Exhibit 10.2





Exhibit 10.2




NATIONWIDE HEALTH PROPERTIES, INC.




2005 PERFORMANCE INCENTIVE PLAN




[FORM OF] STOCK OPTION AGREEMENT




THIS STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of this [          ]
day of [          ], [          ] (the “Date of Grant”) between NATIONWIDE HEALTH PROPERTIES, INC., a
Maryland corporation (hereinafter called the “Corporation”), and [          ] (the
“Optionee”).



WHEREAS, the Corporation desires to carry out the purpose of the Nationwide Health Properties,
Inc. 2005 Performance Incentive Plan (the “Plan”) by providing the Optionee an opportunity to
purchase shares of the Corporation’s $0.10 par value Common Stock and to receive dividend
equivalents, all upon the terms and conditions hereinafter set forth;



NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other
good and valuable consideration, the parties hereto have agreed, and do hereby agree, as follows:




	1.	 	Definitions. Capitalized terms used but not defined herein shall have their
respective meanings as set forth in the Plan. As used herein, the following terms shall have
the following meanings:






	 	(a)	 	“Acceleration Event” shall mean the dissolution of the Corporation or other
event described in Section 7.1 of the Plan (which generally covers certain mergers or
similar reorganizations) that the Corporation does not survive (or does not survive as
a public company in respect of its Common Stock) or a Change in Control Event.






	 	(b)	 	“Administrator” shall mean the Administrator as defined in Section 3.1 of the
Plan.






	 	(c)	 	“Board” shall mean the Board of Directors of the Corporation.




 


 









 











	 	(d)	 	“Change in Control” shall mean a change in control of the Corporation of a
nature that would be required to be reported in response to Item 6(e) of Schedule 14A,
Regulation 240.14a-101, promulgated under the Securities Exchange Act of 1934, or, if
Item 6(e) is no longer in effect, any regulation issued by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934
which serves similar purposes; provided that, without limitation, a Change in
Control shall be deemed to have occurred if and when (a) any “person” (as such term
is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or
becomes a beneficial owner, directly or indirectly, of securities of the Corporation
representing fifty percent (50%) or more of the combined voting power of the
Corporation’s then outstanding securities, or (b) a majority of the members of the
Board immediately prior to a meeting of the shareholders of the Corporation
involving the election of directors are not Continuing Directors following such
election.






	 	(e)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended.






	 	(f)	 	“Common Stock” shall mean shares of the Corporation’s common stock, $.10 par
value, subject to adjustment pursuant to Section 9 hereunder.






	 	(g)	 	“Compensation Committee” shall mean the Compensation Committee of the Board.






	 	(h)	 	“Continuing Directors” shall mean, as of any date of determination, any member
of the Board who: (a) was a member of the Board on the date hereof; or (b) was
nominated for election or elected to the Board with the approval of a majority of the
Continuing Directors who were members of the Board at the time of such nomination or
election.






	 	(i)	 	“Disability” or “Disabled” shall mean the Optionee has become permanently and
totally unable to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be expected to result in
Optionee’s death, or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months.






	 	(j)	 	“Dividend Equivalent” shall mean the additional right of the Optionee to
receive for each Dividend Equivalent an amount equal to the actual dividend declared
per share of Common Stock while such right is outstanding with such amount to be
credited to the Optionee as of the dividend payment date.






	 	(k)	 	“Incentive Stock Option” shall mean an Option designated as such by the
Administrator at the time of grant pursuant to Section 2 hereof and which is an
“incentive stock option” within the meaning of Section 422 of the Code.






	 	(l)	 	“Non-Qualified Stock Option” shall mean an Option which is not an Incentive
Stock Option.




 


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	 	(m)	 	“Option” or “Stock Option” shall mean the right to purchase shares of Common
Stock pursuant to Section 2 of this Agreement.






	 	(n)	 	“Option Price” shall mean the purchase price per share of Common Stock
hereunder.






	 	(o)	 	“Option Shares” shall mean Common Stock covered by and subject to any
outstanding unexercised Option granted pursuant to this Agreement.






	 	(p)	 	“Optionee” shall mean the person named above to whom an Option has been granted
pursuant to this Agreement.






	 	(q)	 	“Plan” shall refer to Nationwide Health Properties, Inc. 2005 Performance
Incentive Plan, pursuant to which this Agreement is being executed.






