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SEPARATION AGREEMENT

Termination Severance Agreement

SEPARATION AGREEMENT | Document Parties: Maguire Properties, Inc, Maguire Properties Services, Inc | Maguire Properties, LP | Operating Partnership You are currently viewing:
This Termination Severance Agreement involves

Maguire Properties, Inc, Maguire Properties Services, Inc | Maguire Properties, LP | Operating Partnership

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Title: SEPARATION AGREEMENT
Governing Law: California     Date: 2/27/2007
Industry: Real Estate Operations     Law Firm: Latham Watkins     Sector: Services

SEPARATION AGREEMENT, Parties: maguire properties  inc  maguire properties services  inc , maguire properties  lp , operating partnership
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Exhibit 99.1


 

SEPARATION AGREEMENT

 

 

THIS SEPARATION AGREEMENT (this " Agreement ") is made and entered into as of February 27, 2007, by and between Maguire Properties, Inc., a Maryland corporation (the " REIT "), Maguire Properties, L.P., a Maryland limited partnership (the " Operating Partnership "), and Dallas E. Lucas (the " Executive ").

 

WHEREAS, the REIT, the Operating Partnership and the Executive have previously entered into that certain Employment Agreement, effective as of June 27, 2003 (the " Employment Agreement "), pursuant to which the Executive is currently employed as Executive Vice President and Chief Financial Officer of the REIT and the Operating Partnership (collectively, the " Company ").

 

WHEREAS, pursuant to that certain Performance Award Agreement, dated as of April [23], 2005, by and between the REIT, the Operating Partnership and the Executive (the "Performance Award Agreement"), the REIT granted to the Executive a Performance Award (as defined in the Performance Award Agreement) under the Amended and Restated 2003 Incentive Award Plan of Maguire Properties, Inc., Maguire Properties Services, Inc. and Maguire Properties, L.P..

 

WHEREAS, the Executive and the Company desire to specify the terms of the Executive’s resignation from his positions as Executive Vice President and Chief Financial Officer of the Company, and as an employee of the Company, and to provide for the termination of the Employment Agreement.

 

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

 

 

1.

RESIGNATION; TERMINATION OF EMPLOYMENT AGREEMENT



1.1.   Resignation . The Executive hereby tenders, and the Company hereby accepts, the Executive’s resignations from (a) his positions as Executive Vice President and Chief Financial Officer of the Company and as an employee of the Company, (b) his position as an officer and/or employee of any and all subsidiaries and affiliates of the Company, in each case effective as of March 2, 2007 (the " Effective Date "). Notwithstanding anything contained herein or in the Employment Agreement, the Executive’s resignation hereunder shall not be deemed either a resignation for "Good Reason" or a termination for "Cause" for purposes of, and each as defined in, the Employment Agreement. No later than the Effective Date, Executive shall return to the Company all Company property in his possession, including without limitation, keys, credit cards, telephone calling cards, computer hardware and software, cellular and portable telephone equipment, personal digital assistant (PDA) devices, manuals, books, notebooks, financial statements, reports and other documents.

1.2.   Termination of Employment Agreement . Effective as of the Effective

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Date, the Employment Agreement shall automatically terminate and be of no further force and effect, and neither the Company nor the Executive shall have any further obligations thereunder; provided, however, that the Company’s obligation to pay to the Executive the Accrued Obligations and the Other Benefits (each as defined in the Employment Agreement) and the provisions of Section 8 (Certain Additional Payments by the Company) and Section 9 (Confidential Information and Non-Solicitation) of the Employment Agreement shall survive the termination of the Executive’s employment and the termination of the Employment Agreement.

 

1.3.  Performance Award. Executive hereby acknowledges that the Performance Award Agreement provides that in the event of a termination of the Executive’s employment with the Company for any reason, the Executive’s right to receive payment of the Performance Award shall be forfeited to the extent that the Performance Award is not vested as of the date of termination. Executive further acknowledges that neither the Performance Award nor any portion thereof is vested as of the date hereof, and, to the extent that the Performance Award is not vested as of the Effective Date, all of the Executive’s right, title and interest in the Performance Award shall thereupon be forfeited.

1.4   Consulting Agreement . Concurrently with the execution of this Agreement, the parties hereby agree to execute that certain Consulting Services Agreement, dated as of the date hereof, between the Company and Executive, in the form attached hereto as Exhibit A which shall become effective as of the Effective Date (the " Consulting Agreement ").

 

 

2.

MUTUAL RELEASE



2.1. Executive’s Release. In consideration of the Company Release (as defined below) and the Company’s agreement to enter into the Consulting Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Executive agrees that, as of the Effective Date, he shall execute and deliver to the Company a release of claims in substantially the form attached hereto as Exhibit B (the "Executive Release").

 

2.2. Company’s Release. In consideration of the Executive Release and the Executive’s agreement to enter into the Consulting Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company agrees that, as of the Effective Date, it shall execute and deliver to the Executive a release of claims in substantially the form attached hereto as Exhibit C (the "Company Release").

 

 

 

3.

CONFIDENTIALITY, NON-SOLICITATION



3.1.   Reaffirmation of Prior Agreements . Executive hereby acknowledges and agrees that the Executive is bound by certain confidentiality and non-solicitation covenants set forth in Section 9 of the Employment Agreement. Notwithstanding anything contained in this Agreement, Executive hereby reaffirms the covenants and provisions set forth in Section 9 of the Employment Agreement and acknowledges and agrees that the provisions of Section 9 of the Employment Agreement shall survive the termination of the Executive’s employment with the

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Company and shall remain in full force and effect.

 

 

4.

DISPUTE RESOLUTION



4.1.   Arbitration . Any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement or any arrangements relating to this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall be settled by final and binding arbitration administered by JAMS/Endispute in Los Angeles, California in accordance with the then existing JAMS/Endispute Arbitration Rules and Procedures for Employment Disputes. In the event of such an arbitration proceeding, the Executive and the Company shall select a mutually acceptable neutral arbitrator from among the JAMS/Endispute panel of arbitrators. In the event the Executive and the Company cannot agree on an arbitrator, the Administrator of JAMS/Endispute will appoint an arbitrator. Neither the Executive nor the Company nor the arbitrator shall disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. Except as provided herein, the Federal Arbitration Act shall govern the interpretation, enforcement and all proceedings. The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state of California, or federal law, or both, as applicable, and the arbitrator is without jurisdiction to apply any different substantive law. The arbitrator shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrator shall render an award and a written, reasoned opinion in support thereof. Judgment upon the award may be entered in any court having jurisdiction thereof.

4.2.   Waiver of Jury Trial . By submitting a dispute to arbitration, the parties hereto understand that they will not enjoy the benefits of a jury trial. Accordingly, the parties hereto expressly waive the right to a jury trial.

4.3.   Nonexclusive Remedy . Notwithstanding the above provisions regarding arbitration, the parties each retain their respective rights to seek injunctive relief or other provisional remedies provided under the law in any court having competent jurisdiction.

 

 

5.

MISCELLANEOUS



5.1.   Section 409A of the Code . To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the " Code "), and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of this Agreement to the contrary, the Company 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 determines are necessary or appropriate to (a) exempt the amounts and benefits provided


 
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