EXHIBIT 10.2
RESTRICTED STOCK AGREEMENT
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
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_________, 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) 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.
If the termination of the Participant's employment occurs
after a finding of the Participant's permanent and total disability, vesting
shall be accelerated and all of the restrictions imposed on the Restricted
Shares by this Agreement shall lapse immediately.
9. Effect of Retirement.
If the termination of the Participant's employment occurs as a
result of the Participant's retirement after age 55 and the sum of the
Participant's age and years of service to
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the Corporation is equal to 65 or more, vesting shall be accelerated and all of
the restrictions imposed on the Restricted Shares by this Agreement shall lapse
immediately.
10. 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.
11. 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.
12. 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:
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Vice President and Corporate Secretary Chairman and
Chief Executive Officer
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Name:
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