SUCH EXEMPTION.
TO THE EXTENT THAT
CHANGES ARE NECESSARY TO ENSURE THAT THE TARGET AWARD AND THE RELATED DIVIDEND
EQUIVALENT RIGHTS COMPLY WITH ANY ADDITIONAL REQUIREMENTS FOR SUCH EXEMPTION
IMPOSED BY FUTURE IRS GUIDANCE ON THE APPLICATION OF SECTION 409A OF THE CODE,
THE PARTICIPANT AND THE CORPORATION AGREE TO COOPERATE AND WORK TOGETHER IN GOOD
FAITH TO TIMELY AMEND THIS AGREEMENT SO THAT THE TARGET AWARD AND DIVIDEND
EQUIVALENT RIGHTS WILL NOT BE TREATED AS DEFERRED COMPENSATION SUBJECT TO THE
REQUIREMENTS OF SECTION 409A OF THE CODE.
(E)
THE VALIDITY, PERFORMANCE, CONSTRUCTION AND EFFECT OF THIS
AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF OHIO, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICTS OF LAW; PROVIDED, HOWEVER, THAT MATTERS OF
CORPORATE LAW, INCLUDING THE ISSUANCE OF SHARES OF COMMON STOCK, SHALL BE
GOVERNED BY THE DELAWARE GENERAL CORPORATION LAW.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATE AND
YEAR FIRST ABOVE WRITTEN.
ATTEST:
HEALTH CARE REIT, INC.
BY:
EXECUTIVE VICE PRESIDENT, HEAD OF
TITLE
HUMAN CAPITAL AND CORPORATE SECRETARY