Exhibit 10.1

FIRST AMENDMENT

TO

NATIONWIDE HEALTH PROPERTIES, INC.

2005 PERFORMANCE INCENTIVE PLAN

This amendment dated and effective October 28, 2008 (this “Amendment”), amends the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan (the “Plan”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Plan.

RECITALS

WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), places certain restrictions, among other things, as to the timing of distributions from nonqualified deferred compensation plans and arrangements; and

WHEREAS, the Board of Directors of Nationwide Health Properties, Inc. (the “Corporation”) desires to amend the Plan to comply with Section 409A of the Code.

NOW, THEREFORE, the Plan shall be amended as follows:

1. The definition of the “Code” in the second paragraph of Section 3.1 of the Plan shall be amended by adding the following immediately after “as amended” and immediately before “(the ‘Code’):

“and the regulations and guidance promulgated thereunder”

2. The following is hereby added to the end of Section 3.2(f) of the Plan:

“and subject to the requirements of Section 409A of the Code, as applicable.”

3. A new sentence is hereby added to the end of Section 5.1.1 of the Plan, as follows:

“To the extent a nonqualified stock option is granted with a per share exercise price that is less than the fair market value of a share of Common Stock on the date of grant, notwithstanding any other provision in this Plan to the contrary, such stock option shall expire on the 15 ^th day of the third month of the year following the year in which such stock option vests.”

4. A new sentence is hereby added to the end of Section 5.1.3 of the Plan, as follows:

“To the extent a SAR is granted with a base price that is less than the fair market value of a share of Common Stock on the date of grant, notwithstanding any other provision in this Plan to the contrary, such SAR shall expire on the 15 ^th day of the third month of the year following the year in which such SAR vests.”

5. A new sentence is hereby added to the end of Section 5.4 of the Plan, as follows:

“Any such deferrals and deferral elections made pursuant to this Section 5.4 shall be

made on a form as required by the Administrator and shall comply with the requirements of Section 409A of the Code.”

6. A new paragraph is hereby added to the end of Section 7.2 of the Plan, as follows:

“ (e) Notwithstanding the foregoing, with respect to any award that constitutes a deferral of compensation subject to Section 409A of the Code, the above definition of Change in Control Event shall not apply, and instead “Change in Control Event” shall mean a change in the ownership or effective control of the Corporation or in the ownership of a substantial portion of the assets of the Corporation under Section 409A(a)(2)(A)(v) of the Code and regulations thereunder.”

7. The following is hereby added to the beginning of Section 7.4 of the Plan:

“Subject to the requirements of Section 409A of the Code, as applicable,”

8. The following sentence from Section 7.6 of the Plan is hereby removed: “If a participant would be entitled to benefits or payments hereunder and under any other plan or program that would constitute ‘parachute payments’ as defined in Section 280G of the Code, then the participant may by written notice to the Corporation designate the order in which such parachute payments will be reduced or modified so that the Corporation or one of its Subsidiaries is not denied federal income tax deductions for any ‘parachute payments’ because of Section 280G of the Code.” Such sentence is hereby replaced in its entirety, as follows:

“If a participant would be entitled to benefits or payments hereunder and under any other plan or program that would constitute ‘parachute payments’ as defined in Section 280G of the Code, then the acceleration of vesting of awards provided to the participant shall first be reduced (and thereafter, if necessary, the cash payments provided to the participant shall be reduced) to the extent necessary so that the Corporation or one of its Subsidiaries is not denied federal income tax deductions for any ‘parachute payments’ because of Section 280G of the Code.”

9. A new Section 8.14 is hereby added to the Plan, as follows:

“Notwithstanding any provision to the contrary in this Plan, to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, no payment or distribution under this Plan that becomes payable by reason of a participant’s termination of employment with the Corporation will be made to such participant unless such participant’s termination of employment constitutes a ‘separation from service’ (as such term is defined in Section 409A of the Code). For purposes of this Plan, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. If a participant is a ‘specified employee’ as defined in Section 409A of the Code and, as a result of that status, any portion of the payments under this Plan would otherwise be subject to taxation pursuant to Section 409A of the Code, such participant shall not be entitled to any payments upon a termination of his or her employment until the earlier of (i) the expiration of the six (6)-month period measured from the date of such participant’s ‘separation from service’ (within the meaning of Section 409A of the Code) or (ii) the date of such participant’s death. Upon the expiration of the applicable Section 409A deferral period, all payments and benefits deferred pursuant to this Section 8.14 (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to such participant

in a lump sum as soon as practicable, but in no event later than ten (10) days following such expired period (or if the payment is being made following the participant’s death, no later than sixty (60) days following the date of death), and any remaining payments due under this Plan will be paid in accordance with the normal payment dates specified for them herein.”

Exhibit 10.2

NATIONWIDE HEALTH PROPERTIES, INC.

2005 PERFORMANCE INCENTIVE PLAN

STOCK UNIT AWARD AGREEMENT

THIS STOCK UNIT AWARD AGREEMENT (this “ Agreement ”) is dated as of [                      , 200      ] by and between Nationwide Health Properties, Inc., a Maryland corporation (the “ Corporation ”), and [              ] (the “ Participant ”).

WITNESSETH

WHEREAS , pursuant to the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan (the “ Plan ”), the Corporation has granted to the Participant effective as of the date hereof (the “ Award Date ”), a credit of stock units under the Plan (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 there from, 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 Agreement, the Corporation hereby grants to the Participant an Award with respect to an aggregate of [                      ] stock units (subject to adjustment as provided in Section 7.1 of the Plan) (the “ Stock Units ”). As used herein, the term “stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation’s Common Stock (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to Section 3 or otherwise. The Stock Units shall not be treated as property or as a trust fund of any kind.

3. Vesting . Subject to Section 8 below, the Award shall vest and become nonforfeitable with respect to [ one-third of the total number of Stock Units (subject to adjustment under Section 7.1 of the Plan) on each of the first, second and third anniversaries of the Award Date. ]

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 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 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 Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or services, or affects the right of the Corporation or any Subsidiary 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 .

(a) Limitations on Rights Associated with Units . The Participant shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights with respect to the Stock Units and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate.

(b) Dividend Equivalent Rights . In the event that the Corporation pays an ordinary cash dividend on its Common Stock and the related dividend payment record date occurs at any time after the Award Date and before all of the Stock Units subject to the Award either have been paid pursuant to this Section 5(b) or Section 7 or have terminated pursuant to Section 8, the Corporation shall credit the Participant with an additional number of Stock Units equal to (i) the per-share cash dividend paid by the Corporation on its Common Stock with respect to such record date, multiplied by (ii) the total number of outstanding and unpaid Stock Units (including any dividend equivalents previously credited under this Section 5(b) and with such total number subject to adjustment pursuant to Section 7.1 of the Plan and/or Section 9 hereof) subject to the Award as of such record date, divided by (iii) the fair market value of a share of Common Stock (as determined under the Plan) on the related dividend payment date. Except as provided in the following sentence, any Stock Units credited pursuant to the foregoing provisions of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Stock Units to which they relate. If the Participant elects to defer payment of any Stock Units hereunder as contemplated by Section 7, the Participant may also elect, by a date designated by the Administrator that complies with the initial deferral election requirements of Section 409A of the Code, on a form and in a manner prescribed by the Administrator, to have any Stock Units credited pursuant to the foregoing provisions of this Section 5(b) that become vested paid on the earliest of (A) January 1 of the calendar year following the calendar year in which such Stock Units were credited pursuant to this Section 5(b), provided that no Stock Units shall become payable until the first calendar year in which such Stock Units become vested, (B) the date of the Participant’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code); provided that any payments made pursuant to (A), (B) or (C) shall be paid as soon as practicable, and in no event later than sixty (60) days after such event occurs. Any such election made by the Participant must comply with the applicable requirements of Section 409A of the Code (including, without limitation, the six-month waiting period contemplated by Section 18, if applicable). The Corporation shall in all cases retain discretion to pay any Stock Units credited

under this Section 5(b) in cash rather than shares of Common Stock. No crediting of Stock Units shall be made pursuant to this Section 5(b) with respect to any Stock Units which, as of the related dividend payment record date, have either been paid pursuant to this Section 5(b) or Section 7 or terminated pursuant to Section 8.

6. Restrictions on Transfer . Neither the Award, nor any interest therein or amount or shares payable in respect thereof 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. Timing and Manner of Payment of Stock Units . On or as soon as soon as administratively practicable, and in no event later than the later of (i) the 15 ^th day of the third month following the end of the Participant’s taxable year in which any Stock Units subject to the Award became vested (whether pursuant to Section 3, upon a Change in Control Event, in connection with the Participant’s termination of employment pursuant to a written change in control or employment agreement or otherwise), or (ii) the 15 ^th day of the third month following the end of the Corporation’s taxable year in which such vesting occurs, the Corporation shall deliver to the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion) equal to the number of Stock Units subject to this Award that vest on the applicable vesting date (including any vested Stock Units credited in respect of Dividend Equivalent Rights pursuant to Section 5(b) hereof), provided, however, that any Stock Units becoming vested on an accelerated basis prior to the normal vesting dates specified in Section 3, to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, shall not become distributed until after the earliest of (A) the date the Stock Units would have been paid absent the accelerated vesting, (B) the date of the Participant’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code); provided that any payments made pursuant to (A), (B) or (C) shall be paid as soon as practicable following such event, and in no event later than sixty (60) days following such event. Notwithstanding the foregoing sentence, the Participant may elect, in accordance with the initial deferral rules of Section 409A of the Code and on a form and in a manner prescribed by the Administrator, to defer any such payment of vested Stock Units to a specified date selected by the Participant, in which case the vested Stock Units so deferred shall become payable after the earliest of (A) the specified date selected by the Participant, (B) the date of the Participant’s “separation from service” within the meaning of Section 409A of the Code, or (C) the date of a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code); provided that any payments made pursuant to (A), (B) or (C) shall be paid as soon as practicable following such event, and in no event later than sixty (60) days following such event. Any such deferral election made by the Participant must comply with the applicable requirements of Section 409A of the Code (including, without limitation, the six-month waiting period contemplated by Section 18, if applicable). The Corporation’s obligation to deliver shares of Common Stock or otherwise make payment with respect to vested Stock Units is subject to the condition precedent that the Participant or other person entitled under the

Plan to receive any shares with respect to the vested Stock Units deliver to the Corporation any representations or other documents or assurances required pursuant to Section 8.1 of the Plan. The Participant shall have no further rights with respect to any Stock Units that are paid pursuant to Section 5(b) or this Section 7 or that terminate pursuant to Section 8.

8. Effect of Termination of Employment . The Participant’s Stock Units (including any Stock Units credited in respect of Dividend Equivalent Rights pursuant to Section 5(b) hereof) shall terminate to the extent such units have not become vested prior to the first date the Participant is no longer employed by the Corporation or one of its Subsidiaries, regardless of the reason for the termination of the Participant’s employment with the Corporation or a Subsidiary, whether with or without cause, voluntarily or involuntarily; provided, however, that if the Participant has any rights to accelerated vesting of restricted stock awards in connection with such termination of employment pursuant to a change in control or other employment agreement with the Corporation, subject to Section 18 and to the extent permitted by Section 409A of the Code, such acceleration rights shall apply equally to the Stock Units. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.

9. Adjustments Upon Specified Events . Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited or paid pursuant to Section 5(b).

10. Tax Withholding . Subject to Section 8.1 of the Plan and such rules and procedures as the Administrator may impose, upon any distribution of shares of Common Stock in respect of the Stock Units, the Corporation shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates; provided, however, that the foregoing provision shall not apply in the event that the Participant has, subject to the approval of the Administrator, made other provision in advance of the date of such distribution for the satisfaction of such withholding obligations. In the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Stock Units, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

11. Notices . Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary,

and to the Participant at the Participant’s last address reflected on the Corporation’s records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be given only when received, but if the Participant is no longer an employee of the Corporation, shall be deemed to have been duly given by the Corporation when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.

12. Plan . The Award and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

13. Entire Agreement . This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

14. Limitation on Participant’s Rights . Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Corporation with respect to amounts credited and benefits payable, if any, with respect to the Stock Units, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to Stock Units, as and when payable hereunder.

15. Counterparts . This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16. Section Headings . The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

17. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland without regard to conflict of law principles thereunder.

18. Construction; Section 409A . It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. Notwithstanding any provision to the contrary in this Agreement, to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, no payment or distribution under this Agreement that becomes payable by reason of a Participant’s termination of employment with the Corporation will be made to such Participant unless such Participant’s termination of employment constitutes a “separation from service” (as such term is defined in Section 409A of the Code). For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. If a Participant is a “specified employee” as defined in Section 409A of the Code and, as a result of that status, any portion of the payments under this Agreement would otherwise be subject to taxation pursuant to Section 409A of the Code, such Participant shall not be entitled to any payments upon a termination of his or her employment until the earlier of (i) the expiration of the six (6)-month period measured from the date of such Participant’s “separation from service” (within the meaning of Section 409A of the Code) or (ii) the date of such Participant’s death. Upon the expiration of the applicable Section 409A deferral period, all payments and benefits deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to such Participant in a lump sum as soon as practicable, but in no event later than ten (10) days (or if the payment is being made following the Participant’s death, no later than sixty (60) days following the date of death), following such expired period, and any remaining payments due under this Agreement will be paid in accordance with the normal payment dates specified for them herein.

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IN WITNESS WHEREOF , the Corporation has caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set his hand as of the date and year first above written.

CONSENT OF SPOUSE

In consideration of the execution of the foregoing Stock Unit Award Agreement by Nationwide Health Properties, Inc., I,                                                                                                    , the spouse of the Participant therein named, do hereby join with my spouse in executing the foregoing Stock Unit Award Agreement and do hereby agree to be bound by all of the terms and provisions thereof and of the Plan.

Dated: ____________, 200__

Exhibit 10.3

NATIONWIDE HEALTH PROPERTIES, INC.

2005 PERFORMANCE INCENTIVE PLAN

STOCK UNIT AWARD AGREEMENT

THIS STOCK UNIT AWARD AGREEMENT (this “ Agreement ”) is dated as of [                      , 200      ] by and between Nationwide Health Properties, Inc., a Maryland corporation (the “ Corporation ”), and [              ] (the “ Participant ”).

WITNESSETH

WHEREAS , pursuant to the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan (the “ Plan ”), the Corporation has granted to the Participant effective as of the date hereof (the “ Award Date ”), a credit of stock units under the Plan (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 Agreement, the Corporation hereby grants to the Participant an Award with respect to an aggregate of [              ] stock units (subject to adjustment as provided in Section 7.1 of the Plan) (the “ Stock Units ”). As used herein, the term “stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation’s Common Stock (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to Section 3. The Stock Units shall not be treated as property or as a trust fund of any kind.

3. Vesting . Subject to Section 8 below, the Award shall vest and become nonforfeitable with respect to [ one-third of the total number of Stock Units (subject to adjustment under Section 7.1 of the Plan) on each of the first, second and third anniversaries of the Award Date. ]

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 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 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 Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or services, or affects the right of the Corporation or any Subsidiary 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 .

(a) Limitations on Rights Associated with Units . The Participant shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Sections 5(b) and 5(c) with respect to Dividend Equivalent Rights) and no voting rights with respect to the Stock Units and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate.

(b) Dividend Equivalent Rights . Subject to Section 5(c) below, in the event that the Corporation pays an ordinary cash dividend on its Common Stock and the related dividend payment record date occurs at any time after the Award Date and before all of the Stock Units subject to the Award either have been paid pursuant to this Section 5(b) or Section 7 or have terminated pursuant to Section 8, the Corporation shall credit the Participant with an additional number of Stock Units equal to (i) the per-share cash dividend paid by the Corporation on its Common Stock with respect to such record date, multiplied by (ii) the total number of outstanding and unpaid Stock Units (including any dividend equivalents previously credited under this Section 5(b) and with such total number subject to adjustment pursuant to Section 7.1 of the Plan and/or Section 9 hereof) subject to the Award as of such record date, divided by (iii) the fair market value of a share of Common Stock (as determined under the Plan) on the related dividend payment date. Any Stock Units credited pursuant to the foregoing provisions of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Stock Units to which they relate; provided, however, that the Participant may elect, by a date designated by the Administrator that complies with the initial deferral requirements of Section 409A of the Code and on a form and in a manner prescribed by the Administrator, that any Stock Units credited pursuant to this Section 5(b) that relate to Stock Units that are not vested as of the applicable dividend payment record date and are subject to a deferred payment election pursuant to Section 7 hereof, shall be paid on or as soon as practicable after, and in any event within sixty (60) days following, the vesting date of such Stock Units (as opposed to being paid on the deferred payment date), with any Stock Units credited pursuant to this Section 5(b) after such vesting date being paid pursuant to such deferred payment election; and provided, further, that, to the extent required by Section 409A of the Code, any such election by the Participant shall not be given effect by the Corporation if any Stock Units become vested before the first anniversary of the Award Date for any reason (in which case, Stock Units credited pursuant to this Section 5(b) shall again be subject to the same payment terms as the original Stock Units to which they relate). The Corporation shall in all cases retain discretion to pay any Stock Units credited under this Section 5(b) in cash rather than shares of Common Stock if and to the extent that payment in shares would exceed the applicable share limits of the Plan. No crediting of Stock Units shall be made pursuant to this Section 5(b) with respect to any Stock

Units which, as of the related dividend payment record date, have either been paid pursuant to this Section 5(b) or Section 7 or terminated pursuant to Section 8.

(c) Election to Receive Vested Dividend Equivalents in Cash . Notwithstanding Section 5(b), if the Participant elects to defer payment of any Stock Units hereunder as contemplated by Section 7, the Participant may also elect, by a date designated by the Administrator that complies with the initial deferral election requirements under Section 409A of the Code and on a form and in a manner prescribed by the Administrator, that, in the event that the Corporation pays an ordinary cash dividend on its Common Stock and the related dividend payment record date occurs after the date any Stock Units subject to such deferral election have vested and prior to the date such vested Stock Units are paid, the Corporation shall pay the Participant an amount equal to the per-share cash dividend paid on its Common Stock, multiplied by the number of vested and unpaid Stock Units subject to such deferral election as of such record date; provided, however, that, to the extent required by Section 409A of the Code, any such election by the Participant shall not be given effect by the Corporation if any Stock Units become vested before the first anniversary of the Award Date for any reason. Ordinary cash dividends payable pursuant to an effective election will be paid to the Participant in cash in a lump sum on or as soon as practicable, and in no event later than the later of (i) the 15th day of the third month following the end of the Participant’s taxable year in which the record date for such dividends occurs (the “Payment Date”) or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which the Payment Date occurs, together with any interest accrued on such amount with respect to the period commencing with the date on which the related dividend is actually paid to the Corporation’s stockholders and ending on the Payment Date, such interest to accrue at an annual rate equal to the three-month London Inter-Bank Offered Rate in effect on the date the related dividend is actually paid to the Corporation’s stockholders and to be compounded quarterly. No payment shall be made pursuant to this Section 5(c) with respect to any Stock Units which, as of such record date, have either been paid pursuant to Section 5(b) or Section 7 or terminated pursuant to Section 8. For purposes of clarity, the Participant will not be entitled to both a credit of additional Stock Units under Section 5(b) and a cash payment under this Section 5(c) with respect to any Stock Unit in respect of any one dividend payment event.

6. Restrictions on Transfer . Neither the Award, nor any interest therein or amount or shares payable in respect thereof 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. Timing and Manner of Payment of Stock Units . On or as soon as administratively practicable following the vesting of the applicable portion of the total Award, and in no event later than the later of (i) the 15th day of the third month following the end of Participant’s taxable year in which each vesting of the applicable portion of the total Award pursuant to Section 3 or Section 9 occurs or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which each such vesting occurs, the Corporation shall deliver to the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion) equal to the number of Stock Units subject to this Award that vest

on the applicable vesting date (including any vested Stock Units credited in respect of Dividend Equivalent Rights pursuant to Section 5(b) hereof). Notwithstanding the foregoing sentence, the Participant may elect, on a form and in a manner prescribed by the Administrator and subject to the requirements of Section 409A of the Code, to defer any such payment of vested Stock Units, provided that (i) such election must be made by a date designated by the Administrator that complies with the initial deferral requirements and any other applicable requirements of Section 409A of the Code (including, without limitation, the six-month waiting period contemplated by Section 18, if applicable) and (ii) to the extent required by Section 409A of the Code, any such election by the Participant shall not be given effect by the Corporation if any Stock Units become vested before the first anniversary of the Award Date for any reason (in which case, Stock Units shall again be payable on or as soon as administratively practicable after the vesting date, and in no event later than the later of (i) the 15th day of the third month following the end of Participant’s taxable year in which the vesting date occurs or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which the vesting date occurs). Pursuant to this Section 7, if the Participant elects to defer any such payment of vested Stock Units, such payment shall be made in accordance with the Participant’s deferral election form. The Corporation’s obligation to deliver shares of Common Stock or otherwise make payment with respect to vested Stock Units is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any shares with respect to the vested Stock Units deliver to the Corporation any representations or other documents or assurances required pursuant to Section 8.1 of the Plan. The Participant shall have no further rights with respect to any Stock Units that are paid pursuant to Section 5(b) or this Section 7 or that terminate pursuant to Section 8.

8. Effect of Termination of Employment . The Participant’s Stock Units shall terminate to the extent such units have not become vested prior to the first date the Participant is no longer employed by the Corporation or one of its Subsidiaries, regardless of the reason for the termination of the Participant’s employment with the Corporation or a Subsidiary, whether with or without cause, voluntarily or involuntarily; provided, however, that if the Participant has any rights to accelerated vesting of restricted stock awards in connection with such termination of employment pursuant to a change in control or other employment agreement with the Corporation, subject to Section 18 of this Agreement and to the extent permitted by Section 409A of the Code, such acceleration rights shall apply equally to the Stock Units. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.

9. Adjustments Upon Specified Events . Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited or paid pursuant to Section 5(b) or Section 5(c).

10. Tax Withholding . Subject to Section 8.1 of the Plan and such rules and procedures as the Administrator may impose, upon any distribution of shares of Common Stock in respect of the Stock Units, the Corporation shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates; provided, however, that the foregoing provision shall not apply in the event that the Participant has, subject to the approval of the Administrator, made other provision in advance of the date of such distribution for the satisfaction of such withholding obligations. In the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Stock Units, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

11. Notices . Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Corporation’s records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be given only when received, but if the Participant is no longer an employee of the Corporation, shall be deemed to have been duly given by the Corporation when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.

12. Plan . The Award and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

13. Entire Agreement . This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

14. Limitation on Participant’s Rights . Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Corporation with respect to amounts credited and benefits payable, if any, with respect to the Stock Units, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to Stock Units, as and when payable hereunder.

15. Counterparts . This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16. Section Headings . The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

17. Governing Law . This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland without regard to conflict of law principles thereunder.

18. Construction; Section 409A . It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. Notwithstanding any provision to the contrary in this Agreement, to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, no payment or distribution under this Agreement that becomes payable by reason of a Participant’s termination of employment with the Corporation will be made to such Participant unless such Participant’s termination of employment constitutes a “separation from service” (as such term is defined in Section 409A of the Code). For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. If a Participant is a “specified employee” as defined in Section 409A of the Code and, as a result of that status, any portion of the payments under this Agreement would otherwise be subject to taxation pursuant to Section 409A of the Code, such Participant shall not be entitled to any payments upon a termination of his or her employment until the earlier of (i) the expiration of the six (6)-month period measured from the date of such Participant’s “separation from service” (within the meaning of Section 409A of the Code) or (ii) the date of such Participant’s death. Upon the expiration of the applicable Section 409A deferral period, all payments and benefits deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to such Participant in a lump sum as soon as practicable, but in no event later than ten (10) days (or if the payment is being made following the participant’s death, no later than sixty (60) days following the date of death), following such expired period, and any remaining payments due under this Agreement will be paid in accordance with the normal payment dates specified for them herein.

IN WITNESS WHEREOF , the Corporation has caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set his hand as of the date and year first above written.

CONSENT OF SPOUSE

In consideration of the execution of the foregoing Stock Unit Award Agreement by Nationwide Health Properties, Inc., I,                                                                                                            , the spouse of the Participant therein named, do hereby join with my spouse in executing the foregoing Stock Unit Award Agreement and do hereby agree to be bound by all of the terms and provisions thereof and of the Plan.

Dated: ____________, 200__

Exhibit 10.4

NATIONWIDE HEALTH PROPERTIES, INC.

2005 PERFORMANCE INCENTIVE PLAN

STOCK APPRECIATION RIGHTS AWARD AGREEMENT

THIS STOCK APPRECIATION RIGHTS AWARD AGREEMENT (this “ Award Agreement ”) dated [                      ] by and between Nationwide Health Properties, Inc., a Maryland corporation (the “ Corporation ”), and [                      ] (the “ Participant ”) evidences the award (the “Award” ) granted by the Corporation to the Participant of the number of stock appreciation rights (the “ SARs ”) first set forth below.

The Award is granted under the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan (the “ Plan ”) and subject to the Terms and Conditions of Stock Appreciation Rights (the “ Terms ”) attached to this Award Agreement (incorporated herein by this reference) and to the Plan. The Award has been granted to the Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Award set forth herein. The Participant acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.

CONSENT OF SPOUSE

In consideration of the Corporation’s execution of this Award Agreement, the undersigned spouse of the Participant agrees to be bound by all of the terms and provisions hereof and of the Plan.

TERMS AND CONDITIONS OF STOCK APPRECIATION RIGHTS

Subject to Section 5, the Award shall vest in percentage installments of the aggregate number of SARs subject to the Award as set forth on the cover page of this Award Agreement. The SARs are payable only to the extent the SARs are vested.

Except as otherwise expressly provided in Section 5, 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; and employment or service for only a portion of any 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 5 below or under the Plan for such vesting period (or for any later vesting period).

Nothing contained in this Award Agreement or the Plan constitutes a continued employment or service commitment by the Corporation or any of its Subsidiaries, affects the Participant’s status, if he or she is an employee, 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 Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or service, or affects the right of the Corporation or any Subsidiary 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 consent thereto.

In the event that the Corporation pays an ordinary cash dividend on its Common Stock and the related dividend payment record date occurs at any time after the Award Date and before all of the SARs subject to the Award or stock units credited pursuant to this Section 3 (the “ Stock Units ”) either have been paid pursuant to Section 4 or have terminated pursuant to Section 5, the Corporation shall credit the Participant with a number of Stock Units (including any fractional amounts) equal to (i) the per-share cash dividend paid by the Corporation on its Common Stock with respect to such record date, multiplied by (ii) the total number of outstanding and unpaid SARs subject to the Award and Stock Units credited pursuant to this Section 3 (with such total number subject to adjustment pursuant to Section 7.1 of the Plan), divided by (iii) the fair market value of a share of Common Stock (as determined under the Plan) on the related dividend payment date. As used herein, the term “stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation’s Common Stock (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Award Agreement. Any Stock Units credited pursuant to this Section 3 shall be subject to the same vesting, payment and other terms,

conditions and restrictions as the SARs to which they relate. No crediting of Stock Units shall be made pursuant to this Section 3 with respect to any SARs or Stock Units which, as of the related dividend payment record date, have either been paid pursuant to Section 4 or terminated pursuant to Section 5.

4.1 Payment of Award . Subject to Section 5, the SARs and related Stock Units automatically will become payable upon the third anniversary of the Award Date (the “ Payment Date ”).

4.2 Payment Amount . Upon the Payment Date, the SARs and related Stock Units shall terminate and the Participant will be entitled to receive payment therefore of an amount (subject to the tax withholding provisions of Section 4.5) equal to the sum of:

If such amount is a negative number, the SARs and related Stock Units shall terminate and no payment will be made with respect thereto.

4.3 Form of Payment . Subject to Section 5 below, the amount determined under Section 4.2 will be paid to the Participant on or as soon as administratively practicable after, and in any event within sixty (60) days following the Payment Date, by delivery to the Participant of a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion) equal to (i) the amount of the payment determined under Section 4.2, divided by (ii) the fair market value (determined in accordance with the applicable provisions of the Plan) of a share of Common Stock as of the Payment Date. Any fractional amounts owed to the Participant pursuant to the foregoing shall be paid in cash. The Corporation’s obligation to deliver shares of Common Stock or otherwise make payment with respect to the SARs or Stock Units is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any shares with respect to the SARs or Stock Units deliver to the Corporation any representations or other documents or assurances required pursuant to Section 8.1 of the Plan. The Participant shall have no further rights with respect to any SARs or Stock Units that are paid or that terminate pursuant to Section 5.

4.4 Award Not Funded . SARs and Stock Units payable under this Award Agreement will be paid from the general assets of the Corporation, and no special or separate

reserve, fund or deposit will be made to assure payment of the SARs or Stock Units. Neither this Award Agreement nor any action taken pursuant to the provisions of this Award Agreement will create, or be construed to create, a trust of any kind or a fiduciary relationship between the Corporation and Participant (or any other person). To the extent that Participant (or any permitted transferee) acquires a right to receive payment pursuant to any SAR or Stock Unit hereunder, such right will be no greater than the right of any unsecured general creditor of the Corporation.

4.5 Tax Withholding . Subject to Section 8.1 of the Plan and such rules and procedures as the Administrator may impose, upon any distribution of shares of Common Stock in respect of the Award, the Corporation shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates; provided, however, that the foregoing provision shall not apply in the event that the Participant has, subject to the approval of the Administrator, made other provision in advance of the date of such distribution for the satisfaction of such withholding obligations. In the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Award, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

5.1 Effect of Change in Control. Upon the dissolution of the Corporation or other event described in Section 7.1 of the Plan (which generally covers certain mergers or similar reorganizations) that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock) or a Change in Control Event (an “ Acceleration Event ”), if the SARs subject to the Award and related Stock Units are not then otherwise fully vested (and have not previously terminated), they shall automatically become vested upon the occurrence of such Acceleration Event and shall be payable in accordance with Section 4 as if the effective date of the Acceleration Event were the Payment Date, unless the Acceleration Event is not a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code), to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, the SARs subject to the Award and related Stock Units shall become vested but shall not become payable pursuant to this Section 5.1 until the earlier of, as soon as practicable, and in no event later than sixty (60) days following: (A) the date the Acceleration Event (or a subsequent Acceleration Event) qualifies as a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code), (B) the original Payment Date under Section 4, or (C) the date the Participant has a Severance Date (as defined below).

5.2 Effect of Termination of Participant’s Employment or Services. Subject to earlier termination of the SARS subject to the Award and related Stock Units pursuant to Section 4 or 5.1 above, if the Participant ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary that qualifies as a “separation from service” under Section 409A of the Code is referred to as the Participant’s “ Severance Date ”):

For purposes of the Award, “ Total Disability ” means a Participant’s inability to engage in any substantial gainful activity necessary to perform his or her duties hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months.

For purposes of the Award, “ Retirement ” means a termination of employment or services

by the Participant that occurs both (a) upon or after the Participant’s attainment of age 60 and (b) upon or after the Participant’s completion of five years of service to the Corporation or its Subsidiaries (such years of service determined in accordance with the rules for determining years of service under the Corporation’s 401(k) plan).

Notwithstanding the provisions of this Section 5.2, the Award shall be subject to earlier termination as contemplated by Section 5.1. The Administrator shall be the sole judge of whether the Participant continues to render employment or services for purposes of this Award Agreement.

The Award and any other rights of the Participant under this Award Agreement or the Plan are nontransferable and exercisable by and payable to only the Participant, except as set forth in Section 5.7 of the Plan.

Any notice to be given under the terms of this Award Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Participant at the address last reflected on the Corporation’s payroll records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government. Any such notice shall be given only when received, but if the Participant is no longer employed by the Corporation or a Subsidiary, shall be deemed to have been duly given five business days after the date mailed in accordance with the foregoing provisions of this Section 7.

The Award and all rights of the Participant under this Award Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Participant agrees to be bound by the terms of the Plan and this Award Agreement (including these Terms). The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Award Agreement. Unless otherwise expressly provided in other sections of this Award Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. Notwithstanding any provision to the contrary in this Agreement, to

the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, no payment or distribution under this Agreement that becomes payable by reason of a Participant’s termination of employment with the Corporation will be made to such Participant unless such Participant’s termination of employment constitutes a ‘separation from service’ (as such term is defined in Section 409A of the Code). For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. If a Participant is a “specified employee” as defined in Section 409A of the Code and, as a result of that status, any portion of the payments under this Agreement would otherwise be subject to taxation pursuant to Section 409A of the Code, such Participant shall not be entitled to any payments upon a termination of his or her employment until the earlier of (i) the expiration of the six (6)-month period measured from the date of such Participant’s “separation from service” (within the meaning of Section 409A of the Code) or (ii) the date of such Participant’s death. Upon the expiration of the applicable Section 409A deferral period, all payments and benefits deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to such Participant in a lump sum as soon as practicable, but in no event later than ten (10) days (or if the payment is being made following the Participant’s death, no later than sixty (60) days following the date of death), following such expired period, and any remaining payments due under this Agreement will be paid in accordance with the normal payment dates specified for them herein.

This Award Agreement (including these Terms) and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Award Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. Notwithstanding the foregoing, if the Participant is subject to a written employment, change in control or similar agreement with the Corporation that is in effect as of the Participant’s Severance Date and the Participant would be entitled under the express provisions of such agreement to greater rights with respect to accelerated vesting of the Award in connection with the termination of the Participant’s employment in the circumstances, to the extent permitted by Section 409A of the Code, the provisions of such agreement shall control with respect to such vesting rights, and the corresponding provisions of this Award Agreement shall not apply.

This Award Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland without regard to conflict of law principles thereunder.

Subject to the Corporation’s right to terminate the Award pursuant to Section 7.2 of the

Plan, this Award Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Corporation.

This Award Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

The section headings of this Award Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

Exhibit 10.5

NATIONWIDE HEALTH PROPERTIES, INC.

2005 PERFORMANCE INCENTIVE PLAN

PERFORMANCE SHARE AWARD AGREEMENT

THIS PERFORMANCE SHARE AWARD AGREEMENT (this “ Agreement ”) dated _____________________ by and between Nationwide Health Properties, Inc., a Maryland corporation (the “ Corporation ”), and ___________________________ (the “ Participant ”) evidences the award of Performance Shares (the “Award” ) granted by the Corporation to the Participant as to the number of performance shares (the “ Performance Shares ”) first set forth below.

The Award is granted under the Nationwide Health Properties, Inc. 2005 Performance Incentive Plan (the “ Plan ”) and subject to the Terms attached to this Agreement (incorporated herein by this reference) and to the Plan. The Award has been granted to the Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Award set forth herein. The Participant acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.

CONSENT OF SPOUSE

In consideration of the Corporation’s execution of this Agreement, the undersigned spouse of the Participant agrees to be bound by all of the terms and provisions hereof and of the Plan.

TERMS AND CONDITIONS OF PERFORMANCE SHARE AWARD

As used herein, the term “performance share” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation’s Common Stock (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement. The Performance Shares shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Performance Shares vest pursuant to Section 2. The Performance Shares shall not be treated as property or as a trust fund of any kind.

Subject to Section 7, the Award shall vest and become nonforfeitable based on the achievement of the performance goals established by the Committee and set forth on Exhibit A attached hereto for the Performance Period identified on the cover page of this Agreement. The number of Performance Shares that vest and become payable under this Agreement shall be determined based on the level of results or achievement of the targets set forth on Exhibit A. Subject to Section 7, any Performance Shares subject to the Award that do not vest in accordance with Exhibit A shall terminate as of the last day of the Performance Period.

Except as otherwise expressly provided in Section 7 below, 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 Agreement; and employment or service for only a portion of any 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 7 below or under the Plan for such vesting period (or for any later vesting period).

Nothing contained in this 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 Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or services, or affects the right of the Corporation or any Subsidiary 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 consent thereto.

The Participant shall have no rights as a stockholder of the Corporation, no dividend rights and no voting rights with respect to the Performance Shares and any shares of Common Stock underlying or issuable in respect of such Performance Shares until such shares of Common Stock

are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate.

Neither the Award, nor any interest therein or amount or shares payable in respect thereof 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.

As soon as administratively practicable following the last day of the Performance Period, and in no event later than the later of (i) the 15th day of the third month following the end of Participant’s taxable year in which the last day of the Performance Period occurs or (ii) the 15th day of the third month following the end of the Corporation’s taxable year in which the last day of the Performance Period occurs, the Corporation shall deliver to the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion) equal to the number of Performance Shares subject to the Award (if any) that vest in accordance with Section 2, unless such Performance Shares terminated prior to the given vesting date pursuant to Section 7. The Corporation’s obligation to deliver shares of Common Stock with respect to vested Performance Shares is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any shares with respect to the vested Performance Shares deliver to the Corporation any representations or other documents or assurances required pursuant to Section 8.1 of the Plan. The Participant shall have no further rights with respect to any Performance Shares that are paid or that are terminated pursuant to Section 7.

7.1 Effect of Change in Control . In the event of the occurrence, at any time after the Award Date and prior to the end of the Performance Period, of a dissolution of the Corporation or other event described in Section 7.1 of the Plan (which generally covers certain mergers or similar reorganizations) that the Corporation does not survive (or does not survive as a public company in respect of its Common Stock) or a Change in Control Event (an “ Acceleration Event ”), then the Performance Period shall terminate immediately prior to such Acceleration Event, and the number of Performance Shares subject to the Award that shall vest upon such Acceleration Event shall be determined in accordance with Exhibit A based on the Corporation’s actual performance for the shortened Performance Period. Any Performance Shares subject to the Award that do not vest after giving effect to the preceding sentence shall terminate as of the occurrence of such Acceleration Event. Any Performance Shares subject to the Award that vest upon the Acceleration Event shall become payable on or as soon as administratively practicable following the Acceleration Event, and in no event later than the later of (i) the 15th day of the third month following the end of Participant’s taxable year in which the Acceleration Event occurs or (ii) the 15th day of the third month following the end of the Corporation’s taxable year

in which the Acceleration Event occurs, in accordance with the applicable provisions of Section 6, provided, however, that if the Acceleration Event is not a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code), to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, any Performance Shares that vest under this Section 7.1 shall not become payable pursuant to this Section until the earliest of (A) the date the Acceleration Event (or a subsequent Acceleration Event) qualifies as a “change in the ownership,” a “change in the effective control” or a “change in the ownership of a substantial portion of the assets” of the Corporation (each as determined in accordance with Section 409A of the Code), (B) the original payment date under Section 6 or (C) the date the Participant has a Severance Date (as defined below). Any payments made pursuant to (A), (B) or (C) shall be made as soon as practicable, and in no event later than sixty (60) days following the occurrence of such event.

7.2 Effect of Termination of Participant’s Employment or Services . If the Participant ceases to be employed by or ceases to provide services to the Corporation or a Subsidiary, the following rules shall apply (the last day that the Participant is employed by or provides services to the Corporation or a Subsidiary that qualifies as a “separation from service” under Section 409A of the Code is referred to as the Participant’s “ Severance Date ”):

If any unvested Performance Shares are terminated hereunder, such Performance Shares shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.

For purposes of the Award, “ Total Disability ” means a Participant’s inability to engage in any substantial gainful activity necessary to perform his or her duties hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months.

For purposes of the Award, “ Retirement ” means a termination of employment or services by the Participant that occurs both (a) upon or after the Participant’s attainment of age 60 and (b) upon or after the Participant’s completion of five years of service to the Corporation and its Subsidiaries (such years of service determined in accordance with the rules for determining years of service under the Corporation’s 401(k) plan).

Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in the number of Performance Shares then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend paid on the Common Stock. Furthermore, the Administrator shall adjust the performance measures and performance goals referenced in Exhibit A hereof to the extent (if any) it determines that the adjustment is necessary or advisable to preserve the intended incentives and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination of the foregoing), or any complete or partial liquidation of the Corporation, (2) any change in accounting policies or practices, (3) the effects of any special charges to the Corporation’s earnings, or (4) any other similar special circumstances.

Subject to Section 8.1 of the Plan and such rules and procedures as the Administrator may impose, upon any distribution of shares of Common Stock in respect of the Award, the Corporation shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates; provided, however, that the foregoing provision shall not apply in the event that the Participant has, subject to the approval of the Administrator, made other provision in advance of the date of such distribution for the satisfaction of such withholding obligations. In the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Award, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Corporation’s records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be given only when received, but if the Participant is no longer an employee of the Corporation, shall be

deemed to have been duly given by the Corporation when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.

The Award and all rights of the Participant under this Agreement are subject to, and the Participant agrees to be bound by, all of the terms and conditions of the provisions of the Plan, incorporated herein by reference. In the event of a conflict or inconsistency between the terms and conditions of this Agreement and of the Plan, the terms and conditions of the Plan shall govern. The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Administrator do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Administrator so conferred by appropriate action of the Administrator under the Plan after the date hereof.

It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent. Notwithstanding any provision to the contrary in this Agreement, to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, no payment or distribution under this Agreement that becomes payable by reason of a Participant’s termination of employment with the Corporation will be made to such Participant unless such Participant’s termination of employment constitutes a “separation from service” (as such term is defined in Section 409A of the Code). For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. If a Participant is a “specified employee” as defined in Section 409A of the Code and, as a result of that status, any portion of the payments under this Agreement would otherwise be subject to taxation pursuant to Section 409A of the Code, such Participant shall not be entitled to any payments upon a termination of his or her employment until the earlier of (i) the expiration of the six (6)-month period measured from the date of such Participant’s “separation from service” (within the meaning of Section 409A of the Code) or (ii) the date of such Participant’s death. Upon the expiration of the applicable Section 409A deferral period, all payments and benefits deferred pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to such Participant in a lump sum as soon as practicable, but in no event later than ten (10) days (or if the payment is being made following the Participant’s death, no later than sixty (60) days following the date of death), following such expired period, and any remaining payments due under this Agreement will be paid in accordance with the normal payment dates specified for them herein.

This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof. Notwithstanding the foregoing, if the Participant is subject to a written employment, change in control or similar agreement with the Corporation that is in effect as of the Participant’s Severance Date and the Participant would be entitled under the express provisions of such agreement to greater rights with respect to accelerated vesting of the Award in connection with the termination of the Participant’s employment in the circumstances, subject to Section 12 of this Agreement and to the extend permitted by Section 409A of the Code, the provisions of such agreement shall control with respect to such vesting rights, and the corresponding provisions of this Agreement shall not apply.

Participation in this Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Corporation (or applicable Subsidiary) with respect to amounts credited and benefits payable in cash, if any, with respect to the Performance Shares, and rights no greater than the right to receive the Common Stock (or equivalent value) as a general unsecured creditor with respect to Performance Shares, as and when payable thereunder.

This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland without regard to conflict of law principles thereunder.

EXHIBIT A

PERFORMANCE GOALS

Subject to Section 7 of the Terms, the Award shall vest and become nonforfeitable with respect to the “Applicable Percentage” of the total number of Performance Shares subject to the Award (subject to adjustment under Section 7.1 of the Plan) set forth in the chart below based on the Corporation’s Relative TSR Performance (as each such term is defined below) for the Performance Period; provided, however, that, notwithstanding the foregoing, if the Corporation’s TSR for the Performance Period is less than zero percent (0%), the Applicable Percentage shall never exceed one hundred percent (100%):

If the Corporation’s Relative TSR Performance for the Performance Period is between two of the performance levels indicated above, the Applicable Percentage of the Performance Shares that will vest will be determined on a linear basis. For example, if the Corporation’s Relative TSR Performance for the Performance Period were at the 95 ^th percentile, then 185% of the Performance Shares would vest. Any Performance Shares that do not vest based on the performance requirements set forth in this Exhibit A will automatically terminate as of the last day of the Performance Period.

For purposes of the Award, the following definitions shall apply:

Exhibit 10.6

NATIONWIDE HEALTH PROPERTIES, INC.

DEFERRED COMPENSATION PLAN

(Effective September 1, 1991, as amended July 1, 1997,

and as amended and restated as of October 28, 2008)

NATIONWIDE HEALTH PROPERTIES, INC.

DEFERRED COMPENSATION PLAN

TABLE OF CONTENTS

i

ii

NATIONWIDE HEALTH PROPERTIES, INC.

DEFERRED COMPENSATION PLAN

(Effective September 1, 1991, as amended July 1, 1997,

and as amended and restated as of October 28, 2008)

ARTICLE I

TITLE AND PURPOSE

This Plan shall be known as the “Nationwide Health Properties, Inc. Deferred Compensation Plan” and shall become effective September 1, 1991. The purpose of this Plan is to provide a long-term performance incentive to employees of Nationwide Health Properties, Inc. and a means of attracting and retaining employees of outstanding abilities.

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ARTICLE II

DEFINITIONS

2.1 Definitions . Whenever the following terms are used in this Plan, they shall have the meaning specified below unless the context clearly indicates to the contrary:

Account shall mean the account maintained for each Participant to reflect the Compensation deferred by the Participant, the Company Match and Investment Equivalents on the Compensation deferred and the Company Match.

Board of Directors shall mean the Board of Directors of the Company.

Code shall mean the Internal Revenue Code of 1986, as amended.

Company shall mean Nationwide Health Properties, Inc. or its successor or successors.

Company Match shall mean the additional amount credited to a Participant’s Account as a result of the Participant’s election to defer Compensation, as described in Section 5.2.

Compensation shall mean the base salary and bonuses which, but for the elections permitted under this Plan, would be payable by the Company to a Participant.

Compensation Committee shall mean the Compensation Committee appointed by the Board of Directors.

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Disability shall mean the Participant is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, unable to engage in any substantial gainful activity or is receiving income replacement benefits under the terms of an accident and health plan covering directors or employees of the Company.

Election and Agreement shall have the meaning as set forth in Section 4.1.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended and the regulations promulgated thereunder.

Investment Equivalent shall mean the amount determined by the Plan Committee for each Participant pursuant to Article V.

Investment Option shall mean the options available for the crediting of Investment Equivalents, as set forth in Article V.

In-Service Distribution Date shall mean a date specified by the Participant in a valid Election and Agreement and as described in Section 4.2.

Participant shall mean a member of management or a highly compensated employee of the Company (including officers and directors) and may include a member of the Plan Committee or Compensation Committee who is also management or a highly compensated

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employee of the Company, selected by the Compensation Committee from such management and highly compensated employees as eligible to participate in the Plan.

Plan shall mean this Nationwide Health Properties, Inc. Deferred Compensation Plan.

Plan Committee shall mean the committee appointed by the Compensation Committee to administer this Plan in accordance with Article VIII. The Plan Committee may be comprised of Participants in this Plan.

Plan Year shall mean the calendar year.

Separation from Service shall mean the cessation of a Participant’s services as an employee or director of the Company, whether voluntary or involuntary, for any reason including retirement, Disability or death, where the Company and the Participant reasonably anticipate that no further services of any kind would be performed following such Separation from Service, or that the level of bona fide services the Participant would perform after such Separation from Service (whether as an employee, director or as an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee, director or as an independent contractor) over the immediately preceding thirty six (36)-month period (or, if shorter, the full period of services to the Company).

Subsequent Deferral Election shall have the meaning as set forth in Section 4.3.

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Valuation Date shall mean the last day of each Plan Year.

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ARTICLE III

PARTICIPATION

Eligibility for participation in the Plan shall be limited to management and highly compensated employees of the Company (including officers and directors) and may include members of the Plan Committee or Compensation Committee who are also management or highly compensated employees of the Company. Participants in the Plan shall be selected by the Compensation Committee from such management and highly compensated employees.

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ARTICLE IV

DEFERRAL ELECTION

4.1 Deferral of Compensation . In order to defer receipt of Compensation for any Plan Year, a Participant must file a written application for participation with the Plan Committee on a form provided by the Plan Committee (the “Election and Agreement”) not later than the December 31st immediately preceding such Plan Year, stating the (1) dollar amount or percentage per pay period of base salary or bonus award, if any, that the Participant elects to defer and (2) In-Service Distribution Date desired, if any, as described in Section 4.2. A Participant may also elect Investment Options on a separate form as prescribed by the Plan Committee, as described in Section 5.4. The Participant’s Compensation shall be reduced by the amount so stated and said amount shall be credited to the Participant’s Account as of the earliest date such Compensation would otherwise be due and payable.

Notwithstanding the above, if an employee or director is first employed or his services engaged by the Company during a Plan Year, and is otherwise eligible and has been selected for Plan participation by the Compensation Committee pursuant to Article III, such Participant may defer receipt of Compensation for the remainder of that Plan Year by filing an Election and Agreement not later than thirty (30) days after the date he or she was selected for Plan participation (in this case Compensation shall mean base salary to be earned after the date the Election and Agreement is executed and a pro-rata portion of the Participant’s bonus for such Plan Year based on the date the Election and Agreement is executed). Such Participant’s Compensation for that Plan Year shall be reduced, commencing with the first full pay period after the date of such Participant’s Election and Agreement, by the amount so stated and said

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amount shall be credited to such Participant’s Account as of the earliest date such Compensation would otherwise be due and payable.

4.2 In-Service Distribution Date . A Participant may elect an In-Service Distribution Date. Such election shall be made in the Participant’s Election and Agreement and shall specify the portion or amount of the Participant’s Account to be distributed on such In-Service Distribution Date. Subject to Section 4.3, any election of an In-Service Distribution Date shall be irrevocable, both as to the date of distribution and as to the amount of the distribution.

If a Participant elects an In-Service Distribution Date or a Subsequent Deferral Election (as defined below) for less than 100% of his Account (determined as of the In-Service Distribution Date or Subsequent Deferral Election, as applicable), the balance of such Participant’s Account remaining after the In-Service Distribution Date or Subsequent Deferral Election (as may be adjusted pursuant to the Plan) shall be distributed in accordance with Section 7.1.

If a Participant has a Separation from Service prior to his In-Service Distribution Date or Subsequent Deferral Election, his In-Service Distribution Date or Subsequent Deferral Election shall not be given effect and distribution of the Participant’s Account shall be made in accordance with Section 7.1.

4.3 Irrevocable Election . An Election and Agreement shall become binding and irrevocable in all respects upon the execution of such Election and Agreement, and shall remain in effect until modified by the Participant (a “Subsequent Deferral Election”), provided that such Subsequent Deferral Election shall be made by the Participant prior to the last permissible date

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for making such election. Notwithstanding the foregoing, a Participant may make a Subsequent Deferral Election after the last permissible date for making such election provided that:

(i) such Subsequent Deferral Election will not take effect until at least twelve (12) months after the date on which the Subsequent Deferral Election is made;

(ii) the payment with respect to such Subsequent Deferral Election is deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid (or, in the case of (a) a life annuity or (b) installment payments treated as a single payment, five (5) years from the date the first amount was scheduled to be paid); and

(iii) any Subsequent Deferral Election related to a payment to be made at a specified time or pursuant to a fixed schedule is made not less than twelve (12) months before the date the payment is scheduled to be paid (or, in the case of (a) a life annuity or (b) installment payments treated as a single payment, twelve (12) months before the date the first amount was scheduled to be paid).

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ARTICLE V

ACCOUNTS AND INVESTMENT EQUIVALENTS

5.1 Accounts . The Plan Committee shall maintain an Account for each Participant and shall credit such Account with the amounts of Compensation deferred pursuant to Article IV, the Company Match calculated pursuant to Section 5.2 and the Investment Equivalents calculated pursuant to Section 5.3. Deferred Compensation shall be credited to the Participant’s Account as of the earliest date such Compensation would otherwise be due and payable.

5.2 Company Match . The Company Match for 1997 and subsequent years shall be the lesser of the amounts described in (a) or (b) below:

(a) one half of the Compensation (other than annual bonus) deferred by the Participant under this Plan for such year.

(b) Four percent (4%) of the Participant’s gross Compensation (other than annual bonus) for the same such year as referenced in (a) above.

The Committee shall credit the Company Match to a Participant’s Account as of the date deferred Compensation which is eligible for a Company Match is credited to the Participant’s Account. Gross Compensation means Compensation which would be payable but for a Participant’s election under this Plan, provided that for purposes of calculating the annual limit on the Company Match, any bonus paid or payable shall not be included in the Participant’s gross Compensation. The Committee shall, if necessary, appropriately adjust the Participant’s Account as of earliest of (1) the last day of the Plan Year, (2) the date of the Participant’s Separation from Service, (3) an In-Service Distribution Date or (4) such date that a determination is made that

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amounts credited under this Section 5.2 would need adjustment to properly reflect the annual limit on the Company Match.

5.3 Investment Equivalents . On each Valuation Date, each Participant’s Account shall be credited (or debited) with the appropriate Investment Equivalent. The Investment Equivalent shall be calculated separately for each Investment Option by determining the investment gain or loss which would have occurred if the Participant’s Account had been invested in the Investment Option specified by the Participant. In calculating the Investment Equivalents, amounts will be considered invested as of the date such amounts are deemed credited to the Participants’ Accounts under Sections 5.1 and 5.2.

5.4 Investment Options . The Investment Equivalent for each such Investment Option shall be determined by the Plan Committee according to the methods described below. The Plan Committee may add additional Investment Options by adopting written rules which describe the method of determining the Investment Equivalent on such Investment Options. Investment options available under the Plan may include: (i) a government fund selected by the Plan Committee, which seeks to invest primarily in debt issued by the United States government; (ii) an equity fund selected by the Plan Committee, which seeks to invest primarily in equity securities; and (iii) a balanced fund selected by the Plan Committee, which seeks to invest primarily in both debt and equity securities, the proportions of which may change from time to time. In addition, the Plan may include an investment option under which investment gains and losses will be determined according to the securities or funds specified by the Participant, subject to restrictions established by the Plan Committee.

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Each Participant may designate the Investment Option(s) of his choice by so electing on the form prescribed by the Plan Committee. Each Participant may change his Investment Option(s) once per quarter at the time and upon such notice as is required by the Plan Committee. The date upon which the Participant’s Accounts shall be credited with Investment Equivalents corresponding to the Participant’s new Investment Option(s) shall be determined by the Plan Committee.

The Company has no obligation to invest any deferred Compensation in any particular manner. All amounts under the Plan are subject to the creditors of the Company; the Participants and Beneficiaries shall have no rights superior to those of the unsecured creditors of the Company.

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ARTICLE VI

VESTING

The interest of a Participant in his benefits under the Plan shall be 100% vested at all times, which means that it will not forfeit as a result of his Separation from Service. However, a Participant’s right to be paid by the Company remains subject to the claims of the general creditors of the Company.

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ARTICLE VII

BENEFITS

7.1 Amount of Benefits . The Participant (or his Beneficiary in the case of his death) shall become entitled to payment of his Account upon the earlier of (1) his In-Service Distribution Date or Subsequent Deferral Election, as applicable, (2) a Separation from Service with the Company or (3) an unforeseeable emergency or hardship as described in Section 7.3, and shall be paid within thirty (30) days following the occurrence of such event.

7.2 Method of Payment . Benefit payments made to a Participant shall be made as a single lump sum payable within thirty (30) days following the time of entitlement to a benefit specified in Section 7.1.

7.3 Adjustment of Payments in Case of Unforeseeable Emergency or Hardship . While it is the primary purpose of the Plan to provide funds for the years after Participants are no longer able to render active service to the Company, it is recognized that in the case of an unforeseeable emergency or hardship, it would be in the best interests of Participants to permit a lump sum payment of accelerated payments to be made to them. Accordingly, the Plan Committee, in its sole discretion, may, upon written request of a Participant, provide for a cancellation of such Participant’s deferral election in whole or in part, to take account of and ameliorate an unforeseeable emergency or hardship affecting him or any of his dependents, pursuant to the requirements of Section 409A of the Code. An unforeseeable emergency or hardship shall be an event specified in Treasury Regulation Section 1.401(k)-1(d)(3). If the Participant requesting such a cancellation of a deferral election is a member of the Plan Committee, he shall not

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participate in the decision of the Plan Committee concerning such payment. The amount of any such cancellation of a deferral election shall not exceed the lesser of:

(a) the amount necessary to take account of and ameliorate such unforeseeable emergency or hardship or

(b) the entire amount of such Participant’s Account.

The remaining portion of such Participant’s Account, if any, shall be distributed according to Sections 7.1 and 7.2 of this Plan prior to the adjustment under this section. This section shall not be construed to allow distribution under the Plan of amounts greater than those the Participant would have otherwise received, if no adjustment under this section had been made.

7.4 Company’s Right to Withhold . The Company shall have the right to deduct from any payment any federal, state or local taxes or deductions required by law to be withheld with respect to such payments.

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ARTICLE VIII

ADMINISTRATION

8.1 The Plan Committee . The Plan Committee hereunder shall consist of three or more persons appointed form time to time by the Compensation Committee. Any member of the Plan Committee may resign by delivering a written resignation to the Compensation Committee. Members of the Plan Committee shall not receive any additional compensation for administration of the Plan.

8.2 Committee Action . The Plan Committee shall, for the purpose of administering the Plan, choose a Secretary who may be, but is not required to be, a member of the Plan Committee, who shall keep minutes of the Plan Committee’s proceedings and all records and documents pertaining to the Plan Committee’s administration of the Plan. A member of the Plan Committee shall not vote or act upon any matter which relates solely to himself as a Participant in this Plan. The Secretary may execute any certificate or other written direction on behalf of the Plan Committee. Any act which this Plan authorizes or requires the Plan Committee to do may be done by a majority of its members. The action of such majority, expressed from time to time by a vote at a meeting or by unanimous written consent of Plan Committee members without a meeting, shall constitute the action of the Plan Committee.

8.3 Rights and Duties . Subject to the limitations of this Plan, the Plan Committee shall be charged with the general administration of this Plan and the responsibility for carrying out its provisions, and shall have powers necessary to accomplish those purposes, including, but not by way of limitation, the following:

(a) To construe, interpret and administer the Plan;

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(b) To determine the Investment Equivalents;

(c) To make any other determinations required by this Plan which are not explicitly made the authority of another person or persons by this Plan;

(d) To compute and certify the amount of benefits payable to Participants;

(e) To authorize all payments pursuant to the Plan;

(f) To determine the necessity for and the amount of any hardship adjustment pursuant to Section 7.3 of this Plan;

(g) To maintain all the necessary records for the administration of the Plan;

(h) To make and publish rules for the administration, interpretation and regulation of the Plan; and

(i) To communicate to each Participant annually, as soon as practicable after the close of each Plan Year, the value of his Account.

All actions taken and all determinations made by the Plan Committee and the Plan Committee’s calculation of benefits payable to Participants shall be conclusive. In performing its duties, the Plan Committee shall be entitled to rely on information, opinions, reports or statements prepared or presented by: (i) officers or employees of the Company whom the Plan Committee believes to be reliable and competent as to such matters; and (ii) counsel (who may be counsel to the Company), independent accountants and other persons as to matters which the Plan Committee believes to be within such persons’ professional or expert competence. The Plan Committee shall be fully protected with respect to any action taken or omitted by it in good faith pursuant to the advice of such persons.

8.4 Indemnity and Liability . All expenses of the Plan Committee shall be paid by the Company and the Company shall furnish the Plan Committee with such clerical and other

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assistance as is necessary in the performance of its duties. No member of the Plan Committee shall be liable for any act or omission of any other member of the Plan Committee nor for any act or omission on his own part, excepting only his own willful misconduct or gross negligence. To the extent permitted by law, the Company shall indemnify and save harmless each member of the Plan Committee against any and all expenses and liabilities arising out of his membership on the Plan Committee, excepting only expenses and liabilities arising out of his own willful misconduct or gross negligence, as determined by the Board of Directors.

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ARTICLE IX

AMENDMENT AND TERMINATION

9.1 Amendments . The Compensation Committee shall have the right to amend this Plan in whole or in part from time to time by resolutions, and to amend or cancel any amendments; provided, however, that no action under this section shall cancel or otherwise adversely affect in any way any Participant’s rights with respect to amounts previously allocated to any Participant’s Account. Such amendments shall be stated in an instrument in writing, certified in the same manner and at the time therein set forth, and all Participants shall be bound thereby upon receipt of notice thereof.

9.2 Discontinuance of Plan . It is the expectation of the Company that this Plan shall be continued indefinitely, but continuance of this Plan is not assumed as a contractual obligation of the Company. In the event that the Board of Directors decides to discontinue and terminate this Plan, it shall notify the Plan Committee of its action in an instrument in writing, certified in the same manner as this Plan, and this Plan shall be terminated at the time therein set forth, and all Participants shall be bound thereby; provided, however, that no action under this section shall cancel or affect in any way any Participant’s rights with respect to amounts previously allocated to any Participant’s Account. Upon such termination or discontinuance, the Plan Committee in its sole discretion may elect to immediately pay or commence to pay benefits to all Participants in a lump sum or in the manner (if any) previously elected by such Participants provided that such termination or discontinuance occurs:

(1) within twelve (12) months of a corporate dissolution taxed under Section 331 of the Code, or with the approval of a bankruptcy court

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pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross incomes in the later of the following years (or, if earlier, the taxable year in which the amount is actually or constructively received):

(ii) the calendar year in which the Plan termination and liquidation occurs;

(iii) the first calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

(iv) the first calendar year in which the payment is administratively practicable;

(2) pursuant to irrevocable action by the Company within the thirty (30) days preceding or the twelve (12) months following a change in control event (as defined in Treasury Regulation §1.409A-3(i)(5)); provided, however, that all agreements, methods, programs, and other arrangements sponsored by the Company immediately after the time of the change in control event that can be aggregated with the Plan pursuant to Treasury Regulation §1.409A-1(c)(2)(i) are terminated with respect to each Participant who experienced the change in control event, so that under the terms of the termination and liquidation, all such participants are required to receive all amounts of compensation deferred under the termination agreements, methods, programs, and other arrangements within

20

twelve (12) months of the date the Company irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements; or

(3) at any time, provided that:

(i) the termination does not occur proximate to a downturn in the financial health of the Company;

(ii) the Company terminates and liquidates all agreements, methods, programs, and other arrangements that would be aggregated with the Plan pursuant to Treasury Regulation §1.409A-1(c);

(iii) all payments in liquidation of the Plan are made after twelve (12) months but before twenty-four (24) months of the date the Company takes all necessary action to irrevocably terminate and liquidate the Plan other than payments that would be payable under the terms of the Plan if the action to terminate and liquidate the Plan had not occurred (the “Plan Termination Date”); and

(iv) the Company does not adopt a new plan that would be aggregated with any terminated and liquidated plan under Treasury Regulation §1.409A-1(c) at any time within three (3) years following the Plan Termination Date.

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ARTICLE X

MISCELLANEOUS

10.1 Receipt or Release . Any payment to any Participant or Beneficiary in accordance with the provisions of this Plan shall, to the extent thereof, be in full satisfaction of all claims against the Plan Committee, the Compensation Committee and the Company, and, to the extent permitted by law, the Plan Committee may require such Participant, as a condition precedent to such payment, to execute a receipt and release to such effect.

10.2 Limitation on Participants’ Rights . Participation in this Plan shall not give any Participant the right to be retained in the employ of the Company or any rights or interest other than as herein provided. The employment rights of any Participant or other Employee shall not be enlarged, guaranteed or affected by reason of any of the provisions of this Plan. The Company reserves the right to dismiss any Participant without any liability for any claim against the Company under this Plan, except for payment of vested benefits to the extent expressly provided herein. This Plan shall create only a contractual obligation on the part of the Company as to such amounts and shall not be construed as creating a trust or any fiduciary relationship. This Plan, in and of itself, has no assets and no assets or funds of the Company shall be set aside or otherwise segregated to satisfy the obligations created hereunder. Participants or Beneficiaries shall have only the rights of general unsecured creditors of the Company with respect to amounts credited and benefits payable, if any, on their Accounts.

10.3 Beneficiaries . A Participant shall designate in writing, on forms prescribed by and filed with the Committee, a Beneficiary or Beneficiaries to receive any payments payable after his death and may at any time amend or revoke any such designation; provided, however, that if a

22

person other than the Participant’s spouse is designated as a Beneficiary, the Participant’s spouse must sign a statement specifically approving such designation. If no Beneficiary designation is in effect at the time of a Participant’s death, or in the absence of a spousal approval as hereinabove provided, payments hereunder shall be made to his personal representative. Any payments which would have been payable to any Participant if he had lived shall be paid to the Participant’s designated Beneficiaries (or, in the absence of any such designation, to his personal representative) according to Section 7.2.

10.4 Benefits Not Assignable; Obligations Binding Upon Successors . Benefits of a Participant under this Plan shall not be assignable or transferable and any purported transfer, assignment, pledge or other encumbrance or attachment of any payments or benefits under this plan, other than by operation of law or pursuant to Section 10.3, shall not be permitted or recognized. Obligations of the Company under this Plan shall be binding upon successors of the Company.

10.5 Forfeiture . Any payment or distribution to a Participant or Beneficiary under the Plan shall be deemed made when mailed by normal first class mail to the last known mailing address of the Participant or Beneficiary. Any Company check used to make a payment pursuant to this Plan which is not cashed within three years shall be cancelled and the Company shall have no further obligation to the Participant or Beneficiary. Neither the Plan Committee, the Compensation Committee nor the Company shall have any duty to give notice that amounts are payable under the Plan to any person other than the Participant.

10.6 California Law Governs; Severability . The validity of this Plan or any of its provisions shall be construed, administered and governed in all respects under and by the laws of the State of California to the extent such laws are not preempted by federal law. If any provisions of this

23

instrument shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

10.7 Gender . The masculine pronoun and adjective shall be deemed to include the feminine, unless a different meaning is plainly required by the context.

10.8 Headings Not Part of Plan . Headings and subheadings in this Plan are inserted for reference only and are not to be considered in the construction of the provisions hereof.

10.9 Section 409A . For purposes of this Plan, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding any provision to the contrary in this Plan, to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, no payment or distribution under this Plan that becomes payable by reason of the Participant’s termination of employment or service with the Company will be made to the Participant unless the Participant’s termination of employment or service constitutes a “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A of the Code). In addition, no such payment or distribution will be made to the Participant prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A of the Code) or (ii) the date of the Participant’s death, if the Participant is deemed at the time of such separation from service to be a “key employee” within the meaning of that term under Section 416(i) of the Code and such delayed commencement is otherwise required in order to avoid the imposition of taxes under Section 409A of the Code. As soon as practicable following the earlier of (i) or (ii), but in no event later than ten (10) days following the expiration of the six-month period (or if the payment

24

is being made following the Participant’s death, no later than sixty (60) days following the date of death), all payments and benefits deferred pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments due under this Plan will be paid in accordance with the normal payment dates specified for them herein. It is intended that this Plan shall comply with the provisions of Section 409A of the Code so as not to subject any Participant to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Plan shall be interpreted, operated, and administered in a manner consistent with these intentions, and to the extent that any rules, regulations or other guidance issued under Section 409A of the Code would result in any Participant being subject to payment of additional income taxes or interest under Section 409A of the Code, the Company shall amend this Plan to the extent necessary to avoid the application of such taxes or interest to the extent permitted by Section 409A of the Code.

10.10 Non-Qualified Plan Status and ERISA . The Plan is intended to be a plan that is not qualified within the meaning of Section 401(a) of the Code. The Plan “is unfunded and is maintained by an employer primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees” within the meaning of ERISA Sections 201(2), 301(a)(3) and 401(a)(1). The Plan shall be administered and interpreted to the extent possible in a manner consistent with the intent described in the preceding sentence.

10.11 Claims Procedures . If a Participant, Beneficiary or other person (hereafter, “Claimant”) does not receive timely payment of any benefits which he or she believes are due and payable under the Plan, he or she may make a claim for benefits to the Plan Committee. The claim for benefits must be in writing and addressed to the Company or Plan Committee. The Plan

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Committee shall notify the Claimant whether such claim shall be granted or denied within 90 days after the Plan Committee initially received the benefit claim. However, if special circumstances require an extension of time for processing the claim, the Plan Committee will furnish notice of the extension to the Claimant prior to the termination of the initial 90-day period and such extension may not exceed one additional, consecutive 90-day period. Any notice of a denial of benefits should include the following: the specific reason or reasons for the adverse determination; reference to the specific Plan provisions on which the determination was based; a description of any additional material or information necessary for the Claimant to perfect his claim and an explanation of why such material or information is necessary; a description of the Plan’s review procedures; and a statement that the Participant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claim. If notice of the denial of a claim is not furnished in accordance with this Section 10.11, the claim shall be deemed denied and the Claimant shall be permitted to exercise his right to review pursuant to Section 10.12.

10.12 Appeals of Denied Claims . Each Claimant whose claim for benefits has been denied may file a written appeal for a review of his claim by the Plan Committee. The request for review must be filed by the Claimant within 60 days after he or she received the notice denying his claim. The decision of the Plan Committee will be communicated to the Claimant within 60 days after receipt of a request for appeal. The notice shall set forth the basis for the Plan Committee’s decision. If there are special circumstances which require an extension of time for completing the review, the Plan Committee’s decision may be rendered not later than 120 days after receipt of a request for appeal. If notice of the decision on the review is not furnished in

26

accordance with this Section 10.12, the claim shall be deemed denied and the Participant shall be permitted to exercise his right to a legal remedy.

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Exhibit 10.7

NATIONWIDE HEALTH PROPERTIES, INC.

DEFERRED COMPENSATION PLAN

Form of Amended and Restated Deferred Compensation Election and Agreement

This amended and restated deferred compensation election and agreement, effective as of [              ], 2008, hereby amends and restates any and all prior deferred compensation election and agreements that covered compensation earned by you and payable to you by Nationwide Health Properties, Inc., a Maryland corporation (the “Employer”) (collectively, the “Prior Agreements”), by and between the Employer and [              ] (the “Participant”), with reference to the following:

WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), imposes certain restrictions, among other things, as to the timing and distributions from nonqualified deferred compensation plans and arrangements;

WHEREAS, the Board of Directors of the Employer desires to amend and restate the Prior Agreements to comply with Section 409A of the Code; and

WHEREAS, pursuant to this amended and restated Election and Agreement, none of the terms of the Prior Agreements, including but not limited to the Participant’s deferral elections as stated thereunder, shall have any further force or effect, and in lieu of such deferral elections the Participant shall be bound by the terms and elections as set forth in this amended and restated Election and Agreement.

NOW THEREFORE, the Prior Agreements are hereby amended and restated in their entirety as follows:

This Deferred Compensation Election and Agreement is entered into this _____ day of [              ] 2008, between Nationwide Health Properties (the “Employer”), and [              ] (the “Participant”). The parties hereto agree as follows:

1. The Nationwide Health Properties, Inc. Deferred Compensation Plan (the “Plan”) is hereby incorporated into and made a part of this Election and Agreement. All capitalized terms used and not defined herein shall have the meanings as set forth in the Plan. If there is any inconsistency between the terms of this Election and Agreement and the Plan, the terms of the Plan shall control.

2. Pursuant to the Plan, the Employer and Participant agree that in consideration of services performed by the Participant for the Employer, the Participant’s Compensation has been reduced by the amounts or percentages as set forth on Appendix A hereto. The reduced Compensation has and will continue to be credited to the Participant under the Plan, to be held by the Employer and paid to the Participant (or his beneficiary) by the Employer in accordance with

this Election and Agreement and in accordance with the terms, provisions and conditions of the Plan.

3. Subject to Section 4.3 of the Plan, it is understood that this Election and Agreement, once made, can neither be amended nor revoked. It is further understood that any amendment or revocation of this Election and Agreement shall only become effective as set forth in Section 4.3 of the Plan.

4. The Participant may elect an In-Service Distribution Date, which is a single date on which the Participant will receive an amount or portion of his Account, each as specified below. A Participant is not required to elect an In-Service Distribution Date. If a Participant does not elect an In-Service Distribution Date, he will be entitled to receive his benefits upon the occurrence of his Separation from Service with the Company, subject to certain exceptions in the case of an unforeseeable emergency or hardship as described in the Plan and as permitted under Section 409A of the Code. A Participant cannot accelerate a distribution otherwise scheduled for a later year into 2008.

In-Service Distribution

Date:                     

Percentage of Account or

Dollar Amount to be

distributed on In-Service

Distribution Date:                     

5. All payments made under the Plan and pursuant to this Election and Agreement shall be paid in cash in lump sum. You (or your beneficiary in the case of your death) shall become entitled to payment of your Account upon the earlier of (i) your In-Service Distribution Date or a subsequent modification to such date as permitted in Section 4.3 of the Plan, as applicable, (ii) a Separation from Service with the Company or (iii) an unforeseeable emergency or hardship as described in Section 7.3 of the Plan, and shall be paid within thirty (30) days following the occurrence of such event.

6. Pursuant to the terms of the Plan, you may designate Investment Options of your choice by so electing on the form prescribed by the Plan Committee. Please contact the Employer, Plan Committee or the applicable third party administrator to obtain more information about such Investment Options.

7. The Participant’s beneficiary or beneficiaries are specified in the attached Beneficiary Designation.

8. For purposes of this Election and Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding any provision to the contrary in this Election and Agreement, to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, no payment or distribution under this Election and Agreement that becomes payable by reason of your termination of employment or service with the Company will be made to you unless your termination of employment or service constitutes a “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A of the Code). In addition, no such payment or distribution will be made to you prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A of the Code) or (ii) the date of your death, if you are deemed at the time of such separation from service to be a “key employee” within the meaning of that term under Section 416(i) of the Code and such delayed commencement is otherwise required in order to avoid the imposition of taxes under Section 409A of the Code. As soon as practicable following the earlier of (i) or (ii), but in no event later than ten (10) days following the expiration of the six-month period (or if the payment is being made following your death, no later than sixty (60) days following the date of death), all payments and benefits deferred pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to you in a lump sum, and any remaining payments due under this Election and Agreement will be paid in accordance with the normal payment dates specified for them herein. It is intended that this Election and Agreement shall comply with the provisions of Section 409A of the Code so as not to subject you to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Election and Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions.

This Election and Agreement is entered into this          day of                      , 2008.

I hereby acknowledge that I have read and understood this Election and Agreement. I hereby consent to this Election and Agreement.

I have read and I understand the above Beneficiary Designation. I hereby consent to the above Beneficiary Designation.

Exhibit 10.8

NATIONWIDE HEALTH PROPERTIES, INC.

DEFERRED COMPENSATION PLAN

Deferred Compensation Election and Agreement

This Deferred Compensation Election and Agreement is entered into this          day of [              ] 2008, between Nationwide Health Properties (the “Employer”), and [              ] (the “Participant”). The parties hereto agree as follows:

1. The Nationwide Health Properties, Inc. Deferred Compensation Plan (the “Plan”) is hereby incorporated into and made a part of this Election and Agreement. All capitalized terms used and not defined herein shall have the meanings as set forth in the Plan. If there is any inconsistency between the terms of this Election and Agreement and the Plan, the terms of the Plan shall control.

2. Pursuant to the Plan, the Employer and Participant agree that in consideration of services to be performed by the Participant for the Employer, the Participant’s Compensation shall be reduced by the amount or percentage shown below. The reduced Compensation is to be credited to the Participant under the Plan, to be held by the Employer and paid to the Participant (or his beneficiary) by the Employer in accordance with this Election and Agreement and in accordance with the terms, provisions and conditions of the Plan.

3. Subject to Section 4.3 of the Plan, it is understood that this Election and Agreement, once made, can neither be amended nor revoked. It is further understood that any amendment or revocation of this Election and Agreement shall only become effective as set forth in Section 4.3 of the Plan.

4. The Participant elects that the following amount of his Compensation (other than annual bonus) be reduced and credited as deferred Compensation under the Plan (check and complete one):

¨ (a) $              from each paycheck during the 2009 Plan Year.

¨ (b)              % of each paycheck during the 2009 Plan Year.

5. The Participant elects that the following amount of his annual bonus be reduced and credited as deferred Compensation under the Plan (check and complete one):

¨ (a) $              of such bonus for the 2009 Plan Year (or, if less, the entire amount of such bonus after deducting for all applicable tax withholding and any other deductions).

¨ (b)              % of such bonus for the 2009 Plan Year.

6. The Participant may elect an In-Service Distribution Date, which is a single date on which the Participant will receive an amount or portion of his Account, each as specified below. A Participant is not required to elect an In-Service Distribution Date. If a Participant does not elect an In-Service Distribution Date, he will be entitled to receive his benefits upon the occurrence of his Separation from Service with the Company, subject to certain exceptions in the case of an unforeseeable emergency or hardship as described in the Plan and as permitted under Section 409A of the Code. A Participant cannot accelerate a distribution otherwise scheduled for a later year into 2008.

In-Service Distribution

Date:                     

Percentage of Account or

Dollar Amount to be

distributed on In-Service

Distribution Date:                     

7. All payments made under the Plan and pursuant to this Election and Agreement shall be paid in cash in lump sum. You (or your beneficiary in the case of your death) shall become entitled to payment of your Account upon the earlier of (i) your In-Service Distribution Date or a subsequent modification to such date as permitted in Section 4.3 of the Plan, as applicable, (ii) a Separation from Service with the Company or (iii) an unforeseeable emergency or hardship as described in Section 7.3 of the Plan, and shall be paid within thirty (30) days following the occurrence of such event.

8. Pursuant to the terms of the Plan, you may designate Investment Options of your choice by so electing on the form prescribed by the Plan Committee. Please contact the Employer, Plan Committee or the applicable third party administrator to obtain more information about such Investment Options.

9. The Participant’s beneficiary or beneficiaries are specified in the attached Beneficiary Designation.

10. For purposes of this Election and Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding any provision to the contrary in this Election and Agreement, to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, no payment or

distribution under this Election and Agreement that becomes payable by reason of your termination of employment or service with the Company will be made to you unless your termination of employment or service constitutes a “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A of the Code). In addition, no such payment or distribution will be made to you prior to the earlier of (i) the expiration of the six (6)-month period measured from the date of your “separation from service” (as such term is defined in Treasury Regulations issued under Section 409A of the Code) or (ii) the date of your death, if you are deemed at the time of such separation from service to be a “key employee” within the meaning of that term under Section 416(i) of the Code and such delayed commencement is otherwise required in order to avoid the imposition of taxes under Section 409A of the Code. As soon as practicable following the earlier of (i) or (ii), but in no event later than ten (10) days following the expiration of the six-month period (or if the payment is being made following your death, no later than sixty (60) days following the date of death), all payments and benefits deferred pursuant to this section (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to you in a lump sum, and any remaining payments due under this Election and Agreement will be paid in accordance with the normal payment dates specified for them herein. It is intended that this Election and Agreement shall comply with the provisions of Section 409A of the Code so as not to subject you to the payment of additional taxes and interest under Section 409A of the Code. In furtherance of this intent, this Election and Agreement shall be interpreted, operated, and administered in a manner consistent with these intentions.

This Election and Agreement is entered into this          day of                      , 2008.

I hereby acknowledge that I have read and understood this Election and Agreement. I hereby consent to this Election and Agreement.

I have read and I understand the above Beneficiary Designation. I hereby consent to the above Beneficiary Designation.

Exhibit 10.9

AMENDMENT

TO

NATIONWIDE HEALTH PROPERTIES, INC.

RETIREMENT PLAN FOR DIRECTORS

AS AMENDED AND RESTATED

This amendment dated and effective October 28, 2008 (this “Amendment”), amends the Nationwide Health Properties, Inc. Retirement Plan for Directors, as amended and restated (the “Plan”). Capitalized terms used and not otherwise defined herein shall have the respective meanings set forth in the Plan.

RECITALS

WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), places certain restrictions, among other things, as to the timing of distributions from nonqualified deferred compensation plans and arrangements;

WHEREAS, the Board of Directors of Nationwide Health Properties, Inc. (the “Company”) desires to amend the Plan to comply with Section 409A of the Code;

NOW, THEREFORE, the Plan shall be amended as follows:

1. The definition of “Termination from the Board” is hereby deleted and replaced, as follows:

“‘Termination from the Board’ shall mean the cessation of an Eligible Director’s services, whether voluntary or involuntary, for any reason including retirement, disability or death, where the Company and the Eligible Director reasonably anticipate that no further services of any kind would be performed following such termination, or that the level of bona fide services the Eligible Director would perform after such termination (whether as a director or as an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as a director or as an independent contractor) over the immediately preceding 36-month period (or, if shorter, the full period of services to the Company).”

2. A new Section IX is hereby added to the Plan, as follows:

“IX. Code Section 409A

Notwithstanding any provision to the contrary in this Plan, to the extent necessary to avoid the imposition of taxes under Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance promulgated thereunder (the ‘Code’), no payment or distribution under this Plan that becomes payable by reason of a participant’s termination of service with the Company will be made to such participant unless such participant’s termination of service constitutes a ‘separation from service’ (as such term is defined in Section 409A of the Code) from the Company. For purposes of this Plan, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the

Code. If a participant is a ‘specified employee’ (as defined in Section 409A of the Code) on the date of ‘separation from service’ from the Company and, as a result of that status, any portion of the payments under this Plan would otherwise be subject to taxation pursuant to Section 409A of the Code, such participant shall not be entitled to any payments upon a termination of his or her service until the earlier of (i) the expiration of the six (6)-month period measured from the date of such participant’s ‘separation from service’ or (ii) the date of such participant’s death. Upon the expiration of the applicable Section 409A deferral period, all payments and benefits deferred pursuant to this Section IX (whether they would have otherwise been payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to such participant in a lump sum as soon as practicable, but in no event later than ten (10) days following such expired period (or if the payment is being made following the participant’s death, no later than sixty (60) days following the date of death), and any remaining payments due under this Plan will be paid in accordance with the normal payment dates specified for them herein.”

Exhibit 10.10

CHANGE IN CONTROL AGREEMENT

This CHANGE IN CONTROL AGREEMENT (the “Agreement”) is entered into this          day of                      , 200      , by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Company”), and                                      (the “Executive”). This Agreement shall amend and restate the prior Change in Control Agreement between the Company and the Executive, dated as of [                      , 200      ] (the “Prior Agreement”).

The Company has determined that it is in the best interests of the Company and its shareholders that Executive be encouraged to remain with the Company and continue to devote full attention to the Company’s business notwithstanding the possibility, threat or occurrence of a Change in Control (as defined below) involving the Company. The Company believes that it is in the best interest of the Company and its shareholders to reinforce and encourage the continued attention and dedication of Executive and to diminish inevitable distractions arising from the possibility of a Change in Control. Accordingly, to assure the Company that it will have Executive’s undivided attention and services notwithstanding the possibility, threat or occurrence of a Change in Control, and to induce Executive to remain in the employ of the Company, and for other good and valuable consideration, the Company has, at the recommendation of its compensation committee, caused the Company to enter into this Agreement. This Agreement contains the entire agreement between the parties with respect to the matters specified herein, and supersedes any prior oral and written agreements, understandings and commitments between the Company and Executive with respect to any change in control policy of the Company which may cover Executive (including, without limitation, the Prior Agreement).

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

(1) “Board” shall mean the board of directors of the Company.

(2) “ Cause ” shall mean (a) the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) which is not remedied promptly by Executive after a written demand for substantial performance is delivered to Executive by the Chief Executive Officer or by the Board or the Compensation Committee which specifically identifies the manner in which the Chief Executive Officer or the Board or the Compensation Committee believes that Executive has not substantially performed his duties, or (b) the willful engaging by Executive in illegal conduct as determined by a court of law or gross misconduct, which is materially and demonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or a Committee thereof or based on the advice of counsel

1

for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.

(3) “ Change in Control ” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A, Regulation 240.14a-101, promulgated under the Securities Exchange Act of 1934, or, if Item 6(e) is no longer in effect, any regulation issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 which serves similar purposes; provided that, without limitation, a Change in Control shall be deemed to have occurred if and when (a) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities, or (b) a majority of the members of the Board immediately prior to a meeting of the shareholders of the Company involving the election of directors are not Continuing Directors following such election.

(4) “Compensation Committee” shall mean the compensation committee of the Company.

(5) “Continuing Directors” shall mean, as of any date of determination, any member of the Board who: (a) was a member of the Board on the date hereof; or (b) was nominated for election or elected to the Board with the approval of a majority of the Continuing Directors who were members of the Board at the time of such nomination or election.

(6) “ Date of Termination ” means if Executive’s employment is terminated as a result of a Change in Control Termination, the date of receipt of a written notice of termination or any later date specified therein, as the case may be, or if later, the date the Executive’s termination of employment results in a “separation from service” within the meaning of Section 409A of the Internal Revenue Code and the regulations and other published guidance thereunder (including §1.409A-1(h)).

(7) “ Disability ” shall mean the absence of Executive from his duties with the Company on a full-time basis for a period of (a) ninety (90) consecutive calendar days or (b) an aggregate of one hundred fifty (150) or more calendar days in any fiscal year, as a result of mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to Executive.

(8) “ Effective Date ” shall mean the date of Executive’s commencing employment with the Company.

If within six months prior to or three years following a Change in Control, Executive’s employment with the Company is terminated by Executive for Good Reason or is terminated by the Company for any other reason other than Executive’s death or Disability or for Cause, such termination of employment shall be deemed to be a “Change in Control Termination.” For purposes of this Agreement, “Good Reason” shall mean a resignation by Executive within ninety (90) days of any of the following: (a) without the express written consent of Executive, the

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assignment to Executive of any duties, or any other action by the Board or the Compensation Committee or the Chief Executive Officer, which results in a material diminution in Executive’s authority, duties, responsibilities or compensation; (b) without the express written consent of Executive, a requirement by the Board that the primary business location of Executive be materially changed or (c) without the express written consent of Executive, any other action or inaction by the Company that constitutes a material breach of this Agreement; provided, however, that none of the circumstances described in the foregoing clauses (a) through (c) shall constitute grounds for Good Reason unless Executive shall have provided written notice to the Company within thirty (30) days after the occurrence of such circumstances describing the events claimed to constitute circumstances for Good Reason and the Company shall have failed to reasonably cure such circumstances within thirty (30) days after the Company’s receipt of such written notice.

(1) Change in Control Termination Benefits . In the event of a Change in Control Termination, the Company shall pay to Executive (i) any annual base salary owed to Executive through the Date of Termination to the extent not previously paid, (ii) an amount equal to three (3) times Executive’s highest annual base salary during any of the last three full fiscal years prior to the Date of Termination, and (iii) an amount equal to three (3) times either (A) if Executive has been employed by the Company for at least three full fiscal years and has received three annual bonuses, the average annual bonus earned by Executive over the last three full fiscal years prior to the Date of Termination, or (B) if Executive has not been employed by the Company for at least three full fiscal years or has not received three annual bonuses, the average of (a) the last two actual bonuses received plus (b) the target bonus for the current year.

In addition to the payments described in subparagraphs (i), (ii), and (iii) above, the Company also shall (A) arrange to provide to Executive for a period of three years from the Date of Termination, medical (including dental, vision and prescription drug coverage) and life insurance with terms no less favorable, in the aggregate, than the most favorable of those provided to Executive during the year immediately preceding the Date of Termination, (B) immediately vest all previously unvested shares of restricted stock, stock options, restricted stock units, stock appreciation rights, performance shares, and any and all other stock-based compensation awards received and held by Executive (which shall occur automatically without any action on the part of the Company), (C) provide Executive with any performance-based dividend equivalents, if any (to the extent earned by the Executive though the Date of Termination, as determined by the Company’s Compensation Committee) for the three years following the Date of Termination, and (D) pay any compensation previously deferred by Executive in accordance with the provisions of the plan under which such compensation was deferred. The benefits provided pursuant to subparagraph (A) above in any one calendar year shall not affect the benefits provided pursuant to subparagraph (A) in any other calendar year, and are not subject to liquidation or exchange for another benefit.

(2) Payments . Payments pursuant to subparagraph III (1)(i) above shall be made within thirty (30) days following the Date of Termination. Payments pursuant to subparagraph III (1)(ii) above shall be made in equal monthly installments over the three-year period following the Date of Termination, beginning with the first full month following the month in which the

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Date of Termination occurs. Payment pursuant to III (1)(iii) shall be made in three equal annual installments over the three-year period following the Date of Termination on each anniversary following the Date of Termination. Any payments pursuant to subparagraph (C) above shall be made at the time such payments would have been made had Executive remained in the employment of the Company.

If Executive should die while receiving payments pursuant to this Article III, the remaining payments which would have been made to Executive if he had lived shall be paid to the beneficiary designated in writing by Executive, or if there is no effective written designation, then to his spouse, or if there is neither an effective written designation nor a surviving spouse, then to Executive’s estate. Designation of a beneficiary or beneficiaries to receive the balance of any such payments shall be made by written notice to the Company, and Executive may revoke or change any such designation of beneficiary at any time by a later written notice to the Company.

If any portion of the payments set forth in above paragraphs (the “Termination Payments”), together with any and all other amounts due and payable to Executive as a result of such transaction (including any amounts payable with respect to any stock options or any stock-based awards held by Executive), shall be deemed to be an “excess parachute payment” under Section 280G of the Internal Revenue Code, the amount of such payments shall be increased so that after the payment of (A) the excise tax payable under Section 4999 of the Internal Revenue Code by Executive on the Termination Payments and increased amounts payable hereunder, and (B) any and all federal and state income, excise and other tax payable by Executive on the increased amounts payable hereunder, the amount received by Executive is equal to the Termination Payments. Any increased amounts payable by the Company pursuant to this paragraph shall be paid as soon as practicable and no later than thirty (30) days after Executive submits to the Company evidence of the calculation and the payment of any related taxes; provided, that Executive must submit such request for reimbursement within thirty (30) days of incurring such expense.

For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Internal Revenue Code. If, at the time of Executive’s termination of employment, Executive is a “specified employee” (as defined in Section 416(i) of the Internal Revenue Code and the regulations and other published guidance under Section 409A of the Internal Revenue Code) and the Company’s stock is publicly traded on an established securities market or otherwise, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Internal Revenue Code, any payments or benefits due to Executive under Section III (the “Severance Package”) shall not be payable until the earlier of (i) the date which is six (6) months after the Date of Termination or (ii) the date of Executive’s death. As soon as practicable following the earlier of (i) or (ii), but in no event later than ten (10) days following the expiration of the six-month period (or if the payment is being made following the Executive’s death, no later than sixty (60) days following the date of Executive’s death), Executive shall receive the entire portion of the Severance Package he would have received as of such date without the application of this section in a lump sum and thereafter shall receive the remaining Severance Package as provided in Section III. Notwithstanding any provision of this Agreement to the contrary, to the extent necessary to avoid the imposition of taxes under Section 409A of the Internal Revenue Code, no payment or

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distribution under this Agreement that becomes payable by reason of Executive’s termination of employment with the Company will be made to Executive unless Executive’s termination of employment constitutes a “separation from service” (as such term is defined in the Treasury Regulations issued under Section 409A of the Internal Revenue Code).

The Company and Executive intend that no part of the Severance Package or any other payment or benefit to Executive under this Agreement or any other compensation plan or arrangement shall be subject to the tax imposed under Section 409A of the Internal Revenue Code, and this Agreement is to be interpreted according to such intention. The Company and the Executive further agree to act reasonably and to cooperate to amend or modify this Agreement or any other such compensation arrangement to the extent reasonably necessary to avoid the imposition of tax under Section 409A of the Internal Revenue Code.

Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any contract or agreement with the Company. Amounts which are vested or which Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any contract or agreement (other than this Agreement) with the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Executive shall not be covered by any prior Change in Control agreement (including, without limitation, the Prior Agreement), policy or understanding thereof after the date of this Agreement and shall not be covered by any Change in Control severance policy, practice or program of the Company other than this Agreement. Notwithstanding any other provision of any plan, policy, award agreement, practice or program in which Executive participates, in the event there is any conflict between the terms of such plan, policy, award agreement practice or program with the rights that Executive has under this Change in Control Agreement with regard to payments, vesting or any other matter, this Change in Control Agreement shall control.

The Company’s obligations to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, defense or other claim, right or action which the Company may have against Executive or others.

Executive shall not be obligated to seek other employment or to take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and in the event Executive does seek other employment, the terms of such employment (including any compensation received in conjunction therewith) shall not modify, mitigate or offset the amounts payable to Executive under any of the provisions of this Agreement.

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Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential business information and knowledge or data relating to the Company and its business which shall have been obtained during Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this Agreement) or be information already known to Executive prior to the Effective Date. After a Change in Control Termination, Executive shall not, without the prior written consent of the Board, or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or those designated by it. Upon Executive’s violation of the provisions of this Article VI, the Company shall be relieved of all future obligations to Executive under this Agreement. However, in no event shall an asserted or alleged violation of the provisions of this Article VI constitute a basis for deferring or withholding any amounts otherwise payable to Executive until such asserted or alleged violation is determined pursuant to an arbitration proceeding pursuant to Section IX.

(1) This Agreement is personal to Executive and shall not be assignable by Executive otherwise than by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(2) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

(1) This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles thereof. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

(2) All notices and other communications hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive :

[Name]

610 Newport Center Drive, Suite 1150

Newport Beach, CA 92660

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With a copy to:

[Name] [Address]

[City, State, Zip]

If to the Company :

Nationwide Health Properties, Inc.

610 Newport Center Drive, Suite 1150

Newport Beach, CA 92660

Attention: Chief Executive Officer

With a copy to:

Mr. Charles D. Miller, Chairman

Nationwide Health Properties, Inc.

150 North Orange Grove Boulevard

Pasadena, CA 91103

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(3) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(4) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(5) Any failure by Executive or the Company to insist upon strict compliance with any provision of this Agreement, or the failure to assert any right Executive or the Company may have hereunder, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

(6) Nothing in this Agreement shall be deemed to entitle Executive to continued employment with the Company, and the rights of the Company to terminate the employment of Executive shall continue as though the Agreement were not in effect.

(1) The parties agree that any disputes, controversies or claims which arise out of or are related to this Agreement, including, but not limited to, any claim relating to the purported validity, interpretation, enforceability or breach of this Agreement, including, but not limited to, claims that a Change in Control Termination was for Cause or for Good Reason, which are not settled between the parties, shall be settled by arbitration in accordance with the then-current

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Rules of Practice and Procedure for Employment Arbitration (the “Rules”) of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”).

(2) The arbitration shall be before a single arbitrator selected in accordance with the JAMS Rules or otherwise by mutual agreement of the parties. The arbitration shall take place in Orange County, California, unless the parties mutually agree to hold the arbitration at another location. Depositions and other discovery shall be allowed in accordance with the JAMS Rules. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of California or Federal law, or both, as applicable to the claim(s) asserted.

(3) In consideration of the parties’ agreement to submit to arbitration all disputes with regard to this Agreement, and in further consideration of the anticipated expedition and the minimizing of expense of this arbitration remedy, the arbitration provisions of this Agreement shall provide the exclusive remedy, and each party expressly waives any right he or it may have to seek redress in a judicial forum. The arbitrator, and not any Federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to, any claim that all or any part of this Agreement is void or voidable.

(4) Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and to enforce an arbitration award. Except as otherwise provided for in this Agreement, both the Company and Executive agree that neither of them shall initiate or prosecute any lawsuit in any way related to any claim covered by this Agreement.

(5) Any claim which either party has against the other party that could be submitted for resolution pursuant to this Section must be presented in writing by the claiming party to the other party within one year of the date the claiming party knew or should have known of the facts giving rise to the claim, unless a Federal or state statute or doctrine of limitations gives more time to pursue the claim, in which case such longer limitations period will apply. Unless the party against whom any claim is asserted waives the time limits set forth above, any claim not brought within the time periods specified herein shall be waived and forever barred.

(6) The Company shall advance the costs and expenses of the arbitrator. In any arbitration to enforce any of the provisions or rights under this Agreement, if the Company is the unsuccessful party in such arbitration, as determined by the arbitrator, the Company shall pay to the Executive all costs, expenses and reasonable attorneys’ fees incurred therein by Executive (including without limitation such costs, expenses and fees on any appeals), and if Executive shall recover an award in any such arbitration proceeding, such costs, expenses and attorneys’ fees shall be included as part of such award.

(7) Any decision and award or order of the arbitrator shall be final and binding upon the parties hereto and judgment thereon may be entered in the Superior Court of the State of California or any other court having jurisdiction.

(8) Each of the above terms and conditions shall have separate validity, and the invalidity of any part thereof shall not affect the remaining parts.

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(9) Any decision and award or order of the arbitrator shall be final and binding between the parties as to all claims which were or could have been raised in connection with the dispute to the full extent permitted by law. In all other cases the parties agree that the decision of the arbitrator shall be a condition precedent to the institution or maintenance of any legal, equitable, administrative, or other formal proceeding by Executive or the Company in connection with the dispute, and that the decision and opinion of the arbitrator may be presented in any other forum on the merits of the dispute.

IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand, and the Company has caused this Agreement to be executed in its name on its behalf, all as of the day and year first above written.

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Exhibit 10.11

SECOND AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

(Douglas M. Pasquale)

This Second Amended and Restated Employment Agreement, effective as of October 28, 2008 (the “Agreement”), hereby amends and restates that certain amended and restated employment agreement dated as of April 23, 2007 (the “First Amended and Restated Agreement”), by and between Nationwide Health Properties, Inc., a Maryland corporation (the “Company”) and Douglas M. Pasquale (the “Executive”), with reference to the following:

WHEREAS, pursuant to the First Amended and Restated Agreement, the Board of Directors of the Company determined that it was in the best interests of the Company and its shareholders to enter into such agreement with Executive to assure that the Company would continue to have the service and dedication of Executive;

WHEREAS, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), places certain restrictions, among other things, as to the timing and distributions from nonqualified deferred compensation plans and arrangements;

WHEREAS, the Board of Directors of the Company now desires to amend and restate the First Amended and Restated Agreement to comply with Section 409A of the Code; and

WHEREAS, except for any stock unit awards, restricted stock awards, stock appreciation rights awards, performance share awards or other similar equity grants, including Stock Options, this Agreement contains the entire agreement between the parties with respect to the matters specified herein, and supersedes any prior oral and written employment agreements, understandings and commitments between the Company and Executive, and any severance or employment security policy of the Company which may cover Executive.

NOW THEREFORE, the First Amended and Restated Agreement is hereby amended and restated in its entirety as follows:

I. Definitions .

(1) “ Cause ” shall mean (a) the willful and continued failure of Executive to perform substantially his duties with the Company (other than any such failure resulting from incapacity due to physical or mental illness) which is not remedied promptly by Executive after a written demand for substantial performance is delivered to Executive by the Board which specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties, or (b) the willful engaging by Executive in illegal conduct as determined by a court of law or gross misconduct, which is materially and demonstrably injurious to the Company. For purposes of this definition, no act or failure to act on the part of Executive shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company. Any act, or

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failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or a committee thereof or based on the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company.

(2) “ Disability ” shall mean Executive’s inability to engage in any substantial gainful activity necessary to perform his duties hereunder by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than twelve (12) months.

(3) “ Effective Date ” shall mean January 1, 2007.

(4) “ Employment Period ” shall mean the period commencing on November 1, 2003 and ending on the third anniversary thereof; provided, however, that commencing on December 1, 2003 and on the first day of each month thereafter (the most recent of such dates is hereinafter referred to as the “Renewal Date”), the Employment Period shall be automatically extended so as to terminate on the third anniversary of such Renewal Date, unless the Company or Executive shall give notice to the other that the Employment Period shall not be further extended prior to any such Renewal Date.

(5) “ Stock Options ” means only stock options issued pursuant to Nationwide Health Properties, Inc. 1989 Stock Option Plan as Amended and Restated April 20, 2001, and as it may be further amended, or any other stock option plan of the Company approved by the shareholders.

II. Conditions of Employment .

(1) Position and Duties . Executive is to be employed as President and Chief Executive Officer of the Company. During the Employment Period, (a) Executive’s position (including titles), authority, duties and responsibilities shall be at least commensurate with the most significant of those held, exercised and assigned to Executive at any time, and (b) Executive’s services shall be performed at the location where Executive was employed at the commencement of the Employment Period or any office or location within ten (10) miles from such location. During the Employment Period, and excluding any periods of vacation and sick leave to which Executive is entitled, Executive agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company, and, to the extent necessary to discharge the responsibilities assigned to Executive hereunder, to use Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period, it shall not be a violation of this Agreement for Executive to serve on corporate, civic or charitable boards or committees so long as such activities do not interfere with the performance of Executive’s responsibilities as an employee of the Company in accordance with this Agreement.

(2) Compensation .

      (a) Base Salary . As of the Effective Date, Executive shall receive an annual salary base salary (the “Annual Base Salary”) of $538,500, payable in twice monthly installments (except if deferred by Executive under a Company-sponsored deferral plan).

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Executive’s Annual Base Salary shall be reviewed by the Compensation Committee of the Board (the “Committee”) each January during the Employment Period. Any increase in Annual Base Salary approved by the Committee shall not serve to limit or reduce any other obligation to Executive under this Agreement.

      (b) Annual Bonus . In addition to Annual Base Salary, Executive shall be eligible to receive, for each fiscal year ending during the Employment Period, an annual bonus (the “Annual Bonus”), with the specific amount determined by the Committee based on its assessment of the Company’s and Executive’s performance for the fiscal year. Such Annual Bonus shall range from 0% to 200%, with a target of 100%, of the Annual Base Salary earned by Executive in such fiscal year. In assessing such performance, the Committee shall take into account the growth and income of the Company relative to its annual financial plan, the quality of the Company’s assets, Executive’s performance in terms of implementing the Company’s business strategy, and other considerations deemed by the Committee to be relevant to the current and future success of the Company. The Annual Bonus earned by Executive shall be paid to Executive in no event later than the later of (i) the 15 ^th day of the third month following the end of the Executive’s taxable year in which such Annual Bonus is earned or (ii) the 15 ^th day of the third month following the end of the Company’s taxable year in which such bonus is earned, unless such Annual Bonus is voluntarily deferred by Executive in accordance with a Company sponsored deferral program pursuant to the requirements of Section 409A of the Code.

      (c) Share–Based Compensation . In addition to Annual Base Salary and Annual Bonus, Executive shall be eligible to receive share-based compensation at least annually in accordance with the Company’s compensation plan.

The specific share-based compensation awards granted to Executive, the specific performance objectives associated with earning the share-based compensation, and any vesting restrictions placed on the share-based compensation shall be determined by the Committee.

      (d) Benefit Plans . During the Employment Period, Executive and/or Executive’s beneficiaries, as the case may be, shall participate in and shall receive all benefits under Company-sponsored retirement plans, savings plans, deferral plans, medical plans (including dental, vision and drug prescription plans), life insurance plans, disability plans, and accidental death and travel accident insurance plans provided to Executive as of the Effective Date or as otherwise agreed to by Executive.

      (e) Fringe Benefits . During the Employment Period, Executive shall be entitled to annual paid vacation time of five (5) weeks per calendar year. In addition, Executive shall be entitled to receive any fringe benefits or perquisites, or substantial equivalents thereof, including club memberships, existing or subsequently introduced by the Company during the Employment Period for the President and Chief Executive Officer.

      (f) Expenses . Upon presentment of verifiable invoices to the Company’s Controller or Chief Financial Officer (the “Authorized Officer”) and other documentation as may be requested by the Company, and subject to the Company’s expense reimbursement policies, the Company shall reimburse Executive for the reasonable costs and expenses which he incurs in connection with the performance of his duties and obligations under this Agreement. In addition,

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the Company shall reimburse Executive for all legal expenses incurred by Executive in the preparation, negotiation and execution of this Agreement. The foregoing described reimbursements shall be payable pursuant to the applicable Company policies then in effect, as soon as practicable, and in no event later than sixty (60) days following the request for such reimbursement; provided, that Executive must submit such request for reimbursement within sixty (60) days of incurring such expense.

III. Termination of Employment .

(1) Death or Disability . Executive’s employment with the Company shall terminate automatically upon Executive’s death during the Employment Period. In the event of Executive’s Disability during the Employment Period (pursuant to the definition of Disability set forth in Section I (2) of this Agreement), the Company may, at the discretion of the Board, give Executive written notice in accordance with Section IX (2) of this Agreement of its intention to terminate Executive’s employment with the Company. In such event, Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by Executive (the “Effective Disability Date”), provided that, within the thirty (30) days after such receipt, Executive shall not have returned to full-time performance of his duties; provided that if Executive has returned to full-time performance of his duties, the Company may not terminate Executive due to a Disability until such time limits have again been met.

(2) Cause . The Company may terminate Executive’s employment during the Employment Period for Cause. The termination of employment of Executive shall not be deemed to be for Cause unless and until there shall have been delivered to Executive a notice that Executive is guilty of the conduct described in Section I (1) specifying the particulars thereof in reasonable detail.

(3) Good Reason . Executive’s employment with the Company may be terminated by Executive during the Employment Period for Good Reason; provided that Executive provides notice to the Company of the existence of the good reason condition within ninety (90) days of its initial existence and the Company has thirty (30) days following such notice to cure such condition. For purposes of this Agreement, “Good Reason” shall mean, without the express written consent of Executive, (a) the assignment to Executive of any duties or any other action by the Board which results in a material diminution in Executive’s authority, duties or responsibilities from those contemplated in Section II (1) of this Agreement; (b) any material breach by the Company of this Agreement; or (c) a material change in the geographic location at which Executive provides services to the Company from the location as in effect at the commencement of the Employment Period. In addition, it shall be deemed a termination for Good Reason if Executive terminates his employment six (6) months prior to or within three (3) years following a Change of Control of the Company. “Change of Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A, Regulation 240.14a-101, promulgated under the Securities Exchange Act of 1934 as in effect on the Effective Date or, if Item 6(e) is no longer in effect, any regulation issued by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 which serves similar purposes; provided that, without limitation, a Change of Control shall be deemed to have occurred if and when (a) any “person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) is or becomes a beneficial owner, directly

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or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities, or (b) individuals who are members of the Board immediately prior to a meeting of the shareholders of the Company involving the election of directors shall not constitute a majority of the Board following such election.

(4) Notice of Termination . Any termination of employment of Executive during the Employment Period by the Company for Cause, or by Executive for Good Reason, shall be communicated to the other party hereto in accordance with Section IX (2) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (a) indicates the specific termination provision in this Agreement relied upon, (b) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment with the Company under the provision so indicated, and (c) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall not be more than thirty (30) days after giving of such notice). The failure by Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall not waive any right of Executive or the Company, respectively, hereunder or preclude Executive or the Company, respectively, from asserting such fact or circumstance in enforcing Executive’s or the Company’s rights hereunder.

(5) Date of Termination . “Date of Termination” means (a) if Executive’s employment is terminated by the Company for Cause, or by Executive for Good Reason, the date of receipt of the Notice of Termination or any later date specified therein, as the case may be, (b) if Executive’s employment is terminated by the Company other than for Cause, death or Disability, the date on which the Company notifies Executive of such termination, and (c) if Executive’s employment is terminated by reason of death or Disability, the date of death of Executive or the Effective Disability Date, as the case may be; provided, however, that for any termination pursuant to subparagraphs (a), (b) or (c) above, the Date of Termination shall be the date that Executive’s termination of employment results in a “separation from service” within the meaning of Section 409A of the Code and the regulations and other published guidance thereunder (including §1.409A-1(h), if the date of such separation from service is later.

IV. Obligations of the Company upon Termination of Executive’s Employment .

(1) Termination by Executive for Good Reason or by Company Other than for Cause, Death or Disability . If during the Employment Period, Executive shall terminate his employment with the Company for Good Reason or the Company shall terminate Executive’s employment other than for Cause, death or Disability, the Company shall pay to Executive (i) any Annual Base Salary owed to Executive through the Date of Termination to the extent not previously paid, (ii) a pro-rated portion of the Annual Bonus that Executive would have earned for the year in which the Date of Termination occurs had he remained employed, (iii) an amount equal to three (3) times Executive’s highest Annual Base Salary during any of the last three full fiscal years prior to the Date of Termination, and (iv) an amount equal to three (3) times the average Annual Bonus earned by Executive over the last three full fiscal years prior to the Date of Termination.

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In addition to the payments described in subparagraphs (i), (ii), (iii), and (iv) above, the Company also shall (A) arrange to provide to Executive for a period of three years from the Date of Termination, medical insurance (including dental, vision and prescription drug coverage) and life insurance with terms no less favorable, in the aggregate, than the most favorable of those provided to Executive during the year immediately preceding the Date of Termination, and continue all other benefits in place as of the Date of Termination for such same three-year period, (B) immediately vest all previously unvested shares of restricted stock, stock options (including Stock Options), restricted stock units, stock appreciation rights, performance shares, and any and all other stock-based compensation awards received and held by Executive (which shall occur automatically without any action on the part of the Company), (C) provide Executive with any Performance-Based Dividend Equivalents (to the extent earned by the Executive though the Date of Termination, as determined by the Company’s Compensation Committee) for the three years following the Date of Termination, and (D) pay any compensation previously deferred by Executive in accordance with the provisions of the plan under which such compensation was deferred. The benefits provided pursuant to subparagraph (A) above in any one calendar year shall not affect the benefits provided pursuant to subparagraph (A) in any other calendar year, and are not subject to liquidation or exchange for another benefit.

Payments pursuant to subparagraph (i) above shall be made within thirty (30) days following the Date of Termination. Payments pursuant to subparagraph (ii) above shall be made as soon as administratively practicable, and in any event within thirty (30) days, after the end of the calendar year in which the Date of Termination occurs. Payments pursuant to subparagraph (iii) above shall be made in equal monthly installments over the three-year period following the Date of Termination, beginning with the first full month following the month in which the Date of Termination occurs. Payments pursuant to subparagraph (iv) above shall be made in equal annual installments over the three-year period following the Date of Termination on each anniversary following the Date of Termination. Payments pursuant to subparagraph (C) above shall be made at the time such payments would have been made had Executive remained in the employment of the Company.

If Executive should die while receiving payments pursuant to this Article IV, the remaining payments which would have been made to Executive if he had lived shall be paid to the beneficiary designated in writing by Executive, or if there is no effective written designation, then to his spouse, or if there is neither an effective written designation nor a surviving spouse, then to Executive’s estate. Designation of a beneficiary or beneficiaries to receive the balance of any such payments shall be made by written notice to the Company, and Executive may revoke or change any such designation of beneficiary at any time by a later written notice to the Company.

(2) Death . If Executive’s employment with the Company is terminated by reason of Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to Executive’s legal representatives under this Agreement, other than for (a) payment of any Base Salary previously earned by Executive but as yet unpaid, (b) payment of any Annual Bonus previously awarded to Executive for a fiscal year completed prior to the Date of Termination but as yet unpaid, (c) a pro-rated portion of the Annual Bonus that Executive would have earned for the year in which the Date of Termination occurs had he remained employed, and (d) the continuation of any existing rights Executive may have following death under the

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provisions of any benefit, stock option, deferral or compensation plan provided to Executive by the Company; provided, that, all stock-based compensation awards of any kind shall at a minimum vest pro rata on the Date of Termination automatically without any action on the part of the Company. Payments pursuant to subparagraph (a) above shall be made within thirty (30) days following the Date of Termination. Payments pursuant to subparagraph (c) above shall be made as soon as administratively practical, and in any event within thirty (30) days after the end of the calendar year in which the Date of Termination occurs.

(3) Disability . If Executive’s employment with the Company is terminated by reason of Executive’s Disability during the Employment Period in accordance with Section III (1) of this Agreement, this Agreement shall terminate without further obligations to Executive other than for (a) payment of any Base Salary previously earned by Executive but as yet unpaid, (b) payment of any Annual Bonus previously awarded to Executive for a fiscal year completed prior to the Date of Termination but as yet unpaid, (c) a pro-rated portion of the Annual Bonus that Executive would have earned for the year in which the Date of Termination occurs had he remained employed, and (d) the continuation of any existing rights Executive may have following Disability under the provisions of any benefit, stock option, deferral or compensation plan provided to Executive by the Company; provided, that, all stock-based compensation awards of any kind shall at a minimum vest pro rata on the Date of Termination automatically without any action on the part of the Company. Payments pursuant to subparagraph (a) above shall be made within thirty (30) days following the Date of Termination. Payments pursuant to subparagraph (c) above shall be made as soon as administratively practicable, and in any event within thirty (30) days, after the end of the calendar year in which the Date of Termination occurs.

(4) Cause; Other than for Good Reason . If, during the Employment Period, Executive’s employment shall be terminated for Cause or if Executive voluntarily terminates his employment with the Company other than for Good Reason, this Agreement shall terminate without further obligations to Executive other than for (a) payment of any Base Salary previously earned by Executive but as yet unpaid, (b) payment of any Annual Bonus previously awarded to Executive for a fiscal year completed prior to the Date of Termination but as yet unpaid, (c) payment of any earned vacation pay (or payment for vacation time earned but not taken), and (d) the continuation of any existing rights Executive may have following termination for Cause or voluntary termination other than for Good Reason under any benefit, stock option, deferral or compensation plan provided to Executive by the Company. Payments pursuant to subparagraphs (a) and (c) above shall be made within ten (10) business days following the Date of Termination.

(5) If any portion of the payments set forth in Sections IV (1)-(4) above (the “Termination Payments”), together with any and all other amounts due and payable to Executive as a result of such transaction (including any amounts payable with respect to any Stock Options or any other stock-based awards held by Executive), shall be deemed to be an “excess parachute payment” under Section 280G of the Code, the amount of such payments shall be increased so that after the payment of (A) the excise tax payable under Section 4999 of the Code by Executive on the Termination Payments and increased amounts payable hereunder, and (B) any and all federal and state income, excise and other tax payable by Executive on the increased amounts payable hereunder, the amount received by Executive is equal to the Termination Payments. Any increased amounts payable by the Company pursuant to this paragraph shall be paid as soon as

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practicable and no later than thirty (30) days after Executive submits to the Company evidence of the calculation and the payment of any related taxes; provided, that Executive must submit such request for reimbursement within thirty (30) days of incurring such expense.

(6) For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. If, at the time of Executive’s termination of employment, Executive is a “specified employee” (as defined in Section 416(i) of the Code and the regulations and other published guidance under Section 409A of the Code) and the Company’s stock is publicly traded on an established securities market or otherwise, any portion of the payments or benefits under this Agreement that would otherwise be subject to taxation pursuant to Section 409A of the Code shall be payable not earlier than the earlier of (i) six (6) months after the Date of Termination for any reason other than death, or (ii) the date of Executive’s death. As soon as practicable following the earlier of (i) or (ii), and in any event within ten (10) business days of such date, Executive shall receive the entire amount that would have been paid earlier but for such six (6) month delay. Notwithstanding any provision of this Agreement to the contrary, to the extent necessary to avoid the imposition of any taxes under Section 409A of the Code, no payment or distribution under this Agreement that becomes payable by reason of the Executive’s termination of employment with the Company will be made to the Executive unless the Executive’s termination of employment constitutes a “separation from service” (as such term is defined in the Treasury Regulations issued under Section 409A of the Code).

(7) The Company and the Executive intend that no payments or benefits to Executive under this Agreement or any other compensation plan or arrangement shall be subject to the tax imposed under Section 409A of the Code, and this Agreement is to be interpreted according to such intention. The Company and the Executive further agree to act reasonably and to cooperate to amend or modify this Agreement or any other such compensation arrangement to the extent reasonably necessary to avoid the imposition of tax under Section 409A of the Code.

V. Non-Exclusivity of Rights; Controlling Agreement .

Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any plan, program, policy or practice provided by the Company for which Executive may qualify, nor shall anything herein limit or otherwise affect such rights as Executive may have under any contract or agreement with the Company. Amounts which are vested or which Executive is otherwise entitled to receive under any plan, policy, practice or program of, or any contract or agreement (other than this Agreement) with the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program or contract or agreement except as explicitly modified by this Agreement. Executive shall not be covered by any prior employment agreement, security policy or understanding thereof after the Effective Date of this Agreement and shall not be covered by any severance policy, practice or program of the Company. Notwithstanding any other provision of any plan, policy, award agreement, practice or program in which Executive participates, in the event there is any conflict between the terms of such plan, policy, award agreement practice or program with the rights that Executive has under this Amended and Restated Employment Agreement with regard to payments, vesting or any other matter, this Amended and Restated Employment Agreement shall control; provided, however, that the Company shall use its best

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efforts to provide Executive with written notice of any plan, policy, award agreement, practice or program that would provide terms more favorable to Executive than terms under this Agreement, to allow Executive to request that such new terms apply under this Agreement.

VI. Full Settlement; Offsets .

The Company’s obligations to make payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, defense or other claim, right or action which the Company may have against Executive or others.

Executive shall not be obligated to seek other employment or to take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, and in the event Executive does seek other employment, the terms of such employment (including any compensation received in conjunction therewith) shall not modify, mitigate or offset the amounts payable to Executive under any of the provisions of this Agreement.

VII. Confidential Information .

Executive shall hold in a fiduciary capacity for the benefit of the Company all secret or confidential business information and knowledge or data relating to the Company and its business which shall have been obtained during Executive’s employment by the Company and which shall not be or become public knowledge (other than by acts of Executive or representatives of Executive in violation of this Agreement) or be information already known to Executive prior to the Employment Period. After termination of Executive’s employment with the Company, Executive shall not, without the prior written consent of the Board, or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company or those designated by it. Upon Executive’s violation of the provisions of this Section VII, the Company shall be relieved of all future obligations to Executive under this Agreement. However, in no event shall an asserted or alleged violation of the provisions of this Section VII constitute a basis for deferring or withholding any amounts otherwise payable to Executive until such asserted or alleged violation is determined pursuant to an arbitration proceeding pursuant to Section X.

VIII. Successors .

(1) This Agreement is personal to Executive and without the prior written consent of the Board shall not be assignable by Executive otherwise than by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.

(2) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

IX. Miscellaneous .

(1) This Agreement shall be governed by and construed in accordance with the laws of the State of California. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

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(2) All notices and other communications hereunder shall be in writing and shall be given by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive :

Douglas M. Pasquale, President and Chief Executive Officer

610 Newport Center Drive Suite 1150

Newport Beach, CA 92660

With a copy to:

Douglas M. Pasquale

8 Knowles

Irvine, CA 92612

If to the Company :

Nationwide Health Properties, Inc.

610 Newport Center Drive, Suite 1150

Newport Beach, CA 92660

Attention: Chairman

With a copy to:

Mr. Charles D. Miller, Chairman

150 North Orange Grove Boulevard

Pasadena, CA 91103

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

(3) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

(4) The Company may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

(5) Any failure by Executive or the Company to insist upon strict compliance with any provision hereof or any other provision of this Agreement, or the failure to assert any right Executive or the Company may have hereunder, including, without limitation, the right of Executive to terminate employment with the Company for Good Reason, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement.

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(6) The Company shall provide Executive with a Directors and Officers Indemnity Agreement to be mutually agreed upon between Executive and the Board but no less favorable than those for other executives or Directors of the Company, and shall obtain or have obtained Directors and Officers Insurance which includes coverage for Executive.

X. Arbitration .

(1) The parties agree that any disputes, controversies or claims which arise out of or are related to this Agreement, Executive’s employment or termination of employment, including, but not limited to, any claim relating to the purported validity, interpretation, enforceability or breach of this Agreement, and/or any other claim or controversy arising out of the relationship between Executive and the Company (or the nature of the relationship) or the continuation or termination of that relationship, including, but not limited to, claims that a termination was for Cause or for Good Reason, claims for breach of covenant, breach of an implied covenant of good faith and fair dealing, wrongful termination, breach of contract, intentional infliction of emotional distress, defamation, breach of right of privacy, interference with advantageous or contractual relations, fraud, conspiracy or other tort or property claims of any kind, which are not settled between the parties, shall be settled by arbitration in accordance with the then-current Rules of Practice and Procedure for Employment Arbitration (the “Rules”) of the Judicial Arbitration and Mediation Services, Inc. (“JAMS”).

(2) The arbitration shall be before a single arbitrator selected in accordance with the JAMS Rules or otherwise by mutual agreement of the parties. The Arbitration shall take place in Orange County, California, unless the parties mutually agree to hold the arbitration at another location. Depositions and other discovery shall be allowed in accordance with the JAMS Rules. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the State of California or Federal law, or both, as applicable to the claim(s) asserted.

(3) In consideration of the parties’ agreement to submit to arbitration all disputes with regard to this Agreement and/or with regard to any alleged contract, or any other claim arising out of their conduct, the relationship existing hereunder or the continuation or termination of that relationship, and in further consideration of the anticipated expedition and the minimizing of expense of this arbitration remedy, the arbitration provisions of this Agreement shall provide the exclusive remedy, and each party expressly waives any right he or it may have to seek redress in another forum. The arbitrator, and not any Federal, state, or local court or agency shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitration shall be final and binding upon the parties.

(4) Either party may bring an action in any court of competent jurisdiction to compel arbitration under this Agreement and to enforce an arbitration award. Except as otherwise provided for in this Agreement, both the Company and Executive agree that neither of them shall initiate or prosecute any lawsuit or administrative action in any way related to any claim covered by this Agreement.

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(5) Any claim which either party has against the other party that could be submitted for resolution pursuant to this Section X must be presented in writing by the claiming party to the other party within one year of the date the claiming party knew or should have known of the facts giving rise to the claim, except that claims arising out of or related to the termination of Executive’s employment must be presented by Executive within one year of the Date of Termination (not including any claims related to payouts or other obligations of the Company after the Date of Termination, for which the one year time period after “Executive knew or should have known” will apply). Unless the party against whom any claim is asserted waives the time limits set forth above, any claim not brought within the time periods specified herein shall be waived and forever barred, even if there is a Federal or state statute of limitations which would have given more time to pursue the claim.

(6) The Company shall advance the costs and expenses of the arbitrator. In any arbitration to enforce any of the provisions or rights under this Agreement, the unsuccessful party in such arbitration, as determined by the arbitrator, shall pay to the successful party all costs, expenses and reasonable attorneys’ fees incurred therein by such party (including without limitation such costs, expenses and fees on any appeals), and if such successful party shall recover an award in any such arbitration proceeding, such costs, expenses and attorneys’ fees shall be included as part of such award. Notwithstanding the foregoing provision, in no event shall the successful party be entitled to recover an amount from the unsuccessful party for costs, expenses and attorneys’ fees that exceeds the unsuccessful party’s costs, expenses and attorneys’ fees incurred in connection with the action or proceeding.

(7) Any decision and award or order of the arbitrator shall be final and binding upon the parties hereto and judgment thereon may be entered in the Superior Court of the State of California or any other court having jurisdiction.

(8) Each of the above terms and conditions shall have separate validity, and the invalidity of any part thereof shall not affect the remaining parts.

(9) Any decision and award or order of the arbitrator shall be final and binding between the parties as to all claims which were or could have been raised in connection with the dispute to the full extent permitted by law. In all other cases the parties agree that the decision of the arbitrator shall be a condition precedent to the institution or maintenance of any legal, equitable, administrative, or other formal proceeding by Executive or the Company in connection with the dispute, and that the decision and opinion of the arbitrator may be presented in any other forum on the merits of the dispute.

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IN WITNESS WHEREOF, Executive has hereunto set Executive’s hand, and pursuant to the authorization from the Board, the Company has caused this Agreement of Douglas M. Pasquale to be executed in its name on its behalf, all as of the day and year first above written.

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