8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 13, 2023

KILROY REALTY CORPORATION

KILROY REALTY, L.P.

(Exact name of registrant as specified in its charter)

Kilroy Realty Corporation	Maryland	001-12675	95-4598246
	(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

Kilroy Realty, L.P.	Delaware	000-54005	95-4612685
	(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

12200 W. Olympic Boulevard, Suite 200, Los Angeles, California, 90064

(Address of principal executive offices) (Zip Code)

(310) 481-8400

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Registrant	Title of each class	Name of each exchange on which registered	Ticker Symbol
Kilroy Realty Corporation	Common Stock, $.01 par value	New York Stock Exchange	KRC

Securities registered pursuant to Section 12(g) of the Act:

Registrant	Title of each class
Kilroy Realty, L.P.	Common Units Representing Limited Partnership Interest

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Kilroy Realty Corporation:

Emerging growth company ☐

Kilroy Realty, L.P.:

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Kilroy Realty Corporation ☐ Kilroy Realty, L.P. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer and Director Appointment

On December 6, 2023, the Board of Directors (“Board”) of Kilroy Realty Corporation (the “Company”) appointed Angela Aman to serve as Chief Executive Officer of the Company effective as of January 22, 2024 (the “Succession Date”).

On December 6, 2023, the Board also appointed Ms. Aman as a member of the Board to serve until the Company’s 2024 annual meeting of stockholders and until her successor is elected or qualified, or until her earlier death, resignation or removal, with such appointment to be effective on and subject to the occurrence of the Succession Date.

Ms. Aman, age 44, has served as President of Brixmor Property Group Inc. since September 2023 and as its Chief Financial Officer and Treasurer since May 2016, and served as an Executive Vice President from May 2016 until she became President. From August 2015 to May 2016, she served as Executive Vice President and Chief Financial Officer of Starwood Retail Partners. She joined Retail Properties of America, Inc. in July 2011 and from January 2012 to May 2015 she served as Executive Vice President, Chief Financial Officer and Treasurer, helping to oversee the company’s initial public offering. From June 2005 to July 2011, she was a member of the RREEF real estate securities team, serving as an investment analyst and later as a portfolio manager. From June 2001 to June 2005, she was a member of the real estate investment banking group at Deutsche Bank Securities, Inc. Ms. Aman currently serves on the Board of Trustees of Equity Residential, where she is the Chair of the Audit Committee. She received a B.S. in Economics from The Wharton School, University of Pennsylvania.

There are no arrangements or understandings between Ms. Aman and any other persons pursuant to which she was selected as an officer of the Company. There are also no family relationships between Ms. Aman and any director or executive officer of the Company, and Ms. Aman does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On December 13, 2023, the Company, Kilroy Realty, L.P. (the “Operating Partnership”) and Ms. Aman entered into an Employment Agreement (the “Employment Agreement”) that provides for Ms. Aman’s employment with the Operating Partnership and to serve in the position of Chief Executive Officer of the Company beginning on the Succession Date. The Employment Agreement includes the following compensation and benefits for Ms. Aman while she serves in these positions:

• Ms. Aman will be entitled to an annual base salary of $800,000, which may be increased (but not decreased) by the Board (or a committee thereof) from time to time.

• Ms. Aman will be entitled to an annual incentive bonus opportunity based on the achievement of performance criteria to be established by the Board (or a committee thereof). Ms. Aman’s annual target and maximum bonus opportunities will be 175% and 262.5%, respectively, of her base salary for the corresponding fiscal year (with her bonus for 2024 to be not less than 50% of her target bonus for that year).

• On or promptly following the Succession Date, the Company will grant Ms. Aman a stock unit award under the Company’s Amended and Restated 2006 Incentive Award Plan, as amended. The award will cover a number of shares of Company common stock equal to $4,000,000 divided by the closing price for a share of the Company’s common stock (in regular trading) on the New York Stock Exchange on the Succession Date (or, if the Succession Date is not a trading day, the last trading day prior to such date). The award will vest in one installment on the first anniversary of the Succession Date, subject to Ms. Aman’s continued employment through the vesting date, provided that the award shall vest in full if her employment with the Operating Partnership is terminated prior to that date and she would be entitled to the severance benefits described below in connection with that termination of employment.

• Additional equity awards for Ms. Aman, commencing with awards for fiscal year 2024, will be in the discretion of the Board (or a committee thereof), provided that Ms. Aman’s annual equity award for each of fiscal year 2024 and 2025 will have a grant date fair value (as determined in accordance with the Company’s equity award valuation methodology used for its financial reporting purposes) of not less than $3,500,000.

• Ms. Aman will be entitled to certain employee benefits, such as participation in the Company’s retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made available to the Company’s executive officers generally.

• In connection with her relocation to the Los Angeles area, Ms. Aman will also be entitled to reimbursement for (i) up to $15,000 per month for temporary corporate housing, (ii) up to $200,000 in the aggregate for travel and other relocation costs (plus reimbursement of her brokerage fee for the sale of her current principal residence), (iii) any deposits or tuition for private schools for her children for the current school year that cannot be recovered, and (iv) any taxes she may incur in connection with such reimbursements, provided that Ms. Aman must complete her relocation by July 31, 2024. Should Ms. Aman’s employment with the Operating Partnership terminate within one year after her relocation is completed (other than a termination by the Company without Cause, by her for Good Reason, or due to her death or Disability, as such terms are defined in the Employment Agreement), she will be required to repay the amount of these reimbursements to the Company.

The term of Ms. Aman’s employment under the Employment Agreement will be for an initial term commencing on the Succession Date and ending on March 31, 2028, with automatic one-year renewals unless one party has provided the other party with at least 60 days’ advance notice of non-renewal of the term and subject to earlier termination by either the Company (which term includes the Operating Partnership, as the context may require, for purposes of employment and severance benefit provisions) or Ms. Aman.

The Employment Agreement generally provides that if Ms. Aman’s employment with the Company is terminated by the Company without Cause or by Ms. Aman for Good Reason, Ms. Aman will be entitled to receive the following separation benefits: (1) a severance payment equal to two times the sum of her annual base salary and target annual incentive bonus, paid out in installments over the two-year period following her separation date; (2) payment of any bonus due for a fiscal year that ended prior to her separation date plus a pro-rata portion of her target bonus for the year in which her employment ends (pro-rata based on the number of days of employment during the year); and (3) payment or reimbursement of Ms. Aman’s premiums to continue healthcare coverage under COBRA for up to 18 months. However, if such a termination of Ms. Aman’s employment by the Company without Cause or by her for Good Reason occurs during the period within 60 days before a Change in Control (as defined in the Employment Agreement) of the Company or at any time after such a Change in Control, Ms. Aman will be entitled to (a) a severance payment equal to three times the sum of her annual base salary and her target annual incentive bonus (with such amount to be paid generally in a lump sum if the termination occurs on or with two years after the Change in Control); (b) payment of any bonus due for a fiscal year that ended prior to her separation date plus a pro-rata portion of her target bonus for the year in which her employment ends (pro-rata based on the number of days of employment during the year); (c) payment or reimbursement of Ms. Aman’s premiums to continue healthcare coverage under COBRA for up to 18 months; (d) as to each then-outstanding equity-based award granted by the Company to Ms. Aman that vests based solely on continued service with the Company, accelerated vesting of the entire outstanding and unvested portion of the award; and (e) as to each outstanding equity-based award granted by the Company to Ms. Aman that is subject to performance-based vesting requirements, any service-based vesting requirement under the award will be deemed satisfied in full but the performance-based vesting measurement will still apply and will be treated as provided in the applicable award agreement. Ms. Aman’s receipt of the separation benefits described above is conditioned on her delivering a release of claims in favor of the Company. Ms. Aman is not entitled to a tax gross-up payment if any of her benefits are subject to taxation under Sections 280G and 4999 of the Internal Revenue Code, but her benefits will be reduced to the extent necessary to avoid such taxes if such a reduction in benefits would put Ms. Aman in a better after-tax position than receiving the benefits in full.

If Ms. Aman’s employment terminates due to her death or disability, she would be entitled to payment of any bonus due for a fiscal year that ended prior to her separation date plus a pro-rata portion of her target bonus for the year in which her employment ends.

The foregoing description of the Employment Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Transition Agreement with John B. Kilroy, Jr.

As previously disclosed in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on March 30, 2023, John B. Kilroy, Jr., the Company’s current Chief Executive Officer and Chair of the Board, announced his retirement as Chief Executive Officer of the Company as of December 31, 2023. In connection with Ms. Aman’s appointment as the Company’s Chief Executive Officer to start on January 22, 2024, Mr. Kilroy has agreed to continue his service as Chief Executive Officer of the Company until January 21, 2024 (the “Retirement Date”) and to provide consulting services to the Company following his Retirement Date.

