Form of Restricted Stock Agreement with certain officers of the Company



 Exhibit 10.1 
  
 RESTRICTED STOCK AGREEMENT 
 UNDER THE 
 NATIONWIDE HEALTH PROPERTIES, INC. 1989 STOCK OPTION 
 PLAN, as AMENDED AND RESTATED April 20, 2001 
  
 This Restricted Stock Agreement is entered into as of the 25th day of January, 2005 between NATIONWIDE HEALTH PROPERTIES, INC. a Maryland corporation (the
“Corporation” herein), and                      (the “Participant”), upon the following terms and conditions: 

 
 I 
  
 GRANT OF RESTRICTED STOCK 
  
 The Corporation has, on January 25, 2005 (the “Date of Grant”), granted to the Participant a Restricted Stock award as set forth on Exhibit A
attached hereto and in accordance with Nationwide Health Properties, Inc. 1989 Stock Option and Restricted Stock Plan, as Amended and Restated April 20, 2001 (the “Plan”), and the terms of this Restricted Stock Agreement (the
“Agreement”). 
  
 II 
  
 TERM OF AGREEMENT 
  
 The term of this Agreement shall be for a period ending on January 25, 2015,
subject to earlier termination as hereinafter provided. 
  
  







 III 
  
 RELEASE OF RESTRICTED STOCK 
  
 The Restricted Stock subject to the provisions of this Agreement shall vest and be released to Participant pro rata every three years, beginning on the
first anniversary of the date of grant. The Corporation shall, as of the date of grant, cause to be issued in the name of the Participant the number of shares awarded by this Agreement, which shall be set forth on Exhibit A attached hereto. The
unreleased share certificates shall be held for the account of the Participant by the Corporation. 
  
 Any Restricted Stock to be released as provided for in this Agreement shall be released during the lifetime of the Participant only to the Participant.

  
 IV 
  
 TERMINATION 
  
 In the event the Participant’s employment or affiliation with the
Corporation is terminated for any reason, all unreleased stock certificates shall be canceled; provided, however, that if the termination is due to death or is part of a normal retirement program, then all of the shares will be released on the date
of death or retirement, provided that said date is at least six months after the date of grant. 
  
 Notwithstanding the provisions of the immediately preceding paragraph, if Participant’s termination of employment is determined to be a Change in
Control Termination (as that phrase is defined in the Change in Control Agreement between the Company and the Participant), all unvested shares of Restricted Stock held in the name of Participant shall be vested in accordance with the terms of the
Change in Control Agreement. 
  

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 V 
  
 RIGHTS TO VOTE AND DIVIDENDS 
  
 In accordance with the terms of the Plan, the Participant shall have the right to vote the shares of Restricted Stock and to receive all dividends as
though all shares of Restricted Stock granted were his without the restrictions imposed by the Plan or this Agreement. 
  
 VI 
  
 TAXES 
  
 The Participant acknowledges that the Restricted Stock may give rise to income tax liability to the Participant. The Participant agrees that the Corporation may utilize any released shares to satisfy its withholding obligations, if any,
with respect to such income tax liability of the Participant if other arrangements acceptable to the Corporation have not been made by the Participant, and that the Corporation may hold any released shares until it has been satisfied that the
conditions to its obtaining an appropriate deduction, if applicable, have been met. 
  
 VII 
  
 CHANGE IN CAPITAL
STRUCTURE 
  
 The number and kinds of shares subject to this
Agreement shall be subject to adjustment as provided for by the Plan. 
  
 VIII 
  
 GENERAL PROVISIONS 
  
 The Corporation shall at all times during the term of this Agreement maintain
on behalf of the Participant, in his name, certificates of shares of Common Stock of the Corporation in an amount equal to the total number of shares subject to this Agreement, less the total number of 

  

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shares that have been released pursuant to Article III hereof. In addition, the Corporation shall pay all original issue and transfer costs of the shares
pursuant hereto and all other fees and expenses necessarily incurred by the Corporation in connection therewith, and will use its best efforts to comply with all laws and regulations which shall be applicable thereto. 
  
 The Participant agrees to be bound by all of the provisions of this
Restricted Stock Agreement and by all of the terms and provisions of the Plan. 
  
 IN WITNESS WHEREOF, the Corporation has caused this Restricted Stock Agreement to be duly executed by an Officer thereunto duly authorized, and the Participant has hereunto executed the same as of the date first above
written. 
  

			
	 _________________________________________

	
	                                      
                      , Participant
	
	Nationwide Health Properties, Inc.
		
	By:	 	  


	 	 	 Douglas M. Pasquale, President and
 Chief Executive
Officer



  

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 RECORD OF GRANT OF RESTRICTED STOCK 
  

					
	 Date

	  	Number of Shares

	  	Entered By


	 January 25, 2005
	  	__________	  	__________

  
 RECORD OF RELEASE
OF RESTRICTED STOCK 
  

									
	 Date

	 	 Number
 of
 Shares

	 	 Fair Market
 Value
 (For tax purposes)

	  	 Number
 of Shares
 Remaining

	  	 Entered by
 (Initials)


	__________	 	__________	 	__________	  	__________	  	__________
	__________	 	__________	 	__________	  	__________	  	__________
	__________	 	__________	 	__________	  	__________	  	__________