0001104659-08-027521 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 29th, 2008 • Hcp, Inc. • Real estate investment trusts • California

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2008 by and between HCP, Inc. (formerly known as Health Care Property Investors, Inc.), a Maryland corporation (together with its successors and assigns, “Corporation”), and JAMES F. FLAHERTY III (“Officer”).

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HEALTH CARE PROPERTY INVESTORS, INC. AMENDED AND RESTATED STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • April 29th, 2008 • Hcp, Inc. • Real estate investment trusts • Maryland

THIS AMENDED AND RESTATED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of April 24, 2008 by and between HCP, Inc. (formerly known as Health Care Property Investors, Inc.), a Maryland corporation (together with its successors and assigns, the “Corporation”), and James F. Flaherty III (the “Executive”).

HEALTH CARE PROPERTY INVESTORS, INC.
Performance Restricted Stock Unit Agreement • April 29th, 2008 • Hcp, Inc. • Real estate investment trusts • Maryland

As of the [ ] day of [ 2007] (the “Grant Date”), HCP, Inc. (formerly known as Health Care Property Investors, Inc.), a Maryland corporation (the “Company”), pursuant to the Health Care Property Investors, Inc. 2006 Performance 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 7.1 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.

HEALTH CARE PROPERTY INVESTORS, INC.
Performance Restricted Stock Unit Agreement • April 29th, 2008 • Hcp, Inc. • Real estate investment trusts • Maryland

As of the [ ] day of [ 2007] (the “Grant Date”), HCP, Inc. (formerly known as Health Care Property Investors, Inc.), a Maryland corporation (the “Company”), pursuant to the Health Care Property Investors, Inc. 2006 Performance 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 7.1 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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