Exhibit 4.4
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
Xxxxxxx Xxxxxxx a non-employee director of the Company
("Optionee").
RECITALS:
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A. Optionee is a member and the Chairman 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 and Chairman 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 two hundred thousand (200,000)
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/ Xxxxxxx Xxxxxxx, XX
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("Optionee")
