Exhibit 10.36


HEALTH CARE PROPERTY INVESTORS, INC.

2006 PERFORMANCE INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT


THIS
RESTRICTED STOCK AWARD AGREEMENT (this “Award
Agreement”) is dated as of [                         ,
2006] (the “Award Date”)
by and between Health Care Property Investors, Inc., a Maryland corporation
(the “Corporation”), and [                                ]
(the “Participant”).


W
I T N E S S E T H


WHEREAS, pursuant
to the Health Care Property Investors, Inc. 2006 Performance Incentive Plan
(the “Plan”), the Corporation hereby grants
to the Participant, effective as of the date hereof, a restricted stock award
(the “Award”), upon the terms and conditions
set forth herein and in the Plan.


NOW THEREFORE, in
consideration of services rendered and to be rendered by the Participant, and
the mutual promises made herein and the mutual benefits to be derived
therefrom, the parties agree as follows:


1.             Defined
Terms.  Capitalized
terms used herein and not otherwise defined herein shall have the meaning
assigned to such terms in the Plan.


2.             Grant.  Subject to the terms of this Award Agreement,
the Corporation hereby grants to the Participant an Award with respect to an
aggregate of [                 ]
restricted shares of Common Stock of the Corporation (the “Restricted
Stock”).


3.             Vesting.  Subject to Section 8 below, the Award shall
vest, and restrictions (other than those set forth in Section 8.1 of the
Plan) shall lapse, [with respect
to 20% of the total number of shares of Restricted Stock (subject to adjustment
under Section 7.1 of the Plan) on each of the first, second, third, fourth
and fifth anniversaries of the Award Date.]  The Board reserves the right to accelerate
the vesting of the Restricted Stock in such circumstances as it, in its sole
discretion, deems appropriate and any such acceleration shall be effective only
when set forth in a written instrument executed by an officer of the
Corporation.


4.             Continuance
of Employment.  The
vesting schedule requires continued employment or service through each
applicable vesting date as a condition to the vesting of the applicable
installment of the Award and the rights and benefits under this Award Agreement.  Employment or service for only a portion of
the vesting period, even if a substantial portion, will not entitle the Participant
to any proportionate vesting or avoid or mitigate a termination of rights and
benefits upon or following a termination of employment or services as provided
in Section 8 below or under the Plan.


Nothing contained in this Award Agreement or the Plan
constitutes an employment or service commitment by the Corporation, affects the
Participant’s status as an employee at will who is subject to termination
without cause, confers upon the Participant any right to remain employed by or
in service to the Corporation or any of its Subsidiaries, interferes in any way
with the right of the Corporation or any of its Subsidiaries at any time to
terminate such 









 



 


employment or services, or affects the right of the
Corporation or any of its Subsidiaries to increase or decrease the Participant’s
other compensation or benefits.  Nothing
in this paragraph, however, is intended to adversely affect any independent
contractual right of the Participant without his or her consent thereto.


5.             Dividend
and Voting Rights. 
After the Award Date, the Participant shall be entitled to cash
dividends and voting rights with respect to the shares of Restricted Stock
subject to the Award even though such shares are not vested, provided that such
rights shall terminate immediately as to any shares of Restricted Stock that are
forfeited pursuant to Section 8 below.


6.             Restrictions
on Transfer.  Prior
to the time that they have become vested pursuant to Section 3 hereof or
Section 7 of the Plan, neither the Restricted Stock, nor any interest therein,
amount payable in respect thereof, or Restricted Property (as defined in
Section 9 hereof) may be sold, assigned, transferred, pledged or otherwise
disposed of, alienated or encumbered, either voluntarily or involuntarily.  The transfer restrictions in the preceding
sentence shall not apply to transfers to the Corporation.


7.             Stock
Certificates.


(a)           Book Entry Form.  The Corporation shall issue the shares of
Restricted Stock subject to the Award either: (a) in certificate form as
provided in Section 7(b) below; or (b) in book entry form, registered in the
name of the Participant with notations regarding the applicable restrictions on
transfer imposed under this Award Agreement.


