exv10w4






EXHIBIT 10.4




RESTRICTED STOCK AGREEMENT




     THIS RESTRICTED STOCK AGREEMENT 
(the “Agreement”), made this               
       day of             
        , 20           
         ,
between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and      
                (the “Participant”).



WITNESSETH:




     WHEREAS, the Participant is an employee and executive officer of the Corporation; and



     WHEREAS, the Corporation adopted the Amended and Restated Health Care REIT, Inc. 2005
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; and



     WHEREAS, the Compensation Committee of the Corporation’s Board of Directors has decided that
the Participant should be granted restricted shares of the Corporation’s common stock, $1.00 par
value per share (“Common Stock”), on the terms and conditions set forth below in accordance with
the terms of the Plan.



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



     1. Grant of Restricted Stock.



          The Corporation hereby grants to the Participant a total of                      shares of the Common Stock
of the Corporation (the “Restricted Shares”), subject to the transfer restrictions, vesting
schedule and other conditions set forth in this Agreement. 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, the Corporation shall cause the Restricted Shares to be issued in
book entry form and registered in the name of the Participant promptly upon execution of this
Agreement. On or before the date of execution of this Agreement (if required by the Corporation),
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 Section 3 or any other provision of this
Agreement:





     (i) the Participant shall not be entitled to delivery of any certificates for any of the
Restricted Shares until the restrictions imposed by this Agreement 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; and




     (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.


If any portion of the Restricted Shares become vested under Section 3 below (or Sections 6, 7 or
8), 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 this Agreement shall be ineffective.




     3. Vesting; When Restrictions Lapse.



     The Restricted Shares shall vest in five annual installments, on                     , 20                     and the next
four anniversaries of such date, or at such earlier time as the restrictions may lapse pursuant to
Sections 6, 7 or 8 of this Agreement. In the absence of any



 









 




accelerated vesting and lapse of the restrictions under Sections 6, 7 or 8, the restrictions set
forth in this Agreement shall lapse with respect to the following numbers of shares on the
following dates:




	 	 	 
	 	 	NUMBER OF SHARES
	DATE	 	THAT BECOME VESTED
	 
	                    , 20                    

	 	                     shares
	 
	 	 
	                    , 20                    

	 	                     shares
	 
	 	 
	                    , 20                    

	 	                     shares
	 
	 	 
	                    , 20                    

	 	                     shares
	 
	 	 
	                    , 20                    

	 	                     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 Restricted Stock Agreement entered
into between the registered owner and Health Care REIT, Inc. A copy of such Restricted
Stock Agreement is on file in the offices of the Corporate Secretary, Health Care
REIT, Inc., One SeaGate, Suite 1500, Toledo, Ohio 43604.”


Once the restrictions imposed by this Agreement 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), 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 this Agreement, 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.



          If the Participant’s employment with the Corporation is involuntarily terminated for “Cause”
(as defined in the Participant’s Employment Agreement) during the term of this Agreement, or if the
Participant voluntarily terminates his or her employment with the Corporation (other than after a
Change in Corporate Control (as described below) occurring after the date hereof or as provided in
Sections 7 or 8 below), including any termination after the term of the Participant’s Employment
Agreement expires by reason of the Participant’s election not to extend the term of the Employment
Agreement, any Restricted Shares that remain subject to the restrictions imposed by this Agreement
shall be forfeited.




          If the Participant’s employment is terminated involuntarily without Cause, including an
involuntary termination without Cause as a result of the Corporation’s election not to extend the
term of the Participant’s Employment Agreement, or in the event of a Change in Corporate Control,
vesting shall be accelerated, the restrictions imposed by this Agreement on the remaining
Restricted Shares shall lapse immediately, and no Restricted Shares shall be forfeited.




          For purposes of this Section 6, a “Change in Corporate Control” shall have the meaning set
forth in the Participant’s Employment Agreement. To the extent that there is a conflict between
the definition set forth in the Participant’s Employment Agreement and the definition set forth in
the Plan, the definition of “Change in Corporate Control” set forth in the Participant’s Employment
Agreement shall control.





 









 





     7. Effect of Death.



          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
this Agreement shall lapse immediately.




     8. Effect of Permanent and Total Disability or Retirement After Age 65.



          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 after age 65, vesting shall be
accelerated and all of the restrictions imposed on the Restricted Shares by this Agreement shall
lapse immediately.




     9. 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.




     10. Grant Not to Affect Employment.



          Neither this Agreement nor the Restricted Shares granted hereunder shall confer upon the
Participant any right to continued employment with the Corporation. This Agreement shall not in
any way modify or restrict any rights the Corporation may have to terminate such employment under
the terms of the Participant’s Employment Agreement with the Corporation.




     11. 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 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.




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



	 	 	 	 	 	 	 	 	 

	ATTEST:	 	 	 	HEALTH CARE REIT, INC.	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 


	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	WITNESS:	 	 	 	PARTICIPANT: