Exhibit 10.1
HCP, INC.
2006 PERFORMANCE INCENTIVE
PLAN
DIRECTOR STOCK UNIT AWARD
AGREEMENT
THIS DIRECTOR STOCK UNIT AWARD
AGREEMENT (this “
Agreement ”) is dated as of
[
, 2009 ] by and between HCP, Inc., a Maryland corporation
(the “ Corporation ”), and
[ ]
(the “ Director ”).
W I T N E S S E T
H
WHEREAS , pursuant to the HCP, Inc. 2006 Performance
Incentive Plan (the “ Plan ”), the Corporation
has granted to the Director effective as of the date hereof (the
“ Award Date ”), a credit of 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 Director, 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 Agreement, the Corporation hereby
grants to the Director a Stock Unit Award with respect to an
aggregate of
[ ]
stock units (subject to adjustment as provided in Section 7.1 of
the Plan) (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) 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 Director
if such Stock Units vest pursuant to Section 3. The Stock
Units shall not be treated as property or as a trust fund of any
kind.
3.
Vesting .
Subject to Section 8 below, the Award shall vest and become
nonforfeitable with respect to twenty-five percent (25%) of the
total number of Stock Units (subject to adjustment under Section
7.1 of the Plan) on each of the first, second, third and fourth
anniversaries of the Award Date.
4.
Continuance of Service . The vesting of the Stock Units subject
to the Award and the rights and benefits under this Agreement
require continued 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. Service for
only a portion of the vesting period, even if a substantial
portion, will not entitle the Director to any proportionate vesting
or avoid or mitigate a termination of rights and benefits upon or
following a termination of services as provided herein or under the
Plan. Nothing contained in this Agreement or the Plan
constitutes a continued service commitment by the Corporation or
interferes with the right of the Corporation to increase or
decrease the compensation of the Director from the rate in
existence at any time.
1
5.
Dividend and Voting Rights .
(a)
Limitations on Rights Associated with Units .
The Director 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 Director. No adjustments will be made for
dividends or other rights of a holder for which the record date is
prior to the date of issuance of the stock certificate.
(b)
Dividend Equivalent Rights Distributions . As
of any date that the Corporation pays an ordinary cash dividend on
its Common Stock, the Corporation shall pay the Director an amount
equal to the per share cash dividend paid by the Corporation on its
Common Stock on such date multiplied by the number of Stock Units
remaining subject to this Award as of the related dividend payment
record date. No such payment shall be made 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.
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
. On or as soon as
administratively practical following each vesting of the applicable
portion of the total Award pursuant to the terms hereof (and in all
events within seventy four (74) days after such vesting event), the
Corporation shall deliver to the Director 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 subject to this Award that vest on the
applicable vesting date; provided, however, that in the event that
the vesting and payment of the Stock Units is triggered by the
Director’s Separation from Service and the Director is a
“specified employee” (within the meaning of Treasury
Regulation Section 1.409A-1(i)) on the date of such Separation from
Service, the Director shall not be entitled to any payment of the
Stock Units until the earlier of (i) the date which is six (6)
months after the Director’s Separation from Service with the
Corporation for any reason other than death, or (ii) the date of
the Director’s death, if and to the extent such delay in
payment is required to comply with Section 409A of the Code (and in
such case, payment will be made within thirty (30) days after the
date specified in clause (i) or (ii), as applicable). The
Corporation’s obligation to deliver shares of
Common
