formofrestrictedstockuni






Exhibit 10.3  THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made and entered into as of  ________________, between Healthcare Realty Trust Incorporated (the “Company”) and __________________  (“Officer”), under the terms of the Company’s Executive Incentive Program, adopted under the 2015 Stock  Incentive Plan (together, the “Plan”).   WHEREAS, Officer is a duly elected officer of the Company;   WHEREAS, the Compensation Committee of the Company’s Board of Directors (the “Compensation  Committee”) has decided that the Officer should be granted restricted stock units on the terms and conditions set  forth below; and  NOW, THEREFORE, in consideration of the foregoing premises, and other good and valuable  consideration, the receipt and sufficiency of which are hereby affirmed, the parties hereto agree to the following:  1. Grant of Restricted Stock Units. Subject to the terms of this Agreement, the Company hereby grants to  the Officer a target award (the “Award”) of _____ restricted stock units (the “RSUs”) with respect to the  performance period beginning on ______, 20__ and ending on ____, 20__ (the “Performance Period”). For  the purposes of this Agreement and the Plan, an RSU is a non-voting unit of measurement which is  deemed to be equivalent to one outstanding share of the Company’s common stock. RSUs shall be used  solely as a means to determine the payment, if any, to be paid to Officer if and when such RSUs vest  pursuant to Section 2 of this Agreement. RSUs shall not be treated as property or as a trust fund of any  kind. The Award is subject to all the terms and conditions set forth in this Agreement, the terms of any  employment agreement between the Company and Officer (the “Employment Agreement”), the Plan, as  amended and/or superseded, and any applicable rules and policies adopted by the Compensation  Committee (including, without limitation, any “clawback” rule or policy), and any provisions of applicable  law or regulation including any rules promulgated by the New York Stock Exchange. For the sake of  clarity, the Award shall deemed to be an “award under the Incentive Plans” and “equity compensation  under the Incentive Plans” as those phrases are used in the Employment Agreement.  2. Vesting. The number of RSUs ultimately earned and vested under the Award shall be determined in  accordance with Exhibit A hereto based on whether the Company has attained the pre-established goals  during the Performance Period. The determination as to whether and to what extent the Company has  attained the performance goals on Exhibit A shall be made by the Compensation Committee no later  than 60 days following the end of the Performance Period. Except with respect to Section 8 of this  Agreement, the RSUs shall not be deemed vested pursuant to any other provision of this Agreement  earlier than the date that the Compensation Committee makes such determination.   3. No Rights as a Shareholder. This Agreement shall confer no rights as a shareholder of the Company, no  dividend rights (except as provided in Section 4 of this Agreement), nor any voting rights with respect to  RSUs or any shares of common stock in the Company underlying or issuable in respect of such RSUs  until any such shares are actually issued and held of record by Officer.  4. Dividend Equivalent Rights. Subject to vesting as provided in this Agreement, the Officer shall have the  right to receive, with respect to each RSU, an amount equal to the amount of any dividend paid by the  Company on a share of the Company’s common stock as to which the related record date occurs on or  after the first day of the Performance Period and before the date on which the RSU is settled and common  shares or shares of restricted stock are issued pursuant to Section 7 of this Agreement (a “Dividend  Equivalent Right”). Any Dividend Equivalent Right credited with respect to an outstanding RSU that  does not vest pursuant to this Agreement shall immediately terminate upon the forfeiture of such RSU,  and the Officer shall not be entitled to any payment with respect thereto. In the case of Dividend  Equivalent Rights credited with respect to an outstanding RSU that vests, the Dividend Equivalent  Rights will be paid to the Officer in cash, without interest, as soon as practicable after the Compensation  





 






 2  Committee determines the vesting, but not later than 60 days following the end of the Performance  Period.   5. No Right to Continuation of Service. The granting of the Award hereunder shall not be construed as  granting to the Officer any right to continue as an officer or in any other relationship with the Company.  The right of the Company to terminate Officer’s service at any time, for any reason, with or without  cause, is specifically reserved.  6. Restrictions on Transfer. Neither the Award, nor any interest therein may be sold, assigned, transferred,  pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The  transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Company, or (b)  transfers by will or the laws of descent and distribution.  7. Timing and Manner of Payment. [Alternative provisions]:    For RSUs settled in shares of restricted stock before award vesting:  [As soon as administratively practical following the determination of actual performance by the  Compensation Committee (and in all events no later than 60 days after the end of the Performance  Period), the Company shall deliver to the Officer a number of shares of restricted stock to be issued in  book entry form and registered in the name of the Officer equal to the number of RSUs subject to the  Award that would vest in accordance with Section 2 (the “Restricted Shares”). The Restricted Shares will  remain subject to a substantial risk of forfeiture and will become fully vested following the completion of  a “Restricted Period” that commenced on ______, 20__ and ends on the earlier of:  (i) ________, 20__;  (ii) The Officer’s Termination Other Than For Cause or Constructive Termination (as such  terms are defined in the Employment Agreement);  (iii) The Officer’s Termination Upon a Change in Control (as defined in the Employment  Agreement); or  (iv) The Officer’s death or Termination by Reason of Disability (as defined in the  Employment Agreement).  In the event that Officer’s services to the Company terminate prior to the end of the Restricted Period,  the Officer shall immediately forfeit all rights in the Restricted Shares. Except as expressly provided  herein or in the Employment Agreement, the Restricted Shares shall be subject to the terms of the Plan.  In the event of an inconsistency between this Agreement, the Employment Agreement and the Plan, this  Agreement shall be controlling. Unless and until the Restricted Shares are forfeited, the Officer shall be  considered a shareholder of the Company with respect to all such Restricted Shares that have not been  forfeited and shall have rights appurtenant thereto, including the right to vote or consent to all matters  that may be presented to the shareholders of the Company and to receive all dividends and other  distributions paid on such Restricted Shares. If any dividends or distributions are paid in common stock,  such common stock shall be subject to the same restrictions as the Restricted Shares with respect to  which it was paid. The granting of the Restricted Shares hereunder shall not be construed as granting  to the Officer any right to continue as an officer or in any other relationship with the Company. The right  of the Company to terminate Officer’s service at any time, for any reason, with or without cause, is  specifically reserved.    For RSUs settled in shares of Common Stock:    [As soon as administratively practical following the determination of vesting by the Compensation  Committee (and in all events no later than 60 days after the end of the Performance Period), the Company  shall deliver to the Officer a number of shares of common stock (either by delivering one or more  certificates for such shares or by entering such shares in book entry form, as determined by the Company  in its discretion) equal to the number of RSUs subject to the Award that vest in accordance with Section  2; provided, however, that in the event that the vesting and payment of the RSUs is triggered by the  Officer’s “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)) and  the Officer is a “specified employee” (within the meaning of Treasury Regulation Section 1.409A-1(i)) on  





