Upon a termination of an Executive’s employment with the Company without cause or by the Executive for “good reason”, (i) with respect to Mr. Mitra only, Mr. Mitra’s Executive LTIP Unit Award will become immediately redeemable (subject to the requirement that sufficient Share reserve be available under the 2022 Plan or successor shareholder-approved equity incentive plan of the Company at such time), with the number of Performance-Based LTIP Units that become Vested LTIP Units, if any, determined based on actual performance through the termination date (with market capitalization milestones proportionately reduced to reflect the period of time that Mr. Mitra was employed during the Performance Period, and subject to the requirement that the Positive TSR Condition be met at the termination date); and (ii) with respect to all other Executives, (a) the Time-Based LTIP Units will remain outstanding and become redeemable had such termination of employment not occurred, and (b) the Performance-Based LTIP Units will (1) if the termination occurs prior to the end of the Performance Period, remain outstanding and the number of earned Performance-Based LTIP Units that become Vested LTIP Units, if any, will be determined at the end of the Performance Period based on actual performance, (2) any portion of the Performance-Based LTIP Units that become redeemable following the termination of the Executive’s employment will be subject to an automatic delay of the redemption right until the Extended Hold Date, (3) distributions in respect of the Class A Common Units of Welltower OP underlying any portion of the Performance-Based LTIP Units that become Vested LTIP Units, if any, will be paid to the Executive at the end of the Performance Period (with respect to distributions that accumulated during the Performance Period) or as such distributions are made (with respect to distributions that are made after the end of the Performance Period), and (4) the Company will have the discretionary right, at any time until the applicable Extended Hold Date, to repurchase all or any portion of the Performance-Based LTIP Units that are subject to the delayed redemption right described in clause (2) at their fair market value at the time that the Company exercises such right, which may include discounts for lack of transferability through the applicable Extended Hold Date, lack of marketability due to the delay in redemption rights, time value of money and minority interest.
Upon a termination of an Executive’s employment with the Company due to the Executive’s death or “disability”, the Executive’s Executive LTIP Unit Award will become immediately redeemable (subject to the requirement that sufficient Share reserve be available under the 2022 Plan or successor shareholder-approved equity incentive plan of the Company at such time), with the number of Performance-Based LTIP Units that become Vested LTIP Units, if any, determined based on actual performance through the termination date (with market capitalization milestones proportionately reduced to reflect the period of time that the Executive was employed during the Performance Period, and subject to the requirement that the Positive TSR Condition be met at the termination date).
Upon a Change in Corporate Control, the Executive LTIP Unit Award will become immediately redeemable (subject to the requirement that sufficient Share reserve be available under the 2022 Plan or successor shareholder-approved equity incentive plan of the Company at such time), with the number of Performance-Based LTIP Units that become Vested LTIP Units, if any, based on actual performance through the date of the Change in Corporate Control (with market capitalization milestones proportionately reduced to reflect the period of time through the date of the Change in Corporate Control, and subject to the requirement that the Positive TSR Condition be met at such time).
In connection with the adoption of the 10 Year Program, pursuant to the terms of the 2022 Plan, the Board approved an amendment to the 2022 Plan (the “2022 Plan Amendment”) clarifying that “Substitute Awards” under the 2022 Plan and awards of “Other Stock Unit Awards” in payment or redemption or otherwise in satisfaction of either “Performance Awards” under the 2022 Plan or of awards of LTIP Units or “Option Units” of Welltower OP, in each case will be exempt from the requirement that no portion of such awards may vest prior to the first anniversary of the grant date, but such requirement will otherwise remain applicable to other equity or equity-linked awards under the 2022 Plan.
As described above, effective as of October 30, 2025, in connection with the adoption of the 10 Year Program and as a condition to their receipt of the Executive LTIP Unit Awards, Mr. Mitra entered into an amendment to his Executive Employment Agreement with the Company (the “Employment Agreement Amendment”) and each Executive other than Mr. Mitra entered into a side letter with the Company and with Welltower OP (each such letter, an “Executive Side Letter” and collectively, “Executive Side Letters”). The Employment Agreement Amendment and the Executive Side Letters respectively provide that from January 1, 2026, through December 31, 2035, aside from an annual base salary of $110,000 and the Executive LTIP Unit Award, the applicable Executive will receive no additional or further compensation from the Company in respect of his services and that Mr. Mitra will waive his right to the severance protections under his Executive Employment Agreement with the Company.
Additionally, in connection with the adoption of the 10 Year Program, the Board approved a global amendment to all outstanding performance-based equity awards previously granted to the Executives under the 2022 Plan (the “Executive PSUs,” and such global amendment to the Executive PSUs, the “Global Executive PSU Amendment”) waiving only the continued service-based vesting conditions with respect to the Executive PSUs effective as of October 30, 2025. Except as expressly provided by the Global Executive PSU Amendment, all equity or equity-based awards held by the Executives and outstanding as of October 30, 2025, remain in effect in accordance with their terms, including the performance and market conditions associated with such awards.
