THIS STOCK
OPTION AGREEMENT (the “Agreement”), made this ___
day of
, 20___ between Health Care REIT, Inc., a Delaware corporation (the
“Corporation”), and
(the “Participant”).
WHEREAS ,
the Participant is an employee and executive officer of the
Corporation; and
WHEREAS ,
the Corporation adopted the Health Care REIT, Inc. 2005 Long-Term
Incentive Plan (the “Plan”) in order to provide
non-employee directors and select officers and key employees with
incentives to achieve long-term corporate objectives;
and
WHEREAS ,
the Compensation Committee of the Corporation’s Board of
Directors decided that the Participant should be granted stock
options to purchase shares of the Corporation’s common stock,
$1.00 par value per share (“Common Stock”), on the
terms and conditions set forth below, and in accordance with the
terms of the Plan.
NOW,
THEREFORE , in consideration of the covenants and agreements
herein contained and intending to be legally bound hereby, the
parties hereto agree as follows:
Subject
to the terms and conditions of this Agreement, the Corporation
hereby grants to the Participant the right and option to purchase
up to a total of
shares of the Common Stock of the Corporation, at the option price
of $
per share (the “Options”).
The
Options shall consist of options to purchase
shares of Common Stock intended to qualify as incentive stock
options (“ISOs”) within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the
“Code”), and options to purchase
shares of Common Stock not intended to qualify as ISOs
(“Nonstatutory Options”).
The
Options shall become exercisable by the Participant in five
installments. Subject to the accelerated vesting provided for in
Sections 9, 10 and 11 below, at any time during the term of
the Options, the maximum number of shares of Common Stock the
Participant may purchase by exercising Nonstatutory Options, and
the maximum number which the Participant may purchase by exercising
ISOs, shall be limited as specified in the following
schedule:
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MAXIMUM NUMBER OF
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SHARES THAT MAY BE
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MAXIMUM NUMBER OF
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PURCHASED BY
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SHARES THAT MAY BE
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EXERCISING
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PURCHASED BY
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PERIOD
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NONSTATUTORY OPTIONS
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EXERCISING ISOs
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From
, 20___ to Jan.
, 20___
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Up to
shares
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Up to
shares
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From
, 20___ to Jan.
, 20___
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Up to
shares (less any shares previously purchased by exercising
Nonstatutory Options)
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Up to
shares (less any shares previously purchased by exercising
ISOs)
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From
, 20___ to Jan.
, 20___
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Up to
shares (less any shares previously purchased by exercising
Nonstatutory Options)
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Up to
shares (less any shares previously purchased by exercising
ISOs)
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From
, 20___ to Jan.
, 20___
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Up to
shares (less any shares previously purchased by exercising
Nonstatutory Options)
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Up to
shares (less any shares previously purchased by exercising
ISOs)
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From
, 20___ to Jan.
, 20___
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Up to
shares (less any shares previously purchased by exercising
Nonstatutory Options)
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Up to
shares (less any shares previously purchased by exercising
ISOs)
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If,
during any of these periods, the Participant fails to exercise the
Options with respect to all or any portion of the shares that may
be acquired at such time, the Participant shall be entitled to
exercise the Options with respect to the remaining portion of such
shares at any subsequent time prior to the termination date of the
Options.
The
Options intended to be ISOs are subject to the $100,000 annual
limit on vesting of ISOs as set forth in Section 422(d) of the
Code. To the extent the aggregate fair market value (determined at
the date of grant) of the shares of Common Stock with respect to
which those ISOs first become exercisable by the Participant during
any calendar year under this Section 2 (when aggregated with
any prior ISOs granted to the Participant under stock option plans
of the Corporation) exceeds $100,000, whether by reason of
accelerated vesting under Sections 9, 10 or 11 or otherwise,
the Options shall consist of ISOs for the maximum number of shares
that may be covered by ISOs without violating Section 422(d) of the
Code, and the remaining Options becoming exercisable in that year
shall be treated as Nonstatutory Options.
2
3.
Termination Date of Options .
The
Options granted herein, and the related Dividend Equivalent Rights
under Section 8 below, shall terminate on
, 20___, the tenth anniversary of the date of grant, and the
Participant shall have no right to exercise the Options at any time
thereafter.
If
the Participant elects to exercise the Options to purchase shares
of Common Stock, the Participant shall give written notice of such
exercise to the Corporate Secretary of the Corporation. The notice
of exercise shall state the number of shares of Common Stock as to
which the Options are being exercised, and the Corporation shall
determine whether the Options exercised are ISOs or Nonstatutory
Options.
The
Participant may exercise the Options to purchase all, or any lesser
whole number, of the number of shares of Common Stock that the
Participant is then permitted to purchase under Section
2.
Full
payment of the option price for the shares of Common Stock
purchased by exercising the Options shall be due at the time the
notice of exercise is delivered pursuant to Section 4. Such
payment may be made (i) in cash, (ii) by delivery of
shares of Common Stock currently owned by the Participant with a
fair market value equal to the option price, or (iii) in any
other form acceptable to the Corporation.
Alternatively,
the Participant shall be deemed to have paid the full option price
due upon exercise of the Options, if the Participant’s notice
of exercise is accompanied by an irrevocable instruction to the
Corporation to deliver the shares of Common Stock issuable upon
exercise of the Options (less any shares withheld to satisfy the
Participant’s tax obligations pursuant to Section 7 below)
promptly to a broker-dealer designated by Participant, together
with an irrevocable instruction to such broker-dealer to sell at
least that portion of the shares necessary to pay the option price
(and any tax withholding related expenses specified by the
parties), and that portion of the sale proceeds needed to pay the
option price is delivered directly to the Corporation no later than
the close of business on the settlement date.
6.
Issuance of Stock Certificates for Shares
.
The
stock certificates (or other evidence of ownership) for any shares
of Common Stock issuable to the Participant upon exercise of the
Options shall be delivered to the Participant (or to the person to
whom the rights of the Participant shall have passed by will or the
laws of descent and distribution) as promptly after the date of
exercise as is feasible, but not before the Participant has paid
the option price for such shares and made any arrangements for tax
withholding, as required by Section 7.
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Whenever
the Participant exercises Options, the Corporation shall notify the
Participant of the amount of tax (if any) that must be withheld by
the Corporation under all applicable federal, state and local tax
laws. With respect to each exercise of the Options, the Participant
agrees to make arrangements with the Corporation to (a) remit
the required amount to the Corporation in cash, (b) authorize
the Corporation to withhold a portion of the shares of Common Stock
otherwise issuable upon the exercise with a value equal to the
required amount, (c) deliver to the Corporation shares of Common
Stock with a value equal to the required amount, (d) authorize the
deduction of the required amount from the Participant’s
compensation, or (e) otherwise provide for payment of the
required amount in any other manner satisfactory to the
Corporation.
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
, 20___, 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
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