Exhibit 10.2


 


RESIGNATION AND CONSULTING
AGREEMENT


 


HCP, Inc.,
and its affiliates and subsidiaries (hereinafter collectively “Company”) and
George P. Doyle (“Doyle”) hereby agree to end their employment relationship on
the following basis:


 


1.             Doyle
hereby voluntarily resigns from his position as Senior Vice President – Chief
Accounting Officer and all other employment relationships with the Company
effective June 30, 2009.  Doyle will be
paid his normal salary and any earned but unused vacation and personal days
through that date, and all outstanding expense reports.


 


2.             Prior to
completing his last day of work on June 30, 2009, Doyle will cooperate fully in
a professional manner to complete his normal duties and responsibilities and to
accomplish a smooth and amicable transition of such duties and responsibilities
to the persons designated by the Company to assume them.  In addition, Doyle will return to the Company
by June 30, 2009, all files, records, credit cards, keys, equipment, and all
other Company property or documents.


 


3.             Doyle
represents that he is signing this Agreement voluntarily and with a full
understanding of and agreement with all of its terms, for the purpose of
receiving the additional pay and benefits from the Company set forth below.


 


4.             In
reliance on Doyle’s agreement with the terms, representations, and general releases
in this Agreement, the Company will provide Doyle with the following additional
pay and benefits:


 


a.             On June 30, 2009, the
Company will pay Doyle a lump sum of $175,000, less legally required
deductions.


 


b.             The consultancy
relationship set forth in paragraph 5 of this Agreement, for which Doyle will
be paid a total of an additional $245,000 if he fulfills the obligations of
this Agreement.


 


c.             The Company will
reimburse Doyle his cost of his COBRA premiums for up to 18 months to enable
him and his family to maintain his current insurance benefits (including
medical, dental and vision) if he elects to exercise his COBRA rights, plus a
gross-up to cover Doyle’s tax liability for such COBRA premium reimbursements.


 


d.             Doyle will continue
to vest in shares of restricted stock and restricted stock units that are
scheduled to vest on or before February 3, 2010, but will not vest in any stock
options after June 30, 2009.


 


Doyle agrees that he is not entitled to receive, and
will not claim, entitlement to any compensation not expressly provided for in
this Agreement, including but not limited to any bonus, stock grant or option,
or other incentive compensation.


 

















 


5.             Doyle
has agreed to continue to assist the Company in a consulting relationship
during a seven month consulting period from July 1, 2009 to and including January
31, 2010 (“Consultancy Period”) on the following terms.  During such Consultancy Period,


 


a.             Doyle will be
reasonably available to consult as needed on matters familiar to him as a
result of his working with the Company, provided, however, that such
consultancy is non-exclusive and will in no way interfere with other consulting
or employment relationships with others as long as he makes himself reasonably
available as needed by the Company.


 


b.             Doyle agrees that if
he accepts any consulting or employment relationship with a direct competitor
of the Company during the Consultancy Period, the Consultancy Period and all of
the benefits and payments to him provided by this paragraph 5 will automatically
end.


 


c.             The Company will pay
Doyle a consulting fee of $35,000 per month,  without
offset or deduction of any kind, payable by the end of each month during such
Consultancy Period.  Doyle will be fully responsible
for all taxes owed on such payments and any payments, penalties and/or interest
arising to Doyle or the Company as a result of any failure by Doyle to pay such
taxes.


 


During the Consultancy Period, Doyle agrees that he is
retained solely as an independent contractor to the Company.  Doyle agrees that he is not and will not claim
or represent himself to be an employee or agent of the Company, has no
authority to enter into any contracts or agreements on behalf of the Company or
to otherwise bind the Company in any manner, and will not represent to any
person or entity that he has any such authority.


 


6.             Other
than the continued vesting of the currently scheduled restricted stock and
restricted stock units referred to above in paragraph 4d, Doyle hereby waives
any claims to earning, vesting, or receiving any additional dividends,
restricted stock, restricted stock units, or stock options. Any vested but unexercised
stock options will be governed by the existing agreements for such options.


 


7.             In
exchange for the additional pay and benefits provided herein, Doyle also
promises


 


a.             not to use or
disclose any confidential information, trade secrets, or financial, personnel,
proprietary information, or client information which Doyle learned while
employed by the Company.


 


b.             not to disparage the
Company or its management, services, or investments, which obligation shall not
prohibit his giving truthful testimony in response to any legal order or
governmental inquiry.


 


c.             not to encourage or
assist any other person or entity to assert any legal claim against any Released
Party in this Agreement, which obligation shall not prohibit his giving
truthful testimony in response to any legal order or government inquiry.


