# EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of March 29, 2002, by and
between ARDEN REALTY, INC., a Maryland corporation  (the "Company") and ANDREW J. SOBEL ("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 March 29, 2002 (the "Effective Date"), and shall continue for
three years from the Effective Date (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 each anniversary date of the Effective Date; 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 twenty-four (24) 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 initial annual base compensation ("Base Compensation") of $315,000,
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 during any periods of automatic extension of this Agreement pursuant to Section
2.2 and cause the Company to award Executive a cash bonus which the Compensation Committee shall reasonably determine as
fairly compensating and rewarding Executive for services rendered to the Company and/or as an incentive for continued
service to the Company.  The amount of such cash bonus shall be determined in the sole and absolute discretion of the
Compensation Committee and shall be dependent on, among other things, the achievement of certain per share performance
levels by the Company, including, without limitation, growth in funds from operations, and Executive's performance and
contribution to increasing the funds from operations.

3.3
 
 
 
 
"Gross-Up" of Compensation.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
 
 
280G "Gross-Up".

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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

2

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 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

3

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
 
 
 
 
Automobile Allowance.
 
 
Executive shall be granted an $800 per month allowance for his use in leasing or acquiring,
and maintaining a vehicle available for business use.  This amount shall be in lieu of any other reimbursement for business
use of a vehicle.

 
 
 
 
 
 
 
3.5
 
 
 
 
Existing Stock Options.
 
 
During his prior period of employment with the Company, Executive was granted certain
stock options under the Plan.  Prior to his separation on February 18, 2000, the following options have vested:

Grant Date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Strike Price
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number


10/04/96
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$20.00
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
40,000

10/15/97
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$32.25
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
30,000

07/22/98
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$25.94
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

100,000

Pursuant to that certain consulting agreement dated as of February 18, 2000 (the "Consulting Agreement"), and the
terms of the Plan, the vested options remained exercisable during the period in which he acted as a consultant to the
Company pursuant to the Consulting Agreement.  Such options shall remain exercisable in accordance with the terms and
conditions of the Plan during his period of employment under this Agreement.

 
 
 
 
 
 
 
3.6
 
 
 
 
Benefits.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
 
 
Medical Insurance.
 
 
The Company shall provide to Executive, Executive's spouse and children, at its sole cost,
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.

4

3.7
 
 
 
 
Method of Payment.
 
 
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 Executive Vice President.  The Company agrees that the duties that may be
assigned Executive shall be the usual and customary duties of the offices of Executive Vice President.  Executive shall
have such Executive power and authority as shall reasonably be required to enable Executive to discharge the duties of such
offices.  Executive may, at Executive's discretion, serve the Company and/or its respective subsidiaries and affiliates in
other offices and capacities in addition to the foregoing, but shall not be required to do so.  In the event the Company
and Executive mutually agree that Executive shall terminate Executive's service in any one or more of the aforementioned
capacities, or Executive's service in one or more of the aforementioned capacities is terminated, Executive's compensation,
as specified in this Agreement, shall not be diminished or reduced in any manner.

 
 
 
 
 
 
 
4.2
 
 
Devotion of Time and Effort.
 
 
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 five (5) 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 ten 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, country club membership fees and other reasonable entertainment expenses 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,

5

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.

5.2
 
 
 
 
Severance Payment.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
 
 
 
 
Amount.
 
 
In the event the Company terminates Executive's services hereunder pursuant to Section 5.1, 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 thirty-six month period (or, if Executive has been employed less
than thirty-six months, the average annual Base Compensation for the period employed) plus (ii) an amount equal to three
times the highest annual bonus received by Executive during the preceding thirty-six month period of employment under this
Agreement or Executive's 1999 bonus, whichever is higher (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 continue
to provide to Executive and Executive's spouse and children, as applicable, all of the benefits described in Section 3.6 to
the extent permitted by applicable law for a period of three years commencing on the date of such termination (the
"Severance Benefits").

 
 
 
 
 
 
 
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

6

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 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 the Severance Amount and shall continue to provide to Executive's spouse and children, as applicable, all of
the benefits described in Section 3.9 to the extent permitted by applicable law for a period of three years commencing on
the date of such termination.  Said payment 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;

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(b)
 
 
 
 
any removal of Executive from one or more of the offices specified in the first sentence of Section 4.1 without
cause and without Executive's prior written consent; or

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(c)
 
 
 
 
any material decrease in Executive's authority or responsibilities hereunder without Executive's prior written
consent.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
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).

7

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, 7 and 8 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 two (2) years after a "change in control" (as hereinafter defined) of the Company.  In the
event Executive terminates this Agreement within two (2) years 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, (iii) following such termination, the Company shall
provide the Severance Benefits as required by Section 5.2, and (iv) any outstanding balance on the Loan shall be forgiven
in its entirety.  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 date 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 Shareholders, 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

8

(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.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(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 (1/4) 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.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(e)
 
 
 
 
Richard Ziman and Victor Coleman cease to be involved in the day-to-day operation of the Company.

# 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 six (6) months 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. The restrictions set forth in this Section 7 shall not apply if Executive's employment is terminated pursuant
to Section 5.1, 5.4 or 5.6.

9

# 8.
 
 
 
 
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.

# 9.
 
 
 
 
GENERAL PROVISIONS

9.1
 
 
 
 
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.

9.2
 
 
 
 
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, Inc.

or Arden:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
11601 Wilshire Boulevard

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fourth Floor

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Los Angeles, CA 90025-1740
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Attention:  President

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Facsimile:(310) 966-2699

If to Executive:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Andrew J. Sobel

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
9.3
 
 
 
 
Entire Agreement.
 
 
This Agreement constitutes the entire agreement of the parties, and supersedes all prior
agreements.

10

9.4
 
 
 
 
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 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.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
9.5
 
 
 
 
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.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
9.6
 
 
 
 
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.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
9.7
 
 
 
 
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.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9.8
 
 
 
 
Survivals.
 
 
The obligations of the parties under Sections 3.3, 4.5, 5, 6, 7, 8, 9, 10.1, 10.2 and 10.6 shall
survive the termination of this Agreement.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
9.9
 
 
 
 
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, the parties hereto have executed this Agreement effective as of the date first written above.
THE COMPANY:

ARDEN REALTY, INC.,

a Maryland corporation

By: 

 
 
 
 
 
 
 
Victor J. Coleman

 
 
 
 
 
 
 
President
EXECUTIVE:


Andrew J. Sobel

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