0001193125-05-018735 Sample Contracts

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
Performance Restricted Stock Unit Agreement • February 3rd, 2005 • Health Care Property Investors Inc • Real estate investment trusts • California

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.

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PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT
Performance Restricted Stock Unit Agreement • February 3rd, 2005 • Health Care Property Investors Inc • Real estate investment trusts • California

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.

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