Exhibit 10.12.1
VENTAS
EXECUTIVE DEFERRED STOCK
COMPENSATION PLAN
[As amended December 8,
2008]
ARTICLE 1
INTRODUCTION
1.1 Establishment .
Ventas, Inc. (the “Company”) hereby establishes the
Ventas Executive Deferred Stock Compensation Plan (the
“Plan”) for certain executives of the Company. The Plan
allows Executives to defer the receipt of compensation and to
receive such deferred compensation in the form of
Shares.
1.2 Purpose . The Plan
is intended to advance the interests of the Company and its
stockholders by providing a means to attract and retain qualified
persons to serve as Executives and to promote ownership by
Executives of a greater proprietary interest in the Company,
thereby aligning such Executives’ interests more closely with
the interests of stockholders of the Company.
1.3 Effective Date .
The Plan shall become effective as of September 30, 2004 (the
“Effective Date”).
ARTICLE 2
DEFINITIONS
Certain terms used in this Plan have
the meanings set forth in the Appendix.
ARTICLE 3
SHARES AVAILABLE UNDER THE
PLAN
Subject to adjustment as provided in
Article 10, the maximum number of Shares that may be distributed in
settlement of Stock Unit Accounts under the Plan shall be five
hundred thousand (500,000). Such Shares may include authorized but
unissued Shares, treasury Shares or Shares that have been
reacquired by the Company.
ARTICLE 4
ADMINISTRATION
The Plan shall be administered by
the Compensation Committee of the Board or such other committee as
may be designated by the Board. The Committee shall have the
authority to make all determinations it deems necessary or
advisable for administering the Plan, subject to the express
provisions of the Plan.
ARTICLE 5
ELIGIBILITY
Each person who is an Executive on a
Deferral Date shall be eligible to defer Compensation payable on
such date in accordance with Article 6 of the Plan.
ARTICLE 6
DEFERRAL ELECTIONS IN LIEU OF CASH
PAYMENTS
6.1 General Rule .
Each Executive may, in lieu of receipt of Compensation, defer any
or all of such Compensation in accordance with this Article 6,
provided that such Executive is eligible under Article 5 of the
Plan to defer such Compensation at the date any such Compensation
is otherwise payable. An Executive may elect to defer a percentage
of his or her Compensation or a specific dollar amount of his or
her Compensation in accordance with administrative procedures
established with respect to the Plan.
6.2 Timing of Election
. Each Executive on the Effective Date may make a Deferral Election
at any time prior to the Effective Date. Any person who is not then
serving as an Executive may make a Deferral Election within thirty
days after such person becomes an Executive with respect to
Compensation for services to be performed subsequent to the
Deferral Election. An Executive who does not make a Deferral
Election when first eligible to do so may make a Deferral Election
at such time before any subsequent calendar year or other time
permitted by the Committee in accordance with administrative
procedures established with respect to the Plan.
6.3 Effect and Duration of
Election . A Deferral Election shall apply to Compensation
payable after the date such election is made and shall be deemed to
be continuing and applicable to all Compensation payable in
subsequent calendar years or other periods determined by the
Committee, unless the Participant revokes or modifies such election
by filing a new election form at such time before the first day of
any subsequent calendar year or other period determined by the
Committee in accordance with administrative procedures established
with respect to the Plan, effective for all Compensation payable on
and after the first day of such calendar year or other period
determined by the Committee.
6.4 Form of Election .
A Deferral Election shall be made in a manner satisfactory to the
Committee. Generally, a Deferral Election shall be made by
completing and filing the specified election form with the
Corporate Secretary or his or her designee within the period
described in Section 6.2 or Section 6.3.
6.5 Establishment of Stock
Unit Account . The Company shall establish a Stock Unit
Account for each Participant. All Compensation deferred pursuant to
this Article 6 shall be credited to the Participant’s Stock
Unit Account as of the Deferral Date and converted to Stock Units.