On December 13, 2023, the Company, the Operating Partnership, and Mr. Kilroy entered into a Transition Agreement (the “Transition Agreement”). The Transition Agreement provides that Mr. Kilroy will receive a single payment of $172,000 as salary for serving as Chief Executive Officer in January 2024 through the Retirement Date and will not be entitled to any bonus, new equity award grant, or other new incentive compensation in his capacity as an employee during 2024. Mr. Kilroy will be entitled to the retirement benefits provided in his Employment Agreement with the Company and in the outstanding equity awards previously granted by the Company to Mr. Kilroy, provided that he remains employed with the Company through December 31, 2023 and satisfies the conditions set forth in the agreement.

In addition, pursuant to the Transition Agreement, Mr. Kilroy will continue to serve as a member of the Board and as Chair of the Board until the Company’s 2024 annual meeting of stockholders, subject to earlier termination in certain circumstances provided for in the Transition Agreement. Following the Retirement Date, Mr. Kilroy will be eligible for compensation for his service on the Board as a non-employee director in accordance with the Company’s Director Compensation Policy (generally, a $70,000 annual retainer paid in quarterly installments and pro-rated for the portion of the quarter served as a non-employee director, plus applicable committee fees for any Board committees on which Mr. Kilroy may serve; Mr. Kilroy would not be entitled to an equity award under the Company’s Director Compensation Policy for his service prior to the Company’s 2024 annual meeting of stockholders).

Pursuant to the Transition Agreement, Mr. Kilroy will also provide consulting services to the Company as described therein for the period commencing on the day after the Retirement Date and ending December 31, 2024, subject to earlier termination by the Company or Mr. Kilroy in certain circumstances provided for in the Transition Agreement (the “Consulting Period”). For the period from February 2024 through the month in which the Company’s 2024 annual meeting of stockholders occurs, Mr. Kilroy will be entitled to a consulting fee of $92,000 per month. His consulting fee will be $80,000 for each month in the Consulting Period thereafter. The monthly consulting fee will increase by $15,000 in certain circumstances where Mr. Kilroy no longer receives administrative support from the Company. In accordance with the Transition Agreement, so long as the Company provides certain releases of claims in favor of Mr. Kilroy, Mr. Kilroy’s benefits under the Transition Agreement are conditioned on his delivering certain releases of claims in favor of the Company.

The foregoing description of the Transition Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the Transition Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On December 14, 2023, the Company issued a press release announcing the appointment of Ms. Aman as Chief Executive Officer and a member of the Board effective on the Succession Date. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference.

The information being furnished pursuant to this Item 7.01 (including Exhibit 99.1 hereto) shall not be deemed “filed” for any purpose, including the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 (including Exhibit 99.1 hereto) shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits:
10.1†*	Employment Agreement, dated December 13, 2023, among Angela Aman, Kilroy Realty Corporation and Kilroy Realty, L.P.
10.2†*	Transition Agreement, dated December 13, 2023, between John B. Kilroy, Jr., Kilroy Realty Corporation and Kilroy Realty, L.P.
99.1**	Press Release, dated December 14, 2023, issued by Kilroy Realty Corporation.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

** Furnished herewith

† Management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Kilroy Realty Corporation
Date: December 14, 2023
	By:	/s/ Merryl E. Werber
		Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Kilroy Realty, L.P.
Date: December 14, 2023
	By:	Kilroy Realty Corporation
		Its general partner
	By:	/s/ Merryl E. Werber
		Merryl E. Werber Senior Vice President, Chief Accounting Officer and Controller

EX-10.1

Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 13^th day of December, 2023, by and among Kilroy Realty Corporation, a Maryland corporation (“Kilroy”), Kilroy Realty, L.P., a Delaware limited partnership (“KRLP”), and Angela Aman (the “Executive”). (For purposes of this Agreement, the term “Company” means Kilroy, KRLP, either of them, or both of them together, as the context may require.)

RECITALS

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A. KRLP desires to employ the Executive, and the Executive desires to accept such employment, on the terms and conditions set forth in this Agreement.

B. This Agreement shall be effective as set forth herein and shall govern the relationship between the Executive, on the one hand, and Kilroy and KRLP, on the other hand, from and after the Effective Date, and, as of the Effective Date, supersedes and negates all previous agreements and understandings between them with respect to such relationship.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1. Retention and Duties.

1.1 Retention. KRLP does hereby hire, engage and employ the Executive for the Period of Employment (as such term is defined in Section 2) on the terms and conditions expressly set forth in this Agreement. The Executive does hereby accept and agree to such hiring, engagement and employment, on the terms and conditions expressly set forth in this Agreement. Certain capitalized terms used herein are defined in Section 5.5 of this Agreement.

1.2 Duties. While the Executive shall be employed by KRLP during the Period of Employment, during such Period of Employment the Executive shall also serve as Kilroy’s Chief Executive Officer and shall have the powers, authorities, duties and obligations of management usually vested in such positions with a company of a similar size and similar nature of Kilroy, and such other powers, authorities, duties and obligations commensurate with such positions as Kilroy’s Board of Directors (the “Board”) may assign from time to time, all subject to the directives of the Board and the corporate policies of Kilroy, and corporate and employment policies of KRLP, as they are in effect from time to time throughout the Period of Employment (including, without limitation, the Company’s Code of Business

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Conduct and Ethics, Insider Trading Compliance Policy, and Related Party Transactions Policy, as they may change from time to time). The Executive agrees to comply with such corporate and employment policies as they are in effect from time to time throughout the Period of Employment. The Executive will be appointed to the Board as of the Effective Date. During the Period of Employment, the Executive shall report to the Board.

1.3 No Other Employment; Minimum Time Commitment. During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for Kilroy and KRLP, (ii) perform such duties in a faithful, effective and efficient manner to the best of the Executive’s abilities, and (iii) hold no other employment. The Executive’s service on the boards of directors (or similar body) of other business entities (other than the board of directors of Equity Residential, on which the Board understands that the Executive currently serves) is subject to the prior written approval of the Board, which approval shall not be unreasonably withheld, delayed or conditioned. The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which the Executive may then serve if the Board reasonably determines that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is then in direct or indirect competition with any business of the Company or any of its Affiliates, successors or assigns.

1.4 No Breach of Contract. The Executive hereby represents to each of Kilroy and KRLP and agrees that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) the Executive will not enter into any new agreement that would or reasonably could contravene or cause a default by the Executive under this Agreement; (iii) the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other Person which would prevent, or be violated by, the Executive entering into this Agreement or carrying out the Executive’s duties hereunder; (iv) the Executive is not bound by any consulting, non-compete, non-solicitation, confidentiality, trade secret or similar agreement (other than this Agreement and the Restrictive Covenants Agreement (as defined below)) with any other Person (other than ongoing, customary confidentiality obligations as to confidential information obtained from prior employers in the course of the Executive’s prior employment with them) which would prevent, or be violated by, the Executive entering into this Agreement or carrying out the Executive’s duties hereunder; (v) to the extent the Executive has any confidential or similar information that the Executive is not free to disclose to the Company, the Executive will not disclose or bring on to the Company’s premises, computer

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networks, communications or systems, computers or any other devices or accounts, any such information to the extent such disclosure or transmission would violate applicable law or any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound; and (vi) the Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance.

1.5 Location. The Executive’s principal place of employment shall be the Company’s principal executive office (currently located in Los Angeles, California) as it may be located from time to time. The Executive agrees that the Executive will be regularly present at that office during regular business hours (except for required business travel, holidays, vacation and other leaves consistent with this Agreement). The Executive acknowledges that the Executive will be required to travel from time to time in the course of performing the Executive’s duties for the Company.

2. Period of Employment. The “Period of Employment” shall be a period of time commencing on a date, no earlier than January 1, 2024 and no later than January 29, 2024, to be mutually agreed between the Executive and Kilroy’s Lead Independent Director (the date the Executive actually commences employment with KRLP, the “Effective Date”) and ending at the close of business on March 31, 2028 (the “Termination Date”); provided, however, that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter, unless the Executive or the Company gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18). The term “Period of Employment” shall include any extension thereof pursuant to the preceding sentence. Provision of notice that the Period of Employment shall not be extended or further extended, as the case may be, shall not constitute a breach of this Agreement and, in the case of a provision of such notice by the Company, shall not constitute either a termination of the Executive’s employment by the Company without “Cause” or grounds for a termination by the Executive for “Good Reason” for purposes of this Agreement. Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement.

3. Compensation.

3.1 Base Salary. During the Period of Employment, the Company shall pay the Executive a base salary (the “Base Salary”), which shall be paid in accordance with the Company’s regular payroll practices in effect from time to time but not less frequently than in monthly installments. The Executive’s Base Salary shall be at an annualized rate of Eight Hundred Thousand Dollars ($800,000). The Board (or a committee thereof) may, in its sole discretion, increase (but not decrease) the Executive’s rate of Base Salary.

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The allocation of the rights and obligations between Kilroy and KRLP shall be determined by separate agreement of those parties. (For clarity, as to any specific salary, award, benefit, severance or other compensation provided for in this Agreement, Executive shall be entitled to the amount specified in this Agreement from either Kilroy or KRLP, as Kilroy and KRLP may determine in their discretion unless otherwise expressly provided in this Agreement, and not from each of them.)

