RESTRICTED STOCK AGREEMENT
EXHIBIT 10.23
THIS
RESTRICTED STOCK AGREEMENT (the “Agreement”), made this ___ day of ___, 20___,
between Health Care REIT, Inc., a Delaware corporation (the “Corporation”), and
___ (the “Participant”).
WITNESSETH:
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 has decided that
the Participant should be granted restricted shares of the Corporation’s common stock, $1.00 par
value per share (“Common Stock”), on the terms and conditions set forth below in accordance with
the terms of the Plan.
NOW, THEREFORE, in consideration of the past and future services provided to the Corporation
by the Participant and the various covenants and agreements herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. Grant of Restricted Stock.
The
Corporation hereby grants to the Participant a total of ___ (___) shares of the
Common Stock of the Corporation (the “Restricted Shares”), subject to the transfer restrictions,
vesting schedule and other conditions set forth in this Agreement. The Participant shall not be
required to provide the Corporation with any payment (other than his or her past and future
services to the Corporation) in exchange for such Restricted Shares.
As provided in Section 4, the Corporation shall cause the Restricted Shares to be issued and a
stock certificate or certificates representing the Restricted Shares to be registered in the name
of the Participant promptly upon execution of this Agreement. On or before the date of execution
of this Agreement, the Participant shall deliver to the Corporation one or more stock powers
endorsed in blank relating to the Restricted Shares.
2. Restrictions.
(a) The Participant shall have all rights and privileges of a stockholder of the Corporation
with respect to the Restricted Shares, including voting rights and the right to receive dividends
paid with respect to the Restricted Shares, except that the following restrictions shall apply
until such time or times as these restrictions lapse under Section 3 or any other provision of this
Agreement:
(i) the Participant shall not be entitled to delivery of the certificate or
certificates for any of the Restricted Shares until the restrictions imposed by this
Agreement have lapsed with respect to those Restricted Shares;
(ii) the Restricted Shares may not be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of by the Participant before these restrictions have lapsed, except
with the consent of the Corporation; and
(iii) the Restricted Shares shall be subject to forfeiture upon termination of the
Participant’s employment with the Corporation to the extent set forth in Section 6 below.
If any portion of the Restricted Shares become vested under Section 3 below (or Sections 6, 7 or
8), such newly vested shares shall no longer be subject to the preceding restrictions and shall no
longer be considered Restricted Shares.
(b) Any attempt to dispose of Restricted Shares in a manner contrary to the restrictions set
forth in this Agreement shall be ineffective.
3. Vesting; When Restrictions Lapse.
The
Restricted Shares shall vest in five annual installments, on ___, 20___ and the next
four anniversaries of such date, or at such earlier time as the restrictions may lapse pursuant to
Sections 6, 7 or 8 of this Agreement. In the absence of any accelerated vesting and lapse of the
restrictions under Sections 6, 7 or 8, the restrictions set forth in this Agreement shall lapse
with respect to the following numbers of shares on the following dates:
| NUMBER OF SHARES | ||
| DATE | THAT BECOME VESTED | |
___, 20___
|
___shares | |
___, 20___
|
___shares | |
___, 20___
|
___shares | |
___, 20___
|
___shares | |
___, 20___
|
___shares |
4. Issuance
of Stock Certificates for Shares.
The stock certificate or certificates representing the Restricted Shares shall be issued
promptly following the execution of this Agreement, and shall be delivered to the Corporate
Secretary or such other custodian as may be designated by the Corporation, to be held until the
restrictions lapse under Sections 3, 6, 7 or 8. Such stock certificate or certificates shall bear
the following legend:
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“The transferability of the shares of stock represented by this Certificate are
subject to the terms and conditions (including forfeiture) of a Restricted Stock
Agreement entered into between the registered owner and Health Care REIT, Inc. A
copy of such Restricted Stock Agreement is on file in the offices of the Corporate
Secretary, Health Care REIT, Inc., Xxx XxxXxxx, Xxxxx 0000, Xxxxxx, Xxxx 00000.”
Once the restrictions imposed by this Agreement have lapsed with respect to any portion of the
Restricted Shares, a stock certificate or certificates for such portion of the Restricted Shares
shall be returned and exchanged for a new unlegended stock certificate representing the newly
vested shares. The new certificates 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) promptly after the date on which the restrictions imposed on such shares by this
Agreement have lapsed, but not before the Participant has made arrangements satisfactory to the
Corporation for tax withholding (as required by Section 5), and provided that any certificate
representing the portion of the newly vested shares (if any) that the Participant applies to
satisfy his or her tax withholding obligations pursuant to Section 5(b) below shall be delivered to
the Corporation rather than the Participant.
