EX-10.4






EXHIBIT
10.4




SECOND AMENDED AND RESTATED

EMPLOYMENT AGREEMENT




          THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated this 29th day of December, 2008
(the “Agreement”), is entered into by and between HEALTH CARE REIT, INC., a Delaware corporation,
(the “Corporation”), and SCOTT A. ESTES (the “Executive”).




          WHEREAS, the Corporation and the Executive entered into an Employment Agreement, effective as
of April 28, 2003;




          WHEREAS, the Corporation and the Executive entered into an Amended and Restated Employment
Agreement, effective as of March 1, 2006;




          WHEREAS, the Compensation Committee of the Corporation’s Board of Directors has approved
certain modifications to the terms of such Amended and Restated Employment Agreement solely for
purposes of compliance with the requirements of Section 409A of the Internal Revenue Code, as
amended (the “Code”), and the rules and regulations promulgated thereunder; and




          WHEREAS, the Corporation wishes to assure itself of the services of the Executive for the
period provided in this Agreement and the Executive is willing to serve in the employ of the
Corporation for such period upon the terms and conditions set forth in this Agreement, which is
effective as of January 1, 2009.




          NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties,
intending to be legally bound, hereby agree as follows:




     1. EMPLOYMENT



          The Corporation hereby agrees to employ the Executive as the Corporation’s Senior Vice
President and Chief Financial Officer, upon the terms and conditions herein contained, and the
Executive hereby agrees to accept such employment and to serve in such positions, and to perform
the duties and functions customarily performed by the Senior Vice President and Chief Financial
Officer of a publicly traded corporation during the term of this Agreement. In such capacity, the
Executive shall report only to the Corporation’s Chief Executive Officer (“CEO”) and President
(“President”), and shall have the powers and responsibilities set forth in Article IV of the
Corporation’s By-Laws as well as such additional powers and responsibilities consistent with his
position as the CEO and President may assign to him.




          Throughout the term of this Agreement, the Executive shall devote his best efforts and all of
his business time and services to the business and affairs of the Corporation.




 









 








     2. TERM OF AGREEMENT



          The current term of employment under this Agreement shall expire on January 31, 2009. Upon
the expiration of such term, the term of employment hereunder shall automatically be extended
without further action by the parties for successive two (2) year renewal terms, unless either
party shall give at least six (6) months advance written notice to the other of his or its
intention that this Agreement shall terminate upon the expiration of the current term or the then
current renewal term, as the case may be.




          Notwithstanding the foregoing, the Corporation shall be entitled to terminate this Agreement
immediately, subject to a continuing obligation to make any payments required under Section 5
below, if the Executive (i) becomes disabled as described in Section 5(b), (ii) is terminated for
Cause, as defined in Section 5(c), or (iii) voluntarily terminates his employment before the
current term of this Agreement expires, as described in Section 5(d).




     3. SALARY AND BONUS



          The Executive shall receive a base salary during the term of this Agreement at a rate of not
less than $225,000 per annum for 2006, and at a rate of not less than $225,000 per annum for
subsequent years, payable in substantially equal semi-monthly installments. The Compensation
Committee of the Board shall consult with the CEO and review the Executive’s base salary at annual
intervals, and may adjust the Executive’s annual base salary from time to time as the Committee
deems to be appropriate.




          The Executive shall also be eligible to receive an annual bonus from the Corporation each year
during the term of this Agreement, with the actual amount of such bonus to be determined by the
Compensation Committee of the Corporation’s Board, using such performance measures as the Committee
deems to be appropriate. Such bonus, if any, shall be paid to the Executive no later than sixty
(60) days after the end of the year to which the bonus relates.




