Exhibit
10.3


 


June 2,
2009


 


Mr. Scott
A. Anderson


994 Buffalo Ridge Road


Castle Rock, CO 80108


 


Dear
Scott:


 


We
are very pleased to offer you the position of Senior Vice President — Chief Accounting
Officer at HCP, Inc.  Your start
date will be no later than July 1, 2009.   If you are unable to start by that date, this
offer will be withdrawn.  This offer is
contingent upon the satisfactory completion of a background check and other
pre-employment screenings.  An
Authorization and Disclosure Form is attached for your review and
signature.  We will notify you once the
pre-employment screenings have been completed.


 


Arrangements
of your employment are as follows:


 


1.     Your base annual
compensation is $275,000 paid on a semi-monthly basis.  Your position is exempt.


 


2.     Your cash bonus for 2009 will
be $200,000 unless you resign or are discharged for misconduct prior to December 31,
2009. Thereafter, annual bonuses are discretionary. Since discretionary bonuses
are paid both for performance during a year and for continued active service
until the date the bonus is paid, no discretionary bonus will be paid unless
you are still actively employed at the time bonuses are paid. Bonuses are
typically awarded in the first quarter of the year following the year for which
performance is evaluated.


 


3.     Performance and compensation
evaluations are performed on an annual basis.


 


4.     You are eligible for three
weeks of vacation per year, which begin accruing upon employment.   Hours for your initial month will be
pro-rated based upon your start date.


 


5.     You are also eligible for
four personal days per year, which begin accruing upon employment.  Hours for your initial month will be
pro-rated based upon your start date.


 


6.     Upon employment, restricted common stock with
a value of $250,000 (based on the average closing stock price on the 10 trading
days immediately preceding your first day) will be awarded to you.  This is a “one-time” grant in the context of
joining HCP.  This stock is subject to a pro
rata five year annual vesting schedule.


 


7.     On the first of the month
following date of employment (or coincident with the date of employment if such
date is the first business day of the month) you will be eligible for the
following benefits to the extent provided to regular employees of HCP: medical,
dental, vision, life and disability insurance and eligible to contribute to the
401(k) Plan.  Additionally, on the
first of the month following 90 days of employment, you will be eligible to
participate in the Section 125 Cafeteria Plan’s Health Care &
Dependent Care Flexible Spending Plan. 
You will become eligible to receive the company matching contribution
for the 40l (k) Plan on the first of the month following three months of
employment.


 

















 


8.     HCP will reimburse you for
actual documented relocation expenses as set forth in the attached addendum,
but not to exceed $150,000. If not previously utilized, relocation benefits
will expire in their entirety after 18 months from your start date.


 


9.     HCP will provide a
reasonable “gross-up” for tax purposes on reimbursed expenses provided for in paragraph
8 and such gross-up will not be subject to the $150,000 cap.


 


You understand that you will be an employee
at will and that you may quit or be transferred, reassigned, promoted,
suspended, demoted and/or discharged at any time with or without cause and with
or without prior notice.  No other
promises or representations have been made to you.


 


You will also be required to sign an
agreement that any employment dispute will be subject to arbitration.  Attached is the agreement for your review.


 


Scott, once you have had a chance to review
the foregoing, please sign the enclosed copy of this letter, and return under
confidential cover to me.


 


 


Kind regards,


 


	
  /s/Thomas
  M. Herzog

  	
   

  
	
   

  	
   

  
	
  Thomas
  M. Herzog

  	
   

  
	
  Executive
  Vice President – Chief Financial Officer

  	
   

  



 


 


I agree to accept employment with HCP on this basis. I agree that no
other promises or representations have been made to me relating to my
employment other than those set forth in writing above.


 


	
  Accepted
  by:

  	
  /s/Scott A. Anderson

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
  June 2,
  2009

  	
   

  
	
   

  	
   

  
	
  Attachments

  	
   

  
				



 


2

















 


Addendum to Offer
Letter


Reimbursable
Relocation Expenses


 


1.     Movement (packing, unpacking,
transportation, and insurance) of household goods and personal effects.


 


2.     Transportation of up to two automobiles.


 


3.     Temporary storage of household goods and
personal effects.


 


4.     Temporary rental and commuting (between
Denver and Southern California) until the earlier of  12 months after your start date or 60 days
after the sale of your primary residence.


 


5.     Normal closing costs of buying and
selling primary residences (including broker’s commission, legal, title,
inspection, transfer taxes/documentary stamps, survey, recording, notary,
credit report, appraisal and loan origination/discount points).


 


6.     New residence utility connection fees.