BETWEEN ANY
PROVISION OF THIS AGREEMENT AND ANY PROVISION OF ANY EQUITY AWARD GRANTED BY
CORPORATION OR THE INDEMNIFICATION AGREEMENT, THE PROVISION MOST FAVORABLE TO
OFFICER SHALL GOVERN.
(S)
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.
OFFICER 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.
23
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
HEALTH CARE PROPERTY INVESTORS, INC.
By:
/s/ Edward J. Henning
Edward J. Henning
Senior Vice President, General Counsel and
Corporate Secretary
/s/ James F. Flaherty III
James F. Flaherty III
24
EXHIBIT A
RESTRICTED STOCK UNIT AGREEMENT