Exh 10.2 6/30/2006 P. Rutter Emp Agreement


    
      

    

    Exhibit
      10.2

    
 

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (this “Agreement”),
      effective as of June 30, 2006 (the “Effective
      Date”),
      is
      entered into by and between Maguire Properties, Inc., a Maryland corporation
      (the “REIT”),
      Maguire Properties, L.P., a Maryland limited partnership (the “Operating
      Partnership”)
      and
      Paul S. Rutter (the “Executive”).
      

     

    WHEREAS,
      the REIT and the Operating Partnership (collectively, the “Company”)
      desire
      to employ the Executive and to enter into an agreement embodying the terms
      of
      such employment; and

     

    WHEREAS,
      the Executive desires to accept employment with the Company, subject to the
      terms and conditions of this Agreement.

     

    NOW,
      THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

     

    1. Employment
      Period.
      Subject
      to the provisions for earlier termination hereinafter provided, the Executive’s
      employment hereunder shall be for a term (the “Employment
      Period”)
      commencing on the Effective Date and ending on the fifth anniversary of the
      Effective Date (the “Initial
      Termination Date”);
      provided,
      however,
      that
      this Agreement shall be automatically extended for one additional year on the
      Initial Termination Date and on each subsequent anniversary of the Initial
      Termination Date, unless either the Executive or the Company elects not to
      so
      extend the term of the Agreement by notifying the other party, in writing,
      of
      such election not less than sixty (60) days prior to the last day of the term
      as
      then in effect. 

     

    2. Terms
      of Employment.
      

     

    (a) Position
      and Duties.
      

     

    (i) During
      the Employment Period, the Executive shall serve as Executive Vice-President,
      Major Transactions of the REIT and the Operating Partnership and shall perform
      such employment duties as are usual and customary for such positions. During
      the
      Employment Period, the Executive shall be a member of the Executive Management
      Committee of the Company, which shall consist of the approximately 5 or 6 most
      senior executives in the Company, and the Executive shall report directly at
      all
      times to Robert F. Maguire III. The Executive Management Committee shall, as
      a
      group, consider, determine and direct all major policies, strategies and
      initiatives of the Company and its affiliates. The Executive shall have
      significant interface with the Board of Directors of the REIT (the “Board”),
      investors, analysts, lenders and other major stakeholders in the Company. At
      the
      Company’s request, the Executive shall serve the Company and/or its subsidiaries
      and affiliates in other offices and capacities in addition to the foregoing.
      In
      the event that the Executive, during the Employment Period, serves in any one
      or
      more of such additional capacities, the Executive’s compensation shall not be
      increased beyond that specified in Section 2(b) of this Agreement. In addition,
      in the event the Executive’s service in one or more of such additional
      capacities is terminated, 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    the
      Executive’s compensation, as specified in Section 2(b) of this Agreement, shall
      not be diminished or reduced in any manner as a result of such termination
      for
      so long as the Executive otherwise remains employed under the terms of this
      Agreement.

     

    (ii) During
      the Employment Period, and excluding any periods of vacation and sick leave
      to
      which the Executive is entitled, the Executive agrees to devote substantially
      full-time attention and time during normal business hours to the business and
      affairs of the Company. During the Employment Period it shall not be a violation
      of this Agreement for the Executive to (A) serve on corporate, civic or
      charitable boards or committees, (B) deliver lectures, fulfill speaking
      engagements or teach at educational institutions or (C) manage his personal
      investments, so long as such activities do not significantly interfere with
      the
      performance of the Executive’s responsibilities as an employee of the Company in
      accordance with this Agreement. It is expressly understood and agreed that
      to
      the extent that any such activities have been conducted by the Executive prior
      to the Effective Date, the continued conduct of such activities (or the conduct
      of activities similar in nature and scope thereto) subsequent to the Effective
      Date shall not thereafter be deemed to interfere with the performance of the
      Executive’s responsibilities to the Company; provided that no such activity that
      violates any written non-competition agreement between the parties shall be
      permitted.

     

    (b) Compensation,
      Benefits, Etc. 

     

    (i) Base
      Salary.
      During
      the Employment Period, the Executive shall receive a base salary (the
“Base
      Salary”)
      of
      $450,000 per annum, as the same may be increased thereafter pursuant to the
      Company’s normal practices for its executives. The Base Salary shall be paid at
      such intervals as the Company pays executive salaries generally. During the
      Employment Period, the Base Salary shall be reviewed at least annually for
      possible increase in the Company’s discretion. Any increase in Base Salary shall
      not serve to limit or reduce any other obligation to the Executive under this
      Agreement. The Base Salary shall not be reduced after any such increase and
      the
      term “Base Salary” as utilized in this Agreement shall refer to Base Salary as
      so increased. 

     

    (ii) Annual
      Bonus.
      In
      addition to the Base Salary, the Executive shall be eligible to earn, for each
      fiscal year of the Company ending during the Employment Period, an annual cash
      performance bonus (an “Annual
      Bonus”)
      under
      the Company’s bonus plan or plans applicable to senior executives; provided,
      however,
      that
      any Annual Bonus payable with respect to the partial fiscal year in which the
      Effective Date occurs shall be pro rated based on the number of days of the
      Executive’s employment with the Company during such year. The Executive’s target
      Annual Bonus shall be 100% of his Base Salary actually paid for such year and
      his maximum Annual Bonus shall be 200% of his Base Salary actually paid for
      such
      year, but the actual Annual Bonus shall be determined on the basis of the
      Executive’s and/or the Company’s attainment of objective financial or other
      operating criteria established in accordance with the terms and conditions
      applicable to similarly-situated executives of the Company under such bonus
      plan(s); provided,
      however,
      that
      notwithstanding the foregoing, the Annual Bonus 

     


    
      
        
        

      

      
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    payable
      to the Executive for the Company’s first full fiscal year during the Employment
      Period shall not be less than 100% of the Base Salary actually paid for such
      year.

     

    (iii) Common
      Stock Award.
      Subject
      to approval by the Compensation Committee of the Board, the REIT shall, as
      of
      the Effective Date, grant the Executive a number of shares of the REIT’s common
      stock (the “Common
      Stock Award”)
      equal
      to the quotient obtained by dividing (x) $500,000 by (y) the closing
trading
      price of a share of the REIT’s
      common
      stock on the New York Stock Exchange on the Effective Date. The Common Stock
      Award shall be granted to the Executive under the Amended
      and Restated 2003 Incentive Award Plan of Maguire Properties, Inc., Maguire
      Properties Services, Inc. and Maguire Properties, L.P. (the “Incentive
      Plan”)
      at a
      purchase price of $0.01 per share. The Common Stock Award shall be fully vested
      as of the date of grant. Consistent
      with the foregoing, the
      terms
      and conditions of the Common Stock Award shall be set forth in an award
      agreement (the “Common
      Stock Award Agreement”),
      substantially in the form attached hereto as Exhibit
      A,
      to be
      entered into by the Company and the Executive which shall evidence the grant
      of
      the Common Stock Award. 

    


    (iv) Restricted
      Stock Award.
      Subject
      to approval by the Compensation Committee of the Board, the REIT shall, as
      of
      the Effective Date, grant the Executive a number of restricted shares of the
      REIT’s common stock (the “Restricted
      Stock”)
      equal
      to the quotient obtained by dividing (x) $5,000,000 by (y) the closing
trading
      price of a share of the REIT’s
      common
      stock on the New York Stock Exchange on the Effective Date. The Restricted
      Stock
      shall be granted to the Executive under the Incentive
      Plan at a purchase price of $0.01 per share. Subject to the Executive’s
      continued employment with the Company, the Restricted Stock shall vest in five
      equal annual installments on each of the first, second, third, fourth and fifth
      anniversaries of the Effective Date. Consistent
      with the foregoing, the
      terms
      and conditions of the Restricted Stock shall be set forth in a restricted stock
      agreement (the “Restricted
      Stock Agreement”),
      substantially in the form attached hereto as Exhibit
      B,
      to be
      entered into by the Company and the Executive which shall evidence the grant
      of
      the Restricted Stock.

    


    (v) Performance
      Award.
      Subject
      to approval by the Compensation Committee of the Board, the REIT shall, as
      of
      the Effective Date, grant the Executive a performance award on the terms and
      conditions set forth in a Performance Award Agreement substantially in the
      form
      attached hereto as Exhibit
      C.
      The
      Executive’s Performance Award Percentage (as defined in the Performance Award
      Agreement) with respect to such award shall be equal to 8%.

    


    (vi) Incentive,
      Savings and Retirement Plans.
      During
      the Employment Period, the Executive shall be entitled to participate in all
      other incentive plans, practices, policies and programs, and all savings and
      retirement plans, practices, policies and programs, in each case that are
      applicable generally to senior executives of the Company.

    


    (vii) Welfare
      Benefit Plans.
      During
      the Employment Period, the Executive and the Executive’s eligible family members
      shall be eligible for participation in the welfare benefit plans, practices,
      policies and programs (including, if applicable, 

     


    
      
        
        

      

      
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    medical,
      dental, disability, employee life, group life and accidental death insurance
      plans and programs) maintained by the Company for its senior
      executives.

     

    (viii)
       Expenses.
      During
      the Employment Period, the Executive shall be entitled to receive prompt
      reimbursement for all reasonable business expenses incurred by the Executive
      in
      accordance with the policies, practices and procedures of the Company provided
      to senior executives of the Company.

     

    (ix) Fringe
      Benefits.
      During
      the Employment Period, the Executive shall be entitled to such fringe benefits
      and perquisites as are provided by the Company to its senior executives from
      time to time, in accordance with the policies, practices and procedures of
      the
      Company. 

     

    (x) Vacation.
      During
      the Employment Period, the Executive shall be entitled to paid vacation in
      accordance with the plans, policies, programs and practices of the Company
      applicable to its senior executives. 

     

    (xi) Compensation
      Gross-Up.
      The
      amount of compensation payable to the Executive pursuant to Sections 2(b)(i),
      (ii), (iii) and (iv) above shall be “grossed up” as necessary (on an after-tax
      basis) to compensate for any additional social security withholding taxes due
      as
      a result of Executive’s shared employment by the Operating Partnership, the REIT
      and, if applicable, any subsidiary and/or affiliate thereof. 

     

    (xii) Indemnification
      Agreement.
      The
      parties hereby acknowledge that in connection with the execution of this
      Agreement, they are entering into an Indemnification Agreement (the
“Indemnification
      Agreement”)
      which shall
      become effective as of the Effective Date. 

     

    3. Termination
      of Employment.
      

     

    (a)
       Death
      or Disability.
      The
      Executive’s employment shall terminate automatically upon the Executive’s death
      or Disability during the Employment Period. For purposes of this Agreement,
      “Disability”
shall
      mean the absence of the Executive from the Executive’s duties with the Company
      on a full-time basis for 90 consecutive days or on a total of 180 days in any
      12-month period, in either case as a result of incapacity due to mental or
      physical illness which is determined to be total and permanent by a physician
      selected by the Company or its insurers and acceptable to the Executive or
      the
      Executive’s legal representative.

     

    (b) Cause.
      The
      Company may terminate the Executive’s employment during the Employment Period
      for Cause or without Cause. For purposes of this Agreement, “Cause”
shall
      mean the occurrence of any one or more of the following events unless the
      Executive fully corrects the circumstances constituting Cause within a
      reasonable period of time after receipt of the Notice of Termination (as defined
      below):

     

    (i) the
      Executive’s willful and continued failure to substantially perform his duties
      with the Company (other than any such failure resulting from the Executive’s
      incapacity due to physical or mental illness or any such actual or anticipated
      


    
      
        
        

      

      
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    failure
      after his issuance of a Notice of Termination for Good Reason), after a written
      demand for substantial performance is delivered to the Executive by the Board,
      which demand specifically identifies the manner in which the Board believes
      that
      the Executive has not substantially performed his duties;

    


    (ii) the
      Executive’s willful commission of an act of fraud or dishonesty resulting in
      economic or financial injury to the Company; 

    


    (iii) the
      Executive’s conviction of, or entry by the Executive of a guilty or no contest
      plea to, the commission of a felony or a crime involving moral turpitude;


    


    (iv) a
      willful
      breach by the Executive of his fiduciary duty to the Company which results
      in
      economic or other injury to the Company; or

    


    (v) the
      Executive’s willful and material breach of the Executive’s covenants set forth
      in Section 9(a) or 9(b) hereof.

    


    For
      purposes of this provision, no act or failure to act, on the part of the
      Executive, shall be considered “willful” unless it is done, or omitted to be
      done, by the Executive in bad faith or without reasonable belief that the
      Executive’s action or omission was in the best interests of the Company. Any
      act, or failure to act, based upon authority given pursuant to a resolution
      duly
      adopted by the Board or based upon the advice of counsel for the Company shall
      be conclusively presumed to be done, or omitted to be done, by the Executive
      in
      good faith and in the best interests of the Company. The
      cessation of employment of the Executive shall not be deemed to be for Cause
      unless and until there shall have been delivered to the Executive a copy of
      a
      resolution duly adopted by the affirmative vote of not less than two-thirds
      of
      the entire membership of the Board
      at a
      meeting of the Board called and held for such purpose (after reasonable notice
      is provided to the Executive and the Executive is given an opportunity, together
      with counsel for the Executive, to be heard before the Board),
      finding that, in the good faith opinion of the Board,
      the
      Executive is guilty of any of the conduct described in Section 3(b) hereof,
      and
      specifying the particulars thereof in detail; provided,
      that if
      the Executive is a member of the Board,
      the Executive shall not vote on such resolution nor shall the Executive be
      counted in determining the “entire membership” of the Board. 