	 	(r)	 	“Retirement” shall mean a termination of employment or services by the Optionee
that occurs both (a) upon or after the Optionee’s attainment of age 60 and (b) upon or
after the Optionee’s completion of ten (10) years of service to the Corporation or its
Subsidiaries (such years of service determined in accordance with the rules for
determining years of service under the Corporation’s 401(k) plan).






	2.	 	Grant of Option. The Corporation hereby irrevocably grants to the Optionee the
Option to purchase all or any part of that number of Option Shares which is set forth on
Exhibit A hereto (such number being subject to adjustment as provided in Section 9
hereof) on the terms and conditions set forth herein, said Option to be designated as
Incentive Stock Options and/or Non-Qualified Stock Options as set forth on Exhibit A
hereto.






	3.	 	Exercise Price. The exercise price of the Option Shares covered by the Option
granted pursuant to this Agreement shall be that price which is set forth on Exhibit A
hereto.






	4.	 	Terms of Option.






	 	(a)	 	Option Period. The Option and all rights and obligations thereunder
shall expire ten (10) years from the date of this Agreement, and each Option shall be
subject to earlier termination as provided elsewhere herein. Except as otherwise
provided elsewhere herein, if the Optionee shall not in any given period exercise any
part of the Option which has become exercisable during that period, the Optionee’s
right to exercise such part of the Option shall continue until expiration of the
Option, or part thereof, as provided herein.




 


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	 	(b)	 	Exercise. Except as otherwise expressly provided in this Agreement,
each Option shall vest and be exercisable as follows: one-third of the Option shall
vest on each of the first, second and third anniversaries of the Date of Grant. No
Option, or part thereof, shall be exercisable except with respect to whole shares of
Common Stock, and fractional share interests shall be disregarded except that they may
be accumulated.






	 	(c)	 	Notice and Payment. This Option may be exercised, in whole or in part,
by means of any online broker-assisted exercise procedure approved by the
Administrator, or by delivery of a written notice of exercise to the Corporation in
such form as may be approved by the Administrator from time to time specifying the
number of Option Shares with respect to which the Option is being exercised, together
with concurrent payment in full of the exercise price which may be made (i) in cash or
by check, (ii) to the extent permitted by applicable law, by means of any cash or
cashless exercise procedure either through the use of a brokerage arrangement approved
by the Administrator or through withholding of Common Stock otherwise issuable upon
exercise of the Option in an amount sufficient to pay the aggregate Option exercise
price of the Common Stock as to which such Option shall be exercised and/or the minimum
statutory withholding taxes with respect thereto, (iii) in Common Stock of the
Corporation which, when added to the cash payment, if any, has an aggregate fair market
value (as determined under the Plan) equal to the full amount of the exercise price of
the Option, or part thereof, then being exercised, or (iv) any combination of the
foregoing. The date of exercise shall be deemed to be the date the Corporation
receives the notice. If the Option is being exercised by any person or persons other
than the Optionee, said notice shall be accompanied by proof, satisfactory to the
counsel for the Corporation, of the right of such person or persons to exercise the
Option. The Corporation’s receipt of a notice of exercise without concurrent receipt
of the full amount of the exercise price shall not be deemed an exercise of the Option
by the Optionee, and the Corporation shall have no obligation to the Optionee for any
Option Shares unless and until full payment of the exercise price is received by the
Corporation and all of the terms and provisions of this Agreement have been fully
complied with. Payment by the Optionee as provided herein shall be made in full
concurrently with the Optionee’s notification to the Corporation of his or her
intention to exercise all or part of the Option. If all or any part of a payment is
made in shares of Common Stock as heretofore provided, such payment shall be deemed to
have been made only upon receipt by the Corporation of all required share certificates,
and all stock powers and all other required transfer documents necessary to transfer
the shares of Common Stock to the Corporation.






	 	(d)	 	Compliance With Law. No shares of Common Stock shall be issued upon
exercise of the Option, and the Optionee shall have no right or claim to such shares,
unless and until: (i) payment in full has been received by the Corporation; (ii) in the
opinion of the counsel for the Corporation, all applicable requirements of law and of
regulatory bodies having jurisdiction over such issuance and
delivery have been fully complied with; and (iii) if required by federal or state
law or regulation, the Optionee shall have paid to the Corporation the amount, if
any, required to be withheld on the amount deemed to be compensation to the Optionee
as a result of the exercise of his or her Option, or made other arrangements
satisfactory to the Corporation, in its sole discretion, to satisfy applicable
income tax withholding requirements.




