Exhibit 10









 




EXHIBIT 10.47




EMPLOYMENT

AGREEMENT




 




 




THIS

EMPLOYMENT 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




 




The

Company hereby employs Executive and Executive hereby accepts employment upon

the terms and conditions set forth below.




 




2.                                 TERM

AND 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 “Original

Employment Term”), on the terms and conditions set forth below, unless sooner

terminated as provided in Section 5.




 




2.2.                             Extension.  Following the expiration of the Original Employment Term and

provided that this Agreement has not been terminated pursuant to Section 5, and

every year thereafter, the Agreement shall be automatically renewed for an

additional 12-month period, effective on January 1, 2001 and each anniversary

thereof; provided, that if a Change in Control (as defined in Section 5.6),

occurs during the original or extended term of this Agreement, this Agreement

shall continue in effect for a period not less than twelve (12) months beyond

the month in which such Change in Control occurred.




 




3.                                 COMPENSATION




 




3.1.                              Base Compensation.  For the services to be rendered by Executive

under this Agreement, Executive shall be entitled to receive, commencing as of

the Effective Date, an annual base compensation (“Base Compensation”) of

$160,000 payable in substantially equal semi-monthly installments.  The Base Compensation shall be reviewed and

adjusted annually as determined by the Compensation Committee (the

“Compensation Committee”) of the Board of Directors (the “Board”) of the

Company.




 




3.2.                             Bonus Compensation.  The Compensation Committee shall review

Executive’s performance at least annually during each year of the Original

Employment Term and cause the Company to award Executive a cash bonus which the

Compensation Committee determines in its sole and absolute discretion.




 




3.3.                             “Gross-Up” of Compensation.




 




(a)                                  280G

“Gross-Up”.




 




 




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(i)            Anything

in this Agreement to the contrary notwithstanding, if it shall be determined

that any payment or distribution to Executive or for his benefit (whether paid

or payable or distributed or distributable) pursuant to the terms of this

Agreement or otherwise (the “Payment”) would be subject to the excise tax

imposed by section 4999 of the Internal Revenue Code of 1986, as amended (the

“Code”) (the “Excise Tax”), then Executive shall be entitled to receive from

the Company an additional payment (the “Gross-Up Payment”) in an amount such

that the net amount of the Payment and the Gross-Up Payment retained by

Executive after the calculation and deduction of all Excise Taxes (including

any interest or penalties imposed with respect to such taxes) on the Payment

and all federal, state and local income tax, employment tax and Excise Tax

(including any interest or penalties imposed with respect to such taxes) on the

Gross-Up Payment provided for in this Section 3.3(a) and taking into account

any lost or reduced tax deductions on account of the Gross-Up Payment, shall be

equal to the Payment;




 




(ii)           All

determinations required to be made under this Section 3.3(a), including whether

and when the Gross-Up Payment is required and the amount of such Gross-Up

Payment, and the assumptions to be used in arriving at such determinations

shall be made by the Accountants (as defined below) which shall provide

Executive and the Company with detailed supporting calculations with respect to

such Gross-Up Payment within fifteen (15) business days of the receipt of

notice from Executive or the Company that Executive has received or will

receive a Payment.  For the purposes of

this Section 3.3(a), the “Accountants” shall mean the Company’s independent

certified public accountants serving immediately prior to the Change in Control

(as defined in Section 5.6).  In the

event that the Accountants are also serving as accountant or auditor for the

individual, entity or group effecting the Change in Control, Executive shall

appoint another nationally recognized public accounting firm to make the

determinations required hereunder (which accounting firm shall then be referred

to as the Accountants hereunder).  All

fees and expenses of the Accountants shall be borne solely by the Company.  For the purposes of determining whether any

