EXHIBIT 10.17(b)

RESTRICTED STOCK UNIT
AWARD AGREEMENT


THIS RESTRICTED STOCK UNIT
AWARD AGREEMENT (the “Agreement”),
made this ___________, _____, between Welltower Inc., a Delaware corporation
(the “Corporation”), and _____________ (the “Participant”). 


 


WHEREAS, the Participant is an employee of the Corporation;
and


WHEREAS, the Corporation adopted the Welltower Inc. 2016
Long-Term Incentive Plan (the “Plan”) and the 2018-2020 Long-Term
Incentive Program (the “LTIP”) in order to provide select executives 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
restricted stock unit award subject to performance-based vesting conditions
and/or time-based vesting conditions on the terms set forth in the LTIP and
herein; 


WHEREAS, the restricted stock unit award granted to the
Participant shall be payable in shares of the Corporation’s common stock, $1.00
par value per share (“Common Stock”), upon the satisfaction of the
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 Award.


The Corporation hereby grants to
the Participant one or both of the following: 


 


·        
A Performance Award of _______
performance-based restricted stock units (the “Target Award”) on _______
(the “Date of Grant”), payable in shares of Restricted Stock, subject to
satisfaction of the restrictions, vesting conditions and other terms set forth
in this Agreement.


  


·        
An Other Stock Unit Award (the “Time-Based
Award”) of _______ time-based restricted stock units on the Date of Grant,
which shall vest and become payable in shares of Common Stock, subject to the
Participant’s continued employment, in accordance with the following schedule:
_____________________ (each such date, the “Vesting Date”). 


The Target Award and the
Time-Based Award shall be referred to herein as the “Award”.  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 Award or in exchange for the issuance of shares of Common Stock (upon
the determination of the Earned Award and satisfaction of the applicable
periods of continued service with the Corporation in the case of a Performance
Award or upon the lapse of the applicable Time Restriction in the case of a
Time-Based Award).


2.                  
Delivery
of Shares.


(a)           The Participant
shall not be entitled to the issuance of shares of Common Stock or to receive
any distributions with respect to the Performance Award or Time-Based Award
until the determination of the Earned Award (in the case of the Performance
Award) as provided in the LTIP and in Section 3 or 6 below or lapse of the
applicable Time Restriction (in the case of the Time-Based Award).  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 Common Stock are issued to the
Participant.


(b)           The Participant’s
Performance Award and Time-Based 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 Award or shares issued thereunder in a manner contrary to
the restrictions set forth in this Agreement shall be ineffective.


3.                  
Earned
Award and Vesting.


The Corporation shall issue
shares of Common Stock to the Participant in accordance with the provisions of
Section 8 of the LTIP.


4.                  
Tax
Withholding.


The Corporation shall satisfy
its tax withholding obligations in accordance with Section 11 of the LTIP.


5.                  
Termination
of Employment.


In the event of the end of the
Participant’s employment with the Corporation prior to the time that all vested
shares of Common Stock, if any, are issued under the LTIP, the Award shall be
administered in accordance with Section 7 of the LTIP.


6.                  
Definitions. 


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


7.                  
Securities
Laws.


The Corporation may from time to
time impose such conditions on the vesting of the Award, and/or the issuance of
shares of Common Stock upon vesting of the Award, as it deems reasonably
necessary to ensure that any grant of the 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 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.


8.                  
Grant
Not to Affect Employment.


Neither this Agreement nor the
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.


9.                  
Adjustments
to 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 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.


10.               
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 and
LTIP 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 or the LTIP, the
provisions of the Plan and the LTIP shall control.


(d)          
The Award granted under this
Agreement is 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:
___________________________