     

    (c) Good
      Reason.
      The
      Executive’s employment may be terminated by the Executive for Good Reason or by
      the Executive without Good Reason. For purposes of this Agreement, “Good
      Reason”
shall
      mean the occurrence of any one or more of the following events without the
      Executive’s prior written consent, unless the Company fully corrects the
      circumstances constituting Good Reason (provided such circumstances are capable
      of correction) prior to the Date of Termination (as defined below):

     

    (i) the
      assignment to the Executive of any duties materially inconsistent in any respect
      with the Executive’s position (including status, offices, titles and reporting
      requirements), authority, duties or responsibilities as contemplated by Section
      2(a) of this Agreement, or any other action by the Company which results in
      a
      material diminution in such position, authority, duties or responsibilities,
      excluding for 

     


    
      
        
        

      

      
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    this
      purpose an isolated, insubstantial and inadvertent action not taken in bad
      faith
      and which is remedied by the Company promptly after receipt of notice thereof
      given by the Executive;

     

    (ii) the
      Company’s reduction of the Executive’s Base Salary or Annual Bonus opportunity,
      each as in effect on the date hereof or as the same may be increased from time
      to time;

     

    (iii) the
      relocation of the Company’s offices at which the Executive is principally
      employed (the “Principal
      Location”)
      to a
      location more than thirty (30) miles from such location, or the Company’s
      requiring the Executive to be based at a location more than thirty (30) miles
      from the Principal Location, except for required travel on the Company’s
      business to an extent substantially consistent with the Executive’s present
      business travel obligations;

     

    (iv) the
      Company’s failure to obtain a satisfactory agreement from any successor to
      assume and agree to perform this Agreement, as contemplated in Section 10
      hereof; or

     

    (v) the
      Company’s failure to cure a material breach of its obligations under the
      Agreement after written notice is delivered to the Board by the Executive which
      specifically identifies the manner in which the Executive believes that the
      Company has breached its obligations under the Agreement and the Company is
      given a reasonable opportunity to cure any such breach.

     

    (d) Notice
      of Termination.
      Any
      termination by the Company for Cause, or by the Executive for Good Reason,
      shall
      be communicated by Notice of Termination to the other parties hereto given
      in
      accordance with Section 12(c) of this Agreement. For purposes of this Agreement,
      a “Notice
      of Termination”
means
      a
      written notice which (i) indicates the specific termination provision in this
      Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable
      detail the facts and circumstances claimed to provide a basis for termination of
      the Executive’s employment under the provision so indicated and (iii) if the
      Date of Termination (as defined below) is other than the date of receipt of
      such
      notice, specifies the termination date (which date shall be not more than thirty
      days after the giving of such notice). The failure by the Executive or the
      Company to set forth in the Notice of Termination any fact or circumstance
      which
      contributes to a showing of Good Reason or Cause shall not waive any right
      of
      the Executive or the Company, respectively, hereunder or preclude the Executive
      or the Company, respectively, from asserting such fact or circumstance in
      enforcing the Executive’s or the Company’s rights hereunder.

     

    (e) Date
      of Termination.
      “Date
      of Termination”
means
      (i) if the Executive’s employment is terminated by the Company for Cause, or by
      the Executive for Good Reason, the date of receipt of the Notice of Termination
      or any later date specified therein (which date shall not be more than 30 days
      after the giving of such notice), as the case may be, (ii) if the Executive’s
      employment is terminated by the Company other than for Cause or Disability,
      the
      Date of Termination shall be the date on which the Company notifies the
      Executive of such 

     


    
      
        
        

      

      
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    termination,
      (iii) if the Executive’s employment is terminated by the Executive without Good
      Reason, the Date of Termination shall be the tenth day after the date on which
      the Executive notifies the Company of such termination, unless otherwise agreed
      by the Company and the Executive, and (iv) if the Executive’s employment is
      terminated by reason of death or Disability, the Date of Termination shall
      be
      the date of death or Disability of the Executive, as the case may
      be.

     

    4. Obligations
      of the Company upon Termination.
      

     

    (a) Without
      Cause or For Good Reason.
      If,
      during the Employment Period, the Company shall terminate the Executive’s
      employment without Cause or the Executive shall terminate his employment for
      Good Reason:

     

    
      (i) The
        Executive shall be paid, in a single lump sum payment within 60 days after
        the
        Date of Termination, the aggregate amount of (A) the Executive’s earned but
        unpaid Base Salary and accrued but unpaid vacation pay through the Date of
        Termination, and any Annual Bonus required to be paid to the Executive pursuant
        to Section 2(b)(ii) above for any fiscal year of the Company that ends on
        or
        before the Date of Termination to the extent not previously paid (the
“Accrued Obligations”), and (B) one and one-half (1.5) (the “Severance
        Multiple”) times the sum of (x) the Base Salary in effect on the Termination
        Date plus (y) the average Annual Bonus received by the Executive for the
        three
        complete fiscal years (or such lesser number of years as the Executive has
        been
        employed by the Company) of the Company immediately prior to the Termination
        Date (the “Severance Amount”);

    

     

    (ii) At
      the
      time when annual bonuses are paid to the Company’s other senior executives for
      the fiscal year of the Company in which the Date of Termination occurs,
but
      in no
      event later than the later of (a) the 15th
      day of
      the third month following the Executive’s taxable year which includes the Date
      of Termination, and (b) the 15th
      day of
      the third month following the Company’s taxable year which includes the Date of
      Termination, the
      Executive shall be paid an Annual Bonus in an amount equal to the product of
      (x)
      the amount of the Annual Bonus to which the Executive would have been entitled
      if the Executive’s employment had not been terminated, and (y) a fraction, the
      numerator of which is the number of days in such fiscal year through the Date
      of
      Termination and the denominator of which is the total number of days in such
      fiscal year (a “Pro-Rated
      Annual Bonus”);
      

     

    (iii)
      Any
      unvested shares of the Restricted Stock shall become immediately vested in
      full;


     

    (iv) For
      a
      period of years equal to the Severance Multiple, the Company shall continue
      to
      provide the Executive and the Executive’s eligible family members with group
      health insurance coverage at least equal to that which would have been provided
      to them if the Executive’s employment had not been terminated; provided,
      however,
      that if
      the Executive becomes re-employed with another employer and is eligible to
      receive group health insurance coverage under another employer’s plans, the


     


    
      
        
        

      

      
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    Company’s
      obligations under this Section 4(a)(iv) shall be reduced to the extent
      comparable coverage is actually provided to the Executive and the Executive’s
      eligible family members, and any such coverage shall be reported by the
      Executive to the Company. 

     

    (v) For
      a
      period of not more than one year following the Date of Termination, the Company
      shall, at its sole expense and on an as-incurred basis, provide the Executive
      with outplacement services the scope and provider of which shall be reasonable
      and consistent with industry practice for similarly situated executives;
      and  

     

    (vi) To
      the
      extent not theretofore paid or provided, the Company shall timely pay or provide
      to the Executive any vested benefits and other amounts or benefits required
      to
      be paid or provided or which the Executive is eligible to receive under any
      plan, program, policy or practice or contract or agreement of the Company and
      its affiliates (such other amounts and benefits shall be hereinafter referred
      to
      as the “Other
      Benefits”).

     

    Notwithstanding
      the foregoing, it shall be a condition to the Executive’s right to receive the
      amounts provided for in Sections 4(a)(i)(B) and 4(a)(ii), (iii), (iv) and (v)
      above that the Executive execute, deliver to the Company and not revoke a
      release of claims in substantially the form attached hereto as Exhibit
      D.

    


    (b) For
      Cause or Without Good Reason.
      If the
      Executive’s employment shall be terminated by the Company for Cause or by the
      Executive without Good Reason during the Employment Period, the Company shall
      have no further obligations to the Executive under this Agreement other than
      pursuant to Sections 7 and 8 hereof, and the obligation to pay to the Executive
      the Accrued Obligations. 

     

    (c) Death
      or Disability.
      If the
      Executive’s employment is terminated by reason of the Executive’s death or
      Disability during the Employment Period:

     

    (i) The
      Accrued Obligations shall be paid to the Executive’s estate or beneficiaries or
      to the Executive, as applicable, in cash within 30 days of the Date of
      Termination;

     

    (ii) 100%
      of
      the Executive’s annual Base Salary, as in effect on the Date of Termination,
      shall be paid to the Executive’s estate or beneficiaries or to the Executive, as
      applicable, in cash within 30 days following the Date of
      Termination;

     

    (iii) The
      Pro-Rated Annual Bonus shall be paid to the Executive’s estate or beneficiaries
      or to the Executive, as applicable, at the time when annual bonuses are paid
      to
      the Company’s other senior executives for the fiscal year of the Company in
      which the Date of Termination occurs, but
      in no
      event later than the later of (a) the 15th
      day of
      the third month following the Executive’s taxable year which includes the Date
      of Termination, and (b) the 15th
      day of
      the third month following the Company’s taxable year which includes the Date of
      Termination;
      

     

     


    
      
        
        

      

      
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    (iv) For
      a
      period of twelve months following the Date of Termination, the Executive and
      the
      Executive’s eligible family members shall continue to be provided with group
      health insurance coverage at least equal to that which would have been provided
      to them if the Executive’s employment had not been terminated; provided,
      however,
      that if
      the Executive becomes re-employed with another employer and is eligible to
      receive group health insurance coverage under another employer’s plans, the
      Company’s obligations under this Section 4(c)(iv) shall be reduced to the extent
      comparable coverage is actually provided to the Executive and the Executive’s
      eligible family members, and any such coverage shall be reported by the
      Executive to the Company; and

     

    (v) The
      Other
      Benefits shall be paid or provided to the Executive on a timely
      basis.

     

    (d)
       Six-Month
      Delay.
      Notwithstanding anything to the contrary in this Agreement, no compensation
      or
      benefits, including without limitation any severance payments or benefits
      payable under Section 4 or 5 hereof, shall be paid to the Executive during
      the
      6-month period following the Executive’s “separation from service” (within the
      meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as
      amended (the “Code”))
      if
      the Company determines that paying such amounts at the time or times indicated
      in this Agreement would cause Executive to incur additional taxes under Section
      409A of the Code. If the payment of any such amounts is delayed as a result
      of
      the previous sentence, then on the first day following the end of such 6-month
      period, the Company shall pay the Executive a lump-sum amount equal to the
      cumulative amount that would have otherwise been payable to the Executive during
      such 6-month period. 

     

    5. Termination
      Upon a Change in Control.
      If a
      Change in Control (as defined herein) occurs during the Employment Period and
      the Executive’s employment is terminated (a) by the Company without Cause or by
      the Executive for Good Reason, in each case within two (2) years after the
      effective date of the Change in Control or (b) provided that the Executive
      remains continuously employed by the Company through the one year anniversary
      of
      the effective date of the Change in Control (the “CIC
      Anniversary Date”),
      by
      the Executive for any reason on or within 30 days after the CIC Anniversary
      Date
      (a “Change
      in Control Resignation”),
      then
      the Executive shall be entitled to the payments and benefits provided in Section
      4(a) hereof, subject to the terms and conditions thereof, except that for
      purposes of this Section 5, the Severance Multiple shall equal two (2), and,
      in
      the event of a Change in Control Resignation, the Severance Amount and the
      Pro-Rated Annual Bonus
      shall be
      paid to the Executive no later
      than the later of (a) the 15th
      day of
      the third month following the Executive’s taxable year in which the
      CIC
      Anniversary Date occurs,
      and (b)
      the 15th
      day of
      the third month following the Company’s taxable year in which the CIC
      Anniversary
      Date occurs. In addition, in the event of such a termination of the Executive’s
      employment, all outstanding stock options, restricted stock and other equity
      awards granted to the Executive under any of the Company’s equity incentive
      plans (or awards substituted therefore covering the securities of a successor
      company), other than the Performance Award, shall become immediately vested
      and
      exercisable in full. For purposes of this Agreement, “Change
      in Control”
shall
      mean the occurrence of any of the following events: 

     

     


    
      
        
        

      

      
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    (i) the
      acquisition, directly or indirectly, by any “person” or “group” (as those terms
      are defined in Sections 3(a)(9), 13(d), and 14(d) of the
      Securities Exchange Act of 1934 (the “Exchange
      Act”)
      and
      the
      rules thereunder) of “beneficial ownership” (as determined pursuant to Rule
      13d-3 under the Exchange Act) of securities entitled to vote generally in the
      election of directors (“voting
      securities”)
      of the
      REIT that represent 35% or more of the combined voting power of the REIT’s then
      outstanding voting securities, other than 

     

    (A) an
      acquisition of securities by a trustee or other fiduciary holding securities
      under any employee benefit plan (or related trust) sponsored or maintained
      by
      the REIT or any person controlled by the REIT or by any employee benefit plan
      (or related trust) sponsored or maintained by the REIT or any person controlled
      by the REIT, or 

     

    (B) an
      acquisition of securities by the REIT or a corporation owned, directly or
      indirectly, by the stockholders of the REIT in substantially the same
      proportions as their ownership of the stock of the REIT, or

     

    (C) an
      acquisition of securities pursuant to a transaction described in clause (iii)
      below that would not be a Change in Control under clause (iii), or

     

    (D) any
      direct or indirect acquisition of securities by Robert F. Maguire III or his
      family, or any entity controlled thereby;

     

    Notwithstanding
      the foregoing, the following event shall not constitute an “acquisition” by any
      person or group for purposes of this clause (i): an acquisition of the REIT’s
      securities by the REIT which causes the REIT’s voting securities beneficially
      owned by a person or group to represent 35% or more of the combined voting
      power
      of the REIT’s then outstanding voting securities; provided,
      however,
      that if
      a person or group shall become the beneficial owner of 35% or more of the
      combined voting power of the REIT’s then outstanding voting securities by reason
      of share acquisitions by the REIT as described above and shall, after such
      share
      acquisitions by the REIT, become the beneficial owner of any additional voting
      securities of the REIT, then such acquisition shall constitute a Change in
      Control; 

     

    (ii) individuals
      who, as of the Effective Date, constitute the Board (the “Incumbent
      Board”)
      cease
      for any reason to constitute at least a majority of the Board; provided,
      however,
      that any
      individual becoming a director subsequent to the date hereof whose election
      by
      the REIT’s shareholders, or nomination for election by the Board, was approved
      by a vote of at least a majority of the directors then comprising the Incumbent
      Board shall be considered as though such individual were a member of the
      Incumbent Board, but excluding, for this purpose, any such individual whose
      initial assumption of office occurs as a result of an election contest with
      respect to the election or removal of directors or other solicitation of proxies
      or consents by or on behalf of a person other than the Board; 

     

     


    
      
        
        

      

      
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    (iii) the
      consummation by the REIT (whether directly involving the REIT or indirectly
      involving the REIT through one or more intermediaries) of (x) a merger,
      consolidation, reorganization, or business combination or (y) a sale or
      other disposition of all or substantially all of the REIT’s assets or
      (z) the acquisition of assets or stock of another entity, in each case,
      other than a transaction

     

    (A) which
      results in the REIT’s voting securities outstanding immediately before the
      transaction continuing to represent (either by remaining outstanding or by
      being
      converted into voting securities of the REIT or the person that, as a result
      of
      the transaction, controls, directly or indirectly, the REIT or owns, directly
      or
      indirectly, all or substantially all of the REIT’s assets or otherwise succeeds
      to the business of the REIT (the REIT or such person, the “Successor
      Entity”))
      directly or indirectly, at least 50% of the combined voting power of the
      Successor Entity’s outstanding voting securities immediately after the
      transaction, and 

     

    (B) after
      which no person or group beneficially owns voting securities representing 35%
      or
      more of the combined voting power of the Successor Entity; provided,
      however,
      that no
      person or group shall be treated for purposes of this clause (B) as beneficially
      owning 35% or more of combined voting power of the Successor Entity solely
      as a
      result of the voting power held in the REIT prior to the consummation of the
      transaction; or

     

    (iv) approval
      by the REIT’s shareholders of a liquidation or dissolution of the
      REIT.

