Form 8-K for Health Care Property Investors, Inc.

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UgquYTe1dH4IOuM2QChmatsHQoFMj1nbU/pQGI4+p0xwuf0L2Ssqir9RYJO4MjUD cH65Mf/EkMHFHBVVDRDNYQ== 0001193125-05-018735.txt : 20050203 0001193125-05-018735.hdr.sgml : 20050203 20050203170905 ACCESSION NUMBER: 0001193125-05-018735 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20050128 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050203 DATE AS OF CHANGE: 20050203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTH CARE PROPERTY INVESTORS INC CENTRAL INDEX KEY: 0000765880 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 330091377 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08895 FILM NUMBER: 05574149 BUSINESS ADDRESS: STREET 1: 3760 KILROY AIRPORT WAY STREET 2: SUITE 300 CITY: LONG BEACH STATE: CA ZIP: 90806 BUSINESS PHONE: 562-733-5100 MAIL ADDRESS: STREET 1: 3760 KILROY AIRPORT WAY STREET 2: SUITE 300 CITY: LONG BEACH STATE: CA ZIP: 90806 8-K 1 d8k.htm FORM 8-K FOR HEALTH CARE PROPERTY INVESTORS, INC. Form 8-K for Health Care Property Investors, Inc.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

January 28, 2005

Date of Report (Date of earliest event reported)

HEALTH CARE PROPERTY INVESTORS, INC.

(Exact name of registrant as specified in its charter)

Maryland

001-08895

33-0091377

(State of Incorporation)

(Commission File Number)

(IRS Employer

Identification Number)

3760 Kilroy Airport Way

Suite 300

Long Beach, California 90806

(Address of principal executive offices) (Zip Code)

(562) 733-5100

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

A. On January 28, 2005, the Board of Directors (“Board”) of Health Care Property Investors, Inc. (the “Company”) amended its 2000 Stock Incentive Plan (As Amended and Restated Effective as of May 7, 2003) (the “Plan”) to (i) remove the total return to stockholder performance condition to the grant of 600 shares of restricted stock that may be awarded to non-employee directors on an annual basis under the Plan, and (ii) increase the number of shares that are automatically granted to a person upon initial appointment or election to the Board from 2,400 to 3,000 shares. Prior to the amendment, each non-employee director was awarded on the date of each annual meeting of stockholders as of which such person continues as a director: (i) 2,400 shares of restricted stock; and (ii) if the Corporation’s total return to stockholders for the prior year exceeded the total return of the health care equity segment of the National Association of Real Estate Investment Trusts (NAREIT) by 3%, 600 additional shares of restricted stock. The Plan amendment will result in each non-employee director being awarded 3,000 shares of restricted stock on the date of each annual meeting of stockholders as of which such person continues as a director (commencing with the 2005 annual meeting of stockholders). In addition, prior to the Plan amendment, each person who was initially elected or appointed to the Board as a non-employee director was granted 2,400 shares of restricted stock on the date of such initial election or appointment. The Plan amendment will result in each person who is hereafter initially elected or appointed to the Board as a non-employee director being granted 3,000 shares of restricted stock on the date of such initial election or appointment. Reference is made to the Plan amendment, which is attached hereto as an exhibit.

B. On January 28, 2005, the Compensation Committee approved the grant of performance-based Restricted Stock Units to James F. Flaherty III, the Company’s chief executive officer, in lieu of a cash bonus for 2004 performance. The Restricted Stock Units are subject in whole or in part to forfeiture in the event the Company does not reach specified targets for Funds From Operations Per Share during fiscal 2005. Those Restricted Stock Units that are not forfeited vest on the third anniversary of the date of grant, subject to continued employment by Mr. Flaherty on that date. Vesting generally is accelerated in the event of retirement, termination other than for cause, death, disability, failure to offer employment agreement on similar terms, and change in control (each as defined and subject to the terms of the agreement). The Restricted Stock Units are paid, after and only to the extent vested, pursuant to Mr. Flaherty’s timely election, which election may be in the form of two or more annual installments over a fixed number of years. If no election is made, the Restricted Stock Units are paid on the date of vesting. Distributions may also be made in the event of an unforeseeable emergency. Payment of the vested Restricted Stock Units is made in an equal number of shares of Company Common Stock. Mr. Flaherty does not have the right to vote or dispose of the Restricted Stock Units, but does have the right to certain additional cash payments as dividend equivalents based on the amount of dividends (if any) paid by the Company during the term of the award on a number of shares equal to the number of Restricted Stock Units then outstanding subject to the award. Reference is made to the form of CEO Three Year Cliff Vesting attached hereto as an exhibit.

C. On January 28, 2005, the Compensation Committee approved the grant of performance-based Restricted Stock Units to the Company’s executive officers (including Mr. Flaherty) as future incentive. These Restricted Stock Units are subject in whole or in part to forfeiture in the event the Company does not reach specified targets for Funds From Operations Per Share during fiscal 2005. Those Restricted Stock Units that are not forfeited vest in increments of 20% per year commencing with the first anniversary of the date of grant. Vesting is accelerated in the event of retirement, death or disability and certain change in control events where the Restricted Stock Units are not assumed (each as defined and subject to the terms of the agreement). In addition, for Mr. Flaherty only, vesting is accelerated in the event of termination other than for cause, failure to offer employment agreement on similar terms, and change in control regardless of whether the Restricted Stock Units are assumed (each as defined and subject to the terms of the agreement). The Restricted Stock Units are paid, after and only to the extent vested, pursuant to the officer’s timely election, which election may be in the form of two or more annual installments over a fixed number of years. If no election is made, the Restricted Stock Units are paid on the date of vesting. Distributions may also be made in the event of an unforeseeable emergency. Payment of the vested Restricted Stock Units is made in an equal number of shares of Company Common Stock. The officer does not have the right to vote or dispose of the Restricted Stock Units, but does have the right to certain additional cash payments as dividend equivalents based on the amount of dividends (if any) paid by the Company during the term of the award on a number of shares equal to the number of Restricted Stock Units then outstanding subject to the award. Reference is made to the form of Five Year Installment Vesting and the CEO Five Year Installment Vesting attached hereto as exhibits.

D. On January 28, 2005, the Compensation Committee approved an amendment to the employment agreement with Charles Elcan, the Company’s Executive Vice President –Medical Office Operations, that deletes

the complicated provisions regarding calculation of bonus for Mr. Elcan for 2004, provides for a 2004 bonus payment of $475,000, and further provides that future bonuses will be as determined in the discretion of the Compensation Committee. The amendment further removes the requirement that the Company pay any co-pay or deductible amounts on behalf of Mr. Elcan under any dental or medical plans. Reference is made to Amendment No.1 to the Employment Agreement of Mr. Elcan attached hereto as an exhibit.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits


Exhibit No.		Description of Exhibit
10.1		Amendment to the 2000 Stock Incentive Plan (As Amended and Restated Effective as of May 7, 2003)

10.2		Form of CEO Three Year Cliff Vesting

10.3		Form of Five Year Installment Vesting

10.4		Form of CEO Five Year Installment Vesting

10.5		Amendment No.1 to the Employment Agreement of Mr. Elcan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	HEALTH CARE PROPERTY INVESTORS, INC.

Date: February 3, 2005	By:	/s/ Edward J. Henning
	Name:	Edward J. Henning
	Title:	Senior Vice President, General Counsel and Corporate Secretary

EX-10.1 2 dex101.htm AMENDMENT TO THE 2000 STOCK INCENTIVE PLAN Amendment to the 2000 Stock Incentive Plan

Exhibit 10.1

FIRST AMENDMENT TO

2000 STOCK INCENTIVE PLAN

(AS AMENDED AND RESTATED EFFECTIVE AS OF MAY 7, 2003)

This First Amendment to 2000 Stock Incentive Plan (As Amended and Restated Effective as of May 7, 2003) (the “Plan”) is adopted by Health Care Property Investors, Inc., a Maryland corporation (the “Corporation”) effective as of January 28, 2005.