of the Payments will be subject to the Excise Tax and the amount of such Excise

Tax, such Payments will be treated as “parachute payments” within the meaning

of 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 be

treated as subject to the Excise Tax, unless and except to the extent that in

the opinion of the Accountants such Payments (in whole or in part) either do

not constitute “parachute payments” or represent reasonable compensation for

services actually rendered (within the meaning of section 280G(b)(4) of the

Code) in excess of the “base amount,” or such “parachute payments” are

otherwise 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 applicable

marginal rate of federal income taxation for the calendar year in which the

Gross-Up Payment is to be made and to pay any applicable state and local income

taxes at the highest applicable marginal rate of taxation for the calendar year

in which the Gross-Up Payment is to be made, net of the maximum reduction in

federal income taxes which could be obtained from the deduction of such state

or local taxes if paid in such year (determined without regard to limitations

on deductions based upon the amount of Executive’s adjusted gross income), and

to have otherwise allowable deductions for federal, state and local income tax

purposes at least equal to those disallowed because of the inclusion of the

Gross-Up Payment in Executive’s adjusted gross income.  To the extent practicable, any Gross-Up

Payment with respect to any Payment shall be paid by the Company at the time

Executive is entitled to receive the Payment and in no event will any Gross-Up

Payment be paid later than five days after the receipt by Executive of the

Accountant’s determination.  Any

determination by the Accountants shall be binding upon the Company and

Executive.  As a result of uncertainty

in the application of section 4999 of the Code at the time of the initial

determination by the Accountants hereunder, it is possible that the Gross-Up

Payment made will have been an amount less than the Company should have paid

pursuant to this Section 3.3(a) (the “Underpayment”).  In the event that the Company exhausts its remedies pursuant to

Section 3.3(a)(ii) and Executive is required to make a payment of any Excise

Tax, the Underpayment shall be promptly paid by the Company to or for

Executive’s benefit; and




 




(iii)          Executive shall notify the Company in

writing of any claim by the Internal Revenue Service that, if successful, would

require the payment by the Company of the Gross-Up Payment.  Such notification shall be given as soon as

practicable after Executive is informed in writing of such claim and shall

apprise the Company of the nature of such claim and the date on which such

claim is requested to be paid. 

Executive shall not pay such claim prior to the expiration of the 30-day

period 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 any

payment of taxes, interest and/or penalties with respect to such claim is

due).  If the Company notifies Executive

in writing prior to the expiration of such period that it desires to contest

such claim, Executive shall:




 




(A)      give the Company any information

reasonably requested by the Company relating to such claim;




 




(B)        take such action in connection

with contesting such claim as the Company shall reasonably request in writing

from time to time, including, without limitation, accepting legal

representation with respect to such claim by an attorney reasonably selected by

the Company;




 




(C)        cooperate with the Company in

good faith in order to effectively contest such claim; and




 




(D)       permit the Company to participate

in 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 such

contest and shall indemnify Executive for and hold Executive harmless from, on

an after-tax basis, any Excise Tax or income tax (including interest and

penalties with respect thereto) imposed as a result of such representation and

payment of all related costs and expenses. 

Without limiting the foregoing provisions of this Section 3.3(a), the

Company shall control all proceedings taken in connection with such contest

and, at its sole option, may pursue or forgo any and all administrative

appeals, proceedings, hearings and conferences with the taxing authority in respect

of such claim and may, at its sole option, either direct Executive to pay the

tax claimed and sue for a refund or contest the claim in any permissible

manner, and Executive agrees to prosecute such contest to a determination

before any administrative tribunal, in a court of initial jurisdiction and in

one or more appellate courts, as the Company shall determine; provided,

however, that if the Company directs Executive to pay such claim and

sue for a refund, the Company shall advance the amount of such payment to

Executive, on an interest-free basis, and shall indemnify Executive for and

hold Executive harmless from, on an after-tax basis, any Excise Tax or income

tax (including interest or penalties with respect thereto) imposed with respect

to such advance or with respect to any imputed income with respect to such

advance (including as a result of any forgiveness by the Company of such

advance); provided,

further, that any extension of the statute of limitations relating

to the payment of taxes for the taxable year of Executive with respect to which

such contested amount is claimed to be due is limited solely to such contested

amount.  Furthermore, the Company’s

control of the contest shall be limited to issues with respect to which a

Gross-Up Payment would be payable hereunder and Executive shall be entitled to

settle or contest, as the case may be, any other issue raised by the Internal

Revenue Service or any other taxing authority.




