Form of CEO Three Year Cliff Vesting


 Exhibit 10.2 
  
 [CEO THREE YEAR CLIFF VESTING] 
  

PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT 
  
 [                    ], Grantee: 
  
 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. 
  
 I. Forfeiture of Units. 
  
 (a) Forfeiture Based Upon Company Performance. Your Units will be paid only to the extent your Units are not forfeited pursuant to
this Section I and only to the extent such non-forfeited Units vest pursuant to this Section I or Section II below. Your Units are subject to forfeiture if the Company’s Funds From Operations Per Share for the
[            ] calendar year (the “Performance Period”) is less than [$            ]. If the
Company’s Funds From Operations Per Share for the Performance Period is less than [$            ], the aggregate percentage of Units that you will forfeit will be determined in
accordance with Exhibit A hereto. For purposes of this Agreement, “Funds From Operations Per Share” means the Company’s funds from operations per share during the Performance Period, as prescribed by the National
Association of Real Estate Investment Trusts (NAREIT) as in effect on the first day of the Performance Period, and shall be calculated on a fully diluted basis using the weighted average of diluted shares of Common Stock outstanding during the
Performance Period. Funds From Operations Per Share shall be calculated before taking into account any non-recurring charges incurred by the Company with respect to the Performance Period for (i) material strategic or financing transactions approved
by the Board of Directors and (ii) impairments. The determination as to whether the Company has attained the performance goals with respect to the Performance Period shall be made by the Committee acting in good faith. The Committee’s
determination regarding whether the Company has attained the performance goals (the “Committee Determination”) shall be made no later than 120 days following the end of the Performance Period. Your Units shall not be deemed vested pursuant
to any other provision of this Agreement earlier than the date that the Committee makes such determination, as required by Section 162(m) of the Code and the regulations promulgated thereunder. Any Units forfeited pursuant to this Section I(a) shall
be deemed to have been forfeited as of the last day of the Performance Period. 
  
 (b) Termination due to Retirement during the Performance Period. Your Units will remain outstanding during the remainder of the
Performance Period and will be subject to forfeiture in the manner set forth in subsection (a) upon completion of the Performance Period if, prior to the completion of the Performance Period, your employment with the 

  

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Company is terminated as a result of your Retirement. In the event of any such termination during the Performance Period, any Units not forfeited pursuant to
subsection (a) shall fully vest as of the date of the Committee Determination. 
  
 (c) Termination Other Than For Cause under Employment Agreement during the Performance Period. Your Units will remain outstanding
during the remainder of the Performance Period and will be subject to forfeiture in the manner set forth in subsection (a) upon completion of the Performance Period if, prior to the completion of the Performance Period, your employment with the
Company is “Terminated Other Than For Cause” as defined in, and otherwise pursuant to the terms of, your Employment Agreement with the Company dated October 8, 2002, as the same may be amended or restated from time to time and any
successor agreement (the “Employment Agreement”). In the event of any such termination during the Performance Period, any Units not forfeited pursuant to subsection (a) shall fully vest as of the date of the Committee Determination.

  
 (d) Change in Control during the
Performance Period. 
  
 (i) Your Units will
remain outstanding during the remainder of the Performance Period and will be subject to forfeiture in the manner set forth in subsection (a) in the event of a Change in Control occurring during the Performance Period. In such event, any Units not
forfeited pursuant to subsection (a) shall be deemed restricted stock under your Employment Agreement and shall fully vest as of the date of the Committee Determination. 
  
 (ii) Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, take action to
fully vest your Units immediately prior to, and subject to the consummation of, a Change in Control occurring during the Performance Period. Any Units that become vested in accordance with this subsection (d)(ii) shall not be subject to forfeiture
in the manner set forth in subsection (a). 
  
 (e) Forfeiture of Units Upon Other Terminations. If at any time during the Performance Period, your employment with the Company is terminated (i) by the Company, or (ii) by you, excluding any Termination Other Than For Cause pursuant
to your Employment Agreement, or any termination by reason of your Retirement, death or Disability, or any termination that occurs upon or after a Change in Control, all of your Units shall be automatically forfeited and cancelled in full effective
as of such termination of employment and this Agreement shall be null and void and of no further force and effect. 
  
 II. Vesting. 
  
 (a) Vesting of Non-Forfeited Units. You will have no further rights with respect to any Units that are forfeited in accordance with
Section I. Subject to the terms and conditions of this Agreement, your Units that (i) are not forfeited in accordance with Section I and (ii) do not otherwise vest in accordance with Section I, if any, shall vest upon the third anniversary of the
Grant Date (the “Vesting Date”), subject to your continuous service to the Company until the Vesting Date. 
  

