EXHIBIT
10.5(a)

Dated the 6th day of May 2014


PARTIES:


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


(2)           JOHN GOODEY of 56 Pine Grove,
Wimbledon, London, SW19 7HE, UK (“You”)


 


1.                  
Title AND TRANSFER OF EMPLOYMENT


1.1            
You will be employed by
the Company as Senior Vice President – International.  For an initial period of
time to be determined by the Company, you will report to Health Care REIT,
Inc.’s (“HCN”) Management Committee.  At such time as the Company thinks fit,
your primary reporting line will shift to an appropriate Executive Vice
President or such other person as the Company nominates from time to time.  It
is possible a secondary reporting line will be established in due course.    


2.                  
Job Duties


2.1            
unless you are absent
from work due to ill health, injury or at the Company's request:


(a)                  
  you agree to devote
the whole of your working time, attention and abilities to your duties under
this Agreement. The core duties of the role include the tasks set out in the
job description appearing at Schedule 1 to this Agreement, but the Company
reserves the right to change those duties to adapt to changing circumstances
and priorities; 


(b)                  
you will  use your best
endeavours to promote the interests of the Company and any Group Companies for
whom you are working;  


(c)                  
you will
notwithstanding your job title, and without payment of additional remuneration,
perform such other duties in relation to the business of the Company or the
Group as may from time to time be reasonably assigned to you by the Company. 


3.                  
Freedom to take up
employment with the Company


You
undertake that: (a) any notice period you are required to give or to serve with
a previous employer has expired, (b) by entering into this Agreement or performing
any of your duties for the Company, you will not be in breach of any other
obligation binding on you, and (c) that you are not party to any agreements or
arrangements that would conflict with your duties to the Company. 


4.                  
Period of Continuous
Employment


Subject to
clause 5 below your employment and your period of continuous employment
for the purposes of the Employment Rights Act 1996 will commence on a date to
be mutually agreed prior to 7 August 2014. No employment with a previous
employer counts as part of your period of continuous employment with the
Company.


5.                  
pre-conditions 


5.1            
Your employment with
the Company is conditional on (a) your producing at least three references
which the Company considers satisfactory, (b) your producing such documentation
as the Company may require from time to time to establish your right to work
lawfully in the UK (c) the results of background checks, (including checks for
previous, unspent criminal convictions), and drug and nicotine tests carried
out on you by or on behalf of the Company, being satisfactory to the Company,
and (d) your certifying in writing to the Company in such form as the Company
may require, that you do not use tobacco products.  







 












  





5.2            
Should you fail to
produce to the Company the required documentation to the Company’s
satisfaction, or should the Company not consider the results of the background
checks and drug and nicotine tests to be satisfactory, or should you fail to
provide the certificate referenced in clause 5.1(d) above, then any
offer of employment by the Company may be withdrawn and if already accepted,
your employment shall not take effect. Alternatively, the Company may terminate
your employment without notice, or with such minimum period of notice, (or
payment of salary in lieu thereof) as may be required by law.


6.                  
Outside interests


6.1               
Outside normal working
hours you will not be engaged, interested or concerned in any employment,
consultancy, partnership, office or outside business interests (together
“Outside Interests”) without the Company’s written consent. Consent will not be
given inter alia in relation to any Outside Interest which in the Company’s
view gives rise to a conflict of interest, or could interfere with the
efficient performance of your duties. You may however hold passive personal investments of
up to 3% of the issued shares, debentures or other securities of any publicly
traded company, subject to compliance with HCN’s Insider Trading Policy. 


7.                  
TermINATION AND PROBATIONARY PERIOD


7.1            
Subject to clauses 7.2
and 22 below, either party may terminate your employment by giving
the other three months’ written notice. 


7.2            
The Company may in its
absolute discretion choose to terminate your employment at any time and within
three working days, make you a payment of basic salary in lieu of any unexpired
period of notice, less income tax and employee national insurance
contributions. 


8.                  
Place of Work


Your place
of work shall be the Company’s London offices wherever situated. You may
however be required to change your place of work, on a permanent or temporary
basis, to any other office of the Company or any Group Company within a radius
of 60 miles from Central London. You may be required to travel on the business
of the Company anywhere in the world. 


9.                  
Salary  


You will
be paid a basic salary of £275,000 per annum, paid in 12 equal monthly
installments, in arrears by bank transfer, on or about the last working day of
the month, less income tax and employee national insurance contributions. Your
salary is paid in respect of your duties both for the Company and any Group
Company for whom you are required to work. 


