EXHIBIT 10.30


 


INDEMNIFICATION AGREEMENT


 


This
INDEMNIFICATION AGREEMENT is made this        day
of                ,
2005 (“Agreement”), by and between HEALTH CARE PROPERTY INVESTORS, INC., a
Maryland corporation (the “Company”), and                         
(“Indemnitee”).


 


RECITALS


 


WHEREAS,
at the request of the Company, the Indemnitee currently serves as a
[director/officer] of the Company and renders valuable services to the Company;
and


 


WHEREAS,
the Company desires to attract and retain the services of highly qualified
individuals, such as Indemnitee, to serve as directors and officers of the
Company and its related entities; and


 


WHEREAS,
both the Company and the Indemnitee recognize the increased legal risks and
potential liabilities to which directors and officers of corporations are
subject in connection with their positions and that liability insurance for
directors and officers and statutory indemnification provisions may be
inadequate to provide proper protection to individuals requested to serve as
directors and officers of the Company; and


 


WHEREAS,
in order to induce Indemnitee to continue to provide services to the Company as
an officer and/or director, the Company desires to provide for the
indemnification of, and the advancement of expenses to, Indemnitee as set forth
in this Agreement.


 


NOW
THEREFORE, in consideration of the foregoing premises, the covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and the
Indemnitee do hereby agree as follows:


 


1.             Certain
Definitions.  For purposes of this
Agreement the following terms should have the following meanings:


 


(a)           “Board
of Directors” means the Board of Directors of the Company.


 


(b)           “Bylaws”
mean the bylaws of the Company, as the same may be amended from time to time.


 


(c)           “Change
in Control” shall be deemed to have occurred if (i) any “person” (as that
term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Company or a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of


 





















 


the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing fifteen percent (15%) or more of the total voting power represented
by the Company’s then outstanding voting securities, or (ii) during any
period of two consecutive years, individuals who at the beginning of the two
year period constitute the Board of Directors of the Company and any new
director whose election by the Board of Directors or nomination for election by
the Company’s stockholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority of the
Board of Directors, or (iii) there occurs a proxy contest, or the Company
is a party to a merger, consolidation, sale of assets, plan of liquidation or
other reorganization not approved by at least two-thirds of the members of the
Board of Directors then in office, as a consequence of which members of the
Board of Directors in office immediately prior to such transaction or event
constitute less than a majority of the Board of Directors thereafter.


 


(d)           “Charter”
means the corporate charter of the Corporation, as the same may be amended from
time to time.


 


(e)           “Disinterested
Director” means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification or advance of Expenses is sought
by Indemnitee.


 


(f)            “Expenses”
shall mean any and all expenses, including, without limitation, reasonable
attorneys fees, disbursements and retainers, accounting and witness fees, travel
and deposition costs, transcript costs, fees of experts, expenses of
investigations and court costs, customarily incurred in connection with
investigating, prosecuting, defending, being a witness in or participating in
(including on appeal), or preparing to prosecute or defend, to be a witness or
other participant, in a Proceeding.


 


(g)           “Indemnifiable
Event” shall mean any actual or asserted event or occurrence related to the
fact that Indemnitee is or was a director, officer, employee, agent or fiduciary
of the Company, or is or was serving at the request of the Company as a
director, officer, partner, employee, trustee, manager, member, agent or
fiduciary of another corporation, partnership, limited liability company,
association, joint venture, trust, employee benefit plan or other entity or
enterprise, or by reason of any action or inaction on the part of Indemnitee
while serving in such capacity.


 


(h)           “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five years
has been, retained to represent:  (i) the
Company or Indemnitee in any matter material to either such party, or (ii) any
other party to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement.  If a Change of Control has not occurred,
Independent Counsel shall be selected by the Board of Directors, with the
approval of Indemnitee, which


 


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approval will not be unreasonably withheld.  If a Change of Control has occurred,
Independent Counsel shall be selected by Indemnitee, with the approval of the
Board of Directors, which approval will not be unreasonably withheld, and by
such approval, the Board of Directors shall be deemed to have joined in such
selection.


 


(i)            “Proceeding”
includes any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, administrative hearing
or any other proceeding (including any appeals in any of the foregoing),
whether civil, criminal, administrative or investigative, except one initiated
by an Indemnitee pursuant to Section 6 of this Agreement to enforce
Indemnitee’s rights under this Agreement.


 


2.             Indemnification.


 


2.1           Indemnification
with Respect to Proceedings Other Than Proceedings by or in the Right of the
Company.  In the event that
Indemnitee was, is or becomes a party to or witness or other participant in, or
is threatened to be made a party to, or witness or other participant in, any
Proceeding (other than a Proceeding by or in the right of the Company) by
reason of (or arising in whole or in part from) an Indemnifiable Event, the
Company shall indemnify the Indemnitee, to the fullest extent permitted by
applicable law, from and against all Expenses, judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by Indemnitee, or
on behalf of Indemnitee, in connection with such Proceeding, provided that, in
the case of amounts paid in settlement, any settlement of such Proceeding is
approved in advance by the Company in writing, which approval shall not be
unreasonably withheld, delayed or applied in an inconsistent manner.


