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HCP > SEC Filings for HCP > Form 8-K on 5-Apr-2013All Recent SEC Filings

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Form 8-K for HCP, INC.


5-Apr-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

On April 5, 2013, HCP, Inc., a Maryland corporation (the "Company"), entered into separate amendments to existing employment agreements (the "Amendments" and each an "Amendment") with Paul F. Gallagher, the Company's Executive Vice President - Chief Investment Officer, Timothy M. Schoen, the Company's Executive Vice President - Chief Financial Officer, and James W. Mercer, the Company's Executive Vice President, General Counsel and Corporate Secretary.

Each Amendment removes from the applicable employment agreement a tax gross-up provision that would have been applicable if any payment or benefit received by the executive in connection with a change in control would have constituted an "excess parachute payment" under 280G of the Internal Revenue Code, and replaces it with a provision that provides that such payments and benefits payable in connection with the change in control will either be capped as necessary to avoid the executive incurring any excess parachute payment excise tax or be paid in full (with the executive paying any excise taxes due), whichever places the executive in the best after-tax position.

The foregoing summary of the Amendments is qualified in its entirety by the text of the Amendments, copies of which are attached hereto as Exhibits 10.1 through 10.3 to this Current Report on Form 8-K and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d)                 Exhibits.  The following exhibits are being filed herewith:



No.                                    Description
10.1    Amendment No. 1, dated as of April 5, 2013, to the Employment Agreement,
        dated as of January 26, 2012, by and between the Company and Paul F.
        Gallagher.
10.2    Amendment No. 1, dated as of April 5, 2013, to the Employment Agreement,
        dated as of January 26, 2012, by and between the Company and Timothy M.
        Schoen.
10.3    Amendment No. 1, dated as of April 5, 2013, to the Employment Agreement,
        dated October 25, 2012, by and between the Company and James W. Mercer.


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