EXHIBIT 10.29


 


RESTRICTED
STOCK UNIT AGREEMENT


 


James F. Flaherty III, Grantee:


 


As of the 26th day of October 2005 (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, 58,500 restricted stock units (the
“Units”) with respect to 58,500shares of Common Stock on the terms and
conditions set forth in this 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.              Vesting.


 


(a)           Vesting of Units.  Subject to the terms and conditions of this
Agreement, your Units shall vest in accordance with the following schedule,
subject to your continuous service to the Company until the applicable vesting
date.  (Vesting amounts pursuant to the
following schedule are cumulative.)


 


	
  Tranche

  	
   

  	
  Percentage of

  Units that Vest

  	
   

  	
  Vesting Date

  
	
  1

  	
   

  	
  20%

  	
   

  	
  13 Months After the
  Grant Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  20%

  	
   

  	
  2nd Anniversary of
  Grant Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  20%

  	
   

  	
  3rd Anniversary of
  Grant Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  20%

  	
   

  	
  4th Anniversary of
  Grant Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  20%

  	
   

  	
  5th Anniversary of
  Grant Date

  



 


The vesting schedule requires
continued employment through each applicable Vesting Date as a condition to
vesting of the applicable Tranche and the corresponding 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 a 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.


 


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(b)           Acceleration on
Certain Terminations.  If at any time
prior to the date your Units become fully vested in accordance with Section 1(a),
your employment with the Company is terminated as a result of (i) your
death or Disability), (ii) a Termination Other Than For Cause (iii) a
Termination For Good Reason, or (iv) a Termination Upon a Change in
Control (including a Covered Resignation), your Units (to the extent then
outstanding and otherwise unvested) shall fully vest immediately upon such
termination of employment.  For purposes
of this Agreement, the terms “Covered Resignation,” “Disability,”
“Termination Other Than For Cause,” “Termination For Good Reason,”
and “Termination Upon a Change in Control” shall have the meanings
ascribed to such terms in your Employment Agreement with the Company dated October 26,
2005 (the “Employment Agreement”). 
Such meanings shall continue to apply for purposes of this Agreement notwithstanding
any termination of the “Employment Period” (as such term is defined in
the Employment Agreement) in accordance with the Employment Agreement.


 


(c)           No Acceleration
or Vesting Upon Other Terminations.  Except
as otherwise provided in the Plan, if at any time your employment with the
Company is terminated (i) by the Company, or (ii) by you, under any
circumstances (other than as a result of your death or Disability, a Termination
Other Than For Cause, a Termination For Good Reason, or a Termination Upon a
Change in Control, including a Covered Resignation), 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.


 


(d)           Employment
Termination Date.  If the Employment
Period is in effect, the date of your termination of employment for purposes of
this Agreement shall be no earlier than the “Date of Termination,” as such
term is defined in the Employment Agreement.


 


II.            Timing and Form of Payment.


 


(a)           Distribution Date.  Unless you elect otherwise not more than
thirty (30) days after the Grant Date, 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
with respect to such vested Units.  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.  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 some or
all of your vested Units and/or (B) have your vested Units distributed to
you in annual installments as provided in Section II(b), provided that
such election complies with this Section II.  You may change your Distribution Election
with respect to each Tranche (set forth in Section I(a) above) 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 a Tranche 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 with respect to the Units
subject to such Distribution Election, the new Distribution Date must be at
least five years after the then-existing Distribution Date with respect to such
Units, and the election must otherwise be


 


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consistent
with Section 409A of the Code.  Your
Distribution Date with respect to any portion of your Units may not be prior to
the Vesting Date for such 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 A
hereto.


 


(b)           Form of
Distribution.  Unless you elect
otherwise, distribution of your vested Units with respect to any Tranche 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
with respect to any Tranche 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 some or all of your
vested Units underlying a Tranche distributed in annual installments, the first
installment will be paid on or as soon as practicable after the Distribution
Date with respect to such Tranche and subsequent installments will be paid on
or as soon as practicable after each of the anniversaries of the Distribution
Date with respect to such Tranche during your elected installment period.  You may change an election you make pursuant
to this Section II(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 II(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 A hereto.


 


(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 to the extent that such Unforeseeable
Emergency is or may be relieved through reimbursement or compensation by
insurance or otherwise or by liquidation of your assets (to the extent the
liquidation of such assets would not cause severe financial hardship).  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).


 


III.           Dividend Equivalent Rights.  During such time as each Unit remains
outstanding and prior to the distribution of such Unit in accordance with Section II,
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


 


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Equivalent Rights will be paid to you at the same time
or within 30 days after 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 Section I(c),
effective as of the date such Units are forfeited.  You will have no Dividend Equivalent Rights
as of the record date of any 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.


 


IV.           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 IV shall prevent transfers of your Units to the
Company or by will or 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 A.  You may revoke a beneficiary designation by
submitting a new beneficiary designation.


 


V.            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 Section II
hereof, in the manner prescribed by, and subject to the limitations of, Section 12
of the Plan, in satisfaction of such withholding obligations.


 


VI.           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.


 


VII.          Notices.  Any notices provided for in this Agreement or
the Plan, including a Distribution 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.


 


VIII.        Plan.  The provisions of the Plan 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 this Agreement shall control.


 


IX.           Entire Agreement.  This Agreement, together with 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.


 


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X.            Amendment.  This Agreement may be amended by the
Committee; provided, however that no such amendment shall, without your prior
written consent, alter, terminate, impair or adversely affect your rights under
this Agreement.


 


XI.           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.


 


XII.         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.


 


XIII.        Construction.  To the extent that this Agreement is subject
to Section 409A of the Code, you and the Company agree to cooperate and
work together in good faith to timely amend this Agreement to comply with Section 409A
of the Code.  In the event that you and
the Company do not agree as to the necessity, timing or nature of a particular
amendment intended to satisfy Section 409A of the Code, reasonable
deference will be given to your reasonable interpretation of such provisions.


 


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of page intentionally left blank]


 


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  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  HEALTH CARE
  PROPERTY INVESTORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Edward J.
  Henning

  
	
   

  	
  Name:

  	
  Edward J.
  Henning

  
	
   

  	
  Title:

  	
  Senior Vice
  President, General Counsel and

  
	
   

  	
   

  	
  Corporate
  Secretary

  
	
   

  	
   

  
	
  Accepted and
  Agreed,

  	
   

  
	
  effective as
  of the date first written above.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ James F.
  Flaherty III

  	
   

  	
   

  
	
  Name: James
  F. Flaherty III

  	
   

  
						



 


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EXHIBIT A


 


HEALTH
CARE PROPERTY INVESTORS, INC.

2000 STOCK INCENTIVE PLAN


 


RESTRICTED
STOCK UNITS

DISTRIBUTION ELECTION AND BENEFICIARY DESIGNATION FORM


 


	
  Name: James F. Flaherty
  III

  	
  Social Security No.:

  



 


In connection with your award of Restricted Stock Units
on October 26, 2005 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 some or all of the Tranches by completing the deferral election grid
below.  Please note
that, subject to the restrictions set forth below and in the Agreement, your
new Distribution Date with respect to a Tranche 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 the date that is 30 days after the Grant Date, you will be
deemed to have elected distribution of your vested Units on or as soon as
administratively practical after the applicable vesting date of your
Units.  If, after the date that is 30
days after the Grant Date, 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, the new Distribution Date you
elect must be at least five years after the then-existing Distribution
Date, and the change must otherwise satisfy Section 409A of the Code.  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 with respect to one or more of the
Tranches, you are hereby revoking the then-existing Distribution Date with
respect to such Tranche(s).  You further
acknowledge and agree that the distribution


 


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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 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.


 


	
  Tranche

  	
   

  	
  Vesting Date

  	
   

  	
  Distribution Date*

  
	
  1

  	
   

  	
  13
  Months After the Grant Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  2nd Anniversary of Grant Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  3rd Anniversary of Grant Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  4th Anniversary of Grant Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  5th Anniversary of Grant Date

  	
   

  	
   

  



 










*  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
the date that is 30 days after the Grant Date).


 


Form of Payment


 


Distribution of all of your vested Units underlying a
Tranche 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.  For example, all of your vested Units under
Tranche 1 will be distributed to you on or as soon as practicable after the
Vesting Date with respect to Tranche 1 (unless you elect a later Distribution
Date as provided above).  You may,
however, elect at the time of your award to have vested Units with respect to
any Tranche 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 underlying Tranche 1 distributed in five
installments, your vested Units will be distributed to you in five equal
payments on or as soon as practicable after the Distribution Date with respect
to Tranche 1 and each of the first four anniversaries of the Distribution Date
for Tranche 1.


 


If you elect to have any or all
of your vested Units underlying a Tranche 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 with respect to such
Tranche (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


 


A-2





















 


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,
and your change must otherwise be consistent with Section 409A of the Code.


 




	
  Tranche

  	
   

  	
  Vesting Date

  	
   

  	
  Number of Installments

  (Shares of Common Stock per

  Installment)

  
	
  1

  	
   

  	
  13
  Months After the Grant Date

  	
   

  	
          (      )

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  2nd Anniversary of Grant Date

  	
   

  	
          (      )

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3

  	
   

  	
  3rd Anniversary of Grant Date

  	
   

  	
          (      )

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4

  	
   

  	
  4th Anniversary of Grant Date

  	
   

  	
          (      )

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5

  	
   

  	
  5th Anniversary of Grant Date

  	
   

  	
          (      )

  






 


 


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.


 


	
  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: James F.
  Flaherty III

  	
   

  	
  Date Signed

  	
   

  
																				



 


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