Exhibit
10.1


HEALTH
CARE PROPERTY INVESTORS, INC.

2006 PERFORMANCE INCENTIVE PLAN

STOCK UNIT AWARD AGREEMENT


THIS
STOCK UNIT AWARD AGREEMENT (this “Agreement”)
is dated as of August 14, 2006 by and between Health Care Property Investors,
Inc., a Maryland corporation (together with its successors and assigns, the “Corporation”), and James F. Flaherty III (the “Executive”).


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 has granted to
the Executive effective as of the date hereof (the “Award Date”),
restricted stock units under the Plan (the “Stock Unit
Award” or “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 Executive, and the
mutual promises made herein and the mutual benefits to be derived therefrom,
the parties agree as follows:


1.     Defined Terms.  As used herein, the following terms shall
have the meanings ascribed to them in that certain Employment Agreement by and
between the Corporation and the Executive, dated as of October 26, 2005 (the “Employment Agreement”) and as in effect as of the date
hereof, which definitions are incorporated in full into this Agreement:  “Cause,” “Change in Control,” “Covered Resignation,”
“Date of Termination,” “Disability,” “Employment Period,”
“Good Reason,”  “Termination For Good
Reason,” “Termination Other Than For
Cause” and “Termination Upon a Change
in Control.”  Such meanings
shall continue to apply for purposes of this Agreement notwithstanding any
termination of the “Employment Period” of the Employment Agreement.  In addition, “Fair Market Value” for purposes of this Agreement means the
closing price of a share of Common Stock as reported on the composite tape for
securities listed on the New York Stock Exchange or, if the Common Stock is not
then traded on the New York Stock Exchange, the closing price of a share of
Common Stock on the principal public exchange on which the Corporation’s Common
Stock is then traded (the New York Stock Exchange or such other exchange, as
applicable, the “Exchange”) for the date in
question, or, if no sales of Common Stock were made on the Exchange on that
date, the average of the closing prices of a share of Common Stock for the next
preceding day and the next succeeding day on which sales of Common Stock were
made on the Exchange.  In the event the
Common Stock is not then traded on any public exchange, the Fair Market Value
of the Common Stock will be reasonably determined by the Administrator in a
manner which does not impose additional taxes, interest or penalties on the
Executive pursuant to Section 409A of the Internal Revenue Code of 1986, as
amended from time to time (the “Code”)
and its implementing regulations (“Section
409A”).  For purposes of this
Agreement, “Pro-Rata Vesting Percentage”
means the vesting percentage that would apply on the Executive’s birthday that
immediately follows the Severance Date minus the vesting percentage that
applies as of the Executive’s birthday that immediately precedes the Severance
Date multiplied by a fraction (not greater than one), the numerator of which is
the number of days from the Executive’s birthday that immediately precedes the
Severance Date through (and









 



including) the Severance
Date, and the denominator of which is 365; provided that the Pro Rata Vesting
Percentage shall be zero if the Severance Date coincides with the Executive’s
birthday.  For purposes of this
Agreement, “Severance Date” means
the last day the Executive is employed by the Corporation or its Subsidiaries
(regardless of the reason for such termination of the Executive’s employment),
which if the Employment Period is in effect shall not be earlier than the Date
of Termination.  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 Agreement, as of
the date of this Agreement, the Corporation hereby grants to the Executive a
Stock Unit Award with respect to an aggregate of 219,000 stock units (subject
to increase for any dividend equivalents to be credited pursuant to Section
5(b) hereof and to adjustment as otherwise provided in Section 7.1 of the Plan
and/or Section 9 of this Agreement) (the “Stock Units”).  As used herein, the term “stock unit” shall
mean a non-voting unit of measurement which is deemed for bookkeeping purposes
to be equivalent to one outstanding share of the Corporation’s Common Stock
(subject to adjustment as provided in Section 7.1 of the Plan and/or Section 9
hereof) solely for purposes of the Plan and this Agreement.  The Stock Units shall be used solely as a
device for the determination of the payment to eventually be made to the
Executive if such Stock Units vest pursuant to Section 3 or Section 8
hereof.  The Stock Units shall not be
treated as property or as a trust fund of any kind.


3.     Vesting. 
Subject to Section 8 and Section 9, the Award shall vest with respect to
the applicable percentage of the total number of Stock Units (as increased by
any dividend equivalents credited (or to be credited) pursuant to Section 5(b)
hereof) (with such total number subject to adjustment under Section 7.1 of
the Plan and/or Section 9 hereof) subject to the Award on the Executive’s
attainment of each age set forth in the table below (with such percentage
increased by the Pro-Rata Vesting Percentage in the event the Executive’s
Severance Date occurs after, but not before, Executive’s attainment of age 55):




	
  Age

  	
   

  	
  Percentage of Units

  That Vest

  	
   

  
	
  55

  	
   

  	
  14

  	
  %

  
	
  56

  	
   

  	
  19

  	
  %

  
	
  57

  	
   

  	
  26

  	
  %

  
	
  58

  	
   

  	
  34

  	
  %

  
	
  59

  	
   

  	
  43

  	
  %

  
	
  60

  	
   

  	
  54

  	
  %

  
	
  61

  	
   

  	
  62

  	
  %

  
	
  62

  	
   

  	
  70

  	
  %

  
	
  63

  	
   

  	
  79

  	
  %

  
	
  64

  	
   

  	
  89

  	
  %

  
	
  65

  	
   

  	
  100

  	
  %

  






 


The vesting percentages set forth in the preceding
table (as increased by any applicable Pro-Rata Vesting Percentage) are not
cumulative and are aggregate vesting percentages that take into account all
prior vesting.  For the avoidance of
doubt, each percentage above shall be increased by any applicable Pro-Rata
Vesting Percentage.  Thus, if the
Executive terminated employment when he was 55 1/2, the total percentage of
vested Stock Units would be 16.5%.  Once
vested, whether pursuant to this Section 3 or Section 8 hereof, the vested
Stock Units shall be non-forfeitable.



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4.     Continuance of Employment.  Except for any accelerated vesting expressly
provided for in Section 8 in the circumstances referred to therein and
except for application of any applicable Pro-Rata Vesting Percentage, 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 Agreement.  Except for application of any applicable
Pro-Rata Vesting Percentage, employment or service for only a portion of a
vesting period, even if a substantial portion, will not entitle the Executive
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 Agreement or the Plan
constitutes an employment or service commitment by the Corporation, affects the
Executive’s status as an employee at will who is subject to termination without
cause, confers upon the Executive any right to remain employed by or in service
to the Corporation or any Subsidiary, interferes in any way with the right of
the Corporation or any Subsidiary at any time to terminate such employment or
services, or affects the right of the Corporation or any Subsidiary to increase
or decrease the Executive’s other compensation or benefits.  Nothing in this paragraph, however, is
intended to adversely affect any independent contractual right of the Executive
without his consent thereto.


5.     Dividend and Voting Rights.


(a)           Limitations on Rights Associated with Units.  The Executive shall have no rights as a
stockholder of the Corporation, no dividend rights (except as expressly
provided in Section 5(b) with respect to dividend equivalent rights) and no
voting rights, with respect to the Stock Units and any shares of Common Stock
underlying or issuable in respect of such Stock Units until such shares of
Common Stock are actually issued to and held of record by the Executive.  No adjustments will be made for dividends or
other rights of a holder for which the record date is prior to the date the
stock certificate should be issued pursuant to Section 7 hereof.


(b)           Dividend Equivalent Rights Distributions.  As of any date that the Corporation pays an
ordinary cash dividend on its Common Stock, the Corporation shall credit the
Executive with an additional number of Stock Units equal to (i) the per share
cash dividend paid by the Corporation on its Common Stock on such date,
multiplied by (ii) the total number of Stock Units (including any dividend
equivalents previously credited hereunder) (with such total number adjusted
pursuant to Section 7.1 of the Plan and/or Section 9 hereof) subject to the
Award as of the related dividend payment record date, divided by (iii) the Fair
Market Value of a share of Common Stock on the date of payment of such
dividend.  Any Stock Units credited
pursuant to the foregoing provisions of this Section 5(b) shall be subject to
the same vesting, payment and other terms, conditions and restrictions as the
original Stock Units to which they relate. 
No crediting of Stock Units shall be made pursuant to this Section 5(b)
with respect to any Stock Units which, as of such record date, have either been
paid pursuant to Section 7 or terminated pursuant to Section 8.  Not less frequently than once per annum, the
Corporation shall provide the Executive with a statement of the total number of
Stock Units which are subject to this Award.