10.               
Expenses  


10.1         
You will be reimbursed
all out-of-pocket expenses reasonably and properly incurred by you on the
business of the Company or any Group Company. Reimbursement is however
conditional on your complying with the terms of any expenses, travel and/or
anti-corruption policies issued by the Company from time to time, completing
any expense report in such form as the Company may require from time to time
and subject to your producing to the Company such evidence of actual payment of
the expenses concerned as the Company reasonably requires. The Company reserves
the right to require you to seek pre-approval of expenses over a certain amount
before reimbursement will be made. Any credit card supplied to you by the
Company shall be used solely for expenses incurred by you in the reasonable and
proper performance of your duties and shall be returned to the Company on the
termination date of this Agreement.


11.               
Benefits  


11.1         
Private Medical
Insurance: the Company shall pay you an allowance of
up to £250 per month, less income tax and employee national insurance, towards
the cost of your purchasing or continuing a private medical insurance policy.
If your private medical insurance costs materially increase, or in the
occurrence of a Life Event, such as marriage, birth, adoption, divorce or
death, the Company will consider with you at the time whether an increase in
this allowance is appropriate.   


 




 












  





11.2         
Pension:  the Company agrees to make a monthly employer pension
contribution  equivalent to 3% of your basic monthly salary, direct to a
private pension plan nominated by you. The Company will increase its monthly
employer pension contribution to up to 5% of your basic salary, provided you
agree to make matching employee pension contributions. The Company however
reserves the right at any time, to cease any  such contributions and instead
invite you to join its own pension plan, (should it decide to establish one),
or any government scheme, offering the same level of employer pension
contributions. Your participation in any future Company pension plan or any
government scheme would be subject to the rules of the plan or scheme as
amended from time to time. The Company has not opted to contract out of the
State Earnings Related Pension Scheme and a Contracting Out Certificate is not
in force in respect of your employment under this Agreement. 


11.3         
Bonus:  HCN operates a discretionary bonus plan,
under which bonus may be awarded to you, if you and HCN achieve targets
established by HCN on an annual basis, to HCN’s satisfaction. Any bonus
awarded will be of such amount as HCN in its absolute discretion thinks fit.
The bonus range for your position is (a) up to 50% of basic salary (lower
range); (b) at 50% of basic salary (mid range); and (c) up to 75% of basic
salary (top range), but subject always to the successful achievement of
corporate and individual targets and subject to clause 22.3 below. (For
the avoidance of doubt, the bonuses are not cumulative and if you are due a
bonus it will be in one of the categories (a), (b) or (c) above). This bonus
range equates to a bonus of up to £137,500 (lower range), at £137,500 (mid
range) and up to £206,250 (top range).  The bonus year runs concurrently with
the calendar year and if less than a full bonus year is worked, any bonus would
be calculated on a pro-rata basis. Any bonus awarded would be paid in the
course of February following the completion of the relevant bonus year, the
date of payment being “the Bonus Payment Date.” The fact that you may receive a
bonus in one year is no guarantee that you will be paid bonus in another year.
Further, as bonus is also intended to incentivize employees to remain in the
Company’s employment, any bonus is conditional upon your continuing to be employed
by the Company and not serving out a period of notice to terminate your
employment at the Bonus Payment Date. 


11.4         
You are immediately
eligible to participate in the Health Care REIT, Inc., 2005 Long Term Incentive
Plan, subject to the rules of the plan as amended from time to time. You will
receive an initial grant of HCN common stock to a value of US$125,000, which
will vest over four years, subject to the rules.  Future grants of HCN common
stock are anticipated to be in the range of $275,681 (lower range) - $402,919
(mid range) - $625,584 (top range), subject to your individual performance as
well as Company performance in the preceding calendar year and your continuing
to be in the employment of the Company and not under notice of termination on
the grant date. 


12.               
Hours of Work


Your normal working
hours are between 8:00am and 5:00pm Monday to Friday. However the expectation
is that you will frequently need to work longer hours and you agree to work
such additional hours, without overtime or additional remuneration, as may be
necessary for the proper and efficient performance of your duties. You further
agree that the limit on average weekly working time set out in Regulation 4(1)
of the Working Time Regulations 1998 will not apply to you, although you may withdraw
your consent on giving the person to whom you report three months’ prior
written notice.  


13.               
Holidays 


13.1         
The Company's holiday year runs
from 1 January to 31 December. You are entitled to 26 days' paid holiday
leave in each holiday year in addition to English public holidays.
This holiday is calculated on a pro rata basis in the holiday year in which
your employment starts or ends. Up to four days’ untaken holiday may be carried
forward to a subsequent holiday year with the permission of the person to whom
you report, but those days must be used by 31 March or they will be
forfeited. The Company will not pay you in lieu of taking holiday other than on
the termination of your employment.


