SEPARATION AND CONSULTING AGREEMENT

Exhibit 10.1

SEPARATION AND CONSULTING AGREEMENT

THIS SEPARATION AND CONSULTING AGREEMENT (this “ Agreement ”) is made and entered into as of June 22, 2009, by and between Maguire Properties, Inc., a Maryland corporation (the “ REIT ”), Maguire Properties, L.P., a Maryland limited partnership (the “ Operating Partnership ”), and Douglas J. Gardner (“ Gardner ”).

WHEREAS, the REIT, the Operating Partnership and Gardner have previously entered into that certain Employment Agreement, effective as of May 17, 2008 (the “ Employment Agreement ”), which provides for Gardner’s employment as Executive Vice-President of the REIT and the Operating Partnership (collectively, the “ Company ”);

WHEREAS, pursuant to that certain Restricted Stock Unit Award Agreement, dated as of May 17, 2008, by and between the REIT, the Operating Partnership and Gardner (the “ RSU Agreement ”), the REIT granted to Gardner 131,250 restricted stock units with dividend equivalent rights (the “ RSUs ”) under the Second Amended and Restated 2003 Incentive Award Plan of Maguire Properties, Inc., Maguire Properties Services, Inc. and Maguire Properties, L.P.;

WHEREAS, Gardner wishes to resign from his position as Executive Vice-President of the Company, and as an employee of the Company, and Gardner and the Company desire to specify the terms of Gardner’s resignation and to provide for the termination of the Employment Agreement; and

WHEREAS, in connection with Gardner’s resignation, the Company desires to retain Gardner to provide certain consulting services to the Company as of the Separation Date (as defined below) in accordance with the terms and conditions set forth herein.

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 . Gardner hereby tenders, and the Company hereby accepts, Gardner’s resignation from (a) his positions as Executive Vice-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 July 1, 2009 (the “ Separation Date ”). Notwithstanding anything contained herein or in the Employment Agreement, Gardner’s resignation hereunder shall not be deemed a termination by the Company without “Cause” or by Gardner for “Good Reason” for purposes of, and each as defined in, the Employment Agreement.

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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 Gardner shall have any further obligations thereunder; provided, however, that the Company’s obligation to pay to Gardner 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 8 (Full Settlement), Section 9 (Certain Additional Payments by the Company), including with respect to any Excise Tax Gross-Up Payment (as defined in the Employment Agreement), and Section 10 (Confidential Information and Non-Solicitation) of the Employment Agreement shall survive such termination of the Employment Agreement.

2.1. Post-Employment Health Insurance Coverage . In consideration of, and subject to and conditioned upon Gardner’s execution and non-revocation of the Release (as defined below), and Gardner’s continued compliance with the terms and conditions of this Agreement, including without limitation, the confidentiality and non-solicitation covenants described in Section 4 below, during the period commencing on the Separation Date and ending on December 31, 2009, the Company shall continue to provide Gardner and his eligible family members with group health insurance coverage at least equal to that which would have been provided to them if Gardner’s employment had not been terminated, provided that Gardner properly elects continuation healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the regulations thereunder; provided, however, that if Gardner 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 shall be reduced to the extent comparable coverage is actually provided to Gardner and his eligible family members, and any such coverage shall be reported by Gardner to the Company.

2.2. Restricted Stock Units . Gardner hereby acknowledges that the RSU Agreement provides that in the event of Gardner’s “Separation from Service” by reason of Gardner’s voluntary resignation without “Good Reason” (as such terms are defined in the Employment Agreement), Gardner shall immediately forfeit any and all RSUs granted under the RSU Agreement which have not vested or do not vest on or prior to the date on which Gardner’s Separation from Service occurs, and Gardner’s rights in any such RSUs which are not so vested shall lapse and expire. Gardner further acknowledges that any vested RSUs shall become payable in accordance with the terms and conditions of the RSU Agreement (including, without limitation, under Section 2.3(b) thereof).

3.1. Release . In consideration of the benefits set forth in Section 2.1,

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the Company’s agreement to retain Gardner as a consultant as set forth in Section 5 hereof, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, Gardner shall, as of the Separation Date, execute and deliver to the Company a release of claims in substantially the form attached hereto as Exhibit A (the “ Release ”).

4.1. Reaffirmation of Prior Agreements . Gardner hereby acknowledges and agrees that Gardner is bound by certain confidentiality and non-solicitation covenants set forth in Section 10 of the Employment Agreement. Notwithstanding anything contained in this Agreement, Gardner hereby reaffirms the covenants and provisions set forth in Section 10 of the Employment Agreement and acknowledges and agrees that the provisions of Section 10 of the Employment Agreement shall survive the termination of Gardner’s employment with the Company and shall remain in full force and effect.

5.1. Term and Commitment . During the period commencing on July 1, 2009 and ending on December 31, 2009, or such earlier date on which Gardner’s consulting relationship with the Company is terminated as provided herein (the “ Consulting Period ”), Gardner shall, at the Company’s request, provide consulting services to the Company as set forth in Section 5.2 below (the “ Consulting Services ”) during the Consulting Period.

5.2. Services to be Provided . Gardner shall provide the Consulting Services to the Company with respect to the matters set forth on Schedule A attached hereto, or such other matters as the parties may mutually determine.

5.3. Non-Exclusive Relationship . The Consulting Services being provided by Gardner are on a non-exclusive basis, and Gardner shall be entitled to perform or engage in any activity not inconsistent with or otherwise prohibited by this Agreement or by the surviving provisions of the Employment Agreement.

5.4. Compensation . During the Consulting Period, the Company shall pay Gardner a monthly retainer of $17,500 for Consulting Services to be performed by Gardner (the “ Consulting Fee ”). The Company shall pay Gardner the Consulting Fee for such services promptly, but in no event later than 30 days following the last day of the month with respect to which such services are performed.

5.5. Tax Obligations . Gardner shall be responsible for the payment of all taxes owed on all amounts paid to Gardner by the Company hereunder with respect to the Consulting Services and shall protect the Company from any liability for the payment of any taxes of any kind with respect to the consulting fees paid to Gardner hereunder.

5.6. Reimbursable Costs . The Company shall reimburse Gardner in

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accordance with general policies and practices of the Company for actual and reasonable expenses incurred in performing the Consulting Services (“ Reimbursable Costs ”), payable within 30 days of receipt of an invoice. To the extent that any reimbursements provided to Gardner under this Section 5.6 are deemed to constitute compensation to Gardner, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any reimbursements that constitute compensation in one year shall not affect the amount of reimbursements constituting compensation that are eligible for payment or reimbursement in any subsequent year, and Gardner’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.

5.7. Duties of the Company . The Company shall (i) grant Gardner access to records, files, equipment, employees and consultants as reasonably required for Gardner to perform the Consulting Services contemplated herein; and, (iii) pay to Gardner the amounts due to Gardner within the time periods specified herein.

5.8. Duties of Gardner . Gardner shall (i) dedicate such time commitment to the Consulting Services as is reasonably necessary to perform such Consulting Services, provided that, Gardner shall not be obligated to perform such Consulting Services for more than 50 hours per month; (ii) comply with all applicable federal, state and municipal laws and regulations required to enable Gardner to render to the Company the Consulting Services call