Ex 10.192 Lewis Wolff Indemnification Agreement


     

      
        

      

    

    Exhibit
      10.192


     

    MAGUIRE
      PROPERTIES, INC.

     

    INDEMNIFICATION
      AGREEMENT

     

    This
      INDEMNIFICATION AGREEMENT (the “Agreement”) made and entered into this
      8th
      day of
      December 2005, by and between Maguire Properties, Inc., a Maryland corporation
      (the “Company”), and Lewis N. Wolff (the
      “Indemnitee”). 

     

    WHEREAS,
      it is essential that the Company be able to retain and attract as directors
      and
      officers the most capable persons available;

     

    WHEREAS,
      the Company’s Bylaws permit it to enter into indemnification arrangements and
      agreements;

     

    WHEREAS,
      the Company desires to provide the Indemnitee with specific contractual
      assurances of the Indemnitee’s rights to full indemnification against litigation
      risks and expenses (regardless, among other things, of any amendment to or
      revocation of the Company’s Bylaws or any change in the ownership of the Company
      or the composition of its Board of Directors) and, to the extent insurance
      is
      available, the coverage of the Indemnitee under the Company’s directors and
      officers liability insurance policies; and

     

    WHEREAS,
      the Indemnitee is relying upon the rights afforded under this Agreement in
      accepting Indemnitee’s position as a director or officer of the
      Company.

     

    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, the Company and Indemnitee do hereby covenant and agree as
      follows:

     

    1. Definitions.

     

    (a) “Corporate
      Status” describes the status of a person who is serving or has served (i) as a
      director, officer or employee of the Company, (ii) in any capacity with respect
      to any employee benefit plan of the Company, or (iii) as a director, partner,
      member, trustee, officer, employee, or agent of any other Entity at the request
      of the Company.

     

    (b) “Entity”
      shall mean any corporation, partnership, limited liability company, joint
      venture, trust, foundation, association, organization or other legal entity
      and
      any group or division of the Company or any of its subsidiaries.

     

    (c) “Expenses”
      shall mean all reasonable fees, costs and expenses actually and reasonably
      incurred by the Indemnitee in connection with any Proceeding (as defined below),
      including, without limitation, attorneys’ fees, disbursements and retainers
      (including, without limitation, any such fees, disbursements and retainers
      incurred by Indemnitee pursuant to Section 12 of this Agreement), fees and
      disbursements of expert witnesses, private investigators and professional
      advisors (including, without limitation, accountants), court costs, transcript
      costs, fees of experts, travel expenses, duplicating, printing and binding
      costs, telephone and fax transmission charges, postage, delivery services,
      secretarial services, and other disbursements and expenses.

     

    (d) “Indemnifiable
      Expenses,” “Indemnifiable Liabilities” and “Indemnifiable Amounts” shall have
      the meanings ascribed to those terms in Section 4 below.

     

     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


     

    (e) “Liabilities”
      shall mean judgments, damages, liabilities, losses, penalties, excise taxes,
      fines and amounts paid in settlement.

     

    (f) “Proceeding”
      shall mean any threatened, pending or completed claim, action, suit,
      arbitration, alternate dispute resolution process, investigation, administrative
      hearing, appeal, or any other proceeding, whether civil, criminal,
      administrative or investigative, whether formal or informal, including a
      proceeding initiated by Indemnitee pursuant to Section 12 of this Agreement
      to
      enforce Indemnitee’s rights hereunder.

     

    2. Services
      of Indemnitee.
      In
      consideration of the Company’s covenants and commitments hereunder, Indemnitee
      agrees to serve as a director or officer of the Company. However, this Agreement
      shall not impose any obligation on Indemnitee or the Company to continue
      Indemnitee’s service to the Company beyond any period otherwise required by law
      or by other agreements or commitments of the parties, if any.

     

    3. Agreement
      to Indemnify

     

    The
      Company shall indemnify Indemnitee, and advance Indemnifiable Expenses to,
      Indemnitee (a) as specifically provided in this Agreement and (b) otherwise
      to
      the fullest extent permitted by Maryland law in effect on the date hereof and
      as
      amended from time to time; provided, however, that no change in Maryland law
      shall have the effect of reducing the benefits available to Indemnitee hereunder
      based on Maryland law as in effect on the date hereof. The rights of Indemnitee
      provided in this Section shall include, but shall not be limited to, the rights
      set forth in the other Sections of this Agreement, including any additional
      indemnification permitted by Section 2-418(g) of the Maryland General
      Corporation Law (the “MGCL”).

