Exhibit 10.1
EXECUTIONVERSION
CONFIDENTIALSEPARATIONAGREEMENTANDRELEASEOFCLAIMS
This Confidential Separation Agreement and Release of Claims (this “SeparationAgreement”) is entered into by and between, on the one hand, Jeffrey Kuehling (“you”) and, on the other hand, Kilroy Realty Corporation, a Maryland corporation (“KRC”), and Kilroy Realty, L.P., a Delaware limited partnership (“KRLP” and, together with KRC, “Kilroy”). KRC, KRLP, and you may be referred to herein jointly as “the Parties” or individually as “the Party.”
RECITALS
WHEREAS, KRLP has employed you as Executive Vice President, Chief Financial Officer and Treasurer pursuant to that certain Employment Agreement between you and Kilroy, dated July 30, 2024 (the “Employment Agreement”);
WHEREAS,KilroyhasdecidedtoterminateyouremploymentwithKRLP,andanyother position you may hold with KRLP and KRC (or either of them), effective as of August 11, 2026 (the “Separation Date”);
WHEREAS, Kilroyand youdesire toestablish anamicable arrangementforendingyour employment relationship with KRLP to permit you to receive a separation payment, in exchange for a general release of claims; and
WHEREAS, youunderstandandacknowledgethat youarewaivinglegalrightsorclaims underapplicablestate,federal,orlocallawbysigningthisSeparationAgreement,andthatyouare freely and voluntarily entering into this Separation Agreement with a complete understanding of its terms and with the intent to be bound thereby.
NOW, THEREFORE, in consideration of the covenants, representations, warranties, terms, conditions, and releases set forth below, and for your receipt of the separation benefits described below, Kilroy and you agree as follows:
1SEPARATIONFROMEMPLOYMENT
1.1The parties acknowledge and agree that, (a) on the Separation Date, Kilroy paid to youallsalary,wages,andanyandallotherbenefitsandcompensationthatyouearnedthroughthe SeparationDate (totheextentnotpreviouslypaid);and(b)followingtheSeparationDate, except fortheSeparationBenefit(asdefinedbelow),youarenotentitledtoreceiveanyfurtherpayments, benefits, or any other form of compensation from Kilroy. Without limiting the generality of the preceding sentence, you are not entitled to any bonus for the year in which the Separation Date occurred(exceptforthepro-ratedbonusprovidedinSection2.1.2)andyouarenotentitledtoany additionalequityawardorotherincentivefromKilroy.ExceptforanycommonstockofKRCthat youmayownoutright,youacknowledgeandagreethatasoftheSeparationDate,youdonotown andyouhavenorighttoreceive,acquire,orpossessanysecurity, derivativesecurity,orequityin KRC, KRLP, or either of their respective affiliated entities.
1.2Your employment with KRLP, and all other positions (as an officer, director, employee,member,managerandinanyothercapacity)youheldwithKRLP,KRC,oranyoftheir respectiveaffiliates,terminatedasoftheSeparationDate.YouagreethattheSeparationDateshall constitute the date of your “separationfromservice” fromKilroy(withinthemeaning ofInternal Revenue Code Section 409A and the guidance promulgated thereunder).
1.3YouandKilroyherebyacknowledgeandconfirmthatyouhaveagreedtowaiveany notice oftermination of youremployment that wouldotherwise be required pursuanttoSection
5.1 of the Employment Agreement and that thepayments described in Section 2.1.4hereof areprovided to you in consideration for such waiver and in lieu of such notice.
1.4ExceptasexpresslyauthorizedbyKilroyinwriting,onandaftertheSeparationDate, you shall not represent or act, directly or indirectly, for or on behalf of, or otherwise as an agent of, or hold yourself out as an employee of, Kilroy or any one of the Kilroy Released Parties (as defined below in Section 4).
1.5By no later than ten(10) days after theSeparationDate, youshall submityour final expensereportdetailinganyoutstandingbusinessexpensesincurredbyyouthroughtheSeparation Date, which will be reimbursed by Kilroy subject to and in accordance with its policy for reimbursing business expenses. No expenses shall be incurred by you on or after the Separation Date for or on behalf of Kilroy without express written authorization in advance.
