EXHIBIT 10.4
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made this ______ day of _____________, 2015, between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and ___________________ (the “Participant”).
WITNESSETH:
WHEREAS, the Participant is an employee and executive officer of the Corporation; and
WHEREAS, the Corporation adopted the Amended and Restated Health Care REIT, Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the 2015-2017 Long-Term Incentive Plan (the “LTIP”) in order to provide select officers and key employees with incentives to achieve long-term corporate objectives; and
WHEREAS, the Compensation Committee of the Corporation’s Board of Directors has determined that the Participant should be granted a performance restricted stock unit award payable in shares of the Corporation’s common stock, $1.00 par value per share (“Common Stock”), on the terms and conditions set forth below and in accordance with the terms of the LTIP.
NOW, THEREFORE, in consideration of the past and future services provided to the Corporation by the Participant and the various covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Grant of Target Award.
The Corporation hereby grants to the Participant ________ performance restricted stock units (the “Target Award”) on ______________, 2015, payable in shares of Restricted Stock, subject to satisfaction of the restrictions, vesting conditions and other terms set forth in this Agreement. The Participant shall not be required to provide the Corporation with any payment (other than his or her past and future services to the Corporation) in exchange for the Target Award or in exchange for the issuance of shares of Restricted Stock upon the determination of the Earned Award.
2. Deferred Delivery of Shares.
The Participant shall not be entitled to the issuance of shares of Restricted Stock or to receive any distributions with respect to the Target Award until the determination of the Earned Award as provided in the LTIP and in Section 3 or 6 below. Further, the Participant shall not have any of the rights and privileges of a stockholder of the Corporation (including voting rights and the right to receive dividends) until the shares of Restricted Stock are issued to the Participant.
3. Earned Award and Vesting.
At the end of the Performance Period, the Compensation Committee shall determine the percentage of the Participant’s Target Award earned pursuant to the provisions of Section 4 of the LTIP (the “Earned Award”).
The Participant’s Target Award may not be sold, transferred, assigned, pledged or otherwise encumbered or disposed of by the Participant, and the underlying shares of Common Stock potentially issuable to the Participant under this Agreement may not be sold, transferred, assigned, pledged or otherwise encumbered by the Participant until such shares are so issued and cease to be subject to a risk of forfeiture. Any attempt to dispose of the Participant’s Target Award or shares issued thereunder in a manner contrary to the restrictions set forth in this Agreement shall be ineffective.
4. Issuance of Shares.
On the Issuance Date, the Corporation shall issue to the Participant (or such Participant’s estate or beneficiary, if applicable) a number of shares of Restricted Stock equal to the Earned Award. Except as otherwise provided in Section 6 of the LTIP, one-third of such shares shall be immediately vested and nonforfeitable, one-third of such shares shall become fully vested and nonforfeitable on December 31, 2018, and one-third of such shares shall become fully vested and nonforfeitable on December 31, 2019, subject to continued employment of the Participant through each such date. On the Issuance Date for the Performance Period, the Corporation shall also pay in cash to the Participant (or such Participant’s estate or beneficiary, if applicable) an amount equal to the Dividend Value for the Performance Period multiplied by the number of shares issued pursuant to this Section 4.