Exhibit 10.2
RESIGNATION AND CONSULTING
AGREEMENT
HCP, Inc., and its affiliates and
subsidiaries (hereinafter collectively “Company”) and
George P. Doyle (“Doyle”) hereby agree to end their
employment relationship on the following basis:
1.
Doyle hereby voluntarily resigns
from his position as Senior Vice President – Chief Accounting
Officer and all other employment relationships with the Company
effective June 30, 2009. Doyle will be paid his normal salary
and any earned but unused vacation and personal days through that
date, and all outstanding expense reports.
2.
Prior to completing his last day of
work on June 30, 2009, Doyle will cooperate fully in a professional
manner to complete his normal duties and responsibilities and to
accomplish a smooth and amicable transition of such duties and
responsibilities to the persons designated by the Company to assume
them. In addition, Doyle will return to the Company by June
30, 2009, all files, records, credit cards, keys, equipment, and
all other Company property or documents.
3.
Doyle represents that he is signing
this Agreement voluntarily and with a full understanding of and
agreement with all of its terms, for the purpose of receiving the
additional pay and benefits from the Company set forth
below.
4.
In reliance on Doyle’s
agreement with the terms, representations, and general releases in
this Agreement, the Company will provide Doyle with the following
additional pay and benefits:
a.
On June 30, 2009, the Company will
pay Doyle a lump sum of $175,000, less legally required
deductions.
b.
The consultancy relationship set
forth in paragraph 5 of this Agreement, for which Doyle will be
paid a total of an additional $245,000 if he fulfills the
obligations of this Agreement.
c.
The Company will reimburse Doyle his
cost of his COBRA premiums for up to 18 months to enable him and
his family to maintain his current insurance benefits (including
medical, dental and vision) if he elects to exercise his COBRA
rights, plus a gross-up to cover Doyle’s tax liability for
such COBRA premium reimbursements.
d.
Doyle will continue to vest in
shares of restricted stock and restricted stock units that are
scheduled to vest on or before February 3, 2010, but will not vest
in any stock options after June 30, 2009.
Doyle agrees that he is not entitled to receive,
and will not claim, entitlement to any compensation not expressly
provided for in this Agreement, including but not limited to any
bonus, stock grant or option, or other incentive
compensation.
