EXHIBIT 10.1
VENTAS, INC.
COMMON STOCK PURCHASE PLAN
FOR DIRECTORS
1. Purpose and Effective Date. The purpose of the Ventas, Inc. Common
Stock Purchase Plan for Directors (the "Plan") is to provide to non-
employee directors of Ventas, Inc. (the "Company") the opportunity to elect
to receive payment of all or a portion of their retainer and meeting fees
in the form of common stock of the Company. The Plan shall be first
effective upon its adoption by the Board of Directors.
2. Definitions. As used in the Plan, the following terms shall have
the meanings set forth below:
(a) "Board of Directors" means the Board of Directors of the Company.
(b) "Committee" means the committee designated by the Board to
administer the Plan. The Committee may include members of the Board or
members of the Company's management.
(c) "Director Purchase Date" means each date on which all or any
portion of the Fees are scheduled to be paid.
(d) "Fair Market Value" means the closing reported sale price of a
share of Stock in transactions reported on the New York Stock Exchange
("NYSE") on the relevant date or, if no sales of Stock were reported on the
NYSE for that date, the closing price for the last day for which a sale was
reported on the NYSE.
(e) "Fees" means any amount paid by the Company to an Eligible Director
as a retainer for services to be rendered as a member of the Board of
Directors, including Board of Directors meeting fees and committee meeting
fees, but not including reimbursements of expenses.
(f) "Eligible Director" means a member of the Board of Directors who is
not an employee of the Company or any affiliate thereof and the Chairman of
the Board of Directors.
(g) "Participant" means any Eligible Director who elects under the Plan
to receive payment of all or a portion of his Fees in the form of Stock.
(h) "Stock" means the common stock of the Company, $0.25 par value per
share.
3. Participation.
(a) Only Eligible Directors may participate in the Plan. Participation
in the Plan is voluntary.
(b) In order to participate in the Plan, an Eligible Director must file
with the Committee an election which reflects a percentage (up to 100% and
in 10% increments) of his
Fees to be received in the form of Stock. The election shall be effective
as of the first Director Purchase Date occurring at least ten days after
the filing of the election with the Committee, and shall remain in effect
until it is changed by the Eligible Director at least ten days prior to the
Director Purchase Date with respect to which such change is to be first
effective. Any such subsequent election shall remain in effect until
changed by the Eligible Director in accordance with the preceding sentence.
(c) Each election made pursuant to Section 3(b) must be approved by the
Board of Directors, or a committee of "Non-Employee Directors" (within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934 (the
"Exchange Act")), prior to the Director Purchase Date to which such
election relates. Such approval shall contain the requisite specificity to
enable transactions in Stock pursuant to the Plan to qualify for the
exemption provided by Rule 16b-3(d) promulgated under the Exchange Act.
4. Shares Reserved. The Company shall reserve 200,000 shares of Stock
held as treasury shares, in the aggregate, for issuance under the Plan.
Such number shall be appropriately adjusted to reflect any stock splits,
stock dividends or recapitalizations and may be increased with the approval
of the Company's stockholders in accordance with Section 7 below; provided
that shares of Stock issuable under the Plan shall be limited to shares of
Stock held as treasury shares.
5. Payments. As soon as practicable after each Director Purchase Date,
the Company shall pay that number of shares of Stock to each Participant
equal to (a) the percentage elected by the Participant pursuant to Section
3(b) multiplied by the dollar amount of the Fees payable on that Director
Purchase Date, divided by (b) the Fair Market Value on that Director
Purchase Date. Any fractional shares shall be paid in the form of cash. The
Company shall make such payment directly to the Participant solely from
shares of Stock held as treasury shares.
6. Administration. The Committee shall serve as the administrator of
the Plan. The Committee shall administer and enforce the Plan in accordance
with its terms, and shall have all powers necessary to accomplish those
purposes, including but not limited to the following:
(a) To compute and certify the number of shares of Stock payable to
Participants;
(b) To maintain all records necessary for the administration of the
Plan;
(c) To make and publish such rules for the Plan as are not inconsistent
with the terms hereof; and
(d) To provide for disclosure of such information, including reports
and statements to Participants, and to provide for the making of
applications and elections by Participants under the Plan as may be
required by the Plan or otherwise deemed appropriate by the Committee.
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Any action of the Committee with respect to the Plan shall be conclusive and
binding upon all Participants except to the extent otherwise specifically
indicated herein. Except with respect to approvals described in Section 3(c),
the Committee may appoint agents and delegate thereto such powers and duties in
connection with the administration of the Plan as the Committee may from time to
time prescribe.
7. Amendments to the Plan; Termination of the Plan. The Board of
Directors of the Company may amend, alter, suspend, discontinue or terminate the
Plan without the consent of any Participant; provided, that the Board may not,
without the approval of the Company's stockholders in a manner which complies
with the requirements of any exchange on which the Stock may be listed, increase
the maximum number of shares available under the Plan (other than as provided in
Section 4); further, provided, that notwithstanding any other provision of the
Plan, in the event the Company does not have an adequate number of shares of
Stock held as treasury shares to satisfy any elections made pursuant to the
Plan, the Plan shall automatically terminate.
8. General Provisions.
(a) No Rights of a Stockholder. No Participant shall have any of
rights or privileges of a stockholder of the Company as a result of the making
of an election under Section 3(b) of the Plan, until Stock is actually
distributed to the Participant pursuant to Section 5 of the Plan.
(b) No Right to Continued Election as a Director. Nothing contained
in the Plan shall confer upon any Participant, any right to continue as a member
of the Board of Directors, or to interfere in any way with the right of the
Company to increase or decrease the amount of the Fees, or any other
compensation payable to Eligible Directors.
(c) Limits on Transfer of Rights. Rights under the Plan may not be
sold, transferred, assigned, pledged or otherwise encumbered by the Participant
other than by will or the laws of descent and distribution, and shall be
exercisable during a Participant's lifetime only by him.
(d) Plan Expenses. All expenses and costs incurred in connection with
the operation of the Plan shall be borne by the Company.
(e) Governing Law. The validity, construction and effect of the Plan
and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of Delaware, without giving effect to principles of
conflicts of laws.
(f) Interpretation. Whenever necessary or appropriate in the Plan,
where the context admits, the singular term and the related pronouns shall
include the plural and the masculine gender shall include the feminine gender.
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IN WITNESS WHEREOF, the Ventas, Inc. Common Stock Purchase Plan for
Directors is, by the authority of the Board of Directors of the Corporation,
executed as of the 22nd day of June, 2001.
VENTAS, INC.
By: \s\ T. Richard Riney
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Name: T. Richard Riney
Title: Executive Vice President and
General Counsel
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