EXHIBIT
10.14(c)

 


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 Key Employee 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.













 












  





KEY EMPLOYEE RESTRICTED STOCK


TERMS AND CONDITIONS


 


                These
Key Employee 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 a key employee
and senior vice president of the Corporation (or holder of a more senior title
with 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.            With the consent of the Compensation
Committee, the Corporation is granting shares of the Corporation’s common
stock, $1.00 par value per share (“Common Stock”), to the Participant 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)           Except
as provided in subsections (b), (c) or (d) below, if the Participant’s
employment with the Corporation is terminated during the term of the Grant
Notice, any Restricted Shares that remain subject to the restrictions imposed
by the Grant Notice and these Terms and Conditions shall be forfeited.


 


                                (b)           Upon
a Change in Corporate Control (as defined in the Plan), 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 if either (i) the successor company (or a
subsidiary thereof) does not assume, convert, continue or otherwise replace the
Restricted Shares on proportionate and equitable terms, or (ii) the Participant
is terminated without cause within twelve (12) months following the Change in
Corporate Control.


 


                                (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 (as defined in the Plan), 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.


 


                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.


 


                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.