 


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d.             not to encourage HCP
investors to withdraw their investments or invest elsewhere instead of HCP.


 


e.             not to solicit or
encourage, directly or indirectly, any Company employees to leave employment
with the Company for one year from the date he signs this Agreement.


 


If Doyle breaches any of the promises,
representations, or releases in this Agreement, the Company may stop any
payments or benefits otherwise owing under this Agreement and may seek additional
relief or remedy as provided herein.


 


8.             Doyle
does hereby, for Doyle and his heirs, successors and assigns, release, acquit
and forever discharge the Company, and its officers, directors, managers,
employees, representatives, lawyers, insurers, agents, trustees, related
entities, affiliates, subsidiaries, and each of their respective divisions,
groups, business units, associates, owners, stockholders, predecessors,
successors, heirs, and assigns, employee welfare benefit plans and pension or
deferred plans under Section 401 of the Internal Revenue Code of 1954, as
amended, and their trustees, administrators and other fiduciaries or
representatives, and all persons acting by, through, under, or in concert with
them, or any of them (the “Released Parties”), of and from any and all
waiveable claims, actions, charges, complaints, causes of action, rights,
demands, debts, damages, or accountings of whatever nature, known or unknown,
which Doyle or his heirs may have against such persons or entities based on any
act or omission which occurred prior to the effective date of this Agreement,
including but not limited to those related to, or arising from, Doyle’s
employment with the Company or his resignation, provided, however, that nothing
in this paragraph or paragraph 9 of this Agreement changes or waives Doyle’s
rights to be defended and indemnified in accordance with the terms of his
Indemnification Agreement with the Company dated February 14, 2008 or
California law, and Doyle will be continued on the Company’s D&O liability
insurance policy for the duration of the Indemnification Agreement or as
required by California law.


 


The
Company does hereby release, acquit and forever discharge Doyle and his heirs,
successors, and assigns, of and from any and all waiveable claims, actions,
charges, complaints, causes of action, rights, demands, debts, damages or accountings
of whatever nature based on any act or omission which occurred prior to the
effective date of this Agreement that is presently known to the Company’s Board
of Directors or its Chief Executive Officer James F. Flaherty III, including
but not limited to those related to, or arising from, Doyle’s employment with
the Company or his resignation.


 


9.             It is
further understood and agreed that as a condition of this Settlement, all
rights under Section 1542 of the Civil Code of the State of California are
expressly waived by Doyle.  Such Section reads
as follows:


 


“A General Release does
not extend to claims which a creditor does not know or suspect to exist in his
or her favor at the time of executing the Release, which if known by him or her
must have materially affected his or her settlement with the debtor.”


 


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Doyle affirms that this waiver of Section 1542 is not
a mere recital.  Doyle affirms that he is
aware that the Company would not have entered into this Agreement but for Doyle’s
agreement to a full waiver of all waiveable claims of any type and description,
including unknown claims.


 


10.           This
Agreement contains all of the terms, promises, representations, and
understandings made between the parties and supersedes any previous
representations, understandings, or agreements, except for (a) the Arbitration
Agreement referred to in paragraph 12 of this Agreement, (b) any agreement by
Doyle regarding confidentiality and/or protection of Company information,
property, or trade secrets, and the HCP Insider Trading Policy signed by Doyle
on August 28, 2008 and (c) Indemnity Agreement signed by Doyle on February 14,
2008 all of which agreements shall continue in full force and effect.  Furthermore, the terms of this Agreement
cannot be modified or amended in any way except by a writing signed by Doyle
and an executive officer of the Company.


 


11.           Doyle
understands that he is waiving legal rights by signing this Agreement and has
consulted with legal counsel and any other persons to the full extent he wanted
to do so before signing this Agreement.


 


12.           The
Company and Doyle have entered into an agreement signed by Doyle on December 23,
2004  to arbitrate disputes arising out of
or relating to their employment relationship (the “Arbitration Agreement”).  Any disputes arising out of or relating to
this Agreement, as well as any other matters that are subject to the Arbitration
Agreement, shall be subject to determination through final and binding
arbitration in accordance with the Arbitration Agreement.


 


This
Agreement is effective on the date signed by Doyle.


 


	
  HCP, Inc.

  	
   

  	
  George P. Doyle

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/Edward J. Henning

  	
   

  	
  By:

  	
  /s/George P. Doyle

  
	
   

  	
  Edward J. Henning

  	
   

  	
  Date Signed: June 1,
  2009

  
	
   

  	
  Executive Vice
  President and

  	
   

  	
   

  	
   

  
	
   

  	
  General Counsel

  	
   

  	
   

  	
   

  



 


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