Exhibit 10.38


RESTRICTED
STOCK AGREEMENT


THIS RESTRICTED STOCK AGREEMENT (this “Agreement”),
is made by and between Health Care Property Investors, Inc., a Maryland corporation
(the “Company”), and <<<NAME>>> , a non-employee
member of the Company’s Board of Directors (“Holder”), effective as
of  <<<DATE>>> (“Grant
Date”).


WHEREAS, the Company maintains the Health Care
Property Investors, Inc. 2006 Performance Incentive Plan (the “Plan”); and


WHEREAS, the Plan provides for the grant of
shares of Common Stock to non-employee directors as an inducement for such directors
to enter into or remain in the service of the Company and as an incentive for
increased efforts during such service;


NOW, THEREFORE, in consideration of the mutual
covenants herein contained and other good and valuable consideration, receipt
of which is hereby acknowledged, the parties hereto do hereby agree as follows:


ARTICLE I.

DEFINITIONS


Whenever the following terms are used in this
Agreement they shall have the meaning specified below unless the context
clearly indicates to the contrary.  The
masculine pronoun shall include the feminine and neuter, and the singular the
plural, where the context so indicates. 
All capitalized terms used herein without definition shall have the
meaning ascribed to such terms in the Plan.


Section 1.1 - Disability.


“Disability” shall mean a “permanent and total
disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise
determined by the Board).


Section 1.2 - Permissible Termination of
Service.


“Permissible Termination of Service” shall mean
Holder’s (i) death, (ii) Disability, (iii) removal from the Company’s Board of
Directors without cause (not including a failure to be re-elected) or (iv)
Retirement from the Company’s Board of Directors.  The Board, in its absolute discretion, shall
determine the effect of all matters and questions relating to a Permissible
Termination of Service, including without limitation whether a Termination of
Service constitutes a Permissible Termination of Service.


Section 1.3 - Restricted Shares.


“Restricted Shares” shall mean the shares of
Common Stock granted under this Agreement that are subject to Restrictions.









 



 


Section 1.4 - Restrictions.


“Restrictions”
shall mean the vesting requirements set forth in Section 3.1, the forfeiture
rights set forth in Section 3.2 and the restrictions on sale or other transfer
set forth in Section 3.3.


Section 1.5 - Retirement.


“Retirement” shall mean Holder (1) has attained
age 65 and completed at least five full years of service as an employee of the Company
and its Subsidiaries and/or a member of the Board, or (2) has attained age 60
and completed at least fifteen full years of service as an employee of the Company
and its Subsidiaries and/or a member of the Board.


Section 1.6 - Secretary.


“Secretary”
shall mean the Corporate Secretary of the Company.


Section 1.7 - Termination of Service


“Termination of Service” shall mean the termination
of Holder’s service with the Company as a director for any reason.


ARTICLE II.

ISSUANCE OF RESTRICTED SHARES


Section 2.1 - Issuance of Restricted Shares.


In consideration of the recitals and for other
good and valuable consideration, on the Grant Date the Company agrees to and
does hereby issue to Holder <<<NO. OF SHARES>>> Restricted
Shares (i.e., shares of Common
Stock subject to the Restrictions and other conditions set forth in this
Agreement).


Section 2.2 - Consideration to Company.


As partial consideration for the issuance of
Restricted Shares by the Company, Holder agrees to render faithful and
efficient services to the Company for a period of at least one (1) year from
the Grant Date.  Notwithstanding the
foregoing, Holder understands and agrees that, except as expressly provided
herein, in the event of a Termination of Service (other than a Permissible
Termination of Service), Holder shall forfeit all Restricted Shares.  Nothing in this Agreement or in the Plan
shall confer upon Holder any right to continue as a director of the Company, or
shall interfere with or restrict in any way the rights of the Company, which
are hereby expressly reserved, to remove Holder from the Board.


Section 2.3 - Adjustments in Restricted
Shares.


The Board may adjust the
Restricted Shares in accordance with the provisions of Section 7.1 of the Plan.



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ARTICLE III.

RESTRICTIONS


Section 3.1 - Vesting and Lapse of
Restrictions.