     

    4. Proceedings
      Other Than Proceedings by or in the Right of the Company.
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section 4 if, by reason of his Corporate Status, he is, or is threatened to
      be,
      made a party to any threatened, pending, or completed Proceeding, other than
      a
      Proceeding by or in the right of the Company. Pursuant to this Section 4,
      Indemnitee shall be indemnified by the Company against all Expenses and
      Liabilities actually and reasonably incurred by him or on his behalf in
      connection with a Proceeding by reason of his Corporate Status (referred to
      herein as “Indemnifiable Expenses” and “Indemnifiable Liabilities,”
respectively, and collectively as “Indemnifiable Amounts”) unless it is
      established that (i) the act or omission of the Indemnitee was material to
      the
      matter giving rise to the Proceeding and (a) was committed in bad faith or
      (b)
      was the result of active and deliberate dishonesty, (ii) the Indemnitee actually
      received an improper personal benefit in money, property or services, or (iii)
      in the case of any criminal Proceeding, the Indemnitee had reasonable cause
      to
      believe that his conduct was unlawful. 

     

    5. Proceedings
      by or in the Right of the Company.
      Indemnitee shall be entitled to the rights of indemnification provided in this
      Section 5 if, by reason of his Corporate Status, he is made a party to any
      threatened, pending or completed Proceeding brought by or in the right of the
      Company to procure a judgment in its favor. Pursuant to this Section 5,
      Indemnitee shall be indemnified against all amounts paid in settlement and
      all
      Indemnifiable Expenses actually and reasonably incurred by him or on his behalf
      in connection with such Proceeding unless
      it
      is established that (i) the act or omission of the Indemnitee was material
      to
      the matter giving rise to such a Proceeding and (a) was committed in bad faith
      or (b) was the result of active and deliberate dishonesty or (ii) the Indemnitee
      actually received an improper personal benefit in 

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


     

    money,
      property or services; provided, however, that no indemnification against such
      Indemnifiable Expenses shall be made in respect of any Proceeding in which
      Indemnitee shall have been adjudged to be liable to the Company.

     

    6. Court-Ordered
      Indemnification.
      A court
      of appropriate jurisdiction, upon application of a director or officer and
      such
      notice as the court shall require, may order indemnification in the following
      circumstances:

     

    (a) if
      it
      determines a director or officer is entitled to Indemnifiable Amounts under
      Section 2-418(d)(1) of the MGCL, the court shall order indemnification, in
      which
      case the director or officer shall be entitled to recover the expenses of
      securing such Indemnifiable Amounts; or 

     

    (b) if
      it
      determines that the director or officer is fairly and reasonably entitled to
      indemnification in view of all the relevant circumstances, whether or not the
      director or officer (i) has met the standards of conduct set forth in Section
      2-418(b) of the MGCL or (ii) has been adjudged liable for receipt of an improper
      personal benefit under Section 2-148(c) of the MGCL, the court may order such
      indemnification as the court shall deem proper. However, indemnification with
      respect to any Proceeding by or in the right of the Company or in which
      liability shall have been adjudged in the circumstances described in Section
      2-418(c) of the MGCL shall be limited to Indemnifiable Expenses. 

     

    7. Procedure
      for Payment of Indemnifiable Amounts.
      Indemnitee shall submit to the Company a written request specifying the
      applicable Indemnifiable Amounts for which Indemnitee seeks payment under this
      Agreement and the basis for the claim. Subject to the exceptions set forth
      in
      Sections 4 and 5, the Company shall pay such applicable Indemnifiable
      Amounts to Indemnitee within twenty (20) calendar days of receipt of the
      request. At the request of the Company, Indemnitee shall furnish such
      documentation and information as are reasonably available to Indemnitee and
      necessary to establish that Indemnitee is entitled to indemnification
      hereunder.