 3
 






 



6.     Restrictions on Transfer.  Neither the Stock Unit Award, nor any
interest therein or amount or shares payable in respect thereof 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 (a) transfers to the Corporation, or (b) transfers
by will or the laws of descent and distribution.


7.     Timing and Manner of Payment of Stock Units.  Subject to Section 22 hereof, the Stock Units
subject to this Award (including any dividend equivalents credited (or to be
credited) pursuant to Section 5(b) hereof) that have vested in accordance with
the terms hereof as of the Severance Date shall be distributed to the Executive
on or as soon as administratively practical after the Severance Date; provided,
however, as follows: (1) except in the case of the Executive’s death, if
at the time of the Severance Date the Executive is a “specified employee,” as
defined in Section 409A(a)(2)(B)(i), such distribution shall not be made until
one day after the sixth month anniversary of the Severance Date (or, if later,
the time specified in clause (3) below); (2) if the Executive’s employment is
terminated due to Disability and such Disability satisfies the requirements of
Section 409A(a)(2)(C), then (subject to clause (3) below) such payment may be
made promptly following the Severance Date without regard to whether the
Executive was a “specified employee” at such time; and (3) to the extent no
additional taxes, interest or penalties would be imposed on the Executive
pursuant to Section 409A, if the Corporation reasonably anticipates that the
Corporation’s federal income tax deduction with respect to the payment of the
Stock Units to the Executive would be limited or eliminated by application of
Section 162(m) of the Code, payment of the Stock Units shall be made on the
earliest date at which the Corporation reasonably anticipates that such
deduction for such payment will not be limited or eliminated by application of
Section 162(m) of the Code (but in no event later than as of January 1st of the
year following the year in which the Severance Date occurs).  Payment of the vested Stock Units shall be
made by delivery to the Executive of a number of shares of Common Stock (either by delivering one or more
certificates for such shares or by entering such shares in book entry form, as
determined by the Corporation in its discretion) equal to the number of Stock
Units being paid (provided that the Corporation shall pay any fractional share
in cash).  The Executive shall
have no further rights with respect to any Stock Units that are paid or that
terminate pursuant to Section 8.


8.     Effect of Termination of Employment or Change in Control.


(a)     Termination of Unvested
Units.  On the Severance
Date, the Executive’s Stock Units shall terminate to the extent such units have
not theretofore become vested pursuant to Section 3 and do not vest in
connection with the termination of the Executive’s employment pursuant to the
following subsections of this Section 8. 
If any unvested Stock Units are terminated hereunder, such Stock Units
shall automatically terminate and be cancelled as of the applicable termination
date without payment of any consideration by the Corporation and without any
other action by the Executive, or the Executive’s beneficiary or personal
representative, as the case may be.  In
no event shall accelerated vesting be triggered pursuant to both Sections 8(b)
and 8(c).  In the event both Sections
8(b) and 8(c) would otherwise apply, Section 8(c) shall control.  In no event shall the number of Stock Units
that are vested as of the termination of the Executive’s employment be less
than the number that would have theretofore vested pursuant to Section 3 had
neither Section 8(b) nor Section 8(c) applied.



 4
 






 



(b)   Acceleration of Vesting on
Certain Terminations of Employment.  In the event that the Executive’s employment
by the Corporation or one of its Subsidiaries is terminated by the Corporation
without Cause (including a Termination Other Than for Cause), by the Executive
for Good Reason (including a Termination For Good Reason), or due to the
Executive’s death or Disability, the Award shall be deemed vested as of the
Severance Date with respect to the applicable percentage of the total number of
Stock Units (including any dividend equivalents credited (or to be credited)
pursuant to Section 5(b) hereof) (with such total number subject to adjustment
under Section 7.1 of the Plan and/or Section 9 hereof) subject to the
Award set forth in the table below based on the Executive’s age as of the
Severance Date (with such percentage increased by any applicable Pro-Rata
Vesting Percentage):




	
  Age

  	
   

  	
  Percentage of Units

  Deemed Vested

  	
   

  
	
  49

  	
   

  	
  8

  	
  %

  
	
  50

  	
   

  	
  10

  	
  %

  
	
  51

  	
   

  	
  13

  	
  %

  
	
  52

  	
   

  	
  16

  	
  %

  
	
  53

  	
   

  	
  20

  	
  %

  
	
  54

  	
   

  	
  24

  	
  %

  
	
  55

  	
   

