Exhibit 10.11.2
[DIRECTOR FORM]
VENTAS,
INC.
STOCK OPTION
AGREEMENT
THIS STOCK OPTION
AGREEMENT (“Agreement”) is made and entered
into as of
(the “Effective Date”), by and between VENTAS,
INC. , a Delaware corporation (the “Company”), and
,
a non-employee director of the Company (“Optionee”)
pursuant to the Ventas, Inc. 2006 Stock Plan for Directors (the
“Plan”).
AGREEMENT
:
The parties agree as
follows:
1. Grant of Option; Option
Price . Company
hereby grants to Optionee, as a matter of separate inducement and
agreement in connection with being a director of the Company (and
not in lieu of any other compensation for Optionee’s
services) the right and option to purchase (the
“Option”) all or any part of an aggregate of
( )
shares of the Company’s Common Stock (the “Option
Shares”) on the terms and conditions set forth herein,
subject to adjustment as provided in Section 7, at a purchase
price of
($ )
per share (the “Option Price”). The Company and
Optionee consider the Option Price to be not less than the Fair
Market Value (as defined in the Plan) of the Common Stock on the
Effective Date, which is the date on which the Option was granted
to Optionee (the “Option Date”).
2. Term of Option
. The Option shall
commence on the date hereof and continue for a term ending ten
years from the Option Date (the “Termination Date”),
unless sooner terminated as provided in Sections 5 and
6.
3. Option Exercisable in
Installments . Subject to the other terms and conditions stated
herein, the right to exercise the Option shall vest [in
installments as follows:
(a) First Installment
. Commencing on the
Option Date, Optionee may exercise the Option for up to 50 percent
of the number of Option Shares.
(b) Second Installment
. Commencing on the first
anniversary of the Option Date, the Option may be fully exercised
to the extent that it has not previously been
exercised.]
[Alternative vesting
schedule]
4. Conditions to Exercise of
the Option .
(a) Exercise of Option
. Subject to the
provisions of Section 3, Optionee may exercise the Option by
delivering to the Company written notice (“Notice”) of
exercise stating the number of Option Shares for which the Option
is being exercised accompanied by payment in the amount of the
Option Price multiplied by the number of Option Shares for which
the Option is being exercised (the “Exercise Price”) in
the manner provided in Section 4(b).
(b) Payment of Exercise
Price . The Company
shall accept as payment for the Exercise Price (a) a check
payable to the order of the Company, (b) the tender of Common
Stock (by either actual delivery of Common Stock or by
attestation), (c) “cashless exercise” through a
third party in a transaction independent of the Company and
properly structured to avoid any adverse accounting consequences to
the Company, (d) a combination of the foregoing, or
(e) by any other means which the Committee
determines.
(c) Delivery of Shares on
Exercise . As soon as
practicable after receipt of the Notice and payment of the Exercise
Price, the Company shall deliver to Optionee, without transfer or
issuance tax or other incidental expense to Optionee, at the office
of the Company, or at such other place as may be mutually
acceptable, or, at the election of the Company, by certified mail
addressed to Optionee at Optionee’s address shown in the
records of the Company, a certificate or certificates for the
number of shares of Common Stock set forth in the Notice and for
which the Company has received payment in the manner prescribed
herein. Company may postpone such delivery until it receives
satisfactory proof that the issuance or transfer of such shares
will not violate any of the provisions of the Securities Act of
1933, as amended, or the Securities Exchange Act
