SEPARATION AGREEMENT

Exhibit 10.2

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (this “ Agreement ”) is made and entered into as of August 18, 2009, by and between Maguire Properties, Inc., a Maryland corporation (the “ REIT ”), Maguire Properties, L.P., a Maryland limited partnership (the “ Operating Partnership ”), and Mark T. Lammas (the “ Executive ”).

WHEREAS, the REIT, the Operating Partnership and the Executive have previously entered into that certain Amended and Restated Employment Agreement, effective as of December 31, 2008 (the “ Employment Agreement ”), which provides for the Executive’s employment as Executive Vice President, Investments of the REIT and the Operating Partnership (collectively, the “ Company ”);

WHEREAS, pursuant to that certain Performance Award Agreement, dated as of April 1, 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. (as amended, the “ Plan ”);

WHEREAS, pursuant to that certain Restricted Stock Agreement, dated as of June 30, 2006, by and between the REIT, the Operating Partnership and the Executive (the “ Restricted Stock Agreement ”), the REIT granted to the Executive 56,867 shares of restricted common stock of the REIT (the “ Restricted Stock ”) under the Plan;

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:

1.1.            Termination of Employment .  Effective as of September 1, 2009 (the “ Separation Date ”), the Executive’s employment with the Company and its subsidiaries and affiliates (including, without limitation, as Executive Vice President, Investments) shall terminate and the Executive shall cease to be an employee and/or officer of any and all of the foregoing.  In addition, as of the Separation Date, the Executive hereby resigns from any and all directorships the Executive may hold with the Company or any of its subsidiaries or affiliates.

1.2.            Termination of Employment Agreement .  As of the Separation 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 (as defined in the Employment Agreement) and the provisions of Section 2(b)(vii) (Expenses), Section 2(b)(x) (Compensation Gross-Up), Section 7 (Full Settlement), Section 8 (Certain Additional Payments by the Company), including with respect to any Excise Tax Gross-Up Payment (as defined in the Employment Agreement), and Section 9 (Confidential Information and Non-Solicitation) of the Employment Agreement shall survive such termination of the Employment Agreement.  The parties hereby mutually agree that the amount of the Executive’s accrued but unpaid vacation pay through the Separation Date shall be equal to 240 hours of annualized pay for purposes of determining the amount of Accrued Obligations payable under Section 4(a)(i) of the Employment Agreement.

1.3.            Return of Property.   No later than the Separation Date, the 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.  Notwithstanding the foregoing, in connection with Executive’s role as a consultant following the Separation Date, during the consulting period the Executive may keep in his possession items of Company property that are identified by the Company as appropriate for such role.

2.1.            Severance .  Subject to Section 2.3 below, in consideration of, and subject to and conditioned upon the Executive’s execution and non-revocation of the Release (as defined below), the Operating Partnership shall pay or provide to the Executive the following payments and benefits in accordance with Section 4(a) of the Employment Agreement:

(a)           A lump-sum cash payment in an amount equal to $1,500,000, which the parties acknowledge and agree represents the Severance Amount, within the meaning of Section 4(a)(i)(B) of the Employment Agreement; provided, that the parties further acknowledge and agree that there is no Unpaid Bonus, within the meaning of Section 4(a)(i)(A) of the Employment Agreement, as of the Separation Date.  Subject to Section 2.3 below, payment of the Severance Amount shall be made in a single lump sum within 60 days after the date of Executive’s “separation from service” from the Company within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and Treasury Regulation Section 1.409A-1(h) (a “ Separation from Service ”);

(b)           A lump-sum cash payment in an amount equal to $402,198, which the parties acknowledge and agree represents the Pro-Rated Annual Bonus, within the meaning of 4(a)(ii) of the Employment Agreement.  Subject to Section 2.3 below, such payment shall be made in a single lump sum within 60 days after the date of the Executive’s Separation from Service;

(c)           Subject to Section 2.3 below, any unvested shares of Restricted Stock and any unvested RSUs shall become immediately vested in full as of the Separation Date.  The Executive acknowledges that the RSUs shall become payable in accordance with the terms of the RSU Agreement (including, without limitation, under Section 2.3(b) thereof);

(d)           During the period commencing on the Separation Date and ending on the earlier of (i) the eighteen-month anniversary of the Separation Date and (ii) the expiration of the Executive’s eligibility for benefits under Section 4980B of the Code and the regulations thereunder (“ COBRA ”), the Company shall continue to provide the Executive and the Executive’s eligible family members with group health insurance coverage at least equal to that which would have been provided to them if the Executive’s employment had not been terminated, provided that the Executive properly elects continuation healthcare coverage under COBRA; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive group health insurance coverage under another employer’s plans, the Company’s obligations under this Section 2.1(d) shall be reduced to the extent comparable coverage is actually provided to the Executive and the Executive’s eligible family members, and any such coverage shall be reported by the Executive to the Company (by way of example, if the Executive becomes re-employed but does not actually receive group health insurance coverage due to a pre-existing condition limitation, then the Company’s obligations under this Section 2.1(d) will not be reduced); and

(e)           For a period of not more than one year following the Separation Date, the Company shall, at its sole expense and on an as-incurred basis, provide the Executive with reasonable outplacement services directly related to the Executive’s Separation from Service which shall be consistent with industry practice for similarly situated executives.

2.2.            Performance Award.   The 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.  The Executive further acknowledges that neither the Performance Award nor any portion thereof is vested as of the date hereof, and, to the