VENTAS INC
EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.15.2.1
<SEQUENCE>8
<FILENAME>dex101521.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT
<TEXT>
<PAGE>

                                                               EXHIBIT 10.15.2.1

                              EMPLOYMENT AGREEMENT

          This EMPLOYMENT AGREEMENT is made as of the 31st day of July, 1998
(the "Effective Date"), by and between Ventas, Inc., a Delaware corporation (the
"Company"), and T. RICHARD RINEY (the "Executive").

                                   WITNESSETH:

          WHEREAS, the Executive is employed by the Company and the parties
hereto desire to provide for Executive's continued employment by the Company;
and

          WHEREAS, the Board of Directors of the Company (the "Board") have
determined that it is in the best interests of the Company to enter into this
Agreement.

          NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements contained herein, and intending to be legally bound
hereby, the Company and Executive agree as follows:

          1.  Employment. The Company hereby agrees to employ Executive and
Executive hereby agrees to be employed by the Company on the terms and
conditions herein set forth. The initial term of this Agreement shall be for a
one-year period commencing on the Effective Date. The Term shall be
automatically extended by one additional day for each day beyond the Effective
Date that the Executive remains employed by the Company until such time as the
Company elects to cease such extension by giving written notice of such election
to the Executive. In such event, the Agreement shall terminate on the first
anniversary of the effective date of such election notice.

          2.  Duties. Executive is engaged by the Company in an executive
capacity.

          3.  Extent of Services. Executive, subject to the direction and
control of the Board, shall have the power and authority commensurate with his
executive status and necessary to perform his duties hereunder. During the term,
Executive shall devote his entire working time, attention, labor, skill and
energies to the business of the Company, and shall not, without the consent of
the Company, be actively engaged in any other business activity, whether or not
such business activity is pursued for gain, profit or other pecuniary advantage.

          4.  Compensation. As compensation for services hereunder rendered,
Executive shall receive during the Term:

          (a) A base salary ("Base Salary") of not less than $137,000 per year
     payable in equal installments in accordance with the Company's normal
     payroll procedures. Executive may receive increases in his Base Salary from
     time to time, as approved by the Board.

          (b) In addition to Base Salary, Executive may be eligible to receive
     such other bonuses or incentive compensation as the Board may approve from
     time to time.

          5.  Benefits.

          (a) Executive shall be entitled to participate in any and all
     Executive pension benefit, welfare benefit (including, without limitation,
     medical, dental, disability and group life insurance coverages) and fringe
     benefit plans from time to time in effect for

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     Executives of the Company and its affiliates.

          (b) Executive shall be entitled to participate in such bonus, stock
     option, or other incentive compensation plans of the Company and its
     affiliates in effect from time to time for executives of the Company.

          (c) Executive shall be entitled to four weeks of paid vacation each
     year. The Executive shall schedule the timing of such vacation in a
     reasonable manner. The Executive may also be entitled to such other leave,
     with or without compensation, as shall be mutually agreed by the Company
     and Executive.

          (d) Executive may incur reasonable expenses for promoting the
     Company's business, including expenses for entertainment, travel and
     similar items. The Company shall reimburse Executive for all such
     reasonable expenses in accordance with the Company's reimbursement policies
     and procedures.

          6.  Termination of Employment.

          (a) Death or Disability. Executive's employment shall terminate
     automatically upon Executive's death during the Term. If the Company
     determines in good faith that the Disability of Executive has occurred
     during the Term (pursuant to the definition of Disability set forth below),
     it may give to Executive written notice of its intention to terminate
     Executive's employment. In such event, Executive's employment with the
     Company shall terminate effective on the 30th day after receipt of such
     notice by Executive (the "Disability Effective Date"), provided that,
     within the 30 days after such receipt, Executive shall not have returned to
     full-time performance of Executive's duties. For purposes of this
     Agreement, "Disability" shall mean Executive's absence from his full-time
     duties hereunder for a period of 90 days.