     

    For
      purposes of clause (i) above, the calculation of voting power shall be made
      as
      if the date of the acquisition were a record date for a vote of the REIT’s
      shareholders, and for purposes of clause (iii) above, the calculation of voting
      power shall be made as if the date of the consummation of the transaction were
      a
      record date for a vote of the REIT’s shareholders.

     

    6. Non-exclusivity
      of Rights.
      Nothing
      in this Agreement shall prevent or limit the Executive’s continuing or future
      participation in any plan, program, policy or practice provided by the Company
      and for which the Executive may qualify, nor shall anything herein limit or
      otherwise affect such rights as the Executive may have under any contract or
      agreement with the Company. Amounts which are vested benefits or which the
      Executive is otherwise entitled to receive under any plan, policy, practice
      or
      program of or any contract or agreement with the Company at or subsequent to
      the
      Date of Termination shall be payable in accordance with such plan, policy,
      practice or program or contract or agreement except as explicitly modified
      by
      this Agreement.

     

    7. Full
      Settlement.
      The
      Company’s obligation to make the payments provided for in this Agreement and
      otherwise to perform its obligations hereunder shall not be affected by any
      set-off, counterclaim, recoupment, defense or other claim, right or action
      which
      the Company may have against the Executive or others. In no event shall the
      Executive be obligated to seek other employment or take any other action by
      way
      of mitigation of the 

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


     

    amounts
      payable to the Executive under any of the provisions of this Agreement and
      except as expressly provided, such amounts shall not be reduced whether or
      not
      the Executive obtains other employment. The Company agrees to pay as incurred
      (within 30 days following the Company’s receipt of an invoice from the
      Executive), to the full extent permitted by law, all reasonable legal fees
      and
      expenses which the Executive or his beneficiaries may reasonably incur as a
      result of any contest (regardless of the outcome thereof) by the Company, the
      Executive or others of the validity or enforceability of, or liability under,
      any provision of this Agreement or any guarantee of performance thereof
      (including as a result of any contest by the Executive or his beneficiaries
      about the amount of any payment pursuant to this Agreement), plus in each case
      interest on any delayed payment at the applicable Federal rate provided for
      in
      Section 7872(f)(2)(A) of the Code.
      The
      preceding sentence shall not apply with respect to any such contest if the
      court
      having jurisdiction over such contest determines that the Executive’s claim in
      such contest is frivolous or maintained in bad faith.

     

    8. Certain
      Additional Payments by the Company.
      

     

    (a) Anything
      in this Agreement to the contrary notwithstanding and except as set forth below,
      in the event it shall be determined that any Payment (as defined below) would
      be
      subject to the Excise Tax (as defined below), then the Executive shall be
      entitled to receive an additional payment (the “Excise
      Tax Gross-Up Payment”)
      in an
      amount such that, after payment by the Executive of all taxes (and any interest
      or penalties imposed with respect to such taxes), including, without limitation,
      any income taxes (and any interest and penalties imposed with respect thereto)
      and Excise Tax imposed upon the Excise Tax Gross-Up Payment, the Executive
      retains an amount of the Excise Tax Gross-Up Payment equal to the Excise Tax
      imposed upon the Payments. Notwithstanding the foregoing provisions of this
      Section 8(a), if it shall be determined that the Executive is entitled to the
      Excise Tax Gross-Up Payment, but that the Parachute Value (as defined below)
      of
      all Payments does not exceed 110% of the Safe Harbor Amount (as defined below),
      then no Excise Tax Gross-Up Payment shall be made to the Executive and the
      amounts payable under this Agreement shall be reduced so that the Parachute
      Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The
      reduction of the amounts payable hereunder, if applicable, shall be made by
      first reducing the payments under Section 4(a)(i) hereof, unless an alternative
      method of reduction is elected by the Executive, and in any event shall be
      made
      in such a manner as to maximize the Value (as defined below) of all Payments
      actually made to the Executive. For purposes of reducing the Payments to the
      Safe Harbor Amount, only amounts payable under this Agreement (and no other
      Payments) shall be reduced. If the reduction of the amount payable under this
      Agreement would not result in a reduction of the Parachute Value of all Payments
      to the Safe Harbor Amount, no amounts payable under the Agreement shall be
      reduced pursuant to this Section 8(a). The Company’s obligation to make Excise
      Tax Gross-Up Payments under this Section 8 shall not be conditioned upon the
      Executive’s termination of employment.

     

    (b) Subject
      to the provisions of Section 8(c) hereof, all determinations required to be
      made under this Section 8, including whether and when an Excise Tax Gross-Up
      Payment is required, the amount of such Excise Tax Gross-Up Payment and the
      assumptions to be utilized in arriving at such determination, shall be made
      by
      such nationally recognized accounting firm as may be selected by the Company
      and
      reasonably acceptable to the Executive 

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


     

    (the
      “Accounting
      Firm”);
      provided,
      that
      the Accounting Firm’s determination shall be made based upon “substantial
      authority” within the meaning of Section 6662 of the Code. The Accounting Firm
      shall provide detailed supporting calculations both to the Company and the
      Executive within 15 business days of the receipt of notice from the Executive
      that there has been a Payment or such earlier time as is requested by the
      Company. All fees and expenses of the Accounting Firm shall be borne solely
      by
      the Company. Any Excise Tax Gross-Up Payment, as determined pursuant to this
      Section 8, shall be paid by the Company to the Executive within five days of
      the
      receipt of the Accounting Firm’s determination. Any determination by the
      Accounting Firm shall be binding upon the Company and the Executive, unless
      the
      Company obtains an opinion of outside legal counsel, based upon at least
“substantial authority” within the meaning of Section 6662 of the Code, reaching
      a different determination, in which event such legal opinion shall be binding
      upon the Company and the Executive. As a result of the uncertainty in the
      application of Section 4999 of the Code at the time of the initial determination
      by the Accounting Firm hereunder, it is possible that Excise Tax Gross-Up
      Payments that will not have been made by the Company should have been made
      (the
“Underpayment”),
      consistent with the calculations required to be made hereunder. In the event
      the
      Company exhausts its remedies pursuant to Section 8(c) hereof and the Executive
      thereafter is required to make a payment of any Excise Tax, the Accounting
      Firm
      shall determine the amount of the Underpayment that has occurred and any such
      Underpayment shall be promptly paid by the Company to or for the benefit of
      the
      Executive.

     

    (c) The
      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 Excise Tax Gross-Up Payment. Such notification shall be given as soon as
      practicable, but no later than 10 business days after the Executive is informed
      in writing of such claim. The Executive shall apprise the Company of the nature
      of such claim and the date on which such claim is requested to be paid. The
      Executive shall not pay such claim prior to the expiration of the 30-day period
      following the date on which the Executive gives such notice to the Company
      (or
      such shorter period ending on the date that any payment of taxes with respect
      to
      such claim is due). If the Company notifies the Executive in writing prior
      to
      the expiration of such period that the Company desires to contest such claim,
      the Executive shall:

     

    (i) give
      the
      Company any information reasonably requested by the Company relating to such
      claim,

     

    (ii) 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,

     

    (iii) cooperate
      with the Company in good faith in order effectively to contest such claim,
      and


     

    (iv) permit
      the Company to participate in any proceedings relating to such
      claim;

     

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    


     

    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 and hold the Executive harmless, on an after-tax basis, for
      any
      Excise Tax or income tax (including interest and penalties) imposed as a result
      of such representation and payment of costs and expenses. Without limitation
      on
      the foregoing provisions of this Section 8(c), the Company shall control all
      proceedings taken in connection with such contest, and, at its sole discretion,
      may pursue or forgo any and all administrative appeals, proceedings, hearings
      and conferences with the applicable taxing authority in respect of such claim
      and may, at its sole discretion, either direct the Executive to pay the tax
      claimed and sue for a refund or contest the claim in any permissible manner,
      and
      the 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
      any extension of the statute of limitations relating to payment of taxes for
      the
      taxable year of the 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 the Excise Tax Gross-Up Payment would be payable hereunder, and the
      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.

     

    (d) If,
      after
      the receipt by the Executive of an Excise Tax Gross-Up Payment, the Executive
      becomes entitled to receive any refund with respect to the Excise Tax to which
      such Excise Tax Gross-Up Payment relates, the Executive shall (subject to the
      Company’s complying with the requirements of Section 8(c) hereof, if
      applicable) promptly pay to the Company the amount of such refund (together
      with
      any interest paid or credited thereon after taxes applicable thereto).


     

    (e) Notwithstanding
      any other provision of this Section 8, the Company may, in its sole discretion,
      withhold and pay over to the Internal Revenue Service or any other applicable
      taxing authority, for the benefit of the Executive, all or any portion of any
      Excise Tax Gross-Up Payment, and the Executive hereby consents to such
      withholding.

     

    (f) Any
      other
      liability for unpaid or unwithheld Excise Taxes shall be borne exclusively
      by
      the Company, in accordance with Section 3403 of the Code. The foregoing sentence
      shall not in any manner relieve the Company of any of its obligations under
      this
      Employment Agreement.

     

    (g) Definitions.
      The
      following terms shall have the following meanings for purposes of this Section
      8:

     

    (i) “Excise
      Tax”
shall
      mean the excise tax imposed by Section 4999 of the Code, together with any
      interest or penalties imposed with respect to such excise tax.

     

    (ii) “Parachute
      Value”
of
      a
      Payment shall mean the present value as of the date of the change of control
      for
      purposes of Section 280G of the Code of the portion of such Payment that
      constitutes a “parachute payment” under Section 280G(b)(2) of the 

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    


     

    Code,
      as
      determined by the Accounting Firm for purposes of determining whether and to
      what extent the Excise Tax will apply to such Payment.

     

    (iii) A
      “Payment”
shall
      mean any payment or distribution in the nature of compensation (within the
      meaning of Section 280G(b)(2) of the Code) to or for the benefit of the
      Executive, whether paid or payable pursuant to this Agreement or
      otherwise.

     

    (iv) The
      “Safe
      Harbor Amount”
shall
      mean 2.99 times the Executive’s “base amount,” within the meaning of Section
      280G(b)(3) of the Code.

     

    (v) “Value”
of
      a
      Payment shall mean the economic present value of a Payment as of the date of
      the
      change of control for purposes of Section 280G of the Code, as determined by
      the
      Accounting Firm using the discount rate required by Section 280G(d)(4) of the
      Code.

     

    9. Confidential
      Information and Non-Solicitation.
      

     

    (a) The
      Executive shall hold in a fiduciary capacity for the benefit of the Company
      all
      secret or confidential information, knowledge or data relating to the REIT,
      the
      Operating Partnership, Maguire Services, Inc., a Maryland corporation, and
      their
      respective subsidiaries and affiliates (collectively, the “Maguire
      Group”),
      and
      each of their respective businesses, which shall have been obtained by the
      Executive during the Executive’s employment by the Company and which shall not
      be or become public knowledge (other than by acts by the Executive or
      representatives of the Executive in violation of this Agreement). After
      termination of the Executive’s employment with the Company, the Executive shall
      not, without the prior written consent of the Company or as may otherwise be
      required by law or legal process, communicate or divulge any such information,
      knowledge or data to anyone other than the Company and those designated by
      it;
provided,
      that if
      the Executive receives actual notice that the Executive is or may be required
      by
      law or legal process to communicate or divulge any such information, knowledge
      or data, the Executive shall promptly so notify the Company. 

     

    (b) While
      employed by the Company and, for two (2) years after the Termination Date,
      the
      Executive shall not directly or indirectly solicit, induce, or encourage any
      employee, consultant, agent, customer, vendor, or other parties doing business
      with any member of the Maguire Group to terminate their employment, agency,
      or
      other relationship with the Maguire Group or such member or to render services
      for or transfer their business from the Maguire Group or such member and the
      Executive shall not initiate discussion with any such person for any such
      purpose or authorize or knowingly cooperate with the taking of any such actions
      by any other individual or entity. 

    


    (c) In
      no
      event shall an asserted violation of the provisions of this Section 9 constitute
      a basis for deferring or withholding any amounts otherwise payable to the
      Executive under this Agreement. However, in recognition of the facts that
      irreparable injury will result to the Company in the event of a breach by the
      Executive of his obligations under Sections 9(a) and (b) of this Agreement,
      that
      monetary damages for such breach would not be readily calculable, 


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


    and
      that
      the Company would not have an adequate remedy at law therefor, the Executive
      acknowledges, consents and agrees that in the event of such breach, or the
      threat thereof, the Company shall be entitled, in addition to any other legal
      remedies and damages available, to specific performance thereof and to temporary
      and permanent injunctive relief (without the necessity of posting a bond) to
      restrain the violation or threatened violation of such obligations by the
      Executive.

    


    10. Successors.
      

     

    (a) This
      Agreement is personal to the Executive and without the prior written consent
      of
      the Company shall not be assignable by the Executive otherwise than by will
      or
      the laws of descent and distribution. This Agreement shall inure to the benefit
      of and be enforceable by the Executive’s legal representatives.

     

    (b) This
      Agreement shall inure to the benefit of and be binding upon the Company and
      its
      successors and assigns.

     

    (c) The
      Company will require any successor (whether direct or indirect, by purchase,
      merger, consolidation or otherwise) to all or substantially all of the business
      and/or assets of the Company to assume and agree to perform this Agreement
      in
      the same manner and to the same extent that the Company would be required to
      perform it if no such succession had taken place. As used in this Agreement,
      “Company”
shall
      mean the Company as hereinbefore defined and any successor to its business
      and/or assets as aforesaid which assumes and agrees to perform this Agreement
      by
      operation of law, or otherwise. 

