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
Ó
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 8, 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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MAXIMUM NUMBER OF
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SHARES THAT MAY BE
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SHARES THAT MAY BE
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PURCHASED BY 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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Up to ___
shares
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Up to ___
shares
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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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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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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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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 8, 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.
3.
Termination Date of Options .
The
Options granted herein 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.
2
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
p
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