Exhibit 10.8
April 21, 2010
Mr. J. Alberto Gonzalez-Pita
408 Grand Augusta Lane
Las Vegas, NV 89144
Dear Al:
We are very pleased to offer you the position of Executive Vice President — General Counsel and Corporate Secretary at HCP, Inc. Your start date will be no later than May 17, 2010. If you are unable to start by that date, this offer will be withdrawn. This offer is contingent upon the satisfactory completion of a background check and other pre-employment screenings. An Authorization and Disclosure Form is attached for your review and signature. We will notify you once the pre-employment screenings have been completed.
Arrangements of your employment are as follows:
1. Your base annual compensation will be $350,000 paid on a semi-monthly basis. Your position is exempt.
2. Your bonus for 2010 will be $410,000 unless you resign or are discharged for misconduct prior to December 31, 2010. Thereafter, annual bonuses are discretionary. Since discretionary bonuses are paid both for performance during a year and for continued active service until the date the bonus is paid, no discretionary bonus will be paid unless you are still actively employed at the time bonuses are paid. Bonuses are typically awarded in the first quarter of the year following the year for which performance is evaluated; however, your bonus for 2010 will be paid not later than December 31, 2010. Further, on or before February 28, 2011, in addition to any other amounts set forth herein, you will be paid a lump sum of $300,000, less legally required deductions.
3. Performance and compensation evaluations are performed on an annual basis.
4. You are eligible for three weeks of vacation for 2010 which will be available in its entirety on your start date. Thereafter, you will be eligible for four weeks of vacation per year, which will begin accruing ratably on January 1, 2011. You will also be eligible to participate in all company programs (e.g., indemnification and change in control) generally available to other executive vice presidents.
5. Upon employment, restricted common stock with a value of $750,000 (based on the average closing stock price on the 10 trading days immediately preceding your first day) will be awarded to you. This is a “one-time” grant in the context of joining HCP. This stock is subject to a pro rata three year annual vesting schedule.
6. In the first quarter of 2011, you will be granted a combination of restricted stock, performance based restricted stock units and stock options with a “value upon grant” of no less than $500,000. Value upon grant means (i) for restricted stock or restricted stock units, the closing price of HCP’s common stock on the date of the grant times the number of shares granted plus (ii) for stock options, the value as calculated by the Black—Scholes or other similar valuation method times the number of options granted. The equity described in this paragraph is subject to a pro rata five year annual vesting schedule. The written agreements for your equity described in this paragraph, paragraph 5 and future equity grants will define “retirement” as attaining age 63 and completing at least seven years of employment.
7. On the first of the month following date of employment (or coincident with the date of employment if such date is the first business day of the month) you will be eligible for the following benefits to the extent provided to regular employees of HCP: medical, dental, vision, life and disability insurance and eligible to contribute to the 401(k) Plan. Additionally, on the first of the month following 90 days of employment, you will be eligible to participate in the Section 125 Cafeteria Plan’s Health Care & Dependent Care Flexible Spending Plan. You will become eligible to receive the company matching contribution for the 40l (k) Plan on the first of the month following three months of employment.
8. HCP will reimburse you for actual documented relocation expenses as set forth in the attached addendum, but not to exceed $100,000. If not previously utilized, relocation benefits will expire in their entirety after 12 months from your start date.
9. HCP will provide a reasonable “gross-up” for tax purposes on reimbursed expenses provided for in paragraph 8 and such gross-up will not be subject to the $100,000 cap.
You understand that you will be an employee at will and that you may quit or be transferred, reassigned, promoted, suspended, demoted and/or discharged at any time with or without cause and with or without prior notice. No other promises or representations have been made to you.
You will also be required to sign an agreement that any employment dispute will be subject to arbitration. Attached is the agreement for your review.
Al, once you have had a chance to review the foregoing, please sign the enclosed copy of this letter, and return under confidential cover to me. This offer will expire on April 21, 2010, if not earlier accepted.
Kind regards,
/s/ JAMES F. FLAHERTY III |
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James F. Flaherty III |
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Chairman and Chief Executive Officer |
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I agree to accept employment with HCP on this basis. I agree that no other promises or representations have been made to me relating to my employment other than those set forth in writing above.
Accepted by: | /s/ J. ALBERTO GONZALEZ-PITA |
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Date: | April 21, 2010 |
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Attachments
Addendum to Offer Letter
Reimbursable Relocation Expenses
1. Movement (packing, unpacking, transportation, and insurance) of household goods and personal effects.
2. Temporary storage of household goods and personal effects.
3. Temporary rental and commuting (between Las Vegas and Long Beach) until six months after your start date.
4. Normal closing costs of buying a primary residence in California (including title, inspection, survey, recording, notary, credit report, and appraisal).
5. New residence utility connection fees.