RECITALS

A. The Plan provides that each non-employee director is awarded, on the date of each annual stockholder meeting as of which such person continues as a director, (i) 2,400 shares of restricted stock, and (ii) if the Corporation’s total return to stockholders for the prior year exceeds the total return of the health care equity segment of the National Association of Real Estate Investment Trusts (NAREIT) by 3%, 600 additional shares of restricted stock. These numbers reflect adjustments as a result of the March 2004 stock split.

B. The Plan also provides that each person who is initially elected or appointed to the Corporation’s Board of Directors (“Board”) as a non-employee director shall be automatically granted 2,400 shares of restricted stock on the date such person is first elected or appointed to the Board.

C. The Board believes it to be in the best interests of the Corporation and its stockholders to amend the Plan to (i) provide for annual grants of 3,000 shares of restricted stock, without any of such shares being conditioned upon the Corporation’s total return to stockholders or any other performance criteria, and (ii) increase the number of shares of restricted stock granted upon initial appointment or election to the Board to 3,000 shares.

D. Stockholder approval of the proposed amendments is not required under the Plan or requirements of the New York Stock Exchange.

AMENDMENT

1. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Plan.

2. Paragraph (cc) of Section 2 of the Plan is hereby deleted in its entirety.

3. Paragraphs (a), (b) and (c) of Section 9 of the Plan are hereby amended to read in their entirety as follows:

(a) Effective as of January 28, 2005 and during the remaining term of the Plan, Non-Employee Directors shall be granted the Incentive Awards set forth below. All Incentive Awards granted to Non-Employee Directors prior to January 28, 2005, shall be governed by the Plan as in effect at the time such Incentive Award was granted.

(b) Each person who is initially elected or appointed to the Board after January 28, 2005, as a Non-Employee Director shall be automatically granted 3,000 shares of Restricted Stock Awards on the date such Non-Employee Director is first elected or appointed to the Board.

(c) Commencing with the 2005 annual meeting of the stockholders of the Company and during the remaining term of the Plan, each Non-Employee Director who is re-elected to the Board at an annual meeting of the stockholders or who otherwise continues to serve as a Non-Employee Director as of the close of an annual meeting of stockholders shall be automatically granted on such annual meeting date 3,000 shares of Restricted Stock Awards.

***

The undersigned hereby certifies that the Board adopted the foregoing Amendment to the Plan on the day and year first above written.

Executed at Long Beach, California on February 3, 2005.

/s/ Edward J. Henning

Edward J. Henning

Senior Vice President, General Counsel and Corporate Secretary

EX-10.2 3 dex102.htm FORM OF CEO THREE YEAR CLIFF VESTING Form of CEO Three Year Cliff Vesting

Exhibit 10.2

[CEO THREE YEAR CLIFF VESTING]

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

[ ], Grantee:

As of the [ ] day of [ 200 ] (the “Grant Date”), Health Care Property Investors, Inc., a Maryland corporation (the “Company”), pursuant to the Health Care Property Investors, Inc. 2000 Stock Incentive Plan, as amended and/or restated from time to time (the “Plan”), has granted to you, the Grantee named above, [ ] performance restricted stock units (the “Units”) with respect to [ ] shares of Common Stock on the terms and conditions set forth in this Performance Restricted Stock Unit Agreement (this “Agreement”) and the Plan. The Units are subject to adjustment as provided in Section 11(a) of the Plan. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan. The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) is the administrator of the Plan for purposes of your Units.

I. Forfeiture of Units.

(a) Forfeiture Based Upon Company Performance. Your Units will be paid only to the extent your Units are not forfeited pursuant to this Section I and only to the extent such non-forfeited Units vest pursuant to this Section I or Section II below. Your Units are subject to forfeiture if the Company’s Funds From Operations Per Share for the [ ] calendar year (the “Performance Period”) is less than [$ ]. If the Company’s Funds From Operations Per Share for the Performance Period is less than [$ ], the aggregate percentage of Units that you will forfeit will be determined in accordance with Exhibit A hereto. For purposes of this Agreement, “Funds From Operations Per Share” means the Company’s funds from operations per share during the Performance Period, as prescribed by the National Association of Real Estate Investment Trusts (NAREIT) as in effect on the first day of the Performance Period, and shall be calculated on a fully diluted basis using the weighted average of diluted shares of Common Stock outstanding during the Performance Period. Funds From Operations Per Share shall be calculated before taking into account any non-recurring charges incurred by the Company with respect to the Performance Period for (i) material strategic or financing transactions approved by the Board of Directors and (ii) impairments. The determination as to whether the Company has attained the performance goals with respect to the Performance Period shall be made by the Committee acting in good faith. The Committee’s determination regarding whether the Company has attained the performance goals (the “Committee Determination”) shall be made no later than 120 days following the end of the Performance Period. Your Units shall not be deemed vested pursuant to any other provision of this Agreement earlier than the date that the Committee makes such determination, as required by Section 162(m) of the Code and the regulations promulgated thereunder. Any Units forfeited pursuant to this Section I(a) shall be deemed to have been forfeited as of the last day of the Performance Period.

(b) Termination due to Retirement during the Performance Period. Your Units will remain outstanding during the remainder of the Performance Period and will be subject to forfeiture in the manner set forth in subsection (a) upon completion of the Performance Period if, prior to the completion of the Performance Period, your employment with the

Company is terminated as a result of your Retirement. In the event of any such termination during the Performance Period, any Units not forfeited pursuant to subsection (a) shall fully vest as of the date of the Committee Determination.

(c) Termination Other Than For Cause under Employment Agreement during the Performance Period. Your Units will remain outstanding during the remainder of the Performance Period and will be subject to forfeiture in the manner set forth in subsection (a) upon completion of the Performance Period if, prior to the completion of the Performance Period, your employment with the Company is “Terminated Other Than For Cause” as defined in, and otherwise pursuant to the terms of, your Employment Agreement with the Company dated October 8, 2002, as the same may be amended or restated from time to time and any successor agreement (the “Employment Agreement”). In the event of any such termination during the Performance Period, any Units not forfeited pursuant to subsection (a) shall fully vest as of the date of the Committee Determination.

(d) Change in Control during the Performance Period.

(ii) Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, take action to fully vest your Units immediately prior to, and subject to the consummation of, a Change in Control occurring during the Performance Period. Any Units that become vested in accordance with this subsection (d)(ii) shall not be subject to forfeiture in the manner set forth in subsection (a).

(e) Forfeiture of Units Upon Other Terminations. If at any time during the Performance Period, your employment with the Company is terminated (i) by the Company, or (ii) by you, excluding any Termination Other Than For Cause pursuant to your Employment Agreement, or any termination by reason of your Retirement, death or Disability, or any termination that occurs upon or after a Change in Control, all of your Units shall be automatically forfeited and cancelled in full effective as of such termination of employment and this Agreement shall be null and void and of no further force and effect.

II. Vesting.

(a) Vesting of Non-Forfeited Units. You will have no further rights with respect to any Units that are forfeited in accordance with Section I. Subject to the terms and conditions of this Agreement, your Units that (i) are not forfeited in accordance with Section I and (ii) do not otherwise vest in accordance with Section I, if any, shall vest upon the third anniversary of the Grant Date (the “Vesting Date”), subject to your continuous service to the Company until the Vesting Date.

The vesting schedule requires continued employment through the Vesting Date as a condition to vesting of the Units and the rights and benefits under this Agreement. Unless otherwise expressly provided herein with respect to accelerated vesting of the Units under certain circumstances, employment for only a portion of the vesting period, even if a substantial portion, will not entitle you to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment as provided in this Agreement.

