SEPARATION AGREEMENT

SEPARATION AGREEMENT

THIS SEPARATION AGREEMENT (this “ Agreement ”) is made and entered into as of December 12, 2005, by and between Maguire Properties, Inc., a Maryland corporation (the “ REIT ”), Maguire Properties, L.P., a Maryland limited partnership (the “ Operating Partnership ”), and Richard I. Gilchrist (the “ Executive ”).

WHEREAS, the REIT, the Operating Partnership and the Executive have previously entered into that certain Employment Agreement, dated as of June 27, 2003 (the “ Employment Agreement ”), pursuant to which the Executive is currently employed as the Co-Chief Executive Officer and President of the REIT and the Operating Partnership (collectively, the “ Company ”).

WHEREAS, pursuant to that certain Restricted Stock Agreement, dated as of June 27, 2003, by and between the REIT, the Operating Partnership and the Executive (the “ Restricted Stock Agreement ”), the REIT issued to the Executive 460,526 shares of restricted common stock of the REIT (the “ Restricted Stock ”).

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..

WHEREAS, the REIT and the Executive have previously entered into that certain Noncompetition Agreement, dated as of June 27, 2003 (the “ Non-Competition Agreement ”).

WHEREAS, the Executive and the Company desire to specify the terms of the Executive’s resignation from his positions as Co-Chief Executive Officer and President of the Company and member of the Board of Directors of the REIT, and as an employee of the Company, and to provide for the termination of the Employment Agreement.

WHEREAS, in connection with the Executive’s resignation, the Executive and the Company propose to enter into a Consulting Services Agreement (the “ Consulting Agreement ”) in the form attached hereto as Exhibit A , pursuant to which the Company will retain the Executive to provide certain consulting services to the Company as of the Effective Date (as defined below).

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.   Resignation . The Executive hereby tenders, and the Company hereby accepts, the Executive’s resignations from (a) his positions as the Co-Chief Executive Officer and President of the Company and as an employee of the Company, and (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 January 1, 2006 (the “ Effective Date ”). The parties hereby acknowledge and agree that the Executive has tendered, and the Company has accepted, the Executive’s resignation, effective as of December 8, 2005, from his position as a member of the Board of Directors of the REIT (the “ Board ”) and any committee thereof. 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 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.   Accelerated Vesting of Restricted Stock . Notwithstanding anything contained in the Restricted Stock Agreement, subject to the effectiveness and non-revocation of the Executive Release (as defined below), 52,632 shares of the Restricted Stock which are unvested as of the Effective Date (the “ Executive Shares ”) shall vest, and the restrictions thereon shall lapse, as of June 27, 2006, provided that the Consulting Agreement has not theretofore been terminated either (i) by the Company on account of a “material event of default” by the Executive or (ii) by the Executive without “cause” (each as defined in the Consulting Agreement). The remaining 105,264 shares of the Restricted Stock which are unvested as of the Effective Date shall be subject to repurchase by the Company in accordance with the Restricted Stock Agreement. In addition, in the event that, prior to June 27, 2006, the Consulting Agreement is terminated either (i) by the Company on account of a “material event of default” by the Executive or (ii) by the Executive without “cause,” the Executive Shares which are unvested as of such termination shall thereupon be subject to repurchase by the Company in accordance with the Restricted Stock Agreement. The parties hereby agree that this Section 1.3 shall constitute an amendment to the Restricted Stock Agreement.

1.4.   Continued Eligibility for Annual Bonus . Notwithstanding any contrary provisions of the Company’s annual bonus plan or otherwise, at the time when annual bonuses are paid to the Company’s other senior executives for the 2005 calendar year (but in no event later than March 15, 2006) and in accordance with the terms of the Employment Agreement, the

Executive shall be paid an annual bonus under such plan in an amount equal to the annual bonus to which the Executive would have been entitled had his employment with the Company not become subject to this Separation Agreement.

1.5.   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.

1.6.   Consulting Agreement . In connection with the execution of this Agreement, the parties hereby agree to execute the Consulting Agreement, which   shall become effective as of the Effective Date.

2.1.   Executive’s Release . 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 ”). Notwithstanding the foregoing, it shall be a condition to the Executive’s right to receive the payments and benefits set forth in Sections 1.3 and 1.4 above that the Executive execute, deliver to the Company and not revoke the Executive Release.

2.2.   Company’s Release . 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 .

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 and certain noncompetition covenants set forth in the Noncompetition Agreement. Notwithstanding anything contained in this Agreement, Executive hereby reaffirms the covenants and provisions set forth in the Noncompetition Agreement and in Section 9 of the Employment Agreement and acknowledges and agrees that the Noncompetition Agreement and the provisions of Section 9 of the Employment Agreement shall survive the termination of the Executive’s employment with the Company and shall remain in full force and effect.

4.1.   Survival of Prior Agreement . The parties hereby acknowledge and agree that the REIT is bound by certain covenants and obligations set forth in that certain Indemnification Agreement, dated as of June 27, 2003, by and between the REIT and the

Executive (the “ Indemnification Agreement ”). Notwithstanding anything contained in this Agreement, the REIT hereby acknowledges and agrees that the Indemnification Agreement shall survive the termination of the Executive’s employment with the Company and shall remain in full force and effect in accordance with the terms and conditions thereof.

5.1.   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/