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Exhibit
10.20
NATIONWIDE HEALTH
PROPERTIES, INC.
2005 PERFORMANCE INCENTIVE
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
THIS RESTRICTED STOCK
AWARD AGREEMENT (this “ Award Agreement ”)
is dated as of [
] (the “ Award Date ”) by and between Nationwide
Health Properties, Inc., a Delaware corporation (the “
Corporation ”), and [
] (the “ Participant ”).
WITNESSETH
WHEREAS , pursuant to
the Nationwide Health Properties, Inc. 2005 Performance Incentive
Plan (the “ Plan ”), the Corporation hereby
grants to the Participant, effective as of the date hereof, a
restricted stock award (the “ 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
Participant, 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 Award Agreement, the Corporation
hereby grants to the Participant an Award with respect to an
aggregate of [ ] restricted shares of Common
Stock of the Corporation (the “ Restricted Stock
”).
3. Vesting .
Subject to Section 8 below, the Award shall vest, and
restrictions (other than those set forth in Section 8.1 of the
Plan) shall lapse, with respect to [
] of the total number of shares of Restricted Stock (subject to
adjustment under Section 7.1 of the Plan) on each of [
]. The Board reserves the right to accelerate the
vesting of the Restricted Stock in such circumstances as it, in its
sole discretion, deems appropriate and any such acceleration shall
be effective only when set forth in a written instrument executed
by an officer of the Corporation.
4. Continuance of
Employment . The vesting schedule requires continued
employment or 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 Award Agreement. Employment
or service for only a portion of the vesting period, even if a
substantial portion, will not entitle the Participant to any
proportionate vesting or avoid or mitigate a termination of rights
and benefits upon or following a termination of employment or
services as provided in Section 8 below or under the
Plan.
Nothing contained in this
Award Agreement or the Plan constitutes an employment or service
commitment by the Corporation, affects the Participant’s
status as an employee at will who is subject to termination without
cause, confers upon the Participant any right to remain employed by
or in service to the Corporation or any of its Subsidiaries,
interferes in any way with the right of the Corporation or any of
its Subsidiaries at any time to terminate such
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employment or services, or affects the
right of the Corporation or any of its Subsidiaries to increase or
decrease the Participant’s other compensation or benefits.
Nothing in this paragraph, however, is intended to adversely affect
any independent contractual right of the Participant without his or
her consent thereto.
5. Dividend and Voting
Rights . After the Award Date, the Participant shall be
entitled to cash dividends and voting rights with respect to the
shares of Restricted Stock subject to the Award even though such
shares are not vested, provided that such rights shall terminate
immediately as to any shares of Restricted Stock that are forfeited
pursuant to Section 8 below.
6. Restrictions on
Transfer . Prior to the time that they have become vested
pursuant to Section 3 hereof or Section 7 of the Plan,
neither the Restricted Stock, nor any interest therein, amount
payable in respect thereof, or Restricted Property (as defined in
Section 9 hereof) 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. Stock
Certificates .
(a) Book Entry Form .
The Corporation shall issue the shares of Restricted Stock subject
to the Award either: (a) in certificate form as provided in
Section 7(b) below; or (b) in book entry form, registered
in the name of the Participant with notations regarding the
applicable restrictions on transfer imposed under this Award
Agreement.
(b) Certificates to be
Held by Corporation; Legend . Any certificates representing
shares of Restricted Stock that may be delivered to the Participant
by the Corporation prior to vesting shall be redelivered to the
Corporation to be held by the Corporation until the restrictions on
such shares shall have lapsed and the shares shall thereby have
become vested or the shares represented thereby have been forfeited
hereunder. Such certificates shall bear the following legend and
any other legends the Corporation may determine to be necessary or
advisable to comply with all applicable laws, rules, and
regulations:
“The ownership of
this certificate and the shares of stock evidenced hereby and any
interest therein are subject to substantial restrictions on
transfer under an Agreement entered into between the registered
owner and Nationwide Health Properties, Inc. A copy of such
Agreement is on file in the office of the Secretary of Nationwide
Health Properties, Inc.”
(c) Delivery of
Certificates Upon Vesting . Promptly after the vesting of any
shares of Restricted Stock pursuant to Section 3 hereof or
Section 7 of the Plan and the satisfaction of any and all
related tax withholding obligations pursuant to Section 10,
the Corporation shall, as applicable, either remove the notations
on any shares of Restricted Stock issued in book entry form which
have vested or deliver to the Participant a certificate or
certificates evidencing the number of shares of Restricted Stock
which have vested (or, in either case, such lesser number of shares
as may result after giving effect to Section 10). The
Participant (or the beneficiary or personal representative of the
Participant in the event of the
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Participant’s death or disability,
as the case may be) shall deliver to the Corporation any
representations or other documents or assurances as the Corporation
or its counsel may determine to be necessary or advisable in order
to ensure compliance with all applicable laws, rules, and
regulations with respect to the grant of the Award and the delivery
of shares of Common Stock in respect thereof. The shares so
delivered shall no longer be restricted shares
hereunder.
(d) Stock Power; Power of
Attorney . Concurrently with the execution and delivery of this
Award Agreement, the Participant shall deliver to the Corporation
an executed stock power in the form attached hereto as Exhibit
A , in blank, with respect to such shares. The Corporation
shall not deliver any share certificates in accordance with this
Agreement unless and until the Corporation shall have received such
stock power executed by the Participant. The Participant, by
acceptance of the Award, s
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