Agreement sets forth the entire
agreement between the Parties hereto, and fully supersedes any prior agreements
or understandings between the Parties. Employee acknowledges that Employee has
not relied on any representations, promises, or agreements of any kind made to
Employee in connection with Employee's
decision to accept this Separation Agreement, except for those set forth in this
Separation Agreement.
20.
Joint Participation and Negotiation of Agreement.
Each party has had
the opportunity to obtain the advice of legal counsel and to review, comment
upon, and negotiate this Separation
Agreement.
Accordingly, it is agreed that
no rule of construction shall apply against any Party or in favor of any Party.
This Separation
Agreement shall be construed in light of the fact that the
Parties jointly prepared this Separation
Agreement, and any uncertainty or
ambiguity shall not be interpreted against any one Party and in favor of the
other.
21.
EMPLOYEE IS ADVISED THAT HE HAS UP TO TWENTY-ONE (21) CALENDAR DAYS TO
REVIEW AND CONSIDER THIS SEPARATION AGREEMENT.
EMPLOYEE ALSO IS ADVISED TO
CONSULT, AND AFFIRMS THAT HE HAS CONSULTED, WITH HIS ATTORNEY PRIOR TO SIGNING
THIS SEPARATION AGREEMENT.
EMPLOYEE MAY REVOKE THIS SEPARATION AGREEMENT FOR A PERIOD OF SEVEN (7) CALENDAR
DAYS FOLLOWING THE DAY HE SIGNS THIS SEPARATION AGREEMENT.
ANY REVOCATION
WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO ERIN IBELE, SVP,
ADMINISTRATION AND CORPORATE SECRETARY, HEALTH CARE REIT, INC. AND STATE, "I,
JOHN THOMAS, HEREBY REVOKE MY ACCEPTANCE OF THE SEPARATION AGREEMENT AND GENERAL
RELEASE." THE REVOCATION MUST BE SENT BY CERTIFIED U.S. MAIL TO ERIN IBELE, SVP,
ADMINISTRATION AND CORPORATE SECRETARY, HEALTH CARE REIT, INC., 4500 DORR
STREET, TOLEDO, OHIO 43615-4040, AND POSTMARKED WITHIN SEVEN (7) CALENDAR DAYS
AFTER EMPLOYEE SIGNS THIS SEPARATION AGREEMENT.
EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS
SEPARATION AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL UP TO
TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.
EMPLOYEE, FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS
SEPARATION AGREEMENT INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS EMPLOYEE
HAS OR MIGHT HAVE AGAINST RELEASEES AS OF THE DATE OF EXECUTION OF THIS
SEPARATION AGREEMENT.
The Parties knowingly and voluntarily sign this Confidential Separation
Agreement and General Release as of the date(s) set forth below:
Health Care REIT, Inc.
By: /s/ John Thomas
By: /s/
Erin Ibele
John Thomas
Erin
Ibele
SVP, Administration and Corporate Secretary
Date: July 25, 2012
Date:
July 25, 2012