EXHIBIT 10.13
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of
October 26, 2005 (the "Effective Date") by and between HEALTH CARE PROPERTY
INVESTORS, INC., a Maryland corporation (together with its successors and
assigns, "Corporation"), and JAMES F. FLAHERTY III ("Officer").
RECITALS
A.
CORPORATION AND OFFICER DESIRE TO ENTER INTO A NEW EMPLOYMENT
AGREEMENT UPON THE TERMS SET FORTH IN THIS AGREEMENT; AND
B.
CORPORATION DESIRES TO CONTINUE TO EMPLOY OFFICER AS ITS CHIEF
EXECUTIVE OFFICER AND PRESIDENT, AND OFFICER IS WILLING TO ACCEPT SUCH
EMPLOYMENT BY CORPORATION, ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH
IN THIS AGREEMENT.
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:
AGREEMENT
THE PARTIES AGREE AS FOLLOWS:
1.
DUTIES.
DURING THE EMPLOYMENT PERIOD (AS DEFINED BELOW), OFFICER
AGREES TO BE EMPLOYED BY AND TO SERVE CORPORATION AS ITS CHIEF EXECUTIVE OFFICER
AND PRESIDENT.
CORPORATION AGREES TO EMPLOY AND RETAIN OFFICER IN SUCH
CAPACITIES.
OFFICER SHALL REPORT TO CORPORATION'S BOARD OF DIRECTORS (THE
"BOARD") AND AT ALL TIMES DURING THE EMPLOYMENT PERIOD SHALL HAVE POWERS AND
DUTIES COMMENSURATE WITH THE POSITIONS OF CHIEF EXECUTIVE OFFICER AND PRESIDENT
OF A COMPANY THE SIZE AND NATURE OF THE CORPORATION.
OFFICER SHALL DEVOTE
SUBSTANTIALLY ALL OF OFFICER'S BUSINESS TIME, ENERGY, AND SKILL TO THE
PERFORMANCE OF OFFICER'S DUTIES FOR CORPORATION AND SHALL HOLD NO OTHER
EMPLOYMENT.
NOTHING HEREIN SHALL PRECLUDE OFFICER FROM SERVING ON (AND
RECEIVING COMPENSATION FOR) BOARDS OF DIRECTORS OF OTHER FOR-PROFIT BUSINESS
ENTITIES AS THE BOARD APPROVES IN WRITING, WHICH APPROVAL SHALL NOT BE
UNREASONABLY WITHHELD OR ENGAGING IN A REASONABLE LEVEL OF CHARITABLE ACTIVITIES
AND COMMUNITY AFFAIRS, INCLUDING SERVING ON CHARITABLE, COMMUNITY OR EDUCATIONAL
BOARDS OR FROM MANAGING HIS PERSONAL AND FAMILY INVESTMENTS PROVIDED THAT SUCH
ACTIVITIES DO NOT MATERIALLY INTERFERE WITH THE EFFECTIVE DISCHARGE OF HIS
DUTIES AND RESPONSIBILITIES TO CORPORATION.
FOR PURPOSES OF CLARITY, THE BOARD
HAS APPROVED OFFICER'S SERVICE ON THE BOARD OF DIRECTORS OF QUEST DIAGNOSTICS.
2.
TERM OF EMPLOYMENT.
(A)
DEFINITIONS.
FOR PURPOSES OF THIS AGREEMENT THE FOLLOWING TERMS
SHALL HAVE THE FOLLOWING MEANINGS:
(I)
"TERMINATION FOR CAUSE" SHALL MEAN TERMINATION BY THE BOARD OF
OFFICER'S EMPLOYMENT WITH CORPORATION BY REASON OF OFFICER'S: (A) WILLFUL AND
1
CONTINUED FAILURE TO SUBSTANTIALLY PERFORM HIS DUTIES WITH CORPORATION AFTER A
WRITTEN DEMAND FOR SUBSTANTIAL PERFORMANCE IS DELIVERED TO OFFICER BY THE BOARD,
WHICH DEMAND, BASED ON A GOOD FAITH DETERMINATION OF THE BOARD AFTER REASONABLE
INQUIRY, SPECIFICALLY IDENTIFIES THE MANNER IN WHICH THE BOARD BELIEVES THAT
OFFICER HAS NOT SUBSTANTIALLY PERFORMED HIS DUTIES (EXCEPT FOR ANY SUCH FAILURE
RESULTING FROM HIS INCAPACITY DUE TO PHYSICAL OR MENTAL ILLNESS OR ANY SUCH
ACTUAL OR ANTICIPATED FAILURE AFTER OFFICER'S ISSUANCE OF A NOTICE OF
TERMINATION (AS DEFINED IN SECTION 2(A)(VIII)) EITHER (1) FOR GOOD REASON (AS
DEFINED IN SECTION 2(A)(III), OR (2) IN CONNECTION WITH A COVERED RESIGNATION
(AS DEFINED IN SECTION 2(A)(IV)),