     

    8. Indemnification
      for Expenses of a Party Who is Wholly or Partly Successful.
      Notwithstanding any other provision of this Agreement, and without limiting
      any
      such provision to
      the
      extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party
      to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee
      shall be indemnified for all Indemnifiable Expenses reasonably incurred by
      Indemnitee or on Indemnitee’s behalf in connection therewith. Without limiting
      any other rights of Indemnitee in this Agreement, if Indemnitee is not wholly
      successful in such Proceeding but is successful, on the merits or otherwise,
      as
      to one or more but less than all claims, issues or matters in such Proceeding,
      the Company shall indemnify Indemnitee for all Indemnifiable Expenses reasonably
      incurred by Indemnitee or on Indemnitee’s behalf in connection with each
      successfully resolved claim, issue or matter. For purposes of this Agreement,
      the termination of any claim, issue or matter in such a Proceeding by dismissal,
      with or without prejudice, shall be deemed to be a successful result as to
      such
      claim, issue or matter.

     

    9. Effect
      of Certain Resolutions.
      Neither
      the settlement nor termination of any Proceeding nor the failure of the Company
      to award indemnification or to determine that indemnification is payable shall
      create an adverse presumption that Indemnitee is not entitled to indemnification
      hereunder. In addition, the termination of any Proceeding by judgment, order
      or


     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


     

    settlement
      shall not create a presumption that the act or omission of the Indemnitee was
      material to the matter giving rise to the Proceeding and was committed in bad
      faith or was the result of active and deliberate dishonesty or the Indemnitee
      actually received an improper personal benefit in money, property or services
      or
      with respect to any criminal action or proceeding, had reasonable cause to
      believe that Indemnitee’s action was unlawful. The termination of any Proceeding
      by conviction, or upon a plea of nolo contendere or its equivalent, or an entry
      of an order of probation prior to judgment, does not create a rebuttable
      presumption that the Indemnitee did not meet the requisite standard of conduct.
       In
      addition, the termination of or resignation by Indemnitee shall not create
      an
      adverse presumption that Indemnitee is not entitled to indemnification
      hereunder.

     

    10. Agreement
      to Advance Interim Expenses.
      The
      Company shall pay to Indemnitee all Indemnifiable Expenses incurred by
      Indemnitee in connection with any Proceeding, including a Proceeding by or
      in
      the right of the Company, in advance of the final disposition of such
      Proceeding, if Indemnitee furnishes the Company with a written affirmation
      by
      the Indemnitee of the Indemnitee’s good faith belief that the standard of
      conduct necessary for indemnification by the Company has been met and a written
      undertaking by or on behalf of the Indemnitee to repay the amount of such
      Indemnifiable Expenses advanced to Indemnitee if it is finally determined by
      a
      court of competent jurisdiction that Indemnitee is not entitled under this
      Agreement to indemnification with respect to such Indemnifiable Expenses. The
      terms and conditions of such undertaking shall be determined by a quorum of
      the
      disinterested members of the Board of Directors, if any, acting in good faith
      and as required by the proper exercise of their duties or, if not available,
      then by the written opinion of independent legal counsel or by the Company’s
      stockholders.

     

    11. Procedure
      for Payment of Interim Expenses.
      Indemnitee shall submit to the Company a written request specifying the
      Indemnifiable Expenses for which Indemnitee seeks an advancement under
      Section 10 of this Agreement, together with documentation evidencing that
      Indemnitee has incurred such Indemnifiable Expenses. Payment of Indenmifiable
      Expenses under Section 10 shall be made no later than twenty (20) calendar
      days after the Company’s receipt of such request and the affirmation and
      undertaking required by Section 10.

     

    12. Remedies
      of Indemnitee.

     

    (a) Right
      to Petition Court.
      In the
      event that Indemnitee makes a request for payment of Indemnifiable Amounts
      under
      Sections 3, 4 and 5 above or a request for an advancement of Indemnifiable
      Expenses under Sections 10 and 11 above and the Company fails to make such
      payment or advancement in a timely manner pursuant to the terms of this
      Agreement, Indemnitee may petition the appropriate judicial authority to enforce
      the Company’s obligations under this Agreement.

     

    (b) Burden
      of Proof.
      In any
      judicial proceeding brought under Section 12(a) above, the Company shall have
      the burden of proving that Indemnitee is not entitled to payment of
      Indemnifiable Amounts hereunder.

     

    (c) Expenses.
      The
      Company agrees to reimburse Indemnitee in full for any Expenses incurred by
      Indemnitee in connection with investigating, preparing for, litigating,
      defending or settling any action brought by Indemnitee under Section 12(a)
      above, or in connection with any claim or counterclaim brought by the Company
      in
      connection therewith.