3.2 Incentive Bonus. The Executive shall be eligible to receive an incentive bonus for each fiscal year of the Company that occurs during the Period of Employment (“Incentive Bonus”). Notwithstanding the foregoing and except as otherwise expressly provided in this Agreement, the Executive must be employed by the Company at the time the Company pays incentive bonuses to employees generally with respect to a particular fiscal year in order to earn and be eligible for an Incentive Bonus for that year (and, if the Executive is not so employed at such time, in no event shall the Executive have been considered to have “earned” any Incentive Bonus with respect to the fiscal year). The Executive’s target Incentive Bonus amount for a particular fiscal year of the Company shall equal One Hundred and Seventy Five Percent (175%) of the Executive’s Base Salary paid by the Company to the Executive for that fiscal year; provided that the Executive’s actual Incentive Bonus amount for a particular fiscal year (which may range from 0% of the target Incentive Bonus amount for that year up to a maximum percentage of the target Incentive Bonus amount for such year, with the maximum amount being One Hundred and Fifty Percent (150%) of the target annual Incentive Bonus amount) shall be determined by the Board (or a committee thereof) in its sole discretion, based on specific performance objectives (which may include corporate, business unit or division, financial, strategic, individual or other objectives) established with respect to that particular fiscal year by the Board (or a committee thereof) or such other factors it may consider relevant in the circumstances. Notwithstanding the foregoing, the Executive’s Incentive Bonus for the Company’s 2024 fiscal year shall not be less than 50% of the Executive’s target Incentive Bonus for such fiscal year (subject to the Executive’s continued employment with the Company through the time the Company pays incentive bonuses to employees generally for that fiscal year).

3.3 Initial Equity Award. On or promptly following the Effective Date, Kilroy will grant the Executive a restricted stock unit award covering a number of shares of Kilroy common stock equal to Four Million Dollars ($4,000,000) divided by the closing price (in regular trading) of a share of Kilroy common stock on the New York Stock Exchange on the Effective Date (or, if the Effective Date is not a trading day on the New York Stock Exchange, on the last trading day prior to the Effective Date) and rounded to the nearest whole unit (such award, the “Initial Award”). The restricted stock units subject to the Initial Award will be scheduled to vest in a single installment on the first anniversary of the Effective Date, subject to the Executive’s continued employment with the Company through such date (except as otherwise provided in Section 5.3(b)). The Initial Award will be granted under Kilroy’s Amended and Restated 2006 Incentive Award Plan, as amended (the “2006 Plan”). The Initial Award will be subject to the terms and conditions of the 2006 Plan as well as the terms and conditions of a written restricted stock unit award agreement (in substantially the form provided by the Company to the Executive) to be entered into by Kilroy and the Executive to evidence the Initial Award.

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3.4 Annual Equity Awards. Additional equity awards for the Executive during the Period of Employment, commencing with awards for fiscal year 2024, will be in the sole discretion of the Board (or a committee thereof) except as provided below with respect to the annual equity awards for fiscal year 2024 and 2025.

Provided that the Executive is employed with the Company on the date Kilroy grants annual equity awards to its executive officers generally for that fiscal year, Kilroy will grant the Executive an annual equity award for each of fiscal year 2024 and fiscal year 2025 with a grant date fair value (as determined by Kilroy applying the equity award valuation methodology used by Kilroy for its financial reporting purposes) of an amount no less than Three Million Five Hundred Thousand Dollars ($3,500,000) (subject to rounding for whole share increments). The types of equity awards granted, the allocation of that value between those types of awards granted, specific vesting terms, and other terms and conditions of the awards will be determined by the Board (or a committee thereof).

4. Benefits.

4.1 Retirement, Welfare and Fringe Benefits. During the Period of Employment, the Executive shall be entitled to participate in all employee retirement and welfare benefit plans and programs, and fringe benefit plans and programs, made available by the Company to Kilroy’s then-current executive officers generally, in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time.

4.2 Reimbursement of Business Expenses. The Executive is authorized to incur reasonable expenses in carrying out the Executive’s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’s duties for the Company, subject to the Company’s expense reimbursement policies and any pre-approval policies in effect from time to time. The Executive agrees to promptly submit and document any reimbursable expenses in accordance with the Company’s expense reimbursement policies to facilitate the timely reimbursement of such expenses.

4.3 Paid Time Office and Other Leave. During the Period of Employment, the Executive’s annual rate of vacation accrual shall be twenty (20) business days per year, with such vacation to accrue and be subject to the Company’s vacation policies in effect from time to time, including any policy which may limit vacation accruals and/or limit the amount of accrued but unused vacation to carry over from year to year. The Executive shall also be entitled to all other holiday and leave pay generally available to other executives of the Company.

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4.4 Legal Fees. The Company agrees to reimburse the Executive for up to $25,000 (in the aggregate) of professional fees incurred by the Executive in connection with negotiating and preparing the Integrated Agreement (as defined below). The Executive agrees to provide customary supporting documentation for such expenses promptly after the Effective Date, and the Company agrees to reimburse such expenses promptly after receiving such supporting documentation.

4.5 Relocation. The Executive agrees to relocate, promptly following the Effective Date, to a residence that is proximate to the Company’s principal executive office in Los Angeles, California. The Company agrees as follows: (a) during the Period of Employment from the Effective Date through the date of such relocation, it will pay or reimburse the Executive up to $15,000/month for reasonable and customary temporary corporate housing proximate to the Company’s principal executive office in Los Angeles, California; (b) it will pay or reimburse the Executive up to $200,000 in the aggregate for the Executive’s reasonable and customary costs (including Executive’s brokerage fee to sell Executive’s current principal residence, and provided that such brokerage fee to sell Executive’s current principal residence shall not count against the $200,000 cap) incurred in Executive’s relocation from the Executive’s current principal residence to a location that is proximate to the Company’s principal executive office, including, but not limited to, costs of round trip travel between California and New York during the balance of the current school year; and (c) it will reimburse the Executive for any deposits/tuition for private schools for the Executive’s children that have been paid with respect to the balance of the current school year and cannot be recovered; provided, in each case, that (i) the Company shall not be obligated to pay or reimburse any expense incurred after the Period of Employment ends, (ii) the Executive provides the Company with customary supporting documentation for such expenses, (iii) the Executive reasonably cooperates with the Company and its third party providers regarding such temporary housing, relocation and reimbursement (including, without limitation, in reviewing and selecting vendors), and (iv) such relocation is completed promptly after the Effective Date and in all events no later than July 31, 2024. The Executive understands and acknowledges that the expenses contemplated by this Section 4.5 should generally be coordinated through and paid directly by the Company so that, to the extent feasible and practicable, they should be non-taxable. In the event that any payment or reimbursement provided by the Company pursuant to this Section 4.5 should be taxable to the Executive, the Company shall provide a tax gross-up payment to the Executive to cover any income, FICA, Medicare or other payroll taxes on any relocation benefits (including any income, FICA, Medicare or other payroll taxes on the gross-up payment) and all such payments, reimbursements and gross-up payments shall be made no later than December 31, 2024. The Executive agrees to promptly submit such expenses, together with customary supporting documentation, to facilitate such payment timing. Should the Executive’s employment with the Company end

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before the first anniversary of the date such relocation is completed or should the Executive fail to complete such relocation (in each case, other than due to a termination of employment described in Section 5.3(b) or 5.3(c) or on account of the Executive’s death or Disability), the Executive agrees to promptly repay to the Company the Company’s costs incurred in providing such relocation benefits, temporary housing and deposit/tuition reimbursement to the Executive (including any related tax gross-up payment as provided above).

5. Termination.

5.1 Termination by the Company. During the Period of Employment, the Executive’s employment by the Company, and the Period of Employment, may be terminated at any time by the Company: (i) with Cause, or (ii) with no less than sixty (60) days advance written notice to the Executive (such notice to be delivered in accordance with Section 18), without Cause, or (iii) in the event of the Executive’s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability.

5.2 Termination by the Executive. During the Period of Employment, the Executive’s employment by the Company, and the Period of Employment, may be terminated by the Executive with no less than sixty (60) days advance written notice to the Company (such notice to be delivered in accordance with Section 18); provided, however, that in the case of a termination for Good Reason, the Executive may provide immediate written notice of termination once the applicable cure period (as contemplated by the definition of Good Reason) has lapsed.

5.3 Benefits upon Termination. If the Executive’s employment by the Company is terminated for any reason by the Company or by the Executive (whether or not during or following the expiration of the Period of Employment) (the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:

(a) The Company shall pay the Executive (or, in the event of the Executive’s death, the Executive’s estate) any Accrued Obligations;

(b) If the Executive’s employment with the Company terminates during the Period of Employment as a result of a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, and in either case Section 5.3(c) does not apply, the Executive shall be entitled to the following benefits:

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(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two (2) times the Executive’s Base Salary at the annualized rate in effect on the Severance Date plus two (2) times the Executive’s target level of annual Incentive Bonus as in effect on the Severance Date. Subject to Section 22(b), the Company shall pay such severance benefit to the Executive in equal monthly installments (each representing the applicable fraction of such total benefit amount, rounded down to the nearest whole cent) over a period of twenty-four (24) consecutive months commencing with the month following the month in which the Executive’s Separation from Service occurs, with the first installment payable on (or within ten (10) days following) the sixtieth (60^th) day following the Executive’s Separation from Service and to include each such installment that was otherwise (but for such 60-day delay) scheduled to be paid following the Executive’s Separation from Service and prior to the date of such payment.

(ii) The Company will pay or reimburse the Executive for the Executive’s premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 22(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the eighteenth (18^th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, the Executive shall complete any continuation coverage enrollment procedures the Company may then have in place. The Company’s obligations pursuant to this Section 5.3(b)(ii) are subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in material adverse tax consequences (such as, without limitation, rendering participation in a Company health and welfare plan taxable to participants or resulting in unintended material (relative to the amount of the benefit) tax penalties for the Company).

(iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had the Executive’s employment with the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid.

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(iv) The Company shall pay, on (or within ten (10) days following) the sixtieth (60^th) day following the Executive’s Separation from Service, an amount in cash equal to (x) the Executive’s target Incentive Bonus for the fiscal year in which the Severance Date occurs, multiplied by (y) a fraction, the numerator of which is the total number of days in such fiscal year in which the Executive was employed by the Company and the denominator of which is the total number of days in such fiscal year.

(v) The Initial Award provided in Section 3.3, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date.

(c) If the Executive’s employment with the Company terminates during the Period of Employment as a result of a termination by the Company without Cause (other than due to the Executive’s death or Disability) or a resignation by the Executive for Good Reason, and in either case such termination occurs within sixty (60) days prior to, upon, or at any time following a Change in Control of the Company, the Executive shall be entitled to the following benefits:

(i) The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to three (3) times the Executive’s Base Salary at the annualized rate in effect on the Severance Date plus three (3) times the Executive’s target level of annual Incentive Bonus as in effect on the Severance Date. Subject to Section 22(b), the Company shall pay such severance benefit to the Executive in equal monthly installments (each representing the applicable fraction of such total benefit amount, rounded down to the nearest whole cent) over a period of thirty-six (36) consecutive months commencing with the month following the month in which the Executive’s Separation from Service occurs, with the first installment payable on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service and to include each such installment that was otherwise (but for such 60-day delay) scheduled to be paid following the Executive’s Separation from Service and prior to the date of such payment; provided, however, that if such Separation from Service occurs on or within two (2) years following a Change in Control that constitutes a change in the ownership or effective control of Kilroy, or in the ownership of a substantial portion of the assets of Kilroy (in each case, such a change in ownership, in effective control or of a substantial portion of assets to be determined within the meaning of Code Section 409A (as defined below)), then (subject to Section 22(b)) the Company shall pay such severance benefit to the Executive in a lump sum on (or within ten (10) days following) the sixtieth (60th) day following the Executive’s Separation from Service.

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(ii) The Company will pay or reimburse the Executive for the Executive’s premiums charged to continue medical coverage pursuant to COBRA, at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 22(b), commence with continuation coverage for the month following the month in which the Executive’s Separation from Service occurs and shall cease with continuation coverage for the eighteenth (18^th) month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive). To the extent the Executive elects COBRA coverage, the Executive shall complete any continuation coverage enrollment procedures the Company may then have in place. The Company’s obligations pursuant to this Section 5.3(c)(ii) are subject to the Company’s ability to comply with applicable law and provide such benefit without resulting in material adverse tax consequences (such as, without limitation, rendering participation in a Company health and welfare plan taxable to participants or resulting in unintended material (relative to the amount of the benefit) tax penalties for the Company).

(iii) The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had the Executive’s employment with the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid.

(iv) The Company shall pay, on (or within ten (10) days following) the sixtieth (60^th) day following the Executive’s Separation from Service, an amount in cash equal to (x) the Executive’s target Incentive Bonus for the fiscal year in which the Severance Date occurs, multiplied by (y) a fraction, the numerator of which is the total number of days in such fiscal year in which the Executive was employed by the Company and the denominator of which is the total number of days in such fiscal year.

(v) Each equity award granted by the Company to the Executive that vests based solely on the Executive’s continued service with the Company, to the extent then outstanding and unvested, shall be fully vested as of the Severance Date. As to any equity award granted by the Company to the Executive that is then (on the Executive’s Severance Date) outstanding and subject to performance-based vesting requirements, the vesting of such award will continue to be governed by its terms, provided that any service-based vesting requirement under such outstanding equity-based award shall be deemed satisfied in full as of the Severance Date.

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(d) If the Executive’s employment with the Company terminates during the Period of Employment as a result of the Executive’s death or Disability, the Company shall pay the Executive the amounts contemplated by Section 5.3(b)(iii) and (iv).

(e) Notwithstanding the foregoing provisions of this Section 5.3, if the Executive materially breaches the Executive’s obligations under the Restrictive Covenants Agreement or this Agreement at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid amount contemplated by Section 5.3(b) or 5.3(c); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits pursuant to Section 5.3(b)(i) or 5.3(c)(i), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by Section 5.4.

(f) The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due to terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue health coverage; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any).

5.4 Release; Resignations; No Other Severance; Leave.

(a) This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity award agreement to the contrary. As a condition precedent to any Company obligation to the Executive pursuant to Section 5.3(b) or 5.3(c), or any other obligation to accelerate vesting of any equity award in connection with the termination of the Executive’s employment, the Executive shall timely provide each of Kilroy and KRLP with a valid, executed general release agreement in substantially the form attached hereto as Exhibit A (with such changes thereto as the Company may make, consistent with the intent of such release, to address changes in the law or to otherwise help ensure the validity and enforceability of the agreement) provided by the Company (the “Release”), and such Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law. The Company shall provide the form of Release to the Executive not later than seven (7) days following the Severance Date, and the Executive shall be required to execute and return the Release to both Kilroy and KRLP within twenty-one (21) days (or forty-five (45) days if such longer period of time is required to make the Release maximally enforceable under applicable law) after the Company provides the form of Release to the Executive.

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(b) The Company and the Executive acknowledge and agree that there is no duty of the Executive to mitigate damages under this Agreement. All amounts paid to the Executive pursuant to Section 5.3 shall be paid without regard to whether the Executive has taken or takes actions to mitigate damages. The Executive agrees to resign (and hereby does so resign), effective on the Severance Date, as an officer and director of each of Kilroy and KRLP, as well as any Affiliate of either of them, and as a fiduciary of any benefit plan of the Company or any Affiliate of the Company. The Executive further agrees to promptly execute and provide to the Company any further documentation, as reasonably requested by the Company, to confirm such resignations, and to remove the Executive as a signatory on any accounts maintained by Kilroy, KRLP, or any Affiliates of either of them (or any of their respective benefit plans).

(c) The Executive shall not be entitled to severance benefits pursuant to any other severance plan, policy or arrangement of Kilroy, KRLP, or any Affiliates of either of them.

(d) In the event that the Company provides the Executive notice of termination without Cause pursuant to Section 5.1 or the Executive provides the Company notice of termination pursuant to Section 5.2, the Company will have the option to place the Executive on paid administrative leave during the notice period.

5.5 Certain Defined Terms.

(a) As used herein, “Accrued Obligations” means:

(i) any Base Salary that had accrued but had not been paid (including accrued and unpaid vacation time) on or before the Severance Date; and

(ii) any reimbursement due to the Executive pursuant to Section 4.2 or Section 4.5 (for clarity, no reimbursement will be due to the Executive pursuant to Section 4.5 for a termination of employment other than a termination of employment (x) described in Section 5.3(b) or 5.3(c) or (y) on account of the Executive’s death or Disability) for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’s expense reimbursement policies in effect at the applicable time.

(b) As used herein, “Affiliate” of Kilroy, KRLP, or the Company means a Person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, Kilroy, KRLP, or either of them. As used in this definition, the term “control,” including the correlative terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a Person.

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(c) As used herein, “Cause” shall mean, as reasonably determined by the Board (excluding the Executive, if the Executive is then a member of the Board) based on the information then known to it, that one or more of the following has occurred:

(i) the Executive is convicted of, pled guilty or pled nolo contendere to a felony or any crime involving fraud or dishonesty (in each case, under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction);

(ii) the Executive has engaged in acts of fraud, dishonesty or other acts of willful misconduct in the course of the Executive’s duties hereunder;

(iii) the Executive willfully fails to perform or uphold the Executive’s duties under this Agreement and/or willfully fails to comply with reasonable directives of the Board; or

(iv) a material breach by the Executive of this Agreement, the Restrictive Covenants Agreement, or any other contract the Executive is a party to with Kilroy, KRLP, or any Affiliate of either of them, or any written policy of Kilroy, KRLP, or any Affiliate of either of them that is applicable to Company executives or employees generally;

provided, however, that any condition or conditions, as applicable, referenced in clause (iii) or clause (iv) above shall not (if a cure is reasonably possible in the circumstances) constitute Cause unless both (x) the Company provides written notice to the Executive of such condition(s) claimed to constitute Cause (such notice to be delivered in accordance with Section 18), and (y) the Executive fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof (or, if a cure is reasonably possible in the circumstances but more than thirty (30) days is required to cure such circumstances, the Executive fails to commence taking reasonable steps to cure such condition(s) if it is not reasonably possible to remedy such condition within such thirty (30) day period, or the Executive fails to cure such condition(s) as promptly as reasonably possible and in all cases not more than ninety (90) days of receiving such written notice thereof). Furthermore, “Cause” shall not exist (other than pursuant to clause (i) above) unless the Board shall have afforded the Executive a reasonable opportunity to appear before the Board to address the circumstance(s) claimed to constitute Cause. For purposes of the foregoing definition of Cause, no act or failure to act, on the Executive’s part shall be considered “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company.

