Exhibit 10.4
AMENDMENT TO CHANGE-IN-CONTROL
SEVERANCE AGREEMENT
This Amendment to the
Change-in-Control Severance Agreement (the “Severance
Agreement”), dated as of May 1, 1998 and amended as of
September 30, 1999 between Ventas, Inc., a Delaware
corporation (the “Company”), and T. Richard Riney (the
“Employee”) is made as of March 19,
2007.
WITNESSETH:
WHEREAS, the Employee and the Company entered into the
Severance Agreement;
WHEREAS, the Executive Compensation Committee of the
Board of Directors of the Company has determined that it is in the
best interests of the Company to enter into this Amendment to the
Severance Agreement.
NOW, THEREFORE,
the Company and Employee agree as
follows:
1. Section 3 of the Severance
Agreement is amended and restated in its entirety as
follows:
3. Severance Benefits. If at any
time following a Change in Control and continuing for two years
thereafter, the Company terminates the Employee without Cause, or
the Employee terminates employment with the Company either for Good
Reason or during any Window Period, then as compensation for
services previously rendered the Employee shall be entitled to the
following benefits:
a. Cash Payment. The Employee shall
be paid cash equal to two times the greater of:
(i) the sum of (x) the
Employee’s Base Salary and Target Bonus as of the Termination
of Employment, and (y) the fair market value (determined as of
the Termination of Employment) of any targeted number of restricted
shares authorized to be issued to the Employee in respect of the
year in which such Termination of Employment occurs (without regard
to any acceleration of the award for such year), assuming for such
purpose that all performance criteria applicable to such award with
respect to the year in which such Termination of Employment occurs
were deemed to be satisfied, or
(ii) the sum of (x) the
Employee’s Base Salary and Target Bonus as of the
Change-in-Control Date, and (y) the fair market value
(determined as of the Change-in-Control Date) of any targeted
number of restricted shares authorized to be issued to the Employee
in respect of the year in which such Change-in-Control Date occurs
(without regard to any acceleration of the award for such year),
assuming for such purpose that all performance criteria applicable
to such award with respect to the year in which such
Change-in-Control Date occurs were deemed to be
satisfied.
-1-
Notwithstanding the foregoing, in no
event shall the Employee receive more than the Maximum Amount
pursuant to this Section 3(a). The term Maximum Amount, for
purposes of this Agreement, shall mean $3,000,000, provided,
however, that for any termination that occurs in calendar years
subsequent to 2007, the Maximum Amount will be adjusted to reflect
increases, if any, in the Consumer Price Index that have occurred
in the period between December 31, 2006 and the end of the
calendar year immediately preceding the date of termination. As an
example, if the termination occurs in 2008, the Maximum Amount
shall be adjusted for increases in the Consumer Price Index that
occur between December 31, 2006-December 31, 2007 and if
the termination occurs in 2009, the Maximum Amount shall be
adjusted for increases in the Consumer Price Index that occur
between December 31, 2006-December 31, 2008. For purposes
of this Agreement, Consumer Price Index means the CPI for All Urban
Consumers (All Items; Base Year 1982 ), compiled and published by
the Bureau of Labor Statistics of the United States Department of
Labor
For purposes of this Agreement,
“fair market value” shall have the meaning ascribed to
such term under the Company’s Incentive Compensation Plan.
Payment shall be made in a single lump sum upon the
Employee’s effec