 


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	5.	 	Designation of Incentive Stock Options, Notice of Disqualifying Disposition. If the
Administrator has designated the Option herein granted, or part thereof, as Incentive Stock
Options, said designation shall be indicated on Exhibit A hereto. To the extent this
Option is an Incentive Stock Option, if the Optionee sells or otherwise disposes of any of the
Common Stock shares acquired pursuant to the Incentive Stock Option on or before the later of
(i) the date two (2) years after the Date of Grant, and (ii) the date one (1) year after the
date of exercise of this Option, then the Optionee shall immediately notify the Corporation in
writing of such disposition.






	6.	 	Non-Qualified Stock Options. The Option herein granted, or part thereof, shall be
deemed Non-Qualified Stock Options under this Agreement if the Option Shares subject to said
Option: (i) are designated at the time of grant as Incentive Stock Options but do not so
qualify under the provisions of Section 422 of the Code, or any regulations or rulings issued
by the Internal Revenue Service or under any provisions of the Plan for any reason; or (ii)
are designated at the time of grant on Exhibit A hereto as Non-Qualified Stock
Options.






	7.	 	Dividend Equivalents. The Corporation hereby irrevocably grants to the Optionee the
right to receive Dividend Equivalents on the terms and conditions set forth herein. The
Dividend Equivalents shall be based on the dividends declared on the Corporation’s Common
Stock and shall be credited and payable as of the dividend payment dates (and in no event
later than sixty (60) days following such dividend payment dates) that occur during the period
commencing on the first dividend payment date after the Date of Grant and terminating
(regardless of whether or when such Option is exercised) on the third (3rd)
anniversary of the Date of Grant, subject to earlier termination as set forth in this
Agreement. The Dividend Equivalents shall be payable in cash and subject to such conditions
as may be determined by the Administrator.






	8.	 	Non-transferability. Except as provided elsewhere in this Agreement or in the Plan,
each Option and each Dividend Equivalent shall, by its terms, be nontransferable by the
Optionee other than by will or the laws of descent and distribution, or pursuant to a
qualified domestic relations order as defined by the Code, or Title I of the Employee
Retirement Income Security Act, or the rules thereunder. Incentive Stock Options shall be
exercisable during the lifetime of the Optionee only by the Optionee.




 


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	9.	 	Adjustment Upon Changes in Capitalization. If the outstanding shares of Common Stock
of the Corporation are increased, decreased, or changed into or exchanged for a different
number or kind of shares or securities of the Corporation, through a reorganization, merger,
recapitalization, reclassification, stock split, stock dividend, stock consolidation, or
otherwise, without consideration to the Corporation, or if there is a spin-off or other
distribution of stock or property with respect to the holders of the Common Stock other than
normal cash dividends, an appropriate and proportionate adjustment shall be made in the number
and kind of shares as to which Stock Options may be granted. A corresponding adjustment
changing the number or kind of Option Shares and the exercise prices per share allocated to
unexercised Stock Options, or portions thereof, which shall have been granted prior to any
such change, shall likewise be made. Such adjustments shall be made without change in the
total price applicable to the unexercised portion of the Stock Option, but with a
corresponding adjustment in the price of each share subject to the Stock Option. An
appropriate adjustment shall also be made under this paragraph to the number of Dividend
Equivalents. Adjustments under this Section shall be made by the Administrator, whose
determination as to what adjustments shall be made, and the extent thereof, shall be final and
conclusive. No fractional shares of stock shall be issued or made available hereunder on
account of such adjustments, and fractional share interests shall be disregarded, except that
they may be accumulated.