(b)           Certificates to be Held by Corporation;
Legend.  Any certificates
representing shares of Restricted Stock that may be delivered to the Participant
by the Corporation prior to vesting shall be redelivered to the Corporation to
be held by the Corporation until the restrictions on such shares shall have
lapsed and the shares shall thereby have become vested or the shares
represented thereby have been forfeited hereunder.  Such certificates shall bear the following
legend and any other legends the Corporation may determine to be necessary or advisable
to comply with all applicable laws, rules, and regulations:


“The ownership of this certificate
and the shares of stock evidenced hereby and any interest therein are subject
to substantial restrictions on transfer under an Agreement entered into between
the registered owner and Health Care Property Investors, Inc.  A copy of such Agreement is on file in the
office of the Secretary of Health Care Property Investors, Inc.”


(c)           Delivery of Certificates Upon
Vesting.  Promptly after the vesting
of any shares of Restricted Stock pursuant to Section 3 hereof or Section 7 of
the Plan, the Corporation shall, as applicable, either remove the notations on
any shares of Restricted Stock issued in book entry form which have vested or
deliver to the Participant a certificate or certificates evidencing the number
of shares of Restricted Stock which have vested (or, in either case, such
lesser number of shares as may be permitted pursuant to Section 8.5 of the
Plan).  The Participant (or the
beneficiary or personal representative of the Participant in the event of the
Participant’s death or disability, as the case may be) shall deliver to the
Corporation any representations or other documents or assurances as the
Corporation or its counsel may determine to be necessary or 



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advisable in order to ensure compliance with all
applicable laws, rules, and regulations with respect to the grant of the Award
and the delivery of shares of Common Stock in respect thereof.  The shares so delivered shall no longer be
restricted shares hereunder.


(d)           Power of Attorney.  The Participant, by acceptance of the Award,
shall be deemed to appoint, and does so appoint by execution of this Award
Agreement, the Corporation and each of its authorized representatives as the
Participant’s attorney(s)-in-fact to effect any transfer of
unvested forfeited shares (or shares otherwise reacquired by the Corporation
hereunder) to the Corporation as may be required pursuant to the Plan or this
Award Agreement and to execute such documents as the Corporation or such
representatives deem necessary or advisable in connection with any such
transfer.


8.             Effect of Termination of Employment or
Services.  If the Participant ceases
to be employed by or ceases to provide services to the Corporation or a
Subsidiary (the date of such termination of employment or service is referred
to as the Participant’s “Severance Date”),
the Participant’s shares of Restricted Stock (and related Restricted Property
as defined in Section 9 hereof) shall be forfeited to the Corporation to the
extent such shares have not become vested pursuant to Section 3 hereof or
Section 7 of the Plan upon the Severance Date regardless of the reason for the
termination of the Participant’s employment or services; provided, however,
that if the Participant’s employment is terminated as a result of the
Participant’s death, Total Disability (as defined below) or Retirement (as
defined below), the Participant’s shares of Restricted Stock (and related
Restricted Property), to the extent not then vested, shall become fully vested
as of the Participant’s Severance Date. 
If the Participant is employed by a Subsidiary and that entity ceases to
be a Subsidiary, such event shall be deemed to be a termination of employment
of the Participant for purposes of this Agreement, unless the Participant
otherwise continues to be employed by the Corporation or another of its
Subsidiaries following such event.  Upon
the occurrence of any forfeiture of shares of Restricted Stock hereunder, such
unvested, forfeited shares and related Restricted Property shall be
automatically transferred to the Corporation as of the Severance Date, without
any other action by the Participant (or the Participant’s beneficiary or
personal representative in the event of the Participant’s death or disability,
as applicable).  No consideration shall
be paid by the Corporation with respect to such transfer.  The Corporation may exercise its powers under
Section 7(d) hereof and take any other action necessary or advisable to
evidence such transfer.  The Participant
(or the Participant’s beneficiary or personal representative in the event of
the Participant’s death or disability, as applicable) shall deliver any
additional documents of transfer that the Corporation may request to confirm
the transfer of such unvested, forfeited shares and related Restricted Property
to the Corporation.


For purposes of the
Award, “Total Disability” means a “permanent
and total disability” (within the meaning of Section 22(e)(3) of the Code or as
otherwise determined by the Administrator). 
For purposes of the Award, “Retirement”
means the Participant (1) has attained age 65 and completed at least five full
years of service as an employee of the Corporation 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 Corporation and its
Subsidiaries and/or a member of the Board.



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9.             Adjustments
Upon Specified Events. 
Upon the occurrence of certain events relating to the Corporation’s
stock contemplated by Section 7.1 of the Plan, the Administrator shall make
adjustments if appropriate in the number and kind of securities that may become
vested under the Award.  If any
adjustment shall be made under Section 7.1 of the Plan or an event described in
Section 7.3 of the Plan shall occur and the shares of Restricted Stock are not
fully vested upon such event or prior thereto, the restrictions applicable to
such shares of Restricted Stock shall continue in effect with respect to any
consideration, property or other securities (the “Restricted
Property” and, for the purposes of this Award Agreement, “Restricted
Stock” shall include “Restricted Property”, unless the context otherwise
requires) received in respect of such Restricted Stock.  Such Restricted Property shall vest at such
times and in such proportion as the shares of Restricted Stock to which the
Restricted Property is attributable vest, or would have vested pursuant to the
terms hereof if such shares of Restricted Stock had remained outstanding.  To the extent that the Restricted Property
includes any cash (other than regular cash dividends), such cash shall be
invested, pursuant to policies established by the Administrator, in interest
bearing, FDIC-insured (subject to applicable insurance limits) deposits of a
depository institution selected by the Administrator, the earnings on which
shall be added to and become a part of the Restricted Property.


10.          Tax
Withholding.  The
Corporation (or any of its Subsidiaries last employing the Participant) shall
be entitled to require a cash payment by or on behalf of the Participant and/or
to deduct from other compensation payable to the Participant any sums required
by federal, state or local tax law to be withheld with respect to the vesting
of any Restricted Stock.  Alternatively,
the Participant or other person in whom the Restricted Stock vests may
irrevocably elect, in such manner and at such time or times prior to any
applicable tax date as may be permitted or required under Section 8.5 of the
Plan and rules established by the Administrator, to have the Corporation  withhold and reacquire shares of Restricted
Stock at their fair market value at the time of vesting to satisfy any
withholding obligations of the Corporation or its Subsidiaries with respect to
such vesting.  Any election to have
shares so held back and reacquired shall be subject to such rules and
procedures, which may include prior approval of the Administrator, as the Administrator
may impose, and shall not be available if the Participant makes or has made an
election pursuant to Section 83(b) of the Code with respect to such Award.


11.          Notices.  Any notice to be given under the terms of
this Award Agreement shall be in writing and addressed to the Corporation at
its principal office to the attention of the Secretary, and to the Participant
at the Participant’s last address reflected on the Corporation’s payroll
records.  Any 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 the Participant is no longer
an Eligible Person, shall be deemed to have been duly given five business days
after the date mailed in accordance with the foregoing provisions of this
Section 11.


12.          Plan.  The Award and all rights of the Participant under
this Award Agreement are subject to the terms and conditions of the provisions
of the Plan, incorporated herein by reference. 
The Participant agrees to be bound by the terms of the Plan and this
Award Agreement.  The Participant
acknowledges having read and understanding the Plan, the Prospectus for the
Plan, and this Award Agreement.  Unless
otherwise expressly provided in other sections of this Award 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 



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in the Participant 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.


13.          Entire
Agreement.  This
Award 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 may be amended pursuant to
Section 8.6 of the Plan.  This
Agreement may be amended by the Board from time to time.  Any such amendment must be in writing and
signed by the Corporation.  Any such
amendment that materially and adversely affects the Participant’s rights under
this Agreement requires the consent of the Participant in order to be effective
with respect to the Award.  The
Corporation may, however, unilaterally waive any provision hereof in writing to
the extent such waiver does not adversely affect the interests of the
Participant 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.


14.          Counterparts.  This Award 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.


15.          Section
Headings.  The
section headings of this Award Agreement are for convenience of reference only
and shall not be deemed to alter or affect any provision hereof.


16.          Governing
Law.  This Award Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of Maryland without regard to conflict of law principles thereunder.


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IN WITNESS WHEREOF,
the Corporation has caused this Award Agreement to be executed on its behalf by
a duly authorized officer and the Participant has hereunto set his or her hand
as of the date and year first above written.


	
  

  	
  HEALTH
  CARE PROPERTY INVESTORS, INC.,

  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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