1.6You shall direct any prospective employers to the Kilroy Human Resources Department, which will respond to any request for a reference by providing your dates of employmentandlastheldposition,unlesswrittenauthorizationisprovidedbyyoutodiscloseyour most recent regular base salary, in which case such information may also be disclosed.
1.7You understand that your coverage under Kilroy’s group healthcare insurance plan shall cease on the last day of the month in which the Separation Date occurs, at which time you and your previously enrolled eligible dependents shall become eligible for continued healthcare coverage in accordance with the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) commencing with the month following the month in which the Separation Date occurs, provided that you makea timelyelectionfor COBRA coverage and you pay directly the monthly COBRA premiums necessary to continue such coverage, all in accordance with the applicable enrollment andpaymentproceduresineffectfromtimetotime(currently,COBRAenrollmentandpayments are made through Igoe Administration Services). Accordingly and except as provided in Section2.1.3,Kilroyshallhavenofurtherobligationtopayforortoreimburseyouforthecostofmedical insurance benefits for you or any other previously enrolled dependents.
1.8YouhaveafullyvestedbenefitundertheKilroyRealtyCorporation401(k)Plan(the “401(k) Plan”). Your benefit under the 401(k) Plan will be paid in accordance with the terms of that plan.
1.9Youwerepreviouslyawardedrestrictedstockunits(“RSUs”) byKilroypursuantto certain Restricted Stock Unit Agreements (each, an “RSU Agreement”).As of the Separation Date,youhad atotal ofapproximately (i)11,456 unvested,time-basedandnon-deferredRSUs
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(the “Unvested Time-Based RSUs”) and (ii) 40,255 unvested, performance-based and non-deferred RSUs (the“Unvested Performance-Based RSUs” and together with theUnvested Time-BasedRSUs, the“UnvestedRSUs.PursuanttothetermsintheunderlyingRSUAgreements,the Unvested RSUs terminated as of the Separation Date and you have no further right with respect thereto or in respect thereof.The numbers of RSUs set forth above are approximate and include the crediting of dividend equivalents in accordance with the applicable award terms through August 11, 2026.In the event of any inconsistency or ambiguity between this Separation AgreementandtheapplicableRSUAgreementastothepaymentofanyRSU,theapplicableRSU Agreement controls.
1.10You acknowledge and agree that (a) Kilroy has established an account Kilroy establishedatShareworksby MorganStanleyinyour name(the“ShareworksAccount”), (b) you will transfer all shares of your Kilroy common stock and cash amounts in the Shareworks Account to your personal brokerage and/or bank account as soon as possible, but by no later than November 30, 2026, and (c) Kilroy will remove your access to the Shareworks Account immediately following such date. Furthermore, in accordance with Kilroy’s Insider Trading Policy, you hereby acknowledge and agree not to buy, sell, or otherwise trade in any Kilroy securities while in possession of any material non-public information about Kilroy.
1.11Within five (5) days following the Separation Date, you agree to return to Kilroy, throughcoordinationwithitsHumanResourcesDepartment, allKilroydocuments(andallcopies thereof) and other Kilroy property which you have in your possession or control, including, but not limited to, Kilroy files, notes, drawings, records, plans, forecasts, reports, studies, analyses, proposals, agreements, financial information, research and development information, sales and marketing information, customer lists, prospect information, pipeline reports, sales reports, operational and personnel information, specifications, code, software, databases, computer-recorded information, tangible propertyand equipment (including, but not limited to, computers, facsimile machines, mobile telephones, servers), credit cards, entry cards, identification badges and keys, andanymaterialsof anykindwhich contain or embodyanyproprietaryor confidential information of KRC, KRLP, or any of their respective affiliates (and all reproductions thereof in whole or in part). You agree that you will make a diligent search to locate any such documents, property and information by the close of business on the Separation Date. If you have used any personally owned computer, server, cloud storage account, or e-mail system to receive, store, review, prepare, ortransmitany Kilroy confidential orproprietarydata, materials or information, within five (5) days after the Separation Date, you shall provide Kilroy with a computer-useable copy of such information and then permanently delete and expunge such Kilroy confidential or proprietary information from those systems. You also agree that you will provide Kilroy with a completelistofallcomputer,device, andwebsitelog-inpasswordsthatyouusedforKilroywork purposes. Your timely compliance with this paragraph is a condition precedent toyour receipt of the Separation Benefit (as defined below in Section 2.1.1) provided under this Separation Agreement. You further acknowledge and agree that you must abide by the terms of your Non-Competition, Non-Solicitation and Non-Disclosure Agreement, dated July 30, 2024 (the “Confidentiality Agreement”), specifically including (but not limited to) the provisions therein regardingreturnofKilroypropertyanddocuments,andthenon-useandnondisclosureofKilroy’s tradesecretsandconfidentialinformation.TheConfidentialityAgreementisincorporatedintothis Separation Agreement as if fully set forth herein.
