EXHIBIT 10.1


HEALTH CARE REIT, INC.


2013-2015 LONG-TERM INCENTIVE PROGRAM


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 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).


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 75 percent 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 set forth in Exhibit A
attached hereto.


(i)                
 Depending on the weighted average
score for the corporate metrics, the percentage of 75 percent 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 75 percent 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 75 percent 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.


(c)               
 (i)            The percentage of 25 percent of a Class A Participant’s
Target Award that may be earned for the Performance Period shall be determined
based on the Compensation Committee’s assessment of individual performance
against targets previously communicated to the Participant.  Based on such
assessment, the percentage of 25 percent of such 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%

  






(ii)              
 The percentage of 25 percent of a
Class B Participant’s Target Award that may be earned for the Performance
Period shall be determined based on the Compensation Committee’s assessment of
individual performance against targets previously communicated to the
Participant.  Based on such assessment, the percentage of 25 percent of such
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%

  






(iii)            
 The percentage of 25 percent of a
Class C Participant’s Target Award that may be earned for the Performance
Period shall be determined based on the Compensation Committee’s assessment of
individual performance against targets previously communicated to the
Participant.  Based on such assessment, the percentage of 25 percent of such
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%

  






5.                 
 Change in Corporate Control.  In the event that prior to the end of the Performance Period, a Change in Corporate Control occurs, then (i) the portion
of each outstanding Award which is based on the corporate metrics 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), and (ii) the portion of each
outstanding Award which is based on individual performance will be deemed
earned at target (or such higher level as determined by the Compensation
Committee) as of the date of such Change in Corporate Control.  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 (i) the Compensation Committee shall determine
the portion of the Participant’s outstanding Award which is based on the
corporate metrics 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), and (ii) the Compensation Committee shall
determine the portion of the Participant’s outstanding Award which is based on
individual performance as of 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 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.