  	
  28

  	
  %

  
	
  56

  	
   

  	
  32

  	
  %

  
	
  57

  	
   

  	
  37

  	
  %

  
	
  58

  	
   

  	
  42

  	
  %

  
	
  59

  	
   

  	
  48

  	
  %

  
	
  60

  	
   

  	
  54

  	
  %

  
	
  61

  	
   

  	
  62

  	
  %

  
	
  62

  	
   

  	
  70

  	
  %

  
	
  63

  	
   

  	
  79

  	
  %

  
	
  64

  	
   

  	
  89

  	
  %

  
	
  65

  	
   

  	
  100

  	
  %

  






 


The vesting percentages set forth in the preceding
table (as increased by any applicable Pro-Rata Vesting Percentage) are not
cumulative and are aggregate vesting percentages that take into account all
prior vesting (i.e., the vested percentage
includes, and is not in addition to, any vesting of the Stock Units that had
theretofore occurred pursuant to Section 3). 
For the avoidance of doubt, each percentage above shall be increased by
any applicable Pro-Rata Vesting Percentage. 
Thus, if the Executive terminated employment when he was 55 1/2, the
total percentage of vested Stock Units would be 30%.  Any additional Stock Units subject to the
Award required to vest pursuant to this Section 8(b) in connection with the
termination of the Executive’s employment shall be deemed vested as of the
Executive’s Severance Date.



 5
 






 



(c)   Acceleration
in Connection with a Termination In Connection with a Change in Control.  In the event that the Executive’s employment
by the Corporation or one of its Subsidiaries is terminated pursuant to a
Termination Upon a Change in Control (including a Covered Resignation) or if
the Employment Period is not in effect, pursuant to a termination without Cause
by the Company or a termination for Good Reason by the Executive, in both cases
upon or within two years following the Change in Control, or pursuant to
resignation by the Executive for any reason within the 30-day period following
the first anniversary of the Change in Control, or, whether or not the
Employment Period is in effect, the Executive’s employment is terminated
pursuant to a Termination Other Than for Cause within the 90-day period
preceding the Change in Control, the Award shall be deemed vested as of the
date of such termination (i.e., the Severance Date) with respect to the
applicable percentage of the total number of Stock Units (including any
dividend equivalents paid pursuant to Section 5(b) hereof) (with such total
number subject to adjustment under Section 7.1 of the Plan and/or Section
9 hereof) subject to the Award set forth in the table below based on the
Executive’s age as of the Severance Date (with such percentage increased by any
applicable Pro-Rata Vesting Percentage):




	
  Age

  	
   

  	
  Percentage of Units

  Deemed Vested

  	
   

  
	
  49

  	
   

  	
  14

  	
  %

  
	
  50

  	
   

  	
  17

  	
  %

  
	
  51

  	
   

  	
  20

  	
  %

  
	
  52

  	
   

  	
  24

  	
  %

  
	
  53

  	
   

  	
  28

  	
  %

  
	
  54

  	
   

  	
  32

  	
  %

  
	
  55

  	
   

  	
  36

  	
  %

  
	
  56

  	
   

  	
  41

  	
  %

  
	
  57

  	
   

  	
  46

  	
  %

  
	
  58

  	
   

  	
  53

  	
  %

  
	
  59

  	
   

  	
  61

  	
  %

  
	
  60

  	
   

  	
  69

  	
  %

  
	
  61

  	
   

  	
  77

  	
  %

  
	
  62

  	
   

  	
  86

  	
  %

  
	
  63

  	
   

  	
  91

  	
  %

  
	
  64

  	
   

  	
  95

  	
  %

  
	
  65

  	
   

  	
  100

  	
  %

  






 


The vesting percentages set forth in the preceding
table (as increased by any applicable Pro-Rata Vesting Percentage) are not
cumulative and are aggregate vesting percentages that take into account all
prior vesting (i.e., the vested percentage
includes, and is not in addition to, any vesting of the Stock Units that had
theretofore occurred pursuant to Section 3). 
For the avoidance of doubt, each percentage above shall be increased by
any applicable Pro-Rata Vesting Percentage. 
Thus, if the Executive terminated employment when he was 55 1/2, the
total percentage of vested Stock Units would be 38.5%.  Any additional Stock Units subject to the
Award required to vest pursuant to this Section 8(c) in connection with the
termination of the Executive’s employment shall be deemed vested as of the
Executive’s Severance Date.   In
addition, if a successor to all or substantially all of the business and/or
assets of the Corporation fails to assume this Agreement, the Executive shall
be deemed to have vested in the Stock Units subject to this Award with respect
to such percentage of Stock Units that would have vested if his employment had
been terminated pursuant to this Section 8(c) as of the Change in Control.



