0001193125-08-223020 Sample Contracts

CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • November 3rd, 2008 • Nationwide Health Properties Inc • Real estate investment trusts • California

This CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into this day of , 200 , by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), and (the “Executive”). This Agreement shall amend and restate the prior Change in Control Agreement between the Company and the Executive, dated as of [ , 200 ] (the “Prior Agreement”).

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SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Douglas M. Pasquale)
Employment Agreement • November 3rd, 2008 • Nationwide Health Properties Inc • Real estate investment trusts • California

This Second Amended and Restated Employment Agreement, effective as of October 28, 2008 (the “Agreement”), hereby amends and restates that certain amended and restated employment agreement dated as of April 23, 2007 (the “First Amended and Restated Agreement”), by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Company”) and Douglas M. Pasquale (the “Executive”), with reference to the following:

NATIONWIDE HEALTH PROPERTIES, INC. STOCK APPRECIATION RIGHTS AWARD AGREEMENT
Stock Appreciation Rights Award Agreement • November 3rd, 2008 • Nationwide Health Properties Inc • Real estate investment trusts • Maryland

THIS STOCK APPRECIATION RIGHTS AWARD AGREEMENT (this “Award Agreement”) dated [ ] by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Corporation”), and [ ] (the “Participant”) evidences the award (the “Award”) granted by the Corporation to the Participant of the number of stock appreciation rights (the “SARs”) first set forth below.

NATIONWIDE HEALTH PROPERTIES, INC. DEFERRED COMPENSATION PLAN Deferred Compensation Election and Agreement
Deferred Compensation Agreement • November 3rd, 2008 • Nationwide Health Properties Inc • Real estate investment trusts

This Deferred Compensation Election and Agreement is entered into this day of [ ] 2008, between Nationwide Health Properties (the “Employer”), and [ ] (the “Participant”). The parties hereto agree as follows:

NATIONWIDE HEALTH PROPERTIES, INC.
Performance Share Award Agreement • November 3rd, 2008 • Nationwide Health Properties Inc • Real estate investment trusts • Maryland

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “Agreement”) dated _____________________ by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Corporation”), and ___________________________ (the “Participant”) evidences the award of Performance Shares (the “Award”) granted by the Corporation to the Participant as to the number of performance shares (the “Performance Shares”) first set forth below.

NATIONWIDE HEALTH PROPERTIES, INC. STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • November 3rd, 2008 • Nationwide Health Properties Inc • Real estate investment trusts • Maryland

THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ , 200 ] by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Corporation”), and [ ] (the “Participant”).

NATIONWIDE HEALTH PROPERTIES, INC. DEFERRED COMPENSATION PLAN Form of Amended and Restated Deferred Compensation Election and Agreement
Deferred Compensation Agreement • November 3rd, 2008 • Nationwide Health Properties Inc • Real estate investment trusts

This amended and restated deferred compensation election and agreement, effective as of [ ], 2008, hereby amends and restates any and all prior deferred compensation election and agreements that covered compensation earned by you and payable to you by Nationwide Health Properties, Inc., a Maryland corporation (the “Employer”) (collectively, the “Prior Agreements”), by and between the Employer and [ ] (the “Participant”), with reference to the following:

NATIONWIDE HEALTH PROPERTIES, INC. STOCK UNIT AWARD AGREEMENT
Stock Unit Award Agreement • November 3rd, 2008 • Nationwide Health Properties Inc • Real estate investment trusts • Maryland

THIS STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of [ , 200 ] by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Corporation”), and [ ] (the “Participant”).

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