Exhibit 10.192
MAGUIRE PROPERTIES,
INC.
INDEMNIFICATION
AGREEMENT
This INDEMNIFICATION AGREEMENT (the
“Agreement”) made and entered into this 8
th day of December 2005, by and between Maguire
Properties, Inc., a Maryland corporation (the
“Company”), and Lewis N. Wolff
(the “Indemnitee”).
WHEREAS, it is essential that the Company be
able to retain and attract as directors and officers the most
capable persons available;
WHEREAS, the Company’s Bylaws permit it to
enter into indemnification arrangements and agreements;
WHEREAS, the Company desires to provide the
Indemnitee with specific contractual assurances of the
Indemnitee’s rights to full indemnification against
litigation risks and expenses (regardless, among other things, of
any amendment to or revocation of the Company’s Bylaws or any
change in the ownership of the Company or the composition of its
Board of Directors) and, to the extent insurance is available, the
coverage of the Indemnitee under the Company’s directors and
officers liability insurance policies; and
WHEREAS, the Indemnitee is relying upon the
rights afforded under this Agreement in accepting
Indemnitee’s position as a director or officer of the
Company.
NOW, THEREFORE, in consideration of the mutual
promises and covenants contained herein, the Company and Indemnitee
do hereby covenant and agree as follows:
1. Definitions .
(a) “Corporate Status” describes the
status of a person who is serving or has served (i) as a director,
officer or employee of the Company, (ii) in any capacity with
respect to any employee benefit plan of the Company, or (iii) as a
director, partner, member, trustee, officer, employee, or agent of
any other Entity at the request of the Company.
(b) “Entity” shall mean any
corporation, partnership, limited liability company, joint venture,
trust, foundation, association, organization or other legal entity
and any group or division of the Company or any of its
subsidiaries.
(c) “Expenses” shall mean all
reasonable fees, costs and expenses actually and reasonably
incurred by the Indemnitee in connection with any Proceeding (as
defined below), including, without limitation, attorneys’
fees, disbursements and retainers (including, without limitation,
any such fees, disbursements and retainers incurred by Indemnitee
pursuant to Section 12 of this Agreement), fees and disbursements
of expert witnesses, private investigators and professional
advisors (including, without limitation, accountants), court costs,
transcript costs, fees of experts, travel expenses, duplicating,
printing and binding costs, telephone and fax transmission charges,
postage, delivery services, secretarial services, and other
disbursements and expenses.
(d) “Indemnifiable Expenses,”
“Indemnifiable Liabilities” and “Indemnifiable
Amounts” shall have the meanings ascribed to those terms in
Section 4 below.
(e) “Liabilities” shall mean judgments,
damages, liabilities, losses, penalties, excise taxes, fines and
amounts paid in settlement.
(f) “Proceeding” shall mean any
threatened, pending or completed claim, action, suit, arbitration,
alternate dispute resolution process, investigation, administrative
hearing, appeal, or any other proceeding, whether civil, criminal,
administrative or investigative, whether formal or informal,
including a proceeding initiated by Indemnitee pursuant to Section
12 of this Agreement to enforce Indemnitee’s rights
hereunder.
2. Services of Indemnitee . In consideration of the Company’s
covenants and commitments hereunder, Indemnitee agrees to serve as
a director or officer of the Company. However, this Agreement shall
not impose any obligation on Indemnitee or the Company to continue
Indemnitee’s service to the Company beyond any period
otherwise required by law or by other agreements or commitments of
the parties, if any.
3. Agreement to Indemnify
The Company shall indemnify Indemnitee, and
advance Indemnifiable Expenses to, Indemnitee (a) as specifically
provided in this Agreement and (b) otherwise to the fullest extent
permitted by Maryland law in effect on the date hereof and as
amended from time to time; provided, however, that no change in
Maryland law shall have the effect of reducing the benefits
available to Indemnitee hereunder based on Maryland law as in
effect on the date hereof. The rights of Indemnitee provided in
this Section shall include, but shall not be limited to, the rights
set forth in the other Sections of this Agreement, including any
additional indemnification permitted by Section 2-418(g) of the
Maryland General Corporation Law (the
“MGCL”).