     

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


     

    (d) Validity
      of Agreement.
      The
      Company shall be precluded from asserting in any Proceeding, including, without
      limitation, an action under Section 12(a) above, that the provisions of this
      Agreement are not valid, binding and enforceable or that there is insufficient
      consideration for this Agreement and shall stipulate in court that the Company
      is bound by all the provisions of this Agreement.

     

    (e) Failure
      to Act Not a Defense.
      The
      failure of the Company (including its Board of Directors or any committee
      thereof, independent legal counsel, or stockholders) to make a determination
      concerning the permissibility of the payment of Indemnifiable Amounts or the
      advancement of Indemnifiable Expenses under this Agreement shall not be a
      defense in any action brought under Section 12(a) above, and shall not create
      a
      presumption that such payment or advancement is not permissible.

     

    13. Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to Indemnitee as follows:

     

    (a) Authority
      .
      The
      Company has all necessary corporate power and authority to enter into, and
      be
      bound by the terms of, this Agreement, and the execution, delivery and
      performance of the undertakings contemplated by this Agreement have been duly
      authorized by the Company.

     

    (b) Enforceability.
      This
      Agreement, when executed and delivered by the Company in accordance with the
      provisions hereof, shall be a legal, valid and binding obligation of the
      Company, enforceable against the Company in accordance with its terms, except
      as
      such enforceability may be limited by applicable bankruptcy, insolvency,
      moratorium, reorganization or similar laws affecting the enforcement of
      creditors’ rights generally or general equitable principles, and to the extent
      limited by applicable federal or state securities laws.

     

    14. Insurance.
      The
      Company will use commercially reasonable efforts to obtain and maintain a policy
      or policies of insurance with reputable insurance companies providing the
      members of the Board of Directors with coverage for losses from wrongful acts,
      and to ensure the Company’s performance of its indemnification obligations under
      this Agreement. In all policies of director and officer liability insurance,
      Indemnitee shall be named as an insured in such a manner as to provide
      Indemnitee at least the same rights and benefits as are accorded to the most
      favorably insured of the Company’s officers and directors. Notwithstanding the
      foregoing, if the Company, after employing commercially reasonable efforts
      as
      provided in this Section, determines in good faith that such insurance is not
      reasonably available, if the premium costs for such insurance are
      disproportionate to the amount of coverage provided, or if the coverage provided
      by such insurance is limited by exclusions so as to provide an insufficient
      benefit, the Company shall use its commercially reasonable efforts to obtain
      and
      maintain a policy or policies of insurance with coverage having features as
      similar as practicable to those described above.

     

    15. Fees
      and Expenses.
      During
      the term of the Indemnitee’s service as a director or officer, the Company shall
      promptly reimburse the Indemnitee for all expenses incurred by him in connection
      with his service as a director or officer or member of any board committee
      or
      otherwise in connection with the Company’s business.

     

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


     

    16. Contract
      Rights Not Exclusive.
      The
      rights to payment of Indemnifiable Amounts and advancement of Indemnifiable
      Expenses provided by this Agreement shall be in addition to, but not exclusive
      of, any other rights which Indemnitee may have at any time under applicable
      law,
      the Company’s Bylaws, as amended, Charter, as amended, or any other agreement,
      vote of stockholders or directors, or otherwise, both as to action in
      Indemnitee’s official capacity and as to action in any other capacity as a
      result of Indemnitees’s serving as a director or officer of the
      Company.

     

    17. Successors.
      This
      Agreement shall be (a) binding upon all successors and assigns of the Company
      (including any transferee of all or a substantial portion of the business,
      stock
      and/or assets of the Company and any direct or indirect successor by merger
      or
      consolidation or otherwise by operation of law) and (b) binding on and shall
      inure to the benefit of the heirs, personal representatives, executors and
      administrators of Indemnitee. This Agreement shall continue for the benefit
      of
      Indemnitee and such heirs, personal representatives, executors and
      administrators after Indemnitee has ceased to have Corporate
      Status.

     

    18. Subrogation.
      In the
      event of any payment of Indemnifiable Amounts under this Agreement, the Company
      shall be subrogated to the extent of such payment to all of the rights of
      contribution or recovery of Indemnitee against other persons, and Indemnitee
      shall take, at the request of the Company, all reasonable action necessary
      to
      secure such rights, including the execution of such documents as are necessary
      to enable the Company to bring suit to enforce such rights.

