Healthcare Realty Trust Incorporated 2007 Employees Stock Incentive Plan

EXHIBIT 99.1

Healthcare Realty Trust Incorporated
2007 Employees Stock Incentive Plan

Effective January 1, 2007

Recitals:

      Whereas , Healthcare Realty Trust Incorporated (“HR”) established the Healthcare Realty Trust Incorporated 2003 Employees Restricted Stock Incentive Plan (the “2003 Plan”) effective January 1, 2003 through which HR could award shares of restricted stock;

      Whereas , HR desires to terminate the 2003 Plan and adopt this 2007 Employees Stock Incentive Plan (the “Plan”), subject to approval of its stockholders. The Plan will: (i) provide for the issuance of various types of incentive awards, including restricted stock awards, elective restricted stock awards, restricted stock units, performance awards and performance units; and (ii) comply with section 409A of the Internal Revenue Code;

      Now, Therefore , the Plan set forth below is hereby adopted effective January 1, 2007:

1. Purpose of the Plan .

     The purpose of the Plan is to promote the interests of HR and its stockholders by strengthening HR’s ability to attract, motivate, and retain personnel upon whose judgment, initiative, and efforts the financial success and growth of the business of HR largely depend; to offer such personnel additional incentives to put forth maximum efforts for the success of the business; and to afford them an opportunity to acquire a proprietary interest in HR through stock ownership and other performance-based rights.

2. Definitions .

     Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below:

     “ Award ” means an award of a Restricted Stock Award, Performance Award or Restricted Stock Unit under the Plan.

     “ Award Agreement ” means an agreement entered into between HR and a Participant setting forth the terms and conditions of an Award granted to a Participant.

     “ Base Salary ” means, with respect to each Participant for a Plan Year, the base rate of compensation paid to a Participant by the Company for the Plan Year and excludes all other forms of compensation such as benefits, pension contributions and other cash payments, but does not exclude employee or employer contributions which are based upon an employee’s deferral of compensation, such as a nonqualified deferred compensation arrangement or a cash or deferred arrangement under section 401(k) of the Code, or any elective reduction of Base Salary pursuant to Article 9 herein.

     “ Board ” means the Board of Directors of HR.

     “ Change in Control ” shall have the meaning specified in Article 10 hereof.

     “ Code ” means the Internal Revenue Code of 1986, as amended.

     “ Committee ” means the compensation committee of the Board, subject to the provisions of Article 4 hereof.

     “ Common Stock ” means the common stock, $.01 par value per share, of HR.

     “ Date of Grant ” means the date on which an Award under the Plan is made by the Committee, or such later date as the Committee may specify to be the effective date of the Award.

     “ Disability ” means a condition that results in a Participant (i) being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) receiving income replacement benefits for a period of not less than three months under any accident and health plan covering employees of HR by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

     “ Eligible Person ” means any person who is an Employee of HR or any of its Subsidiaries and any director, consultant or other independent contractor providing services to HR or a Subsidiary.

     “ Employee ” means any person who is employed as a common law employee.

     “ Exchange Act ” means the Securities and Exchange Act of 1934.

     “ Fair Market Value ” means, on any given date, the applicable description below (unless the Committee determines in good faith that the fair market value of the Common Stock is otherwise):

     (i) So long as the Common Stock is traded on the New York Stock Exchange or the NASDAQ Stock Market, another NASDAQ automated quotation system or the OTC Bulletin Board System, Fair Market Value shall be the price of the last reported sale of the Common Stock on such exchange or system with respect to the date for which Fair Market Value is being determined.

     (ii) If the Common Stock is not traded on a recognized exchange or automated trading system, Fair Market Value shall be the value determined in good faith by the Committee or the Board in a manner consistent with sections 409A and 422 of the Code, as applicable.

     “ HR ” means Healthcare Realty Trust Incorporated and its successors.

     “ Participant ” means any Eligible Person who holds an outstanding Award under the Plan.

     “ Performance Award ” means an Award under Article 7 hereof entitling a Participant to a payment based on the Fair Market Value of a share of Common Stock (a “Performance Share”) or based on specified dollar units (a “Performance Unit”) at the end of a performance period (“Performance Period”) upon the satisfaction of conditions specified in the Award.

     “ Plan ” means the Healthcare Realty Trust Incorporated 2007 Employees Stock Incentive Plan as set forth herein, as it may be amended from time to time.

     “ Restricted Stock Award ” means an Award under Article 6 hereof entitling a Participant to shares of Common Stock that are nontransferable and subject to forfeiture until specific conditions established by the Committee are satisfied.

     “ Restricted Stock Unit ” means an Award under Article 8 hereof entitling a Participant to a payment of Common Stock at the completion of a vesting or performance period.

     “ Subsidiary ” means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by HR, or any other affiliate of HR that is so designated, from time to time, by the Committee.

