exv10w5






EXHIBIT 10.5




DEFERRED STOCK UNIT

GRANT AGREEMENT

FOR NON-EMPLOYEE DIRECTOR




     THIS DEFERRED STOCK UNIT GRANT AGREEMENT (the “Agreement”), made this                      day of                     ,
20___(the “Grant Date”), between Health Care REIT, 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 Amended and Restated Health Care REIT, Inc. 2005
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 in
three annual installments, on the first three anniversaries of the Grant Date, subject to the
Director’s continued service as a member of the Board of Directors through such dates, or at such
earlier time as the Deferred Stock Units may vest pursuant to Sections 7 or 8 of this Agreement.
In the absence of any accelerated vesting under Sections 7 or 8, the Deferred Stock Units granted
under this Agreement shall vest with respect to the following numbers of shares on the following
vesting dates:




	 	 	 
	VESTING	 	NUMBER OF DSUs
	DATES	 	THAT BECOME VESTED
	 
	                    , 20                    

	 	                     shares






 









 






	 	 	 
	VESTING	 	NUMBER OF DSUs
	DATES	 	THAT BECOME VESTED
	 
	                    , 20                    

	 	                     shares
	 
	 	 
	                    , 20                    

	 	                     shares





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 any or all of 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 newly vested 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
any unvested 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 newly vested 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 any unvested 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 newly vested 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, any previously unvested Deferred Stock Units shall vest immediately, and the
Director shall become entitled to immediately receive a number of shares of Common Stock equal to
the number of previously unvested 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 any 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.



	 	 	 	 	 	 	 	 	 

	ATTEST:	 	 	 	HEALTH CARE REIT, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 


	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	DIRECTOR: