EXHIBIT
10.5(b)

 


DEED OF ASSIGNMENT AND AMENDMENT OF 


EMPLOYMENT CONTRACT OF JOHN GOODEY


 


PARTIES:


(1)               
HCN UK MANAGEMENT SERVICES
LIMITED of Lacon House, 84 Theobald’s
Road, London WC1X 8RW (the “Company”); 


 


(2)               
JOHN GOODEY of Springfield
Nurseries, Bekesbourne Lane, Bekesbourne, England C T4 5DX, United Kingdom (“You”); and


(3)               
Welltower Inc. of 4500 Dorr Street, Toledo, Ohio 43615(“Welltower”) 


WHEREAS


(A)          You and the Company are parties to an Employment Contract
dated 6th May 2014 (the "Employment Contract"); and


(B)          You, the Company and Welltower
wish to amend the Employment Contract on the terms set out herein and to assign
the Employment Contract so amended to Welltower with effect from 3rd October
2017 (the "Effective Date") in connection with and in
consideration of your promotion effective from the Effective Date.


The Parties hereby agree as follows:


1.                  
INTERPRETATION 


1.1               
In this Deed (including
the recitals) capitalised terms shall have the meanings given to them in the
Employment Contract, save as otherwise defined herein.


2.                  
AMENDMENT OF THE
EMPLOYMENT CONTRACT 


2.1               
With effect from the
Effective Date:


2.2               
Paragraph 1.1 of the
Employment Contract is hereby amended to read as follows:


2.2.1          
You will be employed by
the Company as Executive Vice President and Chief Financial Officer of
Welltower.  You will report to Welltower’s Chief Executive Officer.


2.3               
Paragraph 9 of the
Employment Contract is hereby amended to read as follows:


2.3.1          
You will be paid a
basic salary of USD$600,000 per annum, paid in accordance with Welltower’s
standard payroll practices, less applicable tax withholding and any other
authorized payroll deductions.  Your salary is paid in respect of your duties
for Welltower, the Company and any other Group Company for whom you are required
to work.


2.4               
Paragraph 11.3 of the
Employment Contract is hereby amended to read as follows:


2.4.1          
Effective October 3,
2017, you shall be eligible to receive an annual incentive cash bonus for each
calendar year ending during the term of this Agreement with a target bonus of
150% of your annual basic salary, with the actual amount of such bonus to be
determined by the Compensation Committee of the Board of Directors of Welltower
(the “Compensation Committee”) at their absolute discretion, using such
performance measures as the Compensation Committee deems to be appropriate. 
Such bonus, if any, shall be paid to you no later than March 15 of the calendar
year immediately following the end of the calendar year to which the bonus
relates. Except as otherwise provided in the Agreement, (i) the annual bonus
will be subject to the terms of any Welltower bonus plan under which it is
granted and (ii) in order to be eligible to receive an annual bonus, you must
be employed by 




 












  





Welltower on the last day of the
applicable calendar year and must not have previously given or received notice
to terminate your employment hereunder. For the 2017 calendar year, prior to
October 3, 2017 you shall continue to participate in the bonus program in which
you were participating for such period (herein referred to as the “Pre-October
2017 Bonus Program”), and the amount of your bonus under the annual incentive
cash bonus program set forth herein and the “Pre-October 2017 Bonus Program”
shall each be prorated for the portion of the 2017 calendar year during which
you were participating in each such bonus program. The fact that you may
receive a bonus in one year is no guarantee that you will be paid any bonus in
another year.


2.5               
Paragraph 11.4 of the
Employment Contract is hereby amended to read as follows:


2.5.1          
Beginning with calendar
year 2018, you shall be eligible to receive an award under Welltower’s
Long-Term Incentive Plan for the applicable calendar year, or under any other
equity compensation plan adopted by Welltower, as may be determined by the
Compensation Committee in their absolute discretion.  For calendar year 2018,
the Company expects that the target value for your award under the Long-Term
Incentive Plan shall be $1,725,000.  For avoidance of doubt, your promotion
shall not result in any changes to any outstanding compensatory stock awards
previously granted to you, including any awards made to you under Welltower’s
Long-Term Incentive Plan, prior to October 3, 2017, nor shall your promotion
result in any additional compensatory stock awards being granted to you in
calendar year 2017.


2.6               
Schedule 1 of the
Employment Contract is replaced with Schedule 1 attached hereto.


2.7               
All references to
Health Care REIT, Inc. in the Employment Contract shall be amended to
Welltower, Inc.


2.8               
Save as amended herein,
the Employment Contract shall continue in full force and effect, the Employment
Contract so amended being referred to hereafter as (the “Amended Employment
Contract”). 