	10.	 	Continuation of Employment/Service Required; No Employment/Service Commitment.
Except as otherwise expressly provided in this Agreement, the vesting schedule requires
continued employment or service through each applicable vesting date as a condition to the
vesting of the applicable installment of the Options and the rights and benefits under this
Agreement; and employment or service for only a portion of any vesting period, even if a
substantial portion, will not entitle the Optionee to any proportionate vesting or avoid or
mitigate a termination of rights and benefits upon or following a termination of employment or
services as provided in this Agreement or under the Plan for such vesting period (or for any
later vesting period). Nothing contained in this Agreement or the Plan constitutes a
continued employment or service commitment by the Corporation or any of its Subsidiaries,
affects the Optionee’s status, if he or she is an employee, as an employee at-will who is
subject to termination without cause, confers upon the Optionee any right to remain employed
by or in service to the Corporation or any Subsidiary, interferes in any way with the right of
the Corporation or any Subsidiary at any time to terminate such employment or service, or
affects the right of the Corporation or any Subsidiary to increase or decrease the Optionee’s
other compensation or benefits. Nothing in this paragraph, however, is intended to adversely
affect any independent contractual right of the Optionee without his consent thereto.






	11.	 	Cessation of Affiliation. Except as provided in Sections 12, 15 and 16 hereof, if,
for any reason other than death or Disability, the Optionee ceases to be affiliated with the
Corporation or a Subsidiary, the Option herein granted shall expire on the expiration dates
specified herein for said Option, or three (3) months after the Optionee ceases to be so
affiliated, whichever is earlier. Except as provided in Sections 13, 14, 15 and 16 hereof,
during such period after cessation of affiliation, such Option shall be exercisable only as to those increments, if any, which had become exercisable as of the date on which
the Optionee ceased to be affiliated with the Corporation or the Subsidiary, and any Option
or increments which had not become exercisable as of such date shall expire automatically on
such date.




 


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	12.	 	Termination for Cause. If the Optionee’s employment by or affiliation with the
Corporation or a Subsidiary is terminated for cause, the Option herein granted shall
automatically expire and terminate in its entirety immediately upon such termination.
Termination for cause shall include, but shall not be limited to, termination for malfeasance
or gross misfeasance in the performance of duties or conviction of illegal activity in
connection therewith and, in any event, the determination of the Administrator with respect
thereto shall be final and conclusive.






	13.	 	Termination due to Death of the Optionee. If the Optionee dies while employed by or
affiliated with the Corporation or a Subsidiary, or during the three-month period referred to
in Section 11 hereof: (i) the Option herein granted shall accelerate in full and shall expire
on the expiration dates specified herein for said Option; and (ii) the Dividend Equivalents
herein granted shall accelerate and be paid immediately (and in no event later than sixty (60)
days following termination) in a lump sum in an amount equal to (x) the number of remaining
dividend payments that would have been payable under this Agreement if no termination had
occurred multiplied by (y) the number of Dividend Equivalents subject to the Agreement
multiplied by (z) the value of the quarterly dividend payment that was most recently paid
prior to the termination. After such death, but before the expiration date of the Option,
subject to the terms and provisions of the Plan and this Agreement, the person or persons to
whom the Optionee’s rights under the Option shall have passed by will or by the applicable
laws of descent and distribution, or the executor or administrator of the Optionee’s estate,
shall have the right to exercise such Option and to receive the Dividend Equivalents.






	14.	 	Termination due to Disability of the Optionee. If the Optionee is Disabled while
employed by or affiliated with the Corporation or a Subsidiary, or during the three-month
period referred to in Section 11 hereof: (i) the Option herein granted shall accelerate in
full and shall expire on the expiration dates specified herein; and (ii) the Dividend
Equivalents herein granted shall accelerate and be paid immediately (and in no event later
than sixty (60) days following termination) in a lump sum in an amount equal to (x) the number
of remaining dividend payments that would have been payable under this Agreement if no
termination had occurred multiplied by (y) the number of Dividend Equivalents subject to the
Agreement multiplied by (z) the value of the quarterly dividend payment that was most recently
paid prior to the termination. After such Disability occurs, but before the expiration date
of the Option, Optionee or the guardian or conservator of the Optionee’s estate, as duly
appointed by a court of competent jurisdiction, shall have the right to exercise such Option
and to receive the Dividend Equivalents.




 


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	15.	 	Termination due to Retirement. If Optionee’s employment by or affiliation with the
Corporation or a Subsidiary is terminated due to Retirement, the Option herein granted shall
accelerate in full and shall expire on the expiration dates specified herein. If Optionee’s
employment by or affiliation with the Corporation or a Subsidiary is terminated due to
Retirement, the Dividend Equivalents herein granted shall accelerate and be paid immediately
(and in no event later than sixty (60) days following termination) in a lump sum in an amount
equal to (x) the number of remaining dividend payments that would have been payable under this
Agreement if no termination had occurred multiplied by (y) the number of Dividend Equivalents
subject to the Agreement multiplied by (z) the value of the quarterly dividend payment that
was most recently paid prior to the termination.






	16.	 	Change in Control; Termination of Employment in Connection with a Change in Control.






	 	(a)	 	Upon an Acceleration Event the Option herein granted and any applicable
Dividend Equivalents shall be terminated, subject to provisions of Section 16(b)
hereof, unless provision is made in connection with such transaction for assumption of
the Option and Dividend Equivalents herein granted, or substitution for such Option and
Dividend Equivalents with new stock options and dividend equivalents covering stock of
a successor corporation, or a parent or subsidiary corporation thereof, solely at the
discretion of such successor corporation, or parent or subsidiary corporation, with
appropriate adjustments as to number and kind of shares and prices and dividend
equivalents.






	 	(b)	 	Notwithstanding any provision herein pertaining to the time of exercise of the
Option, or part thereof, if the consummation of an Acceleration Event would result in
termination of the Option and Dividend Equivalents in accordance with Section 16(a)
hereof: (i) the Option herein granted shall fully accelerate and become immediately
exercisable as to all unexercised Option Shares for such period of time as may be
determined by the Administrator, but in any event not less than thirty (30) days, on
the condition that the terminating event described in Section 16(a) hereof is
consummated; and (ii) the Dividend Equivalents herein granted shall accelerate and be
paid immediately (and in no event later than sixty (60) days following the Acceleration
Event) in a lump sum in an amount equal to (x) the number of remaining dividend
payments that would have been payable under this Agreement if no Acceleration Event had
occurred multiplied by (y) the number of Dividend Equivalents subject to the Agreement
multiplied by (z) the value of the quarterly dividend payment that was most recently
paid prior to the Acceleration Event.




 


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	 	(c)	 	If within six months prior to or three years following a Change in Control, the
Optionee’s employment by or affiliation with the Corporation or a Subsidiary is
terminated by the Optionee for Good Reason (as defined below) or is terminated for any
other reason other than the Optionee’s death or Disability or for cause,
such termination of employment shall be deemed to be a “Change in Control
Termination.” In the event of a Change in Control Termination (if the Option or
Dividend Equivalent Rights have not been terminated pursuant to Section 16(a)
above): (i) the Option herein granted shall fully accelerate and become immediately
exercisable as to all unexercised Option Shares for such period of time as may be
determined by the Administrator, but in any event not less than thirty (30) days;
and (ii) the Dividend Equivalents herein granted shall accelerate and be paid
immediately (and in no event later than sixty (60) days following termination) in a
lump sum in an amount equal to (x) the number of remaining dividend payments that
would have been payable under this Agreement if no termination had occurred
multiplied by (y) the number of Dividend Equivalents subject to the Agreement
multiplied by (z) the value of the quarterly dividend payment that was most recently
paid prior to the termination. For purposes of this Agreement, “Good Reason” shall
mean a resignation by the Optionee within ninety (90) days of any of the following:
(i) without the express written consent of the Optionee, the assignment to the
Optionee of any duties, or any other action by the Board or the Compensation
Committee or the Chief Executive Officer, which results in a material diminution in
the Optionee’s authority, duties, responsibilities or compensation; (ii) without the
express written consent of the Optionee, a requirement by the Board that the primary
business location of the Optionee be materially changed or (iii) without the express
written consent of the Optionee, any other action or inaction by the Corporation
that constitutes a material breach of this Agreement; provided, however, that none
of the circumstances described in the foregoing clauses (i) through (iii) shall
constitute grounds for Good Reason unless the Optionee shall have provided written
notice to the Corporation within thirty (30) days after the occurrence of such
circumstances describing the events claimed to constitute circumstances for Good
Reason and the Corporation shall have failed to reasonably cure such circumstances
within thirty (30) days after the Corporation’s receipt of such written notice.






	17.	 	Amendment and Termination. The Board of Directors of the Corporation may, at any
time and from time to time, suspend, amend or terminate the Plan and may, with the consent of
the Optionee, make such modifications of the terms and conditions of the Option herein granted
and any applicable Dividend Equivalents as it shall deem advisable. Amendment, suspension, or
termination of the Plan shall not (except as otherwise provided in Section 9 hereof), without
the consent of the Optionee, alter or impair any rights or obligations under the Option and
any applicable Dividend Equivalents herein granted. The Corporation may, however,
unilaterally waive any provision hereof in writing to the extent such waiver does not
adversely affect the interests of the Optionee hereunder, but no such waiver shall operate as
or be construed to be a subsequent waiver of the same provision or a waiver of any other
provision hereof.




 


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	18.	 	Privileges of Stock Ownership; Retaliatory Law Compliance; Notice of Sale. No
Optionee shall be entitled to the privileges of stock ownership as to any Option Shares not
actually issued and delivered. No Option Shares may be purchased upon the exercise
of the Option unless and until all then applicable requirements of all regulatory agencies
having jurisdiction and all applicable requirements of the securities exchanges upon which
securities of the Corporation are listed (if any) shall have been fully complied with. This
paragraph 18 shall not limit or reduce any rights to the Optionee with respect to applicable
earned Dividend Equivalents.






	19.	 	Agreement and Representations of the Optionee. Unless the shares of Common Stock
covered by the Option herein granted have been registered with the Securities and Exchange
Commission pursuant to the registration requirements under the Securities Act of 1933,
Optionee shall: (i) by and upon accepting the Option, represent and agree in writing, for
himself or herself and his or her transferees by will or the laws of descent and distribution,
that the Option Shares will be acquired for investment purposes and not for resale or
distribution; and (ii) by and upon the exercise of the Option, or part thereof, furnish
evidence satisfactory to counsel for the Corporation, including written and signed
representations to the effect that the Option Shares are being acquired for investment
purposes and not for resale or distribution, and that the Option Shares being acquired shall
not be sold or otherwise transferred by the Optionee except in compliance with the
registration provisions under the Securities Act of 1933, as amended, or an applicable
exemption therefrom. Furthermore, the Corporation, at its sole discretion, to assure itself
that any sale or distribution by the Optionee complies with the Plan and any applicable
federal or state securities laws, may take all reasonable steps, including placing stop
transfer instructions with the Corporation’s transfer agent prohibiting transfers in violation
of the Plan and affixing the following legend (and/or such other legend or legends as the
Administrator shall require) on certificates evidencing the shares:
	 
	 	 	“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT WITH RESPECT TO THEM UNDER THE ACT OR A WRITTEN OPINION OF
COUNSEL FOR THE HOLDER THEREOF, WHICH OPINION SHALL BE ACCEPTABLE TO NATIONWIDE
HEALTH PROPERTIES, INC., THAT REGISTRATION IS NOT REQUIRED.”






	20.	 	Notices. Any notice to be given under the terms of this Agreement shall be in
writing and addressed to the Corporation at its principal office to the attention of the Chief
Financial Officer, and to the Optionee at the address last reflected on the Corporation’s
payroll records, or at such other address as either party may hereafter designate in writing
to the other. Any such notice shall be delivered in person or shall be enclosed in a properly
sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and
registry or certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government. Any such notice shall be given only when received,
but if the Optionee is no longer employed by the Corporation or a
Subsidiary, shall be deemed to have been duly given five business days after the date mailed
in accordance with the foregoing provisions of this Section 20.




 


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	21.	 	Tax Withholding. Subject to Section 8.1 of the Plan and such rules and procedures as
the Administrator may impose, upon any distribution of shares of Common Stock in respect of
this award, the Corporation shall automatically reduce the number of shares to be delivered by
(or otherwise reacquire) the appropriate number of whole shares, valued at their then fair
market value (with the “fair market value” of such shares determined in accordance with the
applicable provisions of the Plan), to satisfy any withholding obligations of the Corporation
or its Subsidiaries with respect to such distribution of shares at the minimum applicable
withholding rates; provided, however, that the foregoing provision shall not apply in the
event that the Optionee has, subject to the approval of the Administrator, made other
provision in advance of the date of such distribution for the satisfaction of such withholding
obligations. In the event that the Corporation cannot legally satisfy such withholding
obligations by such reduction of shares, or in the event of a cash payment or any other
withholding event in respect of this award, the Corporation (or a Subsidiary) shall be
entitled to require a cash payment by or on behalf of the Optionee and/or to deduct from other
compensation payable to the Optionee any sums required by federal, state or local tax law to
be withheld with respect to such distribution or payment.






