HEALTHCARE TRUST OF AMERICA HOLDINGS, LP SERIES C UNIT AWARD AGREEMENT (CEO VERSION)

Exhibit 10.2

HEALTHCARE TRUST OF AMERICA HOLDINGS, LP

SERIES C UNIT AWARD AGREEMENT

(CEO VERSION)

THIS SERIES C UNIT AWARD AGREEMENT (this “Agreement”) is entered into and effective as of May 16, 2012 (the “Award Date”), by and among (i) Healthcare Trust of America Holdings, LP, a Delaware limited partnership (the “Partnership”), (ii) Healthcare Trust of America, Inc., a Maryland corporation and the Partnership’s general partner (the “Company”), and (iii) Scott D. Peters (the “Grantee”) and sets forth certain terms and conditions of the Series C Units of the Partnership (“Series C Units”) hereby being issued to the Grantee.

R E C I T A L S

WHEREAS, the Grantee is an employee of the Company and provides services to or for the benefit of the Partnership;

WHEREAS, the Company and the Partnership desire that Series C Units be issued to the Grantee in consideration for the Grantee’s services to or for the benefit of the Company and the Partnership; and

WHEREAS, the Series C Units being issued to the Grantee pursuant to this Agreement are intended to be a separate “profits interest” in the Partnership within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343.

NOW, THEREFORE, in consideration of the mutual promises and covenants made herein and the mutual benefits to be derived herefrom, the parties agree as follows:

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Reference is made to that certain Employment Agreement (the “Employment Agreement”), dated as of July 1, 2009, between the Company and the Grantee. The Award is the “Equity Interest” award referenced in Section 5 of the Employment Agreement and in full satisfaction of such award.

(a) The Series C Units subject to the Award shall be eligible to vest only upon the occurrence of a Trigger Event. For these purposes, a “Trigger Event” shall be the first to occur after the Award Date of (i) a listing of the Company’s common stock on a national securities exchange (a “Listing”) or (ii) a Change in Control (as such term is defined in the Company Stock Plan); provided, however, that, for purposes of the Award, a Listing or Change in Control that occurs at any time after the fourth anniversary of the Award Date (the “Expiration Date”) shall not be considered a Trigger Event; and provided, further, that if a Trigger Event occurs, any subsequent Listing or Change in Control that occurs after the Trigger Event shall be disregarded. If no Trigger Event has occurred on or before the Expiration Date, any unvested Series C Units will terminate and be forfeited on such date.

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(b) Except as provided in Section 3(d) below with respect to the Additional CEO Units, upon the occurrence of a Trigger Event, the number of Series C Units subject to the Award that will vest on the Trigger Event will be determined based on the actual or implied value of a share of Company Common Stock at the time of the Trigger Event (the “Per-Share Value”) in accordance with the following table:

If the Per-Share Value is between $10.75 and $13.00, the number of Series C Units that vest will be prorated between the applicable levels in the table above. Except as provided in Section 3(c), if the Per-Share Value is less than $10.75, no Series C Units will vest on the Trigger Event. The Per-Share Values set forth above shall be subject to equitable adjustments upon the occurrence of an event contemplated by Section 14.1 of the Company Stock Plan (for example and without limitation, a stock split or similar event affecting the value of the Company Common Stock).

(c) If the Trigger Event is a Listing, the Series C Units subject to the Award that do not vest on the Listing pursuant to  Section 3(b) will remain eligible to vest following the Listing as provided in this Section 3(c). If, during the period commencing with the date on which the Listing occurs and ending on the fourth anniversary of the Award Date (such period, the “Post-Listing Measurement Period”), the average of the closing prices of a share of the Company Common Stock for any period of twenty (20) consecutive trading days that occurs during the Post-Listing Measurement Period (such average, a “Post-Listing Per-Share Value”) exceeds the Per-Share Value in the Listing, an additional number of the Series C Units subject to the Award (not less than zero) will vest as of the last day of such 20-trading day period equal to (1) the number of Series C Units subject to the Award that would vest based on such Post-Listing Per-Share Value in accordance with the chart in Section 3(b) above, less (2) the aggregate number of Series C Units subject to the Award that previously vested on or after the Listing. Any Series C Units that have not vested by the end of the Post-Listing Measurement Period will not vest and will be forfeited at the end of such period.

If the Trigger Event is a Change in Control, any Series C Units that do not vest in connection with the Change in Control will terminate and be forfeited as of such Change in Control (other than Additional CEO Units, which shall be subject to the provisions of Section 3(d) below).

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(d) Four hundred fifty thousand (450,000) of the total number of Series C Units subject to the Award (the “Additional CEO Units”) will not be subject to the foregoing vesting provisions but will be eligible to vest in full upon a Change in Control

that occurs at any time before the third anniversary of the Award Date. If a Change in Control does not occur before the first to occur of (1) the third anniversary of the Award Date, or (2) the termination of the Grantee’s employment for any reason, all Additional CEO Units will be forfeited upon the first to occur of such events; provided, however, that if the Grantee’s employment terminates in the circumstances contemplated by either Section 5(b) or Section 5(c) below, the provisions of such section will apply in determining the vesting of the Additional CEO Units.

(a) General. Except as expressly provided in this Section 5, if the Grantee’s employment with the Company or any of its subsidiaries terminates or is terminated for any reason, the Series C Units subject to the Award which have not previously vested pursuant to Section 3 shall terminate and be forfeited on the date of such termination of employment.

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(b) Termination Due to Death or Disability. If the Grantee’s employment with the Company or one of its subsidiaries terminates due to the Grantee’s death or Disability (as defined in the Employment Agreement) prior to the occurrence of either a Trigger Event or the Expiration Date, the Award (excluding the Additional CEO Units) will remain outstanding following such termination and eligible to vest upon a Trigger Event in accordance with Sections 3(a) and 3(b) of this Agreement; provided, however, that the provisions of Section 3(c) for additional vesting following a Trigger Event that is a Listing shall not apply. Upon such a Trigger Event, the Series C Units subject to the Award that remain unvested and do not vest in connection with such event shall thereupon terminate and be forfeited. In addition, if the Grantee’s employment terminates due to his death or Disability prior to the occurrence of either a Change in Control or the third anniversary of the Award Date, the Additional CEO Units will become vested on the date of such a termination of the Grantee’s employment.

(c) Termination That Triggers Severance Benefits. If the Grantee’s employment with the Company or one of its subsidiaries terminates prior to the occurrence of either a Trigger Event or the Expiration Date and the Grantee is entitled to severance benefits in connection with such termination under Section 8 of the Employment Agreement as then in effect, then the Award will vest as to five hundred thousand (500,000) Series C Units (excluding the Additional CEO Units) upon the date of such termination, and the remainder of the Award (excluding the Additional CEO Units) will remain outstanding following such termination and eligible to vest upon a Trigger Event in accordance with Sections 3(a) and 3(b) of this Agreement; provided, however, that the provisions of Section 3(c) for additional vesting following a Trigger Event that is a Listing shall not apply; and provided, further, that any vesting of the Award in connection with such a termination of employment shall be contingent upon the Grantee’s satisfaction of the general release requirement provided in Section 8 of the Employment Agreement. In the event that a Trigger Event occurs following such a termination of the Grantee’s employment, the number of Series C Units that shall vest on such Trigger Event (subject to the foregoing release requirement) shall be an amount (not less than zero) equal to (i) the number of Series C Units that would have vested on such Trigger Event pursuant to Section 3(b) above, less (ii) five hundred thousand (500,000). Upon such a Trigger Event, the Series C Units subject to the Award that remain unvested and do not vest in connection with such event shall thereupon terminate and be forfeited. In addition, if a termination of the Grantee’s employment described in this Section 5(c) occurs prior to the occurrence of either a Change in Control or the third anniversary of the Award Date, the Additional CEO Units will become vested on the date of such a termination of the Grantee’s employment, subject to the Grantee’s satisfaction of the requirement to provide a release as contemplated above.

(d) Certain Terminations During Post-Listing Measurement Period. Notwithstanding the foregoing provisions, if, at any time during the Post-Listing Measurement Period following a Trigger Event that is a Listing, the Grantee’s employment with the Company or one of its subsidiaries terminates and either (i) the Grantee is entitled to severance benefits in connection with such termination under Section 8 of the Employment Agreement as then in effect or (ii) the termination is due to the Grantee’s death or Disability, the Award (excluding the Additional CEO Units) will remain outstanding following such termination and eligible to vest in accordance with the provisions of Section 3(c) above through the first to occur of (x) the first anniversary of the Grantee’s termination date or (y) the last day of the Post-Listing Measurement Period; provided, however, that if the Grantee’s employment terminates in the circumstances referred to in clause (i) of this Section 5(d)

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and the Award on the date of such termination is vested as to less than five hundred thousand (500,000) Series C Units as of the date of such termination in the aggregate (including any Series C Units that vested upon the Listing and at any time during the Post-Listing Measurement Period), the Award will vest to such extent that five hundred thousand (500,000) Series C Units will be vested on the date of such termination, and the remainder of the Award (excluding the Additional CEO Units) will remain outstanding following such termination and eligible to vest as provided in this Section 5(d); and provided, further, that the number of additional Series C Units that shall vest as of any date after the date of such termination shall be an amount (not less than zero) equal to (A) the number of Series C Units subject to the Award that would vest based on the applicable Post-Listing Per-Share Value as of such date in accordance with the chart in Section 3(b) above, less (B) the aggregate number of Series C Units subject to the Award that previously vested on or after the Listing (including any Series C Units that vested pursuant to this Section 5(d)). In addition, any vesting of the Award pursuant to this Section 5(d) in connection with a termination of employment referred to in the foregoing clause (i) shall be contingent upon the Grantee’s satisfaction of the general release requirement provided in Section 8 of the Employment Agreement. Any Series C Units subject to the Award that remain unvested on the date referred to in the foregoing clause (x) or clause (y), as applicable, shall thereupon terminate and be forfeited.

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(a) No Intent to Sell. The Grantee represents that he or she is acquiring the Series C Units subject to the Award solely for his or her own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the Series C Units subject to the Award within the meaning of the Securities Act or other applicable state securities laws.

(b) No Reliance on the Company or the Partnership. In evaluating the merits and risks of an investment in the Series C Units, the Grantee represents that he or she has and will rely upon the advice of his or her own legal counsel, tax advisors, and/or investment advisors.

(c) Relationship to and Knowledge about the Company and the Partnership. The Grantee represents that he or she is knowledgeable about the Company and the Partnership and has a preexisting personal and business relationship with the Company and the Partnership. As a result of such relationship, the Grantee is familiar with, among other characteristics, the business and financial circumstances of the Company and the Partnership and has access on a regular basis to and may request balance sheet and income statement of the Company and the Partnership setting forth information material to financial condition, operations and prospects of the Company and the Partnership .

(d) Risk of Loss. The Grantee understands that any value that the Series C Units subject to the Award may have depends on an increase in the value of the Partnership after the Award Date and that any investment in securities of a closely held private entity such as the Partnership is non-marketable, non-transferable and could require the Grantee’s capital to be invested for an indefinite period of time, possibly without return and at risk of loss.

(e) Restrictions on Series C Units. The Grantee represents that he or she understands that the Series C Units subject to the Award (both before and after such Series C Units vest) are and will be characterized as “restricted securities” under the federal securities laws since the interests are being acquired from the Partnership in a transaction not involving a public offering and that under such laws and applicable

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regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Grantee acknowledges being familiar with Rule 144 promulgated under the Securities Act, as presently in effect, and represents that the Grantee understands the resale limitations imposed thereby and by the Securities Act and the applicable state securities laws.

(f) Additional Restrictions. The Grantee represents that he or she has read and understands the restrictions and limitations imposed on the Series C Units subject to the Award hereunder and under the Partnership Agreement.

(g) No Oral Representations. The Grantee represents that at no time was an oral representation made to him or her relating to the acquisition of the Series C Units subject to the Award and that he or she was not presented with or solicited by any promotional meeting or material relating to such Series C Units.

(h) Partnership Agreement; Company Stock Plan. The Grantee acknowledges receipt of the Partnership Agreement and the Company Stock Plan. The Grantee further acknowledges that he or she has carefully read and understands this Agreement, the Partnership Agreement and the Company Stock Plan, as well as the Prospectus for the Company Stock Plan, and that he or she has had a sufficient amount of time to consult with his or her own legal, tax, financial and other advisors regarding the Series C Units subject to the Award and these documents and his or her obligations and potential obligations as a holder of the Series C Units.

(i) Commitment. The Grantee represents that he or she has adequate means of providing for his or her current needs and personal and family contingencies. The Grantee represents that he or she is financially able to bear the economic risk of holding the Series C Units subject to the Award (and incurring obligations as a partner of the Partnership) for an indefinite period.

(j) Sophistication. The Grantee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of holding the Series C Units subject to the Award and of making an informed investment decision with respect to the acceptance of the Award.

(k) Accredited Investor. The Grantee represents that he or she is an “accredited investor” as that term is defined in Section 501(a) under Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, or that he or she has notified the Company and the Partnership in writing that he is not such an “accredited investor.” The Grantee acknowledges understanding that he or she is generally considered an accredited investor under federal securities laws only if one of the following circumstances applies: (i) the Grantee’s individual net worth (or joint net worth with his or her spouse) exceeds $1,000,000, (ii) the Grantee had individual income in excess of $200,000 in each of the two most recent years or joint income with his or her spouse in excess of $300,000 in each of the two most recent years, and the Grantee (or the Grantee and his or her spouse) has a reasonable expectation of reaching the same income level in the current year, or (iii) the Grantee is a director or executive officer of the Company or the Partnership.

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first written above.

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SPOUSAL CONSENT

In consideration of the execution of the foregoing Agreement by Healthcare Trust of America, Inc., a Maryland corporation, and Healthcare Trust of America Holdings, LP, a Delaware limited partnership, I,                     , the spouse of the Grantee therein named, do hereby agree, as of the date first set forth above, to be bound by all of the terms and provisions thereof.

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EXHIBIT A

JOINDER TO PARTNERSHIP AGREEMENT

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