** **

**EXHIBIT 10.47**

## **EMPLOYMENTAGREEMENT**

 

 

THISEMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of June 2, 1999,by and between ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership(the “Company”) and RICK DAVIS (“Executive”).

 

# **1.**                                 EMPLOYMENT

 

TheCompany hereby employs Executive and Executive hereby accepts employment uponthe terms and conditions set forth below.

 

# **2.**                                 TERMAND RENEWAL

 

## **2.1.**                             Term.  The term of this Agreement shall commence on June 2, 1999 (the“Effective Date”), and shall continue to December 31, 2000 (the “OriginalEmployment Term”), on the terms and conditions set forth below, unless soonerterminated as provided in Section 5.

 

## **2.2.**                             Extension.  Following the expiration of the Original Employment Term andprovided that this Agreement has not been terminated pursuant to Section 5, andevery year thereafter, the Agreement shall be automatically renewed for anadditional 12-month period, effective on January 1, 2001 and each anniversarythereof; provided, that if a Change in Control (as defined in Section 5.6),occurs during the original or extended term of this Agreement, this Agreementshall continue in effect for a period not less than twelve (12) months beyondthe month in which such Change in Control occurred.

 

# **3.**                                 COMPENSATION

 

## **3.1.**                              Base Compensation.  For the services to be rendered by Executiveunder this Agreement, Executive shall be entitled to receive, commencing as ofthe Effective Date, an annual base compensation (“Base Compensation”) of$160,000 payable in substantially equal semi-monthly installments.  The Base Compensation shall be reviewed andadjusted annually as determined by the Compensation Committee (the“Compensation Committee”) of the Board of Directors (the “Board”) of theCompany.

 

## **3.2.**                             Bonus Compensation.  The Compensation Committee shall reviewExecutive’s performance at least annually during each year of the OriginalEmployment Term and cause the Company to award Executive a cash bonus which theCompensation Committee determines in its sole and absolute discretion.

 

## **3.3.**                             “Gross-Up” of Compensation.

 

###### *(a)*                                  280G“Gross-Up”.

 

 

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(i)            Anythingin this Agreement to the contrary notwithstanding, if it shall be determinedthat any payment or distribution to Executive or for his benefit (whether paidor payable or distributed or distributable) pursuant to the terms of thisAgreement or otherwise (the “Payment”) would be subject to the excise taximposed by section 4999 of the Internal Revenue Code of 1986, as amended (the“Code”) (the “Excise Tax”), then Executive shall be entitled to receive fromthe Company an additional payment (the “Gross-Up Payment”) in an amount suchthat the net amount of the Payment and the Gross-Up Payment retained byExecutive after the calculation and deduction of all Excise Taxes (includingany interest or penalties imposed with respect to such taxes) on the Paymentand all federal, state and local income tax, employment tax and Excise Tax(including any interest or penalties imposed with respect to such taxes) on theGross-Up Payment provided for in this Section 3.3(a) and taking into accountany lost or reduced tax deductions on account of the Gross-Up Payment, shall beequal to the Payment;

 

(ii)           Alldeterminations required to be made under this Section 3.3(a), including whetherand when the Gross-Up Payment is required and the amount of such Gross-UpPayment, and the assumptions to be used in arriving at such determinationsshall be made by the Accountants (as defined below) which shall provideExecutive and the Company with detailed supporting calculations with respect tosuch Gross-Up Payment within fifteen (15) business days of the receipt ofnotice from Executive or the Company that Executive has received or willreceive a Payment.  For the purposes ofthis Section 3.3(a), the “Accountants” shall mean the Company’s independentcertified public accountants serving immediately prior to the Change in Control(as defined in Section 5.6).  In theevent that the Accountants are also serving as accountant or auditor for theindividual, entity or group effecting the Change in Control, Executive shallappoint another nationally recognized public accounting firm to make thedeterminations required hereunder (which accounting firm shall then be referredto as the Accountants hereunder).  Allfees and expenses of the Accountants shall be borne solely by the Company.  For the purposes of determining whether anyof the Payments will be subject to the Excise Tax and the amount of such ExciseTax, such Payments will be treated as “parachute payments” within the meaningof section 280G of the Code, and all “parachute payments” in excess of the“base amount” (as defined under section 280G(b)(3) of the Code) shall betreated as subject to the Excise Tax, unless and except to the extent that inthe opinion of the Accountants such Payments (in whole or in part) either donot constitute “parachute payments” or represent reasonable compensation forservices actually rendered (within the meaning of section 280G(b)(4) of theCode) in excess of the “base amount,” or such “parachute payments” areotherwise not subject to such Excise Tax. For purposes of determining the amount of the Gross-Up Payment,Executive shall be deemed to pay Federal income taxes at the highest applicablemarginal rate of federal income taxation for the calendar year in which theGross-Up Payment is to be made and to pay any applicable state and local incometaxes at the highest applicable marginal rate of taxation for the calendar yearin which the Gross-Up Payment is to be made, net of the maximum reduction infederal income taxes which could be obtained from the deduction of such stateor local taxes if paid in such year (determined without regard to limitationson deductions based upon the amount of Executive’s adjusted gross income), andto have otherwise allowable deductions for federal, state and local income taxpurposes at least equal to those disallowed because of the inclusion of theGross-Up Payment in Executive’s adjusted gross income.  To the extent practicable, any Gross-UpPayment with respect to any Payment shall be paid by the Company at the timeExecutive is entitled to receive the Payment and in no event will any Gross-UpPayment be paid later than five days after the receipt by Executive of theAccountant’s determination.  Anydetermination by the Accountants shall be binding upon the Company andExecutive.  As a result of uncertaintyin the application of section 4999 of the Code at the time of the initialdetermination by the Accountants hereunder, it is possible that the Gross-UpPayment made will have been an amount less than the Company should have paidpursuant to this Section 3.3(a) (the “Underpayment”).  In the event that the Company exhausts its remedies pursuant toSection 3.3(a)(ii) and Executive is required to make a payment of any ExciseTax, the Underpayment shall be promptly paid by the Company to or forExecutive’s benefit; and

 

(iii)          Executive shall notify the Company inwriting of any claim by the Internal Revenue Service that, if successful, wouldrequire the payment by the Company of the Gross-Up Payment.  Such notification shall be given as soon aspracticable after Executive is informed in writing of such claim and shallapprise the Company of the nature of such claim and the date on which suchclaim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-dayperiod following the date on which Executive gives such notice to the Company(or such shorter period ending on 

 

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the date that anypayment of taxes, interest and/or penalties with respect to such claim isdue).  If the Company notifies Executivein writing prior to the expiration of such period that it desires to contestsuch claim, Executive shall:

 

### **(A)**      give the Company any informationreasonably requested by the Company relating to such claim;

 

### **(B)**        take such action in connectionwith contesting such claim as the Company shall reasonably request in writingfrom time to time, including, without limitation, accepting legalrepresentation with respect to such claim by an attorney reasonably selected bythe Company;

 

### **(C)**        cooperate with the Company ingood faith in order to effectively contest such claim; and

 

### **(D)**       permit the Company to participatein any proceedings relating to such claims;

 

*provided,however*, that the Company shall bear and pay directly all costs and expenses(including additional interest and penalties) incurred in connection with suchcontest and shall indemnify Executive for and hold Executive harmless from, onan after-tax basis, any Excise Tax or income tax (including interest andpenalties with respect thereto) imposed as a result of such representation andpayment of all related costs and expenses. Without limiting the foregoing provisions of this Section 3.3(a), theCompany shall control all proceedings taken in connection with such contestand, at its sole option, may pursue or forgo any and all administrativeappeals, proceedings, hearings and conferences with the taxing authority in respectof such claim and may, at its sole option, either direct Executive to pay thetax claimed and sue for a refund or contest the claim in any permissiblemanner, and Executive agrees to prosecute such contest to a determinationbefore any administrative tribunal, in a court of initial jurisdiction and inone or more appellate courts, as the Company shall determine; *provided,however*, that if the Company directs Executive to pay such claim andsue for a refund, the Company shall advance the amount of such payment toExecutive, on an interest-free basis, and shall indemnify Executive for andhold Executive harmless from, on an after-tax basis, any Excise Tax or incometax (including interest or penalties with respect thereto) imposed with respectto such advance or with respect to any imputed income with respect to suchadvance (including as a result of any forgiveness by the Company of suchadvance); *provided,further*, that any extension of the statute of limitations relatingto the payment of taxes for the taxable year of Executive with respect to whichsuch contested amount is claimed to be due is limited solely to such contestedamount.  Furthermore, the Company’scontrol of the contest shall be limited to issues with respect to which aGross-Up Payment would be payable hereunder and Executive shall be entitled tosettle or contest, as the case may be, any other issue raised by the InternalRevenue Service or any other taxing authority.

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## **3.4.**                              Benefits.

 

###### *(a)*                                  MedicalInsurance.  The Company shall provide to Executive, Executive’s spouse andchildren, such health, dental and optical insurance as the Company may fromtime to time make available to its other executive employees.

 

###### *(b)*                                 Lifeand Disability Insurance.  The Company shall provide Executive such disability and/or lifeinsurance as the Company in its sole discretion may from time to time makeavailable to its other executive employees.

 

###### *(c)*                                  PensionPlans, Etc.  The Executive shall be entitled to participate in all pension,401(k) and other employee plans and benefits established by the Company on atleast the same terms as the Company’s other executive employees.

 

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## **3.5.**                              Method of Payment.  The monetary compensation payable and anybenefits due to Executive hereunder may be paid or provided in whole or inpart, from time to time, by the Company and/or its respective subsidiaries andaffiliates, but shall at all times remain the responsibility of the Company.

 

# **4.**                                 POSITIONAND DUTIES

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## **4.1**                                 Position.  Executive shall serve as Senior Vice President & Chief AccountingOfficer or such other position or positions to which the Company, in its soleand absolute discretion, assigns Executive.

 

## **4.2**                                 Devotion of Time and Effort.  Executive shall use Executive’s good faithbest efforts and judgment in performing Executive’s duties as requiredhereunder and to act in the best interests of the Company.  Executive shall devote such time, attentionand energies to the business of the Company as are reasonably necessary tosatisfy Executive’s required responsibilities and duties hereunder.

 

## **4.3**                                 Other Activities.  Executive may engage in other activities forExecutive’s own account while employed hereunder, including without limitationcharitable, community and other business activities, provided that such otheractivities do not materially interfere with the performance of Executive’sduties hereunder.

 

## **4.4**                                 Vacation.  It is understood and agreed that Executive shall be entitled tothree (3) weeks vacation per year. During such vacation periods, Executive shall not be relieved ofExecutive’s duties under this Agreement and there will be no abatement orreduction of Executive’s compensation hereunder.

 

## **4.5**                                 Business Expenses.  The Company shall promptly, but in no eventlater than thirty days after submission of a claim of expenditure, reimburseExecutive for all reasonable business expenses including, without limitation,business seminar fees, professional association dues, bar dues and otherreasonable entertainment expenses which have been given approval in advance andare incurred by Executive in connection with the business of the Company and/orits respective subsidiaries and affiliates, upon presentation to the Company ofwritten receipts for such expenses. Such reimbursement shall also include, but not be limited to, reimbursementfor all reasonable travel expenses, including all airfare, hotel and rental carexpenses, incurred by Executive in traveling in connection with the business ofthe Company.

 

## **4.6**                                 Company’s Obligations.  The Company shall provide Executive with anyand all necessary or appropriate current financial information and access tocurrent information and records regarding all material transactions involvingthe Company and/or its representative subsidiaries and affiliates, includingbut not limited to acquisition of assets, personnel contracts, dispositions ofassets, service agreements and registration statements or other state orfederal filings or disclosures, reasonably necessary for Executive to carry outExecutive’s duties and responsibilities hereunder.  In addition, the Company agrees to provide Executive, as acondition to Executive’s services hereunder, such staff, equipment and officespace as is reasonably necessary for Executive to perform Executive’s dutieshereunder.

 

# **5.**                                      TERMINATION

 

## **5.1.**                         By the Company Without Cause.  The Company may terminate this Agreementwithout “cause” (as hereinafter defined) at any time following the EffectiveDate, provided that the Company first delivers to Executive the Company’swritten election to terminate this Agreement at least 90 days prior to theeffective date of termination.

 

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## **5.2.**                              Severance Payment

 

###### *(a)*                                  Amount.  In the event the Company terminates Executive’s serviceshereunder pursuant to Section 5.1, or Executive terminates his employmenthereunder pursuant to Section 5.4 or 5.6, Executive shall continue torender services to the Company pursuant to this Agreement until the date oftermination and shall continue to receive compensation, as provided hereunder,through the termination date.  Inaddition to other compensation payable to Executive for services renderedthrough the termination date, the Company shall pay Executive no later than thedate of such termination, as a single severance payment, an amount equal to thesum of: (i) three times Executive’s average annual Base Compensation, paidhereunder for the preceding twenty-four month period (or, if Executive has beenemployed less than twenty-four months, the average annual Base Compensation forthe period employed) plus (ii) an amount equal to three times Executive’s mostrecent annual bonus from the Company (collectively, the “SeveranceAmount”).  In addition to payment of theSeverance Amount, any unvested stock options or restricted stock held byExecutive shall become fully vested as of the date of termination.

 

###### *(b)*                                 Benefits.  In the event Executive’s employment hereunder is terminated bythe Company without cause pursuant to Section 5.1 or by Executive pursuant toSection 5.4 or 5.6, then in addition to paying Executive the Severance Amountand providing for the full vesting of unvested stock options or restrictedstock held by Executive, the Company shall pay the COBRA premium for healthcare coverage for Executive and Executive’s spouse and children, as applicableand to the extent eligible, for the lesser of 18 months commencing on the dateof such termination (the “Severance Benefits”) or the date on which Executivebecomes eligible for health care coverage under the plan of any other employer.

 

###### *(c)*                                  To be eligible to receive anypayments under this Section 5.2, Executive must execute and deliver (andnot revoke, if revocation period is required by law) a release of claims in aform acceptable to the Company.

 

## **5.3.**                              By The Company For Cause.  The Company may terminate Executive forcause at any time, upon written notice to Executive.  For purposes of this Agreement, “cause” shall mean:

 

###### *(a)*                                  Executive’s conviction forcommission of a felony or a crime involving moral turpitude;

 

###### *(b)*                                 Executive’s willful commission ofany act of theft, embezzlement or misappropriation against the Company which,in any such case, is materially and demonstrably injurious to the Company;

 

###### *(c)*                                  Executive’s willful and continuedfailure to substantially perform Executive’s duties hereunder (other than suchfailure resulting from Executive’s incapacity due to physical or mentalillness), which failure is not remedied within a reasonable time after writtendemand for substantial performance is delivered by the Company whichspecifically identifies the manner in which the Company believes that Executivehas not substantially performed Executive’s duties; or

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###### *(d)*                                 Executive’s death or Disability(as hereinafter defined).

 

For purposes of this Section 5.3, no act, orfailure to act, on Executive’s part shall be deemed “willful” unless done, oromitted to be done, by Executive not in good faith.  In the event Executive is terminated for cause pursuant to thisSection 5.3, Executive shall 

 

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have the right to receive Executive’s compensationas otherwise provided under this Agreement through the effective date oftermination.  Executive shall have nofurther right to receive compensation or other consideration from the Company,or have any other remedy whatsoever against the Company, as a result of thisAgreement or the termination of Executive pursuant to this Section 5.3, exceptas set forth below with respect to a termination due to Executive’s Disability.

In the event Executive is terminated by reason ofExecutive’s death or Disability, the Company shall immediately pay Executive(or his estate) the Severance Amount and shall pay the COBRA premium for healthcare coverage for Executive’s spouse and children, as applicable and to theextent eligible, for a period of 18 months commencing on the date of suchtermination.  Said payments shall be inaddition to any disability insurance payments to which Executive is otherwiseentitled and any other compensation earned by Executive hereunder.  In addition, any unvested stock options orrestricted stock held by Executive shall become fully vested as of the date oftermination.  For purposes of thisAgreement, the term “Disability” shall mean a physical or mental incapacity asa result of which Executive becomes unable to continue the proper performanceof Executive’s duties hereunder for six consecutive calendar months or forshorter periods aggregating 180 business days in any 12 month period, but onlyto the extent that such definition does not violate the Americans withDisabilities Act.

 

## **5.4.**                              By Executive For Good Reason.  Executive may terminate this Agreement forgood reason upon at least 10 days prior written notice to the Company.  For purposes of this Agreement, “goodreason” shall mean:

 

###### *(a)*                                  the Company’s material breach ofany of its respective obligations hereunder and either such breach is incurableor, if curable, has not been cured within fifteen (15) days following receiptof written notice by Executive to the Company of such breach by the Company;

 

In the event that Executive terminates thisAgreement for good reason pursuant to this Section 5.4, Executive shall havethe right to receive Executive’s compensation as provided hereunder through theeffective date of termination and shall also have the same rights and remediesagainst the Company as Executive would have had if the Company had terminatedExecutive’s employment without cause pursuant to Section 5.1 (including theright to receive the Severance Amount payable and the Severance Benefits to beprovided under Section 5.2).

 

## **5.5.**                              Executive’s Voluntary Termination.  Executive may, at any time, terminate thisAgreement without good reason upon written notice delivered to the Company atleast ninety (90) days prior to the effective date of termination.  In the event of such voluntary terminationof this Agreement by Executive:  (i)Executive shall have the right to receive Executive’s compensation as providedhereunder through the effective date of termination, and (ii) the Company,on the one hand, and Executive, on the other hand, shall not have any furtherright or remedy against one another except as provided in Sections 6 and 7hereof which shall remain in full force and effect.

 

## **5.6.**                              Change in Control.  Executive may terminate this Agreement, uponat least ten (10) days’ prior written notice to the Company, at any time withintwelve (12) months after a “change in control” (as hereinafter defined) of theCompany.  In the event Executiveterminates this Agreement within twelve (12) months after a change in controlpursuant to this Section 5.6, (i) Executive shall continue to renderservices pursuant hereto and shall continue to receive compensation, asprovided hereunder, through the termination date, (ii) the Company shallpay Executive no later than the date of such termination, as a single severancepayment, an amount equal to the Severance Amount, and (iii) following suchtermination, the Company shall provide the Severance Benefits as required by

 

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## **Section 5.2. For purposes of this Agreement, a “change in control” shall mean theoccurrence of any of the following events:**

 

###### *(a)*                            the individuals constituting theBoard as of the Effective Date (the “Incumbent Board”) cease for any reason toconstitute at least two-thirds (2/3rds) of the Board; provided, however, thatif the election, or nomination for election by the Company’s stockholders, ofany new director was approved by a vote of at least two-thirds (2/3rds) of theIncumbent Board, such new director shall be considered a member of theIncumbent Board;

 

###### *(b)*                           an acquisition of any votingsecurities of the Company (the “Voting Securities”) by any “person” (as theterm “person” is used for purposes of Section 13(d) or Section 14(d) of theSecurities Exchange Act of 1934, as amended (the “1934 Act”)) immediately afterwhich such person has “beneficial ownership” (within the meaning ofRule 13d–3 promulgated under the 1934 Act) (“Beneficial Ownership”)of 20% or more of the combined voting power of the Company’s then outstandingVoting Securities; or

 

###### *(c)*                            approval by the stockholders ofthe Company of:

 

(i)                                          a merger, consolidation, share exchange orreorganization involving the Company, unless

 

### **(A)**                the stockholders of the Company,immediately before such merger, consolidation, share exchange orreorganization, own, directly or indirectly immediately following such merger,consolidation, share exchange or reorganization, at least 80% of the combinedvoting power of the outstanding voting securities of the corporation that isthe successor in such merger, consolidation, share exchange or reorganization(the “Surviving Company”) in substantially the same proportion as theirownership of the Voting Securities immediately before such merger,consolidation, share exchange or reorganization; and

 

### **(B)**                  the individuals who were membersof the Incumbent Board immediately prior to the execution of the agreementproviding for such merger, consolidation, share exchange or reorganizationconstitute at least two-thirds (2/3rds) of the members of the board ofdirectors of the Surviving Company;

 

(ii)                                         acomplete liquidation or dissolution of the Company; or

 

(iii)                                       an agreement forthe sale or other disposition of all or substantially all of the assets of theCompany.

 

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###### *(d)*                                 anyPerson is or becomes the Beneficial Owner of securities of the Company representing ten percent (10%) ormore of the combined voting power of the Company’s then outstanding securities and (A) the identity of the ChiefExecutive Officer of the Company  ischanged during the period beginning sixty (60) days before the attainment ofthe ten percent (10%) beneficial ownership and ending two (2) years thereafter,or (B) individuals constituting at least one-third (1/3) of the members ofthe Board at the beginning of such period shall leave the Board during theperiod beginning sixty (60) days before the attainment of the ten percent (10%)beneficial ownership and ending two (2) years thereafter.

 

# **6.**                                      CONFIDENTIALITY

 

Duringthe term of Executive’s employment under this Agreement, Executive will haveaccess to and become acquainted with various information relating to the Company’sbusiness operations, marketing data, business plans, strategies, employees,contracts, financial records and accounts, projections and budgets, and similarinformation.  Executive agrees that tothe extent such information is not generally available to the public and givesthe Company an advantage over competitors who do not know of or use suchinformation, such information and documents constitute “trade secrets” of theCompany.  Executive further agrees thatall such information and documents relating to the business of the Company,whether they are prepared by Executive or come into Executive’s possession inany other way, are owned by the Company and shall remain the exclusive propertyof the Company.   Executive shall notmisuse, misappropriate or disclose any trade secrets of the Company, directlyor indirectly, or use them for Executive’s own benefit, either during the termof this Agreement or at any time thereafter, except as may be necessary orappropriate in the course of Executive’s employment with the Company, unlesssuch action is either previously agreed to in writing by the Company orrequired by law.

 

# **7.**                                      NON-SOLICITATION

 

Fora period of one (1) year following the date Executive’s employment hereunder isterminated, Executive shall not solicit or induce any of the Company’semployees, agents or independent contractors to end their relationship with theCompany, or recruit, hire or otherwise induce any such person to performservices for Executive, or any other person, firm or company.

 

**8.             ARBITRATIONAGREEMENT**

 

8.1.                        In the event of any issue ordispute arising between Executive and the Company, its officers, directors,managers, supervisors and/or employees (except for claims for workers’compensation, unemployment insurance, and any matter within the jurisdiction ofthe California Labor Commissioner), the matter shall be submitted to andresolved by final and binding arbitration as provided for by the CaliforniaArbitration Act, California Code of Civil Procedure, Section 1280, et. seq.  Mandatory arbitration will not precludeExecutive from filing an administrative charge or complaint of discriminationor harassment with either the Equal Employment Opportunity Commission or theCalifornia Department of Fair Employment and Housing.  Except as provided in this section, arbitration shall be the exclusive method for resolving any employment relateddispute, and both the Company, and the Executive are giving up any right thatthey might otherwise have to have a judge or jury decide any such employmentrelated dispute; provided, however, that either the Executive or the Company,may request equitable relief, including but not limited to injunctive relief,from a court of competent jurisdiction.

 

8.2.                       The claimswhich are to be arbitrated under this Agreement include, but are not limitedto, tort claims, bad faith claims, contract claims, wage claims, benefitclaims, demands, liabilities, debts, accounts, obligations, damages,compensatory damages, punitive

 