13.2         
All holiday must be
taken at times agreed at least one month in advance with the person to whom you
report, having regard to the business needs of the Company and the dates other
employees will be away. 


13.3         
In your final year of
employment, the Company may at its discretion (a) require you to take any outstanding holiday due to
you during your notice period; or (b) pay you in lieu of some or all of such
outstanding holiday up to the termination date; or (c) where you have taken
more than your annual holiday entitlement, deduct from your final salary
payment, and/or from any severance pay due to you, and/or in the event that
this is insufficient, require you to repay to the Company, an amount
representing salary paid during holiday taken in excess of your entitlement.
Payment for each unused or excess day will be calculated as a fraction of 1/260th
of your basic annual salary. 







 












  





14.               
Deductions from Wages


Without
prejudice to any other rights open to the Company, you agree that the Company
may deduct from any wages due to you, sums representing the value of any
Company property lost by you; the cost of repairing any Company property
damaged by you; the amount of any outstanding loans or advances made to you by
the Company; any other sums owing from you to the Company; any overpayment of
salary or expenses or payment made to you by mistake or through
misrepresentation; and any other sums required to be deducted by law (such as
income tax and employee national insurance). If you are unable to work due to accident or injury caused by a third
party, the Company may deduct from your wages an amount equal to any sick pay
paid to you by the Company during your absence, but the deduction will be
capped at the amount of damages you recover from the third party in respect of
the accident or injury concerned.


15.               
data protection


You consent to the
Company and HCN in the US holding and processing both personal data and
sensitive personal data, (the latter includes your religious beliefs and
information relating to your physical or mental health and any criminal
convictions), for all purposes relating to your employment. In particular you
agree that the Company and HCN in the US, can (i) hold and process personal and
sensitive personal data to pay and review your remuneration and other benefits,
provide and administer any such benefits, administer and maintain personnel
records, (including sickness and other absence records), carry out performance
reviews, give references to future employers, provide management of either
company with information to be used for such matters as budgeting and other
staff planning purposes and to carry out internal investigations and/or
disciplinary proceedings; and (ii) provide your personal and sensitive personal
data to HM Revenue & Customs, the Inland Revenue Service, (or other
taxation authorities), the police, regulatory bodies, the Company's
professional advisers, external payroll and benefit providers engaged by the
Company or HCN and potential purchasers (and their advisers) of the Company or
any business area in which you work, (wherever in the world any of the foregoing
are located); and (iii) transfer personal and sensitive personal data
concerning you to any Group Company established in a country outside the EEA
and in particular you acknowledge that personal and sensitive personal data
about you may be transferred on a regular basis from the UK to HCN. 


16.               
Sickness or injury


16.1         
If you are absent from
work due to sickness, injury or accident you should notify the person to whom
you report before 8.00 am local time in the country where they are based, on
the first working day of absence. You should always endeavour to speak to the
person to whom you report, or email him/her and only resort to a text message
in the last resort. Additionally, you should notify a UK based colleague of
your absence due to illness, injury or accident.  


16.2         
If you are absent from
work for 7 days or less, you should complete a self-certification form setting
out the nature of your illness or incapacity on your return to work and email
it to the person to whom you report. If your absence continues for more than 7
days you should on the eighth day of such absence email a doctor's certificate
to the person to whom you report, with additional certificates being submitted
to cover any extended period of sick leave.


16.3         
Conditional upon your
compliance with the above rules, for absences due to genuine ill-health or
injury, the Company will pay you Company sick pay at your normal rate of
salary, for up to seven working days in any rolling period of 12 months. Any
additional Company sick pay will be entirely discretionary although statutory
sick pay (“SSP”) will be paid in accordance with the then prevailing rules of
the SSP scheme.  Company sick pay will be deemed to include any statutory sick
pay (“SSP”) to which you are entitled. 


16.4         
The Company reserves
the right to require you to undergo a medical examination or a drugs/alcohol
test by the Company's doctor or, an independent medical practitioner and you
agree that the doctor or independent medical practitioner may disclose to the
Company the results of the examination/test and discuss with the Company and
its professional advisers any matters arising from the examination/test as
might impair you from properly discharging your duties. You also authorise your
own doctor to provide the Company's doctor and/or independent medical
practitioner with any relevant extracts from your medical notes.  This clause
is without prejudice to your statutory rights, including your rights under the
Access to Medical Reports Act 1988


16.5         
The fact you may be
eligible for Company sick pay or SSP, shall not prevent the Company from
terminating your employment for incapacity or any other reason, even if the
effect of such termination would result in the loss of sick pay or SSP.







