THIS CONSULTING AGREEMENT (the “ Agreement
”), dated February 1, 2009, is entered into by and
between HEALTH CARE REIT, INC., a Delaware corporation (the
“ Corporation ”), and RAYMOND W. BRAUN
(the “ Consultant ”).
1.
EXPIRATION OF EMPLOYMENT AGREEMENT; OTHER AGREEMENTS
.
(a)
Employment Agreement . The term of the Employment Agreement
between the Corporation and the Consultant, as amended from time to
time (the “ Employment Agreement ”), expired on
January 31, 2009. The parties agree that certain provisions of
the Employment Agreement survive the expiration, including the
confidentiality, non-solicitation and injunctive relief provisions
in Sections 9, 10 and 11 of the Employment Agreement,
respectively.
(b)
Indemnification Agreement . The Indemnification Agreement
dated February 14, 2005 between the Corporation and the
Consultant remains in effect (the “Indemnification
Agreement”).
(c)
Vesting of Stock Options and Restricted Stock . In
connection with the expiration of the Employment Agreement, all
stock options and restricted stock granted to the Consultant under
the Corporation’s long-term incentive plans became fully
vested and, in the case of stock options, exercisable in full on
January 31, 2009. All such stock options may be exercised by
the Consultant at any time until December 31, 2009.
(d)
Annual Cash Bonus and Long-Term Incentives . The annual cash
bonus for the Consultant’s performance as an employee of the
Corporation in 2008 will be paid consistent with past practice. The
long-term incentive compensation award for the Consultant’s
performance in 2008 will be paid in cash.
During
the Term (defined below), the Consultant will provide the following
consulting services to the Corporation (“Consulting
Services”) as needed: (a) assist in the transition of
responsibilities to other employees of the Corporation,
(b) train employees of the Corporation, (c) transition
existing clients to originators, (d) assist clients of the
Corporation in identifying takeout financing lenders,
(e) assist the Corporation in workouts, (f) assist
originators in establishing new relationships, (g) consult on
acquisition and development transactions and (h) provide advice and
assistance on such other matters as the Corporation may reasonably
request from time to time.
During
the first 90 days of the Term, the Consultant will attend any
previously scheduled ASHA or NIC conferences or committee events as
the Corporation’s representative and at the
Corporation’s expense. Thereafter, the Consultant and the
Corporation will agree upon the conferences, events and meetings
the Consultant will attend on behalf of the Corporation and the
general scope of services the Consultant will provide at those
conferences, meetings and events.
During
the first 90 days of the Term, the Consultant’s time
commitment will be not less than 75% of the Consultant’s
professional time. Thereafter, the Consultant’s time
commitment will be as reasonably necessary to adequately perform
the Consulting Services, but in any event not less than 25% of the
Consultant’s professional time.
3.
TERM OF AGREEMENT; EARLY TERMINATION .
The
term of this Agreement (“ Term ”) will begin on
February 1, 2009 and end on December 31, 2009; provided,
however, this Agreement will terminate prior to the end of the Term
if (i) the Consultant commences employment with another
entity, or (ii) the Consultant provides 30 days’
advance written notice of termination to the Corporation, which
termination may be effective at any time after the first
90 days of the Term (“ Early Termination Events
”). If an Early Termination Event occurs, then (i) the
Corporation will have no obligation to pay any remaining portion of
the Base Compensation to the Consultant from and after the
commencement of employment with another entity or the date of
termination, as applicable, and (ii) the Consultant will have
no obligation to render any Consulting Services; provided, however,
the Consultant will be obligated to comply with all other terms of
this Agreement.
4.
COMPENSATION; BUSINESS EXPENSES; BENEFITS .
(a)
Base Compensation . In consideration for the Consulting
Services and the non-competition, non-disparagement and
confidentiality covenants set forth in Section 6 of this
Agreement, the Consultant will receive $800,000 (“ Base
Compensation ”), payable in 22 equal semi-monthly
installments in arrears, with the first installment to be paid on
February 15, 2009.
(b)
Bonus Potential . If the Consultant renders extraordinary
service during the Term (in each case as agreed upon by the Chief
Executive Officer of the Corporation and the Consultant before the
rendition of the services), then the Consultant will be eligible to
receive a discretionary bonus (“ Bonus ”) of
between 75% and 125% of the Base Compensation.
(c)
Business Expenses . The Corporation will reimburse
Consultant for all reasonable expenses he incurs in connection with
the Consulting Services, including expenses for travel and similar
items, within 30 days after the Corporation’s receipt of
proper documentation of such expenses from Consultant; provided,
however, all reimbursement requests hereunder will be submitted and
paid not later than the end of the calendar year following the year
in which the expense is incurred.
(d)
Benefits . Consultant will be entitled to standard COBRA and
other benefits afforded to departing employees of the Corporation
at Consultant’s expense.
(e)
Death and Disability . In the event of Consultant’s
death or total disability prior to the expiration of the Term, the
Corporation shall be obligated to pay all amounts due under this
Section 4 to Consultant’s heirs or to Consultant, as the
case may be, in the same manner as provided herein.
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