     

    11. Payment
      of Financial Obligations.
      The
      payment or provision to the Executive by the Company of any remuneration,
      benefits or other financial obligations pursuant to this Agreement shall be
      allocated to the Operating Partnership, the REIT and, if applicable, any
      subsidiary and/or affiliate thereof in accordance with the Employee Sharing
      and
      Expense Allocation Agreement, by and between the REIT, the Operating
      Partnership, and Maguire Services, Inc., as in effect from time to
      time.

     

    12. Miscellaneous.
      

     

    (a) Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of California, without reference to principles of conflict of laws. The
      captions of this Agreement are not part of the provisions hereof and shall
      have
      no force or effect. This Agreement may not be amended or modified otherwise
      than
      by a written agreement executed by the parties hereto or their respective
      successors and legal representatives.

     

    (b) Arbitration.
      Except
      as set forth in Section 9(c) above, any disagreement, dispute, controversy
      or
      claim arising out of or relating to this Agreement or the interpretation of
      this
      Agreement or any arrangements relating to this Agreement or contemplated in
      this
      Agreement or the breach, termination or invalidity thereof shall be settled
      by
      final and binding arbitration administered by JAMS/Endispute in Los Angeles,
      California in accordance with the then existing JAMS/Endispute Arbitration
      Rules
      and Procedures for Employment Disputes. In 

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    


     

    the
      event
      of such an arbitration proceeding, the Executive and the Company shall select
      a
      mutually acceptable neutral arbitrator from among the JAMS/Endispute panel
      of
      arbitrators. In the event the Executive and the Company cannot agree on an
      arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator.
      Neither the Executive nor the Company nor the arbitrator shall disclose the
      existence, content, or results of any arbitration hereunder without the prior
      written consent of all parties. Except as provided herein, the Federal
      Arbitration Act shall govern the interpretation, enforcement and all
      proceedings. The arbitrator shall apply the substantive law (and the law of
      remedies, if applicable) of the state of California, or federal law, or both,
      as
      applicable, and the arbitrator is without jurisdiction to apply any different
      substantive law. The arbitrator shall have the authority to entertain a motion
      to dismiss and/or a motion for summary judgment by any party and shall apply
      the
      standards governing such motions under the Federal Rules of Civil Procedure.
      The
      arbitrator shall render an award and a written, reasoned opinion in support
      thereof. Judgment upon the award may be entered in any court having jurisdiction
      thereof.

     

    (c) Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      given by hand delivery to the other party or by registered or certified mail,
      return receipt requested, postage prepaid, addressed as follows:

     

    If
      to
      the Executive:
      at the
      Executive’s most recent address on the records of the Company, 

     

    If
      to
      the REIT or the Operating Partnership:

     

    Maguire
      Properties, Inc.

    1733
      Ocean Avenue, Suite 400

    Santa
      Monica, CA 90401 

    Attn:
      Chief Executive Officer

    


    with
      a
      copy to:

     

    Latham
      & Watkins

    633
      West
      Fifth Street, Suite 4000

    Los
      Angeles, CA 90071

    Attn:
      Martha B. Jordan, Esq.

     

    or
      to
      such other address as either party shall have furnished to the other in writing
      in accordance herewith. Notice and communications shall be effective when
      actually received by the addressee.

     

    (d) Sarbanes-Oxley
      Act of 2002.
      Notwithstanding anything herein to the contrary, if the Company determines,
      in
      its good faith judgment, that any transfer or deemed transfer of funds hereunder
      is likely to be construed as a personal loan prohibited by Section 13(k) of
      the
      Exchange Act and the rules and regulations promulgated thereunder, then such
      transfer or deemed transfer shall not be made to the extent necessary or
      appropriate so as not to violate the Exchange Act and the rules and regulations
      promulgated thereunder.

     

     


    
      
        
        

      

      
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    (e)
       Section
      409A of the Code.
      The
      compensation and benefits payable under this Agreement are not intended to
      constitute “nonqualified deferred compensation” within the meaning of Section
      409A of the Code. However, notwithstanding any provision of this Agreement
      to
      the contrary, if at any time the Company determines that any such compensation
      or benefits payable under this Agreement may be subject to Section 409A of
      the
      Code, this Agreement shall be deemed to incorporate the terms and conditions
      required by Section 409A of the Code and Department of Treasury regulations
      promulgated thereunder. To the extent applicable, this Agreement shall be
      interpreted in accordance with Section 409A of the Code and Department of
      Treasury regulations and other interpretive guidance issued thereunder. If
      the
      Company determines that any compensation or benefits payable under this
      Agreement may be subject to Section 409A of the Code and related Department
      of
      Treasury guidance, the Company may in its sole discretion adopt such amendments
      to this Agreement or adopt other policies and procedures (including amendments,
      policies and procedures with retroactive effect), or take any other actions,
      that the Company determines are necessary or appropriate to (i) exempt the
      compensation and benefits payable under this Agreement from Section 409A of
      the
      Code and/or preserve the intended tax treatment of such compensation and
      benefits, or (ii) comply with the requirements of Section 409A of the Code
      and
      related Department of Treasury guidance.

     

    (f)
       Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.

     

    (g) Withholding.
      The
      Company may withhold from any amounts payable under this Agreement such Federal,
      state, local or foreign taxes as shall be required to be withheld pursuant
      to
      any applicable law or regulation. In addition, notwithstanding any other
      provision of this Agreement, the Company may, in its sole discretion, withhold
      and pay over to the Internal Revenue Service or any other applicable taxing
      authority, for the benefit of the Executive, all or any portion of any Excise
      Tax Gross-Up Payment, and the Executive hereby consents to such withholding.
      

     

    (h) No
      Waiver.
      The
      Executive’s or the Company’s failure to insist upon strict compliance with any
      provision of this Agreement or the failure to assert any right the Executive
      or
      the Company may have hereunder, including, without limitation, the right of
      the
      Executive to terminate employment for Good Reason pursuant to Section 3(c)
      of this Agreement, shall not be deemed to be a waiver of such provision or
      right
      or any other provision or right of this Agreement.

     

    (i) Entire
      Agreement.
      As of
      the Effective Date, this Agreement, together with the Common Stock Award
      Agreement, the Restricted Stock Agreement, the Performance Award Agreement
      and
      the Indemnification Agreement, constitutes the final, complete and exclusive
      agreement between the Executive and the Company with respect to the subject
      matter hereof and replaces and supersedes any and all other agreements, offers
      or promises, whether oral or written, between the parties concerning the subject
      matter hereof. 

     

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    


     

    (j) Counterparts.
      This
      Agreement may be executed simultaneously in two counterparts, each of which
      shall be deemed an original but which together shall constitute one and the
      same
      instrument.

     

    


    


    [SIGNATURE
      PAGE FOLLOWS]

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and,
      pursuant to the authorization from the Board, the Company has caused these
      presents to be executed in its name on its behalf, all as of the day and year
      first above written.

     

     

    MAGUIRE
      PROPERTIES, INC., 

    a
      Maryland corporation

     

    By:/s/
      Robert F. Maguire III 

    Name:
      Robert F. Maguire III

    Title:
      Chief Executive Officer

     

    MAGUIRE
      PROPERTIES, L.P.,

    a
      Maryland limited partnership


     

    By:
      Maguire Properties, Inc.

    Its:
      General Partner

     

    By:/s/
      Robert F. Maguire III 

    Name:
      Robert F. Maguire III

    Title:
      Chief Executive Officer

     

    “EXECUTIVE”

     

    /s/
      Paul S. Rutter

    Paul
      S.
      Rutter

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      A

     

    COMMON
      STOCK AWARD AGREEMENT

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    STOCK
      AWARD AGREEMENT

     

    THIS
      STOCK AWARD AGREEMENT (this “Agreement”) is made effective as of ___________,
      2006, between Maguire Properties, Inc., a Maryland corporation (the “Company”),
      Maguire Properties, L.P., a Maryland limited partnership (the “Employer”), and
      Paul S. Rutter (the “Stockholder”).

     

    WHEREAS,
      the Company has established the Amended and Restated 2003 Incentive Award Plan
      of Maguire Properties, Inc., Maguire Properties Services, Inc. and Maguire
      Properties, L.P. (the “Plan”); 

     

    WHEREAS,
      the Company wishes to carry out the Plan (the terms of which are hereby
      incorporated by reference and made a part of this Agreement); 

     

    WHEREAS,
      the Plan provides for the issuance of shares of the Company’s common stock, par
      value $.01 per share (the “Common Stock”), subject to the terms therein;


     

    WHEREAS,
      the Committee, appointed to administer the Plan, has determined that it would
      be
      to the advantage and in the best interest of the Company and its stockholders
      to
      issue the Common Stock provided for herein to the Stockholder (the “Stock
      Award”) as an inducement to enter into or remain in the service of the Employer,
      the Company, Maguire Properties Services, Inc. (the “Services Company”), or any
      Subsidiary, and as an incentive for increased efforts during such service,
      and
      has advised the Company thereof and instructed the undersigned officer to issue
      said Common Stock; and

     

    WHEREAS,
      all capitalized terms used herein without definition shall have the meanings
      ascribed to such terms in the Plan.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained and for
      other good and valuable consideration, receipt of which is hereby acknowledged,
      the parties hereto do hereby agree as follows:

     

    ARTICLE
      I.

     

    AWARD
      OF COMMON STOCK

     

    Section
      1.1 - Award of Common Stock

     

    For
      good
      and valuable consideration, on the date hereof the Company hereby issues to
      the
      Stockholder, and the Stockholder hereby purchases from the Company, ____________
      shares of Common Stock upon the terms and conditions set forth in this
      Agreement. The purchase price of the shares of Common Stock to be purchased
      by
      the Stockholder pursuant to this Agreement shall be $0.01 per share without
      commission or other charge.

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Notwithstanding
      anything to the contrary anywhere else in this Agreement, the Stock Award is
      subject to the terms, definitions and provisions of the Plan, which is
      incorporated herein by reference. 

     

    Section
      1.2 - Consideration to Company

     

    In
      consideration for the issuance of the Stock Award by the Company, the
      Stockholder agrees to render faithful and efficient services to the Employer,
      the Company, the Services Company, or any Subsidiary (as applicable), with
      such
      duties and responsibilities as shall from time to time be prescribed. Nothing
      in
      this Agreement or in the Plan shall confer upon the Stockholder any right to
      continue in the service of the Employer, the Company, the Services Company,
      or
      any Subsidiary or shall interfere with or restrict in any way the rights of
      the
      Employer, the Company, the Services Company, or any Subsidiary, which are hereby
      expressly reserved, to discharge the Stockholder at any time for any reason
      whatsoever, with or without cause.

     

    ARTICLE
      II.

     

    FULLY
      VESTED AWARD

     

    Section
      2.1 - Fully Vested Award

     

    The
      Stock
      Award shall be fully vested with respect to all shares of Common Stock subject
      thereto as of the date hereof.

     

    ARTICLE
      III.

     

    MISCELLANEOUS

     

    Section
      3.1 - Holding Period and
      Additional Restrictions as to Ownership and
      Transfer

     

    (a) Notwithstanding
      any provision of this Agreement to the contrary, in the event that the purchase
      of the Common Stock subject to the Stock Award is not exempt under Section
      16 of
      the Exchange Act on the date on which such Common Stock is purchased, such
      Common Stock may not be sold, assigned or otherwise transferred or exchanged
      until at least six months and one day have elapsed from the date on which such
      Common Stock was purchased.

     

    (b) The
      Common Stock subject to the Stock Award shall be subject to the restrictions
      on
      ownership and transfer set forth in the Articles of Incorporation of the
      Company.

     

    Section
      3.2 - Conditions to Issuance of Stock Certificates

     

    The
      Common Stock subject to the Stock Award may be either previously authorized
      but
      unissued shares or issued shares which have then been reacquired by the Company.
      Such shares shall be fully paid and nonassessable. Neither the Company nor
      the
      Employer shall be required to issue or deliver any certificate or certificates
      for shares of stock pursuant to this Agreement prior to fulfillment of all
      of
      the following conditions:

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (a) The
      admission of such shares to listing on all stock exchanges on which such class
      of stock is then listed;

     

    (b) The
      completion of any registration or other qualification of such shares under
      any
      state or federal law or under rulings or regulations of the Securities and
      Exchange Commission or of any other governmental regulatory body, which the
      Committee shall, in its absolute discretion, deem necessary or
      advisable;

     

    (c) The
      obtaining of any approval or other clearance from any state or federal
      governmental agency which the Committee shall, in its absolute discretion,
      determine to be necessary or advisable;

     

    (d) The
      lapse
      of such reasonable period of time as the Committee may from time to time
      establish for reasons of administrative convenience; and

     

    (e) The
      receipt by the Company of full payment for such shares, including payment of
      any
      applicable withholding tax to the Company or the Employer, as
      applicable.

     

    Section
      3.3 - Ownership Limit and REIT Status.

     

    Notwithstanding
      anything contained herein, the shares of Common Stock subject to the Stock
      Award
      shall not be issued to the Stockholder:

     

    (a) to
      the
      extent such issuance could cause the Stockholder to be in violation of the
      Ownership Limit; or

     

    (b) if,
      in
      the discretion of the Administrator, such issuance could impair the Company’s
      status as a REIT.

     

    Section
      3.4 - Notices

     

    Any
      notice to be given by the Stockholder under the terms of this Agreement shall
      be
      addressed to the Secretary of the Company. Any notice to be given to the
      Stockholder shall be addressed to him or her at the address given beneath his
      or
      her signature hereto. By a notice given pursuant to this Section 3.4,
      either party may hereafter designate a different address for notices to be
      given
      to him. Any notice which is required to be given to the Stockholder shall,
      if
      the Stockholder is then deceased, be given to the Stockholder’s personal
      representative if such representative has previously informed the Company of
      his
      or her status and address by written notice under this Section 3.4. Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon personal delivery or upon deposit in the United
      States mail by certified mail, with postage and fees prepaid, addressed as
      set
      forth above.

     

    Section
      3.5 - Rights as Stockholder

     

    The
      Stockholder shall have all the rights of a stockholder with respect to the
      Common Stock subject to the Stock Award, including the right to vote such Common
      Stock and 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    the
      right
      to receive all dividends or other distributions paid or made with respect to
      such Common Stock.

     

    Section
      3.6 - Conformity to Securities Laws

     

    The
      Stockholder acknowledges that the Plan and this Agreement are intended to
      conform to the extent necessary with all provisions of all applicable federal
      and state laws, rules and regulations (including, but not limited to the
      Securities Act and the Exchange Act and any and all regulations and rules
      promulgated by the Securities and Exchange Commission thereunder, including
      without limitation the applicable exemptive conditions of Rule 16b-3) and to
      such approvals by any listing, regulatory or other governmental authority as
      may, in the opinion of counsel for the Company, be necessary or advisable in
      connection therewith. Notwithstanding anything herein to the contrary, the
      Plan
      shall be administered, and the Stock Award is granted, only in such a manner
      as
      to conform to such laws, rules and regulations. To the extent permitted by
      applicable law, the Plan and this Agreement shall be deemed amended to the
      extent necessary to conform to such laws, rules and regulations.

     

    Section
      3.7 - Amendments

     

    This
      Agreement and the Plan may be amended without the consent of the Stockholder;
      provided,
      however,
      that no
      such amendment shall, without the consent of the Stockholder, impair any rights
      of the Stockholder under this Agreement.

     

    Section
      3.8 - Tax Withholding

     

    The
      Company or the Employer, as applicable, shall be entitled to require payment
      in
      cash or deduction from other compensation payable to the Stockholder of any
      sums
      required by federal, state or local tax law to be withheld with respect to
      the
      issuance or payment of the Common Stock subject to the Stock Award. The
      Committee may in its discretion and in satisfaction of the foregoing requirement
      allow the Stockholder to elect to have the Company or the Employer, as
      applicable, withhold shares of Common Stock otherwise issuable under the Stock
      Award (or allow the return of shares of Common Stock) having a Fair Market
      Value
      equal to the sums required to be withheld. Notwithstanding any other provision
      of the Plan or this Agreement, the number of shares of Common Stock which may
      be
      withheld with respect to the issuance or payment of the Common Stock subject
      to
      the Stock Award in order to satisfy the Stockholder’s federal and state income
      and payroll tax liabilities with respect to the issuance or payment of such
      Common Stock shall be limited to the number of shares which have a fair market
      value on the date of withholding or repurchase equal to the aggregate amount
      of
      such liabilities based on the minimum statutory withholding rates for federal
      and state tax income and payroll tax purposes that are applicable to such
      supplemental taxable income.

     

    Section
      3.9 - Governing Law

     

    This
      Agreement shall be administered, interpreted and enforced under the internal
      laws of the State of California without regard to conflicts of laws
      thereof.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
      hereto.

     

    


    MAGUIRE
      PROPERTIES, INC.,
      

    a
      Maryland corporation

    


    


    By: 
      _____________________________

    Name:
      

    Title:

    


    


    MAGUIRE
      PROPERTIES, L.P.,

    a
      Maryland limited partnership

    


    By: Maguire
      Properties, Inc., a Maryland  corporation

    Its: General
      Partner

    


    


    By: 
      _____________________________

    Name:
      

    Title:

    


    


    STOCKHOLDER

    


    


    _____________________________

    Paul
      S.
      Rutter

    Address:

     

     

    


    


    Taxpayer
      Identification Number: _______________

    


    


     

    


     

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      B

     

    RESTRICTED
      STOCK AGREEMENT

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    RESTRICTED
      STOCK AGREEMENT

     

    THIS
      RESTRICTED STOCK AGREEMENT (this “Agreement”) is made effective as of
      __________, 2006, between Maguire Properties, Inc., a Maryland corporation
      (the
“Company”), Maguire Properties, L.P., a Maryland limited partnership (the
“Employer”), and Paul S. Rutter (the “Restricted Stockholder”).

     

    WHEREAS,
      the Company has established the Amended and Restated 2003 Incentive Award Plan
      of Maguire Properties, Inc., Maguire Properties Services, Inc. and Maguire
      Properties, L.P. (the “Plan”); 

     

    WHEREAS,
      the Company wishes to carry out the Plan (the terms of which are hereby
      incorporated by reference and made a part of this Agreement); 

     

    WHEREAS,
      the Plan provides for the issuance of shares of the Company’s common stock, par
      value $.01 per share (the “Common Stock”), subject to certain restrictions
      thereon (“Restricted Stock”); 

     

    WHEREAS,
      the Committee, appointed to administer the Plan, has determined that it would
      be
      to the advantage and in the best interest of the Company and its stockholders
      to
      issue the Restricted Stock provided for herein to the Restricted Stockholder
      as
      an inducement to enter into or remain in the service of the Employer, the
      Company, Maguire Properties Services, Inc. (the “Services Company”), or any
      Subsidiary, and as an incentive for increased efforts during such service,
      and
      has advised the Company thereof and instructed the undersigned officer to issue
      said Restricted Stock; and

     

    WHEREAS,
      all capitalized terms used herein without definition shall have the meanings
      ascribed to such terms in the Plan.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained and for
      other good and valuable consideration, receipt of which is hereby acknowledged,
      the parties hereto do hereby agree as follows:

     

    ARTICLE
      I.

     

    AWARD
      OF RESTRICTED STOCK

     

    Section
      1.1 - Award of Restricted Stock

     

    For
      good
      and valuable consideration, on the date hereof the Company hereby issues to
      the
      Restricted Stockholder, and the Restricted Stockholder hereby purchases from
      the
      Company, ____________ shares of Common Stock upon the terms and conditions
      set
      forth in this Agreement. The purchase price of the shares of Common Stock to
      be
      purchased by the Restricted Stockholder pursuant to this Agreement shall be
      $0.01 per share without commission or other charge.

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Notwithstanding
      anything to the contrary anywhere else in this Agreement, the Restricted Stock
      is subject to the terms, definitions and provisions of the Plan, which is
      incorporated herein by reference. 

     

    Section
      1.2 - Consideration to Company

     

    In
      consideration for the issuance of Restricted Stock by the Company, the
      Restricted Stockholder agrees to render faithful and efficient services to
      the
      Employer, the Company, the Services Company, or any Subsidiary (as applicable),
      with such duties and responsibilities as shall from time to time be prescribed.
      Nothing in this Agreement or in the Plan shall confer upon the Restricted
      Stockholder any right to continue in the service of the Employer, the Company,
      the Services Company, or any Subsidiary or shall interfere with or restrict
      in
      any way the rights of the Employer, the Company, the Services Company, or any
      Subsidiary, which are hereby expressly reserved, to discharge the Restricted
      Stockholder at any time for any reason whatsoever, with or without
      cause.

     

    ARTICLE
      II.

     

    RESTRICTIONS

     

    Section
      2.1 - Repurchase of Restricted Stock

     

    Immediately
      upon the Restricted Stockholder’s Termination of Employment, Termination of
      Directorship or Termination of Consultancy (as applicable) for any reason,
      the
      Company or the Employer shall have the right to repurchase from the Restricted
      Stockholder any or all shares of Restricted Stock then subject to Restrictions
      at a cash price per share equal to the price paid by the Restricted Stockholder
      for such Restricted Stock; provided,
      however,
      that
      provision may be made by the Committee in its sole and absolute discretion
      that
      no such right of repurchase shall exist in the event of:

     

    (a) The
      Restricted Stockholder’s Termination of Employment, Termination of Directorship
      or Termination of Consultancy without cause or because of the Restricted
      Stockholder’s death, disability or retirement; or

     

    (b) The
      Restricted Stockholder’s Termination of Employment, Termination of Directorship
      or Termination of Consultancy following a Change in Control.

     

    Section
      2.2 - Forfeiture of Restricted Stock

     

    If
      no
      consideration was paid by the Restricted Stockholder upon issuance of the
      Restricted Stock, immediately upon the Restricted Stockholder’s Termination of
      Employment, Termination of Directorship or Termination of Consultancy, the
      Restricted Stockholder shall forfeit any and all shares of Restricted Stock
      then
      subject to Restrictions and the Restricted Stockholder’s rights in any
      Restricted Stock then subject to Restrictions shall lapse; provided,
      however,
      that
      provision may be made by the Committee in its sole and absolute discretion
      that
      no such forfeiture shall exist in the event of:

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (a) The
      Restricted Stockholder’s Termination of Employment, Termination of Directorship
      or Termination of Consultancy without cause or because of the Restricted
      Stockholder’s death, disability or retirement; or

     

    (b) The
      Restricted Stockholder’s Termination of Employment, Termination of Directorship
      or Termination of Consultancy following a Change in Control.

     

    For
      purposes of this Agreement, the term “Restrictions” shall mean the exposure to
      repurchase set forth in Section 2.1 hereof and to forfeiture set forth in this
      Section 2.2 and the restrictions on sale or other transfer set forth in Sections
      2.5 and 2.6.

     

    Section
      2.3 - Legend

     

    Certificates
      representing shares of Restricted Stock issued pursuant to this Agreement shall,
      until all Restrictions lapse and new certificates are issued pursuant to
      Section 2.4(c) hereof, bear the following legend or legend substantially
      similar thereto:

     

    
      	 	
              “THE
                SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE,
                REACQUISITION AND CERTAIN RESTRICTIONS ON TRANSFERABILITY UNDER THE
                TERMS
                OF THAT CERTAIN RESTRICTED STOCK AGREEMENT BY AND BETWEEN MAGUIRE
                PROPERTIES, INC., MAGUIRE PROPERTIES, L.P. AND THE REGISTERED OWNER
                OF
                SUCH SECURITIES, AND SUCH SECURITIES MAY NOT BE, DIRECTLY OR INDIRECTLY,
                OFFERED, TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
                DISPOSED OF UNDER ANY CIRCUMSTANCES, EXCEPT PURSUANT TO THE PROVISIONS
                OF
                SUCH AGREEMENT.”

            


    

     

    Section
      2.4 - Lapse of Restrictions

     

    (a) Subject
      to paragraph (b) below and to Sections 2.1, 2.2 and 3.4 hereof, the
      Restrictions shall lapse in cumulative installments as follows (each such date,
      a “Vesting Date”): 

     

    (i) The
      Restrictions shall lapse with respect to twenty percent (20%) of the shares
      of
      the Restricted Stock on the first anniversary of the date hereof;

     

    (ii) The
      Restrictions shall lapse with respect to twenty percent (20%) of the shares
      of
      the Restricted Stock on the second anniversary of the date hereof;

     

    (iii) The
      Restrictions shall lapse with respect to twenty percent (20%) of the shares
      of
      the Restricted Stock on the third anniversary of the date hereof;

     

    (iv) The
      Restrictions shall lapse with respect to twenty percent (20%) of the shares
      of
      the Restricted Stock on the fourth anniversary of the date hereof;
      and

     

    (v) The
      Restrictions shall lapse with respect to twenty percent (20%) of the shares
      of
      the Restricted Stock on the fifth anniversary of the date hereof.

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (b) Notwithstanding
      the foregoing, in the event of the Restricted Stockholder’s Termination of
      Employment by the Company without Cause or by the Restricted Stockholder for
      Good Reason or pursuant to a Change in Control Resignation (each as defined
      in
      that certain Employment Agreement, dated as of __________, 2006, between the
      Company and the Restricted Stockholder, as amended from time to time, and
      referred to hereinafter as the “Employment Agreement”), the Restrictions shall
      thereupon lapse with respect to all of the shares of the Restricted Stock.
      

     

    (c) Upon
      the
      lapse of the Restrictions, the Company shall cause new certificates to be issued
      with respect to such shares and delivered to the Restricted Stockholder or
      his
      or her legal representative, free from the legend provided for in
      Section 2.3 hereof and any of the other Restrictions. Notwithstanding the
      foregoing, no such new certificate shall be delivered to the Restricted
      Stockholder or his or her legal representative unless and until the Restricted
      Stockholder or his or her legal representative shall have paid to the Company
      or
      the Employer, as applicable, in cash the full amount of all federal and state
      withholding or other employment taxes applicable to the taxable income of the
      Restricted Stockholder resulting from the grant of Restricted Stock or the
      lapse
      of the Restrictions.

     

    Section
      2.5 - Restricted Stock Not Transferable

     

    Until
      the
      Restrictions hereunder lapse or expire pursuant to this Agreement, neither
      the
      Restricted Stock (including any shares received by holders thereof with respect
      to shares of Restricted Stock as a result of stock dividends, stock splits
      or
      any other form of recapitalization) nor any interest or right therein or part
      thereof shall be liable for the debts, contracts, or engagements of the
      Restricted Stockholder or his or her successors in interest or shall be subject
      to disposition by transfer, alienation, anticipation, pledge, encumbrance,
      assignment or any other means whether such disposition be voluntary or
      involuntary or by operation of law by judgment, levy, attachment, garnishment
      or
      any other legal or equitable proceedings (including bankruptcy) and any
      attempted disposition thereof shall be null and void and of no effect;
provided,
      however,
      that,
      subject to the Ownership Limit (as defined in the Articles of Incorporation
      of
      the Company), this Section 2.5 shall not prevent transfers by will or by the
      applicable laws of descent and distribution or pursuant to a domestic relations
      order as defined by the Code or Title I of the Employee Retirement Income
      Security Act of 1974, as amended, or the rules thereunder.

     

    Section
      2.6 - Restrictions on New Shares

     

    In
      the
      event that the outstanding shares of Common Stock are changed into or exchanged
      for a different number or kind of capital stock or other securities of the
      Company or of another corporation by reason of merger, consolidation,
      recapitalization, reclassification, stock split, stock dividend or combination
      of shares, such new or additional or different shares or securities which are
      issued upon conversion of or in exchange or substitution for shares of
      Restricted Stock which are then subject to Restrictions shall be considered
      to
      be Restricted Stock and shall be subject to all of the Restrictions, unless
      the
      Committee provides for the expiration of the Restrictions on the shares of
      Restricted Stock underlying the distribution of the new or additional or
      different shares or securities.

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Section
      2.7 - Section 83(b)

     

    The
      Restricted Stockholder covenants that he or she will not make an election under
      Section 83(b) of the Code with respect to the receipt of any share of
      Restricted Stock without the consent of the Company, which the Company may
      grant
      or withhold in its sole discretion.

     

    ARTICLE
      III.

     

    MISCELLANEOUS

     

    Section
      3.1 - Holding Period and
      Additional Restrictions as to Ownership and
      Transfer

     

    (a) Notwithstanding
      any provision of this Agreement to the contrary, in the event that the purchase
      of the Restricted Stock is not exempt under Section 16 of the Exchange Act
      on
      the date on which the Restricted Stock is granted, the Restricted Stock may
      not
      be sold, assigned or otherwise transferred or exchanged until at least six
      months and one day have elapsed from the date on which the Restricted Stock
      was
      granted.

     

    (b) The
      Restricted Stock (whether or not the Restrictions have lapsed with respect
      to
      such Restricted Stock) shall be subject to the restrictions on ownership and
      transfer set forth in the Articles of Incorporation of the Company.

     

    Section
      3.2 - Conditions to Issuance of Stock Certificates

     

    Shares
      of
      Restricted Stock may be either previously authorized but unissued shares or
      issued shares which have then been reacquired by the Company. Such shares shall
      be fully paid and nonassessable. Neither the Company nor the Employer shall
      be
      required to issue or deliver any certificate or certificates for shares of
      stock
      pursuant to this Agreement prior to fulfillment of all of the following
      conditions:

     

    (a) The
      admission of such shares to listing on all stock exchanges on which such class
      of stock is then listed;

     

    (b) The
      completion of any registration or other qualification of such shares under
      any
      state or federal law or under rulings or regulations of the Securities and
      Exchange Commission or of any other governmental regulatory body, which the
      Committee shall, in its absolute discretion, deem necessary or
      advisable;

     

    (c) The
      obtaining of any approval or other clearance from any state or federal
      governmental agency which the Committee shall, in its absolute discretion,
      determine to be necessary or advisable;

     

    (d) The
      lapse
      of such reasonable period of time as the Committee may from time to time
      establish for reasons of administrative convenience; and

     

    (e) The
      receipt by the Company of full payment for such shares, including payment of
      any
      applicable withholding tax to the Company or the Employer, as
      applicable.

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Section
      3.3 - Escrow

     

    (a) The
      Restricted Stockholder hereby authorizes and directs the Secretary of the
      Company, or such other person designated by the Company, to transfer the shares
      of Restricted Stock which are subject to the Restrictions from the Restricted
      Stockholder to the Company or the Employer, as applicable, in the event of
      repurchase of such shares by the Company or the Employer pursuant to Section
      2.1
      or forfeiture of such shares pursuant to Section 2.2. 

     

    (b) To
      insure
      the availability for delivery of the Restricted Stock upon repurchase pursuant
      to Section 2.1 or forfeiture pursuant to Section 2.2, the Restricted Stockholder
      hereby appoints the Secretary, or any other person designated by the Company
      as
      escrow agent, as its attorney-in-fact to sell, assign and transfer unto the
      Company, such shares, if any, repurchased or forfeited pursuant to this
      Agreement and shall, upon execution of this Agreement, deliver and deposit
      with
      the Secretary of the Company, or such other person designated by the Company,
      the share certificates representing the Restricted Stock, together with the
      stock assignment duly endorsed in blank, attached hereto as Exhibit
      A.
      The
      Restricted Stock and stock assignment shall be held by the Secretary in escrow,
      pursuant to the Joint Escrow Instructions of the Company and the Restricted
      Stockholder attached hereto as Exhibit B,
      until
      all of the Restrictions expire or shall have been removed. As a further
      condition to the Company’s and the Employer’s obligations under this Agreement,
      the spouse of the Restricted Stockholder, if any, shall execute and deliver
      to
      the Company the Consent of Spouse attached hereto as Exhibit
      C.
      Upon
      the lapse of the Restrictions on the Restricted Stock, the escrow agent shall
      promptly deliver to the Restricted Stockholder the certificate or certificates
      representing such shares in the escrow agent’s possession belonging to the
      Restricted Stockholder, and the escrow agent shall be discharged of all further
      obligations hereunder; provided,
      however,
      that
      the escrow agent shall nevertheless retain such certificate or certificates
      as
      escrow agent if so required pursuant to other restrictions imposed pursuant
      to
      this Agreement. 

     

    (c) The
      Company, or its designee, shall not be liable for any act it may do or omit
      to
      do with respect to holding the Restricted Stock in escrow and while acting
      in
      good faith and in the exercise of its judgment.

     

    Section
      3.4 - Ownership Limit and REIT Status.

     

    Notwithstanding
      anything contained herein, the Restrictions on the Restricted Stock shall not
      lapse:

     

    (a) to
      the
      extent the lapsing of such Restrictions could cause the Restricted Stockholder
      to be in violation of the Ownership Limit; or

     

    (b) if,
      in
      the discretion of the Administrator, the lapsing of such Restrictions could
      impair the Company’s status as a REIT.

     

    Section
      3.5 - Notices

     

    Any
      notice to be given by the Restricted Stockholder under the terms of this
      Agreement shall be addressed to the Secretary of the Company. Any notice to
      be
      given to the 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Restricted
      Stockholder shall be addressed to him or her at the address given beneath his
      or
      her signature hereto. By a notice given pursuant to this Section 3.5,
      either party may hereafter designate a different address for notices to be
      given
      to him. Any notice which is required to be given to the Restricted Stockholder
      shall, if Restricted Stockholder is then deceased, be given to the Restricted
      Stockholder’s personal representative if such representative has previously
      informed the Company of his or her status and address by written notice under
      this Section 3.5. Any notice required or permitted hereunder shall be given
      in writing and shall be deemed effectively given upon personal delivery or
      upon
      deposit in the United States mail by certified mail, with postage and fees
      prepaid, addressed as set forth above.

     

    Section
      3.6 - Rights as Stockholder

     

    Except
      as
      otherwise provided herein, upon the delivery of Restricted Stock to the escrow
      holder pursuant to Section 3.3 hereof, the holder of the Restricted Stock shall
      have all the rights of a stockholder with respect to the Restricted Stock,
      including the right to vote the Restricted Stock and the right to receive all
      dividends or other distributions paid or made with respect to the Restricted
      Stock; provided,
      however,
      that in
      the discretion of the Committee, any extraordinary distributions with respect
      to
      the Restricted Stock that is subject to the Restrictions shall also be subject
      to the Restrictions.

     

    Section
      3.7 - Conformity to Securities Laws

     

    The
      Restricted Stockholder acknowledges that the Plan and this Agreement are
      intended to conform to the extent necessary with all provisions of all
      applicable federal and state laws, rules and regulations (including, but not
      limited to the Securities Act and the Exchange Act and any and all regulations
      and rules promulgated by the Securities and Exchange Commission thereunder,
      including without limitation the applicable exemptive conditions of Rule 16b-3)
      and to such approvals by any listing, regulatory or other governmental authority
      as may, in the opinion of counsel for the Company, be necessary or advisable
      in
      connection therewith. Notwithstanding anything herein to the contrary, the
      Plan
      shall be administered, and the Restricted Stock is granted, only in such a
      manner as to conform to such laws, rules and regulations. To the extent
      permitted by applicable law, the Plan, this Agreement and the Restricted Stock
      shall be deemed amended to the extent necessary to conform to such laws, rules
      and regulations.

     

    Section
      3.8 - Amendments

     

    This
      Agreement and the Plan may be amended without the consent of the Restricted
      Stockholder; provided,
      however,
      that no
      such amendment shall, without the consent of the Restricted Stockholder, impair
      any rights of the Restricted Stockholder under this Agreement.

     

    Section
      3.9 - Tax Withholding

     

    The
      Company or the Employer, as applicable, shall be entitled to require payment
      in
      cash or deduction from other compensation payable to the Restricted Stockholder
      of any sums required by federal, state or local tax law to be withheld with
      respect to the issuance, vesting, exercise or payment of the Restricted Stock.
      The Committee may in its discretion and in 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    satisfaction
      of the foregoing requirement allow the Restricted Stockholder to elect to have
      the Company or the Employer, as applicable, withhold shares of Common Stock
      otherwise issuable under such award (or allow the return of shares of Common
      Stock) having a Fair Market Value equal to the sums required to be withheld.
      Notwithstanding any other provision of the Plan or this Agreement, the number
      of
      shares of Common Stock which may be withheld with respect to the issuance,
      vesting or payment of the Restricted Stock (or which may be repurchased from
      the
      Restricted Stockholder within six months after such shares of Common Stock
      were
      acquired by the Restricted Stockholder from the Company or the Employer) in
      order to satisfy the Restricted Stockholder’s federal and state income and
      payroll tax liabilities with respect to the issuance, vesting or payment of
      the
      Restricted Stock shall be limited to the number of shares which have a fair
      market value on the date of withholding or repurchase equal to the aggregate
      amount of such liabilities based on the minimum statutory withholding rates
      for
      federal and state tax income and payroll tax purposes that are applicable to
      such supplemental taxable income.

     

    Section
      3.10 - Governing Law

     

    This
      Agreement shall be administered, interpreted and enforced under the internal
      laws of the State of California without regard to conflicts of laws
      thereof.

     

    Section
      3.11 - Stop Transfer Instructions

     

    To
      ensure
      compliance with the Restrictions, the Company may issue appropriate “stop
      transfer” instructions to its transfer agent with respect to the Restricted
      Stock.

     

    


     

    


     

    [SIGNATURE
      PAGE FOLLOWS]

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
      hereto.

     

    


    MAGUIRE
      PROPERTIES, INC.,
      

    a
      Maryland corporation

    


    


    By:  /s/
      Robert F. Maguire III______________

    Name: Robert
      F. Maguire III

    Title: 
      Chairman and Chief Executive Officer

    


    


    MAGUIRE
      PROPERTIES, L.P.,

    a
      Maryland limited partnership

    


    By: Maguire
      Properties, Inc., a Maryland  corporation

    Its: General
      Partner

    


    


    By: 
      /s/ Robert F. Maguire III______________

    Name:
      Robert F. Maguire III

    Title:
      Chairman and Chief Executive Officer

    


    


    RESTRICTED
      STOCKHOLDER

    


    


    /s/ Paul S. Rutter________________

    Paul
      S.
      Rutter

    Address:

     

    
 

    Taxpayer
      Identification Number: _______________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A TO RESTRICTED STOCK AGREEMENT

    STOCK
      ASSIGNMENT SEPARATE FROM CERTIFICATE(S)

     

    FOR
      VALUE
      RECEIVED, __________________________ hereby sells, assigns and transfers unto
      Maguire Properties, Inc., a Maryland corporation (the “Company”), pursuant to
      the repurchase right under that certain Restricted Stock Agreement, dated
      _______________ by and between the undersigned, the Company and Maguire
      Properties, L.P., a Maryland limited partnership (the “Agreement”),
      _______________ (_______________) shares of Common Stock of the Company standing
      in the undersigned’s name on the books of the Company represented by Certificate
      No(s). _______________ and does hereby irrevocably constitute and appoint the
      Company’s Secretary to transfer said Common Stock on the books of the Company
      with full power of substitution in the premises. 

     

    This
      Stock Assignment Separate from Certificate(s) may be used only in accordance
      with and subject to the terms and conditions of the Agreement, in connection
      with the repurchase of shares of Common Stock issued to the undersigned pursuant
      to the Agreement, and only to the extent that such shares remain subject to
      the
      Company’s repurchase option under the Agreement.

     

    


     

    


    Dated:
      __________________   ______________________________________

    (Signature)

    


    


    


    ______________________________________

    (Print
      Name)

     

    (Instruction:
      Please
      do not fill in any blanks other than the “Signature” line and the “Print Name”
line.)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      B TO RESTRICTED STOCK AGREEMENT

    JOINT
      ESCROW INSTRUCTIONS

    


    Maguire
      Properties, Inc.

    555
      West
      Fifth Street, Suite 5000

    Los
      Angeles, CA 90013-1010

    Attn:
      ____________    

     

    Dear
      ____________:

     

    As
      Escrow
      Agent for Maguire Properties, Inc. (the “Company”) and the undersigned purchaser
      of Common Stock of the Company (the “Purchaser”), you are hereby authorized and
      directed to hold the documents delivered to you pursuant to the terms of that
      certain Restricted Stock Agreement (“Agreement”), dated ________, to which a
      copy of these Joint Escrow Instructions is attached as Exhibit B,
      in
      accordance with the following instructions:

     

    1. In
      the
      event of repurchase of any shares by the Company or the Purchaser’s employer
      pursuant to Section 2.1 of the Agreement or forfeiture of such shares pursuant
      to Section 2.2 of the Agreement, the Company or its assignee will give to
      Purchaser and you a written notice specifying the number of shares of Common
      Stock to be purchased, the purchase price, and the time for a closing hereunder
      at the principal office of the Company. Purchaser and the Company hereby
      irrevocably authorize and direct you to close the transaction contemplated
      by
      such notice in accordance with the terms of said notice.

     

    2. At
      the
      closing you are directed (a) to date any stock assignments necessary for
      the transfer in question, (b) to fill in the number of shares being
      transferred, and (c) to deliver same, together with the certificate
      evidencing the shares of Common Stock to be transferred, to the Company against
      the simultaneous delivery to you of the purchase price (which may include
      suitable acknowledgment of cancellation of indebtedness) of the number of shares
      of Common Stock being purchased or forfeited.

     

    3. Purchaser
      irrevocably authorizes the Company to deposit with you any certificates
      evidencing shares of Common Stock to be held by you hereunder and any additions
      and substitutions to said shares as specified in the Agreement. Purchaser does
      hereby irrevocably constitute and appoint you as the Purchaser’s
      attorney-in-fact and agent for the term of this escrow to execute with respect
      to such securities and other property all documents of assignment and/or
      transfer and all stock certificates necessary or appropriate to make all
      securities negotiable and complete any transaction herein
      contemplated.

     

    4. This
      escrow shall terminate upon expiration or exercise in full of the Restrictions
      described in the Agreement, whichever occurs first.

     

    5. If
      at the
      time of termination of this escrow you should have in your possession any
      documents, securities, or other property belonging to Purchaser, you shall
      deliver all of same to Purchaser and shall be discharged of all further
      obligations hereunder; provided,
      however,
      that if
      at the time of termination of this escrow you are advised by the Company that
      the property 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    subject
      to this escrow is the subject of a pledge or other security agreement, you
      shall
      deliver all such property to the pledgeholder or other person designated by
      the
      Company.

     

    6. Except
      as
      otherwise provided in these Joint Escrow Instructions, your duties hereunder
      may
      be altered, amended, modified or revoked only by a writing signed by all of
      the
      parties hereto.

     

    7. You
      shall
      be obligated only for the performance of such duties as are specifically set
      forth herein and may rely and shall be protected in relying or refraining from
      acting on any instrument reasonably believed by you to be genuine and to have
      been signed or presented by the proper party or parties or their assignees.
      You
      shall not be personally liable for any act you may do or omit to do hereunder
      as
      Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith
      and
      any act done or omitted by you pursuant to the advice of your own attorneys
      shall be conclusive evidence of such good faith.

