EXHIBIT 10.16(b)

[Grant Date]


 


 


 


[Participant Name]


Welltower Inc.


 


Re:          Welltower Inc. 2017-2019 Long-Term
Incentive Program


Dear [Participant Name]:


The Compensation
Committee of the Board of Directors of Welltower Inc. (the “Company”) has
selected you as a Participant in the Company’s 2017-2019 Long-Term Incentive
Program (the “Plan”).  Capitalized terms used but not defined herein shall have
the meanings given to such terms in the Plan.  This Award Notice shall be
subject to and governed by all the terms and conditions of the Plan.  A copy of
the Plan is attached as an exhibit to
this Award Notice.


The Award that
you may earn under the Plan is made to you in the form of performance
restricted stock units and is determined based on the weighted average score of
the Company for the Performance Period with respect to the corporate metrics
set forth in Exhibit A to the Plan and may vary as follows:


	
  Threshold

  	
  Target

  	
  High

  
	
   

  	
   

  	
   

  
	
  # of restricted stock units

   

  	
  # of restricted stock units

   

  	
  # of restricted stock units

  






For Company performance between two different tiers,
the percentage payable will be calculated using interpolation between tiers.


So long as you satisfy the provisions of the Plan,
including complying with the restrictive covenants set forth in Section 4,
one-third of such shares will be immediately vested and nonforfeitable upon
issuance, one-third of such shares will become fully vested and nonforfeitable
on December 31, 2020, and one-third of such shares shall become fully vested
and nonforfeitable on December 31, 2021, subject to your continued employment
with the Company through each such date.  You will also receive a cash award on
each vesting date equal to the amount of the dividends paid by the Company with
respect to the shares of Common Stock being issued measured by the Dividend
Value.


In the event you
incur a Qualified Termination during the Performance Period, the Compensation
Committee will determine the amount of your Award under the Plan based on the
corporate metrics ) as if the Performance Period had ended on the calendar
quarter end immediately preceding the date of your Qualified Termination. 
Please note that your Award will be pro‐rated based on the length of your
service during the Performance Period.  As a condition of receiving any
payments or benefits under the Plan on account your Qualified Termination, the
Company may require you to deliver an irrevocable, effective release of claims
in the form determined by the Company and/or an affirmation of continued
compliance with the restrictive covenants in favor of the Company and related
persons as set forth in Section 4 of the Plan.


This Award
Notice together with the Plan (the terms of which are hereby incorporated by
reference) are intended to be a final expression of the agreement between you
and the Company and are intended to be a complete and exclusive statement of
the agreement and understanding between you and the Company with respect to the
subject matter contained herein.  There are no restrictions, promises,
representations, warranties, covenants or undertakings relating to such subject
matter other than those referred to herein and in the Plan.  In the event of
any conflict or inconsistency between this Award Notice and the Plan, the terms
of the Plan shall govern.


This Award
Notice shall be administered in accordance with the provisions of Section 3 of
the Plan and any disputes shall be resolved in accordance with the provisions
of the Plan, including but not limited to Sections 12(c) and (d) of the Plan.






 












  





This Award Notice shall not
be construed as creating any contract for continued services between you and
the Company or any of its subsidiaries and nothing herein contained shall give
you the right to be retained as an employee or consultant of the Company or any
of its subsidiaries.


WELLTOWER INC.


 


 


 


By: