EXHIBIT 10.3


WELLTOWER
INC.


2016-2018 LONG-TERM INCENTIVE PROGRAM


1.                  
Purpose.  This 2016-2018 Long-Term Incentive Program (the “Program”)
is adopted pursuant to the Amended and Restated Welltower Inc. 2005 Long-Term
Incentive Plan (the “Equity Plan”) and any successor equity plan and is
intended to provide an incentive for superior work and to motivate executives
and employees of Welltower Inc. (the “Company”) toward even higher
achievement and business results, to tie their goals and interests to those of
the Company and its stockholders and to enable the Company to attract and
retain highly qualified executives and employees.  The Program is for the
benefit of Participants (as defined below).  


2.                  
Definitions.  Capitalized terms used herein without definitions
shall have the meanings given to those terms in the Equity Plan.  In addition,
as used herein:


“All
REIT Index” means the MSCI US REIT Index


“Annualized
TSR Percentage” means (1*(1 + Cumulative TSR))^(1/3) - 1.


“Average
Same-Store Cash NOI Growth” means the average same-store cash net operating
income growth for the period January 1, 2016 through September 30, 2018, as
calculated in accordance with generally acceptable accounting standards.


“Award”
means a grant to a Participant hereunder.


“Award Notice”
means the restricted stock unit award agreement with a Participant that sets
forth the terms, conditions and limitations of the Participant’s participation
in this Program, including, without limitation, the Participant’s Target Award.


“Cause” for
termination of the Participant’s employment for purposes of Section 6 means (a)
if the Participant is a party to an employment agreement with the Company
immediately prior to such termination, and “Cause” is defined therein, then
“Cause” shall have the meaning set forth in such employment agreement, or (b)
if the Participant is not party to an employment agreement with the Company
immediately prior to such termination or the Participant’s employment agreement
does not define “Cause,” then “Cause” shall mean: (i) gross negligence or
willful misconduct by the Participant in connection with the performance of his
or her material duties as an employee of the Company or any Subsidiary; (ii) a
breach by the Participant of any of his or her material duties as an employee
of the Company or any Subsidiary and the failure of the Participant to cure
such breach within 30 days after written notice thereof by the Company or any
Subsidiary; (iii) conduct by the Participant against the material best
interests of the Company or any Subsidiary or a material act of statutory or
common law fraud against the Company, any Subsidiary or the employees of either
the Company or any Subsidiary; or (iv) indictment of the Participant of a
felony or a misdemeanor involving moral turpitude and such indictment has a
material adverse effect on the interests or reputation of the Company or any
Subsidiary.


“Change in
Corporate Control” shall have the same meaning as set forth in Section
10.1(a) (but substituting “fifty percent (50%)” for “twenty percent (20%)”) and
Section 10.1(c) of the Equity Plan.


“Code”
means the Internal Revenue Code of 1986, as amended.


“Common Stock”
means the Company’s common stock, par value $1.00 per share, either currently
existing or authorized hereafter.


“Common Stock
Price” means, as of a particular date, the average of the Fair Market Value
of one share of Common Stock over the 20 consecutive trading days ending on,
and including such date (or if such date is not a trading day, the most recent
trading day immediately preceding such date); provided that, if such date is
the date upon which a Transactional Change of Control occurs, the Common Stock
Price as of such date shall be equal to the fair value, as determined by the
Committee, of the total consideration paid or payable in the transaction
resulting in the Transactional Change of Control for one share of Common Stock.


“Cumulative TSR”
means ((1*(1 + TSR Year 1)*(1 + TSR Year 2)*(1 + TSR Year 3)) ‐ 1.






 








“Disability”
for termination of the Participant’s employment for purposes of Section 6 means
(a) if the Participant is a party to an employment agreement with the Company
immediately prior to such termination, and “Disability” is defined therein,
then “Disability” shall have the meaning set forth in such employment agreement,
or (b) if the Participant is not party to an employment agreement with the
Company that defines “Disability,” then “Disability” shall have the same
meaning as defined in the Equity Plan.


“Dividend Value”
means the aggregate amount of dividends and other distributions paid on one
Share for which the record date occurred on or after the first day of the
Performance Period and prior to the Issuance Date for the Performance Period
(excluding dividends and distributions paid in the form of additional Shares).


“Earned
Award” means, with respect to a Participant, the actual number of shares of
Restricted Stock that were earned by such Participant pursuant to this Program
at the end of the Performance Period.


“Equity Plan” means the Amended and
Restated Welltower Inc. 2005 Long-Term Incentive Plan, as amended from time to
time.


“Fair Market
Value” means, as of any given date, the fair market value of a security
which shall be the closing sale price reported for such security on the
principal stock exchange or, if applicable, any other national exchange on
which the security is traded or admitted to trading on such date on which a
sale was reported.  If there are no market quotations for such date, the
determination shall be made by reference to the last date preceding such date
for which  there are market quotations.


“Fixed Charge
Coverage” means the Company’s fixed charge coverage, as calculated in
accordance with generally acceptable accounting standards and measured as of
the last quarter of the Performance Period annualized.


“Good Reason”
for termination of the Participant’s employment for purposes of Section 6
means (a) if the Participant is a party to an employment agreement with the
Company immediately prior to such termination, and “good reason” is defined
therein, then “Good Reason” shall have the meaning set forth in such employment
agreement, or (b) if the Participant is not party to an employment agreement
with the Company immediately prior to such termination and/or the Participant’s
employment agreement does not define “Good Reason”:  (i) a substantial adverse
change, not consented to by the Participant, in the nature or scope of the
Participant’s responsibilities, authorities, powers, functions, or duties; (ii)
a breach by the Company of any of its material obligations hereunder; or (iii)
a material change in the geographic location at which the Participant must
perform his or her services.  Unless otherwise provided in an employment
agreement to which the Participant is a party immediately prior to such
termination, to constitute “good reason termination,” the Participant must: 
(1) provide written notice to the Company within 90 days of the initial
existence of the event constituting “Good Reason;” (2) may not terminate his or
her employment unless the Company fails to remedy the event constituting “Good
Reason” within 30 days after such notice has been given; and (3) the
Participant must terminate employment with the Company no later than 30 days
after the end of the 30-day period in which the Company fails to remedy the
event constituting “Good Reason.”


“Health Care
REIT Index” means the NAREIT Health Care REIT Index comprising of Ventas,
Inc, HCP, Inc., Omega Healthcare Investors, Senior Housing Properties Trust,
Healthcare Trust of America, Inc., Healthcare Realty Trust, National Health
Investors, Medical Properties Trust, Community Healthcare Trust, Inc., Care
Capital Properties, Sabra Health Care REIT, LTC Properties, New Senior
Investment Group, Physicians Realty Trust, Universal Health Realty Income and
Care Trust REIT, but specifically excluding the Company.  Any health care REIT
organization that is not in existence for the entire Performance Period shall
be omitted from this index.


“Index Return”
means, with respect to the Performance Period, the compounded annualized return
of the either the Health Care REIT Index, or the All REIT Index, as applicable,
over the Performance Period expressed as a percentage.  For the avoidance of
doubt, the intent of the Committee is that Index Return over the Performance
Period be calculated in a manner designed to produce a fair comparison between
the Company’s Annualized TSR Percentage and the Index Return for the purpose of
determining Relative Performance.  In the case of the Health Care REIT Index, the
Index Return shall be calculated by a non-weighted comparison of all the
companies that comprise the Health Care REIT Index as of program commencement.


“Participant”
means an executive or employee of the Company or any Subsidiary selected by the
Compensation Committee to participate in the Program.


“Performance
Peers” means HCP, Inc., Ventas, Inc., Healthcare Trust of America, Inc.,
Healthcare Realty Trust Incorporated and Sabra Health Care REIT, Inc.






“Performance Period” means the
period commencing on January 1, 2016 and concluding on the earlier of (i)
December 31, 2018, or (ii) a Change in Corporate Control.


“Program”
means this Welltower Inc. 2016-2018 Long-Term Incentive Program, as amended
from time to time.


“Qualified
Termination” means termination of a Participant’s employment for Good
Reason, by reason of the Participant’s death, Disability, by the Company
without Cause, Retirement and in the case of a Participant who is party to an
employment agreement with the Company, a non‐renewal by the Company of
the term of such agreement.


“Relative
Performance” means the Annualized TSR Percentage relative to the applicable
Index Return.


“Relative
Same-Store Cash NOI Growth” means the differential between the Company’s
Average Same-Store Cash NOI Growth and the Performance Peer Group’s Average
Same-Store Cash NOI Growth for the same period.


“Retirement”
means the voluntary termination of employment by a Participant after attaining
age 55, completing ten consecutive years of service and if the sum of the Participant’s
age and years of service to the Company is equal to 70 or more; provided that
the Participant (a) delivers to the Company, at least six months prior to the
date of his or her retirement, written notice specifying such retirement date
and the Participant remains in the continuous service of the Company from the
date the notice is provided until his or her retirement date, and (b) enters
into a retirement agreement with the Company that includes (i) a customary
release of claims against the Company and its affiliates and (ii)
non-competition, non-solicitation, non-disparagement and non-disclosure
covenants in favor of the Company.


“Target Award”
means a Participant’s target award, expressed in numbers of Restricted Stock
Units, for the Performance Period, as set forth in the Participant’s Award
Notice.


“Total
Shareholder Return” or “TSR” means the compounded annual growth rate,
expressed as a percentage (rounded to the nearest tenth of a percent (0.1%)),
in the value per share of Common Stock during the Performance Period due to the
appreciation in the price per share of Common Stock and dividends paid during
the Performance Period, assuming dividends are reinvested.  Total Shareholder
Return or TSR for any 12-month period shall be calculated as follows:  (i) the
Common Stock Price at the end of the period plus dividends paid during the
12-month period divided by (ii) the Fair Market Value of the Common Stock at
the beginning of the period, minus (iii) 1.  As set forth in, and pursuant
to, Section 8 of this Agreement, appropriate adjustments to the Total
Shareholder Return shall be made to take into account all stock dividends,
stock splits, reverse stock splits and the other events set forth in Section 8
that occur during the Performance Period.


“Transactional Change of Control”
means a Change in Corporate Control resulting from any person or group making a
tender offer for Common Stock, a merger or consolidation where the Company is
not the acquirer or surviving entity or consisting of a sale, lease, exchange
or other transfer to an unrelated party of all or substantially all of the
assets of the Company.  


“Valuation Date”
means the earlier of (a) December 31, 2018, or (b) the date upon which a Change
of Control shall occur.


3.                  
Administration 


(a)                
The Program shall be administered
by the Compensation Committee in accordance with the Equity Plan.  The
Compensation Committee shall have the discretionary authority to make all
determinations (including, without limitation, the interpretation and
construction of the Program and the determination of relevant facts) regarding
the entitlement to any Award hereunder and the amount of any Award to be paid
under the Program (including the number of shares of Restricted Stock issuable
to any Participant), provided such determinations are made in good faith and
are consistent with the terms, purpose and intent of the Program.  In
particular, but without limitation and subject to the foregoing, the
Compensation Committee shall have the authority:


(i)                  
to select Participants under the
Program;


(ii)                
to determine the Target Award and
any formula or criteria for the determination of the Target Award for each
Participant and to determine the Earned Award;


(iii)               
to determine the terms and
conditions, consistent with the terms of this Program, which shall govern Award
Notices and all other written instruments evidencing an Award hereunder,
including the waiver or modification of any such conditions;


 



(iv)              
to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Program as it
shall from time to time deem advisable; and


(v)                
to interpret the terms and
provisions of the Program and any Award granted under the Program (and any
Award Notices or other agreements relating thereto) and to otherwise supervise
the administration of the Program.


(b)                
Subject to the terms hereof, all
decisions made by the Compensation Committee in good faith pursuant to the
Program shall be final, conclusive and binding on all persons, including the
Company and the Participants.  No member of the Compensation Committee, nor any
officer or employee of the Company acting on behalf of the Compensation
Committee, shall be personally liable for any action, determination, or
interpretation taken or made in good faith with respect to this Program, and
all members of the Compensation Committee and each and any officer or employee
of the Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such action,
determination or interpretation.


4.                  
Determination of Awards


(a)                
Each Participant’s Award Notice
shall specify such Participant’s Target Award.


(b)                
The percentage of a Participant’s
Target Award that may be earned for the Performance Period shall be determined
as follows:  35 percent of the Target Award shall be earned based on the
Company’s Relative Performance to the Health Care REIT Index; 15 percent of the
Target Award shall be earned based on the Company’s Relative Performance to the
All REIT Index; 15 percent of the Target Award shall be earned based on the
Company’s Annualized TSR Percentage; 20 percent of the Target Award shall be
earned based on the Company’s Fixed Charge Coverage; and 15 percent of the
Target Award shall be earned based on the Company’s New Strategic Initiatives;
and as further set forth on Exhibit A.


(c)                
Depending on the weighted average
score for the Company’s performance during the Performance Period as determined
pursuant to Exhibit A, the percentage of a Participant’s Target Award that may
be earned for the Performance Period shall be determined as follows:




	
  Threshold

  	
  Target

  	
  High

  	
  Extraordinary

  
	
  50%

  	
  100%

  	
  125%

  	
  150%

  








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


Except
as otherwise provided herein, the Earned Award shall be settled in shares of
Restricted Stock subject to additional vesting requirements as set forth in
Section 7. 


5.                  
Change in Corporate Control.  In the event that prior to the end of the Performance Period, a
Change in Corporate Control occurs, then each outstanding Award will be deemed
earned as of the date of such Change in Corporate Control in accordance with
the computation described in Section 4(b) as if the Performance Period ended on
the day prior to the consummation of the Change in Corporate Control except
that corporate metrics not tied to TSR shall be calculated based on the results
through the most recent quarter, but each Award shall further be multiplied by
a fraction, the numerator of which shall be the number of full and partial
months from the beginning of the Performance Period through the Change in
Corporate Control and the denominator of which shall be 36.  Any shares of
Common Stock issued to satisfy outstanding Earned Awards shall be fully vested
and nonforfeitable. 


6.                  
Termination of Participant’s
Employment. 


(a)                
If a Participant’s employment with
the Company terminates, the provision of this Section 6 shall govern the
treatment of the Participant’s Award exclusively, regardless of the provision
of any employment, change in control or other agreement or arrangement to which
the Participant is a party, or any termination or severance policies of the
Company then in effect, which shall be superseded by this Program.


(b)                
In the event of termination of a
Participant’s employment by reason of a Qualified Termination prior to the end
of the Performance Period, then the Compensation Committee shall determine the
Participant’s outstanding Award in accordance with the computation described in
Section 4(b) as if the Performance Period ended on the calendar quarter end
immediately preceding the date of the Participant’s Qualified Termination;
provided, however, that the Earned Award of such terminated Participant for the




Performance Period shall be multiplied by a fraction,
the numerator of which shall be the number of full and partial months in which
the Participant was employed by the Company in the Performance Period and the
denominator of which shall be 36.  The pro-rated Earned Award shall be paid out
in shares of Common Stock that are not subject to any risk of forfeiture.  Such
terminated Participant shall also receive a cash payment in an amount
determined pursuant to the provisions of Section 7(b) but taken into account
only dividends paid through the date of the Qualified Termination. 


(c)                
In the event of termination of a
Participant’s employment by reason of a Qualified Termination after the end of
the Performance Period, any Restricted Stock granted to the Participant under
this Program shall become fully vested and nonforfeitable.


(d)                
In the event of a termination of a
Participant’s employment for any reason other than a Qualified Termination
prior to the end of the Performance Period, except as otherwise set forth in
the Participant’s Award Notice, the Award held by the Participant for the
Performance Period shall, without payment of any consideration by the Company,
automatically and without notice terminate, be forfeited and be and become null
and void, and neither the Participant nor any of his or her successors, heirs,
assigns, or personal representatives will thereafter have any further rights or
interests in such Award.  In the event of a termination of a Participant’s
employment for any reason other than a Qualified Termination after the end of the
Performance Period, any shares of Restricted Stock granted under Section 7 that
remain subject to risk of forfeiture shall be forfeited.


7.                  
Payment of Awards. 


(a)                
As soon as practicable following
the end of the Performance Period, the Compensation Committee shall determine
the size of each Participant’s Earned Award, if any, with respect to the
Performance Period (with the date of such determination being referred to as
the “Issuance Date”).  In no event shall the Issuance Date with respect
to the Performance Period be later than 74 days after the end of the
Performance Period; provided that (i) in the case of the Performance Period
that ends upon a Change in Corporate Control, the Issuance Date shall be no
later than immediately prior to the consummation of the Change in Corporate
Control, and (ii) in the case of a determination required by Section 6(b), the
Issuance Date shall be no later than 74 days after the date of the
Participant’s Qualified Termination. 


(b)                
On the Issuance Date, the Company
shall issue to each Participant (or such Participant’s estate or beneficiary,
if applicable) a number of shares of Restricted Stock equal to the Earned
Award.  Except as otherwise provided in Sections 5 and 6, one-third of such
shares shall be immediately vested and nonforfeitable, one-third of such shares
shall become fully vested and nonforfeitable on December 31, 2019, and
one-third of such shares shall become fully vested and nonforfeitable on
December 31, 2020, subject to continued employment of the Participant through
each such date.  On the Issuance Date for the Performance Period, the Company
shall also pay in cash to each Participant (or such Participant’s estate or
beneficiary, if applicable) an amount equal to the Dividend Value for the
Performance Period multiplied by the number of shares issued pursuant to this
Section 7(b).


8.                  
Adjustments.  Without duplication with the provisions of Section
3 of the Equity Plan, if (i) the Company shall at any time be involved in a
merger, consolidation, dissolution, liquidation, reorganization, exchange of
Shares, sale of all or substantially all of the assets or Shares of the Company
or a transaction similar thereto, (ii) any stock dividend, stock split, reverse
stock split, stock combination, reclassification, recapitalization, or other
similar change in the capital structure of the Company, or any distribution to
holders of Shares other than ordinary cash dividends, shall occur or (iii) any
other event shall occur which in the judgment of the Compensation Committee
necessitates action by way of adjusting the terms of the Program, then and in
that event, the Compensation Committee shall take such action as shall be
necessary to maintain the Participants’ rights hereunder so that they are
substantially the same rights existing under this Program prior to such event.


9.                  
Restrictions and Conditions.  Subject to the provisions of the Equity Plan and
this Program, except as may otherwise be permitted by the Compensation
Committee, a Participant shall not be permitted voluntarily or involuntarily to
sell, assign, transfer, or otherwise encumber or dispose of the Restricted
Stock or an Award; provided that the foregoing restriction shall not apply to
Shares actually issued to a Participant pursuant to Section 7 above that are no
longer subject to a risk of forfeiture.


10.               
Withholding of Tax.  Each Participant shall, not later than the date as
of which vesting or payment in respect of an Award becomes a taxable event for
Federal income tax purposes, pay to the Company or make arrangements satisfactory
to the Company for payment of any Federal, state and local taxes required by
law to be withheld on account of such taxable event.  The Company shall have
the authority to cause the required minimum tax withholding obligation to be
satisfied by withholding a number of Shares to be issued to a Participant with
an aggregate Fair Market Value that would satisfy the withholding amount due. 
The Company’s obligation to deliver stock certificates (or evidence of book
entry) to any Participant is subject to and conditioned on tax withholding
obligations being satisfied by such Participant.


 



11.               
Miscellaneous. 


(a)                
Amendment and Termination.  The Company reserves the right to amend or
terminate the Program at any time in its discretion without the consent of any
Participant, but no such amendment shall adversely affect the rights of the
Participants with regard to outstanding Awards.


(b)                
No Contract for Continuing
Services.  This Program shall not be
construed as creating any contract for continued services between the Company
or any of its Subsidiaries and any Participant and nothing herein contained
shall give any Participant the right to be retained as an employee or
consultant of the Company or any of its Subsidiaries.


(c)                
Governing Law.  The Program and each Award Notice awarded under the
Program shall be construed in accordance with and governed the laws of the
State of Ohio, without regard to principles of conflict of laws of such state.


(d)                
Construction.  Wherever appropriate, the use of the masculine
gender shall be extended to include the feminine and/or neuter or vice versa;
and the singular form of words shall be extended to include the plural; and the
plural shall be restricted to mean the singular.


(e)                
Headings.  The Section headings and Section numbers are
included solely for ease of reference.  If there is any conflict between such
headings or numbers and the text of this Program, the text shall control.


(f)                 
Effect on Other Plans.  Nothing in this Program shall be construed to limit
the rights of Participants under the Company’s or its Subsidiaries’ benefit
plans, programs or policies.


(g)                
Clawback Policy.  All Awards granted under this Program 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).