 6
 






 



9.     Adjustments Upon Specified Events.  The Administrator may accelerate the vesting
of the Stock Units in such circumstances as it, in its sole discretion, may
determine.  In addition, upon the
occurrence of the events relating to the Corporation’s stock contemplated by
Section 7.1 of the Plan (including, without limitation, an extraordinary cash
dividend on such stock), the Administrator shall make adjustments in the number
of Stock Units then outstanding and the number and kind of securities or other
property that may be issued in respect of the Stock Unit Award in order to keep
the Executive in the same economic position. 
No such adjustment shall be made with respect to any ordinary cash
dividend for which dividend equivalents are credited pursuant to Section 5(b).


10.  Tax Issues. 
Upon any distribution of shares of the Common Stock in respect of the
Stock Units, the Corporation shall reduce the number of shares to be delivered
by (or otherwise reacquire) the appropriate number of whole shares, valued at
their then Fair Market Value, required
to satisfy any tax withholding obligations the Corporation or a Subsidiary may
have with respect to such distribution at the minimum applicable withholding
rates; provided, however, that in the event such reduction of shares would not
be in compliance with applicable law or that any payment of the Stock Units is
not made in the form of shares of the Common Stock, the Executive shall, at his
option, have the right to either (a) pay or provide for payment in cash of the
amount of any taxes that the Corporation or a Subsidiary may be required to
withhold with respect to such payment and/or distribution, or (b) have the
Corporation or Subsidiary deduct from any amount payable to the Executive the
amount of any taxes which the Corporation or Subsidiary may be required to
withhold with respect to such payment and/or distribution.


11.  Notices.  All
notices and other communications under this Agreement shall be in writing and
shall be given (i) when personally delivered to the recipient (provided a
written acknowledgement of receipt is obtained), (ii) three days after mailing
by first class mail, postage pre-paid, certified or registered with return
receipt requested or (iii) one day after being sent by a nationally recognized
overnight courier (provided that a written acknowledgement of receipt is
obtained by the overnight courier), to the party concerned at the address
indicated below:


If to the Corporation:


Health Care Property
Investors, Inc.


3760 Kilroy Airport Way,
Suite 300


Long Beach, California
90806


Attention:  General Counsel


If to the Executive:


To the most recent home
address in the Corporation’s records.


Any party may change such party’s address for notices
by notice duly given pursuant to this Section 11.



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12.  Plan.  The
Award and all rights of the Executive under this Agreement are subject to, and
the Executive agrees to be bound by, all of the terms and conditions of the
provisions of the Plan, incorporated herein by reference.  In the event of a conflict or inconsistency
between the terms and conditions of this Agreement and of the Plan, the terms
and conditions of this Agreement shall govern. 
The Executive acknowledges having read and understood 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 Administrator do not (and shall not be
deemed to) create any rights in the Executive unless such rights are expressly
set forth herein or are otherwise in the sole discretion of the Administrator
so conferred by appropriate action of the Administrator under the Plan after
the date hereof.


13.  Entire Agreement. 
This Agreement and the Plan, together with the provisions of the
Employment Agreement incorporated herein, 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 (other than the
Employment Agreement).  Any and all
modifications to this Agreement must be in writing and signed by the party
against whom enforcement of such modification is sought.  With respect to any provision of the
Employment Agreement that is incorporated herein, any references in such
provision to “Officer” and “this Agreement” shall refer to the Executive and this
Agreement, respectively.  The waiver of
the breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach of the same or other provision hereof.  Any waiver to be effective must be in
writing, specifically referring to the provision being waiver and signed by the
party against whom the waiver is being enforced.  Should a court or other body of competent
jurisdiction, including any arbitrator selected pursuant to Section 6(h)(i) of
the Employment Agreement, determine that any provision of this Agreement is
invalid or unenforceable, such provision shall be adjusted rather than voided,
if possible, taking into account the intent of the parties when they entered
into this Agreement and all other provisions of this Agreement shall be deemed
valid and enforceable to the extent possible.


