EXHIBIT
10.14(d)

 


DEFERRED STOCK UNIT


GRANT AGREEMENT


FOR NON-EMPLOYEE DIRECTOR


 


                THIS DEFERRED STOCK UNIT
GRANT AGREEMENT (the
“Agreement”), made this ___ day of _______, ___ (the “Grant Date”), between
Welltower Inc., a Delaware corporation (the “Corporation”), and __________ (the
“Director”).


 


WITNESSETH:


 


                WHEREAS, the Director serves as a member of the
Board of Directors of the Corporation;


 


                WHEREAS, the Corporation maintains the 2016
Long-Term Incentive Plan (the “Plan”) in order to promote the growth and
profitability of the Corporation by providing officers, key employees and
non-employee directors with incentives to achieve long-term corporate
objectives, to assist the Corporation in attracting and retaining officers, key
employees and non-employee directors of outstanding competence, and to provide
such individuals with an opportunity to acquire an equity interest in the
Corporation; 


 


                WHEREAS, the Plan authorizes awards under the
Plan to be made to non-employee directors with the approval of the Compensation
Committee of the Board of Directors; and


 


                WHEREAS, the
Compensation Committee has determined that each non-employee director of the
Corporation shall be granted Deferred Stock Units with respect to shares of the
Corporation’s common stock on the terms and conditions set forth below.


 


                NOW, THEREFORE, in consideration of the past and future
services the Director has provided to the Corporation as a member of the Board,
and the various covenants and agreements herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:


 


                1.             Grant
of Deferred Stock Units. 


 


                                The
Corporation hereby grants to the Director Deferred Stock Units with respect to
a total of _____ shares of common stock, $1.00 par value per share, of the
Corporation (the “Common Stock”), subject to satisfaction of the vesting
conditions and other terms set forth in this Agreement.  The Director shall not
be required to make any payment to the Corporation (other than his or her
services as a director) in exchange for such Deferred Stock Units or in
exchange for the issuance of shares of Common Stock upon vesting of Deferred
Stock Units.


 


                2.             Deferred
Delivery of Shares. 


 


                                The
Director shall not be entitled to the issuance of shares of Common Stock or to receive any distributions with respect to the
Deferred Stock Units, except as provided in Section 9
below, until such time as the Deferred Stock Units may vest under
Section 3 below.  Further, except as provided in Section 9 below, the Director
shall not have any of the rights and privileges of a stockholder of the
Corporation (including voting rights and the right to receive dividends) with
respect to the shares of Common Stock to be issued pursuant to the Deferred
Stock Units until such time as the Deferred Stock Units vest and the shares of
Common Stock are issued to the Director.


 


                3.             Vesting;
When Deferred Stock Units Vest. 


 


                                Subject to
the terms and conditions of this Agreement, the Deferred Stock Units shall vest
on _____________, subject to the Director’s continued service as a member of
the Board of Directors through such date, or at such earlier time as the
Deferred Stock Units may vest pursuant to Sections 7 or 8 of this Agreement.  


 


The Deferred
Stock Units may not be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by the Director, and the shares of Common Stock
potentially issuable to the Director pursuant to these Deferred Stock Units may
not be sold, transferred, assigned, pledged or otherwise encumbered by the
Director until such shares are so issued.


 


                                Any attempt
to dispose of the Deferred Stock Units in a manner contrary to the restrictions
set forth in this Agreement shall be ineffective.






 












  





 


                4.             Issuance
of Shares. 


 


                                Whenever
the Deferred Stock Units granted to the Director under this Agreement become
vested pursuant to Section 3 or Sections 7 or 8 below, the Corporation shall
cause a number of shares of Common Stock equal to the number of Deferred Stock
Units to be issued to the Director in book entry form and registered in the
name of the Director.  Evidence of ownership of such shares of Common Stock
shall be delivered to the Director (or to his or her designated nominee) within
sixty (60) days following the vesting date.  Once shares of Common Stock have
been issued as a result of the vesting of Deferred Stock Units, the
corresponding vested Deferred Stock Unit shall be considered cancelled and
shall be of no further force or effect.


 


                5.             No
Tax Withholding. 


 


                                The
Corporation shall issue to the Internal Revenue Service and to the Director a
Form 1099 and any other reporting form that may be required to report the
amount of tax which the Director has incurred under applicable federal, state
and local tax laws.  The Corporation will not withhold such taxes, and the
Director acknowledges that the Director may need to adjust his or her estimated
tax payments to take the additional taxable income into account.


 


                6.             Termination
of Service on the Board. 


 


                                (a)           Except
as provided in Sections 6(b), 7 or 8 below, if the Director resigns from
service as a member of the Board of Directors, decides not to stand for
reelection at the expiration of the Director’s term of office, is not nominated
by the Board to stand for election at the Annual Stockholders’ Meeting at which
the Director’s term of office expires, or, if nominated, is not reelected, then
any Deferred Stock Units held by the Director which have not yet vested shall
not be forfeited, but shall remain unvested until such time as such Deferred
Stock Units would otherwise have become vested as provided in Section 3
(disregarding, for purposes of this Section 6(a), the requirement of continued
service on the Board of Directors as specified in Section 3) and shall be
issued pursuant to Section 4.  


