Exh 10.3 6/30/2006 M. Lammas Emp Agreement


    
      
        

      

      Exhibit
        10.3

       

       

      Maguire
        Properties, Inc.

      555
        West Fifth Street, Suite 5000

      Los
        Angeles, California 90013-1010

      


      


      June
        30,
        2006

      


      


      Mr.
        Mark
        Lammas

      5100
        Bellaire

      Valley
        Village, CA 91607

      


      Re: Amended
        and Restated Employment Terms

      


      Dear
        Mark:

      


      Maguire
        Properties, Inc. (the “REIT”) and Maguire Properties, L.P. (the “Operating
        Partnership” and together with the REIT, the “Company”) are pleased to offer you
        the position of Executive Vice President, Development of the REIT and the
        Operating Partnership on the terms set forth below, effective as of June
        30,
        2006 (the “Effective Date”). Effective as of the Effective Date, this letter
        shall amend and restate in its entirety that certain employment letter, dated
        November 7, 2002, and amended as of November 1, 2003, between you and the
        Company (the “Original Letter”).

      


      1.
        Position,
        Duties and Responsibilities.
        As of
        the Effective Date, you will be employed as Executive Vice President,
        Development of the REIT and the Operating Partnership. In the capacity of
        Executive Vice President, Development, you will have such duties and
        responsibilities as are normally associated with such positions. Your duties
        may
        be changed from time to time by the Company, consistent with your positions.
        You
        will report directly at all times to Robert F. Maguire III and will work
        at our
        principal offices located in downtown Los Angeles (or such other location
        in the
        Los Angeles area as the Company may utilize as its principal offices), except
        for travel to other locations as may be necessary to fulfill your
        responsibilities. At the Company’s request, you will serve the Company and/or
        its subsidiaries and affiliates in other offices and capacities in addition
        to
        the foregoing. In the event that you serve in any one or more of such additional
        capacities, your compensation will not be increased beyond that specified
        in
        this letter. In addition, in the event your service in one or more of such
        additional capacities is terminated, your compensation, as specified in this
        letter, will not be diminished or reduced in any manner as a result of such
        termination for so long as you otherwise remain employed under the terms
        of this
        letter. During your employment with the Company, you will be a member of
        the
        Executive Management Committee of the Company, which will consist of the
        approximately 5 or 6 most senior executives in the Company. The Executive
        Management Committee will, as a group, consider, determine and direct all
        major
        policies, strategies and initiatives of the Company and its
        affiliates.

      


      2.
        Base
        Compensation.
        During
        your employment with the Company, the Company will pay you a base salary
        of
        $375,000 per year, less payroll deductions and all required 


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      withholdings,
        payable in accordance with the Company’s normal payroll practices and prorated
        for any partial month of employment. Your base salary may be subject to increase
        pursuant to the Company’s policies as in effect from time to time.

      


      3.
        Annual
        Bonus.
        In
        addition to the base salary set forth above, you will be eligible to participate
        in the Company’s incentive bonus plan applicable to similarly situated
        executives of the Company. The amount of your annual bonus will be based
        on the
        attainment of performance criteria established and evaluated by the Company
        in
        accordance with the terms of such bonus plan as in effect from time to time,
        provided that, subject to the terms of such bonus plan, your target annual
        bonus
        will be 100% of your annual base salary for such year.

      


      4.
        Acknowledgement
        of Restricted Stock Awards and Additional Cash Payment.
        

      


        (a)
        Initial
        Restricted Stock. You
        and
        the Company hereby acknowledge that pursuant to the terms of the Original
        Letter, as of the date of the closing of the initial public offering of shares
        of the REIT’s common stock (the “IPO Date”), the REIT granted you a number of
        shares of the REIT’s common stock (the “Initial Restricted Stock”) equal to the
        quotient obtained by dividing (x) $250,000 by (y) the initial public
        offering price of a share of the REIT’s common stock. The Initial Restricted
        Stock was granted to you 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 per share purchase price of $0.01
        per share and was vested in full as of the IPO Date. The terms and conditions
        of
        the Initial Restricted Stock are set forth in a Restricted Stock Agreement,
        dated June 27, 2003, between you and the REIT.

      


      (b)
        Subsequent
        Restricted Stock.
        You and
        the Company further acknowledge that pursuant to the terms of the Original
        Letter, upon the earlier to occur of (i) the date on which the REIT made
        its annual grants to similarly situated executives under the Incentive Plan
        for
        the year following the year of the IPO Date or (ii) the first anniversary
        of the IPO Date, the REIT granted you a number of shares of the REIT’s common
        stock (the “Subsequent Restricted Stock”) equal to the quotient obtained by
        dividing (x) $2,000,000 by (y) the fair market value (as determined under
        the Incentive Plan) of a share of the REIT’s common stock on the date of grant.
        The Subsequent Restricted Stock was granted to you under the Incentive Plan
        at a
        per share purchase price of $0.01 per share. Twenty percent (20%) of the
        Subsequent Restricted Stock vested on the date of grant and, subject to your
        continued employment with the Company (except as provided below), an
        additional twenty percent (20%) of the shares of the Subsequent Restricted
        Stock vested or will vest, as applicable, on each of the first, second, third
        and fourth anniversaries of the date of grant. Notwithstanding anything to
        the
        contrary contained herein, in the event of a termination of your employment
        by
        the Company without cause (as defined below), all of the shares of the
        Subsequent Restricted Stock shall, upon such termination, vest in full, without
        regard to the vesting schedule based on continued employment described herein;
        provided, that in no event shall such vesting upon a termination without
        cause
        result in greater than 100% of the Subsequent Restricted Stock becoming vested.
        The terms and conditions of the Subsequent Restricted Stock are set forth
        in a
        Restricted Stock Agreement, dated June 27, 2004, between you and the
        REIT.