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(d) As used herein, “Change in Control” shall mean:

(i) A transaction or series of transactions (other than an offering of Kilroy’s common stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other than Kilroy, any of its subsidiaries, an employee benefit plan maintained by the Kilroy, KRLP, or any of its or their subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, Kilroy) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of Kilroy and immediately after such acquisition possesses more than 50% of the total combined voting power of Kilroy’s securities outstanding immediately after such acquisition; or

(ii) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with Kilroy to effect a transaction described in Section 5.5(d)(i) hereof or Section 5.5(d)(iii) hereof) whose election by the Board or nomination for election by Kilroy’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(iii) The consummation by Kilroy (whether directly involving Kilroy or indirectly involving Kilroy through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of Kilroy’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

(x) Which results in Kilroy’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of Kilroy or the person that, as a result of the transaction, controls, directly or indirectly, Kilroy or owns, directly or indirectly, all or substantially all of Kilroy’s assets or otherwise succeeds to the business of Kilroy (Kilroy or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction; and

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(y) After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this Section 5.5(d)(iii)(y) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in Kilroy prior to the consummation of the transaction; or

(iv) Kilroy’s stockholders approve a liquidation or dissolution of Kilroy and all material contingencies to such liquidation or dissolution have been satisfied or waived.

(e) As used herein, “Disability” shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of the Executive’s employment with KRLP, even with reasonable accommodation, for more than 90 days in any 180-day period, unless a longer period is required by federal or state law, in which case that longer period would apply. The Executive agrees to reasonably cooperate with the Board in making any such determination as to the existence of Disability.

(f) As used herein, “Good Reason” shall mean the occurrence (without the Executive’s consent) of any one or more of the following conditions:

(i) a material diminution by the Company in the Executive’s rate of Base Salary or target level of annual Incentive Bonus opportunity pursuant to Section 3.2, or (as to 2024 and 2025) the failure by the Company to grant any annual equity award required to be awarded by the Company pursuant to Section 3.4;

(ii) a material diminution by the Company in the Executive’s authority, duties, or responsibilities;

(iii) a material change by the Company in the geographic location of the Executive’s principal office with the Company (for this purpose, in no event shall a relocation of such office to a new location that is not more than fifty (50) miles from the current location of the Company’s executive offices constitute a “material change”); or

(iv) a material breach by the Company of this Agreement, the Restrictive Covenants Agreement, or any other contract the Executive is a party to with Kilroy, KRLP, or any Affiliate of either of them;

provided, however, that any such condition or conditions, as applicable, shall not constitute Good Reason unless both (x) the Executive provides written notice to the Company of the condition claimed to constitute Good Reason within sixty (60) days of the initial existence of such condition(s) (such notice to be delivered in accordance with Section 18), and (y) the Company fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and

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provided, further, that in all events the termination of the Executive’s employment with the Company shall not constitute a termination for Good Reason unless such termination occurs not more than one hundred and twenty (120) days following the initial existence of the condition claimed to constitute Good Reason.

(g) As used herein, the term “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(h) As used herein, a “Separation from Service” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

5.6. Notice of Termination; Employment Following Expiration of Period of Employment. Any termination of the Executive’s employment, and the Period of Employment, under this Agreement shall be communicated by written notice of termination from the Executive to the Company, or from the Company to the Executive, as the case may be. This notice of termination must be delivered in accordance with Section 18 and must indicate the specific provision(s) of this Agreement relied upon in effecting the termination. If the Company or the Executive delivers notice of non-renewal of the Period of Employment pursuant to Section 2 and the Executive continues to be employed by the Company following the expiration of the Period of Employment, the Executive’s employment by the Company following the expiration of the Period of Employment shall be on an at-will basis and may be terminated by the Company or by the Executive at any time, for any reason (or for no reason), with or without advance notice.

5.7 Limitation on Benefits.

(a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Benefits”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if the Executive received all of the Benefits (such reduced amount is referred to hereinafter as the “Limited Benefit Amount”). Unless the Executive elects a different order of reduction, any such election to be consistent with the requirements of Section 409A of the Code, to the extent that a reduction

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in payments or benefits is required pursuant to this Section 5.7(a), the Company shall reduce or eliminate amounts which are payable first from any cash severance and cash bonuses, then from any payment in respect of an equity award that is not covered by Treas. Reg. Section 1.280G-1 Q/A-24(b) or (c), then from any payment in respect of an equity award that is covered by Treas. Reg. Section 1.280G-1 Q/A-24(c), in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as defined below). Any election given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. Nothing in this Section 5.7(a) shall require the Company or any of its affiliates to be responsible for, or have any liability or obligation with respect to, the Executive’s excise tax liabilities under Section 4999 of the Code so long as this Section 5.7(a) is correctly applied by the Company.

(b) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Agreement and the amount of such Limited Benefit Amount shall be made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company (the “Firm”) at the Company’s expense. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations (including the value of any post-termination non-compete and other obligations of the Executive taken into account for purposes of the Determination) and documentation to the Company and the Executive within ten (10) business days of the date of termination of the Executive’s employment, if applicable, or such other time as reasonably requested by the Company or the Executive (provided the Executive reasonably believes that any of the Benefits may be subject to the Excise Tax), and if the Firm determines that no Excise Tax is payable by the Executive with respect to any Benefits, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Benefits. Unless the Executive provides written notice to the Company within ten (10) business days of the delivery of the Determination to the Executive that the Executive disputes such Determination, the Determination shall be binding, final and conclusive upon the Company and the Executive.

6. Confidentiality and Indemnification Agreements; Liability Insurance. Concurrently herewith, the Executive shall execute and deliver to each of Kilroy and KRLP a Non-Competition, Non-Solicitation and Non-Disclosure Agreement in the form previously provided by the Company to the Executive (the “Restrictive Covenants Agreement”). No later than on the Effective Date, the Company shall execute and deliver to the Executive an Indemnification Agreement in the form previously provided by the Company to the Executive (the “Indemnification Agreement”). The Company shall cover the Executive under directors and officers liability insurance both during and after the Period of Employment in the same amount and to the same extent as the Company covers its other active officers and directors (except that, in no event shall the Company be required to maintain such coverage for a period of more than six years after the later of the last day on which the Executive served as an employee of the Company or as a member of the Board). 

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7. Withholding Taxes. Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. Except for such withholding rights, the Executive is solely responsible for any and all tax liability that may arise with respect to the compensation provided under or pursuant to this Agreement.

8. Successors and Assigns.

(a) This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise.

9. Number and Gender; Examples. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates.

10. Section Headings. The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

11. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of California, without giving effect to any choice of law or conflicting provision or rule (whether of the state of California or any other jurisdiction) that would cause the laws of any jurisdiction other than the state of California to be applied.

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12. Severability. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction or determined by an arbitrator pursuant to Section 16 to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

13. Entire Agreement. This Agreement, the Restrictive Covenants Agreement and the Indemnification Agreement (together, the “Integrated Agreement”) embody the entire agreement of the parties hereto respecting the matters within its scope. The Integrated Agreement supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof. Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into the Integrated Agreement, and to the extent inconsistent herewith, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or effect. There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth in the Integrated Agreement.