     4. ADDITIONAL COMPENSATION AND BENEFITS



          The Executive shall receive the following additional compensation and welfare and fringe
benefits during the term of the Agreement:





     (a) Stock Options and Other Long-Term Incentives. The Executive has been
granted incentive stock options, nonstatutory stock options and shares of restricted stock
pursuant to the terms of the Corporation’s 1995 Stock Incentive Plan and 2005 Long-Term
Incentive Plan. During the remaining term of the Agreement, any additional stock options,
restricted stock or other awards granted under the 2005 Long-Term Incentive Plan shall be at
the discretion of the Compensation Committee of the Corporation’s Board.




     (b) Health Insurance. The Corporation shall provide the Executive and his
dependents with health insurance, life insurance and disability coverage on terms no less
favorable than that from time to time made available to other key employees.



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     (c) Vacation. The Executive shall be entitled to up to three (3) weeks of
vacation during each year during the term of this Agreement and any extensions thereof,
prorated for partial years.




     (d) Business Expenses. The Corporation shall reimburse the Executive for all
reasonable expenses he incurs in promoting the Corporation’s business, including expenses
for travel and similar items, upon presentation by the Executive from time to time of an
itemized account of such expenditures.



          In addition to the benefits provided pursuant to the preceding paragraphs of this Section 4,
the Executive shall be eligible to participate in such other executive compensation and retirement
plans of the Corporation as are applicable generally to other officers, and in such welfare benefit
plans, programs, practices and policies of the Corporation as are generally applicable to other key
employees, unless such participation would duplicate, directly or indirectly, benefits already
accorded to the Executive.




     5. PAYMENTS UPON TERMINATION



          (a) Involuntary Termination. If the Executive’s employment is involuntarily
terminated by the Corporation during the term of this Agreement, the Executive shall be entitled to
receive his base salary accrued through the date of termination, any accrued but unpaid vacation
pay, plus any bonuses earned but unpaid with respect to fiscal years or other periods preceding the
termination date. Such payments shall be made to the Executive within sixty (60) days following
the date of involuntary termination. The Executive shall also receive any nonforfeitable benefits
payable to him under the terms of any deferred compensation, incentive or other benefit plans
maintained by the Corporation, payable in accordance with the terms of the applicable plan.




          If the termination is not a termination for Cause, as described in paragraph (c), a voluntary
termination by the Executive as described in paragraph (d), or a result of the Executive’s death or
disability, then the Corporation shall also be obligated to make a lump sum severance payment to
the Executive equal to the present value of a series of monthly severance payments for each month
during the remaining term of this Agreement, but not less than twelve (12) months (the “Severance
Period”), each in an amount equal to one-twelfth (1/12th) of the sum of (i) the Executive’s annual
base salary, as in effect on the date of termination, and (ii) the greater of (A) the annual bonus
paid to the Executive for the last fiscal year preceding the termination date or (B) a minimum
bonus equal to thirty-five percent (35%) of his annual base salary. Such present value shall be
calculated using a discount rate equal to the interest rate on 90-day Treasury bills, as reported
in the Wall Street Journal (or similar publication) on the date of involuntary termination.
Such lump sum payment shall be made to the Executive within sixty (60) days following the date of
such involuntary termination and shall be in the form of a bank cashier’s check. If the Executive
obtains a replacement position with any new employer (including a position as an officer, employee,
consultant, or agent, or self-employment as a partner or sole proprietor), the Executive shall be
obligated to repay to the Corporation an amount equal to all amounts the Executive receives as
compensation for services performed during the Severance Period; provided however, that the
aggregate repayment obligation shall not exceed the amount of the lump sum payment
under this



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paragraph (a). The Executive shall be under no duty to mitigate the amounts owed to him
under this paragraph (a) by seeking such a replacement position.




          In addition, if the termination is not a termination for Cause as described in paragraph (c),
a voluntary termination by the Executive as described in paragraph (d), or a result of the
Executive’s death or disability, then:





     (i) Any stock options, restricted stock or other awards granted to the Executive under
the Corporation’s 1995 Stock Incentive Plan or 2005 Long-Term Incentive Plan shall become
fully vested and, in the case of stock options, exercisable in full; and




     (ii) The Executive shall be provided continued coverage at the Corporation’s expense
under any life, health and disability insurance programs maintained by the Corporation in
which the Executive participated at the time of his termination for the remaining term of
the Agreement (but not less than six (6) months and not more than the period during which
the Executive would be entitled to continuation coverage under Section 4980B of the Code, if
the Executive elected such coverage and paid the applicable premiums), or until, if earlier,
the date the Executive obtains comparable coverage under benefit plans maintained by a new
employer.