 


2.2           Indemnification
with Respect to Proceedings by or in the Right of the Company.  In the event that Indemnitee was, is or
becomes a party to, or witness or other participant in, any Proceeding brought
by or in the right of the Company to procure a judgment in favor of the Company
by reason of (or arising in whole or in part from) an Indemnifiable Event, the
Company shall indemnify Indemnitee, to the fullest extent permitted by
applicable law, from and against all Expenses and amounts paid in settlement
actually and reasonably incurred by Indemnitee, or on behalf of Indemnitee, in
connection with such Proceeding.


 


2.3           Partial
Indemnification.  If Indemnitee is
entitled under any provision of this Agreement to indemnification by the
Company for some portion of the Expenses, judgments, penalties, fines and
amounts paid in settlement of a Proceeding which Indemnitee was, is or becomes
a party to, or witness or other participant in, or is threatened to be made a
party to, or witness or other participant in, by reason of an Indemnifiable
Event, but not, however, for all of the total amount of such Expenses,
judgments, fines, penalties and amounts paid in settlement, the Company will
nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee
is entitled.


 


2.4           Indemnification
for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of an Indemnifiable
Event, made a party to and is successful, on the merits or otherwise, in the
defense of, any Proceeding, Indemnitee shall be indemnified against


 


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all Expenses actually and reasonably incurred by Indemnitee, or on
behalf of Indemnitee, in connection therewith. 
Without limiting any other rights of Indemnitee in this Agreement, if
Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, the Company shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by him or on his behalf in connection
with each successfully resolved claim, issue or matter.  For purposes of this Section and without
limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful
result as to such claim, issue or matter.


 


3.             Advance
of Expenses.  The Company shall
advance all Expenses reasonably incurred by or on behalf of Indemnitee in
connection with any Proceeding to which Indemnitee is, or is threatened to be
made, a party or with respect to which Indemnitee is, or is threatened to be
made, a witness or other participant, by reason of (or arising in whole or in part
from) an Indemnifiable Event, prior to final disposition of such Proceeding, to
the fullest extent permitted by applicable law and without requiring a
preliminary determination as to Indemnitee’s ultimate entitlement to
indemnification, within ten days after the receipt by the Company of a
statement or statements from Indemnitee requesting such advance or advances
from time to time.  Such statement or
statements shall reasonably evidence the Expenses incurred by Indemnitee and,
if required by applicable law, shall include or be preceded or accompanied by (a) a
written affirmation by the Indemnitee of the Indemnitee’s good faith belief
that the standard of conduct necessary for indemnification by the Company as
authorized by law and by this Agreement has been met and (b) a written
undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it
shall ultimately be determined that such standard of conduct has not been
met.  Any advances to, and undertakings
to repay by, Indemnitee pursuant to this Section 3 shall be unsecured and
shall not bear interest.


 


4.             Procedure
for Determination of Entitlement to Indemnification.


 


4.1           Request
for Indemnification.  To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to
indemnification.  Promptly upon receipt of
such a request for indemnification, the Company shall cause its Board of
Directors to be so advised in writing that Indemnitee has requested
indemnification.


 


4.2           Determination
of Right to Indemnification.  Upon
written request by Indemnitee for indemnification pursuant to the first
sentence of Section 4.1 hereof, a determination, if required by applicable
law, with respect to Indemnitee’s entitlement thereto shall promptly be made in
the specific case: (i) if a Change in Control shall have occurred, by Independent
Counsel in a written opinion to the Board of Directors, a copy of which shall
be delivered to Indemnitee; or (ii) if a Change in Control shall not have
occurred, (A) by the Board of Directors by a majority vote of a quorum
consisting of Disinterested Directors, or (B) if a quorum of the Board of
Directors consisting of Disinterested Directors is not obtainable or, even if
obtainable, such quorum of Disinterested Directors so directs, by Independent
Counsel in a


 


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written opinion to the Board of Directors, a copy of which shall be
delivered to Indemnitee or (C) if so directed by a majority of the members
of the Board of Directors, by the stockholders of the Company.  If it is determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten
days after such determination. 
Indemnitee shall cooperate with the person making such determination
with respect to Indemnitee’s entitlement to indemnification, including providing
to such person upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is
reasonably available to Indemnitee and reasonably necessary to such
determination.  Any costs or expenses
(including reasonable attorneys’ fees and disbursements) incurred by Indemnitee
in so cooperating with the person making such determination, in response to a
request by such person, shall be borne by the Company (irrespective of the
determination as to Indemnitee’s entitlement to indemnification).