(a)           Subject to Sections 3.2(b) and 3.4
concerning accelerated vesting under specified circumstances, the Restrictions
with respect to each Restricted Share shall lapse as and to the extent such
Restricted Shares vest in accordance with the following schedule, conditioned
upon continued employment or service with the Company through the applicable
vesting date.  Except as provided in
Sections 3.2(b) and 3.4, the vesting of Restricted Shares and removal of
Restrictions on Restricted Shares shall cease as of the date of Termination of
Service of Holder.




	
  Number of Shares

  	
   

  	
   

  	
   

  	
  Effective Date of Vesting

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  <no. of
  shares>

  	
   

  	
  First Anniversary of
  the Grant Date

  
	
   

  	
   

  	
   

  
	
  <no. of shares>

  	
   

  	
  Second Anniversary of
  the Grant Date

  
	
   

  	
   

  	
   

  
	
  <no. of
  shares>

  	
   

  	
  Third Anniversary of
  the Grant Date

  
	
   

  	
   

  	
   

  
	
  <no of
  shares>

  	
   

  	
  Fourth Anniversary of the Grant Date

  






 


(b)           By resolution, the Board may, on such terms
and conditions as it deems appropriate, remove any or all of the Restrictions
(including without limitation, the Board may accelerate vesting) at any time or
from time to time.


Section 3.2 - Forfeiture.


(a)           Termination of Service Other Than a
Permissible Termination of Service. 
Upon a Termination of Service of Holder, other than a Permissible
Termination of Service, all Restricted Shares, to the extent such Restricted
Shares have not previously become vested pursuant to the terms hereof, shall be
automatically forfeited and cancelled effective as of the date of such
Termination of Service.


(b)           Permissible Termination of Service.  If there is a Permissible Termination of
Service of Holder, all Restricted Shares shall vest in full and all
Restrictions shall lapse immediately and automatically upon such Permissible
Termination of Service for all Restricted Shares, and no such shares shall be
forfeited or cancelled.


Section 3.3 - Restriction on Transfer of Restricted Shares.


Holder shall not sell,
exchange, transfer, alienate, hypothecate, pledge, encumber or assign any
Restricted Shares, or any rights with respect thereto.  Neither the Restricted Shares nor any
interest or right therein or part thereof shall be liable for the debts,
contracts, or engagements of Holder or his successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy)
and any attempted disposition thereof shall be null and void and of no effect.



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Section 3.4 - Acceleration of Vesting and
Lapse of Restrictions.


Upon the occurrence of a Change in Control Event, the Restrictions
shall, immediately prior to the effective date of the Change in Control Event,
automatically lapse for all Restricted Shares; provided, however, that the
Restrictions shall not so lapse if and to the extent the Restricted Shares are,
in connection with the Change in Control Event, either to be assumed by the
successor or survivor corporation (or parent thereof) or to be replaced with a
comparable right with respect to shares of the capital stock of the successor
or survivor corporation (or parent thereof), in each case appropriately
adjusted.  The determination of
comparability of rights shall be made by the Board, and its determination shall
be final, binding and conclusive.  The
Board may make such determinations and adopt such rules and conditions as it,
in its absolute discretion, deems appropriate in connection with such
acceleration of lapse of Restrictions, including, but not by way of limitation,
provisions to ensure that any such acceleration shall be conditioned upon the
consummation of the contemplated Change in Control Event.


Section 3.5 - Escrow.


(a)           The Secretary of the Company or any other person designated by the Board as
escrow agent shall retain physical custody of any certificates
representing the Restricted Shares until
and to the extent (i) such Restricted Shares have vested and all Restrictions
have been removed or lapsed as to such shares under this Agreement, or (ii)
such shares have been forfeited or cancelled pursuant to Section 3.2.  To ensure the delivery of Holder’s Restricted
Shares upon forfeiture, Holder hereby appoints the Secretary of the Company or
any other designated escrow agent as Holder’s attorney-in-fact to assign and
transfer unto the Company (or such designee), such Restricted Shares, if any,
pursuant to Section 3.2.


(b)           The Secretary, or other escrow agent, shall not be liable
for any act he or she may do or omit to do with respect to holding the
Restricted Shares in escrow and while acting in good faith and in the exercise
of his or her judgment.


Section 3.6 - Legend.