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damages, liquidated damages,costs, expenses, actions and causes of action arising out of or in connectionwith the employment relationship with the Company, the termination of thatrelationship, and/or post-employment retaliation and defamation (including butnot limited to any claims for wrongful discharge or breach of the covenant ofgood faith and fair dealing), any and all federal and state civil rights laws,ordinances, regulations or orders, based on charges of discrimination orharassment on account of race, color, religion, sex, sexual orientation, age,citizenship, national origin, mental or physical disability, medical condition,marital status, pregnancy or any other discrimination prohibited by such laws,ordinances, regulations or orders (including but not limited to Title VII ofthe Civil Rights Act of 1964, as amended, 42 USC Section 2000, etseq.;Americans with Disabilities Act; Civil Rights Act of 1866, and Civil Rights Actof 1991; 42 USC Section 1981, etseq.; Age Discrimination inEmployment Act, as amended, 29 USC Section 621, etseq.; EqualPay Act, as amended, 29 USC Section 206(d); regulations of the Office ofFederal Contract Compliance, 41 CFR Section 60, etseq.; and theCalifornia Fair Employment and Housing Act, California Government Code Section12940, etseq.).

 

8.3.                              If theExecutive or the Company does not make a written request for arbitration withinthe limitations period applicable to a claim under applicable federal or statelaw, that party will have waived its right to raise that claim, in any forum,arising out of that issue or dispute.

 

8.4.                              The Executiveand the Company will select an arbitrator by mutual agreement.  If the Executive and the Company are unableto agree on a neutral arbitrator, either party may elect to obtain a list ofarbitrators from the Alternative Dispute Resolution Service.  The Executive and the Company willalternately strike names from the list, with the Executive striking the firstname, until only one name remains.  Theremaining person shall be the arbitrator.

 

8.5.                              Arbitrationproceedings will be held in California at a location mutually convenient to theExecutive and the Company.

 

8.6.                              The partiesretain the rights to conduct all discovery as provided for in the CaliforniaCode of Civil Procedure, and the arbitrator shall have the power to decide anydiscovery disputes between the parties.

 

8.7.                              The arbitratorshall entertain motions by either party for summary disposition as provided forby applicable state law.

 

8.8.                              The arbitratorshall conduct a hearing in a manner to be mutually agreed upon by the Executiveand the Company, or by the arbitrator if the parties cannot agree, provided,however, that the parties shall have the opportunity to call witnesses underoath, and to examine and cross examine all witnesses who appear at the hearing.

 

8.9.                              Within thirty(30) days following the hearing and the submission of the matter to thearbitrator, the arbitrator shall issue a written opinion and award which shallbe signed and dated.  The arbitrator’saward shall decide all issues submitted by the parties, and the arbitrator maynot decide any issue not submitted.  Thearbitrator shall be permitted to award only those remedies in law or equitywhich are requested by the parties and allowed by law.

 

8.10                           The cost of thearbitrator and other incidental costs of arbitration, including the cost of acourt reporter, shall be equally shared between the Executive and the Company,unless the arbitrator determines that this would cause an undue hardship to theExecutive, in which case the entire cost shall be borne by the Company.  The Executive and the Company shall eachbear their own costs for legal representation in any arbitration 

 

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proceeding, providedhowever, that the arbitrator shall have the authority to require either partyto pay the fee for the other party’s representation during the arbitration, asis otherwise permitted under federal or state law, as a part of any remedy thatmay be ordered.

 

# **9.**                                      INDEMNIFICATION

 

Tothe fullest extent permitted under applicable law, the Company shall indemnify,defend and hold Executive harmless from and against any and all causes ofaction, claims, demands, liabilities, damages, costs and expenses of any naturewhatsoever (collectively, “Damages”) directly or indirectly arising out of orrelating to Executive discharging Executive’s duties hereunder on behalf of theCompany and/or its respective subsidiaries and affiliates, so long as Executiveacted in good faith within the course and scope of Executive’s duties with respectto the matter giving rise to the claim or Damages for which Executive seeksindemnification.

 

# **10.**                               GENERALPROVISIONS

 

## **10.1.**                        Assignment; Binding Effect.  Neither the Company or Executive may assign,delegate or otherwise transfer this Agreement or any of their respective rightsor obligations hereunder without the prior written consent of the otherparty.  Any attempted prohibitedassignment or delegation shall be void. This Agreement shall be binding upon and inure to the benefit of anypermitted successors or assigns of the parties and the heirs, executors,administrators and/or personal representatives of Executive.