 




3.4.                              Benefits.




 




(a)                                  Medical

Insurance.  The Company shall provide to Executive, Executive’s spouse and

children, such health, dental and optical insurance as the Company may from

time to time make available to its other executive employees.




 




(b)                                 Life

and Disability Insurance.  The Company shall provide Executive such disability and/or life

insurance as the Company in its sole discretion may from time to time make

available to its other executive employees.




 




(c)                                  Pension

Plans, Etc.  The Executive shall be entitled to participate in all pension,

401(k) and other employee plans and benefits established by the Company on at

least the same terms as the Company’s other executive employees.




 




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3.5.                              Method of Payment.  The monetary compensation payable and any

benefits due to Executive hereunder may be paid or provided in whole or in

part, from time to time, by the Company and/or its respective subsidiaries and

affiliates, but shall at all times remain the responsibility of the Company.




 




4.                                 POSITION

AND DUTIES




 




4.1                                 Position.  Executive shall serve as Senior Vice President & Chief Accounting

Officer or such other position or positions to which the Company, in its sole

and absolute discretion, assigns Executive.




 




4.2                                 Devotion of Time and Effort.  Executive shall use Executive’s good faith

best efforts and judgment in performing Executive’s duties as required

hereunder and to act in the best interests of the Company.  Executive shall devote such time, attention

and energies to the business of the Company as are reasonably necessary to

satisfy Executive’s required responsibilities and duties hereunder.




 




4.3                                 Other Activities.  Executive may engage in other activities for

Executive’s own account while employed hereunder, including without limitation

charitable, community and other business activities, provided that such other

activities do not materially interfere with the performance of Executive’s

duties hereunder.




 




4.4                                 Vacation.  It is understood and agreed that Executive shall be entitled to

three (3) weeks vacation per year. 

During such vacation periods, Executive shall not be relieved of

Executive’s duties under this Agreement and there will be no abatement or

reduction of Executive’s compensation hereunder.




 




4.5                                 Business Expenses.  The Company shall promptly, but in no event

later than thirty days after submission of a claim of expenditure, reimburse

Executive for all reasonable business expenses including, without limitation,

business seminar fees, professional association dues, bar dues and other

reasonable entertainment expenses which have been given approval in advance and

are incurred by Executive in connection with the business of the Company and/or

its respective subsidiaries and affiliates, upon presentation to the Company of

written receipts for such expenses. 

Such reimbursement shall also include, but not be limited to, reimbursement

for all reasonable travel expenses, including all airfare, hotel and rental car

expenses, incurred by Executive in traveling in connection with the business of

the Company.




 




4.6                                 Company’s Obligations.  The Company shall provide Executive with any

and all necessary or appropriate current financial information and access to

current information and records regarding all material transactions involving

the Company and/or its representative subsidiaries and affiliates, including

but not limited to acquisition of assets, personnel contracts, dispositions of

assets, service agreements and registration statements or other state or

federal filings or disclosures, reasonably necessary for Executive to carry out

Executive’s duties and responsibilities hereunder.  In addition, the Company agrees to provide Executive, as a

condition to Executive’s services hereunder, such staff, equipment and office

space as is reasonably necessary for Executive to perform Executive’s duties

hereunder.




 




5.                                      TERMINATION




 




5.1.                         By the Company Without Cause.  The Company may terminate this Agreement

without “cause” (as hereinafter defined) at any time following the Effective

Date, provided that the Company first delivers to Executive the Company’s

written election to terminate this Agreement at least 90 days prior to the

effective date of termination.




 




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5.2.                              Severance Payment




 




(a)                                  Amount.  In the event the Company terminates Executive’s services

hereunder pursuant to Section 5.1, or Executive terminates his employment

hereunder pursuant to Section 5.4 or 5.6, Executive shall continue to

render services to the Company pursuant to this Agreement until the date of

termination and shall continue to receive compensation, as provided hereunder,

through the termination date.  In

addition to other compensation payable to Executive for services rendered

through the termination date, the Company shall pay Executive no later than the

date of such termination, as a single severance payment, an amount equal to the

sum of: (i) three times Executive’s average annual Base Compensation, paid

hereunder for the preceding twenty-four month period (or, if Executive has been

employed less than twenty-four months, the average annual Base Compensation for

the period employed) plus (ii) an amount equal to three times Executive’s most

recent annual bonus from the Company (collectively, the “Severance

Amount”).  In addition to payment of the

Severance Amount, any unvested stock options or restricted stock held by

Executive shall become fully vested as of the date of termination.




 




(b)                                 Benefits.  In the event Executive’s employment hereunder is terminated by

the Company without cause pursuant to Section 5.1 or by Executive pursuant to

Section 5.4 or 5.6, then in addition to paying Executive the Severance Amount

and providing for the full vesting of unvested stock options or restricted

stock held by Executive, the Company shall pay the COBRA premium for health

care coverage for Executive and Executive’s spouse and children, as applicable

and to the extent eligible, for the lesser of 18 months commencing on the date

of such termination (the “Severance Benefits”) or the date on which Executive

becomes eligible for health care coverage under the plan of any other employer.




 




(c)                                  To be eligible to receive any

payments under this Section 5.2, Executive must execute and deliver (and

not revoke, if revocation period is required by law) a release of claims in a

form acceptable to the Company.




 




5.3.                              By The Company For Cause.  The Company may terminate Executive for

cause at any time, upon written notice to Executive.  For purposes of this Agreement, “cause” shall mean:




 




(a)                                  Executive’s conviction for

commission of a felony or a crime involving moral turpitude;




 




(b)                                 Executive’s willful commission of

any 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 continued

failure to substantially perform Executive’s duties hereunder (other than such

failure resulting from Executive’s incapacity due to physical or mental

illness), which failure is not remedied within a reasonable time after written

demand for substantial performance is delivered by the Company which

specifically identifies the manner in which the Company believes that Executive

has not substantially performed Executive’s duties; or




 




(d)                                 Executive’s death or Disability

(as hereinafter defined).




 




For purposes of this Section 5.3, no act, or

failure to act, on Executive’s part shall be deemed “willful” unless done, or

omitted to be done, by Executive not in good faith.  In the event Executive is terminated for cause pursuant to this

Section 5.3, Executive shall 




 




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have the right to receive Executive’s compensation

as otherwise provided under this Agreement through the effective date of

termination.  Executive shall have no

further right to receive compensation or other consideration from the Company,

or have any other remedy whatsoever against the Company, as a result of this

Agreement or the termination of Executive pursuant to this Section 5.3, except

as set forth below with respect to a termination due to Executive’s Disability.




In the event Executive is terminated by reason of

Executive’s death or Disability, the Company shall immediately pay Executive

(or his estate) the Severance Amount and shall pay the COBRA premium for health

care coverage for Executive’s spouse and children, as applicable and to the

extent eligible, for a period of 18 months commencing on the date of such

termination.  Said payments shall be in

addition to any disability insurance payments to which Executive is otherwise

entitled and any other compensation earned by Executive hereunder.  In addition, any unvested stock options or

restricted stock held by Executive shall become fully vested as of the date of

termination.  For purposes of this

Agreement, the term “Disability” shall mean a physical or mental incapacity as

a result of which Executive becomes unable to continue the proper performance

of Executive’s duties hereunder for six consecutive calendar months or for

shorter periods aggregating 180 business days in any 12 month period, but only

to the extent that such definition does not violate the Americans with

Disabilities Act.




 




5.4.                              By Executive For Good Reason.  Executive may terminate this Agreement for

good reason upon at least 10 days prior written notice to the Company.  For purposes of this Agreement, “good

reason” shall mean:




 




(a)                                  the Company’s material breach of

any of its respective obligations hereunder and either such breach is incurable

or, if curable, has not been cured within fifteen (15) days following receipt

of written notice by Executive to the Company of such breach by the Company;




 




In the event that Executive terminates this

Agreement for good reason pursuant to this Section 5.4, Executive shall have

the right to receive Executive’s compensation as provided hereunder through the

effective date of termination and shall also have the same rights and remedies

against the Company as Executive would have had if the Company had terminated

Executive’s employment without cause pursuant to Section 5.1 (including the

right to receive the Severance Amount payable and the Severance Benefits to be

provided under Section 5.2).




 




5.5.                              Executive’s Voluntary Termination.  Executive may, at any time, terminate this

Agreement without good reason upon written notice delivered to the Company at

least ninety (90) days prior to the effective date of termination.  In the event of such voluntary termination

of this Agreement by Executive:  (i)

Executive shall have the right to receive Executive’s compensation as provided

hereunder through the effective date of termination, and (ii) the Company,

on the one hand, and Executive, on the other hand, shall not have any further

right or remedy against one another except as provided in Sections 6 and 7

hereof which shall remain in full force and effect.




 




5.6.                              Change in Control.  Executive may terminate this Agreement, upon

at least ten (10) days’ prior written notice to the Company, at any time within

twelve (12) months after a “change in control” (as hereinafter defined) of the

Company.  In the event Executive

terminates this Agreement within twelve (12) months after a change in control

pursuant to this Section 5.6, (i) Executive shall continue to render

services pursuant hereto and shall continue to receive compensation, as

provided hereunder, through the termination date, (ii) the Company shall

pay Executive no later than the date of such termination, as a single severance

payment, an amount equal to the Severance Amount, and (iii) following such

termination, 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 the

occurrence of any of the following events:




 




(a)                            the individuals constituting the

Board as of the Effective Date (the “Incumbent Board”) cease for any reason to

constitute at least two-thirds (2/3rds) of the Board; provided, however, that

if the election, or nomination for election by the Company’s stockholders, of

any new director was approved by a vote of at least two-thirds (2/3rds) of the

Incumbent Board, such new director shall be considered a member of the

Incumbent Board;




 




(b)                           an acquisition of any voting

securities of the Company (the “Voting Securities”) by any “person” (as the

term “person” is used for purposes of Section 13(d) or Section 14(d) of the

Securities Exchange Act of 1934, as amended (the “1934 Act”)) immediately after

which such person has “beneficial ownership” (within the meaning of

Rule 13d–3 promulgated under the 1934 Act) (“Beneficial Ownership”)

of 20% or more of the combined voting power of the Company’s then outstanding

Voting Securities; or




 




(c)                            approval by the stockholders of

the Company of:




 




(i)                                          a merger, consolidation, share exchange or

reorganization involving the Company, unless




 




(A)                the stockholders of the Company,

immediately before such merger, consolidation, share exchange or

reorganization, own, directly or indirectly immediately following such merger,

consolidation, share exchange or reorganization, at least 80% of the combined

voting power of the outstanding voting securities of the corporation that is

the successor in such merger, consolidation, share exchange or reorganization

(the “Surviving Company”) in substantially the same proportion as their

ownership of the Voting Securities immediately before such merger,

consolidation, share exchange or reorganization; and




 




(B)                  the individuals who were members

of the Incumbent Board immediately prior to the execution of the agreement

providing for such merger, consolidation, share exchange or reorganization

constitute at least two-thirds (2/3rds) of the members of the board of

directors of the Surviving Company;




 




(ii)                                         a

complete liquidation or dissolution of the Company; or




 




(iii)                                       an agreement for

the sale or other disposition of all or substantially all of the assets of the

Company.




 




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(d)                                 any

Person is or becomes the Beneficial Owner of securities of the Company representing ten percent (10%) or

more of the combined voting power of the 


Company’s then outstanding securities and (A) the identity of the Chief

Executive Officer of the Company  is

changed during the period beginning sixty (60) days before the attainment of

the ten percent (10%) beneficial ownership and ending two (2) years thereafter,

or (B) individuals constituting at least one-third (1/3) of the members of

the Board at the beginning of such period shall leave the Board during the

period beginning sixty (60) days before the attainment of the ten percent (10%)

beneficial ownership and ending two (2) years thereafter.




 




6.                                      CONFIDENTIALITY




 




During

the term of Executive’s employment under this Agreement, Executive will have

access to and become acquainted with various information relating to the Company’s

business operations, marketing data, business plans, strategies, employees,

contracts, financial records and accounts, projections and budgets, and similar

information.  Executive agrees that to

the extent such information is not generally available to the public and gives

the Company an advantage over competitors who do not know of or use such

information, such information and documents constitute “trade secrets” of the

Company.  Executive further agrees that

all such information and documents relating to the business of the Company,

whether they are prepared by Executive or come into Executive’s possession in

any other way, are owned by the Company and shall remain the exclusive property

of the Company.   Executive shall not

misuse, misappropriate or disclose any trade secrets of the Company, directly

or indirectly, or use them for Executive’s own benefit, either during the term

of this Agreement or at any time thereafter, except as may be necessary or

appropriate in the course of Executive’s employment with the Company, unless

such action is either previously agreed to in writing by the Company or

required by law.




 




7.                                      NON-SOLICITATION




 




For

a period of one (1) year following the date Executive’s employment hereunder is

terminated, Executive shall not solicit or induce any of the Company’s

employees, agents or independent contractors to end their relationship with the

Company, or recruit, hire or otherwise induce any such person to perform

services for Executive, or any other person, firm or company.




 




8.             ARBITRATION

AGREEMENT




 




8.1.                        In the event of any issue or

dispute 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 of

the California Labor Commissioner), the matter shall be submitted to and

resolved by final and binding arbitration as provided for by the California

Arbitration Act, California Code of Civil Procedure, Section 1280, et. seq.  Mandatory arbitration will not preclude

Executive from filing an administrative charge or complaint of discrimination

or harassment with either the Equal Employment Opportunity Commission or the

California Department of Fair Employment and Housing.  Except as provided in this section, arbitration shall be the exclusive method for resolving any employment related

dispute, and both the Company, and the Executive are giving up any right that

they might otherwise have to have a judge or jury decide any such employment

related 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 claims

which are to be arbitrated under this Agreement include, but are not limited

to, tort claims, bad faith claims, contract claims, wage claims, benefit

claims, 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 connection

with the employment relationship with the Company, the termination of that

relationship, and/or post-employment retaliation and defamation (including but

not limited to any claims for wrongful discharge or breach of the covenant of

good faith and fair dealing), any and all federal and state civil rights laws,

ordinances, regulations or orders, based on charges of discrimination or

harassment 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 of

the Civil Rights Act of 1964, as amended, 42 USC Section 2000, et  seq.;

Americans with Disabilities Act; Civil Rights Act of 1866, and Civil Rights Act

of 1991; 42 USC Section 1981, et  seq.; Age Discrimination in

Employment Act, as amended, 29 USC Section 621, et  seq.; Equal

Pay Act, as amended, 29 USC Section 206(d); regulations of the Office of

Federal Contract Compliance, 41 CFR Section 60, et  seq.; and the

California Fair Employment and Housing Act, California Government Code Section

12940, et  seq.).




 




8.3.                              If the

Executive or the Company does not make a written request for arbitration within

the limitations period applicable to a claim under applicable federal or state

law, that party will have waived its right to raise that claim, in any forum,

arising out of that issue or dispute.




 




8.4.                              The Executive

and the Company will select an arbitrator by mutual agreement.  If the Executive and the Company are unable

to agree on a neutral arbitrator, either party may elect to obtain a list of

arbitrators from the Alternative Dispute Resolution Service.  The Executive and the Company will

alternately strike names from the list, with the Executive striking the first

name, until only one name remains.  The

remaining person shall be the arbitrator.




 




8.5.                              Arbitration

proceedings will be held in California at a location mutually convenient to the

Executive and the Company.




 




8.6.                              The parties

retain the rights to conduct all discovery as provided for in the California

Code of Civil Procedure, and the arbitrator shall have the power to decide any

discovery disputes between the parties.




 




8.7.                              The arbitrator

shall entertain motions by either party for summary disposition as provided for

by applicable state law.




 




8.8.                              The arbitrator

shall conduct a hearing in a manner to be mutually agreed upon by the Executive

and the Company, or by the arbitrator if the parties cannot agree, provided,

however, that the parties shall have the opportunity to call witnesses under

oath, 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 the

arbitrator, the arbitrator shall issue a written opinion and award which shall

be signed and dated.  The arbitrator’s

award shall decide all issues submitted by the parties, and the arbitrator may

not decide any issue not submitted.  The

arbitrator shall be permitted to award only those remedies in law or equity

which are requested by the parties and allowed by law.




