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Exhibit 10.7 AMENDMENT TO STOCK OPTION AGREEMENTS
This
AMENDMENT TO STOCK OPTION AGREEMENTS, dated this ___ day of
December, 2008 (the "Amendment"), is entered into by and between
HEALTH CARE REIT, INC., a Delaware corporation (the "Corporation"),
and
(the "Participant").
Whereas , the Corporation and the Participant entered into
the Stock Option Agreements (with Dividend Equivalent Rights)
listed on Schedule A attached hereto (each an "Agreement" and
collectively, the "Agreements"); and
Whereas , the Corporation and the Participant now desire to
amend the Agreements as stated herein and effective as of
January 1, 2009 in order to ensure compliance with
Section 409A of the Internal Revenue Code, as amended (the
"Code"), and the rules and regulations promulgated thereunder.
Now
Therefore, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties,
intending to be legally bound, hereby agree as follows:
1. Amendment of
Section 8 .
Section 8
of each Agreement is hereby deleted in its entirety and replaced
with the following:
"8.
Dividend Equivalent Rights .
The
Participant is hereby granted rights to receive deferred payments
equivalent in value to the dividends payable on the shares of
Common Stock ("Dividend Equivalent Rights") issuable under the
Options if such shares were outstanding on the dividend record
dates between the date the Options were granted to the Participant
and the termination date specified on Schedule A, or if
earlier, the date of a Change in Corporate Control, the termination
of the Participant’s employment with the Corporation, or the
Participant’s death, Disability (as defined in the Plan) or
retirement after age 65 (collectively, the "Triggering Events" and
each, a "Triggering Event"). An unfunded bookkeeping account shall
be created for the Participant and the Participant’s rights
to the balances credited to such account shall be no greater than
those of an unsecured creditor of the Corporation.
On each
dividend record date occurring after the date of grant of the
Options and before the date the Options become exercisable, the
Participant’s account shall be credited with a dollar amount
equal to the dividends payable with respect to the shares of Common
Stock issuable under the Options if such shares were outstanding on
the dividend record date: (a) In the
case of a cash dividend declared on the Common Stock, the amount
credited to the Participant’s account with respect thereto
shall be equal to the dividend declared per share of Common Stock
multiplied by the number of shares of Common Stock subject to the
Options as of the dividend record date; and
(b) In the case of a stock
dividend declared on the Common Stock, the amount credited to the
Participant’s account with respect thereto shall be equal to
the dividend declared per share of Common Stock multiplied by
(i) the number of shares of Common Stock subject to the
Options and (ii) the current fair market value of a share of
Common Stock on the dividend payment date.
When
the Options with respect to which the Participant has been granted
Dividend Equivalent Rights first become exercisable pursuant to
Section 2, 9, 10 or 11, the Participant shall be entitled to
receive from the Corporation a distribution equal to (i) the
dollar amount then accumulated in his or her account, as described
above, and not previously distributed as provided in this section,
multiplied by (ii) a fraction the numerator of which shall be
the number of shares subject to the Options that first become
exercisable on such date and the denominator of which shall be the
sum of such number and the total number of shares subject to
Options that have not yet become exercisable. The
Participant’s account shall be debited by a dollar amount
equal to the distribution. If the Options with respect to which the
Participant has been granted Dividend Equivalent Rights first
become exercisable pursuant to Section 2, 10 or 11, the
distribution shall be delivered to the Participant in the form of a
cash payment within 60
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