      
        
          
          

        

        
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      (c)
        Additional
        Cash Payment. You
        and
        the Company further acknowledge that following the IPO Date, the Company
        paid
        you a lump-sum cash payment of $250,000, subject to payroll deductions and
        all
        required withholdings.

      


      5.
        Restricted
        Stock
        Award.
        Subject
        to approval by the Compensation Committee of the Board, the REIT shall, as
        of
        the Effective Date, grant you a number of shares of the REIT's common stock
        (the
“Restricted Stock”) equal to the quotient obtained by dividing (x) $2,000,000 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 will be granted to you under the Incentive Plan at a per
        share
        purchase price of $0.01 per share. The Restricted Stock will vest as follows:
        subject to your continued employment with the Company (except as provided
        below), fifty percent (50%) of the shares of the Restricted Stock will vest
        on
        the third anniversary of the Effective Date, and the remaining fifty percent
        (50%) of the shares of the Restricted Stock will vest on the fourth anniversary
        of the Effective Date. Notwithstanding anything to the contrary contained
        herein, in the event of a termination of your employment by the Company without
        cause (as defined below), all of the shares of the Restricted Stock shall,
        upon
        such termination, vest in full, without regard to the vesting schedule based
        on
        continued employment described herein, provided, that in no event shall such
        vesting upon a termination without cause result in greater than 100% of the
        Restricted Stock becoming vested. Consistent with the foregoing, the terms
        and
        conditions of the Restricted Stock will be set forth in a restricted stock
        agreement to be entered into by you and the REIT which will evidence the
        grant
        of the Restricted Stock.

      


      6.
        Benefits
        and Vacation.
        You
        will be entitled to participate in all incentive, savings and retirement
        plans,
        practices, policies and programs maintained or sponsored by the Company from
        time to time which are applicable to other similarly situated executives
        of the
        Company, subject to the terms and conditions thereof. You will also be eligible
        for standard benefits, such as medical insurance, sick leave, vacations and
        holidays to the extent applicable generally to other similarly situated
        executives of the Company. 

      


      7.
        Compensation
        Gross-Up.
        The
        amount of compensation payable to you pursuant to Sections 2, 3, 4 and 5
        above
        will be “grossed up” as necessary (on an after-tax basis) to compensate for any
        additional social security withholding taxes due as a result of your shared
        employment by the Operating Partnership, the REIT and, if applicable, any
        subsidiary and/or affiliate thereof.

      


      8.
        Confidential
        and Proprietary Information.
        As a
        condition of your employment with the Company, you agree that during the
        term of
        such employment and any time thereafter, you will not directly or indirectly
        disclose or appropriate to your own use, or the use of any third party, any
        trade secret or confidential information concerning the REIT, the Operating
        Partnership, Maguire Services, Inc., a Maryland corporation, their respective
        subsidiaries or affiliates (collectively, the “Maguire Group”) or their
        businesses, whether or not developed by you, except as it is required in
        connection with your services rendered for the Company. You further agree
        that,
        upon termination of your employment, you will not receive or remove from
        the
        files or offices of the Maguire Group any originals or copies of documents
        or



      
        
          
          

        

        
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      other
        materials maintained in the ordinary course of business of the Maguire Group,
        and that you will return any such documents or materials otherwise in your
        possession. You further agree that, upon termination of your employment,
        you
        will maintain in strict confidence the projects in which any member of the
        Maguire Group is involved or contemplating. 

      


      9.
        Non-Solicitation.
        You
        further agree that during the term of such employment
        and for
        one year after your employment is terminated, you will 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 you will 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.

      


      10.
        At-Will
        Employment.
        Your
        employment with the Company is “at-will,” and either you or the Company may
        terminate your employment for any reason whatsoever (or for no reason) by
        giving
        30 days prior written notice of such termination to the other party. This
        at-will employment relationship cannot be changed except in a writing signed
        by
        you and an authorized representative of the Company. 