 












  





17.               
Confidentiality 


17.1         
You agree that you will
not, except in the proper performance of your duties, make use of, or disclose
to any person, any of the trade secrets or other confidential information of
the Company, or any Group Company, or any care home operator in which the
Company or any Group Company owns at least  50% of the shares or other equity
securities or voting rights (“Interested Operators”). You will likewise use
your best endeavours to prevent the unauthorised publication or disclosure of
any such trade secrets or confidential information. 


17.2         
This restriction shall
continue to apply after the termination of your employment without limit in
point of time, but both during your employment and after its termination, shall
not apply to (a) information ordered to be disclosed by a competent court or
tribunal, or otherwise required to be disclosed by law, or (b) to information
which becomes available to the public generally, (other than by reason of your
breaching this clause), without requiring a significant expenditure of labour
skill or money. Nothing in this Agreement, including this clause, will prevent
you making a “protected disclosure” within the meaning of the Public Interest
Disclosure Act 1998. 


17.3         
For the purposes of
this Agreement confidential
information shall include but not be limited to the Company’s or any Group Company’s,
or any Interested Operator’s business and marketing plans and strategies;
unpublished market research; budgets, management accounts and other
confidential financial data; details of employment terms applicable within the
Company, any Group Company or any Interested Operator; unpublished data and
other information relating to the operating performance of care homes within
the portfolios of the Company, any Group Company or any Interested Operator;
the personal and sensitive personal data of any resident of a care home within
such portfolios; the identity of any companies or other businesses which the
Company or any Group Company is targeting as a potential acquisition or for
investment, including any list or database containing details of such targets
and details of any other business or investment opportunities being considered
or due to be considered by the Company or any Group Company; the Company or any
Group Company’s investment criteria, underwriting, capital or analytical models
or protocols; the content of bids and tenders submitted by the Company or any
Group Company or any Interested Operator; the terms of any agreement or
arrangement that the Company or any Group Company or any Interested Operator
enters into with any third party including suppliers, potential or actual
investors, private equity companies or firms and other business partners;
details of any litigation to which the Company, any Group Company, or any
Interested Operator is a party; any information that the Company, or any Group Company,
including HCN may designate as “confidential,” as set forth in any employee
handbooks or policies from time to time; and any information or data of a third
party which the Company, any Group Company, or any Interested Operator is under
an obligation to keep confidential. 


18.               
Delivery up of the
Company's property


18.1         
Upon the Company's
request at any time, and in any event on the termination of your employment,
you will immediately deliver up to the Company, or HCN, or its/their authorised
representative, any equipment or property of whatever nature, in your
possession or control, which belongs to the Company or any Group Company, or
which relates to their business affairs. This includes but is not limited to
any office keys or security passes, equipment, credit cards, lists of prospects
and targets, computer disks or other computer hardware or software, together
with all copies of the same. 


18.2         
If you have any
information relating to the business of the Company or any Group Company which
is stored on a computer, laptop computer or other device, which does not belong
to the Company, this must be disclosed to the Company and the Company shall be
entitled to down load the information and/or supervise its deletion from the
computer, laptop or device concerned.


19.               
intellectual property 


19.1         
The parties foresee
that you will produce Work Product in the course of your duties under this
Agreement and agree that in this respect you have a special obligation to
further the interests of the Company


19.2         
You shall inform the
person to whom you report of the existence of all Work Product immediately on
its creation or discovery.


 




 












  





19.3         
Subject to the
provisions of clause 19.9, when at any time during your employment under
this Agreement you create or discover, or participate in the creation of or
discovery of any Work Product, that Work Product shall automatically vest in
and belong to the Company to the fullest extent permitted by applicable law.


19.4         
Subject to the
provisions of clause 19.9,  you shall not make any applications for any
patents, or other registered rights in respect of any Work Product.


19.5         
You now assign (by way
of an assignment of present and future rights) to the Company all rights,
including but not limited to Intellectual Property Rights, in the Work Product
throughout the world for the duration of those rights, including any extensions
and renewals and including the right to bring claims for past infringements. 


19.6         
At the request and
expense of the Company you shall do all acts and execute all documents, and
will give and supply all information, data, drawings and assistance howsoever
that may be required to enable the Company to exploit the Work Product to the
Company’s best advantage and shall execute all documents and do all things
which may be necessary or desirable to:


(i)            vest the Work Product in the Company
(or its nominee) throughout the world; 


(ii)           obtain patent, or other registered
rights, in the Work Product to be applied for and granted in the name of the
Company (or its nominee) throughout the world; and


(iii)          enforce and/or defend any of
the Work Product with respect to any third party including providing reasonable
co-operation in connection with any pending or future lawsuit arbitration or
any similar proceeding.