(b) Termination for Death or Disability. If at any time during the Performance Period or following the completion of the Performance Period, your employment with the Company is terminated as a result of your death or Disability, your Units (to the extent not previously forfeited and otherwise unvested) shall fully vest immediately upon such termination of employment. For the avoidance of doubt, any Units that become vested in accordance with this subsection (b) during the Performance Period shall not be subject to the forfeiture provisions of Section I(a).

(c) Termination Other Than for Cause or by Reason of Retirement Following the Performance Period. If at any time following the completion of the Performance Period, your employment with the Company is (i) Terminated Other Than For Cause pursuant to your Employment Agreement, or (ii) terminated as a result of your Retirement, your Units (to the extent not previously forfeited and otherwise unvested) shall fully vest immediately upon such termination of employment.

(d) Acceleration Upon Failure to Offer Employment Agreement on Substantially Similar Terms. Notwithstanding anything herein to the contrary, your Units (to the extent then outstanding and otherwise unvested) shall fully vest upon the expiration of your Employment Agreement on October 8, 2005 in the event the Company fails to offer you an extension of your Employment Agreement prior to such expiration on substantially the same terms and conditions as then in existence. For the avoidance of doubt, any Units that become vested in accordance with this subsection (d) during the Performance Period shall not be subject to the forfeiture provisions of Section I(a).

(e) No Acceleration or Vesting Upon Other Terminations. If at any time following the completion of the Performance Period, your employment with the Company is terminated (i) by the Company, or (ii) by you, excluding any Termination Other Than For Cause pursuant to your Employment Agreement, or any termination by reason of your Retirement, death or Disability, or any termination that occurs upon or after a Change in Control, any of your Units that remain outstanding and otherwise unvested at the time of such termination of employment shall be automatically forfeited and cancelled in full effective as of such termination of employment.

III. Change in Control Following the Performance Period.

(a) In the event of a Change in Control at any time following the completion of the Performance Period, your Units shall be deemed to be “restricted stock” under your Employment Agreement and your Units shall vest fully upon such Change in Control as provided in your Employment Agreement.

(b) Notwithstanding the foregoing, in the event of a pending or threatened takeover bid or tender offer at any time following the completion of the Performance Period and pursuant to which 10% or more of the outstanding securities of the Company is acquired, whether or not deemed a tender offer under applicable state or Federal laws, or in the event that any person makes any filing under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 with respect to the Company, the Committee may in its sole discretion make the Units fully vested.

IV. Timing and Form of Payment.

(a) Distribution Date. Unless you elect otherwise, the distribution date (the “Distribution Date”) for your Units that become vested pursuant to this Agreement will be the date that such Units vest. Distribution of your vested Units will be made by the Company in shares of Common Stock (on a one-to-one basis) on or as soon as practicable after the Distribution Date. You will only receive distributions in respect of your vested Units and will have no right to distribution of your unvested Units unless and until such Units vest (and are not otherwise forfeited pursuant to Section I(a)). Once a vested Unit has been paid pursuant to this Agreement, you will have no further rights with respect to that Unit. You may, however, elect (a “Distribution Election”) to (A) defer your Distribution Date with respect to your vested Units and/or (B) have your vested Units distributed to you in annual installments as provided in Section IV(b), provided that such election complies with this Section IV. You may change your Distribution Election up to three times without the approval of the Committee, provided such Distribution Election is made in a timely manner. Any Distribution Elections with respect to your vested Units in addition to the three provided in the preceding sentence may only be made with the approval of the Committee, in its sole discretion. In order for a Distribution Election to be valid, it must be made at least one year prior to the then-existing Distribution Date and the new Distribution Date must be at least five years after the then-existing Distribution Date. Your Distribution Date with respect to any portion of your Units may not be prior to the Vesting Date for such vested Units. Distribution Elections may only be made by delivering a written election to the Company care of its General Counsel in the form attached as Exhibit B hereto.

(b) Form of Distribution. Unless you elect otherwise, distribution of your vested Units will be made in a lump sum on or as soon as practicable after your Distribution Date. You may, however, elect to have vested Units distributed in the form of two or more annual installments over a fixed number of years, provided that each installment payment must be for a minimum of 1,000 shares of Common Stock. If you elect to have your vested Units distributed in annual installments, the first installment will be paid on or as soon as practicable after the Distribution Date and subsequent installments will be paid on or as soon as practicable after each of the anniversaries of the Distribution Date during your elected installment period. You may change an election you make pursuant to this Section IV(b) (or you may make an initial election in the event that you did not elect a form of payment at the time of your award and, accordingly, your Units were subject to the lump sum default payment rule) by filing a new written election with the Committee; provided that you must also elect a later Distribution Date pursuant to Section IV(a) as to any Units that are subject to such election and in no event may such an election result in an acceleration of distributions within the meaning of Section 409A of the Code. Distribution Elections may only be made by delivering a written election to the Company care of its General Counsel in the form attached as Exhibit B hereto.

(c) Hardship Distribution. If you experience an Unforeseeable Emergency (as defined below) you may elect to receive immediate distribution of some or all or your vested Units upon such Unforeseeable Emergency. Distribution upon an Unforeseeable Emergency shall be made no later than thirty (30) days following written notice to the Company care of its General Counsel of the Unforeseeable Emergency. For purposes of this Agreement, an “Unforeseeable Emergency” shall mean a severe financial hardship resulting from (i) an illness or accident of you, your spouse, or your dependent (as defined in Section 152(a) of the Code), (ii) loss of your property due to casualty, or (iii) any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond your control, all as reasonably determined by the Committee in good faith. No distribution shall be made in respect of an Unforeseeable Emergency unless such Unforeseeable Emergency is not otherwise relievable by liquidation of your assets (to the extent such liquidation would not itself cause a severe financial hardship) or through reimbursement or compensation by insurance or otherwise. Any distribution of your vested Units as a result of an Unforeseeable Emergency shall be limited to the amount reasonably necessary to relieve the Unforeseeable Emergency (which may include amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution).

V. Dividend Equivalent Rights. During such time as each Unit remains outstanding and prior to the distribution of such Unit in accordance with Section IV, you will have the right to receive, in cash, with respect to such Unit, the amount of any cash dividend paid on a share of Common Stock (a “Dividend Equivalent Right”). You will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date of such dividend. Dividend Equivalent Rights will be paid to you at the same time dividends are paid to stockholders of the Company. Dividend Equivalent Rights will not be paid to you with respect to any Units that are forfeited pursuant to Sections I and II, effective as of the date such Units are forfeited. You will have no Dividend Equivalent Rights as of the record date of any such cash dividend in respect of any Units that have been paid in Common Stock; provided that you are the record holder of such Common Stock on or before such record date.

VI. Transferability. No benefit payable under, or interest in, the Units or this Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any such attempted action shall be void and no such benefit or interest shall be, in any manner, liable for, or subject to, your or your beneficiary’s debts, contracts, liabilities or torts; provided, however, nothing in this Section VI shall prevent transfer of your Units by will or by applicable laws of descent and distribution. You may designate a beneficiary to receive distribution of your vested Units upon your death by submitting a written beneficiary designation to the Committee in the form attached hereto as Exhibit B. You may revoke a beneficiary designation by submitting a new beneficiary designation.

VII. Withholding. You will be required to pay in cash or deduction from other compensation payable to you by the Company any sums required by federal, state or local tax law to be withheld with respect to the issuance, vesting or payment of Units and the payment of Dividend Equivalent Rights. At your election and in satisfaction of the foregoing requirement, the Company will withhold shares of Common Stock underlying the Units and otherwise issuable in accordance with paragraph 2, in the manner prescribed by, and subject to the limitations of, Section 12 of the Plan, in satisfaction of such withholding obligations.

VIII. No Contract for Employment. This Agreement is not an employment or service contract and nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the Company, or of the Company to continue your employment or service with the Company.