 


                                (b)           Notwithstanding
the foregoing, if the Director is removed from the Board by the stockholders of
the Corporation for cause, or the Director resigns or decides not to stand for
reelection following delivery of notice to the stockholders of a proposal to
remove the Director for cause (for these purposes, cause shall include, but not
be limited to, dishonesty, incompetence, moral turpitude, other misconduct of
any kind and the refusal to perform the Director’s duties and responsibilities
for any reason other than illness or incapacity), then all Deferred Stock Units
which have not previously become vested shall immediately be forfeited.  


 


                7.             Effect
of Death or Disability. 


 


                                (a)           If
the Director ceases to serve as a member of the Board as a result of the
Director’s death before the Deferred Stock Units granted under this Agreement
have become vested, vesting of the Deferred Stock Units granted to the Director
under this Agreement shall be accelerated, and the Corporation shall cause a
number of shares of Common Stock equal to the number of Deferred Stock Units to
be issued in book entry form. Evidence of ownership of such shares of Common
Stock shall be delivered to the Director’s executor, administrator, or any
person to whom the Director’s rights with respect to the Deferred Stock Units
may be transferred by the Director’s will or by the laws of descent.


 


                                (b)           If
the Director ceases to serve as a member of the Board as a result of the
Director’s total disability before the Deferred Stock Units granted under this
Agreement have become vested, vesting of the Deferred Stock Units granted to
the Director under this Agreement shall be accelerated, and the Corporation
shall cause a number of shares of Common Stock equal to the number of Deferred
Stock Units to be issued in book entry form to the Director pursuant to Section
4, free of any restrictions.  A Director shall have total disability only if he
or she is “disabled” within the meaning of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”).


 


                                (c)           Evidence of ownership of shares of
Common Stock
under Sections 7(a) or 7(b) shall be delivered within sixty (60) days following
the Director’s death or total disability, as applicable.


 






 












  





                8.             Effect
of Change in Corporate Control. 


 


                                Notwithstanding
the other terms of this Agreement, in the event of a Change in Corporate
Control (as defined below), the vesting of the Deferred Stock Units granted
under this Agreement shall be accelerated, and the Director shall become
entitled to immediately receive a number of shares of Common Stock equal to the
number of Deferred Stock Units, which shares shall be issued in book entry
form.  Evidence of ownership of shares of Common Stock shall be delivered to
the Director within sixty (60) days following the Change in Corporate Control.


 


                                For
purposes of this Section 8, a “Change in Corporate Control” shall mean a
“change in ownership or effective control” in respect of the Corporation within
the meaning of Section 409A of the Code.


 


                9.             Dividend
Equivalent Rights. 


 


                                During
such time as the Deferred Stock Units remain outstanding and unvested, whenever
the Corporation pays dividends on the Common Stock,
the Director will have the right to receive a cash
payment from the Corporation  with respect to each Deferred Stock
Unit in an amount equal to any dividends paid on a share of
Common Stock (a “Dividend Equivalent Right”).  The Director will have a
Dividend Equivalent Right with respect to each Deferred Stock Unit that is
outstanding on the dividend record date.  The Director will have no Dividend
Equivalent Rights as of the dividend record date in respect of any Deferred
Stock Units that have vested and been exchanged for Common Stock; provided that
the Director is the record holder of such Common Stock on or before such
dividend record date.  In all events, each Dividend Equivalent Right shall be
paid within sixty (60) days following the applicable dividend record date.


 


                10.          Securities
Laws. 


 


                                The
Corporation may from time to time impose such conditions on the vesting of the
Deferred Stock Units, and/or the issuance of shares of Common Stock upon
vesting of the Deferred Stock Units, as it deems reasonably necessary to ensure
that any grant of the Deferred Stock Units 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 Deferred Stock Units 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 10,
such issuance shall occur on the earliest date on which it would not violate
applicable law.


 


                11.          Grant
Not to Affect Status as Director. 


 


                                Neither
this Agreement nor the Deferred Stock Units granted hereunder shall confer upon
the Director any right to continue the Director’s service as a member of the
Board of Directors of the Corporation.


 


                12.          Adjustments
to Deferred Stock Units.   


 


                                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 number of Deferred Stock
Units granted to the Director under this Agreement shall be adjusted by the
Compensation Committee pursuant to Section 11.2 of the Plan in such manner as
the Committee deems appropriate to prevent substantial dilution or enlargement
of the rights granted to the Director.


 


                13.          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 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, the
provisions of this Agreement shall control. 


 






 












  





                                (d)           The
Deferred Stock Units under this Agreement are deferred compensation subject to
Section 409A of the Code.  This Agreement is intended to satisfy the
requirements of Section 409A of the Code and shall be interpreted in a manner
consistent with such requirements. To the extent that changes are necessary to
ensure that the Deferred Stock Units comply with any additional requirements
imposed by future IRS guidance on the application of Section 409A of the
Code, the Director and the Corporation agree to cooperate and work together in
good faith to timely amend this Agreement to comply with 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.


 


                                (f)            Notwithstanding
anything herein to the contrary, payments and the issuance of shares of Common
Stock hereunder will be delayed to the extent required to comply with Section
409A(a)(2)(B) of the Code.



 





 












  





 


                IN WITNESS WHEREOF, the parties have executed this Deferred
Stock Unit Grant Agreement on the date and year first above written.


 


 


                                                                                                                WELLTOWER
INC.


 


 


                                                                                                                By:                                                                          


Name:


Title:


 


                                                                                                                DIRECTOR:


 


 


                                                                                                                ______________________________                                                                                                                            Name: