exv10w49



 




EXHIBIT 10.49


CONFIDENTIAL RESIGNATION AGREEMENT

AND GENERAL RELEASE




     THIS CONFIDENTIAL RESIGNATION AGREEMENT AND GENERAL RELEASE (this “Agreement”) is entered into
as of March 4, 2005 (the “Date of this Agreement”), by and between Arden Realty, Inc., a Maryland
corporation (“Employer” or the “Company”) and Arden Realty Limited Partnership (the “Partnership”),
on the one hand, and Andrew J. Sobel, an individual (“Employee”), on the other hand.



RECITALS




     WHEREAS, Employee is employed by the Company pursuant to that certain employment agreement
dated as of March 29, 2002 (the “Employment Agreement”);



     WHEREAS, Employee and the Company have agreed to terminate Employee’s employment and the
Employment Agreement;



     WHEREAS, Employee has executed a promissory note in favor of the Partnership, dated as of
September 28, 2001, in the amount of $222,369.00 (the “Partnership Note”);



     WHEREAS, Employee has executed a promissory note in favor of Employer, dated as of February
18, 2002, in the amount of $194,936.00 (the “Employer Note”);



     WHEREAS, Employee, the Company and the Partnership (collectively the “Parties”) are parties to
Incentive Stock Option Agreements dated as of January 28, 2003 with respect to 40,200 shares of the
Common Stock of the Company with an option price of $20.81 (the “Option Agreement”);



     WHEREAS, the Parties are parties to Restricted Stock Agreements dated as of July 27, 2000 (as
amended by the January 1, 2002 Amendment to Restricted Stock Agreement) for 100,000 shares of the
Common Stock of the Company; December 13, 2000 (as amended by January 1, 2002 Amendment to
Restricted Stock Agreement) for 10,000 shares of the Common Stock of the Company; July 2, 2001 (as
amended by the January 1, 2002 Amendment to Restricted Stock Agreement) for 10,500 shares of the
Common Stock of the Company; February 28, 2002 for 25,000 shares of the Common Stock of the
Company; January 28, 2003 for 5,000 shares of the Common Stock of the Company; January 28, 2003 for
7,000 shares of the Common Stock of the Company; and August 13, 2003 for 20,482 shares of the
Common Stock of the Company (collectively the “Restricted Stock Agreements”).



     WHEREAS, the Parties wish to specify the terms of the separation of employment and resolve any
outstanding disputes or issues between them.



      



      



      



AGREEMENT




     NOW THEREFORE, in consideration of the representations and agreements contained herein, and of
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be bound hereby, Employer and Employee hereby agree to terminate
their employment relationship on the following basis:



     1.     Termination of the Employment Agreement. The Employment Agreement and
each parties rights thereunder are hereby terminated, except that sections 6, 8, and 9 (excluding
subpart 9.8) shall survive termination of the Employment Agreement.



 









 





     2.     Employment and Resignation. Employee shall continue to be employed by
the Company through February 28, 2005, and Employee hereby resigns his employment effective as of
that date (the “Resignation Date”). Through February 28, 2005, Employee’s employment may only be
terminated by the Company for “Cause” as defined in Section 5.3 of the Employment Agreement.
Employee shall continue to receive Base Compensation at the annual rate in effect as of December 1,
2004 through the Resignation Date. Employee shall also continue to receive benefits in accordance
with the terms of the Company’s benefit plans, as they may be in effect from time to time through
the Date of Resignation. However, Employee understands and agrees that he shall not be eligible
for any bonus under any bonus plan in 2005. Employee shall receive a bonus of $314,470.00 for the
second half of 2004 in accordance with the Arden Realty Incentive Compensation Plan, and shall be
paid such bonus at the time it is paid to other eligible bonus plan participants. Employee shall
be paid any deferred compensation due to Employee within thirty (30) days of the Resignation Date.
On the Resignation Date, Employee will be paid any accrued, unused vacation time. Employee
understands and agrees that he is giving up any right or claim to future employment with Employer
and any compensation or benefit of such employment, except for compensation and/or benefits
provided for in this Agreement. Employee acknowledges that he has received all compensation and
benefits due to him through the Resignation Date.



     3.     Severance. Provided that Employee timely delivers and does not revoke an
executed copy of this Agreement to Terry L. Elzinga, Vice President — Administration & Human
Resources of Employer, Employer will provide the following severance benefits to Employee:



          (a)     Employer will pay Employee: (i) $854,992.00, an amount equal to two times
Employee’s annual Base Compensation; (ii) $430,000.00, representing Employee’s past bonus; and
(iii) an amount equal to 16,080 times the product of the average closing price of the Company’s
stock for the ten (10) day period ending on the Resignation Date less $20.81 (collectively, the
“Severance Payment”). The Severance Payment shall be made in a single lump sum on the first
business day following the expiration of the seven (7) day revocation period of the General
Release. The Severance Payment shall be subject to withholding in accordance with applicable law.



          (b)     Provided that Employee elects to continue his healthcare coverage under COBRA,
the Company shall pay to Employee an amount equal to his COBRA premium for Employee and his family
for the period during which Employee remains a consultant to the Company and is eligible to
continue his healthcare benefits under COBRA or such earlier date as the Parties agree to terminate
such payments.



     The severance benefits provided for in this Section 3 shall be in lieu of any other payments
or benefits conferred upon the termination of Employee’s employment, including without limitation
any payments or benefits included in Section 5 of the Employment Agreement.



     4.     Future Consulting. Employee and Employer will execute the form of
consulting agreement attached hereto as Exhibit A (the “Consulting Agreement”) concurrently with
this Agreement. The Consulting Agreement shall not be effective unless and until the first
business day following the execution of the seven (7) day revocation period set forth in Section
8(c).



     5.     Other Agreements. Except for the amendments to the Restricted Stock
Agreements set forth below, this Agreement shall not modify Employee’s rights under any option or
restricted stock agreement, including without limitation, the Option Agreement, which may be
enforced in accordance with their terms. With respect to the Restricted Stock Agreement of July
27, 2000 (as amended by the January 1, 2002 Amendment to Restricted Stock Agreement) for 100,000
shares of common stock of the Company, on February 28, 2005, Employee shall forfeit 7,996 shares,
and the remaining unreleased shares shall be released on the anniversaries of the grant dates set
forth in the table below, provided that Employee remains a consultant to the Company as of such
dates. With respect to the Restricted Stock Agreement of December 13, 2000, for 10,000 shares of
Common Stock of the Company, as of February 28, 2005, Employee shall forfeit 5,333 shares, and
there shall be no remaining unreleased shares. With respect to the Restricted Stock Agreements of
July 2, 2001, for 10,500 shares of the Common Stock of the Company, the Restricted Stock Agreement
of February 28, 2002, for 25,000 shares of the Common Stock of the Company, the Restricted Stock
Agreement of January 28, 2003 for 7,000 shares of Common Stock of the Company, the Restricted Stock
Agreement of January 28, 2003 for 5,000 shares of the Common Stock of the Company, and the
Restricted Stock Agreement of August 13, 2003, for 20,482 shares of the Common Stock of the
Company, the



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unreleased shares as of February 28, 2005 shall be released on the anniversaries of the grant
dates set forth in the table below, provided that Employee remains a consultant to the Company as
of such dates.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grant	 	Unreleased	 	 	 	 	 	 	 	 	 	 
	Date	 	Shares	 	2005	 	2006	 	2007	 	2008	 	Total
	July 27, 2000
	 	42,005      
	 	14,002      
	 	14,002      
	 	14,002      
	 	-            
	 	42,005      
	July 2, 2001
	 	7,350      
	 	2,450      
	 	2,450      
	 	2,450      
	 	-            
	 	7,350      
	February 28, 2002
	 	17,500      
	 	-            
	 	5,833      
	 	5,833      
	 	5,833      
	 	17,500      
	January 28, 2003
	 	4,200      
	 	-            
	 	1,400      
	 	1,400      
	 	1,400      
	 	4,200      
	January 28, 2003
	 	5,000      
	 	-            
	 	1,667      
	 	1,667      
	 	1,667      
	 	5,000      
	August 13, 2003
	 	15,362      
	 	5,121      
	 	5,121      
	 	5,121      
	 	 	 	15,362      
	
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	
	 	91,417      
	 	21,572      
	 	30,472      
	 	30,472      
	 	8,900      
	 	91,417      
	
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





Except as set forth in this Section 5, nothing contained in this Agreement shall modify,
supplement, replace or otherwise amend the Restricted Stock Agreements. The Partnership Note and
the Company Note shall continue in full force and effect in accordance with their terms.




     6.     Return of Company Property. Employee will return to the Employer all
files, records, credit cards, keys, equipment (except the notebook computer and office furniture
used by Employee), and any other property of Employer or documents maintained by him for Employer’s
use or benefit (except such documents that the Company agrees that Employee may retain while
providing post-employment consulting services), on or before the Resignation Date.



     7.     Confidentiality. The Parties acknowledge that this Agreement and all
matters relating to or leading up to the negotiation and effectuation of this Agreement are
confidential and shall not be disclosed to any third party except as follows: the Company may
disclose the terms of this Agreement to Company employees with a business purpose for receiving
such information; the Parties may disclose the terms of the Agreement to their respective legal,
accounting and tax advisors to the extent necessary for them to perform services; and the Parties
may disclose the terms of this Agreement to the Internal Revenue Service and the California
Franchise Tax Board as required by law, rule or regulation, or as otherwise required by law or
necessary to enforce the terms of this Agreement. If any disclosure is made as permitted by this
paragraph other than to governmental authorities as required by law, then such persons or entities
shall be cautioned about the confidentiality obligations imposed by this Agreement.



     8.     General Release by Employee.



          (a)     Release of Claims. Employee does hereby for himself and his respective
heirs, successors and assigns, release, acquit and forever discharge Employer, the Partnership, and
their respective parents, subsidiaries and affiliates and each of their partners, shareholders,
officers, directors, managers, employees, agents, representatives, related entities, successors and
assigns, and all persons acting by, through or in concert with them (the “Company Releasees”) of
and from any and all claims, actions, charges, complaints, causes of action, rights, demands,
debts, damages, or accountings of whatever nature, known or unknown which either may have against
the other based on any actions or events which occurred prior to the Date of this Agreement,
including, but not limited to, those related to, or arising from, Employee’s employment with
Employer or the termination thereof, including, without limitation, any claims under Title VII of
the Civil Rights Act of 1964, the Federal Age Discrimination and Employment Act, the Americans with
Disabilities Act and the California Fair Employment and Housing Act.



          (b)     Release of Unknown Claims. In addition, Employee expressly waives all
rights under Section 1542 of the Civil Code of the State of California, which reads as follows:



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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN

BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.




          (c)     Older Worker’s Benefit Protection Act. Employee agrees and expressly
acknowledges that this Agreement includes a waiver and release of all claims which Employee has or
may have under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621,
et seq. (“ADEA”). The following terms and conditions apply to and are part of the
waiver and release of the ADEA claims under this Agreement:



               (i)     That this paragraph, and this Agreement are written in a manner calculated to be
understood by Employee.



               (ii)     The waiver and release of claims under the ADEA contained in this Agreement do
not cover rights or claims that may arise after the date on which Employee signs this Agreement.



               (iii)     This Agreement provides for consideration in addition to anything of value to
which Employee is already entitled.



               (iv)     Employee is advised to consult an attorney before signing this Agreement.



               (v)     Employee is granted twenty-one (21) days after Employee is presented with this
Agreement to decide whether or not to sign this Agreement. If Employee executes this Agreement
prior to the expiration of such period, Employee does so voluntarily and after having had the
opportunity to consult with an attorney.



               (vi)     Employee will have the right to revoke this Agreement within seven (7) days of
signing this Agreement. In the event this Agreement is revoked, this Agreement will be null and
void in its entirety, and Employee will not receive the Severance payment and benefits described in
Section 3 above.



               (vii)     If after executing this Agreement, Employee wishes to revoke this Agreement,
he or she shall deliver written notice stating his intent to revoke this Agreement to Terry Elzinga
on or before 5:00 p.m. on the Seventh (7th) Day after the Agreement Date.



          (d)     No Assignment of Claims. Employee represents and warrants to the
Company Releasees that there has been no assignment or other transfer of any interest in any Claim
which Employee may have against the Company Releasees, or any of them, and Employee agrees to
indemnify and hold the Company Releasees harmless from any liability, claims, demands, damages,
costs, expenses and attorneys’ fees incurred as a result of any person asserting any such
assignment or transfer of any rights or Claims if Employee has made such assignment or transfer
from such party.



          (e)     No Suits or Actions. Employee represents and warrants to the Company
that there have been no claims, suits, actions, complaints, or charges filed by him against the
Company. Employee agrees that if he hereafter commences, joins in, or in any manner seeks relief
through any suit arising out of, based upon, or relating to any of the Claims released hereunder,
or in any manner asserts against the Company Releasees any of the Claims released hereunder,
including without limitation through any motion to reconsider, reopen or appeal the dismissal of
the Action, then he will pay to the Company Releasees against whom such claim(s) is asserted, in
addition to any other damages caused thereby, all outside attorneys’ fees incurred by such Company
Releasees in defending or otherwise responding to said suit or Claim. Provided however, that the
requirement that Employee pay the



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Company Releasees outside attorneys’ fees shall not be applicable to a claim or portion of a
claim that the release is not valid under the Older Workers Benefit Protection Act, or any claim
asserted under the Age Discrimination in Employment Act.



          (f)     No Admission. Employee further understands and agrees that neither the
payment of money nor the execution of this Release shall constitute or be construed as an admission
of any liability whatsoever by the Company Releasees.



     9.     General Release by Employer.



          (a)     Release of Claims. Employer and Partnership do hereby for themselves
and their respective successors and assigns (collectively the “Employer Releasors), releases,
acquits and forever discharges Employee and his heirs, estates, successors and assigns, and all
persons acting by, through or in concert with them (the “Employee Releasees”) of and from any and
all claims, actions, charges, complaints, causes of action, rights, demands, debts, damages, or
accountings of whatever nature, known or unknown which either may have against the other based on
any actions or events which occurred prior to the effective date of this Agreement, including, but
not limited to, those related to, or arising from, Employee’s employment with Employer or the
termination thereof.



          (b)     Release of Unknown Claims. In addition, the Employer Releasors
expressly waive all rights under Section 1542 of the Civil Code of the State of California, which
reads as follows:



A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR

SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN

BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.




          (c)     No Assignment of Claims. The Employer Releasors represent and warrant
to the Employee Releasees that there has been no assignment or other transfer of any interest in
any Claim which the Employer Releasors may have against the Employee Releasees, or any of them, and
the Employer Releasors agree to indemnify and hold the Employee Releasees harmless from any
liability, claims, demands, damages, costs, expenses and outside attorneys’ fees incurred as a
result of any person asserting any such assignment or transfer of any rights or Claims if the
Employer Releasors have made such assignment or transfer from such party.



          (d)     No Suits or Actions. The Employer Releasors agree that if they
hereafter commence, join in, or in any manner seek relief through any suit arising out of, based
upon, or relating to any of the Claims released hereunder, or in any manner asserts against the
Employee Releasees any of the Claims released hereunder, including without limitation through any
motion to reconsider, reopen or appeal the dismissal of the Action, then they will pay to the
Employee Releasees against whom such claim(s) is asserted, in addition to any other damages caused
thereby, all outside attorneys’ fees incurred by such Employee Releasees in defending or otherwise
responding to said suit or Claim.



          (e)     No Admission. The Employer Releasors further understands and agrees
that neither the payment of money nor the execution of this Release shall constitute or be
construed as an admission of any liability whatsoever by the Employee Releasees.



     10.     Entire Agreement/No Oral Modification. This Agreement contains all of
the terms, promises, representations, and understandings made between Employer and Employee and
supersedes any previous representations, understandings, or agreements between Employer and
Employee except as expressly stated otherwise herein. This Agreement may not be modified other
than with a writing executed by both parties and stating an intent to modify this agreement.



     11.     Governing Law. This Agreement shall be governed by the laws of the
State of California, without regard for conflict of law principles.



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     12.     Arbitration; Waiver of Jury Trial. Except for claims for emergency
equitable or injunctive relief which cannot be timely addressed through arbitration, the parties
hereby agree to submit any claim or dispute arising out of the terms of this Agreement or the
Exhibits hereto, including, without limitation, claims regarding confidentiality under Section 7 of
this Agreement and/or any dispute arising out of or relating to Employee’s employment with the
Company in any way, to private and confidential arbitration by a single neutral arbitrator through
JAMS. All arbitration proceedings shall be governed by the then current JAMS rules governing
employment disputes, and shall take place in Los Angeles, California. The decision of the
arbitrator shall be rendered in writing and shall be final and binding on all parties to this
Agreement. Judgment thereon may be entered in any court having jurisdiction. The Company shall
advance the arbitrator’s fee and all costs of services provided by the arbitrator and arbitration
organization; however, all reasonable costs of the arbitration proceeding or litigation to enforce
this Agreement, including outside attorneys’ fees and reasonable witness expenses, may be awarded
in accordance with applicable law. Except for claims for emergency equitable or injunctive relief
which cannot be timely addressed through arbitration, this arbitration procedure is intended to be
the exclusive method of resolving any claim relating to the obligations set forth in this
Agreement. Employee hereby waives any right to a jury trial on any dispute or claim covered by
this paragraph.



     13.     Obligations of the Partnership and the Employer. Where this Agreement
identifies the Partnership or the Employer as undertaking an obligation, the other shall not be
liable for any breach by that entity.



     14.     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.



IN WITNESS WHEREOF, this Agreement is executed by the parties set forth below.




	 	 	 
	EMPLOYER

	 	EMPLOYEE
	 
	 	 
	Arden Realty, Inc.

	 	Andrew J. Sobel,
	a Maryland corporation

	 	an individual
	 
	 	 
	By:   /s/
Victor J. Coleman

	 	By:   /s/ Andrew J.
Sobel
	 

	 	 
	 
	 	 
	Date:   March 4, 2005

	 	Date:   March 4, 2005
	 

	 	 
	 
	 	 
	PARTNERSHIP
	 	 
	 
	 	 
	Arden Realty Limited Partnership
	 	 
	 
	 	 
	By:   /s/
Victor J. Coleman
	 	 
	 
	 	 
	 
	 	 
	Date:   March 4, 2005
	 	 
	 
	 	 





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EXHIBIT A




CONSULTING AGREEMENT



THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of March 4, 2005 between Arden
Realty, Inc. (“Arden” or the “Company”) and Andrew J. Sobel (the “Consultant”).




RECITALS




     Arden is in the business of acquiring, developing, renovating, leasing and managing commercial
properties located in California.



     Arden desires to retain the services of the Consultant and the Consultant desires to provide
consulting services to Arden, upon the terms and subject to the conditions set forth in this
Agreement.



AGREEMENT



NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this
Agreement, Arden and the Consultant hereby agree as follows:




     1.     Retention as Consultant. 



          (a)     Subject to the terms and conditions contained in this Agreement, Arden hereby
retains the Consultant as a consultant, and the Consultant hereby agrees to render consulting
services to Arden until the date the consultant’s services are terminated pursuant to Section 2 of
this Agreement. During the term of this Agreement, the Consultant shall perform such services as
may be determined by Victor Coleman or Richard Ziman. Victor Coleman or Richard Ziman will
coordinate the consulting work on behalf of Arden. Consultant may consult from time to time by
telephone, at reasonable hours with Arden’s officers or employees with respect to such business
matters. Consultant’s role shall be to provide advice and information, and to participate in
meetings and discussions concerning the Company’s business operations and planning. Work sites
will be mutually determined by Arden and Consultant.



          (b)     The Consultant is not and shall not be an employee of Arden but is and shall be
an independent contractor who, subject to the terms hereof, shall have sole control of the manner
and means of performing his obligations under this Agreement. The Consultant shall not have, nor
shall the Consultant claim, suggest or imply that the Consultant has, any right, power or authority
to enter into any contract or obligation on behalf of, or binding upon, Arden or any of its
representatives. The Consultant may engage in other activities as an employee of or consultant to
other parties, which do not prohibit or impair the performance of the Consultant’s terms of the
obligations under the Agreement.



     2.     Term. The Agreement shall begin on March 1, 2005 and end February 28,
2008 (the “Term”). This Agreement may be terminated by Consultant by delivery to the Company of a
written notice specifying a termination date at least thirty (30) days following the delivery of
such written notice. This Agreement may be terminated by the Company only for Cause as defined
below. The obligations of the Consultant under Section 4 hereof shall survive the termination of
this Agreement.


For purposes of this Agreement, “cause” shall mean:




          (a)     Consultant’s conviction for commission of a felony or a crime involving moral
turpitude; or



          (b)     Consultant’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. For purposes of this Agreement, no act, or failure to act, on
Consultant’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in
good faith.



 









 





     3.     Compensation. Consultant shall present an invoice to Arden following the
end of each month during the term for services rendered during the preceding month. Consultant
shall be paid $25,000 per month for his services. Each month’s payment shall be made on or before
the tenth (10th) business day of each month for the preceding month, and shall not be
contingent upon timely receipt of the invoice. The Consultant shall also be reimbursed for any
out-of-pocket expenses incurred by him in performance of his duties hereunder, provided that they
are approved in advance in writing. Reimbursement for such expenses shall be made within fifteen
(15) days of Consultant’s submission of receipts or other appropriate evidence of the amount and
nature of such expenses. The Consultant shall not receive any other compensation or benefits from
Arden except as may be otherwise approved in writing by Arden or as payable under that certain
Resignation Agreement by and between Consultant, Arden and Arden Realty Limited Partnership to
which this form of Consulting Agreement is Exhibit A (the “Resignation Agreement”).



     4.     Proprietary Information; Confidentiality; Inventions.



          (a)     During the term of this Agreement or any time therefore, the Consultant shall
not, either directly or indirectly, use (other than in the performance of the Services) or disclose
to any third person any Confidential Information (as defined in subsection (b) below). The
Consultant further agrees not to make copies of any Confidential Information, except as may be
expressly authorized by Arden. All documents and material pertaining to Arden or made by the
Consultant or that come into the possession of the Consultant during the term of this Agreement are
and shall remain the property of Arden. Upon termination of this Agreement for any reason, or upon
earlier request of Arden, the consultant shall deliver to Arden all such documents and materials in
the Consultant’s possession or control, in addition to all forms of Confidential Information, and
the Consultant shall not allow a third party to take any of the foregoing.



          (b)     For the purposes of this Agreement, “Confidential Information” shall mean any
trade secrets or other information relating to the business of Arden or its affiliates, or of any
customer or supplier of Arden or its affiliates (if such customer or supplier provided information
to Arden or its affiliates pursuant to a non-disclosure agreement), that have not been previously
publicly released by duly authorized representatives of Arden including, without limitation, trade
secrets, processes, ideas, inventions, improvements, formulae, know-how, negative know-how,
techniques, drawings, designs, original writings, plans, proposals, marketing and sales plans,
financial information, cost or pricing information, customer or suppliers lists, specifications,
promotional ideas, and all other concepts or ideas related to the present or potential business of
Arden or its affiliates.



     5.     Noncompetition.



          (a)     In consideration for the compensation described in Section 3 of this Agreement,
the Consultant agrees not to (i) engage in any Competition (as defined below) in the Restricted
Area (as defined below) or (ii) directly or indirectly, own an interest in, operate, join, control,
or participate in, or be connected as an officer, employee, agent, independent contractor, partner,
shareholder, or principal of any corporation, partnership, proprietorship, firm, association,
person, or other entity (other than as a passive stockholder in a corporation whose common stock is
traded on a national stock exchange or in the Nasdaq National Market System or Small Cap Market
System) which directly or indirectly is engaged in any Competition in the Restricted Area for the
term of this Agreement, except as approved by Victor Coleman or Richard Ziman.



          (b)     For the purposes of this Agreement, the term “Competition” shall mean directly
or indirectly engaging in the acquisition or ownership of commercial office properties greater than
100,000 square feet.



          (c)     For purposes of this Agreement, the “Restricted Area” comprises all of Ventura,
Los Angeles, Orange and San Diego Counties.



     6.     Non-Solicitation and Organization of Competitive Business.



          (a)     During the term of this Agreement, Consultant will not, directly or indirectly
or by action in concert with others, solicit, induce or influence (or seek to induce or influence)
any person who is engaged (as a



8









 







temporary or regular employee, agent, independent contractor, or otherwise) by Arden, or its
subsidiaries, to terminate his or her employment or engagement.



          (b)     During the term of this Agreement, Consultant will not, directly or indirectly
or by action in concert with others, solicit, induce or influence (or seek to induce or influence)
any tenants of Arden, or its subsidiaries for the purpose of Competition within the Restricted
Area.



     7.     Entire Agreement. The Agreement constitutes the whole agreement of the
parties in reference to any of the matters or things provided for in this Agreement or discussed
above and supersedes all prior agreements, promises, representations and understandings.



     8.     Choice of Law and Forum. This Agreement shall be governed by and
construed and enforced in accordance with the internal substantive laws (and not the laws of
conflicts) of the State of California. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or enforceability without invalidating the remaining provisions of this Agreement,
and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. Any dispute arising under this Agreement
shall be subject to arbitration in accordance with Section 13 of the Resignation Agreement.



     9.     Amendment and Waiver. This Agreement may be amended, modified,
superseded, cancelled, renewed, extended or waived only by a written instrument executed by the
parties to this Agreement or, in the case of a waiver by the party waiving compliance. No waiver
by any party of the breach of any term or provision contained in this Agreement, whether by conduct
or otherwise, in any one or more instances shall be deemed to be, or construed as, a further or
continuing waiver of any such breach, or a waiver of the breach of any other term or covenant
contained in this agreement.



     10.     Notices. All notices, requests or consent required or permitted under
this Agreement shall be in writing and shall be given to the other party by personal delivery,
overnight air courier (with receipt signature or facsimile transmission (with “answerback”
confirmation of transmission), sent to such party’s address or telecopy number as is set forth
below such party’s signature hereto. Each such notice, request or consent shall be deemed
effective upon receipt.



     11.     Attorneys’ Fees. In the event that either party seeks to enforce its
right under this Agreement, the prevailing party shall be entitled to recover reasonable fees
(including outside attorneys’ fees), costs and other reasonable expenses incurred in connection
therewith, including the fees, costs and expenses of appeals.



     12.     Contingent Agreement. This Agreement shall be null and void in its
entirety if Consultant does not timely execute and deliver the Resignation Agreement, revokes the
Resignation Agreement, does not timely execute and deliver the General Release that is Exhibit A to
the Resignation Agreement and/or revokes such General Release.



     13.     Assignment. This Agreement shall not be assignable by either party
without the express written consent of the other party, which may be withheld in that party’s sole
and absolute discretion. However, in the event that the Company or all or substantially all of the
assets of the Company are sold, the Company shall require the purchaser to assume the Company’s
obligations under this Agreement.



     14.     Headings. The headings of the sections of this Agreement have been
inserted for convenience and reference only and do not constitute a part of this Agreement.


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




	 	 	 
	               ARDEN:

	 	ARDEN REALTY, INC.
	 
	 	 
	

	 	By:   /s/ Victor J.
Coleman
	

	 	 






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	 	Its:   President and
Chief Operating Officer
	

	 	 
	 
	 	 
	

	 	Address for Notices:
	 
	 	 
	

	 	11601 Wilshire Boulevard, Fourth Floor
	

	 	Los Angeles, California 90025
	

	 	Fax: (310) 268-8424
	 
	 	 
	

	 	Attention:
	

	 	 
	 
	 	 
	              CONSULTANT:
	 	/s/ Andrew J. Sobel 
	

	 	 
	

	 	Andrew J. Sobel
	 
	 	 
	

	 	Address for Notices:







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