     

    8. You
      are
      hereby expressly authorized to disregard any and all warnings given by any
      of
      the parties hereto or by any other person or corporation, excepting only orders
      or process of courts of law, and are hereby expressly authorized to comply
      with
      and obey orders, judgments or decrees of any court. In case you obey or comply
      with any such order, judgment or decree of any court, you shall not be liable
      to
      any of the parties hereto or to any other person, firm or corporation by reason
      of such compliance, notwithstanding any such order, judgment or decree being
      subsequently reversed, modified, annulled, set aside, vacated or found to have
      been entered without jurisdiction.

     

    9. You
      shall
      not be liable in any respect on account of the identity, authority or rights
      of
      the parties executing or delivering or purporting to execute or deliver the
      Agreement or any documents or papers deposited or called for
      hereunder.

     

    10. You
      shall
      not be liable for the outlawing of any rights under any statute of limitations
      with respect to these Joint Escrow Instructions or any documents deposited
      with
      you.

     

    11. Your
      responsibilities as Escrow Agent hereunder shall terminate if you shall cease
      to
      be Secretary of the Company or if you shall resign by written notice to each
      party. In the event of any such termination, the Company may appoint any officer
      or assistant officer of the Company as successor Escrow Agent and Purchaser
      hereby confirms the appointment of such successor or successors as the
      Purchaser’s attorney-in-fact and agent to the full extent of your
      appointment.

     

    12. If
      you
      reasonably require other or further instruments in connection with these Joint
      Escrow Instructions or obligations in respect hereto, the necessary parties
      hereto shall join in furnishing such instruments.

     

    13. It
      is
      understood and agreed that should any dispute arise with respect to the delivery
      and/or ownership or right of possession of the securities, you are authorized
      and directed to retain in your possession without liability to anyone all or
      any
      part of said securities until such dispute shall have been settled either by
      mutual written agreement of the parties concerned or by a final order, decree
      or
      judgment of a court of competent jurisdiction after the time for appeal has
      

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    expired
      and no appeal has been perfected, but you shall be under no duty whatsoever
      to
      institute or defend any such proceedings.

     

    14. Any
      notice required or permitted hereunder shall be given in writing and shall
      be
      deemed effectively given upon personal delivery or sent by telegram or fax
      or
      upon deposit in the United States Post Office, by registered or certified mail
      with postage and fees prepaid, addressed to the other party at the addresses
      set
      forth on the signature pages hereto or at such other address as such party
      may
      designate by ten (10) days’ advance written notice to the other party
      hereto.

     

    15. By
      signing these Joint Escrow Instructions you become a party hereto only for
      the
      purpose of said Joint Escrow Instructions; you do not become a party to the
      Agreement.

     

    16. You
      shall
      be entitled to employ such legal counsel and other experts (including without
      limitation the firm of Latham & Watkins LLP) as you may deem necessary
      properly to advise you in connection with your obligations hereunder. You may
      rely upon the advice of such counsel, and may pay such counsel reasonable
      compensation therefor. The Company shall be responsible for all fees generated
      by such legal counsel in connection with your obligations
      hereunder.

     

    17. These
      Joint Escrow Instructions shall be binding upon and inure to the benefit of
      the
      parties hereto and their respective successors and permitted assigns. It is
      understood and agreed that references to “you” or “your” herein refer to the
      original Escrow Agent and to any and all successor Escrow Agents. It is
      understood and agreed that the Company may at any time or from time to time
      assign its rights under the Agreement and these Joint Escrow Instructions in
      whole or in part.

     

    18. These
      Joint Escrow Instructions shall be governed by and interpreted and determined
      in
      accordance with the laws of the State of California, as such laws are applied
      by
      California courts to contracts made and to be performed entirely in California
      by residents of that state.

     

    


    


    


    [SIGNATURE
      PAGE FOLLOWS]

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    IN
      WITNESS WHEREOF, these Joint Escrow Instructions have been executed and
      delivered by the parties hereto.

     

    MAGUIRE
      PROPERTIES, INC.,
      

    a
      Maryland corporation

    


    By:
      _____________________________

    Name:
      

    Title:

     

    Address:
      

    555
      West
      Fifth Street, Suite 5000

    Los
      Angeles, CA 90013-1010

    PURCHASER

    


    By: 
      _____________________________

    [name]
                  

    Address:
      

    ______________________________

    ______________________________

    ACKNOWLEDGED
      AND AGREED:

    


    ESCROW
      AGENT

    


    By:
       

    Print
      Name:      

    Title:
         

    


    Address:
      

    ______________________________

    ______________________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      C TO RESTRICTED STOCK AGREEMENT

    


    CONSENT
      OF SPOUSE

    


    


    


    I,
      ____________________, spouse of ____________, have read and approve the
      foregoing Agreement. In consideration of granting of the right to my spouse
      to
      purchase shares of Maguire Properties, Inc. as set forth in the Restricted
      Stock
      Agreement (the “Agreement”), I hereby appoint my spouse as my attorney-in-fact
      in respect to the exercise of any rights under the Agreement and agree to be
      bound by the provisions of the Agreement insofar as I may have any rights in
      said Agreement or any shares issued pursuant thereto under the community
      property laws or similar laws relating to marital prop-erty in effect in the
      state of our residence as of the date of the signing of the foregoing
      Agreement.

    


    Dated:
      ___________________

    By:
      _____________________________      

    


    


    


    Print
      Name: _____________________________     

    


     

    


     

    


     

    


     

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      C

     

    PERFORMANCE
      AWARD AGREEMENT


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    PERFORMANCE
      AWARD AGREEMENT

    


    


    THIS
      PERFORMANCE AWARD AGREEMENT (this “Agreement”)
      is
      made effective as of _____________, 2006, between Maguire Properties, Inc.,
      a
      Maryland corporation (the “Company”),
      Maguire Properties, L.P., a Maryland limited partnership (the “Partnership”)
      and
      Paul S. Rutter (the “Grantee”).

    


    WHEREAS,
      the Company maintains the Amended and Restated 2003 Incentive Award Plan of
      Maguire Properties, Inc., Maguire Properties Services, Inc. and Maguire
      Properties, L.P. (the “Plan”);
      

    


    WHEREAS,
      the Company wishes to carry out the Plan (the terms of which are hereby
      incorporated by reference and made a part of this Agreement); 

    


    WHEREAS,
      the Plan provides for the issuance of performance or incentive awards that
      may
      be paid in cash, Common Stock or a combination of both (a “Performance
      Award”);
      

    


    WHEREAS,
      the Committee, appointed to administer the Plan, has determined that it would
      be
      to the advantage and in the best interest of the Company and its stockholders
      to
      issue the Performance Award provided for herein to the Grantee as an inducement
      to enter into or remain in the service of the Company, the Partnership, the
      Services Company or any Subsidiary, and as an incentive for increased efforts
      during such service, and has advised the Company thereof and instructed the
      undersigned officer to issue said Performance Award; 

    


    WHEREAS,
      certain capitalized terms used herein are defined in Section 12 below; and
      

    


    WHEREAS,
      all capitalized terms used herein without definition shall have the meanings
      ascribed to such terms in the Plan.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained and for
      other good and valuable consideration, receipt of which is hereby acknowledged,
      the parties hereto do hereby agree as follows:

    


    1.
      Grant
      of Performance Award.
      

     

    (a) For
      good
      and valuable consideration, effective as of the date hereof (the “Grant
      Date”),
      the
      Company hereby grants to the Grantee the Performance Award upon the terms and
      conditions set forth in this Agreement. Notwithstanding anything to the contrary
      anywhere else in this Agreement, the Performance Award is subject to the terms,
      definitions and provisions of the Plan, which is incorporated herein by
      reference.

     

    (b) The
      Performance Award represents a potential incentive bonus that may become vested
      and earned based upon the Grantee’s continued employment and the achievement of
      the performance goals set forth in Section 2 hereof. The actual amount of the
      Performance Award, if any, will be based on the Grantee’s vested interest in a
      portion of the Performance Award Pool. The Grantee’s right in the Performance
      Award represents a mere unfunded and 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    unsecured
      contingent promise to pay by the Company or the Partnership, as applicable.
      Neither the Performance Award nor any interest therein may be transferred,
      assigned, alienated or anticipated.

     

    2.
      Vesting
      of Performance Award.
      

    


    (a)
      Provided that the Grantee remains continuously employed by the Company, the
      Partnership, the Services Company or any Subsidiary until the applicable vesting
      date set forth below (each, a “Vesting
      Date”),
      the
      Performance Award shall become vested and payable as follows:

     

    (i)
      In
      the event that the Company achieves a compound annual Total Shareholder Return
      equivalent to at least 15% during the period commencing on April 1, 2005 and
      ending on March 31, 2008 (the “Three
      Year TSR Target”),
      the
      Performance Award shall become vested as of March 31, 2008 with respect to
      a
      dollar amount equal the product of (x) the amount of the Performance Award
      Pool,
      calculated as of such date, multiplied by (y) the Grantee’s Performance Award
      Percentage; 

     

    (ii)
      In
      the event that the Company does not achieve the Three Year TSR Target but
      achieves a compound annual Total Shareholder Return equivalent to at least
      12%
      during the period commencing on April 1, 2005 and ending on March 31, 2009
      (the
“Four
      Year TSR Target”),
      the
      Performance Award shall become vested as of March 31, 2009 with respect to
      a
      dollar amount equal the product of (x) the amount of the Performance Award
      Pool,
      calculated as of such date, multiplied by (y) the Grantee’s Performance Award
      Percentage; and 

     

    (iii)
      In
      the event that the Company does not achieve the Three Year TSR Target or the
      Four Year TSR Target but achieves a compound annual Total Shareholder Return
      equivalent to at least 9% during the period commencing on April 1, 2005 and
      ending on March 31, 2010 (the “Five
      Year TSR Target”),
      the
      Performance Award shall become vested as of March 31, 2010 with respect to
      a
      dollar amount equal the product of (x) the amount of the Performance Award
      Pool,
      calculated as of such date, multiplied by (y) the Grantee’s Performance Award
      Percentage.

     

    (iv)
      Notwithstanding the foregoing, in the event that the Company achieves the Three
      Year TSR Target and/or the Four Year TSR Target, and the Company subsequently
      achieves the Four Year TSR Target and/or the Five Year TSR Target, as
      applicable, the Performance Award shall become vested as of the applicable
      subsequent Vesting Date with respect to an additional amount equal to the
      excess, if any, between (x) the dollar amount of the Performance Award that
      would have become vested as of such subsequent Vesting Date pursuant to
      paragraph (ii) or (iii) above had the Three Year TSR Target and the Four Year
      TSR Target, as applicable, not previously been achieved, and (y) the dollar
      amount of the Performance Award that has previously become vested pursuant
      to
      paragraph (i) and/or (ii) above, as applicable. 

     

    (b)
      Notwithstanding the foregoing, if (1) a Change in Control occurs prior to March
      31, 2010 and the Grantee remains continuously employed by the Company, the
      Partnership, the Services Company or any Subsidiary until the date of such
      Change in Control 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (the
      “Change
      in Control Date”),
      and
      (2) the Company achieves a compound annual Total Shareholder Return equivalent
      to at least 9% during the period commencing on April 1, 2005 and ending on
      the
      Change in Control Date, the Performance Award (determined as set forth below)
      shall become vested as of the Change in Control Date, and all obligations to
      the
      Grantee in respect of the Performance Award shall be satisfied in full upon
      payment thereof. The dollar amount of the Performance Award that shall become
      vested as of such date shall equal the product of (x) the amount of the
      Performance Award Pool, calculated as of such date, multiplied by (y) the
      Grantee’s Performance Award Percentage, less the dollar amount of any portion of
      the Performance Award that has previously become vested pursuant to Section
      2(a)
      above. In determining the dollar amount of the Performance Award that shall
      become vested upon a Change in Control, the actual compound annual Total
      Shareholder Return greater than 9% for the period ending on the Change in
      Control Date shall be considered and not a hypothetical Three Year TSR Target,
      Four Year TSR Target, or Five Year TSR Target, even if the Change in Control
      occurs on or after the first, second, or third Vesting Date. 

     

    (c)
      Notwithstanding the foregoing, in the event of the Grantee’s Termination of
      Employment for any reason, then, to the extent the Performance Award (or a
      portion thereof) has not yet become vested under Section 2(a) or (b) above,
      the
      Grantee’s right to receive any portion of the Performance Award will thereupon
      be forfeited by the Grantee, and the Company will have no obligations to the
      Grantee with respect thereto.

     

    3.
      Payment
      of Performance Award.
      Not
      later than 30 days after the applicable Vesting Date (or Change in Control
      Date,
      if applicable) with respect to which the Performance Award (or any portion
      thereof) has become vested, the Company or the Partnership will distribute
      the
      amount or value of such vested Performance Award (as determined under Section
      2)
      to the Grantee in the form of shares of Common Stock, subject to the limits
      set
      forth in Article II of the Plan; provided,
      however,
      that in
      no event shall the number of shares of Common Stock distributed with respect
      to
      the Performance Award, when combined with the number of shares of Common Stock
      distributed with respect to all other similar Performance Awards granted under
      the Plan, exceed 3,000,000 shares (subject to adjustment as provided in Section
      11.3 of the Plan); provided,
      further,
      that the
      Administrator, in its sole and absolute discretion, may elect to distribute
      some
      or all of such vested Performance Award in cash, and any portion of the
      Performance Award that is not distributed in the form of shares of Common Stock
      by reason of the limit set forth in this Section 3 or the limits set forth
      in
      Article II of the Plan shall be distributed in cash. With respect to any portion
      of the Performance Award that is satisfied by the distribution of shares of
      Common Stock, the value of such shares shall be equal to the Fair Market Value
      (as defined in the Plan) on the date the Performance Award (or portion thereof)
      became vested.

     

    4.
      Determinations
      by Administrator.
      Notwithstanding anything contained herein, all determinations, interpretations
      and assumptions relating to the vesting and calculation of the Performance
      Award
      (including, without limitation, determinations, interpretations and assumptions
      with respect to shareholder value, shareholder return and the Performance Award
      Pool) shall be made by the Administrator. In making such determinations, the
      Administrator may employ attorneys, consultants, accountants, appraisers,
      brokers, or other persons, and the Administrator, the Board, the Company, the
      Partnership and their officers and directors shall be entitled to rely upon
      the
      advice, opinions or valuations of any such persons. All actions taken 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    and
      all
      interpretations and determinations made by the Administrator or the Board in
      good faith and absent manifest error shall be final and binding upon the
      Grantee, the Company and all other interested persons. In addition, the
      Administrator, in its discretion, may adjust or modify the methodology for
      calculating of the Performance Award (including, without limitation, the
      methodology for calculating shareholder value, shareholder return and the
      Performance Award Pool), other than the Performance Award Percentage, as
      necessary or desirable to account for events affecting the value of the Common
      Stock which, in the discretion of the Administrator, are not considered
      indicative of Company performance, such as the issuance of new Common Stock,
      stock repurchases, stock splits, issuances and/or exercises of stock grants
      or
      stock options, and similar events, all in order to properly reflect the
      Company’s intent with respect to the performance objectives underlying the
      Performance Award or to prevent dilution or enlargement of the benefits or
      potential benefits intended to be made available with respect to the Performance
      Award. 

     

    5.
      No
      Rights as Stockholder.
      Provided that any portion of the Performance Award that becomes vested and
      payable is timely distributed in accordance with Section 3 above, the Grantee
      shall not be, nor have any of the rights or privileges of, a stockholder of
      the
      Company in respect of any shares issued upon payment of the Performance Award
      (or any portion thereof) unless and until certificates representing such shares
      shall have been issued by the Company or the Partnership, as applicable, to
      the
      Grantee or unless and until such stock ownership is properly entered on the
      records of the duly authorized transfer agent of the Company.

     

    6.
      Compliance
      With Law.
      The
      Grantee acknowledges that the Plan and this Agreement are intended to conform
      to
      the extent necessary with all provisions of all applicable federal and state
      laws, rules and regulations (including, but not limited to the Securities Act
      and the Exchange Act and any and all regulations and rules promulgated by the
      Securities and Exchange Commission thereunder, including without limitation
      the
      applicable exemptive conditions of Rule 16b-3) and to such approvals by any
      listing, regulatory or other governmental authority as may, in the opinion
      of
      counsel for the Company or the Partnership, be necessary or advisable in
      connection therewith. Notwithstanding anything herein to the contrary, the
      Plan
      shall be administered, and the Performance Award is granted, only in such a
      manner as to conform to such laws, rules and regulations. To the extent
      permitted by applicable law, the Plan, this Agreement and the Performance Award
      shall be deemed amended to the extent necessary to conform to such laws, rules
      and regulations. 

     

    7.
      Amendment.
      This
      Agreement and the Plan may be amended without the consent of the Grantee;
provided,
      however,
      that no
      amendment to this Agreement shall, without the consent of the Grantee, adversely
      affect or impair any rights of the Grantee under this Agreement

     

    8.
      Severability.
      In the
      event that one or more of the provisions of this Agreement may be invalidated
      for any reason by a court, any provision so invalidated will be deemed to be
      separable from the other provisions hereof, and the remaining provisions hereof
      will continue to be valid and fully enforceable.

     

    9.
      Governing
      Law.
      This
      Agreement shall be administered, interpreted and enforced under the internal
      laws of the State of California without regard to conflicts of laws
      thereof.

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    10.
      Tax
      Withholding.
      The
      Company or the Partnership, as applicable, shall be entitled to require payment
      in cash or deduction from compensation (including the Performance Award) payable
      to the Grantee of any sums required by federal, state or local tax law to be
      withheld with respect to the issuance, vesting, or payment of the Performance
      Award. The Administrator may in its discretion and in satisfaction of the
      foregoing requirement allow the Grantee to elect to have the Company or the
      Partnership, as applicable, withhold shares of Common Stock otherwise issuable
      under the Performance Award (or allow the return of shares of Common Stock)
      having a Fair Market Value equal to the sums required to be withheld.
      Notwithstanding any other provision of the Plan or this Agreement, the number
      of
      shares of Common Stock which may be withheld with respect to the issuance,
      vesting or payment of the Performance Award in order to satisfy the Grantee’s
      federal and state income and payroll tax liabilities with respect to the
      issuance, vesting or payment of the Performance Award shall be limited to the
      number of shares which have a Fair Market Value on the date of withholding
      or
      repurchase equal to the aggregate amount of such liabilities based on the
      minimum statutory withholding rates for federal and state tax income and payroll
      tax purposes that are applicable to such supplemental taxable
      income

     

    11.
      No
      Tax
      Advice.
      Neither
      the Company nor the Partnership has made any warranty or representation to
      the
      Grantee with respect to the income tax consequences of the transactions
      contemplated by this Agreement, and the Grantee is in no manner relying on
      the
      Company, the Partnership or any of their representatives for an assessment
      of
      such tax consequences. The Grantee is advised to consult with his or her own
      tax
      advisor with respect to such tax consequences and the issuance, vesting and
      payment of the Performance Award.

     

    12.
      Certain
      Definitions.
      As used
      herein, the following terms shall have the meanings specified below, unless
      the
      context clearly indicates otherwise.

     

    (a)
      “Base
      Price”
means
      $23.91, which represents the average of the closing trading prices of a share
      of
      Common Stock on the New York Stock Exchange during the ten consecutive trading
      days ending on March 31, 2005.

     

    (b)
      “Excess
      Shareholder Value”
means
      the sum of (x) 50% of the Maguire Excess Shareholder Value, plus (y) 50% of
      the
      NAREIT Excess Shareholder Value.

    


    (c)
      “Maguire
      Excess Shareholder Value”
means,
      with respect to the total number of shares of Common Stock and limited
      partnership units of the Partnership outstanding as of the applicable Valuation
      Date, the aggregate positive dollar value, if any, of the compound annual Total
      Shareholder Return (as applied to such stock and units) for the applicable
      Performance Period in excess of a compound annual Total Shareholder Return
      equivalent to 9% for such Performance Period. A negative Maguire Excess
      Shareholder Value shall be disregarded for purposes of computing Excess
      Shareholder Value. 

    


    (d)
      “NAREIT
      Excess Shareholder Value”
means,
      with respect to the total number of shares of Common Stock and limited
      partnership units of the Partnership outstanding as of the applicable Valuation
      Date, the aggregate positive dollar value, if any, of the compound annual Total
      Shareholder Return (as applied to such stock and units) for the applicable
      Performance Period in excess of the greater of (i) the corresponding compound
      annual shareholder return of the market-value weighted NAREIT Office Index
      for
      such Performance Period, assuming the 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    reinvestment
      of dividends from the date of issue through the applicable Valuation Date,
      and
      (ii) a compound annual Total Shareholder Return equivalent to 9% for such
      Performance Period. A negative NAREIT Excess Shareholder Value shall be
      disregarded for purposes of computing Excess Shareholder Value. 

    


    (e)
      “NAREIT
      Office Index”
means
      the composite of the stock price performance, including the reinvestment of
      dividends, of office real estate investment trusts as complied by the National
      Association of Real Estate Investment Trusts; provided,
      however,
      that the
      NAREIT Office Index shall not include the Company.
      

    


    (f)
      “Performance
      Award Percentage”
means
      8%.

    


    (g)
      “Performance
      Award Pool”
      means:

    


    (i)
      10%
      of the Excess Shareholder Value if the compound annual Total Shareholder Return
      for the applicable Performance Period equals or exceeds 15%;

    


    (ii)
      5%
      of the Excess Shareholder Value if the compound annual Total Shareholder Return
      for the applicable Performance Period is equal to or greater than 12% but less
      than 15%; and

    


    (iii)
      2.5% of the Excess Shareholder Value if the compound annual Total Shareholder
      Return for the applicable Performance Period is equal to or greater than 9%
      but
      less than 12%;

    


    provided,
      however,
      that in
      no event shall the aggregate amount of the Performance Award Pool
      exceed
      $50,000,000
      (or, in
      the event that more than one Performance Award payment becomes payable pursuant
      to Section 2 above, then in no event shall the sum of all Performance Award
      Pools exceed $50,000,000).

    


    (h)
      “Performance
      Period”
means
      the period beginning on April 1, 2005 and ending on the applicable Valuation
      Date.

    


    (i)
      “Total
      Shareholder Return”
means
      the percentage by which the Trailing Average Fair Market Value, as of the
      applicable Valuation Date, of a share of Common Stock outstanding as of April
      1,
      2005, increased or decreased, as applicable, by an amount that would be realized
      if all cash dividends paid on a share of Common Stock during the applicable
      Performance Period were reinvested in Common Stock
      on the
      applicable dividend payment date, exceeds the Base Price; provided,
      however,
      that for
      purposes of calculating the Total Shareholder Return in the event of a Change
      in
      Control under Section 2(b) above, Total Shareholder Return shall mean the
      percentage by which the price per share of Common Stock paid in connection
      with
      such Change in Control, increased by an amount that would be realized if all
      cash dividends paid on a share of Common Stock during the applicable Performance
      Period were reinvested in Common Stock on the applicable dividend payment date,
      exceeds the Base Price.

    


    (j)
      “Trailing
      Average Fair Market Value”
means
      the average of the closing trading prices of a share of Common Stock on the
      principal exchange on which such shares are 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    then
      traded during the ten consecutive trading days ending on the applicable
      Valuation Date (or ending on the last trading day preceding such Valuation
      Date
      if the Valuation Date does not fall on a trading day).

    


    (k)
      “Valuation
      Date”
means,
      with respect to a given Performance Period, March 31, 2008, March 31, 2009,
      or
      March 31, 2010, as applicable; provided,
      however,
      that in
      the event of a Change in Control that occurs prior to March 31, 2010, the
      Valuation Date shall mean the Change in Control Date. 

    


    


    [SIGNATURE
      PAGE FOLLOWS]

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    IN
      WITNESS WHEREOF, this Agreement has been executed and delivered by the parties
      hereto.

     

    MAGUIRE
      PROPERTIES, INC.,

    a
      Maryland corporation

    


    


    By: 
      _____________________________       

    Name:
      

    Title: 

    


    


    MAGUIRE
      PROPERTIES, L.P.,

    a
      Maryland limited partnership

    


    By: Maguire
      Properties, Inc., a Maryland  corporation

    Its: General
      Partner

    


    


    By: 
      _____________________________ 

    Name:

    Title:

     

    


    


    


    GRANTEE

    


    


    _____________________________

    Paul
      S.
      Rutter

    


     

    


    


     

    


     

    


     

    


     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    Exhibit
      D

     

    GENERAL
      RELEASE

     

     

    For
      a
      valuable consideration, the receipt and adequacy of which are hereby
      acknowledged, the undersigned does hereby release and forever discharge the
      “Releasees”
      hereunder, consisting of Maguire Properties, Inc., a Maryland corporation,
      Maguire Properties, L.P., a Maryland limited partnership, Maguire Services,
      Inc., a Maryland corporation, and each of their partners, subsidiaries,
      associates, affiliates, successors, heirs, assigns, agents, directors, officers,
      employees, representatives, lawyers, insurers, and all persons acting by,
      through, under or in concert with them, or any of them, of and from any and
      all
      manner of action or actions, cause or causes of action, in law or in equity,
      suits, debts, liens, contracts, agreements, promises, liability, claims,
      demands, damages, losses, costs, attorneys’ fees or expenses, of any nature
      whatsoever, known or unknown, fixed or contingent (hereinafter called
“Claims”),
      which
      the undersigned now has or may hereafter have against the Releasees, or any
      of
      them, by reason of any matter, cause, or thing whatsoever from the beginning
      of
      time to the date hereof.  The Claims released herein include, without
      limiting the generality of the foregoing, any Claims in any way arising out
      of,
      based upon, or related to the employment or termination of employment of the
      undersigned by the Releasees, or any of them; any alleged breach of any express
      or implied contract of employment; any alleged torts or other alleged legal
      restrictions on Releasee’s right to terminate the employment of the undersigned;
      and any alleged violation of any federal, state or local statute or ordinance
      including, without limitation, Title VII of the Civil Rights Act of 1964, the
      Age Discrimination In Employment Act, the Americans With Disabilities Act,
      and
      the California Fair Employment and Housing Act.

     

    THE
      UNDERSIGNED ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY LEGAL COUNSEL AND IS
      FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH
      PROVIDES AS FOLLOWS:

     

    “A
      GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE 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.”

     

    THE
      UNDERSIGNED, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVES ANY
      RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON
      LAW
      PRINCIPLES OF SIMILAR EFFECT.

     

    IN
      ACCORDANCE WITH THE OLDER WORKERS BENEFIT PROTECTION ACT OF 1990, THE
      UNDERSIGNED IS HEREBY ADVISED AS FOLLOWS:

     

    (A) HE
      HAS
      THE RIGHT TO CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE;

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    (B) HE
      HAS
      TWENTY-ONE (21) DAYS TO CONSIDER THIS RELEASE BEFORE SIGNING IT;
      AND

     

    (C) HE
      HAS
      SEVEN (7) DAYS AFTER SIGNING THIS RELEASE TO REVOKE THIS RELEASE, AND THIS
      RELEASE WILL BECOME EFFECTIVE UPON THE EXPIRATION OF THAT REVOCATION
      PERIOD.

     

    The
      undersigned represents and warrants that there has been no assignment or other
      transfer of any interest in any Claim which he may have against Releasees,
      or
      any of them, and the undersigned agrees to indemnify and hold Releasees, and
      each of them, harmless from any liability, Claims, demands, damages, costs,
      expenses and attorneys’ fees incurred by Releasees, or any of them, as the
      result of any such assignment or transfer or any rights or Claims under any
      such
      assignment or transfer.  It is the intention of the parties that this
      indemnity does not require payment as a condition precedent to recovery by
      the
      Releasees against the undersigned under this indemnity.

     

    The
      undersigned agrees that if he hereafter commences any suit arising out of,
      based
      upon, or relating to any of the Claims released hereunder or in any manner
      asserts against Releasees, or any of them, any of the Claims released hereunder,
      then the undersigned agrees to pay to Releasees, and each of them, in addition
      to any other damages caused to Releasees thereby, all attorneys’ fees incurred
      by Releasees in defending or otherwise responding to said suit or
      Claim.

     

    The
      undersigned further understands and agrees that neither the payment of any
      sum
      of money nor the execution of this Release shall constitute or be construed
      as
      an admission of any liability whatsoever by the Releasees, or any of them,
      who
      have consistently taken the position that they have no liability whatsoever
      to
      the undersigned.

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Release this ____ day of
      ___________, ____.

     

    


     

     

     

    _____________________________

    Paul
      S.
      Rutter