EXHIBIT 10.3
PROMISSORY NOTE
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$__________.00 Louisville, Kentucky
June 15, 1998
FOR VALUE RECEIVED, the undersigned _____________________ hereinafter referred
to as "Maker"), hereby promises and agrees to pay to the order of VENTAS REALTY
LIMITED PARTNERSHIP (hereinafter referred to as "Payee"), with an address of
3300 Aegon Center, Louisville, Kentucky, the aggregate principal sum of
___________________ DOLLARS ($_________), together with interest thereon as
hereinafter provided, in lawful money of the United States of America, in the
manner set forth herein, on or before June 15, 2008 (the "Maturity Date").
Principal of this note (the "Note") shall bear interest on the unpaid balance
thereof at a rate of five and seventy-seven one hundredths percent (5.77%) per
annum. All interest on this Note shall be computed daily on the basis of the
actual number of days elapsed over a year assumed to consist of three hundred
sixty (360) days.
Principal on this Note shall be paid in ten (10) equal annual installment of
$375,000 each, commencing on the 15th day of June 1999, and continuing on the
15th day of June of each successive year thereafter until the 15th day of June
2008, on which date all of the remaining unpaid principal of this Note shall be
paid. Notwithstanding the above, upon a Change in Control (as defined in the
1997 Incentive Compensation Plan of Ventas, Inc. (the "Company")) of the
Company, any and all unpaid principal and interest on this Note shall be
forgiven and this Note shall be extinguished.
All accrued and unpaid interest shall be paid quarterly commencing on the 15th
day of September, 1998, and continuing on the 15th day of each successive
quarter thereafter, and on the Maturity Date and any other date that the
principal balance of this Note is paid in full. Notwithstanding the above, each
quarterly interest payment due and owing shall be forgiven as long as Maker is
employed by Ventas, Inc. on the date such quarterly interest payment is due.
All payments of principal and interest and any other sums due under this Note
shall be made to Payee at the address written above or to such other person or
at such other address as may be designated in writing by the holder of this
Note. All payments on this Note shall be applied first to the payment of any
expenses or charges payable hereunder, and next to accrued interest and then to
the principal balance hereof, or in such other order as Payee may elect in
Payee's sole discretion.
The occurrence of any one or more of the following events shall constitute a
default under this Note: [i] the failure of Maker to pay principal or interest
of this Note as and when due, or within five (5) days thereafter; or [ii] the
insolvency of, the appointment of a custodian or trustee for, or an assignment
for the benefit of creditors by or the filing of a petition under bankruptcy,
insolvency or debtor's relief law by or against, Maker.
Whenever there is a default under this Note the entire principal balance of
and all accrued interest on this Note, shall, at the option of the holder
hereof, become forthwith due and payable, without presentment, notice, protest
or demand of any kind (all of which are expressly waived by Maker). Upon the
occurrence of any such default, in addition, the rate of interest
applicable to the entire unpaid principal balance of this Note shall be
increased by an increment of an additional two percent (2%) per annum, unless
such increase would exceed the increment permitted under applicable law, in
which case the rate of interest applicable hereunder shall be increased by such
lesser increment as is the maximum permitted by law.
This Note is hereby expressly limited so that in no contingency or event
whatsoever, whether by reason of acceleration of the maturity hereof, or
otherwise, shall the amount paid or agreed to be paid to Payee for the use,
forbearance or detention of the money loaned hereunder, or advanced for the
performance or payment of any covenant or obligation contained herein or in any
other document evidencing, securing or pertaining to the indebtedness evidenced
hereby, exceed the maximum amount permissible under applicable law. If from any
circumstances whatsoever fulfillment of any provision hereof or of any such
other document, at the time performance of such provisions shall be due, shall
involve transcending the limit of validity prescribed by law, then ipso facto
the obligation to be fulfilled shall be reduced to the limit of such validity,
and if from such circumstance the holder hereof shall ever receive anything of
value deemed by applicable law to be interest in any amount that would exceed
the highest lawful rate payable hereunder, an amount equal to any excessive
interest shall be applied to the reduction of the principal amount owing
hereunder and not to the payment of interest, and if the amount that would be
excessive interest exceeds the principal balance then owing, such excess shall
be refunded to the party paying same.
Failure of the holder of this Note to exercise any of such holder's rights and
remedies shall not constitute a waiver of the right to exercise the same at that
or any other time. All rights and remedies of the holder for default under this
Note shall be cumulative to the greatest extent permitted by law. Time shall be
of the essence in the payment of all accrued interest and principal on this Note
and the performance of Maker's other obligations under this Note.
If there is any default under this Note, and this Note is placed in the hands
of an attorney for collection, or is collected through any court, including any
bankruptcy court, Maker promises to pay to the holder hereof such holder's
reasonable attorneys' fees and court costs incurred in collecting or attempting
to collect or securing or attempting to secure this Note or enforcing the
holder's rights in any collateral securing this Note, provided the same is
legally allowed by the laws of the Commonwealth of Kentucky or any state where
the collateral or any part thereof is situated.
This Note has been delivered in, and shall be governed by and construed in
accordance with the laws of the Commonwealth of Kentucky without reference to
its conflict of laws rules. This Note has substantial contacts with the
Commonwealth of Kentucky. All actions, suits or other proceedings with respect
to this Note shall be brought only in a court of competent jurisdiction in
Jefferson County, Kentucky. In any such action, suit or proceeding, such court
shall have personal jurisdiction over all of the parties hereto, and service of
process upon them under any applicable statutes, laws and rules shall be deemed
valid and good.
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Maker and any other party who is or may become primarily or secondarily liable
for any of the obligations of Maker hereunder hereby waive presentment, demand,
notice of dishonor, protest, notice of protest and nonpayment, and further waive
all exemptions to which they may now or hereafter be entitled under the laws of
this or any other state or of the United States, and further agree that the
holder of this Note shall have the right without notice, to deal in any way, at
any time, with Maker, or any guarantor of this Note or with any other party who
may become primarily or secondarily liable for any of the obligations of Maker
under this Note without waiving any rights the holder of this Note may have
hereunder or by virtue of the laws of the state of Kentucky or any other state
of the United States.
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COMMONWEALTH OF KENTUCKY )
: SS
COUNTY OF JEFFERSON )
The foregoing instrument was acknowledged before me this 15th day of June,
1998, by _________________.
My commission expires: _________________________________.
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Notary Public
[Affix Notary Seal]
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