EXHIBIT 10.3


HEALTH
CARE REIT, INC.


2013-2015 LONG-TERM INCENTIVE PROGRAM


As
Amended and Restated


1.                  
Purpose.  This 2013-2015 Long-Term Incentive Program (the “Program”)
is adopted pursuant to the Amended and Restated Health Care REIT, 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 Health Care REIT, 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). 
The Program is hereby amended and restated in its entirety as of January 1,
2014 to remove the use of individual performance as a factor for determining
the amount of Earned Awards under the Plan.


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:


“Award”
means a grant to a Participant hereunder.


“Award
Notice” means a notice or agreement provided to 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.


“Class
A Participant” means the Chairman and Chief Executive Officer.


“Class
B Participant” means a Participant who is an Executive Vice President.


“Class
C Participant” means a Participant who is a Senior Vice President.


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


“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.


“EBITDA”
means earnings before interest, taxes, depreciation and amortization of the
Company, as adjusted and calculated in accordance with the Company’s accounting
principles.


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


“FAD”
means normalized funds available for distribution of the Company, as adjusted
and calculated in accordance with the Company’s accounting principles.


“FFO”
means normalized funds from operations, as adjusted and calculated in accordance
with the Company’s accounting principles.


“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.”


“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. and Ventas, Inc.


“Performance Period” means
the period commencing on January 1, 2013 and concluding on the earlier of
(i) December 31, 2015, or (ii) a Change in Corporate Control.


“Program” means this
Health Care REIT, Inc. 2013-2015 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.


“Retirement”
means the voluntary termination of employment by a Participant after attaining
age 55 and if the sum of the Participant’s age and years of service to the
Company is equal to 65 or more; provided that the Participant delivers to the
Company, at least six months (90 days in the case of the Class A
Participant) 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.


“Share Price”
means the average of the closing prices per Share for the last 20 trading days
for each calendar year in the Performance Period; provided that (i) if the
determination date is the date upon which a Change in Corporate Control occurs,
the average of the closing prices per Share for the last 20 trading days of
each completed calendar year in the Performance Period and the last 20 trading
days ending immediately prior to the date of the Change in Corporate Control,
and (ii) if the determination date is the date of a Participant’s Qualified
Termination, the average of the closing prices per Share for the last 20
trading days of each completed calendar year in the Performance Period and the
last 20 trading days ending immediately prior to the date of the Participant’s
Qualified Termination. 


“Shares” means shares of
common stock, par value $1.00 per share, of the Company.









 










 








  




 








“Target Award” means a
Participant’s target award, expressed in dollars, for the Performance Period,
as set forth in the Participant’s Award Notice.


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
based on the weighted average score of the Company for the Performance Period
with respect to the corporate metrics established by the Compensation
Committee.


(i)                
Depending on the weighted average
score for the corporate metrics, the percentage of a Class A Participant’s
Target Award that may be earned for the Performance Period shall be determined
as follows:




	
  Threshold

  	
  Target

  	
  High

  	
  Extraordinary

  
	
  28.3%

  	
  100%

  	
  205.66%

  	
  266%

  







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


(ii)              
Depending on the weighted average
score for the corporate metrics, the percentage of a Class B Participant’s
Target Award that may be earned for the Performance Period shall be determined
as follows:




 







 










 

	
  Threshold

  	
  Target

  	
  High

  	
  Extraordinary

  
	
  40%

  	
  100%

  	
  150%

  	
  200%

  







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


(iii)            
Depending on the weighted average
score for the corporate metrics, the percentage of a Class C Participant’s
Target Award that may be earned for the Performance Period shall be determined
as follows:




	
  Threshold

  	
  Target

  	
  High

  	
  Extraordinary

  
	
  33.34%

  	
  100%

  	
  166.67%

  	
  216.67%

  







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


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 (for those
corporate metrics calculated on an annual basis, the most recent quarter
annualized will be considered).  Any Shares issued to satisfy outstanding
Awards shall be fully vested and nonforfeitable.


6.                  
Termination of Participant’s
Employment. 


(a)                
Except as otherwise set forth in a
Participant’s Award Notice, 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 (for
those corporate metrics calculated on an annual basis, the most recent quarter
annualized will be considered); 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 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 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, except as otherwise set forth in the Participant’s
restricted stock award agreement, 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 dollar value
of the Earned Award divided by the Share Price.  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, 2016, and one-third of such shares shall become
fully vested and nonforfeitable on December 31, 2017, 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 the preceding sentence.


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).