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 The vesting schedule requires continued employment through the Vesting Date as a
condition to vesting of the Units and the rights and benefits under this Agreement. Unless otherwise expressly provided herein with respect to accelerated vesting of the Units under certain circumstances, employment for only a portion of the vesting
period, even if a substantial portion, will not entitle you to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment as provided in this Agreement. 
  
 (b) Termination for Death or Disability. If at any
time during the Performance Period or following the completion of the Performance Period, your employment with the Company is terminated as a result of your death or Disability, your Units (to the extent not previously forfeited and otherwise
unvested) shall fully vest immediately upon such termination of employment. For the avoidance of doubt, any Units that become vested in accordance with this subsection (b) during the Performance Period shall not be subject to the forfeiture
provisions of Section I(a). 
  
 (c)
Termination Other Than for Cause or by Reason of Retirement Following the Performance Period. If at any time following the completion of the Performance Period, your employment with the Company is (i) Terminated Other Than For Cause pursuant
to your Employment Agreement, or (ii) terminated as a result of your Retirement, your Units (to the extent not previously forfeited and otherwise unvested) shall fully vest immediately upon such termination of employment. 
  
 (d) Acceleration Upon Failure to Offer Employment
Agreement on Substantially Similar Terms. Notwithstanding anything herein to the contrary, your Units (to the extent then outstanding and otherwise unvested) shall fully vest upon the expiration of your Employment Agreement on October 8, 2005 in
the event the Company fails to offer you an extension of your Employment Agreement prior to such expiration on substantially the same terms and conditions as then in existence. For the avoidance of doubt, any Units that become vested in accordance
with this subsection (d) during the Performance Period shall not be subject to the forfeiture provisions of Section I(a). 
  
 (e) No Acceleration or Vesting Upon Other Terminations. If at any time following the completion of the Performance Period, your
employment with the Company is terminated (i) by the Company, or (ii) by you, excluding any Termination Other Than For Cause pursuant to your Employment Agreement, or any termination by reason of your Retirement, death or Disability, or any
termination that occurs upon or after a Change in Control, any of your Units that remain outstanding and otherwise unvested at the time of such termination of employment shall be automatically forfeited and cancelled in full effective as of such
termination of employment. 
  
 III. Change in Control Following
the Performance Period. 
  
 (a) In the event
of a Change in Control at any time following the completion of the Performance Period, your Units shall be deemed to be “restricted stock” under your Employment Agreement and your Units shall vest fully upon such Change in Control as
provided in your Employment Agreement. 
  

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 (b) Notwithstanding the foregoing, in the event of a pending or threatened takeover bid
or tender offer at any time following the completion of the Performance Period and pursuant to which 10% or more of the outstanding securities of the Company is acquired, whether or not deemed a tender offer under applicable state or Federal laws,
or in the event that any person makes any filing under Sections 13(d) or 14(d) of the Securities Exchange Act of 1934 with respect to the Company, the Committee may in its sole discretion make the Units fully vested. 
  
 IV. Timing and Form of Payment. 
  
 (a) Distribution Date. Unless you elect otherwise,
the distribution date (the “Distribution Date”) for your Units that become vested pursuant to this Agreement will be the date that such Units vest. Distribution of your vested Units will be made by the Company in shares of Common
Stock (on a one-to-one basis) on or as soon as practicable after the Distribution Date. You will only receive distributions in respect of your vested Units and will have no right to distribution of your unvested Units unless and until such Units
vest (and are not otherwise forfeited pursuant to Section I(a)). Once a vested Unit has been paid pursuant to this Agreement, you will have no further rights with respect to that Unit. You may, however, elect (a “Distribution
Election”) to (A) defer your Distribution Date with respect to your vested Units and/or (B) have your vested Units distributed to you in annual installments as provided in Section IV(b), provided that such election complies with this
Section IV. You may change your Distribution Election up to three times without the approval of the Committee, provided such Distribution Election is made in a timely manner. Any Distribution Elections with respect to your vested Units in addition
to the three provided in the preceding sentence may only be made with the approval of the Committee, in its sole discretion. In order for a Distribution Election to be valid, it must be made at least one year prior to the then-existing Distribution
Date and the new Distribution Date must be at least five years after the then-existing Distribution Date. Your Distribution Date with respect to any portion of your Units may not be prior to the Vesting Date for such vested Units. Distribution
Elections may only be made by delivering a written election to the Company care of its General Counsel in the form attached as Exhibit B hereto. 
  