 






 3  the date of such separation from service, the Officer shall not be entitled to any payment of the RSUs  until the earlier of (a) the date which is six months after the Officer’s separation from service with the  Company for any reason other than death, or (b) the date of the Officer’s death, if and to the extent such  delay in payment is required to comply with Section 409A of the Code. The Company’s obligation to  deliver shares of common stock or otherwise make payment with respect to vested RSUs is subject to the  condition precedent that the Officer or other person entitled under the Plan to receive any shares with  respect to the vested RSUs deliver to the Company any representations or other documents or assurances  that the Company may deem necessary or desirable to assure compliance with all applicable legal and  accounting requirements. The Officer shall have no further rights with respect to any RSUs that are paid  or that terminate pursuant to this Agreement.]    For RSUs settled in shares of Common Stock subject to a post-vesting holding period:    [As to any shares of common stock acquired by Officer in payments of the RSUs that vest pursuant to  this Agreement, the Officer agrees that the Officer will not sell, pledge, assign, hypothecate, transfer or  otherwise dispose of such shares prior to the date that is one year after the last day of the Performance  Period. The restrictions set forth in this paragraph shall (i) not apply to any shares withheld by the  Company to satisfy tax withholding obligations contemplated by Section 10; (ii) not apply to any shares  sold by Officer to satisfy any tax liability arising from the vesting of the RSUs (to the extent that such  tax liability exceeds the withholding amounts applicable to such vesting); (iii) not apply to any transfer  of shares made without consideration (or for nominal consideration) to a “family member” (as such term  is defined in the SEC General Instructions to a Registration Statement on Form S-8) of the Officer solely  for purposes of estate or tax planning, and provided the transfer restrictions continue in effect after any  such transfer; (iv) lapse upon Officer’s death or disability; and (v) not apply to any vesting under Section  8.]    8. Termination of Employment. In the event of Officer’s termination of employment, vesting of RSUs shall  be governed by the Employment Agreement. If the event of termination results in a vesting of  outstanding equity awards under the Employment Agreement, the RSUs will immediately vest upon  termination and the Officer will be entitled to the number of shares of common stock that Officer would  have received had the RSUs vested at the “Target” level set forth on Exhibit A, along with any Dividend  Equivalent Rights accrued through the date of termination. If the event of termination would not result  in vesting of outstanding equity awards under the Employment Agreement, the RSUs shall be  automatically terminated and cancelled in full, effective as of the date of termination of employment and  this Agreement shall be null and void and of no further force and effect.     9. Tax Withholding. Upon vesting of (i) any RSUs or any distribution of shares of Common Stock in respect  of the RSUs, or (ii) Restricted Shares, the Company shall reduce the number of shares to be delivered by  (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value,  to satisfy any withholding obligations of the Company with respect to such distribution of shares;  provided, however, that in the event that the Company cannot legally satisfy such withholding  obligations by such reduction of shares, or in the event of a cash payment or any other withholding event  in respect of the RSUs, the Company shall be entitled to require a cash payment by or on behalf of the  Officer and/or to deduct from other compensation payable to the Officer any sums required by federal,  state or local tax law to be withheld with respect to such distribution or payment.  10. Miscellaneous.  (i) Incorporation of Plan. Except as specifically provided herein, this Agreement is and  shall be in all respects subject to the terms and conditions of the Plan, a copy of which  the Officer acknowledges receiving prior to the execution of this Agreement and the  terms of which are incorporated by reference.   (ii) Captions. The captions and section headings used herein are for convenience only, shall  not be deemed a part of this Agreement and shall not in any way restrict or modify the  context or substance of any section or paragraph of this Agreement.   (iii) Governing Law. This Agreement shall be governed by, and construed in accordance  with, the laws of the State of Maryland without regard to its conflicts of laws rules.  





 






 4  (iv) Defined terms. All capitalized terms not defined herein shall have the meanings set  forth in the Plan or the Employment Agreement, as applicable, unless a different  meaning is plainly required by the context.   (v) Amendments. The parties may only amend this Agreement by a written instrument  signed by both parties.         IN WITNESS WHEREOF, the undersigned officer of the Company and the Officer have executed this  instrument as of _______________.             By: ____________________________________       Name: _________________________________       Title: __________________________________        _______________________________________       [Officer]       





 






 5  EXHIBIT A    [Insert Schedule of Targets for Award]