          (b) Disability. The Corporation shall be entitled to terminate the Executive’s
employment if the Board determines that the Executive has been unable to attend to his duties for
at least ninety (90) days because of a medically diagnosable physical or mental condition, and has
received a written opinion from a physician acceptable to the Board that such condition prevents
the Executive from resuming full performance of his duties and is likely to continue for an
indefinite period. Upon such involuntary termination, the Executive shall be entitled to receive
his base salary accrued through the date of termination, any accrued but unpaid vacation pay, plus
any bonuses earned but unpaid with respect to fiscal years or other periods preceding the
termination date. Such payments shall be made to the Executive within sixty (60) days following
the date of involuntary termination. In addition, the Corporation shall make a series of monthly
disability payments to Executive, each equal to one-twelfth (1/12th) of the sum of
(i) his annual base salary, as in effect at the time Executive became permanently disabled, and
(ii) the greater of (A) the annual bonus paid to the Executive for the last fiscal year preceding
the date of disability or (B) a minimum bonus equal to thirty-five percent (35%) of the Executive’s
annual base salary. Payment of such disability benefit shall be paid in accordance with the
Corporation’s normal payroll practices, shall commence with the month following the month in which
the involuntary termination occurs and continue each month for the remaining current term of this
Agreement (but not less than twelve (12) months), but shall terminate at an earlier date if the
Executive returns to active employment, either with the Corporation or otherwise. Any amounts
payable under this Section 5(b) shall be reduced by any amounts paid to the Executive under any
long-term disability plan or other disability program or insurance policies maintained or provided
by the Corporation.




          (c) Termination for Cause. If the Executive’s employment is terminated by the
Corporation for Cause, the amount the Executive shall be entitled to receive from the Corporation
shall be limited to his base salary accrued through the date of termination, any accrued but unpaid
vacation pay, plus any bonuses earned but unpaid with respect to the fiscal year of the Corporation




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most recently ended, and any nonforfeitable benefits payable to the Executive under the terms of
any deferred compensation, incentive or other benefit plans maintained by the Corporation. Such
payments shall be made to the Executive within sixty (60) days following the date of termination.




          For purposes of this Agreement, the term “Cause” shall be limited to (i) action by the
Executive involving willful disloyalty to the Corporation, such as embezzlement, fraud,
misappropriation of corporate assets or a breach of the covenants set forth in Sections 9 and 10
below; or (ii) the Executive being convicted of a felony; or (iii) the Executive being convicted of
any lesser crime or offense committed in connection with the performance of his duties hereunder or
involving moral turpitude; or (iv) the intentional and willful failure by the Executive to
substantially perform his duties hereunder as directed by the Corporation’s CEO or President (other
than any such failure resulting from the Executive’s incapacity due to physical or mental
disability) after a demand for substantial performance is made on the Executive by the Board of
Directors.




          (d) Voluntary Termination by the Executive. If the Executive resigns or otherwise
voluntarily terminates his employment before the end of the current term of this Agreement (other
than in connection with a Change in Corporate Control, as described in Section 6), the amount the
Executive shall be entitled to receive from the Corporation shall be limited to his base salary
accrued through the date of termination, any accrued but unpaid vacation pay, plus any bonuses
earned but unpaid with respect to any fiscal years or other periods preceding the termination date,
and any nonforfeitable benefits payable to the Executive under the terms of any deferred
compensation, incentive or other benefit plans of the Corporation. Such payment shall be made to
the Executive within sixty (60) days following the date of resignation or voluntary termination.