IX. Notices. Any notices provided for in this Agreement or the Plan, including a Deferral Election, shall be given in writing and shall be deemed effectively given upon receipt if delivered by hand or, in the case of notices delivered by United States mail, five (5) days after deposit in the United States mail, postage prepaid, addressed, as applicable, to the Company or if to you, at such address as is currently maintained in the Company’s records or at such other address as you hereafter designate by written notice to the Company.

X. Plan. This Agreement is subject to all the provisions of the Plan and their provisions are hereby made a part of this Agreement. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control.

XI. Entire Agreement. This Agreement and the Employment Agreement contains the entire understanding of the parties in respect of the Units and supersedes upon its effectiveness all other prior agreements and understandings between the parties with respect to the Units. In the event of any discrepancy between this Agreement and the Employment Agreement, the Employment Agreement shall control.

XII. Amendment. This Agreement may be amended by the Committee; provided, however that no such amendment shall, without your consent, alter, terminate, impair or adversely affect your rights under this Agreement.

XIII. Governing Law. This Agreement shall be construed and interpreted, and the rights of the parties shall be determined, in accordance with the laws of the State of California, without regard to conflicts of law provisions thereof.

XIV. Tax Consequences. You may be subject to adverse tax consequences as a result of the issuance, vesting and/or distribution of your Units. YOU ARE ENCOURAGED TO CONSULT A TAX ADVISOR AS TO THE TAX CONSEQUENCES OF YOUR UNITS AND SUBSEQUENT DISTRIBUTION OF COMMON STOCK.

XV. Construction. This Agreement shall be construed and interpreted to comply with Section 409A of the Code. The Company reserves the right to amend this Agreement to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of the Units in light of Section 409A of the Code and any regulations or other guidance promulgated thereunder.


Very truly yours,

HEALTH CARE PROPERTY INVESTORS, INC.

By:
Name:
Title:



And:
Name:
Title:

Accepted and Agreed,

effective as of the date first written above.



By:
Name: [ ]

EXHIBIT A

PERFORMANCE GOALS


Funds From Operations Per Share		Aggregate Percentage Forfeited
[$___] or greater		0%
Equal to or greater than [$___] but less than [$___]		2%
Equal to or greater than [$___] but less than [$___]		4%
Equal to or greater than [$___] but less than [$___]		6%
Equal to or greater than [$___] but less than [$___]		8%
Equal to or greater than [$___] but less than [$___]		10%
Equal to or greater than [$___] but less than [$___]		12%
Equal to or greater than [$___] but less than [$___]		14%
Equal to or greater than [$___] but less than [$___]		16%
Equal to or greater than [$___] but less than [$___]		18%
Equal to or greater than [$___] but less than [$___]		20%
Equal to or greater than [$___] but less than [$___]		22%
Equal to or greater than [$___] but less than [$___]		24%
Equal to or greater than [$___] but less than [$___]		26%
Equal to or greater than [$___] but less than [$___]		28%
Equal to or greater than [$___] but less than [$___]		30%
Equal to or greater than [$___] but less than [$___]		32%
Equal to or greater than [$___] but less than [$___]		34%
Equal to or greater than [$___] but less than [$___]		36%
Equal to or greater than [$___] but less than [$___]		38%
Equal to or greater than [$___] but less than [$___]		40%
Equal to or greater than [$___] but less than [$___]		50%
Equal to or greater than [$___] but less than [$___]		60%
Equal to or greater than [$___] but less than [$___]		70%
Equal to or greater than [$___] but less than [$___]		80%
Equal to or greater than [$___] but less than [$___]		90%
Equal to or greater than [$___] but less than [$___]		100%

EXHIBIT B

HEALTH CARE PROPERTY INVESTORS, INC.

2000 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNITS

DISTRIBUTION ELECTION AND BENEFICIARY DESIGNATION FORM


Name: [ ]		Social Security No.:

In connection with your award of Performance Restricted Stock Units on [ , 200_] under the Health Care Property Investors, Inc. 2000 Stock Incentive Plan, as amended and/or restated from time to time (the “Plan”), you have the option of selecting the timing and form of payment of the shares of Common Stock underlying your vested Units.

Please complete this election form and return it to Edward J. Henning, the Company’s General Counsel and Corporate Secretary.

Deferral of Distribution Date

Unless you elect otherwise, the Distribution Date for your Units that vest will be the vesting date of such Units. You may elect a new Distribution Date with respect to your Units that vest by completing the information request below. Please note that, subject to the restrictions set forth below and in the Agreement, your new Distribution Date can take any of the following forms:

•

You may elect a date certain for your Distribution Date (e.g., January 1, 2010),

•

You may elect that your Distribution Date will be the date of your death or termination of employment, or

•

You may elect a Distribution Date that is the earlier of two dates/events (e.g., the earlier of January 1, 2010, or termination of your employment).

If you do not elect a Distribution Date by [ , 200 ], you will be deemed to have elected distribution of your vested Units on or as soon as administratively practical after the vesting date of your Units. If, after [ , 200 ], you want to change the Distribution Date with respect to any of your vested Units, your new election must be made at least one year prior to the then-existing Distribution Date and the new Distribution Date you elect must be at least five years after the then-existing Distribution Date. If your election to defer your Distribution Date is not timely, it will not be valid.

You acknowledge and understand that by electing a new Distribution Date, you are hereby revoking the then-existing Distribution Date. You further acknowledge and agree that the distribution of the shares of Common Stock underlying your Units may coincide with a period during which you are prohibited from selling, disposing or otherwise transferring

such shares pursuant to the Company’s Insider Trading Policy, or by law, and therefore, you may not be able to sell, dispose or otherwise transfer such shares to pay any sums required by federal, state or local tax law to be withheld with respect to the issuance of such shares.

I elect the following Distribution Date with respect to the shares of Common Stock underlying my Units: (Specify “Vesting Date” if you desire payment of the vested Units on or as soon as administratively practical after the vesting date of the Units. Otherwise, indicate the Distribution Date you elect. In all events your election is subject to the rules stated above (including, without limitation, the 5-year deferral requirement set forth above if you are electing a change on or after [ , 200 ]).

Form of Payment

Distribution of all of your vested Units will be made in shares of Common Stock in a lump sum on or as soon as practicable after the Distribution Date with respect to such Units. You may, however, elect at the time of your award to have vested Units distributed in the form of two or more annual installments over a fixed number of years. For example, if you elect to have your vested Units distributed in five equal installments, your vested Units will be distributed to you in five equal payments on or as soon as practicable after the Distribution Date and each of the first four anniversaries of the Distribution Date.

If you elect to have your vested Units distributed in installments, you must elect a number of equal annual installments which will result in a distribution of at least 1,000 shares of Common Stock per installment (otherwise, the number of installments you elected will be reduced by the Company to produce a distribution of at least 1,000 shares of Common Stock per installment). If you would like to change a form of distribution election you have made (or if you would like to make an initial form of distribution election in the event that you did not make such an election at the time of the award), your election must be made at least one year prior to the then-existing Distribution Date, and you must elect a new Distribution Date that is at least five years after the then-existing Distribution Date. If your election to defer your Distribution Date is not timely, it will not be valid. Furthermore, if you are changing an existing form of distribution election, your election change cannot result in an acceleration (within the meaning of Section 409A of the Code) of payments.

I elect the following number of annual installments with respect to the distribution of the shares of Common Stock underlying my Units: .

Beneficiary Designation

I hereby designate the following individual as beneficiary to receive distribution of my vested Units, if any, in the event of my death. Distribution of such vested Units will be in the form, and on the Distribution Date(s), in effect with respect to such vested Units as of the date of my death.

Beneficiary Information

Name:

(Please print) Last First Middle Initial

Sex: Relationship to Participant:

Social Security No.: Date of Birth:

Address:

City: State: Zip Code:

Please retain a copy of this Distribution Election Form for your records.




