Exhibit 4.5
VENTAS, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
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THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
made and entered into as of February 24, 2000, by and between
VENTAS, INC., a Delaware corporation ("Company"), and XXXXXXX
XXXXXXX XX, a director of the Company ("Optionee").
RECITALS:
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A. The Company recognizes the extraordinary time and
effort required of directors for the Company during 1999 and
2000.
B. Company believes that the opportunity for investment in
Company's shares of common stock, having a par value $.25 per
share ("Common Stock") 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, as a matter of separate inducement and agreement in
connection with his being a director of the Company (and not in
lieu of any salary or other compensation for Optionee's services)
the right and option to purchase (the "Option") all or any part
of an aggregate of Four Thousand (4,000) 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 three and five-sixteenths dollars ($3.3125). The
Company and Optionee consider the Option Price to be not less
than the fair market value of the Common Stock on the date
hereof, which is the date on which the Option was granted to
Optionee ("Option Date").
2. Term and Time of Exercise of the Option. The Option
shall commence on the date hereof and continue for a term ending
ten years from the Option Date ("Termination Date"), unless
sooner terminated as provided in Section 6.
3. Option Exercisable in Installments. Subject to the
other terms and conditions stated herein, the right to exercise
the Option shall accrue in installments as follows:
(a) First Installment. Commencing on the Option Date,
Optionee may exercise the Option for up to 50 percent of the
number of Option Shares.
(b) Second Installment. Commencing on the first
anniversary of the Option Date, the Option may be fully exercised
to the extent that it has not previously been exercised.
Notwithstanding the foregoing, upon a Change of Control as
defined in the 1997 Stock Option Plan for Non-Employee Directors,
Optionee shall have the right to exercise the Option in full as
to all Option Shares.
4. Conditions to Exercise of the Option.
(a) Exercise of Option. 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) Payment of Exercise Price. Company shall accept
as payment for the Exercise Price (a) a check payable to the
order of Company, (b) the tender of Common Stock (by either
actual delivery of Common Stock or by attestation) provided such
Common Stock has been held by Optionee for at least six months
prior to tender, (c) "cashless exercise" through a third party in
a transaction independent of the Company and properly structured
to avoid any adverse accounting consequences to the Company,
(d) a combination of the foregoing, or (e) by any other means
which the Company determines.
(c) Delivery of Shares on Exercise. 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
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.
Company may postpone such delivery until it receives satisfactory
proof that the issuance or transfer of such shares will not
violate any of the provisions of the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, any
rules or regulations of the Securities and Exchange Commission
promulgated thereunder, or the requirements of applicable state
law relating to authorization, issuance or sale of securities, or
until there has been compliance with the provisions of such acts
or rules. If Optionee fails to accept delivery of all or any
part of the number of shares of Common Stock specified in such
notice upon tender of delivery thereof, his right to exercise the
Option for such undelivered shares may be terminated by the
Company.
5. Restrictions on Transfer of Option.
(a) Except as provided in Section 5(b), the Option
shall be exercisable during Optionee's lifetime only by Optionee,
and neither the Option nor any right hereunder shall be
transferable except by will or the laws of descent and
distribution. 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
Section 5(b), 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.
(b) Optionee may, subject to any restrictions under
Section 16(b) of the Exchange Act, transfer all rights under this
Agreement to (i) Optionee's spouse or lineal descendants
("Immediate Family Members"), (ii) a trust or trusts for the
exclusive benefit of such Optionee and his Immediate Family
Members, or (iii) a partnership or limited liability company in
which such Optionee and his Immediate Family Members are the only
partners or members, as applicable; provided that (a) any such
transfer must be without any consideration to Optionee for such
transfer, and (b) all subsequent transfers of any rights under
this Agreement shall be prohibited other than by bequest or the
laws of descent and distribution. Following any such transfer,
this Agreement shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer,
provided that for purposes of this Agreement (excluding Section 6
hereof) the term "Optionee" shall be deemed to refer to the
transferee. Any rights to exercise the Option transferred
hereunder shall be exercisable by the transferee only to the
extent, and for the periods, specified in this Agreement.
6. Termination of Option.
(a) If the Optionee ceases to be a director of the
Company for any reason other than removal for Cause, this
Agreement shall terminate one year after the Optionee ceases to
be a director of the Company (unless the Optionee dies during
such period) or on the Option's expiration date, if earlier, and
shall be exercisable during such period after the Optionee ceases
to be a director of the Company with respect to the number of
Shares which the Optionee would be entitled to purchase as though
he continued to be a director of the Company.
(b) If the Optionee ceases to be a director of the
Company because of removal for Cause, the Option shall terminate
on the date of the Optionee's removal.
7. Adjustment to Option. The Option shall be subject to
adjustment as provided in the same manner as options under the
1997 Stock Option Plan for Non-Employee Directors.
8. Miscellaneous.
(a) No Rights as Stockholder. Neither Optionee, nor
any person entitled to exercise Optionee's rights under this
Agreement, shall have any of the rights of a shareholder
regarding the shares of Common Stock subject to the Option,
except after the exercise of the Option as provided herein.
(b) Terms and Conditions. Except as specifically
provided otherwise herein, this Agreement is and shall be in all
respects subject to terms and conditions of the 1997 Stock Option
Plan for Non-Employee Directors in the same manner as if the
Options were granted as Options under the 1997 Stock Option Plan
for Non-Employee Directors, a copy of which Optionee acknowledges
receiving prior to the execution hereof.
(c) Captions. 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.
(d) Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Delaware, and shall be construed in such a fashion so that the
Option qualifies as property transferred to Optionee in
connection with the performance of services in accordance with
Section 83 of the Internal Revenue Code of 1986 (subject to all
amendments thereto) and the Regulations thereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
VENTAS, INC.
By:-------------------------
("Company")
/s/ Xxxxxxx Xxxxxxx, XX
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Xxxxxxx Xxxxxxx XX