 


5.             Presumptions
and Effect of Certain Proceedings.


 


(a)           In
making a determination with respect to entitlement to indemnification
hereunder, (i) the person making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 4.1
of this Agreement, and (ii) the Company shall have the burden of proof to
overcome that presumption in connection with the making of any determination
contrary to that presumption.


 


(b)           The
termination of any proceeding by judgment, order, settlement, conviction, a
plea of nolo contendere or its equivalent, or an
entry of an order of probation prior to judgment, does not create a presumption
that the Indemnitee did not meet the requisite standard of conduct required
under applicable law for indemnification.


 


6.             Remedies
of Indemnitee.


 


(a)           In
the event that (i) a determination is made pursuant to Section 4.2
that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement
of Expenses is not timely made pursuant to Section 3, (iii) no
determination of entitlement to indemnification shall have been made pursuant
to Section 4.2 within sixty days after receipt by the Company of the
request for indemnification, (iv) payment of indemnification is not made
pursuant to Section 2.4 within ten days after receipt by the Company of a
written request therefor, or (v) payment of indemnification is not made
within ten days after a determination has been made that Indemnitee is entitled
to indemnification, Indemnitee shall be entitled to an adjudication in an
appropriate court of the State of Maryland, or in any other court of competent
jurisdiction, of his entitlement to such indemnification or advancement of
Expenses.  Neither the failure of the
Board of Directors or a committee thereof, or the stockholders of the Company,
or Independent Counsel to have made a determination pursuant to Section 4.2
that Indemnitee is entitled to indemnification, nor an actual determination by
the Board of Directors or a committee thereof, or the stockholders, of the
Company, or Independent Counsel, that Indemnitee is not entitled to
indemnification shall be a defense to any judicial adjudication sought by
Indemnitee or create a presumption that the Indemnitee is not entitled to
indemnification or advancement of Expenses.


 


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(b)           In
any judicial proceeding commenced pursuant to this Section 6, the Company
shall have the burden of proving that Indemnitee is not entitled to
indemnification or advancement of Expenses, as the case may be.


 


(c)           If
a determination shall have been made pursuant to Section 4.2 of this
Agreement that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination in any judicial proceeding commenced pursuant to
this Section 6, absent (i) a misstatement by Indemnitee of a material
fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


(d)           In
the event that Indemnitee, pursuant to this Section 6, seeks a judicial
adjudication to establish or enforce Indemnitee’s rights under, or to recover
damages for breach of, this Agreement, Indemnitee shall be entitled to recover
from the Company, and shall be indemnified by the Company against, any and all
expenses (of the types described in the definition of Expenses in Section 1)
actually and reasonably incurred by Indemnitee in connection with such judicial
adjudication, regardless of the outcome of such judicial adjudication unless
the court in such judicial adjudication determines that the material assertions
made by Indemnitee in such judicial adjudication were not made in good faith or
were frivolous.


 


7.             Indemnification
Hereunder Not Exclusive.  The
indemnification provided by this Agreement shall not be deemed exclusive of,
and shall be in addition to, any indemnification or other rights to which the
Indemnitee may be entitled under the Charter, the Bylaws, any vote of
stockholders or Disinterested Directors, applicable law, or otherwise, both as
to action in his official capacity and as to action in another capacity on
behalf of the Company while holding office; provided, however, that to the
extent that the Indemnitee otherwise would have any greater right to
indemnification under any provision of the Charter or Bylaws as in effect on
the date hereof, the Indemnitee shall be deemed to have such greater right
hereunder; and provided, further, that to the extent that any change is made to
the Charter and/or Bylaws which permits any greater right to indemnification
than that provided under this Agreement, the Indemnitee shall be entitled to
have such greater right.  No modification
or amendment of this Agreement or of any provision hereof shall limit or
restrict any right of Indemnitee under this Agreement in respect of any
Indemnifiable Event prior to such modification or amendment.


 


8.             Liability
Insurance.  To the extent that the
Company maintains liability insurance for directors, officers, employees, or
agents of the Company or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise which such person serves at
the request of the Company, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the
coverage available for any such director, officer, employee or agent under such
policy or policies.


 


9.             Subrogation.  In the event of any payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the related rights of recovery of Indemnitee against other person or
entities, and Indemnitee shall execute all papers required and


 


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take all action necessary to secure such rights, including execution of
such documents as are necessary to enable the Company to bring suit to enforce
such rights.


 


10.           No
Duplication of Payment.  The Company
shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee has
otherwise actually received payment of such amount under any insurance policy,
contract, agreement, any provision of the Charter or Bylaws, or otherwise.