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1.12For a period of two months following the Separation Date, in consideration for the payment described in Section 2.1.4, you agree to reasonably cooperate with Kilroy (without any consideration or compensation beyondthat provided forin this Separation Agreement)regarding (a) the transition of your duties and responsibilities (or former duties and responsibilities, as the case may be), and(b) such other matters as Kilroymayfromtime totimereasonablyrequest and as are within your skill, experience, or knowledge given your past service to Kilroy.
1.13As a limited and narrow exception to your obligation to return Kilroy property pursuant to Section 1.11, you may retain (a) any personnel or payroll records to which you are legallyentitled; and (b) the mobile phone device andiPad Kilroy supplied to you, provided that (a) youpromptlyprovidesuchdeviceandiPadtoKilroyInformationTechnology(IT)sothatall Kilroy-related information and material (or, as Kilroy Information Technology (IT) may determine, all informationandmaterialother thanpersonal data andcontact information) maybe removed from such device, and (b) you cooperate with and as requested by Kilroy Information Technology (IT) in connection with the removal of such information and material (including, without limitation, by providing any applicable passwords and identifying any personal data or contact information on such device for retention).
2CONSIDERATIONFOR YOURRELEASESANDCOVENANTS
2.1In consideration for the releases, covenants, promises, and obligations set forth in this Separation Agreement, Kilroy shall make thefollowing payments and provide the following benefitsto youunder thetermsandconditionssetforth inthisSection2.1below(the“SeparationBenefit”),whichpaymentsorbenefitsKilroywouldnototherwisebeobligatedtomakeorprovide toyouandwhichconstitutesufficientconsiderationforthereleases,promises,andothertermsand conditions of this Separation Agreement, provided that you shall have signed and dated this Separation Agreement, and comply with all of its terms and conditions:
2.1.1Kilroy shall pay youseparation payinthe amountof OneMillion and Thirty-Eight Dollars and 40/100 ($1,000,038.40), subject to applicable payroll and tax withholdings. Suchamountrepresentsthesumof (i) your annualrateof basesalaryineffect asofyourSeparationDateand(ii)yourtargetlevelofannualincentivebonusfor2026(which is equivalent to 100% of your annual rate of base salary) and shall be paid to you in equal monthly installments (eachrepresenting theapplicable fractionofsuch total benefit amount, rounded down to the nearest whole cent) over a period of twelve (12) consecutive months commencing with September 2026, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following your Separation Date and to include each suchinstallmentthatwasotherwise(butforsuch60-daydelay)scheduledtobepaidfollowing your Separation Date and prior to the date of such payment.
2.1.2In addition, Kilroy shall pay you an amount equal to Three Hundred Eighty-Seven Thousand Six Hundred Eighty-Six Dollars and 11/100 ($387,686.11), subject to applicable payroll and tax withholdings, and subject to your complying with your obligations to provide transition services under Section 1.12,on (or within ten (10) days following)the sixtieth(60th)day followingyour SeparationDate.Such amountrepresents
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your pro-rated annual incentive bonus for 2026 determined by multiplying (i) your target annual incentive bonus for 2026 by (y) a fraction, the numerator of which is the sum of the total number of days in 2026 you were employed by the Company plus sixty (60) days, and the denominator of which is the total number of days in such year.