The number of Stock Units credited to a Participant’s Stock
Unit Account as of a Deferral Date shall equal the amount of the
deferred Compensation divided by the Fair Market Value of a Share
on such Deferral Date, with fractional units calculated to three
decimal places. Fractional
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Stock Units shall be credited cumulatively, but
any fractional Stock Unit in a Participant’s Stock Unit
Account at the time of a distribution under Article 7 shall be
converted into cash equal to the Fair Market Value of a
corresponding fractional Share on the date of
distribution.
6.6 Crediting of Dividend
Equivalents . As of each dividend payment date with respect
to Shares, each Participant shall be paid outright or have credited
to his or her Stock Unit Account, as elected in advance by the
Participant in accordance with procedures established by the
Committee, a dollar amount equal to the amount of cash dividends
that would have been paid on the number of Shares equal to the
number of Stock Units credited to the Participant’s Stock
Unit Account as of the close of business on the record date for
such dividend. Such dollar amount if credited to the
Participant’s Stock Unit Account shall then be converted into
a number of Stock Units equal to the number of whole and fractional
Shares that could have been purchased with such dollar amount at
Fair Market Value on the dividend payment date.
ARTICLE 7
SETTLEMENT OF STOCK UNITS
7.1 Timing of Payment
. A Participant shall receive or begin receiving a distribution of
his or her Stock Unit Account in the manner described in
Section 7.2 either (i) on or as soon as administratively
feasible after the Participant incurs a Termination of Employment,
(ii) if the Participant has made an election to defer payment
in accordance with this Section and as permitted by the Committee,
on or as soon as administratively feasible after January 1 of
the year immediately following the date on which the Participant
incurs a Termination of Employment, or (iii) if the
Participant has made an election to defer payment in accordance
with this Section and as permitted by the Committee, on or as soon
as administratively feasible after such other date or event
specified by the Participant. A Participant must deliver an
election to defer the distribution or commencement of distribution
to the Corporate Secretary or his or her designee such period in
advance and in such manner as determined by the
Committee.
7.2 Payment Options .
A Deferral Election filed under Article 6 shall specify whether the
Participant’s Stock Unit Account is to be settled by
delivering to the Participant the number of Shares equal to the
number of whole Stock Units then credited to the
Participant’s Stock Unit Account, in either (i) a lump
sum, or (ii) substantially equal annual installments over a
period not to exceed ten years, provided that such installment
payments do not extend more than ten years after the
Participant’s Termination of Employment. Any fractional Stock
Unit credited to a Participant’s Stock Unit Account at the
time of a distribution shall be paid in cash at the time of such
distribution. A Participant may change the manner in which his or
her Stock Unit Account is distributed in accordance with such
procedures established by the Committee.
7.3 Payment Upon Death of a
Participant . If a Participant dies before the entire
balance of his or her Stock Unit Account has been distributed, the
balance of the Participant’s Stock Unit Account shall be paid
in Shares as soon as administratively feasible after the
Participant’s death, to the beneficiary designated by the
Participant under Article 9.
7.4 Continuation of Dividend
Equivalents . If payment of Stock Units is deferred
pursuant to Section 7.2, the Participant’s Stock Unit
Account shall continue to be credited with dividend equivalents as
provided in Section 6.6 until the entire balance of the
Participant’s Stock Unit Account has been
distributed.
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ARTICLE 8
UNFUNDED STATUS
8.1 General . The
interest of each Participant in any Compensation deferred under the
Plan (and any Stock Units or Stock Unit Account relating thereto)
shall be that of a general creditor of the Company. Stock Unit
Accounts, and Stock Units credited thereto, shall at all times be
maintained by the Company as bookkeeping entries evidencing
unfunded and unsecured general obligations of the Company. Except
as provided in Section 8.2, no money or other assets shall be
set aside for any Participant.
8.2 Trust . To the
extent determined by the Board, the Company may transfer funds
necessary to fund all or part of the payments under the Plan to a
trust; provided, the assets held in such trust shall remain at all
times subject to the claims of the general c