          For purposes of this paragraph, a resignation by the Executive shall not be deemed to be
voluntary if the Executive is (1) assigned to a position other than the Senior Vice President and
Chief Financial Officer of the Corporation (other than for Cause or by reason of permanent
disability) or assigned duties materially inconsistent with such position if either such change in
assignment constitutes a material diminution in the Executive’s authority, duties or
responsibilities, or (2) directed to report to anyone other than the Corporation’s CEO or President
if such change in reporting duties constitutes a material diminution in the authority, duties or
responsibilities of the supervisor to whom the Executive is required to report; provided that the
Executive has notified the Corporation within the first ninety (90) days following the initial date
of such change in assignment or reporting duties that the Executive regards such change in
assignment or reporting duties as grounds justifying resignation under this paragraph and the
Corporation has failed to cure such change in assignment or reporting duties within ninety (90)
days following its receipt of such notice from the Executive; and provided further that the
Executive resigns under this paragraph within one (1) year following the initial existence of a
change in assignment or reporting duties described herein.




     6. EFFECT OF CHANGE IN CORPORATE CONTROL



          (a) In the event of a Change in Corporate Control, the vesting of any stock options,
restricted stock or other awards granted to the Executive under the terms of the Corporation’s 1995
Stock Incentive Plan or 2005 Long-Term Incentive Plan shall be accelerated (to



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the extent permitted by the terms of such plans) and such awards shall become immediately vested in
full and, in the case of stock options, exercisable in full.




          (b) If, at any time during the period of twelve (12) consecutive months following the
occurrence of a Change in Corporate Control, and during the term of this Agreement, the Executive
is involuntarily terminated (other than for Cause) or elects to voluntarily resign his employment,
the Executive shall be entitled to receive a lump sum severance payment equal to the present value
of a series of monthly severance payments for twenty-four (24) months, each in an amount equal to
one-twelfth (1/12th) of the sum of (i) the Executive’s annual base salary, as in effect at the time
of the Change in Corporate Control, and (ii) the greater of (A) the annual bonus paid to the
Executive for the last fiscal year of the Corporation ending prior to the Change in Corporate
Control or (B) a minimum bonus equal to thirty-five percent (35%) of his annual base salary. Such
present value shall be calculated using a discount rate equal to the interest rate on 90-day
Treasury bills, as reported in the Wall Street Journal (or similar publication) on the date
of the Change in Corporate Control. Such lump sum payment shall be made to the Executive within
sixty (60) days following the date of such involuntary termination or voluntary resignation and
shall be in the form of a bank cashier’s check.




          In addition, if the Executive is involuntarily terminated (other than for Cause) or elects to
voluntarily resign his employment within twelve (12) months after a Change in Corporate Control, he
shall be entitled to continued coverage at the Corporation’s expense under any life, health and
disability insurance programs maintained by the Corporation in which the Executive participated at
the time of his termination, which coverage shall be continued until the expiration of the current
term of the Agreement (but not less than six (6) months and not more than the period during which
the Executive would be entitled to continuation coverage under Section 4980B of the Code if the
Executive elected such coverage and paid the applicable premiums) or until, if earlier, the date
the Executive obtains comparable coverage under benefit plans maintained by a new employer.




          (c) For purposes of this Agreement, a “Change in Corporate Control” shall include any of the
following events:





(1) The acquisition in one or more transactions of more than twenty percent (20%) of the
Corporation’s outstanding Common Stock (or the equivalent in voting power of any class or
classes of securities of the Corporation entitled to vote in elections of directors) by any
corporation, or other person or group (within the meaning of Section 14(d)(3) of the
Securities Exchange Act of 1934, as amended);




(2) Any transfer or sale of substantially all of the assets of the Corporation, or any
merger or consolidation of the Corporation into or with another corporation in which the
Corporation is not the surviving entity;




(3) Any election of persons to the Board of Directors which causes a majority of the Board
of Directors to consist of persons other than “Continuing Directors”. For this purpose,
those persons who were members of the Board of Directors on May 5, 2005, shall be
“Continuing Directors”. Any person who is nominated for election as a member of the



