FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED 2003
INCENTIVE AWARD PLAN
OF
MAGUIRE PROPERTIES,
INC.,
MAGUIRE PROPERTIES SERVICES, INC.
AND
MAGUIRE PROPERTIES,
L.P.
THIS FIRST
AMENDMENT TO SECOND AMENDED AND RESTATED 2003 INCENTIVE AWARD PLAN
OF MAGUIRE PROPERTIES, INC., MAGUIRE PROPERTIES SERVICES, INC. AND
MAGUIRE PROPERTIES, L.P., made as of July 23, 2009 (this “
First Amendment ”), is made and adopted by Maguire
Properties, Inc., a Maryland corporation (the “
Company ”). Capitalized terms used but not
otherwise defined herein shall have the respective meanings
ascribed to them in the Plan (as defined below).
WHEREAS, the
Company maintains the Second Amended and Restated 2003 Incentive
Award Plan of Maguire Properties, Inc., Maguire Properties
Services, Inc. and Maguire Properties, L.P., as amended (the
“ Plan ”);
WHEREAS,
pursuant to Section 11.2 of the Plan, the Plan may be amended by
the Administrator (as defined in the Plan) from time to time;
and
WHEREAS, the
Company desires to amend the Plan as set forth herein.
NOW, THEREFORE,
BE IT RESOLVED, that, effective as of July 23, 2009, the Plan be,
and hereby is, amended as follows:
1. Section
1.17 of the Plan is hereby amended and restated in its entirety as
follows:
2. Section
4.5 of the Plan is hereby amended and restated in its entirety as
follows:
“4.5
Granting of Options to Independent Directors
. During the term of the Plan, each