19.7         
You irrevocably appoint
the Company to be your attorney in your name and on your behalf to sign,
execute or do any such instrument or thing and generally to use your name for
the purpose of giving to the Company (or its nominee) the full benefit of the
provisions of this clause 19.  


19.8         
You undertake to hold
on trust for the benefit of the Company any and all Work Product until such
time as that Work Product is vested absolutely in the Company.


19.9         
Nothing in this clause 19 
or in this Agreement shall affect your rights under Sections 39 - 42 Patents
Act 1977.  


19.10       You waive any moral rights (as provided for
by Chapter IV of the Copyright Designs and Patents Act 1988 or any similar law
in any jurisdiction to the fullest extent permitted by law) in any Work
Product.


19.11       All of the rights and obligations under
this clause 19  shall continue in force after termination of this
Agreement in respect of all such Work Product made during your employment under
this Agreement and shall be binding upon your representatives.


20.               
Garden Leave


The
Company shall be under no obligation to provide you with work during any period
of notice to terminate your employment (or any part thereof), whether given by
the Company or by you.  During such period
the Company may require you (a) to carry out different duties from your normal
duties and/or (b) cease carrying out your duties altogether, or having any
business dealings with the Company’s or any Group Company’s employees,
suppliers, customers, agents or any Interested Operator and (c) may exclude you
from any premises of the Company or any Group Company. You will continue to
receive your salary and all contractual benefits provided by your employment. 
During such period of notice your duties of loyalty and good faith shall
continue to apply and you may not be engaged or employed by, or take up any office
or partnership in, any other company, Company or business, or trade on your own
account without the Company’s written permission.


21.               
Suspension 


Quite
apart from the right to put you on garden leave set out in clause 20,
the Company may suspend you on full pay pending the outcome of a disciplinary
investigation or for health reasons.  Whilst on suspension the Company may
impose the same conditions as apply to employees on garden leave.







 












  





22.               
Termination WITHOUT NOTICE


22.1         
The Company may
terminate your employment without notice and without a payment in lieu of
notice in the event that you:


(a)                  
are guilty of gross
misconduct or breach a fundamental term of your employment. Gross misconduct
would include but is not limited to any act of dishonesty committed in relation
to your duties, including the submission of false expenses claims; the wilful
misuse or disclosure of the Company’s or any Group Company’s or any Interested
Operator’s confidential information or other intellectual property; attempts to
encourage employees to leave the Company or any Group Company; making
disparaging statements in public about the Company, any Group Company, any
Interested Operator, or any of their respective officers or employees, save
where the statement is a protected, whistle-blowing disclosure within the
meaning of the Public Interest Disclosure Act 1998; engaging in any form of
sexual, racial or other harassment at work; attending work under the influence
of alcohol or controlled drugs, or consuming or supplying controlled drugs and
other illegal substances whilst at work; downloading or circulating
pornographic or other offensive materials at work or onto equipment owned by
the Company or any Group Company; violent, obscene or abusive behaviour towards
other employees, or officers of the Company, any Group Company or any
Interested Operator; refusing without reasonable excuse to carry out the
Company’s or HCN’s instructions; offering or accepting any bribe in connection
with the Company’s affairs or those of any Group Company;  


(b)                  
are in the reasonable
view of the Company guilty of gross negligence; or 


(c)                  
are convicted of a
criminal offence (other than one carrying only a non custodial sentence or a
driving offence); or


(d)                  
are declared insolvent
or enter into a composition with your creditors.


22.2         
If, as a matter of law,
the Company is not entitled to terminate your employment without notice on any
of the above grounds, then the Company may terminate your employment on giving
the statutory minimum period of notice or (entirely at its discretion) a payment
of basic salary in lieu of the same. 


22.3         
For the avoidance of
doubt, if your employment is terminated pursuant to this clause 22, you
will no longer be eligible for any discretionary bonus payments in respect of
the bonus year in which the relevant act or omission set out in clause 22.1(a)-(d) 
occurred.