2.1.3Should you duly elect continued healthcare coverage under COBRA, KilroyshallpaythepremiumsforcontinuedhealthcarecoverageunderCOBRA(foryouand your eligible dependents) for eighteen (18) months covering September 2026, through and including February 2028 (the “COBRA Reimbursement”). Accordingly, after March 2028, Kilroy shall have no further obligation whatsoever to pay COBRA premium payments as a result of your election to be covered under COBRA or to provide notice to you regarding COBRA benefits. Commencing on February 1, 2028, should you wish to continue such COBRA coverage, you shall be solely responsible for making premium payments when due in a timely manner and for complying with any other obligations under COBRA. Notwithstanding the foregoing, should you obtain other medical insurance through new employment or otherwise prior to February 1, 2028, Kilroy’s obligation to provide the COBRA Reimbursement shall cease. You agree to promptly notify the Kilroy Human Resources Department should you obtain other medical insurance through new employment or otherwise. As to any COBRA Reimbursement payments provided for above, Kilroy’s current practice is to pay any required COBRA Reimbursement payments directly to the applicableplan/insurer,butitreservestherighttorequireyoutomaketheapplicablepremium payments and then reimburse you for the same.
2.1.4InconsiderationforyourwaiverofnoticereferredtoinSection1.3and inadditiontothepaymentsdescribedabove,KilroyshallpayyouanamountequaltoEighty-Three Thousand Three Hundred Thirty-Six Dollars and 54/100 ($83,336.54) (which represents one-sixth (1/6) of your annual rate of base salary in effect as of your Separation Date), such amount to be paid, subject to applicable payroll and tax withholdings, in accordance with Kilroy’s regular bimonthly payroll schedule for the sixty (60) day period following your Separation Date.
2.2Other than the Separation Benefit as set forth expressly in this Agreement, you acknowledge and agree that no other payments of any kind or in any amount shall be due and owing, or are due and owing, to you from Kilroy, or from any of the Kilroy Released Parties, as consideration for the releases set forth herein.
3NOREPRESENTATIONSASTOTAXABILITYOF ANYPAYMENTS
Kilroy will withhold required federal, state, and local taxes from any and all payments contemplatedbythisSeparationAgreement.OtherthanKilroy’sobligationandrighttomakesuch withholdings, youwill beresponsible topayany and all taxes, interest, and penaltiesthatmay be imposed with respect tothe payments contemplated by thisSeparation Agreement(includingbut not limited to those imposed by Internal Revenue Code Section 409A).
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4GENERALRELEASEOFCLAIMS
4.1You, on your own behalf and on behalf of your descendants, dependents, heirs, executors,administrators,assignsandsuccessors,andeachofthem,herebyacknowledgefulland complete satisfaction of and releases and discharges and covenants not to sue KRC, KRLP, each oftheirrespectivedivisions,subsidiaries,parents,oraffiliatedcorporations,pastandpresent,and each of them, as well as its and their assignees, successors, directors, officers, stockholders, partners, representatives, attorneys, agents or employees, past or present, or any of them (individuallyandcollectively,the“KilroyReleasedParties”),fromandwithrespecttoanyandall claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with your employment or any other relationshipwithorinterestinKRC,KRLP,oreitherofthem,ortheterminationthereof,including withoutlimitingthegeneralityoftheforegoing,anyclaimforseverancepay,profitsharing,bonus or similar benefit, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, knownorunknown, suspectedor unsuspectedresultingfromanyactoromissionbyoron the part of Releasees committed or omitted prior to the date of this Agreement set forth below, including, without limiting the generality of the foregoing, any claim under TitleVII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the CaliforniaFairEmploymentandHousingAct,CaliforniaLaborCodeSection132a,theCalifornia Family Rights Act, or any other federal, state or local law, regulation, ordinance, constitution or common law (collectively, the “Claims”); provided, however, that theforegoingrelease does not apply to any obligation of Kilroy to you pursuant to any of the following: (1) Section 2.1 of this Agreement; (2) any equity-based awards previously granted by Kilroy to you, to the extent that such awards continue after the termination of your employment with Kilroy in accordance with the applicable terms of such awards; (3) anyrightto indemnificationthat you mayhave pursuant to Kilroy’s bylaws, its corporate charter or under any written indemnification agreement with Kilroy(oranycorrespondingprovisionofanysubsidiaryoraffiliateofKilroy)withrespecttoany loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that youmayinthefutureincur withrespect to your service as anemployee, officer or directorofKilroyoranyofitssubsidiariesoraffiliates;(4)withrespecttoanyrightsthatyoumay have to insurance coveragefor suchlosses, damagesor expensesunder any Kilroy(orsubsidiary or affiliate) directors and officers liability insurance policy; (5) any rights to continued medical and dental coverage that you mayhave under COBRA; (6) any rights to payment of benefits that youmayhaveunderaretirementplansponsoredormaintainedbyKilroythatisintendedtoqualify under Section 401(a) of the Internal Revenue Code of 1986, as amended; or (7) any deferred compensation that you may be entitled to under a nonqualified deferred compensation plan of Kilroy.