 (b) Form of Distribution. Unless you elect otherwise, distribution of your vested Units will be made in a lump sum on or as soon as
practicable after your Distribution Date. You may, however, elect to have vested Units distributed in the form of two or more annual installments over a fixed number of years, provided that each installment payment must be for a minimum of 1,000
shares of Common Stock. If you elect to have your vested Units distributed in annual installments, the first installment will be paid on or as soon as practicable after the Distribution Date and subsequent installments will be paid on or as soon as
practicable after each of the anniversaries of the Distribution Date during your elected installment period. You may change an election you make pursuant to this Section IV(b) (or you may make an initial election in the event that you did not elect
a form of payment at the time of your award and, accordingly, your Units were subject to the lump sum default payment rule) by filing a new written election with the Committee; provided that you must also elect a later Distribution Date pursuant to
Section IV(a) as to any Units that are subject to such election and in no event may such an election result in an acceleration of distributions within the meaning of Section 409A of the Code. Distribution Elections may only be made by delivering a
written election to the Company care of its General Counsel in the form attached as Exhibit B hereto. 
  

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 (c) Hardship Distribution. If you experience an Unforeseeable Emergency (as
defined below) you may elect to receive immediate distribution of some or all or your vested Units upon such Unforeseeable Emergency. Distribution upon an Unforeseeable Emergency shall be made no later than thirty (30) days following written notice
to the Company care of its General Counsel of the Unforeseeable Emergency. For purposes of this Agreement, an “Unforeseeable Emergency” shall mean a severe financial hardship resulting from (i) an illness or accident of you, your spouse,
or your dependent (as defined in Section 152(a) of the Code), (ii) loss of your property due to casualty, or (iii) any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond your control, all as reasonably
determined by the Committee in good faith. No distribution shall be made in respect of an Unforeseeable Emergency unless such Unforeseeable Emergency is not otherwise relievable by liquidation of your assets (to the extent such liquidation would not
itself cause a severe financial hardship) or through reimbursement or compensation by insurance or otherwise. Any distribution of your vested Units as a result of an Unforeseeable Emergency shall be limited to the amount reasonably necessary to
relieve the Unforeseeable Emergency (which may include amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution). 
  
 V. Dividend Equivalent Rights. During such time as each Unit remains
outstanding and prior to the distribution of such Unit in accordance with Section IV, you will have the right to receive, in cash, with respect to such Unit, the amount of any cash dividend paid on a share of Common Stock (a “Dividend
Equivalent Right”). You will have a Dividend Equivalent Right with respect to each Unit that is outstanding on the record date of such dividend. Dividend Equivalent Rights will be paid to you at the same time dividends are paid to
stockholders of the Company. Dividend Equivalent Rights will not be paid to you with respect to any Units that are forfeited pursuant to Sections I and II, effective as of the date such Units are forfeited. You will have no Dividend Equivalent
Rights as of the record date of any such cash dividend in respect of any Units that have been paid in Common Stock; provided that you are the record holder of such Common Stock on or before such record date. 
  
 VI. Transferability. No benefit payable under, or interest in, the
Units or this Agreement shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any such attempted action shall be void and no such benefit or interest shall be, in any manner, liable
for, or subject to, your or your beneficiary’s debts, contracts, liabilities or torts; provided, however, nothing in this Section VI shall prevent transfer of your Units by will or by applicable laws of descent and distribution. You may
designate a beneficiary to receive distribution of your vested Units upon your death by submitting a written beneficiary designation to the Committee in the form attached hereto as Exhibit B. You may revoke a beneficiary designation by
submitting a new beneficiary designation. 
  
 VII.
Withholding. You will be required to pay in cash or deduction from other compensation payable to you by the Company any sums required by federal, state or local tax law to be withheld with respect to the issuance, vesting or payment of Units
and the payment of Dividend Equivalent Rights. At your election and in satisfaction of the foregoing requirement, the Company will withhold shares of Common Stock underlying the Units and otherwise issuable in accordance with paragraph 2, in the
manner prescribed by, and subject to the limitations of, Section 12 of the Plan, in satisfaction of such withholding obligations. 
  

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 VIII. No Contract for Employment. This Agreement is not an employment or service contract and
nothing in this Agreement shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ or service of the Company, or of the Company to continue your employment or service with the Company. 
  
 IX. Notices. Any notices provided for in this Agreement or the Plan,
including a Deferral Election, shall be given in writing and shall be deemed effectively given upon receipt if delivered by hand or, in the case of notices delivered by United States mail, five (5) days after deposit in the United States mail,
postage prepaid, addressed, as applicable, to the Company or if to you, at such address as is currently maintained in the Company’s records or at such other address as you hereafter designate by written notice to the Company. 
  
