EXHIBIT
10.14(b)

 


RESTRICTED STOCK


GRANT NOTICE


 


1.             Grant of Restricted Stock. 
Welltower Inc., a Delaware corporation (the “Corporation”), hereby grants (the
“Grant”) to _____________ (the “Participant”) a total of ____ shares of the
Corporation’s common stock, $1.00 par value per share (the “Restricted
Shares”), as of _____________.


 


                2.             Vesting;
When Restrictions Lapse.  The Restricted Shares shall vest as follows:
(a) ____ shares shall vest immediately and (b) ____ shares shall vest in
_______ annual installments, on _____________  and the next ______
anniversaries of such date, or at such earlier time as the restrictions may
lapse pursuant to Section 6 of the Terms and Conditions (as defined below). 
With respect to shares described in (b) above, in the absence of any
accelerated vesting and lapse of the restrictions under Section 6 of the Terms
and Conditions, the restrictions set forth in Section 2 of the Terms and
Conditions shall lapse with respect to the following numbers of shares on the
following dates:


 


                                                                                                                NUMBER
OF SHARES


                                DATE                                                                      THAT
BECOME VESTED


 


                                [_____________                                                 ____
shares]


 


                                [_____________                                                 ____
shares]


 


                                [_____________                                                 ____
shares]


 


                3.             Incorporation
by Reference.  The Corporation and the Participant acknowledge and
agree that this Grant Notice shall incorporate by reference all terms and
conditions set forth in the Executive Officer Restricted Stock Terms and
Conditions (the “Terms and Conditions”).


 


4.                  
Effectiveness.  The Grant is subject to the Participant’s
acceptance of the terms and conditions of this Grant Notice by signature below
or by e-signature, email or other form of electronic confirmation.


 













 












  





 


EXECUTIVE OFFICER RESTRICTED STOCK


TERMS AND CONDITIONS


 


                These
Executive Officer Restricted Stock Terms and Conditions (the “Terms and
Conditions”), effective as of _____________, shall apply to each grant of
Restricted Shares (as defined in the Grant Notice) by Welltower Inc., a
Delaware corporation (the “Corporation”), to the Participant (as defined in the
Grant Notice).


 


RECITALS:


 


                A.            The Participant is an employee and
executive officer of the Corporation.


 


                B.            The Corporation adopted the 2016
Long-Term Incentive Plan (the “Plan”) in order to provide non-employee
directors and select officers and key employees with incentives to achieve
long-term corporate objectives.


 


                C.            The Compensation Committee of the
Corporation’s Board of Directors has decided that the Participant should be
granted restricted shares of the Corporation’s common stock, $1.00 par value
per share (“Common Stock”), on the terms and conditions set forth in the Grant Notice and
these Terms and Conditions in accordance with the
terms of the Plan.


 


                D.            The grant of the Restricted Shares
has been made by the Corporation in consideration of the past and future
services provided by the Participant to the Corporation and the various
covenants and agreements contained in the Grant Notice and these Terms and
Conditions.


 


                1.             Grant
of Restricted Stock.   The Corporation has granted to the Participant the Restricted Shares,
subject to the transfer restrictions, vesting schedule and other conditions set
forth in the Grant Notice and these Terms and Conditions.  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 such
Restricted Shares.


 


                                As
provided in Section 4 below, the Corporation shall cause the Restricted Shares
to be issued in book entry form and registered in the name of the Participant
promptly upon acceptance of the Grant Notice.  If required by the Corporation,
on or before the date of acceptance of the Grant Notice, the Participant shall
deliver to the Corporation one or more stock powers endorsed in blank relating
to the Restricted Shares.  


 


                2.             Restrictions. 


 


                                (a)           The
Participant shall have all rights and privileges of a stockholder of the
Corporation with respect to the Restricted Shares, including voting rights and
the right to receive dividends paid with respect to the Restricted Shares,
except that the following restrictions shall apply until such time or times as
these restrictions lapse under the Grant Notice or any provision of these Terms
and Conditions:


 


                                (i)            the
Participant shall not be entitled to delivery of any certificates for any of
the Restricted Shares until the restrictions imposed by the Grant Notice and
these Terms and Conditions have lapsed with respect to those Restricted Shares;


 


                                (ii)           the
Restricted Shares may not be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by the Participant before these restrictions have
lapsed, except with the consent of the Corporation;


 


                                (iii)          the
Restricted Shares shall be subject to forfeiture upon termination of the
Participant’s employment with the Corporation to the extent set forth in
Section 6 below; and


 


                                (iv)          the
Restricted Shares shall be subject to forfeiture (as determined by the
Compensation Committee) in accordance with the terms of the Company’s clawback
or recoupment policy (as in effect from time to time).


 


If any portion of the Restricted Shares becomes vested
under Section 2 of the Grant Notice (or Section 6 below), such newly vested
shares shall no longer be subject to the preceding restrictions.


 






 












  





                                (b)           Any
attempt to dispose of Restricted Shares in a manner contrary to the
restrictions set forth in the Grant Notice and these Terms and Conditions shall
be ineffective.


 


                3.             Vesting;
When Restrictions Lapse.  Section 2 of the Grant Notice contains the
schedule for vesting and lapse of restrictions with respect to the Restricted
Shares.