23.               
Restrictions after
Termination of Employment


23.1            
You agree that you will
not, without the written permission of the Company, for a period of  6   months
following the termination of your employment (less any period you spend on
garden leave pursuant to clause 20), and whether on your own behalf or
on behalf of any individual, company, firm, business or other organisation,
directly or indirectly: 


(a)                
in connection with the
carrying on of any business which competes with any business of the Company or
any Group Company with which you were involved in the Relevant Period, solicit
or endeavour to solicit away from the Company or such Group Company, or any
Interested Operator, any investor or Potential Investor, with which investor or
Potential Investor you, (or someone reporting directly to you) had business
dealings on behalf of the Company or any such Group Company in the Relevant
Period, or about whom you are privy to confidential information at the date
your employment terminates; or


(b)               
in connection with the
carrying on of any business which competes with any business of the Company or
any Group Company with which you were involved in the Relevant Period, solicit
or endeavour to solicit away from the Company or such Group Company, any
investment opportunity offered by or in any care home or care home operator,
which opportunity came to your attention during your employment with the
Company and with which care home or care home operator you, (or someone
reporting directly to you) had business dealings on behalf of the Company or
any such Group Company in the Relevant Period, or about whom you are privy to
confidential information at the date your employment terminates; or


(c)                
in connection with the
carrying on of any business which competes with any business of the Company or
any Group Company with which you were involved in the Relevant Period, seek to
entice away from (i) the Company or any Group Company, any person employed or
engaged by the Company or any Group Company, as, or carrying out the 




 












  





functions of, a consultant, independent contractor,
director, (both board director and those simply having a director job title),
Vice President, Senior Vice President, Executive Vice President, manager, sales
representative or other customer-facing member of the sales team, or any other
senior employee and (ii) from any Interested Operator, any corporate executive
or senior manager, who, in all the above cases in (i) and (ii) is employed or
engaged at the date your employment terminates, (or who would have been so
employed or engaged had he or she not left due to solicitation on your part in
the previous 4 months), and with whom in each case you had business dealings in
the course of your employment, during the Relevant Period. This restriction
shall apply regardless of whether the solicitation involves a breach of
contract on the part of the consultant, independent contractor, director or
employee concerned; or 


(d)               
in connection with the
carrying on of any business which competes with any business of the Company or
any Group Company with which you were involved in the Relevant Period, seek to
employ or engage, or offer to employ or engage (i) any person employed or
engaged by the Company or any Group Company, as, or carrying out the functions
of, a consultant, independent contractor, director, (both board director and
those simply having a director job title), Vice President, Senior Vice
President, Executive Vice President, manager, sales representative or other
customer-facing member of the sales team, or any other senior employee or (ii)
any corporate executive or other senior manager employed or engaged by an
Interested Operator, who, in all the above cases in (i) and (ii) is employed or
engaged at the date your employment terminates, (or who would have been so
employed or engaged had he or she not left due to solicitation on your part in
the previous 4 months), and with whom in each case you had business dealings in
the course of your employment, during the Relevant Period. This restriction shall
apply regardless of whether the solicitation involves a breach of contract on
the part of the consultant, independent contractor, director or employee
concerned.


23.2         
You agree
that you will not, without the Company’s written permission, for a period of 6
months following the termination of your employment, less any period you spend
on garden leave pursuant to clause 20, be employed or engaged in any part of the business of any Real Estate
Investment Trust, or any part of the business of any other company, firm or
business, which part competes in the Territory with the Company, or any
Group Company, or any Interested Operator with which you have been actively
involved in the Relevant Period, in the following competitive activities: (i)
the ownership or operation of Health Care Facilities (defined below);
(ii) investment in, or lending to, health care related enterprises
(including, without limitation, owners or developers of Health Care
Facilities); (iii) the management of Health Care Facilities; or
(iv) the provision of any planning or development services for Health Care
Facilities. “Health Care Facilities” means any senior housing facilities, or
facilities used or intended primarily for the delivery of health care services,
including, without limitation, any active adult communities, independent living
facilities, assisted living facilities, skilled nursing facilities, inpatient
rehabilitation facilities, ambulatory surgery centres, medical office
buildings, or hospitals of any kind. Nothing in this clause 23.2  shall
prevent you from holding up to 3% of the issued shares or securities of any
publicly listed company for passive investment purposes.


23.3         
You agree
that you will not, without the Company’s written permission, for a period of 6
months following the termination of your employment, less any period you spend
on garden leave pursuant to clause 20, incorporate or otherwise
establish any Real Estate
Investment Trust, or any other company, firm or business, which competes, or
will in the said 6 months period compete in the Territory with the
Company, or any Group Company, or any Interested Operator with which you have
been actively involved in the Relevant Period, in the following competitive
activities: (i) the ownership or operation of Health Care Facilities (defined
above); (ii) investment in, or lending to, health care related enterprises
(including, without limitation, owners or developers of Health Care
Facilities); (iii) management of Health Care Facilities; or
(iv) provision of any planning or development services for Health Care
Facilities. Nothing in this clause 23.3  shall prevent you from holding
up to 3% of the issued shares or securities of any publicly listed company for
passive investment purposes. 


