EXHIBIT
10.1


DOUGLAS
EMMETT, INC.


2006
OMNIBUS STOCK INCENTIVE PLAN


AMENDMENT
NO. 1




Effective
upon approval by the stockholders of Douglas Emmett, Inc., the terms of the
Douglas Emmett, Inc. 2006 Omnibus Stock Incentive Plan (the "Plan")
are hereby amended as follows:




1.  Increase in
Number of Shares Authorized. The maximum number of
shares of Stock reserved and available for issuance under Section 3(a) of the
Plan shall be increased by 24,080,163 shares, which would bring the total number
of shares of Stock available for future grant under the Plan as of April 13,
2009 to 27,600,000 (subject to adjustment as set forth in the
Plan).





2.  Effect of
Awards.  For purposes of determining the number of shares of
Stock available for issuance under Section 3(a) of the Plan, the impact of any
Awards made after April 13, 2009 shall be determined by multiplying the number
of shares of Stock underlying such grant by the multiplier below:





Type
      of Award
                      MultiplierDeferred
      Stock Award, Restricted Stock Award or Other Stock-Based Award that
      delivers the full value of the underlying Shares
                      2.0Stock
      Option, Stock Appreciation Right or Other Stock-Based Award that delivers
      the value of the underlying Shares in excess of  100% of the
      Company’s stock price (e.g. Stock Options with an exercise price of at
      least 100% of such price) on the date of grant and which has a term of
      more than five years.
                      1.0Stock
      Option, Stock Appreciation Right or Other Stock-Based Award that delivers
      the value of the underlying Shares in excess of  100% of the
      Company’s stock price on the date of grant and which has a term of five
      years or less
                      0.9





The impact of Awards made prior to
April 13, 2009 will continue to be calculated in accordance with the second
sentence of Section 3(a) of the Plan.





3.  Effect of
Repurchases.  Shares of Stock and Stock equivalents repurchased
by the Company with any cash proceeds from option exercises shall not be added back to
the shares of Stock and Stock equivalents available for grant under the
Plan.





4.  No Repricings
without Stockholder Approval.  Notwithstanding anything to the
contrary contained in the Plan, without the approval of a majority of the
Company’s stockholders (i) no Stock Option or Stock Appreciation Right issued
hereunder may be amended to reduce the exercise price thereof below the exercise
price of such Stock Option or Stock Appreciation Right on the date of grant and
(ii) no Stock Option or Stock Appreciation Right may be granted in exchange for
the cancellation or surrender of a Stock Option or Stock Appreciation Right
having a lower exercise price.  The second sentence of Section 16 of
the Plan is hereby deleted.





5.  Maximum Term for
Stock Appreciation Rights.  The term of each Stock Appreciation
Right shall be fixed by the Committee, but no Stock Appreciation Right shall be
exercisable more than ten years after the date the Stock Appreciation Right is
granted.





6.  Plan Remains in
Effect.  Except as set forth herein, the terms of the Plan
shall not be affected by this Amendment.  Capitalized terms not
otherwise defined in this Amendment are as defined in the Plan.