Signature:[ ]								Date Signed

EX-10.3 4 dex103.htm FORM OF FIVE YEAR INSTALLMENT VESTING Form of Five Year Installment Vesting

Exhibit 10.3

[Five Year Installment Vesting]

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

, Grantee:

As of the [ ] day of [ ] (the “Grant Date”), Health Care Property Investors, Inc., a Maryland corporation (the “Company”), pursuant to the Health Care Property Investors, Inc. 2000 Stock Incentive Plan, as amended and/or restated from time to time (the “Plan”), has granted to you, the Grantee named above, performance restricted stock units (the “Units”) with respect to shares of Common Stock on the terms and conditions set forth in this Performance Restricted Stock Unit Agreement (this “Agreement”) and the Plan. The Units are subject to adjustment as provided in Section 11(a) of the Plan. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan. The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) is the administrator of the Plan for purposes of your Units.

I. Forfeiture of Units.

(a) Forfeiture Based Upon Company Performance. Your Units will be paid only to the extent your Units are not forfeited pursuant to this Section I and only to the extent such non-forfeited Units vest pursuant to this Section I or Section II below. Your Units are subject to forfeiture if the Company’s Funds From Operations Per Share for the [ ] calendar year (the “Performance Period”) is less than [$ ]. If the Company’s Funds From Operations Per Share for the Performance Period is less than [$ ], the aggregate percentage of Units that you will forfeit will be determined in accordance with Exhibit A hereto. For purposes of this Agreement, “Funds From Operations Per Share” means the Company’s funds from operations per share during the Performance Period, as prescribed by the National Association of Real Estate Investment Trusts (NAREIT) as in effect on the first day of the Performance Period, and shall be calculated on a fully diluted basis using the weighted average of diluted shares of Common Stock outstanding during the Performance Period. Funds From Operations Per Share shall be calculated before taking into account any non-recurring charges incurred by the Company with respect to the Performance Period for (i) material strategic or financing transactions approved by the Board of Directors and (ii) impairments. The determination as to whether the Company has attained the performance goals with respect to the Performance Period shall be made by the Committee acting in good faith. The Committee’s determination regarding whether the Company has attained the performance goals (the “Committee Determination”) shall be made no later than 120 days following the end of the Performance Period. Your Units shall not be deemed vested pursuant to any other provision of this Agreement earlier than the date that the Committee makes such determination, as required by Section 162(m) of the Code and the regulations promulgated thereunder. Any Units forfeited pursuant to this Section I(a) shall be deemed to have been forfeited as of the last day of the Performance Period.

employment during the Performance Period, any Units not forfeited pursuant to subsection (a) shall fully vest as of the date of the Committee Determination.

(i) Your Units will remain outstanding during the remainder of the Performance Period and will be subject to forfeiture in the manner set forth in subsection (a) in the event of a Change in Control occurring during the Performance Period. In such event, any Units not forfeited pursuant to subsection (a) shall fully vest as of the date of the Committee Determination; provided, however, that except as otherwise provided in any change in control or other agreement with the Company, your Units shall not be so vested if and to the extent the Units are, in connection with the Change in Control, either to be assumed by the successor or survivor corporation (or parent thereof) or to be replaced with a comparable right with respect to shares of the capital stock of the successor or survivor corporation (or parent thereof), in each case appropriately adjusted. The determination of comparability of rights shall be made by the Committee in good faith. The Committee may adopt provisions to ensure that any such acceleration shall be conditioned upon the consummation of the contemplated Change in Control.

(ii) Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, take action to fully vest your Units immediately prior to, and subject to the consummation of, a Change in Control occurring during the Performance Period. Any Units that become vested in accordance with this subsection (c)(ii) shall not be subject to forfeiture in the manner set forth in subsection (a).

(d) Forfeiture of Units Upon Certain Terminations of Employment. If at any time during the Performance Period, your employment with the Company is terminated (i) by the Company, or (ii) by you, excluding any termination by reason of your Retirement, death or Disability, all of your Units shall be automatically forfeited and cancelled in full effective as of such termination of employment and this Agreement shall be null and void and of no further force and effect.

II. Vesting.

(a) Vesting of Non-Forfeited Units. You will have no further rights with respect to any Units that are forfeited in accordance with Section I. Subject to the terms and conditions of this Agreement, your Units that (i) are not forfeited in accordance with Section I and (ii) do not otherwise vest in accordance with Section I, if any, shall vest in accordance with the following schedule, subject to your continuous service to the Company until the applicable vesting date. (Vesting amounts pursuant to the following schedule are cumulative.)


Tranche	Percentage of Non-Forfeited Units that Vest	Vesting Date
1	20%	1st Anniversary of Grant Date
2	20%	2nd Anniversary of Grant Date


Tranche	Percentage of Non-Forfeited Units that Vest	Vesting Date
3	20%	3rd Anniversary of Grant Date
4	20%	4th Anniversary of Grant Date
5	20%	5th Anniversary of Grant Date

The vesting schedule requires continued employment through each applicable Vesting Date as a condition to vesting of the applicable Tranche and the corresponding rights and benefits under this Agreement. Unless otherwise expressly provided herein with respect to accelerated vesting of the Units under certain circumstances, employment for only a portion of a vesting period, even if a substantial portion, will not entitle you to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment as provided in this Agreement.

(c) Termination by Reason of Retirement Following the Performance Period. If at any time following the completion of the Performance Period, your employment with the Company is terminated as a result of your Retirement, your Units (to the extent not previously forfeited and otherwise unvested) shall fully vest immediately upon such termination of employment.

(d) No Acceleration or Vesting Upon Other Terminations. If at any time following the completion of the Performance Period, your employment with the Company is terminated (i) by the Company, or (ii) by you, excluding any termination by reason of your Retirement, death or Disability, any of your Units that remain outstanding and otherwise unvested at the time of such termination of employment shall be automatically forfeited and cancelled in full effective as of such termination of employment.

III. Change in Control Following the Performance Period.

(a) In the event of a Change in Control at any time following the completion of the Performance Period, your Units (to the extent not previously forfeited and otherwise unvested) shall vest immediately prior to the effective date of the Change in Control; provided, however, that except as otherwise provided in any change in control or other agreement with the Company, your Units shall not be so vested if and to the extent the Units are, in connection with the Change in Control, either to be assumed by the successor or survivor corporation (or parent

thereof) or to be replaced with a comparable right with respect to shares of the capital stock of the successor or survivor corporation (or parent thereof), in each case appropriately adjusted. The determination of comparability of rights shall be made by the Committee, and such determination, to the extent reasonable and made in good faith, shall be final, binding and conclusive. The Committee may make such reasonable determinations and adopt such rules and conditions as it, in good faith, deems appropriate in connection with such acceleration of vesting of your Units, including, but not by way of limitation, provisions to ensure that any such acceleration shall be conditioned upon the consummation of the contemplated Change in Control.

(i) Make the Units fully vested; or

(ii) Make any other reasonable adjustments or amendments to the Units or substitute new units on substantially similar terms.

IV. Timing and Form of Payment.

(a) Distribution Date. Unless you elect otherwise, the distribution date (the “Distribution Date”) for your Units that become vested pursuant to this Agreement will be the date that such Units vest; provided that in no event shall the Distribution Date occur earlier than the date of the Committee Determination. Distribution of your vested Units will be made by the Company in shares of Common Stock (on a one-to-one basis) on or as soon as practicable after the Distribution Date with respect to such vested Units. You will only receive distributions in respect of your vested Units and will have no right to distribution of your unvested Units unless and until such Units vest (and are not otherwise forfeited pursuant to Section I(a)). Once a vested Unit has been paid pursuant to this Agreement, you will have no further rights with respect to that Unit. You may, however, elect (a “Distribution Election”) to (A) defer your Distribution Date with respect to some or all of your vested Units and/or (B) have your vested Units distributed to you in annual installments as provided in Section IV(b), provided that such election complies with this Section IV. You may change your Distribution Election with respect to each Tranche (set forth in Section II(a) above) up to three times without the approval of the Committee, provided such Distribution Election is made in a timely manner. Any Distribution Elections with respect to a Tranche in addition to the three provided in the preceding sentence may only be made with the approval of the Committee, in its sole discretion. In order for a Distribution Election to be valid, it must be made at least one year prior to the then-existing Distribution Date with respect to the Units subject to such Distribution Election and the new Distribution Date must be at least five years after the then-existing Distribution Date with respect to such Units. Your Distribution Date with respect to any portion of your Units may not be prior to the earlier of the Vesting Date for such vested Units or the date of the Committee

Determination. Distribution Elections may only be made by delivering a written election to the Company care of its General Counsel in the form attached as Exhibit B hereto.