 




8.10                           The cost of the

arbitrator and other incidental costs of arbitration, including the cost of a

court reporter, shall be equally shared between the Executive and the Company,

unless the arbitrator determines that this would cause an undue hardship to the

Executive, in which case the entire cost shall be borne by the Company.  The Executive and the Company shall each

bear their own costs for legal representation in any arbitration 




 




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proceeding, provided

however, that the arbitrator shall have the authority to require either party

to pay the fee for the other party’s representation during the arbitration, as

is otherwise permitted under federal or state law, as a part of any remedy that

may be ordered.




 




9.                                      INDEMNIFICATION




 




To

the fullest extent permitted under applicable law, the Company shall indemnify,

defend and hold Executive harmless from and against any and all causes of

action, claims, demands, liabilities, damages, costs and expenses of any nature

whatsoever (collectively, “Damages”) directly or indirectly arising out of or

relating to Executive discharging Executive’s duties hereunder on behalf of the

Company and/or its respective subsidiaries and affiliates, so long as Executive

acted in good faith within the course and scope of Executive’s duties with respect

to the matter giving rise to the claim or Damages for which Executive seeks

indemnification.




 




10.                               GENERAL

PROVISIONS




 




10.1.                        Assignment; Binding Effect.  Neither the Company or Executive may assign,

delegate or otherwise transfer this Agreement or any of their respective rights

or obligations hereunder without the prior written consent of the other

party.  Any attempted prohibited

assignment or delegation shall be void. 

This Agreement shall be binding upon and inure to the benefit of any

permitted 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 are

required or may be given under this Agreement shall be in writing and shall be

deemed to have been duly given when received if personally delivered; when

transmitted if transmitted by telecopy, electronic or digital transmission

method with electronic confirmation of receipt; the day after it is sent, if

sent for next-day delivery to a domestic address by recognized overnight

delivery service (e.g.,  FedEx); and

upon receipt, if sent by certified or registered mail, return receipt

requested.  In each case notice shall be

sent 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 its

address for the purpose of this Section 10.2 by giving the other party

written notice of its new address in the manner set forth above.




 




10.3.                        Entire Agreement.  This Agreement constitutes the entire

agreement 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 instrument

executed by the parties hereto, or, in the case of a waiver, by the party

waiving compliance.  Any waiver by any 




 




10





























 




 




party in

any one or more instances of any term or covenant contained in this Agreement

shall neither be deemed to be nor construed as a further or continuing waiver

of any such term or covenant of this Agreement.




 




10.5.                        Provisions Severable.  In case any one or more provisions of this

Agreement shall be invalid, illegal or unenforceable, in any respect, the

validity, legality and enforceability of the remaining provisions contained

herein shall not, in any way, be affected or impaired thereby.  If any provision hereof is determined by any

court of competent jurisdiction to be invalid or unenforceable by reason of

such provision extending the covenants and agreements contained herein for too

great a period of time or over too great a geographical area, or being too

extensive in any other respect, such provision shall be interpreted to extend

only over the maximum period of time and geographical area, and to the maximum

extent in all other respects, as to which it is valid and enforceable, all as

determined by such court in such action.




 




10.6.                        Attorney’s Fees.  If any legal action, arbitration or other

proceeding, is brought for the enforcement of this Agreement, or because of an

alleged dispute, breach or default in connection with any of the provisions of

this Agreement, each of the parties hereto shall be responsible for payment of

any attorneys’ fees and other costs incurred by them in that action or proceeding,

without regard to whomever is the prevailing party in such action or

proceeding.




 




10.7.                        Governing Law.  This Agreement shall be construed, performed and enforced in

accordance with, and governed by the laws of the State of California without

giving effect to the principles of conflict of laws thereof.




 




10.8.                        Counterparts.  This Agreement may be executed in one or more counterparts, each

of which shall be deemed an original, but all of which shall constitute the

same instrument.




 




 




11





























 




IN WITNESS WHEREOF, the

parties hereto have executed this Agreement effective as of the date first

written 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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