23.4         
Each of the sub-clauses
contained in clause 23  constitutes an entirely separate and independent
covenant. If any restriction is held to be invalid or unenforceable by a court
of competent jurisdiction, it is intended and understood by the parties that
such invalidity or unenforceability will not affect the remaining restrictions
or the validity of the rest of the Agreement and that if any such restriction would be valid if some part
thereof were deleted, (including some part of any term defined elsewhere in
this Agreement), such restrictions shall apply with such deletion(s) as may be
necessary to make them effective.


23.5         
You acknowledge that:


 




 












  





(a)                  
each of the
restrictions in clause 23  goes no further than is necessary to protect
the legitimate business interests of the Company and any Group Company; and
that if you were to breach the said restrictions, the Company and its Group
Companies would suffer substantial damage which cannot be adequately
compensated in damages; and


(b)                  
the Company is entering
into this Agreement not only for itself but as trustee for each Group Company
and with the intention that the Company and/or any Group Company will be
entitled to seek the protection of and enforce each of its restrictions
directly against you. If requested to do so by the Company however, you will at
any time sign a document with any such Group Company giving effect to the above
restrictions.  


24.               
Disciplinary and
Grievance Procedures


24.1         
Unless and until the
Company produces formal disciplinary and grievance procedures applicable to
your position, if you have any grievance relating to your employment you should
raise it with the person to whom you report or an appropriate HR representative
of HCN. If you wish to appeal against a disciplinary decision affecting you,
you should in the first instance notify an appropriate HR representative of HCN
who will appoint a senior manager or executive to deal with it. These
procedures are non-contractual and may be amended from time to time in the
Company’s discretion.     


25.               
Collective Agreements


There are
no collective agreements which directly affect your terms and conditions of
employment. 


26.               
Particulars of
Employment


This
Agreement includes the particulars of employment required by the Employment
Rights Act 1996.


27.               
entire agreement


27.1         
This Agreement is in
substitution for any previous offer letter or contract of employment between
the Company and you. You hereby acknowledge and warrant that there are no
agreements or arrangements whether written, or oral, or implied between the
Company and you relating to your employment by the Company other than those
expressly set out in this Agreement and that you are not entering into this
Agreement in reliance on any representation not expressly set out herein.


28.               
changes 


The
Company reserves the right to make reasonable amendments to your terms of
employment to take account of changes in employment practice, changes in the
law and the Company’s operational requirements. Minor amendments will be
notified by way of a general notice sent to all employees and unless otherwise
set out in the notice, shall take effect from the date of the notice. Other
reasonable changes shall take effect after one month’s written notice to you. 
For the avoidance of doubt, material changes to location, responsibility or
compensation would require employee consent.  


29.               
Notices 


Any notice
you are required to give under this Agreement should be handed or sent to the
person to whom you report. Any notice the Company is required to give
you should be handed to you or sent to your last notified home address or your
most recent work email address. These notices will be deemed to have been given
on the date of receipt if hand delivered, faxed or emailed and if posted, on the
day on which in the ordinary course of post they would be delivered.


30.               
third parties


Save as set out in
paragraph 23 in relation to Group Companies, no term of this Agreement
is enforceable under the Contract (Rights of Third Parties) Act 1999 by a person
who is not a party to this Agreement.


31.               
Interpretation 


31.1         
Any reference in this
Agreement to:


 




 












  





31.2         
any Act or delegated
legislation includes any statutory modification or re-enactment of it or the
provision referred to;


31.3         
  “Group Company” means any company which from time to time is a
subsidiary or a holding company of the Company, or a subsidiary of such holding
company and “subsidiary” and “holding company” have the meanings attributed to
them by section 1159 of the Companies Act 2006. For the avoidance of doubt, HCN
is a Group Company. The Company and its Group Companies are referred to
collectively as “the Group.”


31.4         
“Inventions” means any
invention, idea, discovery, development, improvement or innovations, whether or
not patentable or capable of registration, and whether or not recorded in any
medium;


“Intellectual
Property Rights” means all intellectual property rights in any part of the
world, including any patents, rights to Inventions, copyright and related
rights, trade marks, trade names and domain names, rights in get-up, rights in
goodwill or to sue for passing off, unfair competition rights, rights in
designs, rights in computer software (including object code and source code) and in computer and database
technologies, systems, structures and architectures, database rights, rights in confidential information
(including know-how and trade secrets) and any other intellectual property
rights, in each case whether registered or unregistered and including all
applications (and rights to apply) for, and renewals or extensions of, such
rights and all similar or equivalent rights or forms of protection which
subsist or will subsist now or in the future in any part of the world.