(b) Form of Distribution. Unless you elect otherwise, distribution of your vested Units with respect to any Tranche will be made in a lump sum on or as soon as practicable after your Distribution Date. You may, however, elect to have vested Units with respect to any Tranche distributed in the form of two or more annual installments over a fixed number of years, provided that each installment payment must be for a minimum of 1,000 shares of Common Stock. If you elect to have some or all of your vested Units underlying a Tranche distributed in annual installments, the first installment will be paid on or as soon as practicable after the Distribution Date with respect to such Tranche and subsequent installments will be paid on or as soon as practicable after each of the anniversaries of the Distribution Date with respect to such Tranche during your elected installment period. You may change an election you make pursuant to this Section IV(b) (or you may make an initial election in the event that you did not elect a form of payment at the time of your award and, accordingly, your Units were subject to the lump sum default payment rule) by filing a new written election with the Committee; provided that you must also elect a later Distribution Date pursuant to Section IV(a) as to any Units that are subject to such election and in no event may such an election result in an acceleration of distributions within the meaning of Section 409A of the Code. Distribution Elections may only be made by delivering a written election to the Company care of its General Counsel in the form attached as Exhibit B hereto.

forfeited pursuant to Sections I and II, effective as of the date such Units are forfeited. You will have no Dividend Equivalent Rights as of the record date of any such cash dividend in respect of any Units that have been paid in Common Stock; provided that you are the record holder of such Common Stock on or before such record date.

VI. Transferability. No benefit payable under, or interest in, the Units or this Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any such attempted action shall be void and no such benefit or interest shall be, in any manner, liable for, or subject to, your or your beneficiary’s debts, contracts, liabilities or torts; provided, however, nothing in this Section VI shall prevent transfer of your Units by will or by applicable laws of descent and distribution. You may designate a beneficiary to receive distribution of your vested Units upon your death by submitting a written beneficiary designation to the Committee in the form attached hereto as Exhibit B. You may revoke a beneficiary designation by submitting a new beneficiary designation.

VII. Withholding. You will be required to pay in cash or deduction from other compensation payable to you by the Company any sums required by federal, state or local tax law to be withheld with respect to the issuance, vesting or payment of Units and the payment of Dividend Equivalent Rights. At your election and in satisfaction of the foregoing requirement, the Company will withhold shares of Common Stock underlying the Units and otherwise issuable in accordance with this Agreement, in the manner prescribed by, and subject to the limitations of, Section 12 of the Plan, in satisfaction of such withholding obligations.

XI. Entire Agreement. This Agreement contains the entire understanding of the parties in respect of the Units and supersedes upon its effectiveness all other prior agreements and understandings between the parties with respect to the Units.


Very truly yours,

HEALTH CARE PROPERTY INVESTORS, INC.

By:
Name:
Title:


Accepted and Agreed, effective as of the date first written above.

By:
Name:

EXHIBIT A

PERFORMANCE GOALS


Funds From Operations Per Share	Aggregate Percentage Forfeited
[$___] or greater	0	%
Equal to or greater than [$___] but less than [$___]	2%
Equal to or greater than [$___] but less than [$___]	4%
Equal to or greater than [$___] but less than [$___]	6%
Equal to or greater than [$___] but less than [$___]	8%
Equal to or greater than [$___] but less than [$___]	10%
Equal to or greater than [$___] but less than [$___]	12%
Equal to or greater than [$___] but less than [$___]	14%
Equal to or greater than [$___] but less than [$___]	16%
Equal to or greater than [$___] but less than [$___]	18%
Equal to or greater than [$___] but less than [$___]	20%
Equal to or greater than [$___] but less than [$___]	22%
Equal to or greater than [$___] but less than [$___]	24%
Equal to or greater than [$___] but less than [$___]	26%
Equal to or greater than [$___] but less than [$___]	28%
Equal to or greater than [$___] but less than [$___]	30%
Equal to or greater than [$___] but less than [$___]	32%
Equal to or greater than [$___] but less than [$___]	34%
Equal to or greater than [$___] but less than [$___]	36%
Equal to or greater than [$___] but less than [$___]	38%
Equal to or greater than [$___] but less than [$___]	40%
Equal to or greater than [$___] but less than [$___]	50%
Equal to or greater than [$___] but less than [$___]	60%
Equal to or greater than [$___] but less than [$___]	70%
Equal to or greater than [$___] but less than [$___]	80%
Equal to or greater than [$___] but less than [$___]	90%
Equal to or greater than [$___] but less than [$___]	100%

Exhibit A

EXHIBIT B

HEALTH CARE PROPERTY INVESTORS, INC.

2000 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNITS

DISTRIBUTION ELECTION AND BENEFICIARY DESIGNATION FORM


Name:				Social Security No.:

In connection with your award of Performance Restricted Stock Units on [ , 200 ] under the Health Care Property Investors, Inc. 2000 Stock Incentive Plan, as amended and/or restated from time to time (the “Plan”), you have the option of selecting the timing and form of payment of the shares of Common Stock underlying your vested Units.

Please complete this election form and return it to Edward J. Henning, the Company’s General Counsel and Corporate Secretary.

Deferral of Distribution Date

Unless you elect otherwise, the Distribution Date for your Units that vest will be the vesting date of such Units; provided that in no event shall the Distribution date occur earlier than the date of the Committee Determination with respect to such Units. You may elect a new Distribution Date with respect to some or all of the Tranches by completing the deferral election grid below. Please note that, subject to the restrictions set forth below and in the Agreement, your new Distribution Date with respect to a Tranche can take any of the following forms:

•

You may elect a date certain for your Distribution Date (e.g., January 1, 2010),

•

You may elect that your Distribution Date will be the date of your death or termination of employment, or

•

You may elect a Distribution Date that is the earlier of two dates/events (e.g., the earlier of January 1, 2010, or termination of your employment).

If you do not elect a Distribution Date by [ , 200 ], you will be deemed to have elected distribution of your vested Units on or as soon as administratively practical after the applicable vesting date of your Units. If, after [ , 200 ], you want to change the Distribution Date with respect to any of your vested Units, your new election must be made at least one year prior to the then-existing Distribution Date and the new Distribution Date you elect must be at least five years after the then-existing Distribution Date. If your election to defer your Distribution Date is not timely, it will not be valid.

You acknowledge and understand that by electing a new Distribution Date with respect to one or more of the Tranches, you are hereby revoking the then-existing Distribution Date with respect to such Tranche(s). You further acknowledge and agree that the distribution of the shares of Common Stock underlying your Units may coincide with a period during

Exhibit B-1

which you are prohibited from selling, disposing or otherwise transferring such shares pursuant to the Company’s Insider Trading Policy, or by law, and therefore, you may not be able to sell, dispose or otherwise transfer such shares to pay any sums required by federal, state or local tax law to be withheld with respect to the issuance of such shares.


Tranche	Vesting Date	Distribution Date*
1	1^st Anniversary of Grant Date
2	2^nd Anniversary of Grant Date
3	3^rd Anniversary of Grant Date
4	4^th Anniversary of Grant Date
5	5^th Anniversary of Grant Date

Specify “Vesting Date” if you desire payment of the vested Units on or as soon as administratively practical after the vesting date of the Units. Otherwise, indicate the Distribution Date you elect. In all events your election is subject to the rules stated above (including, without limitation, the 5-year deferral requirement set forth above if you are electing a change on or after [ , 200 ]).

