EXHIBIT 10.3
STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTOR
THIS STOCK OPTION AGREEMENT (the "Agreement"), made this ____
day of ___________, 20__, between Health Care REIT, Inc., a Delaware corporation
(the "Corporation"), and _______________ (the "Director").
WITNESSETH:
WHEREAS, the Director serves as a member of the Board of Directors of
the Corporation; and
WHEREAS, the Corporation maintains the Health Care REIT, Inc. Stock
Plan for Non-Employee Directors (the "Plan") in order to secure for the
Corporation and its stockholders the benefits inherent in increased ownership of
common stock of the Corporation by those members of the Board of Directors who
are not employed by the Corporation;
WHEREAS, the terms of the Plan provide that each eligible member of the
Board of Directors shall be granted stock options at the time of the regular
January meeting of the Board each year, on the terms and conditions set forth
below.
NOW, THEREFORE, in consideration of the covenants and agreements herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:
1. GRANT OF OPTIONS.
Subject to the terms and conditions of this Agreement, the
Corporation hereby grants to the Director the right and option to purchase up to
a total of ____________(_____) shares of the common stock, $1.00 par value per
share, of the Corporation (the "Common Stock"), at the option price of
$__________ per share (the "Options"). The Options are not intended to qualify
as incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.
2. PERIOD OF EXERCISE.
The Options shall become exercisable by the Director in three
installments. Subject to accelerated vesting pursuant to Sections 7, 8 or 9
below, at any time during the term of the Options, the maximum number of shares
of Common Stock the Director may purchase by exercising the Options shall be
limited as specified in the following schedule:
MAXIMUM NUMBER OF SHARES
PERIOD THAT MAY BE PURCHASED
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From __________, 20__ to Up to _______ shares
__________, 20__
From __________, 20__ to Up to _______ shares (less any
__________, 20__ shares previously purchased
through the Options)
From __________, 20__ to Up to _______ shares (less any
__________, 20__ shares previously purchased
through the Options)
If, at any time during this period, the Director exercises the
Options to purchase less than all of the shares that may then be acquired by
exercising the Options, the Director 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.
3. TERMINATION DATE OF OPTIONS.
The Options granted herein shall terminate on ___________,
20__, the tenth anniversary of the date of grant, and the Director shall have no
right to exercise the Options at any time thereafter.
4. MANNER OF EXERCISE.
If the Director elects to exercise the Options to purchase
shares of Common Stock, the Director 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.
The Director may exercise the Options to purchase all, or any
lesser whole number, of the number of shares of Common Stock available for
purchase under the Options.
5. PAYMENT FOR SHARES.
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 Director
with a fair market value equal to the option price, or (iii) in any other form
acceptable to the Corporation.
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Alternatively, the Director shall be deemed to have paid the
full option price due upon exercise of his or her Options, if the Director'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 promptly to a broker-dealer designated by the Director (which may
include the Corporation's transfer agent), 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 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 for any shares of Common Stock issuable
to the Director upon exercise of the Options shall be delivered to the Director
(or to the person to whom the rights of the Director shall have passed by will
or the laws of descent and distribution) as promptly after the date of exercise
as is feasible (except to the extent such shares are instead delivered to a
designated broker-dealer in connection with a cashless exercise permitted under
the preceding paragraph).
7. TERMINATION OF SERVICE ON BOARD.
If the Director resigns from service as a member of the Board
of Directors (other than as a result of total disability or retirement after
attaining age 65), or decides not to stand for reelection at the expiration of
the Director's current term of office, or is not nominated by the Board to stand
for election at the Annual Stockholders' Meeting at which the Director's current
term of office expires, or, if nominated, is not reelected, then that portion of
the Options held by the Director which was exercisable under Section 2 on the
date the Director ceases to be a member of the Board may be exercised at any
time during the period of six months after such date, but in no event later than
___________, 20__. Any portion of the Options not exercised by the end of such
period shall terminate.
If the Director ceases to serve as a member of the Board prior
to the end of the Director's term as a result of permanent and total disability
or retirement after attaining age 65, the Options shall become vested and
exercisable in full and may be exercised by the Director at any time during the
period of twelve (12) months following the date of such cessation of service,
but in no event later than ___________, 20__. Any portion of the Options not
exercised by the end of such period shall terminate.
If the Director is removed from the Board by the stockholders
of the Corporation for cause (for these purposes, cause shall include, but not
be limited to, dishonesty, incompetence, moral turpitude, other misconduct of
any kind and the refusal to perform the Director's duties and responsibilities
for any reason other than illness or incapacity), then all unexercised Options
held by the Director shall immediately be canceled and terminate.
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8. EFFECT OF DEATH.
If the Director dies before the Options expire or have been
exercised with respect to all of the shares of Common Stock subject to the
Options, the Options shall become exercisable in full and the Director's
executor, administrator, or any person to whom the Options may be transferred by
the Director's will or by the laws of descent, shall have the right to exercise
the Options, to the extent not previously exercised, at any time prior to the
first anniversary of the date of death, but in no event later than ___________,
20__. For this purpose, the terms of this Agreement shall be deemed to apply to
such person as if he or she were the Director.
9. EFFECT OF CHANGE IN CORPORATE CONTROL.
Notwithstanding the restrictions on exercisability imposed on
the Options pursuant to Section 2 above, the Options shall become immediately
exercisable in full in the event of a Change in Corporate Control.
For purposes of this Section 9, 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 January 20, 1997, shall be
"Continuing Directors". Any person who is nominated for election as a
member of the Board after January 20, 1997, 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.
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10. NONTRANSFERABILITY.
The Director's rights under this Agreement may not be assigned
or transferred by the Director other than by will or the laws of descent and
distribution. The Options may not be exercised by anyone other than the Director
or, in the case of the Director's death, by the person to whom the rights of the
Director shall have passed by will or the laws of descent and distribution.
Notwithstanding the foregoing, the Board of Directors may, in
its discretion, permit the Director to transfer all or a portion of the Options
to members of the Director's immediate family, to trusts for the benefit of
members of the Director's immediate family, or to family limited partnerships in
which immediate family members are the only partners, provided that such Options
shall still be subject to termination in accordance with Section 7 of this
Agreement in the hands of the transferee.
11. SECURITIES LAWS.
The Corporation may from time to time impose any conditions on
the exercise of the Options as it deems necessary or advisable to ensure that
the Options granted hereunder, and each exercise thereof, satisfy the applicable
requirements of federal and state securities laws. Such conditions to satisfy
applicable federal and state securities laws may include, without limitation,
the partial or complete suspension of the right to exercise the Options until
the offering of the shares covered by the Options have been registered under the
Securities Act of 1933, as amended, or the printing of legends on all stock
certificates issued to the Director describing the restrictions on transfer of
such shares.
12. RIGHTS PRIOR TO ISSUANCE OF CERTIFICATES.
Neither the Director nor any person to whom the rights of the
Director shall have passed by will or the laws of descent and distribution shall
have any of the rights of a stockholder with respect to any shares of Common
Stock until the date of the issuance to him or her of certificates for such
Common Stock as provided in Section 6 above.
13. OPTIONS NOT TO AFFECT STATUS AS DIRECTOR.
Neither this Agreement nor the Options granted hereunder shall
confer upon the Director any right to continue the Director's service as a
member of the Board of Directors of the Corporation.
14. 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.
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(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 the 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:
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Vice President and Chairman and
Corporate Secretary Chief Executive Officer
DIRECTOR
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