60093

 

Dear Bob:

 

I am delighted to extend an offer to you to join Ventas, lnc. (“Ventas” or the “Company’’) as its Executive Vice President and Chief Financial Officer in the Company’s Chicago office. Our Lead Director, Audit Committee members and Executive Management team were all exceedingly impressed by your experiences, your capabilities and your potential to drive Ventas’ success to a new level both domestically and internationally.  As importantly, we are confident about the cultural fit within the Company’s high-performance fast-paced culture. You have the real opportunity to have a fantastic impact on the Company’s continued performance.

 

This letter, including the attached Annex A, sets forth the terms of the offer which will govern your initial employment, should you accept the position.

 

As EVP and CFO, your duties and responsibilities will be as designated by the Company and you will report to Debra A. Cafaro, Chairman and Chief Executive Officer. Your base salary will be paid every other Friday, one week in arrears, consistent with the Company’s payroll practices.  You will be eligible to participate in the Company’s medical and other benefit plans pursuant to their terms, as such plans may be amended by the Company from time to time and/or terminated by the Company in its sole discretion.  An overview of the current benefits has been provided to you.

 

Please be aware that this letter is not intended to, nor shall it, constitute an employment agreement.

 

We are extremely excited to begin working together. If these terms are acceptable, please indicate your concurrence by signing below.

 

With best regards,

 

	
/s/   Edmund M. Brady
    	
 
    
	
 
    	
 
    
	
Edmund   M. Brady, III
    	
 
    
	
Senior   Vice President and Chief Human Resources Officer
    	
 
    


 

 

	
ACCEPTED   THIS 16th DAY OF SEPTEMBER, 2014:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/   Robert F. Probst
    	
 
    
	
Robert   F. Probst
    	
 
    


 











 

Annex A

 

Robert F. Probst

 

NEW HIRE INFORMATION

 

	
Title:
    	
 
    	
Executive   Vice President and Chief Financial Officer
    
	
 
    	
 
    	
 
    
	
Offer   Letter Date:
    	
 
    	
September 16,   2014
    
	
 
    	
 
    	
 
    
	
Start   Date:
    	
 
    	
October 27,   2014
    
	
 
    	
 
    	
(or   earlier (but not prior to October 14, 2014) if mutually agreed)
    
	
 
    	
 
    	
 
    
	
Annual   Base Salary:
    	
 
    	
$575,000,   subject to annual review commencing in 2016 consistent with the base salary   reviews of other executives.
    
	
 
    	
 
    	
 
    
	
Incentive   Compensation:
    	
 
    	
Employee   will initially be eligible for annual cash incentive compensation at 100%   (threshold), 150% (target) and 225% (maximum) of annual base salary; and   long-term incentive compensation in the form of equity at 175% (threshold),   250% (target) and 325% (maximum) of annual base salary, for total annualized   target compensation of $2,875,000 and maximum compensation of $3,737,500; in   each case based on attainment of individual and company goals as determined   by the CEO and the Executive Compensation Committee with such determination   made in the same manner as applied to other executives except that   (a) any incentive compensation for 2014 will be prorated at 25% and (b) 80%   of the annual and long term incentive award for 2014 will be based on   achievement of specified individual objectives and 20% thereof for 2014 will   be based on achievement of the Company’s applicable quantitative performance   goals (applied consistently with other executives). Stated compensation   levels will remain in place through 2015 unless increased by the Ventas   Executive Compensation Committee earlier. Equity compensation is currently   divided 70% restricted shares (with time based vesting, 1/3 upon grant and 1/3   on each of the first and second anniversaries of the grant, and current   dividend payments on vested and unvested restricted shares) and 30% stock   options.
    
	
 
    	
 
    	
 
    
	
Sign-on   Equity Award:
    	
 
    	
On   the commencement of employment, Employee will receive a one-time Equity Grant   of Restricted Stock valued at One Million Dollars ($1,000,000) at grant (the   number of shares will be $1 million divided by the closing price of VTR   common equity on the date Employee commences employment) that will vest on   the third anniversary of the grant assuming continued employment at the   vesting date. If, prior to the vesting date other than on or within the one   year following a Change in Control, the Company terminates Employee’s   employment other than for Cause or he
    


 











 

	
 
    	
 
    	
separates   from the Company with Good Reason, a pro rata portion (equal to his period of   employment divided by 3 years) of the Sign-on Equity Award will vest. If,   prior to the vesting date, the Employee dies or has his employment terminated   because of Disability or if on or within the first year following a Change in   Control, the Company terminates Employee’s employment other than for Cause or   he separates from the Company with Good Reason, the vesting of the Sign-on   Equity Award will be accelerated and Employee will be fully vested. Current   dividends will be payable on unvested and vested restricted shares.
    
	
 
    	
 
    	
 
    
	
2015   Bridge Inducement:
    	
 
    	
If   (a) during 2015 or the first two calendar months of 2016 but   (b) prior to the date of grant of long term incentive compensation with respect   to 2015 (“Bridge Period”), the Employee dies or has his employment terminated   because of Disability or if on or within the first year following a Change in   Control that occurs during such Bridge Period, the Company terminates   Employee other than for Cause or he separates for Good Reason, Employee shall   be entitled to a fully vested stock award (or at the Company’s discretion,   cash equivalent) equal in value to (a) a prorated (based on the portion   of calendar year 2015 he was employed) percentage of Employee’s 2015 target   long-term incentive compensation, offset by (b) the value (calculated as   of the date of grant) of any long-term incentive compensation Employee   receives with respect to 2015 which is not forfeited because of Employee’s   termination of employment.
    
	
 
    	
 
    	
 
    
	
Severance   and Change
    	
 
    	
 
    
	
in   Control:
    	
 
    	
Severance   for termination other than for Cause or with Good Reason equal to one year of   annual base salary plus target annual cash incentive and continuation of   benefits for one year or a benefit stipend; Severance for termination other   than for Cause or with Good Reason (within one year following Change in   Control) equal to two times the sum of annual base salary plus maximum annual   cash incentive and continuation of benefits for two years or a benefit   stipend. Severance will be subject to a $4 million cap initially, increasing   by CPI annually.
    
	
 
    	
 
    	
 
    
	
Employee   Protection:
    	
 
    	
Ventas   and Employee will enter into an Employee Protection and Noncompetition   Agreement to reflect the severance and Change in Control provisions set forth   in the preceding paragraph. The confidentiality provision will be effective   immediately upon execution but the remaining provisions of said agreement   will not take effect until the Employee commences employment.
    


 











 

	
Office   Location:
    	
 
    	
353   N. Clark Street
    
	
 
    	
 
    	
Suite 3300
    
	
 
    	
 
    	
Chicago, IL   60654
    
	
 
    	
 
    	
 
    
	
Offer   Contingency:
    	
 
    	
Employment   and compensation are subject to satisfactory results of background check and   approval by the Ventas Board of Directors.
    
	
 
    	
 
    	
 
    
	
Definitions:
    	
 
    	
The   term “Disability” has the meaning set forth in the Ventas, Inc. 2012   Incentive Plan, as of the date hereof, the term “Change in Control” has the   meaning set forth in the applicable document and the terms “Good Reason” and   “Cause” have the meanings set forth in the Employee Protection and   Noncompetition Agreement.