3.                  
ASSIGNMENT OF THE
AMENDED EMPLOYMENT CONTRACT


3.1               
With effect from the
Effective Date:


3.1.1          
The Company transfers
all its rights and obligations under the Amended Employment Contract to
Welltower.  Welltower shall enjoy all the rights and benefits of the Company
under the Amended Employment Contract, and all references to the Company as
your employer in the Amended Employment Contract shall be read and construed as
references to Welltower.


3.1.2          
Welltower agrees to
perform the Amended Employment Contract and be bound by its terms in every way
as if it were the original party to it in place of the Company with effect from
the Effective Date.


3.1.3          
You hereby agree to
perform your obligations under the Amended Employment Contract and be bound by
its terms in every way as if Welltower were the original party to it in place
of the Company.


3.1.4          
You and the Company agree
that your employment with the Company shall terminate automatically on the
Effective Date. 


4.                  
COUNTERPARTS 


4.1               
This Deed may be
executed by counterparts which together shall constitute one agreement.  Either
party may enter into this Deed by executing a counterpart and this Deed shall
not take effect until it has been executed by both parties.  Delivery of an
executed counterpart or a signature page by facsimile shall take effect as
delivery of an executed counterpart of this Deed provided that the relevant party
shall give the other the original of such page as soon as reasonably
practicable thereafter.


5.                  
THIRD PARTIES RIGHTS


5.1               
The Contracts (Rights
of Third Parties) Act 1999 shall only apply to this Deed in relation to
Welltower, the Company or any Group Company.  No person other than the parties
to this Deed and any Group Company and its or their directors, officers, or
employees shall have any rights under it and it will not be enforceable by any
person other than those parties.







 












  





6.                  
ENTIRE AGREEMENT


6.1               
The terms of this Deed
constitute the entire agreement between the parties in respect of the subject
matter thereof and supersede any previous agreement between them linked to the
Amendment or Assignment of the Employment Contract. You acknowledge that you
are not entering into this Deed in reliance upon any representation, warranty
or undertaking which is not contained or referred to in this Deed.


6.2               
Your rights under any
pension, healthcare, life assurance, disability, insurance, share option,
equity incentive, long term incentive or any other employee benefit plan or
arrangement in which you may participate from time to time (the "Benefits")
shall be exclusively governed by the rules of such plans or arrangements.  You
shall have no rights under the Amended Employment Contract or any other
employment agreement (or any alleged breach of it), whether on termination of
your employment (whether lawfully or in breach) or otherwise, to any damages
for breach of contract in respect of the loss of any Benefits or any rights
(including the grant or vesting of any share options or equity incentives) that
you may have received had you continued to have been employed.  


7.                  
EXECUTION AND GOVERNING
LAW


7.1               
This document is
executed as a deed and delivered and takes effect on the date stated at the
beginning of it. 


7.2               
This Deed shall be
governed by and construed in accordance with the law of England and Wales.


7.3               
Each party irrevocably
agrees to submit to the exclusive jurisdiction of the courts of England and
Wales over any claim or matter arising under or in connection with this Deed.









 












  





IN WITNESS WHEREOF this Deed of Assignment and Amendment of Employment
Contract has been executed and delivered as a deed on December 6, 2017.


EXECUTED as a
DEED by HCN UK Management Services Limited


Acting by Megan
Wolfinger a director


/s/ Megan Wolfinger                            


(Signature of Director)


In the presence
of:-


Signature of
Witness           /s/ Michelle Pawlecki                                          


Name of Witness Michelle
Pawlecki                                               


Address of
Witness             4500 Dorr Street, Toledo, Ohio 43615


Occupation                           Executive
Assistant                                             


 


EXECUTED as a
DEED by Welltower Inc.


Acting by
Matthew McQueen an executive officer


 


/s/ Matthew McQueen                        


(Signature of Director)


 


 


In the presence
of:-


Signature of
Witness           /s/ Michelle Pawlecki                                          


Name of Witness Michelle
Pawlecki                                               


Address of
Witness             4500 Dorr Street, Toledo, Ohio 43615


Occupation                           Executive
Assistant                                             


SIGNED as a DEED
by John Goodey                                                         /s/ John Goodey   


In the presence
of:‐


Signature of Witness           /s/
Dola Oladipo                                   


Name of Witness Dola
Oladipo                                                        


Address of
Witness             29-30 Cornhill, London EC3V 3NF 


Occupation                           Executive
and Team Assistant         







 












  





SCHEDULE 1 

Job Description


 


Title:      Executive
Vice President and Chief Financial Officer


 


Report to: Chief Executive
Officer


 


The Executive Vice President and Chief Financial Officer shall have the
duties and responsibilities appropriate for the principal financial officer of
Welltower, as shall be determined by the Board of Directors of Welltower and
the Chief Executive Officer of Welltower, with such additional duties and
responsibilities as the Board or the Chief Executive Officer may determine from
time to time.