 X. Plan. This Agreement is subject to all the provisions of the Plan
and their provisions are hereby made a part of this Agreement. In the event of any conflict between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall control. 
  
 XI. Entire Agreement. This Agreement and the Employment Agreement
contains the entire understanding of the parties in respect of the Units and supersedes upon its effectiveness all other prior agreements and understandings between the parties with respect to the Units. In the event of any discrepancy between this
Agreement and the Employment Agreement, the Employment Agreement shall control. 
  
 XII. Amendment. This Agreement may be amended by the Committee; provided, however that no such amendment shall, without your consent, alter, terminate, impair or adversely affect your rights under this
Agreement. 
  
 XIII. Governing Law. This Agreement shall be
construed and interpreted, and the rights of the parties shall be determined, in accordance with the laws of the State of California, without regard to conflicts of law provisions thereof. 
  
 XIV. Tax Consequences. You may be subject to adverse tax consequences
as a result of the issuance, vesting and/or distribution of your Units. YOU ARE ENCOURAGED TO CONSULT A TAX ADVISOR AS TO THE TAX CONSEQUENCES OF YOUR UNITS AND SUBSEQUENT DISTRIBUTION OF COMMON STOCK. 
  
 XV. Construction. This Agreement shall be construed and interpreted to
comply with Section 409A of the Code. The Company reserves the right to amend this Agreement to the extent it reasonably determines is necessary in order to preserve the intended tax consequences of the Units in light of Section 409A of the Code and
any regulations or other guidance promulgated thereunder. 
  

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	 Very truly yours,

	
	 HEALTH CARE PROPERTY INVESTORS, INC.

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 


  

			
		
	And:	 	 
	 Name:
	 	 
	 Title:
	 	 


  
 Accepted and Agreed, 

effective as of the date first written above. 
  

			
		
	By:	 	 
	 Name:
[                        ]


  

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 EXHIBIT A 

 
 PERFORMANCE GOALS 
  

			
	 Funds From Operations Per Share

	  	Aggregate Percentage Forfeited


	 [$___] or greater
	  	0%
	 Equal to or greater than [$___] but less than [$___]
	  	2%
	 Equal to or greater than [$___] but less than [$___]
	  	4%
	 Equal to or greater than [$___] but less than [$___]
	  	6%
	 Equal to or greater than [$___] but less than [$___]
	  	8%
	 Equal to or greater than [$___] but less than [$___]
	  	10%
	 Equal to or greater than [$___] but less than [$___]
	  	12%
	 Equal to or greater than [$___] but less than [$___]
	  	14%
	 Equal to or greater than [$___] but less than [$___]
	  	16%
	 Equal to or greater than [$___] but less than [$___]
	  	18%
	 Equal to or greater than [$___] but less than [$___]
	  	20%
	 Equal to or greater than [$___] but less than [$___]
	  	22%
	 Equal to or greater than [$___] but less than [$___]
	  	24%
	 Equal to or greater than [$___] but less than [$___]
	  	26%
	 Equal to or greater than [$___] but less than [$___]
	  	28%
	 Equal to or greater than [$___] but less than [$___]
	  	30%
	 Equal to or greater than [$___] but less than [$___]
	  	32%
	 Equal to or greater than [$___] but less than [$___]
	  	34%
	 Equal to or greater than [$___] but less than [$___]
	  	36%
	 Equal to or greater than [$___] but less than [$___]
	  	38%
	 Equal to or greater than [$___] but less than [$___]
	  	40%
	 Equal to or greater than [$___] but less than [$___]
	  	50%
	 Equal to or greater than [$___] but less than [$___]
	  	60%
	 Equal to or greater than [$___] but less than [$___]
	  	70%
	 Equal to or greater than [$___] but less than [$___]
	  	80%
	 Equal to or greater than [$___] but less than [$___]
	  	90%
	 Equal to or greater than [$___] but less than [$___]
	  	100%

  

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 EXHIBIT B 

 
 HEALTH CARE PROPERTY INVESTORS, INC. 
 2000 STOCK INCENTIVE PLAN 
  
 RESTRICTED STOCK UNITS 
 DISTRIBUTION ELECTION AND BENEFICIARY DESIGNATION FORM 
  

			
	 Name:
[                                ]
	 	 Social Security No.:
                                       
 


  
 In connection with your award of
Performance Restricted Stock Units on [                    , 200_] under the Health Care Property Investors, Inc. 2000 Stock Incentive Plan,
as amended and/or restated from time to time (the “Plan”), you have the option of selecting the timing and form of payment of the shares of Common Stock underlying your vested Units. 
  