4.2In addition, this release does not cover any Claim that cannot be so released as a matter of applicable law. Notwithstanding anything to the contrary herein, nothing in this Agreement prohibits you from filing a charge with or participating in an investigation conducted by any state or federal government agencies. However, you do waive, to the maximum extent permitted by law, the right to receive any monetary or other recovery, should any agency or any other person pursue any claims on your behalf arising out of any claim released pursuant to this Agreement. For clarity, andasrequiredbylaw, suchwaiver doesnotpreventyoufromaccepting
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awhistleblowerawardfromtheSecuritiesandExchangeCommissionpursuanttoSection21Fof the Securities Exchange Act of 1934, as amended. You acknowledge and agree that you have receivedanyandallleaveandotherbenefitsthatyouhavebeenandareentitledtopursuanttothe Family and Medical Leave Act of 1993.
5WAIVEROFUNKNOWN CLAIMS
5.1ThisAgreementisintendedtobeeffectiveasageneralreleaseofandbartoeachand every Claim hereinabove specified. Accordingly, you hereby expressly waive any rights and benefits conferred bySection 1542of the California Civil Code and any similar provision of any other applicable state law as to the Claims. Section 1542 of the California Civil Code provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
5.2You acknowledge that you later may discover claims, demands, causes of action or factsinadditiontoordifferentfromthosewhichyounowknoworbelievetoexistwithrespectto the subject matter of this Agreement and which, if known or suspected at the time of executing thisAgreement,mayhavemateriallyaffecteditsterms.Nevertheless,youherebywaive,astothe Claims, anyclaims, demands, andcausesofactionthatmightariseasaresultofsuchdifferentor additional claims, demands, causes of action or facts.
6SPECIALADEAWAIVER
You expressly acknowledge and agree that by entering into this Agreement, you are waiving any and all rights or claims that you may have arising under the Age Discrimination in EmploymentActof1967,asamended(the“ADEA”),andthatthiswaiverandreleaseisknowing and voluntary. You and Kilroy agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date you sign this Agreement. You further expressly acknowledges and agrees that:
(a)InreturnforthisAgreement,youwillreceiveconsiderationbeyondthatwhichyou were already entitled to receive before executing this Agreement;
(b)You are hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement;
(c)You were given a copy of this Agreement on August 4, 2026, and informed that youhavetwenty-one(21)dayswithinwhichtoconsiderthisAgreementandthatif you wish to execute this Agreement prior to the expiration of such 21-day period youwillhavedonesovoluntarilyandwithfullknowledgethatyouarewaiving
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yourrighttohavetwenty-one(21)daystoconsiderthisAgreement;andthat suchtwenty-one(21) dayperiodtoconsiderthisAgreementwouldnotandwillnot be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Agreement in such twenty-one (21) day period after you received it;
(d)Youwereinformedthat youhadseven(7) daysfollowingthedateof executionof thisAgreementinwhichtorevokethisAgreement,andthisAgreementwillbecome null and void if you elect revocation during that time. Any revocation must be in writingandmustbereceivedby Kilroyduringtheseven-dayrevocationperiod.In the event that you exercise this revocation right, neither Kilroy nor you will have any obligation under this Agreement. Any notice of revocation should be sent by you in writing to Kilroy (attention Lauren Stadler, Executive Vice President, GeneralCounselandSecretary,atlstadler@kilroyrealty.com),sothatitisreceived within the seven-day period following execution of this Agreement by you.
(e)Nothing in thisAgreement prevents or precludes you from challengingor seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs for doing so, unless specifically authorized by federal law.
7NOTRANSFERREDCLAIMS
You represent and warrant to Kilroy that you have not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof.
8NOADMISSIONOFLIABILITY;NON-DISPARAGEMENT
Each of KRC, KRLP and you expressly acknowledge and agree that by entering into this Separation Agreement, no Party admits or acknowledges the existence of any liability or wrongdoingtoanyotherParty,allsuchliabilitybeingspecificallyandexpresslydenied.Youagree that you shall not take any action yourself or through any third party, to disparage, criticize, or damage the reputation of KRC, KRLP, any of the Kilroy Released Parties, or any of their respectiveofficers,directors,employees,businesses,businessprojectsorproperties,andthatyou shall not disparage KRC, KRLP, any of the Kilroy Released Parties, or any of their respective officers, directors, employees, businesses, business projects or properties, in the community-at-large or in the media, including the Internet, blogs, social media (such as Facebook, LinkedIn, Glassdoor, andXf/k/aTwitter), orotherInternetaccessforum.Furthermore,Kilroyshallinstruct the named executive officers of Kilroy not to make any such disparaging statements about you. Notwithstanding anything to the contrary herein, nothing in this Separation Agreement shall prohibit you or any of Kilroy’s named executive officers from providing truthful testimony in response to any court or arbitral order, subpoena, or government investigation or from providing truthful information to any governmental, regulatory, or administrative agency.
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9REMEDYFORBREACHOF SEPARATIONAGREEMENT
9.1Without waiver of any rights or remedies set forth herein, which remedies may be pursuedinarbitrationbyorforthebenefitofeachofthePartiesand/ortheKilroyReleasedParties, as a remedyfor any proven breach, Kilroy shall be entitled as the prevailing Party to recover the entireSeparationBenefit, withtheexceptionof (i)cashpaidpursuantto Section2.1.1inthetotal amount(beforeapplicablewithholdings)ofForty-OneThousandSixHundredSixty-EightDollars and 27/100 ($41,668.27), which sum the Parties agree shall be retained by you as good and valuableconsiderationforyourreleasesandothercovenantsandagreementsprovidedherein,and
(ii)cash paidpursuant toSection2.1.4.
9.2Withoutlimitinganyandallavailableremediesatlaworinequity,allofwhichshall be available and are not waived, the Parties agreethat any breach of the terms of this Separation Agreementwouldresultinirreparableinjuryanddamagetoeitherone ofthem,for whichthereis noadequateremedyatlaw.ThePartiesagreethattheaggrievedParty(includinganyoftheKilroy Released Parties) shall be entitled to obtain a temporary restraining order and/or a preliminary injunctionorpermanentinjunction,withouttheneedtopostabond,forthepurposeofrestraining theother Party from engaging in prohibitedactivitiesor providing for such otherrelief asmaybe required to specifically enforce the terms of this Separation Agreement. The availability of injunctive relief shall be in addition to any other remedies to which the aggrieved Party may be entitled at law or in equity.
9.3All remedies expressly providedfor inthis Separation Agreement areinaddition to any and all other remedies existing at contract, law or in equity. Resort to any remedy provided for in this Separation Agreement or provided for by contract, law or in equity will not prevent concurrentorsubsequentawardofotherappropriateremediesorprecludearecoveryofmonetary damages and other compensation or restitution.
