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."
"HEALTH CARE REIT INDEX" MEANS THE NAREIT HEALTH CARE REIT INDEX COMPRISING OF
VENTAS, INC, HCP, INC., OMEGA HEALTHCARE INVESTORS, SENIOR HOUSING PROPERTIES
TRUST, HEALTHCARE TRUST OF AMERICA, INC., HEALTHCARE REALTY TRUST, NATIONAL
HEALTH INVESTORS, MEDICAL PROPERTIES TRUST, AMERICA REALTY CAPITAL HEALTHCARE
TRUST, SABRA HEALTH CARE REIT, LTC PROPERTIES, NEW SENIOR INVESTMENT GROUP,
PHYSICIANS REALTY TRUST, UNIVERSAL HEALTH REALTY INCOME AND CARE TRUST REIT, BUT
SPECIFICALLY EXCLUDING THE COMPANY.
ANY HEALTH CARE REIT ORGANIZATION THAT IS
NOT IN EXISTENCE FOR THE ENTIRE PERFORMANCE PERIOD SHALL BE OMITTED FROM THIS
INDEX.
"INDEX RETURN" MEANS, WITH RESPECT TO THE PERFORMANCE PERIOD, THE COMPOUNDED
ANNUALIZED RETURN OF THE EITHER THE HEALTH CARE REIT INDEX, OR THE ALL REIT
INDEX, AS APPLICABLE, OVER THE PERFORMANCE PERIOD EXPRESSED AS A PERCENTAGE.
FOR THE AVOIDANCE OF DOUBT, THE INTENT OF THE COMMITTEE IS THAT INDEX RETURN
OVER THE PERFORMANCE PERIOD BE CALCULATED IN A MANNER DESIGNED TO PRODUCE A FAIR
COMPARISON BETWEEN THE COMPANY'S ANNUALIZED TSR PERCENTAGE AND THE INDEX RETURN
FOR THE PURPOSE OF DETERMINING RELATIVE PERFORMANCE.
IN THE CASE OF THE HEALTH
CARE REIT INDEX, THE INDEX RETURN SHALL BE
CALCULATED BY A NON-WEIGHTED COMPARISON OF ALL THE COMPANIES THAT COMPRISE THE
HEALTH CARE REIT INDEX AS OF PROGRAM COMMENCEMENT.
"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., VENTAS, INC., HEALTHCARE TRUST OF AMERICA,
INC., HEALTHCARE REALTY TRUST INCORPORATED AND SABRA HEALTH CARE REIT, INC.
"PERFORMANCE PERIOD" MEANS THE PERIOD COMMENCING ON JANUARY 1, 2015 AND
CONCLUDING ON THE EARLIER OF (I) DECEMBER 31, 2017, OR (II) A CHANGE IN
CORPORATE CONTROL.
"PROGRAM" MEANS THIS HEALTH CARE REIT, INC. 2015-2017 LONG-TERM INCENTIVE
PROGRAM, AS AMENDED FROM TIME TO TIME.
"QUALIFIED TERMINATION"