 Please complete this election form and return it to Edward J. Henning, the Company’s
General Counsel and Corporate Secretary. 
  
 Deferral of Distribution
Date 
  
 Unless you elect otherwise, the Distribution Date for your Units
that vest will be the vesting date of such Units. You may elect a new Distribution Date with respect to your Units that vest by completing the information request below. Please note that, subject to the restrictions set forth below and in the
Agreement, your new Distribution Date can take any of the following forms: 
  

	 	•	 	You may elect a date certain for your Distribution Date (e.g., January 1, 2010), 

  

	 	•	 	You may elect that your Distribution Date will be the date of your death or termination of employment, or 

  

	 	•	 	You may elect a Distribution Date that is the earlier of two dates/events (e.g., the earlier of January 1, 2010, or termination of your employment). 


 
 If you do not elect a Distribution Date by
[                    , 200  ], you will be deemed to have elected distribution of your vested Units on or as
soon as administratively practical after the vesting date of your Units. If, after [                    , 200  ], you want to
change the Distribution Date with respect to any of your vested Units, your new election must be made at least one year prior to the then-existing Distribution Date and the new Distribution Date you elect must be at least five years after the
then-existing Distribution Date. If your election to defer your Distribution Date is not timely, it will not be valid. 
  
 You acknowledge and understand that by electing a new Distribution Date, you are hereby revoking the then-existing Distribution Date. You further acknowledge and agree
that the distribution of the shares of Common Stock underlying your Units may coincide with a period during which you are prohibited from selling, disposing or otherwise transferring 

  

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such shares pursuant to the Company’s Insider Trading Policy, or by law, and therefore, you may not be able to sell, dispose or otherwise transfer
such shares to pay any sums required by federal, state or local tax law to be withheld with respect to the issuance of such shares. 
  
 I elect the following Distribution Date with respect to the shares of Common Stock underlying my Units:
                                       
                      (Specify “Vesting Date” if you desire payment of the vested Units on or as soon as administratively practical
after the vesting date of the Units. Otherwise, indicate the Distribution Date you elect. In all events your election is subject to the rules stated above (including, without limitation, the 5-year deferral requirement set forth above if you are
electing a change on or after [                    , 200  ]). 
  
 Form of Payment 
  
 Distribution of all of your vested Units will be made in shares of Common Stock in a lump sum on or as soon as practicable after the
Distribution Date with respect to such Units. You may, however, elect at the time of your award to have vested Units distributed in the form of two or more annual installments over a fixed number of years. For example, if you elect to have your
vested Units distributed in five equal installments, your vested Units will be distributed to you in five equal payments on or as soon as practicable after the Distribution Date and each of the first four anniversaries of the Distribution Date.

  
 If you elect to have your vested Units distributed in installments, you
must elect a number of equal annual installments which will result in a distribution of at least 1,000 shares of Common Stock per installment (otherwise, the number of installments you elected will be reduced by the Company to produce a distribution
of at least 1,000 shares of Common Stock per installment). If you would like to change a form of distribution election you have made (or if you would like to make an initial form of distribution election in the event that you did not make such an
election at the time of the award), your election must be made at least one year prior to the then-existing Distribution Date, and you must elect a new Distribution Date that is at least five years after the then-existing Distribution Date.
If your election to defer your Distribution Date is not timely, it will not be valid. Furthermore, if you are changing an existing form of distribution election, your election change cannot result in an acceleration (within the meaning of
Section 409A of the Code) of payments. 
  
 I elect the
following number of annual installments with respect to the distribution of the shares of Common Stock underlying my Units:
                                        .

  
 Beneficiary Designation 
  
 I hereby designate the following individual as beneficiary to receive
distribution of my vested Units, if any, in the event of my death. Distribution of such vested Units will be in the form, and on the Distribution Date(s), in effect with respect to such vested Units as of the date of my death. 
  

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 Beneficiary Information 
  

Name:                                     
                                        
                                        
                                        
                                        
    
 (Please print)             Last
                                        
            First                            
                                        
             Middle Initial 
  
 Sex:             Relationship to
Participant:                                      
                                        
                                        
                           
  
 Social Security
No.:                                       
                                        
      Date of Birth:
                                        
                             
  
 Address:                                    
                                        
                                        
                                        
                                        

  
 City:                                     
                                        
               
State:                                       
                Zip
Code:                             
  
 Please retain a copy of this Distribution Election Form for your records. 
  

									
				
	 	 	 	 	 	 	 
	 Signature:[                            ]
	 	 	 	 	 	 Date Signed


  

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