Any share certificate or other
evidence of the Restricted Shares issued hereunder may at the discretion of the
Company be endorsed with or subject to the following legend (in addition to any
legend required under applicable state securities laws):


THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND CERTAIN FORFEITURES AS SET
FORTH IN A RESTRICTED STOCK AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER,
A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE ISSUER, AND SUCH SHARES
MAY NOT BE, DIRECTLY OR INDIRECTLY, OFFERED, TRANSFERRED, SOLD, ASSIGNED,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT
PURSUANT TO THE PROVISIONS OF SUCH AGREEMENT.



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Section 3.7 - Vested Shares without
Restrictions.


(a)           As and to the extent the Restricted Shares
vest in accordance with the terms of this Agreement, the Restrictions on such
shares shall lapse and, and subject to compliance with Section 3.7(b), such
vested shares of Common Stock shall be delivered to the Holder or for the
benefit of his or her account without the legend referenced in Section
3.6.  Such vested shares shall cease to
be considered Restricted Shares subject to the terms and conditions of this
Agreement, and shall be shares of Common Stock of the Company free of all
Restrictions.


(b)           Notwithstanding the foregoing, vested shares
shall not be delivered to the Holder or for the benefit of or to his account
unless and until the Holder shall have paid to the Company in cash or made provisions
for payment through withholding against income, the full amount of all federal
and state (or applicable foreign) withholding or other employment taxes
applicable to the taxable income of the Holder resulting from the grant of the
Restricted Shares or the lapse or removal of the Restrictions.


Section 3.8 - Restrictions on New Shares
and Distributions.


In the event of any dividend or other
distribution (including ordinary cash dividends, and whether in the form of
Common Stock, other securities, or other property), recapitalization,
reclassification, stock split, reverse stock split, reorganization, merger,
consolidation, split-off, spin-off, combination, purchase, liquidation,
dissolution, or sale, transfer, exchange or other disposition of all or substantially
all of the assets of the Company, or exchange of Common Stock or other
securities of the Company, or issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, or other similar transaction
or event, is paid, issued, exchanged or distributed in respect of Restricted
Shares, such new or additional or different shares or securities or property
(including cash) which are attributable to Holder in his capacity as the owner
of the Restricted Shares, shall be considered to be Restricted Shares and shall
be subject to all of the Restrictions, unless the Board shall, in its
discretion, otherwise provide.


ARTICLE IV.

MISCELLANEOUS


Section 4.1 - Administration.


The Board shall have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration,
interpretation and application of the Plan as are consistent therewith and to
interpret, amend or revoke any such rules. 
All actions taken and all interpretations and determinations made by the
Board in good faith shall be final and binding upon Holder, the Company and all
other interested persons.  No member of
the Board shall be personally liable for any action, determination, or
interpretation made in good faith with respect to the Plan or the Restricted
Shares.


Section 4.2 - Conditions to Issuance of
Stock.


The
Restricted Shares may be either previously authorized but unissued shares or
issued shares which have then been reacquired by the Company.  Such shares shall be fully paid and nonassessable.  The Company shall not be required to issue or
deliver any shares of stock pursuant to this Agreement prior to fulfillment of
all of the following conditions:



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(i)            The admission of such shares to
listing on all stock exchanges on which such class of stock is then listed, if
applicable; and


(ii)           The completion of any registration or
other qualification of such shares under any state or federal law or under
rulings or regulations of the Securities and Exchange Commission or of any
other governmental regulatory body, if applicable, or the receipt of further
representations from Holder as to investment intent or completion of other
actions necessary to perfect exemptions, as the Board shall, in its absolute
discretion, deem necessary or advisable; and


(iii)          The obtaining of any approval or other
clearance from any state or federal governmental agency which the Board shall,
in its absolute discretion, determine to be necessary or advisable; and


(iv)          The lapse of such reasonable period of
time as the Board may from time to time establish for reasons of administrative
convenience; and


(v)           The receipt by the Company of payment
of any applicable withholding tax.


Section 4.3 - Rights as Stockholder.


Holder shall have all the rights of a
stockholder with respect to the Restricted Shares, including the right to vote
and receive all dividends or other distributions paid or made with respect to
the Restricted Shares, subject to Section 3.8; provided, however,
that in the discretion of the Board, any extraordinary distributions with
respect to the Common Stock may be released from the Restrictions.


Section 4.4 - Withholding Tax.