	22.	 	Plan. This Agreement and all rights of the Optionee under this Agreement are subject
to the terms and conditions of the Plan, incorporated herein by this reference. The Optionee
agrees to be bound by the terms of the Plan and this Agreement. The Optionee acknowledges
having read and understood the Plan, the prospectus for the Plan, and this Agreement. Unless
otherwise expressly provided in other sections of this Agreement, provisions of the Plan that
confer discretionary authority on the Administrator do not and shall not be deemed to create
any rights in the Optionee unless such rights are expressly set forth herein or are otherwise
in the sole discretion of the Administrator so conferred by appropriate action of the
Administrator under the Plan after the date hereof.






	23.	 	Entire Agreement; Applicability of Other Agreements. This Agreement and the Plan
together constitute the entire agreement and supersede all prior understandings and
agreements, written or oral, of the parties hereto with respect to the subject matter hereof.
Notwithstanding the foregoing, if the Optionee is subject to a written employment, change in
control or similar agreement with the Corporation that is in effect as of the Optionee’s date
of termination of employment or affiliation and the Optionee would be entitled under the
express provisions of such agreement to greater rights with respect to accelerated vesting of
the Options in connection with the termination of the Optionee’s employment in the
circumstances, the provisions of such agreement shall control with respect to such vesting
rights, and the corresponding provisions of this Agreement shall not apply.




 


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	24.	 	Section 409A of the Code. It is intended that the terms of this Agreement will not
result in the imposition of any tax liability pursuant to Section 409A of the Code. This
Agreement shall be construed and interpreted consistent with that intent. Notwithstanding any
provision to the contrary in this Agreement, to the extent necessary to avoid the imposition
of any taxes under Section 409A of the Code, no payment or distribution under this Agreement
that becomes payable by reason of an Optionee’s termination of employment with the Corporation
will be made to such Optionee unless such Optionee’s termination of employment constitutes a
“separation from service” (as such term is defined in Section 409A of the Code). For purposes
of this Agreement, each amount to be paid or benefit to be provided shall be construed as a
separate identified payment for purposes of Section 409A of the Code. If an Optionee is a
“specified employee” as defined in Section 409A of the Code and, as a result of that status,
any portion of the payments under this Agreement would otherwise be subject to taxation
pursuant to Section 409A of the Code, such Optionee shall not be entitled to any payments upon
a termination of his or her employment until the earlier of (i) the expiration of the six
(6)-month period measured from the date of such Optionee’s “separation from service” (within
the meaning of Section 409A of the Code) or (ii) the date of such Optionee’s death. Upon the
expiration of the applicable Section 409A deferral period, all payments and benefits deferred
pursuant to this Section (whether they would have otherwise been payable in a single sum or in
installments in the absence of such deferral) shall be paid or reimbursed to such Optionee in
a lump sum on the tenth (10th) day following such expired period (or if the payment
is being made following the Participant’s death, on the sixtieth (60th) day
following the date of death), and any remaining payments due under this Agreement will be paid
in accordance with the normal payment dates specified for them herein.






	25.	 	Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Maryland without regard to conflict of law principles
thereunder.






	26.	 	Effect of this Agreement. Subject to the Corporation’s right to terminate the
Agreement pursuant to Section 7.2 of the Plan, this Agreement shall be assumed by, be binding
upon and inure to the benefit of any successor or successors to the Corporation.






	27.	 	Counterparts. This Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.






	28.	 	Section Headings. The section headings of this Agreement are for convenience of
reference only and shall not be deemed to alter or affect any provision hereof.




 


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IN WITNESS WHEREOF, the Corporation has caused this Stock Option Agreement to be duly executed
by an officer thereof thereunto duly authorized, and the Optionee has hereunto set his hand, all
effective as of the day and year first above written.



	 	 	 	 	 	 	 
	 	 	NATIONWIDE HEALTH PROPERTIES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	OPTIONEE	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 





 


 









 





EXHIBIT A





Number of Option Shares subject to Option:




                     Incentive Stock Options




Purchase price per share $                    




The above specified Incentive Stock Options shall be exercisable as follows:


[                    ] shares on and after [                    ]


[                    ] shares on and after [                    ]


[                    ] shares on and after [                    ]




                     Non-Qualified Stock Options




Purchase price per share $                    




The above specified Non-Qualified Stock Options shall be exercisable as follows: in
[three] equal annual installments on and after one year from the date of the grant




                     Total Number of Dividend Equivalents


 


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