0001104659-14-056632 Sample Contracts

HCP, INC. NEO ANNUAL LTIP RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 5th, 2014 • Hcp, Inc. • Real estate investment trusts • Maryland

THIS NEO ANNUAL LTIP RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ ], 20 (the “Award Date”) by and between HCP, Inc., a Maryland corporation (the “Corporation”), and [ ] (the “Participant”).

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCP DR CALIFORNIA II, LLC, a Delaware limited liability company Dated as of June 1, 2014
Limited Liability Company Agreement • August 5th, 2014 • Hcp, Inc. • Real estate investment trusts • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT is made and entered into as of June 1, 2014, by and among HCP, Inc., a Maryland corporation (the “HCP”), and OakmontSL of Chino Hills L.P., a California limited partnership (the “Contributor”), and the Persons whose names are set forth on Exhibit A attached hereto as “Non-Managing Members,” for the purpose of forming HCP DR California II, LLC, a Delaware limited liability company (the “Company”).

MASTER CONTRIBUTION AND TRANSACTIONS AGREEMENT BY AND BETWEEN HCP, INC. AND BROOKDALE SENIOR LIVING INC. April 23, 2014
Master Contribution and Transactions Agreement • August 5th, 2014 • Hcp, Inc. • Real estate investment trusts • Delaware

THIS MASTER CONTRIBUTION AND TRANSACTIONS AGREEMENT (this “Agreement”) is made and entered into as of April 23, 2014 (the “Effective Date”), by and between HCP, INC., a Maryland corporation (“HCP”), and BROOKDALE SENIOR LIVING INC., a Delaware corporation (“Brookdale”). Each of HCP and Brookdale shall sometimes be referred to herein as a “Party” and collectively, as the “Parties”.

HCP, INC. 2014 PERFORMANCE INCENTIVE PLAN CEO 3-YEAR LTIP RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 5th, 2014 • Hcp, Inc. • Real estate investment trusts • Maryland

THIS CEO 3-YEAR LTIP RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ ], 20 (the “Award Date”) by and between HCP, Inc., a Maryland corporation (the “Corporation”), and [ ] (the “Participant”).

HCP, INC. NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • August 5th, 2014 • Hcp, Inc. • Real estate investment trusts • Maryland

THIS NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ ], 20 (the “Award Date”) by and between HCP, Inc., a Maryland corporation (the “Corporation”), and [ ] (the “Director”).

HCP, INC. CEO ANNUAL LTIP OPTION AGREEMENT
Annual Ltip Option Agreement • August 5th, 2014 • Hcp, Inc. • Real estate investment trusts • Maryland

THIS CEO ANNUAL LTIP OPTION AGREEMENT (this “Agreement”) is dated as of [ ], 20 (the “Award Date”) by and between HCP, Inc., a Maryland corporation (the “Corporation”), and [ ] (the “Grantee”).

HCP, INC. NEO ANNUAL LTIP OPTION AGREEMENT
Neo Annual Ltip Option Agreement • August 5th, 2014 • Hcp, Inc. • Real estate investment trusts • Maryland

THIS NEO ANNUAL LTIP OPTION AGREEMENT (this “Agreement”) is dated as of [ ], 20 (the “Award Date”) by and between HCP, Inc., a Maryland corporation (the “Corporation”), and [ ] (the “Grantee”).

HCP, INC. NON-NEO OPTION AGREEMENT
Non-Neo Option Agreement • August 5th, 2014 • Hcp, Inc. • Real estate investment trusts • Maryland

THIS NON-NEO OPTION AGREEMENT (this “Agreement”) is dated as of [ ], 20 (the “Award Date”) by and between HCP, Inc., a Maryland corporation (the “Corporation”), and [ ] (the “Grantee”).

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