 

## **10.2.**                        Notices.  All notices, requests, demands and other communications that arerequired or may be given under this Agreement shall be in writing and shall bedeemed to have been duly given when received if personally delivered; whentransmitted if transmitted by telecopy, electronic or digital transmissionmethod with electronic confirmation of receipt; the day after it is sent, ifsent for next-day delivery to a domestic address by recognized overnightdelivery service (*e.g.*,  FedEx); andupon receipt, if sent by certified or registered mail, return receiptrequested.  In each case notice shall besent to:

 
| If to the Company: |   | Arden Realty Limited  Partnership  c/o Arden Realty, Inc.  11601 Wilshire Boulevard   Fourth Floor   Los Angeles, CA 90025-1740   Attention:  President   Facsimile:(310) 966-2699 |
|--------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |   |                                                                                                                                                                                    |
| If to Executive:   |   | Rick Davis  c/o Arden Realty, Inc.  11601 Wilshire Boulevard   Fourth Floor   Los Angeles,   CA 90025-1740   Facsimile:(310) 966-2699                                                   |

 

Any party may change itsaddress for the purpose of this Section 10.2 by giving the other partywritten notice of its new address in the manner set forth above.

 

## **10.3.**                        Entire Agreement.  This Agreement constitutes the entireagreement of the parties, and supersedes all prior agreements.

 

## **10.4.**                        Amendments; Waivers.  This Agreement may be amended or modified,and any of the terms and covenants may be waived, only by a written instrumentexecuted by the parties hereto, or, in the case of a waiver, by the partywaiving compliance.  Any waiver by any 

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## **party inany one or more instances of any term or covenant contained in this Agreementshall neither be deemed to be nor construed as a further or continuing waiverof any such term or covenant of this Agreement.**

## ** **

## **10.5.**                        Provisions Severable.  In case any one or more provisions of thisAgreement shall be invalid, illegal or unenforceable, in any respect, thevalidity, legality and enforceability of the remaining provisions containedherein shall not, in any way, be affected or impaired thereby.  If any provision hereof is determined by anycourt of competent jurisdiction to be invalid or unenforceable by reason ofsuch provision extending the covenants and agreements contained herein for toogreat a period of time or over too great a geographical area, or being tooextensive in any other respect, such provision shall be interpreted to extendonly over the maximum period of time and geographical area, and to the maximumextent in all other respects, as to which it is valid and enforceable, all asdetermined by such court in such action.

 

## **10.6.**                        Attorney’s Fees.  If any legal action, arbitration or otherproceeding, is brought for the enforcement of this Agreement, or because of analleged dispute, breach or default in connection with any of the provisions ofthis Agreement, each of the parties hereto shall be responsible for payment ofany attorneys’ fees and other costs incurred by them in that action or proceeding,without regard to whomever is the prevailing party in such action orproceeding.

## ** **

## **10.7.**                        Governing Law.  This Agreement shall be construed, performed and enforced inaccordance with, and governed by the laws of the State of California withoutgiving effect to the principles of conflict of laws thereof.

## ** **

## **10.8.**                        Counterparts.  This Agreement may be executed in one or more counterparts, eachof which shall be deemed an original, but all of which shall constitute thesame instrument.

 

 

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IN WITNESS WHEREOF, theparties hereto have executed this Agreement effective as of the date firstwritten above.

 
| THE COMPANY:                       |   |
|------------------------------------|--------|
|                               |   |
| ARDEN REALTY LIMITED  PARTNERSHIP, |   |
| a Maryland Limited  Partnership    |   |
|                               |   |
| By:  ARDEN REALTY, INC.,      |   |
| a Maryland corporation             |   |
| Its:  Sole General Partner    |   |
|                                    |        |  |

 
| By:    | /s/ Victor J. Colema         |         |   |
|--------|------------------------------|--------------|--------|
|   | Victor J. Coleman            | June 2, 1999 |   |
|   | Its:  President and COO | Date         |
|   |                         |         |

 

EXECUTIVE:

 
| /s/ Richard S. Davis |         |   |
|----------------------|--------------|--------|
| Richard S. Davis     | June 2, 1999 |   |
|                 | Date         |

 

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