4. Proceedings Other Than Proceedings by or in the
Right of the Company .
Indemnitee shall be entitled to the rights of indemnification
provided in this Section 4 if, by reason of his Corporate Status,
he is, or is threatened to be, made a party to any threatened,
pending, or completed Proceeding, other than a Proceeding by or in
the right of the Company. Pursuant to this Section 4, Indemnitee
shall be indemnified by the Company against all Expenses and
Liabilities actually and reasonably incurred by him or on his
behalf in connection with a Proceeding by reason of his Corporate
Status (referred to herein as “Indemnifiable Expenses”
and “Indemnifiable Liabilities,” respectively, and
collectively as “Indemnifiable Amounts”) unless it is
established that (i) the act or omission of the Indemnitee was
material to the matter giving rise to the Proceeding and (a) was
committed in bad faith or (b) was the result of active and
deliberate dishonesty, (ii) the Indemnitee actually received an
improper personal benefit in money, property or services, or (iii)
in the case of any criminal Proceeding, the Indemnitee had
reasonable cause to believe that his conduct was
unlawful.
5. Proceedings by or in the Right of the
Company . Indemnitee
shall be entitled to the rights of indemnification provided in this
Section 5 if, by reason of his Corporate Status, he is made a party
to any threatened, pending or completed Proceeding brought by or in
the right of the Company to procure a judgment in its favor.
Pursuant to this Section 5, Indemnitee shall be indemnified against
all amounts paid in settlement and all Indemnifiable Expenses
actually and reasonably incurred by him or on his behalf in
connection with such Proceeding unless it is
established that (i) the act or omission of the Indemnitee was
material to the matter giving rise to such a Proceeding and (a) was
committed in bad faith or (b) was the result of active and
deliberate dishonesty or (ii) the Indemnitee actually received an
improper personal benefit in
money,
property or services; provided, however, that no indemnification
against such Indemnifiable Expenses shall be made in respect of any
Proceeding in which Indemnitee shall have been adjudged to be
liable to the Company.
6.
Court-Ordered Indemnification
. A court of appropriate jurisdiction, upon
application of a director or officer and such notice as the court
shall require, may order indemnification in the following
circumstances:
(a)
if it determines a director or officer is
entitled to Indemnifiable Amounts under Section 2-418(d)(1) of the
MGCL, the court shall order indemnification, in which case the
director or officer shall be entitled to recover the expenses of
securing such Indemnifiable Amounts; or
(b)
if it determines that the director or officer is
fairly and reasonably entitled to indemnification in view of all
the relevant circumstances, whether or not the director or officer
(i) has met the standards of conduct set forth in Section 2-418(b)
of the MGCL or (ii) has been adjudged liable for receipt of an
improper personal benefit under Section 2-148(c) of the MGCL, the
court may order such indemnification as the court shall deem
proper. However, indemnification with respect to any Proceeding by
or in the right of the Company or in which liability shall have
been adjudged in the circumstances described in Section 2-418(c) of
the MGCL shall be limited to Indemnifiable
Expenses.
7.
Procedure for Payment of Indemnifiable
Amounts .
Indemnitee shall submit to the Company a written request specifying
the applicable Indemnifiable Amounts for which Indemnitee seeks
payment under this Agreement and the basis for the claim. Subject
to the exceptions set forth in Sections 4 and 5, the Company
shall pay such applicable Indemnifiable Amounts to Indemnitee
within twenty (20) calendar days of receipt of the request. At the
request of the Company, Indemnitee shall furnish such documentation
and information as are reasonably available to Indemnitee and
necessary to establish that Indemnitee is entitled to
indemnification hereunder.
8.
Indemnification for Expenses of a Party Who is
Wholly or Partly Successful .
Notwithstanding any other provision of this Agreement, and without
limiting any such provision to the extent
that Indemnitee is, by reason of Indemnitee’s Corporate
Status, a party to and is successful, on the merits or otherwise,
in any Proceeding, Indemnitee shall be indemnified for all
Indemnifiable Expenses reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection therewith. Without
limiting