5. Tax Withholding.
Whenever the restrictions applicable to all or a portion of the Restricted Shares lapse under
the terms of this Agreement, the Corporation shall notify the Participant of the amount of tax that
must be withheld by the Corporation under all applicable federal, state and local tax laws. The
Participant agrees to make arrangements with the Corporation to (a) remit the required amount to
the Corporation in cash, (b) deliver to the Corporation shares of Common Stock currently held by
the Participant (including newly vested Restricted Shares) with a value equal to the required
amount, (c) authorize the deduction of the required amount from the Participant’s compensation, or
(d) otherwise provide for payment of the required amount in a manner satisfactory to the
Corporation.
6. Termination of Employment; Change in Corporate Control.
If the Participant’s employment with the Corporation is involuntarily terminated for “Cause”
(as defined in the Participant’s Employment Agreement) during the term of this Agreement, or if the
Participant voluntarily terminates his or her employment with the Corporation (other than after a
Change in Corporate Control (as described below) occurring after the date hereof or as provided in
Sections 7 or 8 below), including any termination after the term of the Participant’s Employment
Agreement expires by reason of the Participant’s election not to extend the term of the Employment
Agreement, any Restricted Shares that remain subject to the restrictions imposed by this Agreement
shall be forfeited.
If the Participant’s employment is terminated involuntarily without Cause, including an
involuntary termination without Cause as a result of the Corporation’s election not to extend the
term of the Participant’s Employment Agreement, or in the event of a Change in
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Corporate Control, vesting shall be accelerated, the restrictions imposed by this Agreement on the
remaining Restricted Shares shall lapse immediately, and no Restricted Shares shall be forfeited.
For purposes of this Section 6, a “Change in Corporate Control” shall include any of the
following events:
(a) The acquisition in one or more transactions of more than twenty percent of the
Corporation’s outstanding Common Stock (or the equivalent in voting power of any class or
classes of securities of the Corporation entitled to vote in elections of directors) by any
corporation, or other person or group (within the meaning of Section 14(d)(3) of the
Securities Exchange Act of 1934, as amended);
(b) Any transfer or sale of substantially all of the assets of the Corporation, or any
merger or consolidation of the Corporation into or with another corporation in which the
Corporation is not the surviving entity;
(c) Any election of persons to the Board of Directors which causes a majority of the
Board of Directors to consist of persons other than “Continuing Directors.” For this
purpose, those persons who were members of the Board of Directors on May 5, 2005, shall be
“Continuing Directors.” Any person who is nominated for election as a member of the Board
after May 5, 2005 shall also be considered a “Continuing Director” for this purpose if, and
only if, his or her nomination for election to the Board of Directors is approved or
recommended by a majority of the members of the Board (or of the relevant Nominating
Committee) and at least five (5) members of the Board are themselves Continuing Directors at
the time of such nomination; or
(d) Any person, or group of persons, announces a tender offer for at least twenty
percent (20%) of the Corporation’s Common Stock.
7. Effect of Death.
If the termination of the Participant’s employment occurs as a result of the Participant’s
death, vesting shall be accelerated and all of the restrictions imposed on the Restricted Shares by
this Agreement shall lapse immediately.
8. Effect of Permanent and Total Disability or Retirement After Age 65.
If the termination of the Participant’s employment occurs after a finding of the Participant’s
permanent and total disability, or as a result of retirement after age 65, vesting shall be
accelerated and all of the restrictions imposed on the Restricted Shares by this Agreement shall
lapse immediately.
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9. Securities Laws.
The Corporation may from time to time impose such conditions on the transfer of the Restricted
Shares as it deems necessary or advisable to ensure that any transfers of the Restricted Shares
will satisfy the applicable requirements of federal and state securities laws. Such conditions may
include, without limitation, the partial or complete suspension of the right to transfer the
Restricted Shares until the Restricted Shares have been registered under the Securities Act of
1933, as amended.
10. Grant Not to Affect Employment.
Neither this Agreement nor the Restricted Shares granted hereunder shall confer upon the
Participant any right to continued employment with the Corporation. This Agreement shall not in
any way modify or restrict any rights the Corporation may have to terminate such employment under
the terms of the Participant’s Employment Agreement with the Corporation.
11. Miscellaneous.
(a) This Agreement may be executed in one or more counterparts, all of which taken together
will constitute one and the same instrument.
(b) The terms of this Agreement may only be amended, modified or waived by a written agreement
executed by both of the parties hereto.
(c) The validity, performance, construction and effect of this Agreement shall be governed by
the laws of the State of Ohio, without giving effect to principles of conflicts of law; provided,
however, that matters of corporate law, including the issuance of shares of Common Stock, shall be
governed by the Delaware General Corporation Law.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above
written.
| ATTEST: | HEALTH CARE REIT, INC. | |||
| By: | ||||
Vice President-Administration
|
Chairman and | |||
and Corporate Secretary
|
Chief Executive Officer | |||
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