          (b) Cause. The Company may terminate Executive's employment during the
     Term for Cause. For purposes of this Agreement, "Cause" shall mean the
     Executive's (i) conviction of or plea of nolo contendere to a crime
     involving moral turpitude; or (ii) willful and material breach by Executive
     of his duties and responsibilities, which is committed in bad faith or
     without reasonable belief that such breaching conduct is in the best
     interests of the Company and its affiliates, but with respect to (ii) only
     if the Board adopts a resolution by a vote of at least 75% of its members
     so finding after giving the Executive and his attorney an opportunity to be
     heard by the Board. Any act, or failure to act, based upon authority given
     pursuant to a resolution duly adopted by the Board or based upon advice of
     counsel for the Company shall be conclusively presumed to be done, or
     omitted to be done, by Executive in good faith and in the best interests of
     the Company.

          (c) Good Reason. Executive's employment may be terminated by Executive
     for Good Reason. "Good Reason" shall exist upon the occurrence, without
     Executive's express written consent, of any of the following events:

                (i)    the Company shall assign to Executive duties of a
          substantially nonexecutive or nonmanagerial nature;

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                (ii)   an adverse change in Executive's status or position as an
          executive officer of the Company, including, without limitation, an
          adverse change in Executive's status or position as a result of a
          diminution in Executive's duties and responsibilities (other than any
          such change directly attributable to the fact that the Company is no
          longer publicly owned);

                (iii)  the Company shall (A) materially reduce the Base Salary
          or bonus opportunity of Executive, or (B) materially reduce his
          benefits and perquisites (other than pursuant to a uniform reduction
          applicable to all similarly situated executives of the Company);

                (iv)   the Company shall require Executive to relocate
          Executive's principal business office more than 30 miles from its
          location on the Effective Date; or

                (v)    the failure of the Company to obtain the assumption of
          this Agreement as contemplated by Section 11(c).

     For purposes of this Agreement, "Good Reason" shall not exist until after
     Executive has given the Company notice of the applicable event within 90
     days of such event and which is not remedied within 30 days after receipt
     of written notice from Executive specifically delineating such claimed
     event and setting forth Executive's intention to terminate employment if
     not remedied; provided that if the specified event cannot reasonably be
     remedied within such 30-day period and the Company commences reasonable
     steps within such 30-day period to remedy such event and diligently
     continues such steps thereafter until a remedy is effected, such event
     shall not constitute "Good Reason" provided that such event is remedied
     within 60 days after receipt of such written notice.

          (d) Notice of Termination. Any termination by the Company for Cause,
     or by Executive for Good Reason, shall be communicated by Notice of
     Termination given in accordance with this Agreement. For purposes of this
     Agreement, a "Notice of Termination" means a written notice which (i)
     indicates the specific termination provision in this Agreement relied upon,
     (ii) sets forth in reasonable detail the facts and circumstances claimed to
     provide a basis for termination of Executive's employment under the
     provision so indicated and (iii) specifies the intended termination date
     (which date, in the case of a termination for Good Reason, shall be not
     more than thirty days after the giving of such notice). The failure by
     Executive or the Company to set forth in the Notice of Termination any fact
     or circumstance which contributes to a showing of Good Reason or Cause
     shall not waive any right of Executive or the Company, respectively,
     hereunder or preclude Executive or the Company, respectively, from
     asserting such fact or circumstance in enforcing Executive's or the
     Company's rights hereunder.

          (e) Date of Termination. "Date of Termination" means (i) if
     Executive's employment is terminated by the Company for Cause, or by
     Executive for Good Reason, the later of the date specified in the Notice of
     Termination or the date that is one day after the last day of any
     applicable cure period, (ii) if Executive's employment is terminated by the
     Company other than for Cause or Disability, or Executive resigns without
     Good

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     Reason, the Date of Termination shall be the date on which the Company or
     Executive notified Executive or the Company, respectively, of such
     termination, and (iii) if Executive's employment is terminated by reason of
     death or Disability, the Date of Termination shall be the date of death of
     Executive or the Disability Effective Date, as the case may be.