 


                4.             Issuance of
Shares.  The book entry for the Restricted Shares shall bear the
following legend:


 


                “The transferability of the shares of
stock represented hereby is subject to the terms and conditions (including
possible forfeiture) of a Grant Notice by Welltower Inc. to the registered
owner.  A copy of such Grant Notice is on file in the offices of the Corporate
Secretary, Welltower Inc., 4500 Dorr Street, Toledo, Ohio 43615.”


 


Once
the restrictions imposed by the Grant Notice and these Terms and Conditions
have lapsed with respect to any portion of the Restricted Shares, the book
entry for such portion of the Restricted Shares shall be modified to remove the
foregoing legend, but not before the Participant has made arrangements
satisfactory to the Corporation for tax withholding (as required by Section 5
below), and the portion of the newly vested shares (if any) that the
Participant applies to satisfy his or her tax withholding obligations pursuant
to Section 5(b) below shall be transferred to the treasury of the Corporation.


 


                5.             Tax
Withholding.  Whenever the restrictions applicable to all or a portion
of the Restricted Shares lapse under the terms of the Grant Notice or these
Terms and Conditions, the Corporation shall notify the Participant of the
amount of tax that must be withheld by the Corporation under all applicable
federal, state and local tax laws.  The Participant agrees to make arrangements
with the Corporation to (a) remit the required amount to the Corporation in
cash, (b) deliver to the Corporation shares of Common Stock currently held by
the Participant (including newly vested shares) with a value equal to the
required amount, (c) authorize the deduction of the required amount from the
Participant’s compensation, or (d) otherwise provide for payment of the
required amount in a manner satisfactory to the Corporation.


 


                6.             Termination
of Employment; Change in Corporate Control. 


 


                                (a)           If
the Participant’s employment with the Corporation is involuntarily terminated
for “Cause” (as defined in the Participant’s Employment Agreement) during the
term of the Grant Notice, or if the Participant voluntarily terminates his or
her employment with the Corporation (other than after a Change in Corporate
Control (as described in subsection (e) below) occurring after the date of the
Grant Notice or as provided in subsections (c) or (d) below), including any
termination after the term of the Participant’s Employment Agreement expires by
reason of the Participant’s election not to extend the term of the Employment
Agreement, any Restricted Shares that remain subject to the restrictions
imposed by the Grant Notice and these Terms and Conditions shall be forfeited.


 


                                (b)           If
the Participant’s employment is terminated involuntarily without Cause,
including an involuntary termination without Cause as a result of the
Corporation’s election not to extend the term of the Participant’s Employment
Agreement, or in the event of a Change in Corporate Control, vesting shall be
accelerated, the restrictions imposed by the Grant Notice and these Terms and
Conditions on the remaining Restricted Shares shall lapse immediately, and no
Restricted Shares shall be forfeited.


 


                                (c)           If
the termination of the Participant’s employment occurs as a result of the
Participant’s death, vesting shall be accelerated and all of the restrictions
imposed on the Restricted Shares by the Grant Notice and these Terms and
Conditions shall lapse immediately.


 


(d)           If the termination of the Participant’s
employment occurs after a finding of the Participant’s permanent and total
disability, or as a result of Retirement, vesting shall be accelerated and all
of the restrictions imposed on the Restricted Shares by the Grant Notice and
these Terms and Conditions shall lapse immediately.  For purposes of these
Terms and Conditions, “Retirement” means a
termination of employment by the Participant if, on the date of termination,
the Participant is at least 55 years old, the Participant has completed
at least ten consecutive years of service to the
Corporation and the sum of the Participant’s age and years of service to the
Corporation is equal to 70 or more, provided that the Participant (i)
delivers to the Corporation, at least six months prior to the date of his or
her retirement, written notice specifying such retirement date and the
Participant remains in the continuous service of the Corporation from the date
such notice was provided until his or her retirement date, and (ii) enters into a retirement agreement with the
Corporation that includes (x) a customary release of claims against the
Corporation and its affiliates and (y) non-competition, non-solicitation,
non-disparagement and non-disclosure covenants in favor of the Corporation.


 






 












  





                                (e)           For
purposes of this Section 6, a “Change in Corporate Control” shall have the
meaning set forth in the Participant’s Employment Agreement.  To the extent
that there is a conflict between the definition set forth in the Participant’s
Employment Agreement and the definition set forth in the Plan, the definition
of “Change in Corporate Control” set forth in the Participant’s Employment Agreement
shall control.


 


                7.             Securities Laws. 
The Corporation may from time to time impose such conditions on the transfer of
the Restricted Shares as it deems necessary or advisable to ensure that any
transfers of the Restricted Shares 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 transfer the
Restricted Shares until the Restricted Shares have been registered under the
Securities Act of 1933, as amended.


 


                8.             Grant
Not to Affect Employment.  None of the Grant Notice, these Terms and
Conditions or the Restricted Shares shall confer upon the Participant any right
to continued employment with the Corporation.  Neither the Grant Notice nor
these Terms and Conditions shall 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.


 


                9.             Governing
Law.  The validity, performance, construction and effect of the Grant
Notice and these Terms and Conditions 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.