 


11.           Exclusions.  Notwithstanding any other provision of this
Agreement to the contrary, the Company shall not be liable for, and the
Indemnitee shall not be entitled to, indemnification or advance of Expenses
under this Agreement with respect to:  (i) any
settlement or judgment for insider trading or for disgorgement of profits
pursuant to Section 16(b) of the Securities Exchange Act of 1934; or (ii) any
Proceeding initiated or brought by Indemnitee, and not by way of defense (other
than an action or proceeding under Section 6 of this Agreement), unless
the bringing of such Proceeding has been approved by the Board of Directors.


 


12.           Duration
of Agreement.  This Agreement shall
continue until and terminate ten years after the date that Indemnitee shall
have ceased to serve as a director, officer, employee, or agent of the Company
or of any other corporation, partnership, limited liability company,
association, joint venture, trust, employee benefit plan or other enterprise
which Indemnitee served at the request of the Company; provided, that
the rights of Indemnitee hereunder shall continue until the final termination
of any Proceeding then pending in respect of which Indemnitee is granted rights
of indemnification or advancement of Expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 6 relating thereto.


 


13.           Successors
and Assigns.  This Agreement shall be
binding upon the Company and its successors and assigns and shall inure to the
benefit of Indemnitee and his heirs, executors and administrators.


 


14.           Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (i) the validity, legality and enforceability of the remaining
provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby; and (ii) to
the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any
such provision held to be invalid, illegal or unenforceable that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.


 


15.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same Agreement.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.


 


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16.           Headings.  The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


17.           Modification
and Waiver.  No supplement,
modification or amendment of this Agreement shall be binding unless executed in
writing by both of the parties hereto. 
No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver.


 


18.           Notice
by Indemnitee; Company Participation.


 


(a)           Indemnitee
shall promptly notify the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to
indemnification or advance of Expenses covered hereunder.


 


(b)           With
respect to any Proceeding which may be subject to indemnification or advance of
Expenses under this Agreement, unless Indemnitee waives its indemnification
rights under this Agreement with respect to such Proceeding, the Company will
be entitled to participate in the Proceeding at its own expense and, except as
otherwise provided below, if it so elects, the Company may assume the defense
of the Proceeding, with counsel satisfactory to the Indemnitee.  After notice from the Company to the
Indemnitee of its election to assume the defense of a Proceeding, during the
Company’s good faith active defense, the Company will not be liable to the
Indemnitee under this Agreement for any Expenses subsequently incurred by the
Indemnitee in connection with the defense of the Proceeding, other than
reasonable costs of investigation or as otherwise provided below.  The Company shall not settle any such
Proceeding in any manner which would impose any penalty or limitation on the
Indemnitee without the Indemnitee’s written consent.  The Indemnitee shall have the right to employ
separate counsel in any such Proceeding, but the fees the expenses of such
counsel incurred after notice from the Company of its assumption of the defense
of the Proceeding shall be at the expense of the Indemnitee, unless (i) the
employment of counsel by Indemnitee has been authorized by the Company, (ii) the
Indemnitee shall have reasonably concluded that there may be conflict of interest
between the Company and the Indemnitee in the conduct of the defense of the
Proceeding, or (iii) the Company shall not in fact have employed counsel
to assume the defense of a Proceeding, in each of which cases the fees and
expenses of Indemnitee’s counsel shall be Expenses for which Indemnitee may
receive indemnification or advances under this Agreement.  The Company shall not be entitled to assume
the defense of any Proceeding bought by or on behalf of the Company or as to
which the Indemnitee has reasonably concluded there may be a conflict of
interest between the Company and the Indemnitee.


 


19.           Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when hand-delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed) or three calendar days
after having been mailed by United States registered or certified mail, return


 


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receipt requested, postage prepaid or one business day after having
been sent for next day delivery by a nationally recognized courier service,
addressed as follows:


 


(a)           If
to Indemnitee, to:


 


 


(b)           If
to the Company to:


 


Health
Care Property Investors, Inc.


3760
Kilroy Airport Way


Suite 300


Long
Beach, California 90806


Attn:
Legal Department


 


or to such other address
as may have been furnished to Indemnitee by the Company or to the Company by
Indemnitee, as the case may be.


 


20.           Governing
Law.  This Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Maryland.


 


21.           Entire
Agreement.  This Agreement
constitutes the entire understanding and agreement of the parties with respect
to the subject matter hereof and supersedes all prior written or oral
negotiations, understandings or agreements between the parties with respect to
the subject matter hereof; provided however that this Agreement is not intended
to, and does not, supersede any indemnification or other rights to which the
Indemnitee may be entitled under the Charter, the Bylaws or applicable law, or
pursuant to any employment agreement between Indemnitee and the Company.


 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first above written.


 


	
   

  	
  HEALTH CARE PROPERTY INVESTORS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  



 


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