9.4The Parties agree that any action, cause of action, dispute, controversy or claim (collectively, “Dispute”) arising out of or in any way relating to this Separation Agreement, including without limitation the pursuit of relief under this Section 9, or the interpretation or application of this Separation Agreement or to the breach or threatened breach thereof, or your employment with Kilroy and its termination, or to any and all other matters between the Parties (and/ortheKilroyReleasedParties),shallberesolvedtothefullestextentprovidedbylawbyfinal and binding arbitration administered by JAMS before a single neutral arbitrator. The arbitration willbeconductedpursuanttotheEmploymentArbitrationRules&Proceduresandsubjecttothe JAMS Policy onEmployment Arbitration Minimum Standards of Procedural Fairness. The rules maybeaccessedat:https://www.jamsadr.com/rules-employment-arbitration/english.Underthese rules, the Parties acknowledge and agree that: (a) a Party may file any claim in arbitration that could have been brought or filed in any court of law or in equity; (b) the prevailing Party shall recover any and all damages and all other relief that would otherwise be available at law or in equity, and should Kilroy be the prevailing party, then including without limitation the relief providedforinSection9.1;(c)eachPartyisentitledtodiscoverysufficienttoadequatelyarbitrate theDispute,includingaccesstoessentialdocumentsandwitnesses;(d) Kilroyshallpaytheentire costofthearbitratorandthearbitrationforumcosts;(e)thearbitratorshallissueawrittendecision statingtheessentialfindingsandconclusionsonwhichthearbitrationawardisbased,and
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sufficient to allow for judicial review to the fullest extent permitted by law including for legal error; and (f) except as required for judicial review or in response to court order, any and all proceedingsshallbemaintainedinthestrictestconfidencebythePartiesandtheirrepresentatives, the arbitrator andanyother participants inthearbitration proceedings. Eachof theParties hereby consents to the jurisdiction of the arbitrator, the authority of the arbitrator to award the relief provided for herein, and toJAMS toadminister the arbitration, and tosubmitto saidjurisdiction. Accordingly,eachPartyvoluntarily,knowinglyandintentionallywaivestheParty’srighttoajury trial and agrees to submit any Dispute to arbitration under the terms and conditions provided for herein. The venue of the arbitration shall be in the County of Los Angeles, specifically, at the JAMS offices located at 1925 Century Park E, 14th Floor, Los Angeles, CA 90067, unless the PartiesmutuallyagreeinawritingexecutedbybothPartiestoadifferentvenue.ThePartiesagree thatthisArbitrationAgreementshallbegovernedbyCaliforniaCivilProcedureCodesection1280 etseq. andtheFederalArbitrationAct(“FAA”),9U.S.C.section1, et. seq., exceptwhenthereis a conflict between the two the FAA will control. Nothing stated herein shall waive your right to elect to bring any claim of sexual assault or sexual harassment arising after the date of execution of this Separation Agreement in a civil court of law.
10INTEGRATEDAGREEMENT
This Separation Agreement constitutes a fully integrated written contract expressing the entire agreement between Kilroy and you as toitssubject matter. Allprior andcontemporaneous discussions, negotiationsandwritingshavebeenandaremergedwithandintegratedinto,andare superseded by, this Separation Agreement. No representations, promises, agreements, or understandings,writtenororal,notcontainedhereinshallbeofanyforceoreffect.ThisSeparation Agreement cannot be modified except by a writing executed by the Parties, including two authorized officers of Kilroy, hereto.
11SEVERABILITY
If any provision (or portion thereof) of this Separation Agreement is declared by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, the remaining provisions (including other portions of aprovisionhaving an invalid portion) shallremain in full forceandeffectand,totheextentpossible,thedisputedprovisionshallbeconstruedsothatitmay be valid and enforceable.
12NON-WAIVER
No waiver of any breach of any term or provision of this Separation Agreement shall be construedtobe,norshallbe,awaiverofanyotherbreachofthisSeparationAgreement.Nowaiver shall be binding unless in writing and signed by the Party waiving the breach.
13GOVERNINGLAW
Construction and interpretation of this Separation Agreement shall at all times and in all respectsbegovernedbythelawsoftheStateofCalifornia,withoutregardtotherulesorprinciples of conflicts or choice of law thatmightlook toanyjurisdiction outside of theState of California.
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14MISCELLANEOUSTERMS
Kilroyandyoueach represent,warrant andagreeasfollows:
14.1EachofthePartieshasreceived,orhasbeengiventheopportunitytoreceive,prior independent legal advice from legal counsel and tax advisors of their choice with respect to the advisability of entering into this Separation Agreement, and the taxability of any payments and benefits set forthherein, and therefore noambiguity shall beresolved against anyPartybyvirtue of having participated in the drafting of this Separation Agreement.
14.2Each of the Parties represents that each has read this Separation Agreement carefully, knows and understands its contents, and has investigated the facts pertaining to this Separation Agreement to the extent that each deems necessary or desirable.
14.3TheSectionheadingsandtitlescontainedinthisSeparationAgreementareinserted forconvenienceonly,andtheyneitherformapartofthisSeparationAgreementnoraretheytobe usedintheconstructionor interpretationofthisSeparationAgreement. Wherethecontextrequires, the singular shall include the plural, the plural shall include the singular, and any gender shall includeallother gendersandtheneutral. Wherespecificlanguageisusedtoclarifybyexamplea generalstatementcontainedherein,suchspecificlanguageshallnotbedeemedtomodify,limitor restrict in any manner the construction of the general statement to which it relates.
14.4This Separation Agreement is personal to you and shall not be assignable by you exceptbyoperationoflaw.ThisSeparationAgreementshallinuretothebenefitofandbebinding uponKilroyanditsrespectivesuccessorsandassignsandanysuchsuccessor or assigneeshallbe deemed substituted for Kilroy under the terms of this Separation Agreement for all purposes. As used herein, “successor” and “assignee” shall include any person, firm, corporation or other businessentitywhichatanytime,whetherbypurchase,mergerorotherwise,directlyorindirectly acquires ownership of Kilroy or to which Kilroy assigns this Separation Agreement by operation of law or otherwise.
14.5Kilroy and you shall each bear their own attorneys’ fees, costs, and expenses incurred with respect to the drafting, negotiation or execution of this Separation Agreement.
14.6ThePartiesconsentandagreethatthisSeparationAgreementmaybesignedusing electronic signature technology (e.g., via DocuSign or similar electronic signature technology), and that such signed electronicrecord shall be valid and as effective to bind the Party so signing asapapercopybearingsuchParty’shand-writtensignature.ThePartiesfurtherconsentandagree that(1)totheextentaPartysignsthisSeparationAgreementusingelectronicsignaturetechnology, by clicking “sign,” such Party is signing their Separation Agreement electronically, and (2) the electronic signatures appearing on this Separation Agreement shall be treated, for purposes of validity,enforceability,andadmissibility,thesameashand-writtensignatures.Yourepresentthat your signatureonthisSeparationAgreementisknowing andvoluntaryandnotinducedbyfraud, misrepresentation or coercion. The Parties agree that you may deliver and/or transmit the signed anddatedSeparationAgreementbye-emailofa.pdfdocumenttoLaurenStadler,ExecutiveVice President, General Counsel and Secretary, at lstadler@kilroyrealty.com, or by using such electronic signature technology.
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15EFFECTIVEDATEOF SEPARATIONAGREEMENT
TheEffectiveDateofthisSeparationAgreementshallbetheeighth(8th)dayfollowingthe date on which you shall have signed this Separation Agreement (the “Effective Date”); provided that you shall not have revoked this Separation Agreement (or any portion of this Separation Agreement) pursuant to Section 6above.
[SignaturesFollowNextPage]
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INWITNESSWHEREOF,thisSeparationAgreementhasbeendulyexecutedbyKilroy and you.
| Dated: | 8/11/2026 | /s/ Jeffrey Kuehling | ||||||||||||||||||
| JEFFREY KUEHLING | ||||||||||||||||||||
| KILROY REALTY CORPORATION, | ||||||||||||||||||||
| a Maryland Corporation | ||||||||||||||||||||
| Dated: | 8/10/2026 | By: | /s/ Lauren Stadler | |||||||||||||||||
| Name: | Lauren Stadler | |||||||||||||||||||
| Title: | EVP, General Counsel and Secretary | |||||||||||||||||||
| Dated: | 8/10/2026 | By: | /s/ Sherrie Sage Schwartz | |||||||||||||||||
| Name: | Sherrie Sage Schwartz | |||||||||||||||||||
| Title: | CHRO | |||||||||||||||||||
| KILROY REALTY, L.P., | ||||||||||||||||||||
| a Delaware Limited Partnership | ||||||||||||||||||||
| By: | KILROY REALTY CORPORATION, | |||||||||||||||||||
| a Maryland Corporation | ||||||||||||||||||||
| Its: | General Partner | |||||||||||||||||||
| Dated: | 8/10/2026 | By: | /s/ Lauren Stadler | |||||||||||||||||
| Name: | Lauren Stadler | |||||||||||||||||||
| Title: | EVP, General Counsel and Secretary | |||||||||||||||||||
| Dated: | 8/10/2026 | By: | /s/ Sherrie Sage Schwartz | |||||||||||||||||
| Name: | Sherrie Sage Schwartz | |||||||||||||||||||
| Title: | CHRO |
[SignaturePagetotheConfidentialSeparationAgreementand Release of Claims for Jeffrey Kuehling]
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