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Board after May 5, 2005, shall also be considered a “Continuing Director” for this purpose
if, and only if, his or her nomination for election to the Board of Directors is approved or
recommended by a majority of the members of the Board (or of the relevant Nominating
Committee) and at least five (5) members of the Board are themselves Continuing Directors at
the time of such nomination; or




(4) Any person, or group of persons, announces a tender offer for at least twenty percent
(20%) of the Corporation’s Common Stock, and the Board of Directors appoints a special
committee of the Board to consider the Corporation’s response to such tender offer.



          (d) Notwithstanding anything else in this Agreement, if any payment, accelerated vesting or
other benefit provided by the Corporation to the Executive in connection with a Change in Corporate
Control, whether paid or payable pursuant to the terms of this Agreement or otherwise (a “Parachute
Payment”) is determined to be a parachute payment subject to the excise tax imposed by Section 4999
of the Code (such excise tax, together with any interest and penalties incurred by the Executive
with respect to such excise tax, are referred to as the “Excise Tax”), the Corporation shall make
an additional payment (the “Gross-Up Payment”) to the Executive in an amount such that the net
amount of the Gross-Up Payment the Executive retains, after payment by the Executive of all taxes
imposed upon the Gross-Up Payment, including, without limitation, the Excise Tax and any federal,
state or local income taxes (and any interest and penalties imposed with respect thereto) on the
Gross-Up Payment, will be equal to the Excise Tax liability imposed upon the Executive with respect
to all Parachute Payments (other than the Gross-Up Payment). The Gross-Up Payment shall be paid to
the Executive no later than the date the Executive is required to pay the Excise Tax.




     7. DEATH



          If the Executive dies during the term of this Agreement, the Corporation shall pay to the
Executive’s estate a lump sum payment equal to the sum of the Executive’s base salary accrued
through the date of death, any accrued but unpaid vacation pay, plus any bonuses earned but unpaid
with respect to fiscal years or other periods preceding the date of death. In addition, the
Corporation shall pay to the Executive’s surviving spouse (or such other beneficiary as the
Executive may designate in writing) a lump sum payment equal to the present value of a series of
monthly payments for each month during the remaining term of the Agreement (but not less than
twelve (12) months), each in an amount equal to one-twelfth (1/12th) of the sum of
(i) the Executive’s annual base salary, as in effect on the date of death, and (ii) the greater of
(A) the annual bonus paid to the Executive for the last fiscal year preceding the date of death or
(B) a minimum bonus equal to thirty-five percent (35%) of the Executive’s annual base salary. Such
present value shall be calculated using a discount rate equal to the interest rate on 90-day
Treasury bills, as reported in the Wall Street Journal (or similar publication) for the
date of death. Both the lump sum payment to the Executive’s estate and the lump sum payment to the
Executive’s surviving spouse (or other designated beneficiary) shall be paid within sixty (60) days
following the date of the Executive’s death. In addition, the death benefits payable by reason of
the Executive’s death under any retirement, deferred compensation, life insurance or other employee
benefit plan maintained by the Corporation shall be paid to the beneficiary designated by the
Executive, and the stock options, restricted stock or other awards held by the Executive under the
Corporation’s stock plans shall become fully vested, and, in



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the case of stock options, exercisable
in full, in accordance with the terms of the applicable plan or plans.




     8. WITHHOLDING



          The Corporation shall, to the extent permitted by law, have the right to withhold and deduct
from any payment hereunder any federal, state or local taxes of any kind required by law to be
withheld with respect to any such payment.