          7.  Obligations of the Company Upon Termination. Following any
termination of Executive's employment hereunder, the Company shall pay Executive
his Base Salary through the Date of Termination and any amounts owed to
Executive pursuant to the terms and conditions of the Executive benefit plans
and programs of the Company at the time such payments are due. In addition,
subject to Executive's execution of a general release of claims in form
satisfactory to the Company, Executive shall be entitled to the following
additional payments:

          (a) Death or Disability. If, during the Term, Executive's employment
     shall terminate by reason of Executive's death or Disability, the Company
     shall pay to Executive (or his designated beneficiary or estate, as the
     case may be) the prorated portion of any Target Bonus (as defined below)
     Executive would have received for the year of termination of employment.
     Such amount shall be paid within 30 days of the date when such amounts
     would otherwise have been payable to the Executive if Executive's
     employment had not terminated.

          (b) Good Reason; Other than for Cause. If, during the Term, the
     Company shall terminate Executive's employment other than for Cause (but
     not for Disability), or the Executive shall terminate his employment for
     Good Reason:

                (1) Within fourteen (14) days of Executive's Date of
          Termination, the Company shall pay to Executive (i) the prorated
          portion of the Target Bonus for Executive for the year in which the
          Date of Termination occurs, plus (ii) an amount equal to the
          Executive's Base Salary and Target Bonus as of the Date of
          Termination.

                For purposes of this Agreement: "Target Bonus" shall mean the
          full amount of bonuses and/or performance compensation (other than
          Base Salary and awards under the Company's 1997 Incentive Compensation
          Plan) that would be payable to the Executive, assuming all performance
          criteria on which such bonus and/or performance compensation are based
          were deemed to be satisfied, in respect of services for the calendar
          year in which the date in question occurs.

                (2) For a period of one year following the Date of Termination,
          the Executive shall be treated as if he or she had continued to be an
          Executive for all purposes under the Company's Health Insurance Plan
          and Dental Insurance Plan; or if the Company has not yet established
          its own Health Insurance Plan and/or Dental Plan or the Executive is
          prohibited from participating in such plan, the Company shall, at its
          sole cost and expense, provide health and dental insurance coverage
          for Executive which is equivalent to the coverage provided to
          Executive as of the Date of Termination. Following this continuation
          period, the Executive shall be entitled to receive continuation
          coverage under Part 6 of Title I or ERISA

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          ("COBRA Benefits") treating the end of this period as a termination of
          the Executive's employment if allowed by law.

                (3) For a period of one year following the Date of Termination,
          Company shall maintain in force, at its expense, the Executive's life
          insurance being provided by the Company as of the Date of Termination.

                (4) For a period of one year following the Executive's Date of
          Termination, the Company shall provide short-term and long-term
          disability insurance benefits to Executive equivalent to the coverage
          that the Executive would have had he remained employed under the
          disability insurance plans applicable to Executive on the Date of
          Termination. Should Executive become disabled during such period,
          Executive shall be entitled to receive such benefits, and for such
          duration, as the applicable plan provides.

                (5) To the extent not already vested pursuant to the terms of
          such plan, the Executive's interests under the Vencor, Inc. Retirement
          Savings Plan and any Retirement Savings Plan of the Company shall be
          automatically fully (i.e., 100%) vested, without regard to otherwise
          applicable percentages for the vesting of employer matching
          contributions based upon the Executive's years of service with the
          Company.

                (6) The Company shall adopt such amendments to its Executive
          benefit plans, if any, as are necessary to effectuate the provisions
          of this Agreement.

                (7) Executive shall be credited with an additional one year of
          vesting for purposes of all restricted stock awards and Executive will
          have an additional one year in which to exercise all outstanding stock
          option awards.

          (c) Cause; Other than for Good Reason. If Executive's employment shall
     be terminated for Cause or Executive terminates employment without Good
     Reason (and other than due to such Executive's death) during the Term, this
     Agreement shall terminate without further additional obligations to
     Executive under this Agreement.