     

    19. Change
      in Law.
      To the
      extent that a change in applicable law (whether by statute or judicial decision)
      shall permit broader indemnification than is provided under the terms of the
      Charter, as amended, or Bylaws of the Company, as amended, and this Agreement,
      Indemnitee shall be entitled to such broader indemnification and this Agreement
      shall be deemed to be amended to such extent.

     

    20. Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      a manner as to be effective and valid under applicable law, but if any provision
      of this Agreement, or any clause thereof, shall be determined by a court of
      competent jurisdiction to be illegal, invalid or unenforceable, in whole or
      in
      part, such provision or clause shall be limited or modified in its application
      to the minimum extent necessary to make such provision or clause valid, legal
      and enforceable, and the remaining provisions and clauses of this Agreement
      shall remain fully enforceable and binding on the parties.

     

    21. Indemnitee
      as Plaintiff.
      Except
      as provided in Section 12 of this Agreement and in the next sentence, Indemnitee
      shall not be entitled to payment of Indemnifiable Amounts or advancement of
      Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee
      against the Company, any Entity which it controls, any director or officer
      thereof, or any third party, unless (a) the Proceeding is brought to enforce
      indemnification under this Agreement or otherwise or (b) the Company’s Bylaws,
      as amended, the Charter, as amended, a resolution of the Board of Directors
      or
      an agreement approved by the Board of Directors to which the Company is party
      expressly provide otherwise. This Section shall not apply to affirmative
      defenses asserted by Indemnitee in an action brought against
      Indemnitee.

     

    22. Modifications
      and Waiver.
      Except
      as provided in Section 19 above with respect to changes in applicable law
      which broaden the right of Indemnitee to be indemnified by the 

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


     

    Company,
      no supplement, modification or amendment of this Agreement shall be binding
      unless executed in writing by each of the parties hereto. No waiver of any
      of
      the provisions of this Agreement shall be deemed or shall constitute a waiver
      of
      any other provisions of this Agreement (whether or not similar), nor shall
      such
      waiver constitute a continuing waiver.

     

    23. General
      Notices.
      All
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given (a) when delivered by hand,
      (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed
      by certified or registered mail with postage prepaid, on the third business
      day
      after the date on which it is so mailed:

     

    (i) If
      to
      Indemnitee, to:       Lewis
      N.
      Wolff

    c/o
      Wolff-DiNapoli LLC

    11828
      La
      Grange Avenue

    Suite
      200

    Los
      Angeles, CA 90025 

    Phone:
      (310) 477-3593

    Facsimile:
      (310) 477-3593

     

    (ii) If
      to the
      Company, to:     Maguire
      Properties, Inc.

    333
      South
      Grand Ave, Suite 400

    Los
      Angeles, CA 90071

    Phone:
      (213) 626-3300

    Facsimile:
      (213) 687-4758

    Attn:
      Robert F. Maguire III and Mark T. Lammas

     

    or
      to
      such other address as may have been furnished in the same manner by any party
      to
      the others.

     

    24. Governing
      Law.
      This
      Agreement shall be governed by and construed and enforced under the laws of
      Maryland without giving effect to the provisions thereof relating to conflicts
      of law.

     

    25. Agreement
      Governs.
      This
      Agreement is to be deemed consistent wherever possible with relevant provisions
      of the Company’s Bylaws, as amended, and Charter, as amended; however, in the
      event of a conflict between this Agreement and such provisions, the provisions
      of this Agreement shall control.

     

    26. Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the parties
      hereto in separate counterparts, each of which when so executed shall be deemed
      to be an original and all of which taken together shall constitute one and
      the
      same agreement. Each party shall become bound by this Agreement immediately
      upon
      affixing its signature hereto.

     

    [Signature
      Page Follows]

     

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement
      as of the day and year first above written.

     

    
      	
              COMPANY:

            
	 	 	 
	
              MAGUIRE
                PROPERTIES, INC.

            
	 	 	 
	 	
              By:

            	
              /s/
                Robert F. Maguire III

            
	 	 	
              Name:
                Robert F. Maguire III

            
	 	 	
              Title:
                Chairman and Co-CEO

            


    

    


     

    
      	
              INDEMNITEE:

            
	 	 	 
	 	
              By:

            	
              /s/
                Lewis N. Wolff

            
	 	 	
              Lewis
                N. Wolff