EXHIBIT 10.4
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT
THIS PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENT (THE "AGREEMENT"), MADE
THIS ______ DAY OF _____________, 2015, 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") AND THE 2015-2017 LONG-TERM INCENTIVE
PLAN (THE "LTIP") IN ORDER TO PROVIDE 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
DETERMINED THAT THE PARTICIPANT SHOULD BE GRANTED A PERFORMANCE RESTRICTED STOCK
UNIT AWARD PAYABLE IN SHARES OF THE CORPORATION'S COMMON STOCK, $1.00 PAR VALUE
PER SHARE ("COMMON STOCK"), ON THE TERMS AND CONDITIONS SET FORTH BELOW AND IN
ACCORDANCE WITH THE TERMS OF THE LTIP.
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 TARGET AWARD.
THE CORPORATION HEREBY GRANTS TO THE PARTICIPANT ________ PERFORMANCE RESTRICTED
STOCK UNITS (THE "TARGET AWARD") ON ______________, 2015, PAYABLE IN SHARES OF
RESTRICTED STOCK, SUBJECT TO SATISFACTION OF THE RESTRICTIONS, VESTING
CONDITIONS AND OTHER TERMS 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 THE TARGET
AWARD OR IN EXCHANGE FOR THE ISSUANCE OF SHARES OF RESTRICTED STOCK UPON THE
DETERMINATION OF THE EARNED AWARD.
2.
DEFERRED DELIVERY OF SHARES.
THE PARTICIPANT SHALL NOT BE ENTITLED TO THE ISSUANCE OF SHARES OF RESTRICTED
STOCK OR TO RECEIVE ANY DISTRIBUTIONS WITH RESPECT TO THE TARGET AWARD UNTIL THE
DETERMINATION OF THE EARNED AWARD AS PROVIDED IN THE LTIP AND IN SECTION 3 OR 6
BELOW.
FURTHER, THE PARTICIPANT SHALL NOT HAVE ANY OF THE RIGHTS AND PRIVILEGES
OF A STOCKHOLDER OF THE CORPORATION (INCLUDING VOTING RIGHTS AND THE RIGHT TO
RECEIVE DIVIDENDS) UNTIL THE SHARES OF RESTRICTED STOCK ARE ISSUED TO THE
PARTICIPANT.
3.
EARNED AWARD AND VESTING.
AT THE END OF THE PERFORMANCE PERIOD, THE COMPENSATION COMMITTEE SHALL DETERMINE
THE PERCENTAGE OF THE PARTICIPANT'S TARGET AWARD EARNED PURSUANT TO THE
PROVISIONS OF SECTION 4 OF THE LTIP (THE "EARNED AWARD").
THE PARTICIPANT'S TARGET AWARD MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED
OR OTHERWISE ENCUMBERED OR DISPOSED OF BY THE PARTICIPANT, AND THE UNDERLYING
SHARES OF COMMON STOCK POTENTIALLY ISSUABLE TO THE PARTICIPANT UNDER THIS
AGREEMENT MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE
ENCUMBERED BY THE PARTICIPANT UNTIL SUCH SHARES ARE SO ISSUED AND CEASE TO BE
SUBJECT TO A RISK OF FORFEITURE.
ANY ATTEMPT TO DISPOSE OF THE PARTICIPANT'S
TARGET AWARD OR SHARES ISSUED THEREUNDER IN A MANNER CONTRARY TO THE
RESTRICTIONS SET FORTH IN THIS AGREEMENT SHALL BE INEFFECTIVE.