14. Modifications. This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

15. Waiver. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

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16. Arbitration. Except as provided in Section 17 and Section 7 of the Restrictive Covenants Agreement, any non-time barred, legally actionable controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other non-time barred, legally actionable controversy or claim arising out of or relating to the Executive’s employment or association with the Company or termination of the same, including, without limiting the generality of the foregoing, any alleged violation of state or federal statute, common law or constitution, shall be submitted to individual, final and binding arbitration, to be held in Los Angeles County, California, before a single arbitrator selected from Judicial Arbitration and Mediation Services, Inc. (“JAMS”), in accordance with the then-current JAMS Arbitration Rules and Procedures for employment disputes, as modified by the terms and conditions in this Section (which may be found at www.jamsadr.com under the Rules/Clauses tab). The parties will select the arbitrator by mutual agreement or, if the parties cannot agree, then by obtaining a list of nine qualified arbitrators supplied by JAMS from their labor and employment law panel, with each party confidentially submitting a “rank and strike” list that ranks in order of priority six arbitrators and strikes three arbitrators, and the most favored arbitrator based on the cumulative rankings who was not struck by either party shall be appointed arbitrator. Final resolution of any dispute through arbitration may include any remedy or relief that is provided for through any applicable state or federal statutes, or common law. Statutes of limitations shall be the same as would be applicable were the action to be brought in court. The arbitrator selected pursuant to this Agreement may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. At the conclusion of the arbitration, the arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator’s award or decision is based. Any award or relief granted by the arbitrator under this Agreement shall be final and binding on the parties to this Agreement and may be enforced by any court of competent jurisdiction. The Company will pay those arbitration costs that are unique to arbitration, including the arbitrator’s fee (recognizing that each side bears its own deposition, witness, expert and attorneys’ fees and other expenses to the same extent as if the matter were being heard in court). If, however, any party prevails on a statutory claim, which affords the prevailing party attorneys’ fees and costs, then the arbitrator may (to the extent required by law in order for this arbitration provision to be enforceable) award reasonable fees and costs to the prevailing party. The arbitrator may not award attorneys’ fees to a party that would not otherwise be entitled to such an award under the applicable statute (for clarity, the arbitrator may not award attorneys’ fees for contractual claims). The arbitrator shall resolve any dispute as to the reasonableness of any fee or cost. Except as provided in Section 7 of the Restrictive Covenants Agreement, the parties acknowledge and agree that they are hereby waiving any rights to trial by jury or a court in any action or proceeding brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or the Executive’s employment.

17. Remedies. Each of the parties to this Agreement and any Person granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that monetary damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party

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(as well as each other Person granted rights hereunder) may in its sole discretion obtain permanent injunctive or equitable relief in any arbitration filed pursuant to Section 16 and enforce any such relief awarded by the arbitrator in any court of competent jurisdiction. In addition, each party may also apply to any court of law or equity of competent jurisdiction for provisional injunctive or equitable relief, including a temporary restraining or preliminary injunction (without any requirement to post any bond or deposit), to ensure that the relief sought in arbitration is not rendered ineffectual by interim harm. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or finding or any judgment or verdict thereon is entered against either party.

18. Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via telecopier, five days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service.

if to Kilroy and/or KRLP:

Kilroy Realty Corporation

12200 West Olympic Boulevard, Suite 200

Los Angeles, CA 90064

Attention: Senior Vice President, Corporate Counsel

with a copy to:

O’Melveny & Myers LLP

610 Newport Center Drive, Suite 1700

Los Angeles, CA 92660

Attn: Jeffrey W. Walbridge, Esq.

if to the Executive, to the address most recently on file in the payroll records of KRLP.

19. Counterparts; Electronic Signature. This Agreement may be signed and/or transmitted in one or more counterparts by facsimile, e-mail of a .PDF, .TIF, .GIF, .JPG or similar attachment or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart, and that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such

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party’s hand-written signature. The parties further consent and agree that (1) to the extent a party signs this Agreement using electronic signature technology, by clicking “sign” (or similar acknowledgement of acceptance), such party is signing this Agreement electronically, and (2) that electronic signatures appearing on this Agreement shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.

20. Legal Counsel; Mutual Drafting. Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language. The Executive agrees and acknowledges that the Executive has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.

21. Clawback Policy. Any amounts awarded or payable pursuant to this Agreement are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or other compensation (or cash, shares or other property received pursuant to awards, or value received from a disposition or such shares or other property). The Executive agrees to comply with, and promptly repay to the Company any amounts that are required to be repaid pursuant to, such policy.

22. Section 409A.

(a) It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A. The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive. Any installment payments provided for in this Agreement shall be treated as a series of separate payments for purposes of Code Section 409A.

(b) If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s Separation from Service, the Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b), 5.3(c), or 5.3(d) until the earlier of (i) the date which is six (6) months after the Executive’s Separation from Service for any reason other than death, or (ii) the date of the Executive’s death. The provisions of this Section 22(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A. Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this Section 22(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’s death).

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(c) To the extent that any benefits pursuant to Section 5.3(b)(ii), 5.3(c)(ii) or reimbursements pursuant to Section 4.2 or Section 4.5 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred (except as to any shorter payment timeframe provided for in Section 4.5 as to amounts subject thereto). The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year.

[The remainder of this page has intentionally been left blank.]

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IN WITNESS WHEREOF, the Executive, Kilroy and KRLP have executed this Agreement as of the date first set forth above.

“Executive”
/s/ Angela Aman
Angela Aman
“Kilroy”
Kilroy Realty Corporation,
a Maryland corporation
By:	/s/ Heidi R. Roth
	Heidi R. Roth
	Executive Vice President,
	Chief Administrative Officer
By:	/s/ Lauren N. Stadler
	Lauren N. Stadler
	Senior Vice President, Corporate Counsel
“KRLP”
Kilroy Realty, L.P.,
a Delaware limited partnership
By:	Kilroy Realty Corporation,
	a Maryland corporation,
	its General Partner
	By:	/s/ Heidi R. Roth
		Heidi R. Roth
		Executive Vice President,
		Chief Administrative Officer
	By:	/s/ Lauren N. Stadler
		Lauren N. Stadler
		Senior Vice President, Corporate Counsel

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EXHIBIT A

FORM OF RELEASE

1. Release. Angela Aman (“Executive”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to sue Kilroy Realty Corporation (“Kilroy”), Kilroy Realty, L.P. (“KRLP”), each of their respective divisions, subsidiaries, parents, or affiliated corporations, past and present, 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 (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with Executive’s employment or any other relationship with or interest in Kilroy, KRLP, or either of them, or the termination thereof, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, 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, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this General Release Agreement (this “Agreement”) set forth below, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the California Fair Employment and Housing Act, California Labor Code Section 132a, the California Family Rights Act, or any other federal, state or local law, regulation, ordinance, constitution or common law (collectively, the “Claims”); provided, however, that the foregoing release does not apply to any obligation of the Company (as defined in the Employment Agreement (as such term is defined below)) to Executive pursuant to any of the following:

(1) Section 5.3 of the Employment Agreement dated as of December 13, 2023 by and among Kilroy, KRLP and Executive (the “Employment Agreement”);

(2) any equity-based awards previously granted by Kilroy to Executive, to the extent that such awards continue after the termination of Executive’s employment with the Company in accordance with the applicable terms of such awards;

(3) any right to indemnification that Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that Executive may in the future incur with respect to Executive’s service as an employee, officer or director of the Company or any of its subsidiaries or affiliates;

(4) with respect to any rights that Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy;

A-1

(5) any rights to continued medical and dental coverage that Executive may have under COBRA;

(6) any rights to payment of benefits that Executive may have under a retirement plan sponsored or maintained by the Company that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended; or

(7) any deferred compensation that Executive may be entitled to under a nonqualified deferred compensation plan of the Company.

In 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 Executive from filing a charge with or participating in an investigation conducted by any state or federal government agencies. However, Executive does 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 Executive’s behalf arising out of any claim released pursuant to this Agreement. For clarity, and as required by law, such waiver does not prevent Executive from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. Executive acknowledges and agrees that Executive has received any and all leave and other benefits that Executive has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.

2. Acknowledgement of Payment of Wages. Executive acknowledges that the Executive has received all amounts owed for Executive’s regular and usual salary (including, but not limited to, any bonus, incentive or other wages), and usual benefits through the date of this Agreement.

3. Waiver of Unknown Claims. This Agreement is intended to be effective as a general release of and bar to each and every Claim hereinabove specified. Accordingly, Executive hereby expressly waives any rights and benefits conferred by Section 1542 of 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.”

Executive acknowledges that the Executive later may discover claims, demands, causes of action or facts in addition to or different from those which Executive now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms. Nevertheless, Executive hereby waives, as to the Claims, any claims, demands, and causes of action that might arise as a result of such different or additional claims, demands, causes of action or facts.

A-2

4. ADEA Waiver. Executive expressly acknowledges and agrees that by entering into this Agreement, Executive is waiving any and all rights or claims that Executive may have arising under the Age Discrimination in Employment Act of 1967, as amended (the “ADEA”), and that this waiver and release is knowing and voluntary. Executive and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the date Executive signs this Agreement. Executive further expressly acknowledges and agrees that:

(a) In return for this Agreement, Executive will receive consideration beyond that which Executive was already entitled to receive before executing this Agreement;

(b) Executive is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement;

(c) Executive was given a copy of this Agreement on [_________, 202__], and informed that Executive had [twenty-one (21)] days within which to consider this Agreement and that if Executive wished to execute this Agreement prior to the expiration of such [21]-day period Executive will have done so voluntarily and with full knowledge that Executive is waiving Executive’s right to have [twenty-one (21)] days to consider this Agreement; and that such [twenty-one (21)] day period to consider this Agreement would not and will not 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 Executive received it;

(d) Executive was informed that Executive had seven (7) days following the date of execution of this Agreement in which to revoke this Agreement, and this Agreement will become null and void if Executive elects revocation during that time. Any revocation must be in writing and must be received by the Company during the seven-day revocation period. In the event that Executive exercises this revocation right, neither the Company nor Executive will have any obligation under this Agreement. Any notice of revocation should be sent by Executive in writing to the Company (attention [_____________]), [Address], so that it is received within the seven-day period following execution of this Agreement by Executive.