3. Shares of Common Stock Subject to the Plan .

     3.1. Number of Shares . Subject to the following provisions of this Article 3, the aggregate number of shares of Common Stock that may be issued pursuant to all Awards under the Plan is 2,390,272 shares of Common Stock. The shares of Common Stock to be delivered under the Plan will be made available from authorized but unissued shares of Common Stock or issued shares that have been reacquired by HR. To the extent that an Award is forfeited, the shares of Common Stock covered thereby will no longer be charged against the foregoing maximum share limitations and may again be made subject to Awards under the Plan.

     3.2. Adjustments . If there shall occur any recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other distribution with respect to the shares of Common Stock, or other change in corporate structure affecting the Common Stock, the Committee shall cause an adjustment to be made in (i) the maximum number and kind of shares provided in Section 3.1 hereof, (ii) the number and kind of shares of Common Stock, share units, or other rights subject to then outstanding Awards, (iii) the price for each share or unit or other right subject to then outstanding Awards, (iv) the performance targets or goals applicable to any outstanding Performance Awards to the extent such performance targets or goals are expressed as amounts per share, or (v) any other terms of an Award that are affected by such an event.

4. Administration of the Plan .

     4.1. Committee Members . The Plan shall be administered by the Committee. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. No member of the Committee shall be liable for any action or determination made in good faith by the Committee with respect to the Plan or any Award thereunder.

     4.2 Delegatory Authority . Notwithstanding anything herein to the contrary, the Committee may delegate responsibility for granting Awards and otherwise administering the Plan with respect to Eligible Persons to one or more different subcommittees consisting of one or more members of the Committee.

     4.3. Discretionary Authority . Subject to the express limitations of the Plan, the Committee shall have authority in its discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be granted, the number of shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the performance criteria, performance goals and other conditions of an Award, the duration of the Award, and all other terms of the Award. The Committee shall also have discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to make all other determinations necessary or advisable for Plan administration. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. All interpretations, determinations, and actions by the Committee shall be final, conclusive, and binding upon all parties.

5. Award Eligibility, Features and Restrictions .

     5.1. Terms of Awards . All Eligible Persons are eligible to be designated by the Committee to receive an Award under the Plan. The Committee has authority, in its sole discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of Awards to be granted and the number of shares or units subject to the Awards that are granted under the Plan. An Award may be evidenced by an Award Agreement between HR and the Participant that shall include such terms and conditions (consistent with the Plan) as the Committee may determine; provided, however, that failure to issue an Award Agreement shall not invalidate an Award. An Award Agreement may also be reflected in the Committee minutes or a letter from the Committee to the Participant.

     5.2. Rights as Stockholder . Unless otherwise stated in an Award Agreement, a Participant will at the time an Award is granted have all rights of a stockholder with respect to any shares of Common Stock that are transferred pursuant to a Performance Award or Restricted Stock Award. Such rights include the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto. A Participant shall not have stockholder rights until shares of Common Stock are transferred upon the vesting of Restricted Stock Units or upon the payment of any shares of Common Stock associated with the award of Performance Units. Except as provided in Section 3.2 hereof, no adjustment or other provision shall be made for dividends or other stockholder rights until a Participant has become a stockholder with respect to an Award.

     5.3. Issuance and Delivery of Shares . Shares of Common Stock that are transferred or become transferable pursuant to an Award shall be issued as specified in this Section 5.3, but subject to the restrictions specified herein and/or in an Award Agreement.

          (a) Date of Issuance . Shares of Common Stock to be issued pursuant to an Award shall be delivered to Participants by HR (or its transfer agent) as soon as administratively feasible after (i) a Participant receives a Restricted Stock Award or Performance Award, or the vesting of Restricted Stock Units, and (ii) all conditions for transfer of Stock specified in an Award have occurred; provided, however, that HR may condition the delivery of shares on the Participant’s execution of any applicable stockholder agreement or agreement described in paragraph (d) of this Section 5.3 that HR requires at the time of exercise; and provided, further, that HR may delay the delivery of Stock until all restrictions specified in an Award have lapsed and the Common Stock is no longer subject to a substantial risk of forfeiture. As an alternative to physical delivery, shares may be retained by HR’s transfer agent in book entry form.

          (b) Transfer Restrictions . Common Stock granted under any Restricted Stock or Performance Award may not be transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. The Committee may require the Participant to enter into an escrow agreement providing that the certificates representing the shares granted or sold under the Award will remain in the physical custody of HR or an escrow holder until all restrictions are removed or have expired. Failure to satisfy any applicable restrictions shall result in the subject shares of the Award being forfeited and returned to HR, with any purchase price paid by the Participant to be refunded, unless otherwise provided by the Committee. The Committee may require that certificates representing the shares granted under an Award bear a legend making appropriate reference to the restrictions imposed.

          (c) Securities Law Compliance . Notwithstanding anything herein to the contrary, no Award shall be exercisable, no Common Stock shall be issued, no certificates for shares of Stock shall be delivered, and no payment shall be made under this Plan except in compliance with all federal or state laws and regulations (including, without limitation, withholding tax requirements), federal and state securities laws and regulations and the rules of all securities exchanges or self-regulatory organizations on which HR’s shares may be listed. HR shall have the right to rely on an opinion of its counsel as to such compliance. Any certificate issued to evidence sha