Form of Payment

Distribution of all of your vested Units underlying a Tranche will be made in shares of Common Stock in a lump sum on or as soon as practicable after the Distribution Date with respect to such Units. For example, all of your vested Units under Tranche 1 will be distributed to you on or as soon as practicable after the Vesting Date with respect to Tranche 1 (unless you elect a later Distribution Date as provided above). You may, however, elect at the time of your award to have vested Units with respect to any Tranche distributed in the form of two or more annual installments over a fixed number of years. For example, if you elect to have your vested Units underlying Tranche 1 distributed in five equal installments, your vested Units will be distributed to you in five equal payments on or as soon as practicable after the Distribution Date with respect to Tranche 1 and each of the first four anniversaries of the Distribution Date for Tranche 1.

If you elect to have any or all of your vested Units underlying a Tranche distributed in installments, you must elect a number of equal annual installments which will result in a distribution of at least 1,000 shares of Common Stock per installment with respect to such Tranche (otherwise, the number of installments you elected will be reduced by the Company to produce a distribution of at least 1,000 shares of Common Stock per installment). If you would like to change a form of distribution election you have made (or if you would like to make an initial form of distribution election in the event that you did not make such an election at the time of the award), your election must be made at least one year prior to the then-existing Distribution Date, and you must elect a new Distribution Date that is at least five years after the then-existing Distribution Date. If your election to defer your Distribution Date is not timely, it will not be valid. Furthermore, if you are

Exhibit B-2

changing an existing form of distribution election, your election change cannot result in an acceleration (within the meaning of Section 409A of the Code) of payments.


Tranche	Vesting Date	Number of Installments (Shares of Common Stock per Installment)
1	1^st Anniversary of Grant Date	( )
2	2^nd Anniversary of Grant Date	( )
3	3^rd Anniversary of Grant Date	( )
4	4^th Anniversary of Grant Date	( )
5	5^th Anniversary of Grant Date	( )

Beneficiary Designation

Beneficiary Information

Name:

(Please print) Last First Middle Initial

Sex: Relationship to Participant:

Social Security No.: Date of Birth:

Address:

City: State: Zip Code:

Please retain a copy of this Distribution Election Form for your records.




Signature								Date Signed

Exhibit B-3

EX-10.4 5 dex104.htm FORM OF CEO FIVE YEAR INSTALLMENT VESTING Form of CEO Five Year Installment Vesting

Exhibit 10.4

[CEO FIVE YEAR INSTALLMENT VESTING]

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT

[ ], Grantee:

As of the [ ] day of [ 200_] (the “Grant Date”), Health Care Property Investors, Inc., a Maryland corporation (the “Company”), pursuant to the Health Care Property Investors, Inc. 2000 Stock Incentive Plan, as amended and/or restated from time to time (the “Plan”), has granted to you, the Grantee named above, [ ] performance restricted stock units (the “Units”) with respect to [ ] shares of Common Stock on the terms and conditions set forth in this Performance Restricted Stock Unit Agreement (this “Agreement”) and the Plan. The Units are subject to adjustment as provided in Section 11(a) of the Plan. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Plan. The Compensation Committee (the “Committee”) of the Board of Directors of the Company (the “Board”) is the administrator of the Plan for purposes of your Units.

I. Forfeiture of Units.

(a) Forfeiture Based Upon Company Performance. Your Units will be paid only to the extent your Units are not forfeited pursuant to this Section I and only to the extent such non-forfeited Units vest pursuant to this Section I or Section II below. Your Units are subject to forfeiture if the Company’s Funds From Operations Per Share for the [ ] calendar year (the “Performance Period”) is less than [$ ]. If the Company’s Funds From Operations Per Share for the Performance Period is less than [$ ], the aggregate percentage of Units that you will forfeit will be determined in accordance with Exhibit A hereto. For purposes of this Agreement, “Funds From Operations Per Share” means the Company’s funds from operations per share during the Performance Period, as prescribed by the National Association of Real Estate Investment Trusts (NAREIT) as in effect on the first day of the Performance Period, and shall be calculated on a fully diluted basis using the weighted average of diluted shares of Common Stock outstanding during the Performance Period. Funds From Operations Per Share shall be calculated before taking into account any non-recurring charges incurred by the Company with respect to the Performance Period for (i) material strategic or financing transactions approved by the Board of Directors and (ii) impairments. The determination as to whether the Company has attained the performance goals with respect to the Performance Period shall be made by the Committee acting in good faith. The Committee’s determination regarding whether the Company has attained the performance goals (the “Committee Determination”) shall be made no later than 120 days following the end of the Performance Period. Your Units shall not be deemed vested pursuant to any other provision of this Agreement earlier than the date that the Committee makes such determination, as required by Section 162(m) of the Code and the regulations promulgated thereunder. Any Units forfeited pursuant to this Section I(a) shall be deemed to have been forfeited as of the last day of the Performance Period.

during the Performance Period, any Units not forfeited pursuant to subsection (a) shall fully vest as of the date of the Committee Determination.

(d) Change in Control during the Performance Period.

II. Vesting.

(a) Vesting of Non-Forfeited Units. You will have no further rights with respect to any Units that are forfeited in accordance with Section I. Subject to the terms and conditions of this Agreement, your Units that (i) are not forfeited in accordance with Section I and (ii) do not otherwise vest in accordance with Section I, if any, shall vest in accordance with the following schedule, subject to your continuous service to the Company until the applicable vesting date. (Vesting amounts pursuant to the following schedule are cumulative.)


Tranche	Percentage of Non Forfeited Units that Vest	Vesting Date
1	20%	1st Anniversary of Grant Date
2	20%	2nd Anniversary of Grant Date
3	20%	3rd Anniversary of Grant Date
4	20%	4th Anniversary of Grant Date
5	20%	5th Anniversary of Grant Date

III. Change in Control Following the Performance Period.

(i) Make the Units fully vested; or

(ii) Make any other reasonable adjustments or amendments to the Units or substitute new units on substantially similar terms.

IV. Timing and Form of Payment.

(a) Distribution Date. Unless you elect otherwise, the distribution date (the “Distribution Date”) for your Units that become vested pursuant to this Agreement will be the date that such Units vest; provided that in no event shall the Distribution Date occur earlier than the date of the Committee Determination. Distribution of your vested Units will be made by the Company in shares of Common Stock (on a one-to-one basis) on or as soon as practicable after the Distribution Date with respect to such vested Units. You will only receive distributions in respect of your vested Units and will have no right to distribution of your unvested Units unless and until such Units vest (and are not otherwise forfeited pursuant to Section I(a)). Once a vested Unit has been paid pursuant to this Agreement, you will have no further rights with respect to that Unit. You may, however, elect (a “Distribution Election”) to (A) defer your Distribution Date with respect to some or all of your vested Units and/or (B) have your vested Units distributed to you in annual installments as provided in Section IV(b), provided that such election complies with this Section IV. You may change your Distribution Election with respect to each Tranche (set forth in Section II(a) above) up to three times without the approval of the Committee, provided such Distribution Election is made in a timely manner. Any Distribution Elections with respect to a Tranche in addition to the three provided in the preceding sentence may only be made with the approval of the Committee, in its sole discretion. In order for a

Distribution Election to be valid, it must be made at least one year prior to the then-existing Distribution Date with respect to the Units subject to such Distribution Election and the new Distribution Date must be at least five years after the then-existing Distribution Date with respect to such Units. Your Distribution Date with respect to any portion of your Units may not be prior to the earlier of the Vesting Date for such vested Units or the date of the Committee Determination. Distribution Elections may only be made by delivering a written election to the Company care of its General Counsel in the form attached as Exhibit B hereto.