(e) Nothing in this Agreement prevents or precludes Executive from challenging or 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.

5. No Transferred Claims. Executive represents and warrants to the Company that Executive has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof.

A-3

6. Miscellaneous. The following provisions shall apply for purposes of this Agreement:

(a) Number and Gender. Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders.

(b) Section Headings. The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

(c) Governing Law. This Agreement, and all questions relating to its validity, interpretation, performance and enforcement, as well as the legal relations hereby created between the parties hereto, shall be governed by and construed under, and interpreted and enforced in accordance with, the laws of the State of California, notwithstanding any California or other conflict of law provision to the contrary.

(d) Severability. If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.

(e) Modifications. This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

(f) Waiver. No waiver of any breach of any term or provision of this Agreement shall be construed to be, nor shall be, a waiver of any other breach of this Agreement. No waiver shall be binding unless in writing and signed by the party waiving the breach.

(g) Arbitration. Any controversy arising out of or relating to this Agreement shall be submitted to arbitration in accordance with the arbitration provisions of the Employment Agreement.

(h) Counterparts. This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

[Remainder of page intentionally left blank]

A-4

The undersigned have read and understand the consequences of this Agreement and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

EXECUTED this ________ day of ________ 20___, at ______________________ County, __________.

“Executive”

Angela Aman

EXECUTED this ________ day of ________ 20___, at ______________________ County, __________.

“Kilroy”
Kilroy Realty Corporation, a Maryland corporation
By:
	[Name]
	[Title]
By:
	[Name]
	[Title]
“KRLP”
Kilroy Realty, L.P., a Delaware limited partnership
By:	Kilroy Realty Corporation,
	a Maryland corporation,
	its General Partner
	By:
		[Name]
		[Title]
	By:
		[Name]
		[Title]

A-5

EX-10.2

Exhibit 10.2

TRANSITION AGREEMENT

December 13, 2023

John B. Kilroy, Jr.

Dear John:

Kilroy Realty Corporation (the “Company”) and Kilroy Realty, L.P. (the “Operating Partnership”) acknowledge your impending retirement. The Company and the Operating Partnership desire your continued support for a transition period, and you have agreed to provide that support, on the terms and conditions set forth in this letter agreement (this “Transition Agreement”).

1. Retirement Date. You have agreed to delay your retirement, and that your retirement as an employee of the Operating Partnership and as Chief Executive Officer of the Company will be effective on a date in January 2024 (such date, the “Retirement Date”, and the period of time in January 2024 that you continue to be so employed, the “Employment Period”). The Retirement Date will be January 28, 2024 or any earlier date in January 2024 that the Lead Independent Director (the “Lead Independent Director”) of the Company’s Board of Directors (the “Board”) may determine, and the Lead Independent Director shall provide you with at least five (5) business days’ notice of such Retirement Date (such notice to be given by email and need not comply with the notice provisions of Section 12). You hereby irrevocably resign, effective as of the Retirement Date, as an officer, employee and director of (and in any and all other capacities with) the Company, the Operating Partnership, and each of their respective affiliates (other than as a member of the Board). You agree that you will promptly execute and provide to the Company any further documentation, as reasonably requested by the Company, to confirm such resignation and remove yourself as a signatory on any accounts maintained by the Company, the Operating Partnership, or any of the respective affiliates. So long as you are not in breach in any material respect of any of your obligations hereunder or under your Non-Solicitation and Non-Disclosure Agreement with the Company and the Operating Partnership dated as of December 27, 2018 (your “Non-Solicitation Agreement”) (provided that, if a cure is reasonably possible in the circumstances, the Company shall provide you with written notice of any such breach and thirty (30) days to cure such breach), and provided that you timely execute and do not revoke the First Release (as defined below) and the Second Release (as defined below) and continue to serve on the Board, you will continue to serve as non-executive Chair of the Board until the Company’s annual meeting of stockholders in 2024 (the “2024 Annual Meeting”). While you serve as Chair of the Board, you will be entitled to continued use of your current office on the 7^th floor of 3200 Paseo Village Way, Building 3, San Diego, CA 92130 (commonly known as “The Yard”) (so long as such office is a property owned or leased by the Company or one of its affiliates), at the Company’s expense. Subsequently, during the remainder of the Consulting Period (as defined below), the Company shall permit you to continue to use such office (so long as such office is a property owned or leased by the Company or one of its affiliates) at your expense, at market rental rates and terms.

You are also a party to an Indemnification Agreement, dated January 27, 2010, with the Company, as it may be subsequently amended (the “Indemnification Agreement”). Your Non-Solicitation Agreement, as well as the Indemnification Agreement and coverage under applicable directors’ and officers’ liability insurance policies, each continues in effect in accordance with its terms (except as expressly modified by this Transition Agreement). Notwithstanding anything set forth in such agreement, the applicable time period for Section 2 under the Non-Solicitation Agreement shall commence upon December 31, 2023.

2. Consulting Period. You agree to provide services to the Company and its affiliates as a consultant, on the terms set forth herein, for the period of time beginning on the day following the Retirement Date and continuing until the first to occur of (a) December 31, 2024, (b) the date you terminate such consulting services prior to the earlier of the 2024 Annual Meeting or June 1, 2024 as a result of a breach in any material respect by the Company or the Operating Partnership of its obligations under this Transition Agreement (provided that, if a cure is reasonably possible in the circumstances, you will give written notice to the Company of any such breach and provide the Company and its affiliates with thirty (30) days to cure such breach), (c) your termination of such consulting services following the earlier of the 2024 Annual Meeting or June 1, 2024 for any reason with at least thirty (30) days’ advance notice to the Company, (d) the date the Company terminates such consulting services as a result of a breach in any material respect by you of this Transition Agreement or the Non-Solicitation Agreement (provided that, if a cure is reasonably possible in the circumstances, the Company will give written notice to you of any such breach and provide you with thirty (30) days to cure such breach), or (e) the date the Company terminates such consulting services for any reason other than as provided in clause (d) (such consulting period, the “Consulting Period”). If the Company terminates the Consulting Period before December 31, 2024 pursuant to clause (e) of the preceding sentence or if you terminate the Consulting Period before December 31, 2024 as a result of a breach in any material respect by the Company or the Operating Partnership of its obligations under this Transition Agreement (provided that, if a cure is reasonably possible in the circumstances, you will give written notice to the Company of any such breach and provide the Company and its affiliates with thirty (30) days to cure such breach), the Company will continue to pay you the compensation provided for in Sections 4(b) and (c) as though the Consulting Period had continued through December 31, 2024. Additionally, the Consulting Period may be terminated by you or by the Company at any time, upon five (5) days’ advance written notice, due to your physical or mental infirmity that renders you unable to perform the Services and such infirmity is expected to continue for a period of more than thirty (30) days, and the Consulting Period shall terminate in the event of your death, and in either case, the Company will pay the consulting fee in full through the month of such termination, to the extent then unpaid. For the avoidance of doubt, the Company removing you as non-executive Chair of the Board prior to the 2024 Annual Meeting, and other than as permitted by Section 1, shall be a breach by the Company of this Transition Agreement. In your sole discretion, you may provide the Services (as defined below) during the Consulting Period through an entity, provided, that, you personally provide such services and such entity shall be deemed a party hereto.

3. Services. From the date hereof through the end of the Employment Period and during the Consulting Period, you agree to perform your applicable duties to and services for the Company and its affiliates in good faith and with reasonable efforts and in a manner reasonably determined by you and subject to the general direction of the Board.

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4. Compensation.

(a) The Operating Partnership will pay you a fixed amount of $172,000 as salary for your services during the Employment Period. Such amount will be paid in cash in a lump sum on the Operating Partnership’s first regular payroll date in January 2024.

(b) The Company (or one of its affiliates) will pay you a consulting fee for each month that you provide services during the Consulting Period, commencing with February 2024 and, if the Consulting Period ends other than on the last day of a month, pro-rated for the final month of the applicable Consulting Period, except as otherwise set forth herein. You are not entitled to such consulting fee for January 2024. The consulting fee for any particular month will be paid on the Company’s first regular payroll date during that month. For the months in the Consulting Period from February 2024 through the month in which the 2024 Annual Meeting occurs, the consulting fee for each such month shall be $92,000, and for each month in the Consulting Period thereafter the consulting fee shall be $80,000.

(c) During the Employment Period and the Consulting Period, you will continue to have the support of your current principal executive assistant (or, if she is no longer employed by the Operating Partnership, another executive assistant reasonably agreed upon by you and the Company); provided that you may elect, by at least five (5) business days’ advance written notice to the Company, to terminate such support as of the end of the month in which such notice is given. If you so elect to terminate such support, the monthly consulting fee pursuant to Section 4(b) for each subsequent month during the Consulting Period shall be increased by $15,000.

