0001104659-05-051311 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 1st, 2005 • Health Care Property Investors Inc • Real estate investment trusts • Maryland

This INDEMNIFICATION AGREEMENT is made this day of , 2005 (“Agreement”), by and between HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the “Company”), and (“Indemnitee”).

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EMPLOYMENT AGREEMENT
Employment Agreement • November 1st, 2005 • Health Care Property Investors Inc • Real estate investment trusts • California

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of October 26, 2005 (the “Effective Date”) by and between HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (together with its successors and assigns, “Corporation”), and JAMES F. FLAHERTY III (“Officer”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 1st, 2005 • Health Care Property Investors Inc • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of October 19, 2005, is entered into by and between Health Care Property Investors, Inc., a Maryland corporation (the “Company”), and the parties identified on the signature page hereof as a “Unitholder” (each, a “Unitholder” and collectively the “Unitholders”).

TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/TENNESSEE, LLC AND NEW MEMBER JOINDER AGREEMENT
Limited Liability Company Agreement • November 1st, 2005 • Health Care Property Investors Inc • Real estate investment trusts

THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HCPI/TENNESSEE, LLC AND NEW MEMBER JOINDER AGREEMENT (this “Amendment”) is made effective as of the 19 day of October, 2005 (the “Effective Date”) by and among HEALTH CARE PROPERTY INVESTORS, INC., a Maryland corporation (the “Managing Member”), HCPI/TENNESSEE, LLC, a Delaware limited liability company (the “Company”) and A. Daniel Weyland, an individual (“New Member”).

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • November 1st, 2005 • Health Care Property Investors Inc • Real estate investment trusts • California

As of the 26th day of October 2005 (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, 58,500 restricted stock units (the “Units”) with respect to 58,500shares of Common Stock on the terms and conditions set forth in this 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.

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