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EXHIBIT 4.3
MEDITRUST
TRUSTEE RETIREMENT PLAN
Meditrust
197 First Avenue
Needham, Massachusetts 02194
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MEDITRUST
TRUSTEE RETIREMENT PLAN
Effective: January 22, 1995
1. PURPOSES. The purposes of the Meditrust Trustee Retirement Plan (the
"Plan") are to further the growth and development of Meditrust (the "Company")
by providing certain retirement benefits to those members of the Company's Board
of Trustees (the "Board") who have provided substantial services to the Company
and thereby to attract talented individuals to serve on the Board and provide an
additional incentive to continued participation on the Board.
2. Administration.
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(a) ADMINISTRATOR. The Plan shall be administered by the Board's
Personnel and Compensation Committee (the "Committee"). The Committee shall
have full authority to interpret the Plan, to adopt, amend and rescind rules and
regulations for the administration of the Plan and to decide all disputes
arising in connection with the Plan. Notwithstanding such delegation, the Board
of Trustees may take any action regarding the Plan.
(b) PROCEDURE. With respect to the Plan, the Committee shall act by a
majority (but not less than two) of its members; provided, always, that no
member of the Committee shall vote or decide upon any matter relating to himself
as a member, but all such matters shall be voted or decided by the other members
of the Committee and the vote, decision or determination of such other members,
shall be final, binding and conclusive upon such interested member of the
Committee. A formal meeting of the Committee need not be called or held for the
purpose of making any decision, but decisions may be made and evidenced by a
written document signed by a majority of the Committee.
3. PARTICIPANTS. Trustees of the Company at any time after the date
hereof, who are not employees of the Company immediately prior to their
retirement from the Board who have served on the Board for a minimum of five
years and have retired from service on the Board (collectively, the
"Participants" and individually, a "Participant") shall be eligible to receive
benefits under the Plan as provided hereinafter.
4. RETIREMENT BENEFITS. A Participant's entitlement to retirement benefits
shall commence on the later to occur of (a) the first anniversary of the date of
retirement of such Participant from the Board and (b) the 65th birthday of such
Participant (or such earlier birthday as may be determined by the Committee);
provided, however, that a Participant's entitlement to the retirement benefits
shall commence immediately upon a Participant's retirement (i) as a result of
medical disability or (ii) following a recommendation by the Nominating
Committee that such Participant not be nominated for re-election, or (iii)
following his failure to be reelected as a Trustee after having been nominated
for reelection by the Nominating Committee (the "Commencement Date").
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The retirement benefits shall be paid for a number of years equal to the
number of years that such Participant served on the Board. Payments shall be
made in annual installments payable during the second fiscal quarter
following the Commencement Date in shares of beneficial interest of the Company
("Shares") having a fair market value at the close of business on the first
business day of the quarter in which it is paid equal to (a) the amount of the
basic Trustee fees (excluding fees for attendance at Board and committee
meetings, bonuses, incentive compensation, commissions, special project
compensation and any other form of additional compensation) paid or payable by
the Company to such Participant for such Participant's last full calendar year
of service on the Board, plus (b) the amount which would have been payable by
the Company to such Participant for attendance at six Board meetings during such
year.
For purposes of payments to Participants under the Plan, the "fair market
value" of a Share shall be (i) the closing price of Shares on the New York Stock
Exchange, or (ii) if the Shares are not listed on such exchange, the closing
price on any other national exchange on which the Shares are listed or on
NASDAQ, or (iii) if the Shares are not listed on any national exchange or
NASDAQ, then as determined by the Committee in good faith.
5. DEATH OF A PARTICIPANT. With respect to Participants serving on the
Board on the effective date of the Plan, benefits shall be payable under the
Plan after the death of any such Participant to the Participant's estate or to
such other beneficiary as shall have been designated by the Participant in
writing. With respect to all other Participants, all benefits under the Plan
shall terminate as of the death of any such Participant and no benefits shall be
payable thereafter.
6. REMOVAL FROM BOARD. In the event a Participant is removed from the
Board, with or without cause, such Participant shall not be entitled to any
benefits under the Plan, except as the Committee may determine in its sole
discretion.
7. Amendment and Termination.
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(a) AMENDMENT. The Company shall have the right, at any time and from
time to time, to modify or amend the Plan or any of its provisions, each such
modification or amendment to be by instrument in writing executed by the
Company, provided that no benefits then accrued hereunder to any Participant
shall be reduced or impaired without his consent.
(b) TERMINATION. Although the Company expects to continue the Plan
indefinitely, it expressly reserves the right to terminate it in whole or in
part at any time by instrument in writing, such termination to be effective on
the date specified in such instrument, provided that no benefits then accrued
hereunder to any Participant shall be reduced or impaired without his consent.
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8. Miscellaneous Provisions.
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(a) NON-ALIENABILITY OF BENEFITS. No right or claim to any of the
benefits hereunder shall be assignable by any Participant, nor shall such rights
or claims be subject to garnishment, attachment, execution or levy of any kind;
and any attempt so to assign, transfer, pledge, encumber, commute or anticipate
the same shall be void.
(b) RIGHTS OF PARTICIPANTS AND OTHERS. Nothing contained herein shall
be deemed to give any Participant the right to be retained on the Board, or
confer upon or create in any Participant or other person any right of any name
or nature, legal or equitable, except such as are expressly set forth herein.
Neither anything contained herein nor any action taken by the Company hereunder
shall in any way prevent it from removing at any time any Trustee present or
future from the Board, or subject it to any liability for such removal. Nor
shall it be deemed to give the Company the right to require the Participant to
remain in its service, or interfere with the Participant's right to terminate
his service at any time.
(c) RELEASE BY PARTICIPANTS, ETC. Any payment to a Participant or to
any person entitled to a benefit under the Plan, made in accordance with the
provisions of the Plan, shall to the extent thereof be in full satisfaction of
any and all claims against the Company and the Committee. Such Participant or
person may be required, as a condition precedent to such payment, to execute a
receipt and release thereof in such form as may be determined by the Company or
the Committee, as the case may be.
(d) GOVERNING LAW. To the extent permitted by federal law, the Plan
shall be construed and the rights and liabilities of all persons hereunder
determined in accordance with the laws of the Commonwealth of Massachusetts.
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