Exhibit
      10.4

    
 

    PERFORMANCE
      AWARD AGREEMENT

    


    


    THIS
      PERFORMANCE AWARD AGREEMENT (this “Agreement”)
      is
      made effective as of August 1, 2006, between Maguire Properties, Inc., a
      Maryland corporation (the “Company”),
      Maguire Properties, L.P., a Maryland limited partnership (the “Partnership”)
      and
      Robert F. Maguire III (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 remain in the service of the Company, the Partnership, the Services Company
      and their Subsidiaries as the Chief Executive Officer of the Company, 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 13 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 an incentive bonus that will become vested and
      earned based upon the Grantee’s continued employment as the Chief Executive
      Officer of the Company 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 percentage of the Excess Shareholder Value, as determined in
      accordance with this Agreement. 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 as the Chief Executive
      Officer of the Company until July 13, 2010, in the event that the Company
      achieves a compound annual Total Shareholder Return equivalent to at least
      15%
      during the period commencing on July 14, 2006 and ending on July 13, 2010 (the
      “TSR
      Target”),
      the
      Performance Award shall become vested as of July 13, 2010 with respect to a
      dollar amount equal to the Performance Award Amount.

    


    (b)
      Notwithstanding the foregoing, if (1) a Change in Control occurs prior to July
      13, 2010 and the Grantee remains continuously employed as the Chief Executive
      Officer of the Company 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 15% during the period commencing on July 14, 2006 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 with respect to a dollar
      amount equal to the Performance Award Amount, and all obligations to the Grantee
      in respect of the Performance Award shall be satisfied in full upon payment
      thereof. 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 15% for the period ending on the Change in
      Control Date shall be considered and not a hypothetical TSR Target.


    


    (c)
      Notwithstanding the foregoing, in the event of a termination of the Grantee’s
      employment as the Chief Executive Officer of the Company 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.

    


    (d)
      For
      illustrative purposes only, Exhibit
      A
      to this
      Agreement sets forth an example demonstrating the calculation of the Performance
      Award Amount using various assumptions.

    


    3.
      Payment
      of Performance Award.
      Not
      later than 30 days after July 13, 2010 (or the Change in Control Date, as
      applicable), the Company or the Partnership will distribute the amount or value
      of such portion of the Performance Award that has become vested (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 exceed 1,400,000 shares (subject to adjustment as provided
      in Section 11.3 of the Plan); provided,
      further,
      that the



    
      
         

      

      
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    Administrator,
      in its sole and absolute discretion, may elect to distribute some or all of
      such
      vested Performance Award 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
      Amount) 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 the Performance Award (including, without limitation, the
      methodology for calculating shareholder value and shareholder return), 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 


    
      
         

      

      
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    Agreement
      and the Performance Award shall be deemed amended to the extent necessary to
      conform to such laws, rules and regulations. 

    


    7.
      Code
      Section 409A.
      Neither
      the Performance Award nor any amount payable under this Agreement is intended
      to
      constitute “nonqualified deferred compensation” within the meaning of Section
      409A of the Code. Notwithstanding
      any provision of this Agreement to the contrary, in the event that following
      the
      effective date of this Agreement, the Company or the Partnership determines
      that
      the Performance Award may be subject to Section 409A of the Code and related
      Department of Treasury guidance (including such Department of Treasury guidance
      as may be issued after the effective date of this Agreement), the Company or
      the
      Partnership may 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 or the Partnership
      determines are necessary or appropriate to (a) exempt the Performance Award
      from
      Section 409A of the Code and/or preserve the intended tax treatment of the
      benefits provided with respect to the Performance Award, or (b) comply with
      the
      requirements of Section 409A of the Code and related Department of Treasury
      guidance.
      In
      the
      event that the Performance Award or any amount payable under this Agreement
      is
      finally determined to constitute “nonqualified deferred
      compensation”,
      this
      Agreement shall be interpreted in accordance with Section 409A of the Code
      and
      Department of Treasury regulations and other interpretive guidance issued
      thereunder, including without limitation any such regulations or other guidance
      that may be issued after the effective date of this Agreement. 

    


    8.
      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

    


    9.
      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.

    


    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.

    


    11.
      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 


    
      
         

      

      
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    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

    


    12.
      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.

    


    13.
      Certain
      Definitions.
      As used
      herein, the following terms shall have the meanings specified below, unless
      the
      context clearly indicates otherwise.

    


    (a)
      “Administrator”
shall
      have the meaning ascribed to such term in the Plan. The Administrator is
      currently the Compensation Committee of the Board.

    


    (b)
      “Base
      Price”
means
      $35.06, which represents the closing trading price of a share of Common Stock
      on
      the New York Stock Exchange on July 14, 2006.

    


    (c)
      “Excess
      Shareholder Value”
means,
      with respect to the total number of shares of Common Stock and limited
      partnership units of the Partnership exchangeable for Common Stock outstanding
      as of the 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 Performance Period in excess of a compound annual Total Shareholder
      Return equivalent to 15% for such Performance Period. 

    


    (d)
      “Performance
      Award Amount”
means
      10% of the Excess Shareholder Value;
      provided, however,
      that in
      no event shall the dollar value of the Performance Award Amount
      exceed the product of (x) 1,400,000
      shares of Common Stock (subject to adjustment as provided in Section 11.3 of
      the
      Plan), and (y) the Fair Market Value (as defined in the Plan) on the date the
      Performance Award (or portion thereof) becomes vested.

    


    (e)
      “Performance
      Period”
means
      the period beginning on July 14, 2006 and ending on the Valuation
      Date.

    


    (f)
      “Total
      Shareholder Return”
means
      the compound annual return percentage yielded by the excess of the Trailing
      Average Fair Market Value, as of the Valuation Date, of a share of Common Stock
      outstanding as of July 14, 2006, 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 Performance Period were reinvested in Common Stock
      on the
      applicable dividend payment date, over 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
      compound annual return percentage yielded by the excess of the price per share
      of Common Stock paid in connection with such Change in Control, increased



    
      
         

      

      
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    by
      an
      amount that would be realized if all cash dividends paid on a share of Common
      Stock during the Performance Period were reinvested in Common Stock on the
      applicable dividend payment date, over the Base Price.

    


    (g)
      “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 twenty
      consecutive trading days ending on the Valuation Date (or ending on the last
      trading day preceding the Valuation Date if the Valuation Date does not fall
      on
      a trading day).

    


    (h)
      “Valuation
      Date”
means
      July 13, 2010; provided,
      however,
      that in
      the event of a Change in Control that occurs prior to July 13, 2010, the
      Valuation Date shall mean the Change in Control Date. 

    


    


    


    


    


    


    [Signature
      Page Follows]


    
      
         

      

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

     

    MAGUIRE
      PROPERTIES, INC.,

    a
      Maryland corporation

    


    


    By:
      /s/
      Caroline S.
      McBride             
   

    Name:
      Caroline S. McBride

    Title: 

    


    


    MAGUIRE
      PROPERTIES, L.P.,

    a
      Maryland limited partnership

    


    By: Maguire
      Properties, Inc., a Maryland  corporation

    Its: General
      Partner

    


    


    By:
      /s/
      Caroline S.
      McBride                 
  

    Name:
      Caroline S. McBride

    Title:

     

    


    


    


    GRANTEE

    


    /s/
      Robert F. Maguire III   

    Robert
      F.
      Maguire III

    


     


    
      
         

      

      
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    EXHIBIT
      A

    


    


    


    [EXAMPLE
      - PERFORMANCE AWARD CALCULATION]