Holder agrees that in the event the issuance of the
Restricted Shares or the expiration or removal of Restrictions thereon results
in the Holder’s realization of income which for federal, state or local income
tax purposes is, in the opinion for the Company, subject to withholding of tax
at source by the Company, the Holder will pay to the Company an amount equal to
such withholding tax or the Company may withhold such amount from the Holder’s
salary or from dividends deposited with the Company with respect to the
Restricted Stock.


Section 4.5 - Section 83(b) Election.


No Holder may make an election under Section 83(b) of
the Code, or any successor section thereto, to be taxed with respect to all or
any portion of the Restricted Shares as of the date of issuance of the
Restricted Shares rather than as of the date or dates upon which the Holder
would otherwise be taxable under Section 83(a) of the Code, without the prior
consent of the Board, which consent may be withheld in its sole
discretion.  If a Holder makes a
permitted election under Section 83(b) of the Code, the Holder shall deliver a
copy of such election to the Company immediately after filing such election
with the Internal Revenue Service. 
Section 83(b) elections must be filed with the Internal Revenue Service
within 30 days following the Grant Date.



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Section 4.6 - Notices.


Any notice to be given under the terms of this
Agreement shall be in writing and addressed to the Company at its principal
office to the attention of the Secretary, and to Holder at the address last
reflected on the Company’s payroll records, or at such other address as either
party may hereafter designate in writing to the other.  Any such notice shall be delivered in person
or shall be enclosed in a properly sealed envelope addressed as aforesaid,
registered or certified, and deposited (postage and registry or certification fee
prepaid) in a post office or branch post office regularly maintained by the
United States Government.  Any such
notice shall be given only when received, but if Holder is no longer a member
of the Board, shall be deemed to have been duly given five business days after
the date mailed in accordance with the foregoing provisions of this Section
4.6.


Section 4.7 - Titles.


Titles are provided herein for convenience only
and are not to serve as a basis for interpretation or construction of this
Agreement.


Section 4.8 - Construction.


This Agreement shall be administered,
interpreted and enforced under the internal laws of the state of Maryland.


Section 4.9 - Conformity to Securities Laws.


Holder acknowledges that the Plan and this
Agreement are intended to conform to the extent necessary with all provisions
of all applicable federal and state laws, rules and regulations and to such
approvals by any listing, regulatory or other governmental authority as may, in
the opinion of counsel for the Company, be necessary or advisable in connection
therewith.  Notwithstanding anything
herein to the contrary, the Plan shall be administered, and the Restricted
Shares is granted, only in such a manner as to conform to such laws, rules and
regulations.  To the extent permitted by
applicable law, the Plan, this Agreement and the Restricted Shares shall be
deemed amended to the extent necessary to conform to such laws, rules and
regulations.


Section 4.10 - Plan.


The Restricted Shares and all rights of Holder
under this Agreement are subject to the terms and conditions of the Plan,
incorporated herein by this reference. 
Holder agrees to be bound by the terms of the Plan and this
Agreement.  Holder acknowledges having
read and understanding the Plan, the Prospectus for the Plan, and this
Agreement.  Unless otherwise expressly
provided in other sections of this Agreement, provisions of the Plan that
confer discretionary authority on the Board or the Administrator do not and
shall not be deemed to create any rights in Holder unless such rights are
expressly set forth herein or are otherwise in the sole discretion of the Board
or the Administrator so conferred by appropriate action of the Board or the
Administrator under the Plan after the date hereof.



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Section 4.11 - Entire Agreement.


This Agreement and the Plan together constitute
the entire agreement and supersede all prior understandings and agreements,
written or oral, of the parties hereto with respect to the subject matter
hereof.  The Plan and this Agreement may
be amended pursuant to Section 8.6 of the Plan.  Such amendment must be in writing and signed
by the Company.  The Company may,
however, unilaterally waive any provision hereof in writing to the extent such
waiver does not adversely affect the interests of Holder hereunder, but no such
waiver shall operate as or be construed to be a subsequent waiver of the same
provision or a waiver of any other provision hereof.


Section 4.12 - Counterparts.


This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.


IN WITNESS WHEREOF, this Agreement has been executed
and delivered by the parties hereto.


 


	
  

  	
   

  	
  HEALTH CARE PROPERTY INVESTORS, INC.

  a Maryland Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Edward J. Henning

  Senior Vice President, General Counsel
 and Corporate Secretary

  



 


 


HOLDER


	
  

  	
   

  	
   

  
	
  <<<NAME>>>

  	
   

  	
   

  



 



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