          (d) Death after Termination. In the event of the death of Executive
     during the period Executive is receiving payments pursuant to this
     Agreement, Executive's designated beneficiary shall be entitled to receive
     the balance of the payments; or in the event of no designated beneficiary,
     the remaining payments shall be made to Executive's estate.

          8.  Disputes. Any dispute or controversy arising under, out of, or in
     connection with this Agreement shall, at the election and upon written
     demand of either party, be finally determined and settled by binding
     arbitration in the City of Louisville, Kentucky, in accordance with the
     Labor Arbitration rules and procedures of the American Arbitration
     Association, and judgment upon the award may be entered in any court having
     jurisdiction thereof. The Company shall pay all costs of the arbitration
     and all reasonable attorneys' and accountants' fees of the Executive in
     connection therewith, including any litigation to enforce any arbitration
     award.

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          9.  Successors.

          (a) This Agreement is personal to Executive and without the prior
     written consent of the Company shall not be assignable by Executive
     otherwise than by will or the laws of descent and distribution. This
     Agreement shall inure to the benefit of and be enforceable by Executive's
     legal representatives.

          (b) This Agreement shall inure to the benefit of and be binding upon
     the Company and its successors and assigns.

          (c) The Company shall require any successor (whether direct or
     indirect, by purchase, merger, consolidation or otherwise) to all or
     substantially all of the business and/or assets of the Company, or any
     business of the Company for which Executive's services are principally
     performed, to assume expressly and agree to perform this Agreement in the
     same manner and to the same extent that the Company would be required to
     perform it if no such succession had taken place. As used in this
     Agreement, "Company" shall mean the Company as herein before defined and
     any successor to its business and/or assets as aforesaid which assumes and
     agrees to perform this Agreement by operation of law, or otherwise.

          10. Other Severance Benefits. Executive hereby agrees that in
consideration for the payments to be received under this Agreement, Executive
waives any and all rights to any payments or benefits under any plans, programs,
contracts or arrangements of the Company or their respective affiliates that
provide for severance payments or benefits upon a termination of employment,
other than the Change in Control Severance Agreement between the Company and
Executive (the "Severance Agreement"); provided that any payments payable to
Executive hereunder shall be offset by any payments payable under the Severance
Agreement.

          11. Withholding. All payments to be made to Executive hereunder will
be subject to all applicable required withholding of taxes.

          12. No Mitigation. Executive shall have no duty to mitigate his
damages by seeking other employment and, should Executive actually receive
compensation from any such other employment, the payments required hereunder
shall not be reduced or offset by any such compensation. Further, the Company's
obligations to make any payments hereunder shall not be subject to or affected
by any setoff, counterclaims or defenses which the Company may have against
Executive or others.

          13. Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been duly given when
delivered or sent by telephone facsimile transmission, personal or overnight
couriers, or registered mail with confirmation of receipt, addressed as follows:

          If to Executive:
          T. Richard Riney
          12116 Rosewood Lane
          Goshen, KY 40026

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          If to Company:
          Ventas, Inc.
          400 West Market Street, Suite 3300
          Louisville, KY 40202
          Attn: President

          14. Waiver of Breach and Severability. The waiver by either party of a
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach by either party. In the
event any provision of this Agreement is found to be invalid or unenforceable,
it may be severed from the Agreement and the remaining provisions of the
Agreement shall continue to be binding and effective.

          15. Entire Agreement; Amendment. This instrument contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes all prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them, whether written or
oral, with respect to the subject matter hereof. No provisions of this Agreement
may be modified, waived or discharged unless such modification, waiver or
discharge is agreed to in writing signed by Executive and such officer of the
Company specifically designated by the Board.

          16. Governing Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of Delaware.

          17. Headings. The headings in this Agreement are for convenience only
and shall not be used to interpret or construe its provisions.

          18. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                      VENTAS, INC.


                                      By: /s/ Thomas T. Ladt
                                         ---------------------------------------
                                         Thomas T. Ladt
                                         President and Chief Operating Officer


                                          /s/ T. Richard Riney
                                         ---------------------------------------
                                         T. Richard Riney

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