     9. PROTECTION OF CONFIDENTIAL INFORMATION



          The Executive agrees that he will keep all confidential and proprietary information of the
Corporation or relating to its business confidential, and that he will not (except with the
Corporation’s prior written consent), while in the employ of the Corporation or thereafter,
disclose any such confidential information to any person, firm, corporation, association or other
entity, other than in furtherance of his duties hereunder, and then only to those with a “need to
know.” The Executive shall not make use of any such confidential information for his own purposes
or for the benefit of any person, firm, corporation, association or other entity (except the
Corporation) under any circumstances during or after the term of his employment. The foregoing
shall not apply to any information which is already in the public domain, or is generally disclosed
by the Corporation or is otherwise in the public domain at the time of disclosure.




          The Executive recognizes that because his work for the Corporation may bring him into contact
with confidential and proprietary information of the Corporation, the restrictions of this Section
9 are required for the reasonable protection of the Corporation and its investments and for the
Corporation’s reliance on and confidence in the Executive.




     10. COVENANT NOT TO COMPETE



          The Executive hereby agrees that he will not, either during the employment term or during the
period of one (1) year from the time the Executive’s employment under this Agreement is terminated
by him voluntarily, by the Corporation for Cause, or because the Executive chooses not to extend
the term of this Agreement, engage in any business activities on behalf of any enterprise which
competes with the Corporation in the business of the passive ownership of health care facilities,
or passive investing in or lending to health care-related enterprises. The Executive will be
deemed to be engaged in such competitive business activities if he participates in such a business
enterprise as an employee, officer, director, consultant, agent, partner, proprietor, or other
participant; provided that the ownership of no more than two percent (2%) of the stock of a
publicly traded corporation engaged in a competitive business shall not be deemed to be engaging in
competitive business activities.




          The Executive agrees that he shall not, for a period of one year from the time his employment
under this Agreement ceases (for whatever reason), or, if later, during the Severance Period (in
the event of an involuntary termination under Section 5(a) or 5(b) of this Agreement) or for a
period of twenty-four (24) months after an involuntary termination or voluntary resignation
following a Change in Corporate Control under Section 6 of this Agreement, solicit any employee or



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full-time consultant of the Corporation for the purposes of hiring or retaining such employee or
consultant.




     11. INJUNCTIVE RELIEF



          The Executive acknowledges and agrees that it would be difficult to fully compensate the
Corporation for damages resulting from the breach or threatened breach of the covenants set forth
in Sections 9 and 10 of this Agreement and accordingly agrees that the Corporation shall be
entitled to temporary and injunctive relief, including temporary restraining orders, preliminary
injunctions and permanent injunctions, to enforce such provisions in any action or proceeding
instituted in the United States District Court for the Northern District of Ohio or in any court in
the State of Ohio having subject matter jurisdiction. This provision with respect to injunctive
relief shall not, however, diminish the Corporation’s right to claim and recover damages.




          It is expressly understood and agreed that although the parties consider the restrictions
contained in this Agreement to be reasonable, if a court determines that the time or territory or
any other restriction contained in this Agreement is an unenforceable restriction on the activities
of the Executive, no such provision of this Agreement shall be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such extent as such court may
judicially determine or indicate to be reasonable.




     12. NOTICES



          All notices or communications hereunder shall be in writing and sent certified or registered
mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as
such party may designate in writing from time to time):



If to the Corporation:



Health Care REIT, Inc.

One SeaGate, Suite 1500

Toledo, OH 43604

Attention: Senior Vice President-Administration and Corporate Secretary



If to the Executive:



Scott A. Estes

5026 W. Dauber Dr.

Toledo, OH 43615



The actual date of receipt, as shown by the receipt therefor, shall determine the time at which
notice was given.




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     13. SEPARABILITY



          If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole
or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof
which shall remain in full force and effect.




     14. ASSIGNMENT



          This Agreement shall be binding upon and inure to the benefit of the heirs and representatives
of the Executive and the assigns and successors of the Corporation, but neither this Agreement nor
any rights hereunder shall be assignable or otherwise subject to hypothecation by the Executive.




     15. ENTIRE AGREEMENT



          This Agreement represents the entire agreement of the parties and shall supersede any and all
previous contracts, arrangements or understandings between the Corporation and the Executive. The
Agreement may be amended at any time by mutual written agreement of the parties hereto.




