THIS AGREEMENT,
dated December 20, 2006, between Health Care REIT, Inc.
, a Delaware corporation (the “ Company ”), and
Daniel R. Loftus (the “ Participant ”),
is made pursuant and subject to the provisions of the 2002 Stock
Incentive Plan (the “ Plan ”) of Windrose
Medical Properties Trust, a Maryland real estate investment trust
(the “ Trust ”), a copy of which has been made
available to the Participant. All capitalized terms used herein but
not otherwise defined herein shall have the meanings ascribed to
them in the Plan, except that references in the Plan to the
“Company” shall mean “Health Care REIT, Inc., a
Delaware corporation” and references to the “Common
Stock” shall mean “the common stock, $1.00 par value
per share, of Health Care REIT, Inc.”
WHEREAS ,
the Trust and Windrose Medical Properties, L.P., a Virginia limited
partnership (the “ Operating Partnership ”),
entered into an Agreement and Plan of Merger, dated
September 12, 2006, with the Company, Heat Merger Sub, LLC, a
Delaware limited liability company (“ Merger Sub
”), and Heat OP Merger Sub, L.P., a Virginia limited
partnership (“ OP Merger Sub ”), as amended by
Amendment No. 1 to Agreement and Plan of Merger, dated
October 12, 2006 (the “ Merger Agreement
”), which provides for: (a) the Trust to merge with and
into Merger Sub, with Merger Sub continuing as the surviving
entity, and (b) OP Merger Sub to merge with and into the
Operating Partnership, with the Operating Partnership continuing as
the surviving entity.
WHEREAS ,
pursuant to Section 6.2 of the Merger Agreement, each option
to acquire common shares of beneficial interest in the Trust, $0.01
par value per share, held by Participant prior to the Merger
Effective Time (as defined in the Merger Agreement), became fully
vested in accordance with the Plan and is identified on
Exhibit A (a “ Pre-Conversion Option
”).
WHEREAS ,
pursuant to Section 6.2 of the Merger Agreement, at the Merger
Effective Time, each Pre-Conversion Option was converted into an
option to acquire the number of shares of common stock, $1.00 par
value per share, of the Company, as reflected on
Exhibit A (“ Common Stock
”).
1. Converted
Options. Pursuant to the
Plan, the Trust granted to the Participant the Pre-Conversion
Options, subject to the terms and conditions of the Plan and the
applicable stock option agreement between the Trust and
Participant. At the Merger Effective Time, such Pre-Conversion
Options were fully vested and converted into an option to acquire
the number of shares of Common Stock identified on
Exhibit A (the “ Converted Options
”). Accordingly, effective as of the date hereof and subject
to the terms and conditions of the Plan and the terms and
conditions herein set forth, Participant shall have the right and
option to exercise such Converted Options and purchase from the
Company all or any part of the Common Stock at the option price set
forth on Exhibit A . The Converted Options are intended to
be “incentive stock options” under Section 422 of
the Code. Such Converted Options will be exercisable as hereinafter
provided.
2.
Expiration Date. The
Converted Options shall expire at 11:59 p.m. on the applicable
Expiration Date set forth on Exhibit A .
3.
Exercisability. The
Converted Options shall continue to be exercisable until the
earlier of the termination of the right to exercise the Converted
Options pursuant to paragraph 6, 7 or 8 or until the Expiration
Date. The Participant may exercise the Converted Options for all or
part of the number of shares of Common Stock. A partial exercise of
the Converted Options shall not affect the Participant’s
right to exercise the Converted Options with respect to the
remaining shares of Common Stock, subject to the conditions of the
Plan and this Agreement.
4. Method of
Exercise and Payment for Shares. The Converted Options shall be exercised by
written notice delivered to the attention of the Company’s
Secretary at the Company’s principal executive office. The
exercise date shall be (i) in the case of notice by mail, the
date of postmark or (ii) if delivered in person, the date of
delivery. Such notice shall be accompani
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