Exhibit 10.1
INDEMNITY
AGREEMENT
This Agreement is made effective as
of the
day of
, by and between Nationwide Health Properties, Inc., a Maryland
corporation (“NHP”), and
(the “Director”), with reference to the following
facts:
The Director has been elected as a
Director of NHP, and NHP wishes the Director to continue in such
capacity. The Director is willing, under certain circumstances, to
continue serving as a Director of NHP.
In order to induce the Director to
continue to serve as a Director of NHP and in consideration of his
continued service, NHP hereby agrees to indemnify the Director as
follows:
1. NHP will pay on behalf of the
Director and his executors or administrators, any amount which the
Director is or becomes legally obligated to pay because of any
claim or claims made against him as a result of any act or omission
or neglect or breach of duty, including any actual or alleged error
or misstatement or misleading statement, which he commits or
suffers, or committed or suffered prior to the date hereof, while
acting in his capacity as a Director of NHP. The payments which NHP
will be obligated to make hereunder shall include judgments,
penalties, fines, settlements, and reasonable expenses actually
incurred by the Director in connection with the proceeding,
including attorney fees, claims or proceedings and appeals
therefrom, and costs of attachment or similar bonds; provided,
however, that NHP shall not be obligated to make any payment
hereunder which it is prohibited from paying as indemnity, or for
any other reason, under federal or state securities laws or any
other applicable law.
1
2. If a claim under this Agreement
is not paid by NHP, or on its behalf, within thirty days after a
written claim has been received by NHP, the Director may at any
time thereafter bring suit against NHP to recover the unpaid amount
of the claim and if successful in whole or in part, the Director
shall be entitled to be paid also the expense of prosecuting such
claim. It is specifically understood and agreed that expenses
incurred by the Director in defending any claim shall be paid or
reimbursed by NHP in advance of the final disposition thereof upon
receipt by NHP of (i) a written affirmation by the Director of
the Director’s good faith belief that the standard of conduct
necessary under Paragraph 4 hereof for indemnification was met, and
(ii) a written undertaking by or on behalf of the Director to
repay advanced amounts if it shall ultimately be determined by
judgment or other final adjudication adverse to the Director that
the standard under Paragraph 4 hereof has not been met.
3. In the event of payment under
this Agreement, NHP shall be subrogated to the extent of such
payment to all of the rights of recovery of the Director, who shall
execute all papers required and shall do everything that may be
necessary to secure such rights, including the execution of such
documents necessary to enable NHP effectively to bring suit to
enforce such rights.
4. NHP shall not be liable under
this Agreement to make any payment in connection with any claim
made against the Director:
(a) if the proceeding was one by or
in the right of NHP and the Director sha
