EXHIBIT
10.15(b)

 


PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT


 


                THIS PERFORMANCE
RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”), made this ______ day of _____________, _____,
between Welltower 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 Welltower Inc. 2005 Long-Term Incentive Plan (the “Plan”) and the
2016-2018 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 ______________, _____, 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, 2019, and one-third of such shares shall become
fully vested and nonforfeitable on December 31, 2020, 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.


 






 












  





                5.             Tax
Withholding. 


 


                                The
Participant shall, not later than the date as of which vesting or payment in
respect of the Award becomes a taxable event for Federal income tax purposes,
pay to the Corporation or make arrangements satisfactory to the Corporation for
payment of any Federal, state and local taxes required by law to be withheld on
account of such taxable event.  The Corporation shall have the authority to
cause the required minimum tax withholding obligation to be satisfied by
withholding a number of Shares to be issued to a Participant with an aggregate
Fair Market Value that would satisfy the withholding amount due.  The Corporation’s
obligation to deliver stock certificates (or evidence of book entry) to any
Participant is subject to and conditioned on tax withholding obligations being
satisfied by such Participant.


 


                6.             Termination
of Employment. 


 


                                If the
Participant’s employment with the Corporation is involuntarily terminated for
“Cause” during the term of this Agreement, or if the Participant voluntarily
terminates his or her employment with the Corporation without “Good Reason,”
then the Participant’s Target Award or shares of Restricted Stock which have
not previously become vested as of the termination date shall be forfeited.


 


                                In the
event of termination of the Participant’s employment by reason of a Qualified
Termination prior to the end of the Performance Period, then the Compensation
Committee shall determine the Participant’s outstanding Award in accordance
with the computation described in Section 4(b) of the LTIP as if the
Performance Period ended on the calendar quarter end immediately preceding the
date of the Participant’s Qualified Termination; provided, however, that the
Earned Award of such terminated Participant for the Performance Period shall be
multiplied by a fraction, the numerator of which shall be the number of full
and partial months in which the Participant was employed by the Corporation in
the Performance Period and the denominator of which shall be 36.  The pro-rated
Earned Award shall be paid out in shares of Common Stock that are not subject
to any risk of forfeiture.  Such terminated Participant shall also receive a
cash payment in an amount determined pursuant to the provisions of Section 7(b)
of the LTIP but taken into account only dividends paid through the date of the
Qualified Termination.


 


                                In the
event of termination of the Participant’s employment by reason of a Qualified
Termination after the end of the Performance Period, any Restricted Stock
granted to the Participant under this Program shall become fully vested and
nonforfeitable.


 


                7.             Definitions. 


 


Capitalized terms used herein
without definitions shall have the meanings given to those terms in the LTIP.


 


                8.             Securities
Laws. 


 


                                The
Corporation may from time to time impose such conditions on the vesting of the
Target Award, and/or the issuance of shares of Common Stock upon vesting of the
Target Award, as it deems reasonably necessary to ensure that any grant of the
Target Award and issuance of shares under this Agreement will satisfy the
applicable requirements of federal and state securities laws.  Such conditions
may include, without limitation, the partial or complete suspension of the
right to receive shares of Common Stock upon the vesting of the Target Award
until the Common Stock has been registered under the Securities Act of 1933, as
amended.  In all events, if the issuance of any shares of Common Stock is
delayed by application of this Section 8, such issuance shall occur on the
earliest date on which it would not violate applicable law.


 


                9.             Grant
Not to Affect Employment. 


 


                                Neither
this Agreement nor the Target Award granted hereunder shall confer upon the
Participant any right to continued employment with the Corporation.  This
Agreement shall not in any way modify or restrict any rights the Corporation
may have to terminate such employment under the terms of the Participant’s
Employment Agreement with the Corporation.


 


                10.          Adjustments
to Target Award. 


 


                                In the
event of any change or changes in the outstanding Common Stock by reason of any
stock dividend, recapitalization, reorganization, merger, consolidation,
split-up, combination or any similar transaction, the Target Award granted to
the Participant under this Agreement shall be adjusted by the Compensation Committee
pursuant to Section 11.2 of the Plan in such manner as the Compensation
Committee deems appropriate to prevent substantial dilution or enlargement of
the rights granted to the Participant.


 






 












  





                11.          Miscellaneous. 


 


                                (a)           This
Agreement may be executed in one or more counterparts, all of which taken
together will constitute one and the same instrument.


 


                                (b)           The
terms of this Agreement may only be amended, modified or waived by a written
agreement executed by both of the parties hereto.


 


                (c)           The
provisions of the Plan are hereby made a part of this Agreement.  In the
event of any conflict between the provisions of this Agreement and those of the
Plan, the provisions of this Agreement shall control. 


 


                                (d)           The
Target Award granted under this Agreement are intended to be exempt from the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), under the exemption for “short-term deferrals” under Treasury
Regulation Section 1.409A-1(b)(4), and shall be interpreted in a manner
consistent with the requirements for such exemption.  To the extent that
changes are necessary to ensure that the Target Award and the related dividend equivalent rights
comply with any additional requirements for such exemption imposed by future
IRS guidance on the application of Section 409A of the Code, the Participant and the Corporation
agree to cooperate and work together in good faith to timely amend this
Agreement so that the Target Award and dividend equivalent rights will not be
treated as deferred compensation subject to the requirements of
Section 409A of the Code.


 


                                (e)           The
validity, performance, construction and effect of this Agreement shall be
governed by the laws of the State of Ohio, without giving effect to principles
of conflicts of law; provided, however, that matters of corporate law,
including the issuance of shares of Common Stock, shall be governed by the
Delaware General Corporation Law.



 





 












  





                IN
WITNESS WHEREOF, the
parties have executed this Agreement on the date and year first above written.


 


ATTEST:                                                                                             WELLTOWER 
INC.


 


 


                                                                                                                 By:                                                                                          


                                                                                                                       
Name