31.5         
The words “include” and
“including” and “in particular” shall be construed as being by way of
illustration only and shall not limit the generality of the preceding words.


31.6         
“Potential Investor”
means any person (whether an individual, company, or other business or
organisation) with whom, within the Relevant Period, the Company or any Group
Company is in negotiations for such person to invest in the Company, or any
Group Company, or any Interested Operator, or any target company. It shall not
include any such person, who, without direct or indirect solicitation on your
part, has notified the Company, relevant Group Company, Interested Operator or
target company, that it does not wish to make the said investment; 


31.7         
“Relevant Period” means
the period of 12 months ending with the termination of your employment with the
Company


31.8         
“Territory” means
England and the rest of the UK.


31.9         
“Work Product” means
any and all Inventions and any other materials, output (whether tangible or
intangible), matter, process, analysis, proposals, or work, made, arising,
created, developed, discovered, modified or improved by you (whether alone or
with others) during the term of this Agreement (whether wholly or partially,
and whether or not using any Company or Group Company premises or resources)
either:


(a)           in the course of your employment under this Agreement; or


(b)           outside the course of your employment,
but the same relates to the business of the Company or any Group Company, or to
projects carried out by you on behalf of the Company or any Group Company, or
is capable of being used in the business carried on by the Company or any Group
Company,


and including, without limitation, any original works of authorship, designs,
formulas, processes, improvements, compositions of matter, computer software
programs, data, information or databases, methods or procedures of any kind.


32.               
Governing Law


Your terms
of employment with the Company are governed by and construed in accordance with
English law and the parties submit to the exclusive jurisdiction of the English
Courts.









 












  





IN WITNESS WHEREOF this Deed has been executed and delivered as a deed
on the date set out above.


 


EXECUTED as a DEED by HCN UK Management
Services Limited


 


 


Acting by Erin C. Ibele, a director


 


/s/ Erin C.
Ibele                     


(Signature of
Director)


In the presence of:-


 


Signature of Witness           /s/
Christine C. Stone                                                          


 


Name of Witness Christine C. Stone                                                               


 


Address of Witness             4500 Dorr
Street, Toledo, Ohio 43615           


 


Occupation                           SVP
– People and Performance


 


 


SIGNED as a DEED by John Goodey                                                                                                          


 


/s/ John Goodey                   


                                                                                (Signature
of Employee)


 


In the presence of:-


 


Signature of Witness           /s/
Pierre Szyika                                                   


 


Name of Witness Pierre Szyika                                                                        


 


Address of Witness             3
Storehouse Mews, London, E14 8GS           


 


Occupation                           Banker                                                                                    


 









 












  





SCHEDULE 1


Job Description


 


Title:                       Senior
Vice President – International


 


Reports to:      For an initial
period of time, this position will report to the HCN Management Committee.  At
the conclusion of such time, the primary reporting reporting accountability
will shift to an appropriate Executive Vice President or such other persons as
the Company nominates from time to time.  It is possible a secondary reporting
accountability will be defined.   


 


The Senior Vice
President – International will focus on identifying and managing new
opportunities for growth through acquisition and partnership within the United
Kingdom and throughout Europe.  Additionally, the role may have
accountability for considering investment opportunities in other international
markets.  Key responsibilities include:


 


·        
Developing
new business relationships within the seniors housing and healthcare sectors


·        
Providing
oversight for HCN’s portfolio in Europe; partnering with Relationship
Investment Teams and other corporate resources as appropriate


·        
Managing
relationships with potential partners and financial institutions within the UK
and throughout Europe


·        
Working
in partnership with HCN Corporate and HCN UK to develop strategies, make
decisions and generate results


·        
Providing
insight on relevant topics, such as:  the seniors housing and healthcare
market landscape, reimbursement trends, government and regulatory issues,
foreign exchange and other topics applicable to conducting business in
continental Europe


·        
Identifying
relevant industry forums, thought leaders, consultants, lawyers and other
resources important to transacting business in continental Europe


·        
Managing
HCN resources and team members based in the UK


 


The successful
candidate will have 15+ years of relevant international experience in both
healthcare and real estate.  The selected candidate will be based in
London, England, and will travel frequently to meet with potential partners in
Europe and in other international markets.  At the onset, this individual
will spend time in Toledo, Ohio building relationships within the company and
learning how the company operates.  Following the initial onboarding
period, travel to the US will be expected on a bimonthly or quarterly basis.