V. Dividend Equivalent Rights. During such time as each Unit remains outstanding and prior to the distribution of such Unit in accordance with Section IV, you will have the right

to receive, in cash, with respect to such Unit, the amount of any cash dividend paid on a share of Common Stock (a “Dividend Equivalent Right”). You will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date of such dividend. Dividend Equivalent Rights will be paid to you at the same time dividends are paid to stockholders of the Company. Dividend Equivalent Rights will not be paid to you with respect to any Units that are forfeited pursuant to Sections I and II, effective as of the date such Units are forfeited. You will have no Dividend Equivalent Rights as of the record date of any such cash dividend in respect of any Units that have been paid in Common Stock; provided that you are the record holder of such Common Stock on or before such record date.

VI. Transferability. No benefit payable under, or interest in, the Units or this Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any such attempted action shall be void and no such benefit or interest shall be, in any manner, liable for, or subject to, your or your beneficiary’s debts, contracts, liabilities or torts; provided, however, nothing in this Section VI shall prevent transfer of your Units by will or by applicable laws of descent and distribution. You may designate a beneficiary to receive distribution of your vested Units upon your death by submitting a written beneficiary designation to the Committee in the form attached hereto as Exhibit B. You may revoke a beneficiary designation by submitting a new beneficiary designation.

the event of any discrepancy between this Agreement and the Employment Agreement, the Employment Agreement shall control.

Very truly yours,


HEALTH CARE PROPERTY INVESTORS, INC.

By:
Name:
Title:

And:
Name:
Title:


Accepted and Agreed, effective as of the date first written above.

By:
Name:		[ ]

[CEO FIVE YEAR INSTALLMENT VESTING]

EXHIBIT A

PERFORMANCE GOALS


Funds From Operations Per Share		Aggregate Percentage Forfeited
[$___] or greater		0%
Equal to or greater than [$___] but less than [$___]		2%
Equal to or greater than [$___] but less than [$___]		4%
Equal to or greater than [$___] but less than [$___]		6%
Equal to or greater than [$___] but less than [$___]		8%
Equal to or greater than [$___] but less than [$___]		10%
Equal to or greater than [$___] but less than [$___]		12%
Equal to or greater than [$___] but less than [$___]		14%
Equal to or greater than [$___] but less than [$___]		16%
Equal to or greater than [$___] but less than [$___]		18%
Equal to or greater than [$___] but less than [$___]		20%
Equal to or greater than [$___] but less than [$___]		22%
Equal to or greater than [$___] but less than [$___]		24%
Equal to or greater than [$___] but less than [$___]		26%
Equal to or greater than [$___] but less than [$___]		28%
Equal to or greater than [$___] but less than [$___]		30%
Equal to or greater than [$___] but less than [$___]		32%
Equal to or greater than [$___] but less than [$___]		34%
Equal to or greater than [$___] but less than [$___]		36%
Equal to or greater than [$___] but less than [$___]		38%
Equal to or greater than [$___] but less than [$___]		40%
Equal to or greater than [$___] but less than [$___]		50%
Equal to or greater than [$___] but less than [$___]		60%
Equal to or greater than [$___] but less than [$___]		70%
Equal to or greater than [$___] but less than [$___]		80%
Equal to or greater than [$___] but less than [$___]		90%
Equal to or greater than [$___] but less than [$___]		100%

Exhibit A-1

[CEO FIVE YEAR INSTALLMENT VESTING]

EXHIBIT B

HEALTH CARE PROPERTY INVESTORS, INC.

2000 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNITS

DISTRIBUTION ELECTION AND BENEFICIARY DESIGNATION FORM


Name: [ ]		Social Security No.:

Please complete this election form and return it to Edward J. Henning, the Company’s General Counsel and Corporate Secretary.

Deferral of Distribution Date

Unless you elect otherwise, the Distribution Date for your Units that vest will be the vesting date of such Units; provided that in no event shall the Distribution Date occur earlier than the date of the Committee Determination with respect to such Units. You may elect a new Distribution Date with respect to some or all of the Tranches by completing the deferral election grid below.

Please note that, subject to the restrictions set forth below and in the Agreement, your new Distribution Date with respect to a Tranche can take any of the following forms:

•

You may elect a date certain for your Distribution Date (e.g., January 1, 2010),

•

You may elect that your Distribution Date will be the date of your death or termination of employment, or

•

You may elect a Distribution Date that is the earlier of two dates/events (e.g., the earlier of January 1, 2010, or termination of your employment).

Exhibit B-1


Tranche	Vesting Date	Distribution Date*

1	1^st Anniversary of Grant Date

2	2^nd Anniversary of Grant Date

3	3^rd Anniversary of Grant Date

4	4^th Anniversary of Grant Date

5	5^th Anniversary of Grant Date

Form of Payment

Exhibit B-2

changing an existing form of distribution election, your election change cannot result in an acceleration (within the meaning of Section 409A of the Code) of payments.


Tranche	Vesting Date	Number of Installments (Shares of Common Stock per Installment)
1	1^st Anniversary of Grant Date	( )
2	2^nd Anniversary of Grant Date	( )
3	3^rd Anniversary of Grant Date	( )
4	4^th Anniversary of Grant Date	( )
5	5^th Anniversary of Grant Date	( )

Beneficiary Designation

Beneficiary Information

Name:

(Please print) Last First Middle Initial

Sex: Relationship to Participant:

Social Security No.: Date of Birth:

Address:

City: State: Zip Code:

Please retain a copy of this Distribution Election Form for your records.




Signature:[ ]								Date Signed

Exhibit B-3

EX-10.5 6 dex105.htm AMENDMENT NO.1 TO THE EMPLOYMENT AGREEMENT Amendment No.1 to the Employment Agreement

Exhibit 10.5

AMENDMENT NO. 1 to the Employment Agreement dated as of October , 2003 (the “Agreement”) by and between HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (“HCPI”), and CHARLES A. ELCAN (the “Executive”).

A. HCPI and Executive desire to amend the Agreement as set forth herein; and

B. Except as set forth herein, the parties intend the Agreement to continue in effect in accordance with its current terms.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree to amend the Agreement as follows:

1. Section 3(b) of the Agreement is hereby deleted and the following substituted therefor:

(b) Annual Incentive Plan Bonus. Effective for all years beginning after December 31, 2004, the Executive shall be eligible to receive an annual bonus in the amount, and on such terms and conditions, as are determined by the Compensation Committee of HCPI in its sole and absolute discretion. HCPI shall pay the Executive an annual bonus of $475,000 for 2004, which the Executive acknowledges and agrees discharges in full any and all of HCPI’s obligations under Section 3(b)(ii) of the Agreement as in effect immediately prior to this Amendment No. 1. Any bonus payable under this Section 3(b) shall be paid within 2.5 months of the end of the calendar year during which such bonus is earned. The Executive acknowledges that these modifications to Section 3(b) shall not be considered to be a breach of this Agreement or to constitute “Good Reason” under the Agreement.

2. Section 3(e)(i) is hereby amended by deleting “(but HCPI shall separately pay and deductible or co-payment amounts)” therefrom.

3. A new Section 5(f) is hereby added as follows:

(f) Section 409A. To the extent Executive would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as a result of any provision of this Agreement, such provision shall be deemed amended to the minimum extent necessary to avoid application of such tax and the parties shall execute any amendment reasonably necessary to implement this Section 5(f). Whether or not any amendment is executed by the parties, Executive agrees that any modification required by this Section 5(f) shall not be considered to be a breach of this Agreement or to constitute “Good Reason” under this Agreement.

4. Except as otherwise provided herein, the Agreement continues in full force and effect in accordance with its current terms.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 as of this 2^nd day of February, 2005.


HEALTH CARE PROPERTY INVESTORS, INC.

By		/s/ Edward J. Henning
Its		Senior Vice President, General Counsel and Corporate Secretary

EXECUTIVE

/s/ Charles A. Elcan
Charles A. Elcan

-----END PRIVACY-ENHANCED MESSAGE-----