Health Care REIT, Inc. Summary of Director Compensation for Non-Employee Directors

Summary

This document outlines the compensation plan for non-employee directors of Health Care REIT, Inc. Each non-employee director receives an annual cash retainer of $75,000, paid quarterly, and additional retainers for committee chairs and the presiding director. Directors also receive extra payments for attending more than four board or committee meetings per year. Starting January 1, 2009, non-employee directors are granted $75,000 in deferred stock units annually, with new directors receiving an additional $25,000 in their first year. Deferred stock units convert to common stock over three years and include dividend rights.

EX-10.1 2 l31548aexv10w1.htm EX-10.1 EX-10.1

EXHIBIT 10.1

HEALTH CARE REIT, INC.
Summary of Director Compensation

For each calendar year, each non-employee member of the Board of Directors of Health Care REIT, Inc. (the “Company”) will receive an annual retainer of $75,000, payable in equal quarterly installments (commencing with the installment paid in the second quarter of 2008). Additionally, effective January 1, 2009, the chairs of the Audit Committee, the Compensation Committee and the Nominating/Corporate Governance Committee will receive an additional retainer of $15,000, $10,000 and $7,500, respectively, and the presiding director of executive sessions of non-employee directors will receive an additional retainer of $2,500. If the Board of Directors holds more than four meetings in a year, each non-employee member of the Board will receive $1,500 for each meeting attended in excess of four meetings. With respect to the Audit, Compensation, Executive and Nominating/Corporate Governance Committees, if any of these committees holds more than four meetings in a year, each non-employee member of these committees will receive $1,000 for each meeting attended in excess of four meetings.

Effective January 1, 2009, each of the non-employee directors will receive, in each calendar year, a grant of deferred stock units with a value of $75,000, pursuant to the Company’s 2005 Long-Term Incentive Plan. The deferred stock units will be convertible into shares of common stock of the Company in three equal installments on the first three anniversaries of the date of the grant. Recipients of the deferred stock units also will be entitled to dividend equivalent rights.

Non-employee Directors who are appointed or elected to the Board of Directors for the first time will receive a grant of $100,000 worth of deferred stock units following their appointment or election. This grant includes the $75,000 annual grant plus an additional $25,000 initial grant. Similar to the annual grants, the deferred stock units will convert into shares of common stock in three equal installments on the first three anniversaries of the date of grant and recipients will be entitled to dividend equivalent rights.