     16. SECTION 409A COMPLIANCE



          This Agreement is intended to comply with the requirements of Section 409A of the Code, and
shall be interpreted and construed consistently with such intent. The payments to the Executive
pursuant to this Agreement are also intended to be exempt from Section 409A of the Code to the
maximum extent possible, under either the separation pay exemption pursuant to Treasury Regulation
Section 1.409A-1(b)(9)(iii) or as short-term deferrals pursuant to Treasury Regulation Section
1.409A-1(b)(4). In the event the terms of this Agreement would subject the Executive to taxes or
penalties under Section 409A of the Code (“409A Penalties”), the Corporation and the Executive
shall cooperate diligently to amend the terms of the Agreement to avoid such 409A Penalties, to the
extent possible. To the extent any amounts under this Agreement are payable by reference to
Executive’s “termination,” “termination of employment,” or similar phrases, such term shall be
deemed to refer to the Executive’s “separation from service” (as defined in Treasury Regulation
Section 1.409A-1(h) (without regard to any permissible alternative definition thereunder) with the
Corporation and all entities treated as a single employer with the Corporation under Sections
414(b) and (c) of the Code but substituting a 50% ownership level for the 80% ownership level set
forth therein). Notwithstanding any other provision in this Agreement, if the Executive is a
“Specified Employee” (as defined Treasury Regulation Section 1.409A-1(i) on December
31st of the prior calendar year), as of the date of the Executive’s separation from
service, then to the extent any amount payable under this Agreement (i) constitutes the payment of
nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable
upon the Executive’s separation from service and (iii) under the terms of this Agreement would be
payable prior to the six-month anniversary of the Executive’s separation from service, such payment
shall be delayed and paid to the Executive, together with interest at an annual rate equal to the
interest rate specified by KeyBank for a six-month certificate of deposit, on the first day of the
first calendar month



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beginning at least six months
following the date of termination, or, if earlier, within ninety (90) days following the
Executive’s death to the Executive’s surviving spouse (or such other beneficiary as the Executive
may designate in writing). Any reimbursement or advancement payable to the Executive pursuant to
this Agreement shall be conditioned on the submission by the Executive of all expense reports
reasonably required by the Corporation under any applicable expense reimbursement policy, and shall
be paid to the Executive within thirty (30) days following receipt of such expense reports, but in
no event later than the last day of the calendar year following the calendar year in which the
Executive incurred the reimbursable expense. Any amount of expenses eligible for reimbursement, or
in-kind benefit provided, during a calendar year shall not affect the amount of expenses eligible
for reimbursement, or in-kind benefit to be provided, during any other calendar year. The right to
any reimbursement or in-kind benefit pursuant to this Agreement shall not be subject to liquidation
or exchange for any other benefit.




     17. GOVERNING LAW



          This Agreement shall be construed, interpreted, and governed in accordance with the laws of
the State of Ohio, other than the conflict of laws provisions of such laws.




          IN WITNESS WHEREOF, the Corporation has caused this Agreement to be duly executed, and the
Executive has hereunto set his hand, as of the day and year first above written.




	 	 	 	 	 	 	 
	Attest:	 	HEALTH CARE REIT, INC.	 	 
	 
	 	 	 	 	 	 
	/s/ Erin C. Ibele

	 	By:
	 	/s/ Jeffrey H. Miller
	 	 
	 

	 	 	 	 	 	 
	Erin C. Ibele, Senior Vice President-

	 	 	 	Jeffrey H. Miller, Executive Vice	 	 
	Administration and Corporate Secretary

	 	 	 	President and General Counsel	 	 
	 
	 	 	 	 	 	 
	Witness:	 	EXECUTIVE:	 	 
	 
	 	 	 	 	 	 
	/s/ Rita Rogge	 	/s/ Scott A. Estes	 	 
	 	 	 	 	 
	 	 	          Scott A. Estes	 	 







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