Exhibit 10.7
M AGUIRE P ROPERTIES , I NC .
355 S OUTH G RAND A VE ., S UITE 3300
L OS A NGELES , C ALIFORNIA 90071
December 31, 2008
Mr. Robert P.
Goodwin
[Address]
[City, State Zip Code]
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Re:
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A
MENDED AND R ESTATED E MPLOYMENT T ERMS
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Dear Bob:
Effective as of December 31,
2008 (the “ Effective Date ”), this letter (the
“ Letter ”) shall amend and restate in its
entirety that certain employment letter agreement (the “
Original Agreement ”), dated November 8, 2002, as
amended and restated as of July 1, 2006 and as further amended
and restated as of December 3, 2007, between you and Maguire
Properties, Inc. (the “ REIT ”) and Maguire
Properties, L.P. (the “ Operating Partnership ”
and together with the REIT, the “ Company ”).
From and after the Effective Date, you and the Company agree that
the Company will employ you on the terms and conditions set forth
in this Letter:
1. P OSITION , D UTIES AND R ESPONSIBILITIES . You will be employed as Senior Vice President,
Construction and Development of the REIT and the Operating
Partnership. In the capacity of Senior Vice President, Construction
and Development, you will have such duties and responsibilities as
are normally associated with such position. Your duties may be
changed from time to time by the Company, consistent with your
position. You will report to the Chief Executive Officer of the
Company or any Executive Vice President of the Company designated
by the Chief Executive Officer, and will work at the
Company’s 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.
2. B ASE S ALARY .
During your employment with the Company, the Company will pay you a
base salary (the “ Base Salary ”) of $275,000
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. A NNUAL B ONUS .
As an incentive for you to remain employed by the Company through
the end of each of the Company’s fiscal years during the
period of your employment with the Company and to contribute to the
Company’s achievement of certain performance targets through
the end of each such year, provided that you remain employed by the
Company on the last day of each such year, you will be eligible to
receive an annual bonus under the Company’s incentive bonus
plan applicable to similarly situated Senior Vice Presidents of the
Company (the “ Annual Bonus ”). The actual
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. Subject to the terms of such bonus plan, your target
Annual Bonus will be $180,000. Your Annual Bonus may, in the
Company’s discretion, be based in whole or in part on your
performance with respect to projects for which you do not receive
or are not eligible to receive a Project Bonus (in addition to
projects for which you do receive or are eligible to receive a
Project Bonus).
4. P ROJECT B ONUS .
During your employment with the Company, in addition to the Base
Salary and Annual Bonus set forth above, you will be eligible to
receive “Project Bonuses” as set forth on Exhibit
A attached hereto.
5. A CKNOWLEDGEMENT OF R ESTRICTED S TOCK A WARD AND C ASH P AYMENT . You and the Company hereby acknowledge and
agree that the REIT has granted you 30,263 restricted shares of the
REIT’s common stock in satisfaction of the REIT’s
obligation under the Original Agreement to grant you the Restricted
Stock (as defined in the Original Agreement). The terms and
conditions of the Restricted Stock are set forth in a Restricted
Stock Agreement, dated June 27, 2003, between you and the
REIT. You and the Company further acknowledge and agree that in
connection with the initial public offering of shares of the
REIT’s common stock, the Company paid you a lump-sum cash
payment of $575,000, subject to payroll deductions and all required
withholdings.
6. B ENEFITS AND V ACATION . You will be eligible to participate in all
incentive (other than cash bonus plans or arrangements), 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. C OMPENSATION G ROSS -U P . 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. If any amounts become payable to you
pursuant to this Section 7, then such amounts shall be paid to
you promptly following the remittance of such taxes to the
appropriate
2
taxing authority, but in no event later than the
end of the calendar year following that in which any such
remittance is made.
8. C ONFIDENTIAL AND P ROPRIETARY I NFORMATION . 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 Properties 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 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. N ON -S OLICITATION . 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 an
