EXHIBIT 10.44
AMENDMENT NO. 2
TO
CHANGE-IN-CONTROL SEVERANCE AGREEMENT
THIS AMENDMENT (the "Amendment") is made and entered into as of December
31, 1998, by and between Ventas, Inc. (successor to Vencor, Inc.), a Delaware
corporation ("Ventas" or the "Company"), and W. Xxxxx Xxxxxxxx (the "Employee").
RECITALS:
A. Employee is a party to a Change-in-Control Severance Agreement with
the Company (the "Agreement"), dated as of November 15, 1995, and
amended as of November 19, 1997.
B. Employee has elected to resign as Chief Executive Officer of Ventas
effective as at the close of business on December 31, 1998, and
continue in his capacity as Chairman of Ventas.
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements contained herein, and intending to be legally bound
hereby, the Agreement is hereby amended, effective December 31, 1998, as
follows:
1. Section 1(h) of the Agreement is hereby amended by adding the
following phrase immediately preceding the end thereof:
"; provided, however, that the Employee shall be deemed not to have
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incurred a Termination of Employment as a result of the Employee's
resignation as Chief Executive Officer of the Company and continuation as
Chairman of the Company."
2. All capitalized terms used in this Amendment shall have the same
definitions as set forth in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first above written.
VENTAS, INC.
___________________________
By:
Title:
EMPLOYEE
____________________________
W. Xxxxx Xxxxxxxx
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