14.  Limitation on Executive’s Rights.  Participation in the Plan confers no rights or
interests other than as herein provided. 
This Agreement creates only a contractual obligation on the part of the
Corporation as to amounts payable and shall not be construed as creating a
trust.  Neither the Plan nor any
underlying program, in and of itself, has any assets.  The Executive shall have only the rights of a
general unsecured creditor of the Corporation with respect to amounts credited
and benefits payable, if any, with respect to the Stock Units, and rights no
greater than the right to receive the Common Stock as a general unsecured
creditor with respect to Stock Units, as and when payable hereunder.


15.  Binding on Successors.  This Agreement shall, subject to the provisions
hereof, be binding upon and inure to the benefit of the parties, including
their heirs (in the case of the Executive), successors and assigns.  The rights and obligations under this
Agreement shall not be assignable by any party hereto without the other party’s
written consent; provided, however, that the Corporation may assign this
Agreement to any successor in connection with a Change in Control.  Any successor entity to the
Corporation (or, in the case of a Change in Control pursuant to a sale of the
Corporation’s assets, by the buyer of such assets), shall agree in writing to discharge and
perform all the promises, covenants, duties, and obligations of the Corporation
hereunder.



 8
 






 



16.  Dispute Resolution. 
Any dispute regarding this Agreement shall be submitted to mandatory,
binding arbitration. The arbitration shall be conducted in accordance with the
provisions respecting arbitration set forth in the Employment Agreement.  Sections 6(h)(iii) and Section 6(q) of the
Employment Agreement shall apply as to any fees incurred in connection with any
such arbitration, provided that any reference to “Officer” in such provision
shall be deemed to refer to the Executive or his beneficiary, as the case may
be.


17.  Representations. The Corporation represents and
warrants to the Executive that (i) the execution, delivery and performance of
this Agreement by the Corporation has been fully and validly authorized by all
necessary corporate actions, (ii) the officer signing this Agreement on behalf
of the Corporation is duly authorized to do so, (iii) the execution, delivery
and performance of this Agreement does not violate any applicable law,
regulation, order, judgment or decree or any agreement, plan or corporate
governance document to which the Corporation is a party or by which it is
bound, and (iv) upon execution and delivery of this Agreement by the parties,
it shall be a valid and binding obligation of the Corporation, enforceable
against the Corporation in accordance with its terms.


18.  No Mitigation/No Offset.  The Executive shall not be required to
mitigate the amount of any payment or benefit provided for hereunder, nor shall
the amount of any such payment or benefit be reduced by any compensation earned
by the Executive as the result of employment by another employer or
self-employment, by retirement benefits or by offset against any claim or
amount claimed to be owed by the Executive to the Corporation or any Subsidiary,
or otherwise.


19.  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.


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


21.  Governing Law. 
This 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.


22.  Construction.  The Corporation and the Executive agree to
cooperate and work together in good faith to timely amend this Agreement to the
extent necessary to avoid any additional tax, interest or penalties imposed by
Section 409A on the Executive  In the
event that the Executive and the Corporation do not agree as to the necessity,
timing or nature of a particular amendment intended to satisfy Section 409A,
reasonable deference will be given to the Executive’s reasonable interpretation
of such provisions.


23.  Legal Counsel; Mutual Drafting.  Each party recognizes that this is a legally
binding contract and acknowledges and agrees that they have had the opportunity
to consult with legal counsel of their choice. 
Each party has cooperated in the drafting, negotiation and preparation
of this Agreement.  Hence, in any
construction to be made of this Agreement, the same shall not be construed
against either party on the basis of that party being the drafter of such
language.  The Executive agrees and
acknowledges that he has read and understands this Agreement, is entering into
it freely and voluntarily, and has been advised to seek counsel prior to entering
into this Agreement and has had ample opportunity to do so.


[Remainder
of page intentionally left blank]



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


	
  HEALTH CARE PROPERTY

  INVESTORS, INC.,

  a Maryland corporation

  	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ James F. Flaherty III

  	
   

  
	
  By:

  	
  /s/ Edward J.
  Henning

  	
   

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
  Print Name:
  Edward J. Henning

  	
   

  	
   

  
	
   

  	
   

  	
  James F. Flaherty III

  	
   

  
	
  Its: Senior Vice
  President, General Counsel

  and Corporate Secretary

  	
   

  	
  Print Name

  
							



 



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