Exhibit 4.8
VENTAS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
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THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement")
is made and entered into as of July 20, 1999 ("Effective
Date"), by and between VENTAS, INC., a Delaware corporation
("Company"), and Xxxxxx X. Xxxxx, a non-employee director
of the Company ("Optionee").
RECITALS:
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A. Optionee is a member of the Independent Committee
of the Board of Directors of the Company.
B. In recognition of the extraordinary time and
effort being expended by the Optionee as a member of the
Independent Committee in connection with the global
restructuring of Vencor, Inc., the lessee of substantially
all of the Company's properties, the Company desires to
provide the Optionee the opportunity to invest in shares of
the Company's Common Stock, having a par value $.25 per
share ("Common Stock").
C. The 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:
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NOW, THEREFORE, the parties agree as follows:
1. Grant of Option; Option Price. Company hereby
grants to Optionee the right and option to purchase (the
"Option") all or any part of an aggregate of one hundred
thousand (100,000) 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 five and one-sixteenth dollars ($5.0625)
("Option Price"). Company and the Optionee consider the
Option Price to be not less than the Fair Market Value (as
determined by the closing price) of the Common Stock on the
date hereof, which is the date on which the Option was
granted to Optionee (the "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 Section 6.
3. Option Exercisable Immediately. Subject to the
other terms and conditions stated herein, the right to
exercise the Option shall vest on the Option Date.
4. Conditions to Exercise of the Option.
(a) 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) Company shall accept as payment for the
Exercise Price (i) a check payable to the order of Company,
(ii) the tender of Common Stock (by either actual delivery
of Common Stock or by attestation), (iii) retention of
Common Stock which would otherwise be issued upon Option
exercise, (iv) "cashless exercise" through a third party,
(v) a combination of the foregoing, or (vi) by any other
means which the Company determines.
(c) 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 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 all or part of the Option to (i) "family
members" as defined in the instructions to Form S-8
Registration Statement under the Securities Act of 1933, as
amended (dated February 25, 1999 and effective April 7,
1999) ("Family Members"), (ii) a trust in which Family
Members have more than fifty percent (50%) of the
beneficial interest, (iii) a foundation in which Family
Members or the Optionee control the management of assets or
(iv) any other entity in which Family Members or the
Optionee own more than fifty percent (50%) of the voting
interests. 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. Termination of Option
(a) If Optionee ceases to be a director prior to
the Termination Date for any reason other than death,
Disability (as defined in the Company's 1997 Incentive
Compensation Plan), or removal for Cause (as defined in the
Company's 1997 Incentive Compensation Plan), this Agreement
shall terminate three months after the Optionee ceases to
be a director of the Company (unless the Optionee dies
within such period) or the Option Termination Date, which
ever is earlier.
(b) If Optionee ceases to be a director because
of removal for Cause, the Option, whether or not
exercisable, shall terminate on the date of the Optionee's
removal.
(c) In the event of the death or Disability of
Optionee while Optionee is a director of the Company or the
Optionee's death within three months after the Optionee
ceases to be a director (other than by removal for Cause),
this Option shall terminate upon the earlier to occur of
(i) 12 months after the date of the Optionee's death or
Disability , or (ii) the Option's Termination Date.
7. Adjustment to Option Shares. If the Company
merges, consolidates or reorganizes with any other
corporation or corporations, the number and kind of shares
of stock or of other securities to which Optionee will be
entitled pursuant to the transaction shall be substituted
for each of the shares of Common Stock then subject to this
Agreement. If the number of shares of Common Stock issued
and outstanding changes as a result of any
recapitalization, stock dividend, stock split, combination
of shares or other change in the Common Stock, the number
of shares of Common Stock then subject to this Agreement
shall be adjusted in proportion to the change in the
outstanding shares of Common Stock. Upon any such
adjustment, the purchase price of any Option and the shares
of Common Stock issuable pursuant to any Option shall be
adjusted to the extent appropriate in the discretion of the
Company to provide Optionee with the same relative rights
before and after such adjustment.
8. Change in Control. Upon a Change in Control as
defined in the Company's 1997 Incentive Compensation Plan,
the Optionee may sell the Option back to the Company for an
amount generally equal to the excess of the fair market
value of the Option Shares subject to the Option over the
Option Price.
9. Miscellaneous.
(a) 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 to the extent that
certificate(s) for such shares shall have been issued upon
the exercise of the Option as provided herein.
(b) 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.
(c) This Agreement shall be governed by, and
construed in accordance with, the laws of the State of
Delaware.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the day and year first above written.
VENTAS, INC.
By: ----------------------
Title: -------------------
("Company")
/s/ Xxxxxx X. Xxxxx
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("Optionee")
