Exhibit 10.13.1
VENTAS
NONEMPLOYEE
DIRECTORS’
DEFERRED STOCK COMPENSATION
PLAN
[As amended December 8,
2008]
ARTICLE 1
INTRODUCTION
1.1 Establishment .
Ventas, Inc. (the “Company”) hereby establishes the
Ventas Nonemployee Directors’ Deferred Stock Compensation
Plan (the “Plan”) for those directors of the Company
who are not employees of the Company or any of its subsidiaries or
affiliates. The Plan allows Nonemployee Directors to defer the
receipt of cash 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 Nonemployee Directors and to promote ownership
by Nonemployee Directors of a greater proprietary interest in the
Company, thereby aligning such Directors’ interests more
closely with the interests of stockholders of the
Company.
1.3 Effective Date .
The Plan shall become effective as of September 9, 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.G
ARTICLE 4
ADMINISTRATION
The Plan shall be administered by
the Nominating and Governance 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. Notwithstanding the foregoing, no Director
who is a Participant under the Plan shall participate in any
determination relating solely or primarily to his or her own
Shares, Stock Units or Stock Unit Account.
ARTICLE 5
ELIGIBILITY
Each person who is a Nonemployee
Director on a Deferral Date shall be eligible to defer Fees payable
on such date in accordance with Article 6 of the Plan. If any
Nonemployee Director subsequently becomes an employee of the
Company or any of its subsidiaries, but does not incur a
Termination of Service, such Director shall continue as a
Participant with respect to Fees previously deferred, but shall
cease eligibility with respect to all future Fees, if any, earned
while an employee.
ARTICLE 6
DEFERRAL ELECTIONS IN LIEU OF CASH
PAYMENTS
6.1 General Rule .
Each Nonemployee Director may, in lieu of receipt of Fees, defer
any or all of such Fees in accordance with this Article 6, provided
that such Nonemployee Director is eligible under Article 5 of the
Plan to defer such Fees at the date any such Fees are otherwise
payable. A Director may elect to defer a percentage of his or her
Fees or a specific dollar amount of his or her Fees in accordance
with administrative procedures established with respect to the
Plan.
6.2 Timing of Election
. Each Nonemployee Director who is serving on the Board 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 a
Nonemployee Director may make a Deferral Election before the first
date on which he or she is entitled to receive Fees. A Nonemployee
Director 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 in accordance with administrative
procedures established with respect to the Plan.
6.3 Effect and Duration of
Election . A Deferral Election shall apply to Fees payable
after the date such election is made and shall be deemed to be
continuing and applicable to all Fees payable in subsequent
calendar years, 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 in accordance with
administrative procedures established with respect to the Plan,
effective for all Fees payable on and after the first day of such
calendar year.
2
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 Fees 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 Fees divided by the Fair Market Value of a Share on such
Deferral Date, with fractional units calculated to three decimal
places. Fractional 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 Service,
(ii) if the Participant has made an election to defer payment
in accordance with this Section, 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 Service, or
(iii) if the Participant has made an election to defer payment
in accordance with this Section, on or as soon as administratively
feasible after the date 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 Service as a Director. 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.
3
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.
ARTICLE 8
UNFUNDED STATUS
8.1 General . The
interest of each Participant in any Fees 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
fu