      


      11.
        Non-Cause
        Termination.
        

      


      (a) Severance
        Payment. Should
        the Company terminate your employment without cause (as defined below), then,
        in
        addition to any other amounts payable to you through the date of termination
        of
        your employment, the Company will pay you a lump-sum cash severance payment
        equal to the sum of (x) 100% of your then current annual base salary, plus
        (y)
        100% of your maximum annual bonus (assuming that you had remained employed)
        for
        the year in which the termination of employment occurs; provided,
        however, that
        such
        severance payment shall be paid to you in
        no
        event later than the later of (a) the 15th
        day of
        the third month following your taxable year which includes the date of such
        termination of your employment, and (b) the 15th
        day of
        the third month following the Company’s taxable year which includes the date of
        such termination of your employment; provided,
        further,
        that in
        no event shall you or your estate or beneficiaries be entitled to any such
        payments hereunder upon any termination of your employment by reason of your
        total and permanent disability or your death. Your right to receive the
        severance payments set forth herein is conditioned on and subject to your
        execution and non-revocation of a general release of claims against the Maguire
        Group, in a form reasonably acceptable to the Company. For purposes of this
        letter, “cause” shall mean

      


      (i) your
        willful and continued failure to substantially perform your duties with the
        Company (other than any such failure resulting from your incapacity due to
        physical or mental illness), after a written demand for substantial performance
        is delivered to you by the Company, which demand specifically identifies
        the
        manner in which the Company believes that you have not substantially performed
        your duties;

      


      (ii) your
        willful commission of an act of fraud or dishonesty resulting in economic
        or
        financial injury to the Company or its subsidiaries or affiliates;



      
        
          
          

        

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

      


      (iv) a
        willful
        breach by you of your fiduciary duty to the Company which results in economic
        or
        other injury to the Company or its subsidiaries or affiliates; or

      


      (v) your
        willful and material breach of your covenants set forth in Section 8 or 9
        above.

      


      For
        purposes of this provision, no act or failure to act on your part will be
        considered “willful” unless it is done, or omitted to be done, by you in bad
        faith or without reasonable belief that your action or omission was in the
        best
        interests of the Company. 

      


      (b) Six
        Month Delay; Separation from Service. Notwithstanding
        anything to the contrary in this letter, no compensation or benefits, including
        without limitation any severance payments or benefits payable under this
        Section
        11, shall be paid to you during the 6-month period following your “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 letter would cause you 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 you a lump-sum amount equal to the cumulative
        amount that would have otherwise been payable to you during such 6-month
        period.

      


      12.
        Company
        Rules and Regulations.
        As an
        employee of the Company, you agree to abide by Company rules and regulations
        as
        set forth in the Company’s Employee Handbook or as otherwise
        promulgated.

      


      13.
        Payment of
        Financial
        Obligations.
        The
        payment or provision to you by the Company of any remuneration, benefits
        or
        other financial obligations pursuant to this letter will 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.

      


      14.
        Code
        Section 409A. The
        compensation and benefits payable under this letter are not intended to
        constitute “nonqualified deferred compensation” within the meaning of Section
        409A of the Code. However, notwithstanding any provision of this letter to
        the
        contrary, if at any time the Company determines that any such compensation
        or
        benefits payable under this letter may be subject to Section 409A of the
        Code,
        this letter 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 letter 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 letter may be subject
        to
        Section 409A of the Code and related 


      
        
          
          

        

        
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      Department
        of Treasury guidance, the Company may in its sole discretion adopt such
        amendments to this letter 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 letter 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.

      


      15.
        Withholding.
        The
        Company may withhold from any amounts payable under this letter such Federal,
        state, local or foreign taxes as shall be required to be withheld pursuant
        to
        any applicable law or regulation.

      


      16.
        Entire
        Agreement.
        As of
        the Effective Date, this letter and the employment terms set forth herein
        comprise the final, complete and exclusive agreement between you and the
        Company
        with respect to the subject matter hereof and replace and supersede any and
        all
        other agreements, offers or promises, whether oral or written, made to you
        by
        any member of the Maguire Group or any entity (a “Predecessor Employer”), or
        representative thereof, whose business or assets any member of the Maguire
        Group
        succeeded to in connection with the initial public offering of the REIT’s common
        stock or the transactions related thereto. You agree that any such agreement,
        offer or promise between you and any member of the Maguire Group or a
        Predecessor Employer (or any representative thereof) is hereby terminated
        and
        will be of no further force or effect, and you acknowledge and agree that
        upon
        your execution of this letter, you will have no right or interest in or with
        respect to any such agreement, offer or promise. In the event that the Effective
        Date does not occur, this letter (including, without limitation, the immediately
        preceding sentence) will have no force or effect.

      


      17.
        Proof
        of Right to Work.
        As
        required by law, this offer of employment is subject to satisfactory proof
        of
        your right to work in the United States.

      


      


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      Please
        confirm your agreement to the foregoing by signing and dating the enclosed
        duplicate original of this letter in the space provided below for your signature
        and returning it to the Company. Please retain one fully-executed original
        for
        your files.

      


      Sincerely,

      


      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.

      Its:
        General Partner

      


      


      By:
        /s/
        Robert F. Maguire III    

      Name:
        

      Title:
        

      


      


      Accepted
        and Agreed,

      this
        30th
        day of June, 2006.

      


      


      By:
        Mark
        Lammas    

      Mark
        Lammas