EXHIBIT 10.3
HEALTH CARE REIT, INC.
2015-2017 LONG-TERM INCENTIVE PROGRAM
1.
PURPOSE.
THIS 2015-2017 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).
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:
"ALL REIT INDEX" MEANS THE MSCI US REIT INDEX
"ANNUALIZED TSR PERCENTAGE" MEANS (1*(1 + CUMULATIVE TSR))^(1/3) - 1.
"AVERAGE SAME-STORE CASH NOI GROWTH" MEANS THE AVERAGE SAME-STORE CASH NET
OPERATING INCOME GROWTH FOR THE PERIOD JANUARY 1, 2015 THROUGH SEPTEMBER 30,
2018, AS CALCULATED IN ACCORDANCE WITH GENERALLY ACCEPTABLE ACCOUNTING
STANDARDS.
"AWARD" MEANS A GRANT TO A PARTICIPANT HEREUNDER.
"AWARD NOTICE" MEANS THE RESTRICTED STOCK UNIT AWARD AGREEMENT WITH 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.
"CODE" MEANS THE INTERNAL REVENUE CODE