(d) If you die before the Retirement Date, the Company shall pay your estate the payments provided for in Section 6(b) of your Employment Agreement with the Company and the Operating Partnership dated as of December 27, 2018 (the “Employment Agreement”), but in such circumstances you would not be entitled to the retirement benefits referenced in Section 5 of this Transition Agreement or the corresponding provisions of the Employment Agreement. For the avoidance of doubt, if you die after the Retirement Date, the Company shall pay your estate the retirement benefits referenced in Section 5 of this Transition Agreement and the corresponding provision of the Employment Agreement (to the extent not theretofore paid). Following the effective date of this Transition Agreement, the Employment Period may not be terminated by the Company or the Operating Partnership for any reason other than your death or the occurrence of the Retirement Date. Except as provided in the preceding sentence and in Section 5, you are no longer entitled to benefits pursuant to Section 6(c), 7(c) or 7(d) of the Employment Agreement (nor may your employment be terminated by the Company, the Operating Partnership and their respective affiliates under the circumstances contemplated in such sections of the Employment Agreement) or pursuant to any other severance plan, policy or arrangement of the Company, the Operating Partnership, or any of their respective affiliates, and the Company, the Operating Partnership and their respective affiliates shall no longer be entitled to terminate your employment pursuant to Section 7(a) of the Employment Agreement.

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(e) Your participation in the health and welfare benefit programs of the Company and the Operating Partnership, and their respective affiliates, in which you currently participate will continue during the Employment Period and will end on the Retirement Date (except as provided in Section 5 and except as to your rights under COBRA and Cal-COBRA). However, you will not be entitled to a bonus (except as provided in Section 5 below as to 2023), new equity award grant, or other new incentive compensation in your capacity as an employee. Except as expressly provided in this Transition Agreement and except for your rights under Section 14 of the Employment Agreement to continued D&O insurance coverage, your other rights to compensation or benefits (including those under clauses (i) through (v) of Section 5(b) of the Employment Agreement) will terminate as of December 31, 2023. You may not use Company aircraft after the Retirement Date, except for use either approved by the Board or while traveling on Company business after the Retirement Date with the Company’s Chief Executive Officer and your use of the aircraft prior to the Retirement Date must be in accordance with the Company’s aircraft policy as in effect as of December 1, 2023.

(f) For the period of time you serve on the Board following the Retirement Date until the 2024 Annual Meeting, you will be entitled to the regular cash compensation provided to the Company’s non-employee directors in accordance with the Company’s Director Compensation Policy (currently, a $70,000 annual cash retainer which is paid in quarterly installments and pro-rated for the portion of the quarter served as a non-employee member of the Board, plus any additional cash amounts you may be entitled to pursuant to the Company’s Director Compensation Policy in respect of any applicable Board committees upon which you may serve). You will not be entitled to any equity award with respect to your Board service through the 2024 Annual Meeting. If you are re-elected to the Board at the 2024 Annual Meeting, you will be compensated for your Board service thereafter in accordance with the Company’s Director Compensation Policy as then in effect.

(g) While you serve as a member of the Board and/or as a consultant hereunder, you will be entitled to reimbursement for any air, lodging and other travel expenses incurred in traveling for Company business when such travel is requested by the Board or by the Company’s Chief Executive Officer, as well as for any Company business entertainment expenses for events at which the Company’s Chief Executive Officer is in attendance or which you are otherwise attending at the request of the Board or the Company’s Chief Executive Officer, to the same extent such expenses would be reimbursable by the Company under the Company’s expense reimbursement policies applicable to its Chief Executive Officer had such expenses been incurred by the Chief Executive Officer of the Company in performing Company business (i.e. at first or business class levels if not traveling on Company aircraft with the Company’s Chief Executive Officer). While providing services in your capacity as a member of the Board, you will be entitled to reimbursement of any other reasonable expenses incurred by you in carrying out your duties for the Company in accordance with the Company’s expense reimbursement policies appliable to non-employee members of the Board generally.

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(h) For the avoidance of doubt, your Indemnification Agreement, and coverage under directors’ and officers’ liability insurance policies as a director on terms no less favorable to you than as are applicable to any other member of the Board, shall continue in full force and effect as to your continued service on the Board and coverage under the Indemnification Agreement shall continue during any portion of the Consulting Period after you cease service on the Board (to the same extent as had you performed the Services for the Company and its affiliates during the Consulting Period as an officer of the Company (or applicable affiliate) rather than as a consultant). Your indemnification and directors’ and officers’ liability insurance coverage for services as chief executive officer of the Company and for any of its subsidiaries or affiliates shall continue under applicable tail coverage.

5. Retirement Benefits Under Your Employment Agreement.

Provided that you remain employed with the Company through December 31, 2023 and you satisfy the applicable First Release and Second Release conditions set forth in Section 7, subject to the Company’s obligations therein and subject to Section 4(d), the Company (or the Operating Partnership, as the case may be) will pay you the retirement benefits provided in Section 6(a) of the Employment Agreement in connection with your retirement (except as otherwise expressly provided below). For clarity (and without duplication), these benefits consist of the following:

• your “Compensation Accrued at Termination” (as defined in Section 8(d) of the Employment Agreement), which amount will include your annual cash bonus for 2023 (which amounts will be determined by the Board (or applicable committee thereof) and paid, in each case, on the same basis as the Company pays bonuses for 2023 to its other executive officers generally);

• a single cash severance payment in an amount equal to $16,225,000 (for clarity and giving effect to Section 5(h)(i) of the Employment Agreement, such amount (together with interest thereon as provided in Section 5(h)(i) of the Employment Agreement) to be paid in a single lump sum on (or within ten (10) business days following) the first to occur of your death or the date that is six (6) months and one (1) day after the Retirement Date);

• all equity awards (or portions thereof) held by you on the Retirement Date shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted, except as provided below with respect to the performance determinations under your performance-based restricted stock units granted by the Company (for clarity, with the payment of any deferred shares and any time-based vesting restricted stock units to be subject to the six (6) month delay provisions of Sections 409A(a)(2)(A)(i) and (B)(i) of the Internal Revenue Code, and any payments made in respect of stock units that are subject to both time- and performance-based vesting conditions expected to consist of a portion that are subject to such six (6) month delay provisions and a portion that are not); and

• all other rights under any other compensatory or benefit plan, including any deferral under Section 5(c) of the Employment Agreement, shall be governed by such plan. In addition, at Company’s expense, you and your spouse and dependent children shall be entitled to continuation of health insurance coverage (i.e., medical, dental and vision) under the Company’s (or its applicable affiliate’s) health plan(s) in which you were participating on the Retirement Date, or if such plan(s) have been terminated, in the

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plan(s) in which senior executives of the Company participate for a period of three (3) years after the Retirement Date). In addition, the Company (or the Operating Partnership, as the case may be) will reimburse you for an annual amount equal to $130,768 for the premium payments incurred in providing you with the Life Insurance Policy (within the meaning of the Employment Agreement) each May for a period of three (3) years, with the three years being 2024, 2025 and 2026.

However, you will not be entitled to a “Partial Year Bonus” under the Employment Agreement with respect to 2024. As noted above, the three (3) years for the Life Insurance Policy premium payments shall be 2024, 2025 and 2026 rather than the three years following the Retirement Date. Otherwise, the timing of such payments shall be determined in accordance with the corresponding applicable provisions of the Employment Agreement. You and the Company agree that, as to such amounts and for purposes of Section 409A of the Internal Revenue Code, your “separation from service” with the Company shall occur on the Retirement Date.

For clarity, the performance determinations under your outstanding performance-based restricted stock unit awards granted by the Company shall be made in accordance with the applicable award terms as follows: (i) in the case of the Company’s TSR Percentile Ranking for the awards granted in 2022 and 2023, such determination shall be based on the Company’s TSR Percentile Ranking for the portion of the Performance Period through and ending with the last trading day preceding the Retirement Date, (ii) in the case of the Company’s Annual Debt to EBITDA Ratio for the award granted in 2023, such determination shall be based on the actual Annual Debt to EBITDA Ratio for 2023 and based on the “target” level of performance for each of 2024 and 2025 (with such targets as set forth in the applicable award terms for such years, and as adjusted in accordance with the applicable award terms), (iii) in the case of the Company’s Annual Debt to EBITDA Ratio for the award granted in 2022, such determination shall be based on the actual Annual Debt to EBITDA Ratio for 2023 and 2022 and based on the “target” level of performance for 2024 (with such target as set forth in the applicable award terms for such year, and as adjusted in accordance with the applicable award terms), (iv) in the case of the Company’s TSR Percentile Ranking and the Company’s Average Debt to EBITDA Ratio for the award granted in 2021, such determination shall be made as provided in the award agreement with no shortening of the Performance Period, and (v) for each of the outstanding awards, the FFO Per Share set forth in the applicable award terms and as determined for the year in which the award was granted. The capitalized terms in this paragraph not otherwise defined herein have the meanings ascribed to them in the applicable award agreement. For the avoidance of doubt, all applicable Change in Control provisions of your equity awards and pursuant to Section 12 of the Employment Agreement shall continue to apply pursuant to their terms subject to your employment termination.

When you no longer hold any Company equity awards (including any awards you may be entitled to in the future under the Company’s Director Compensation Policy should you be re-elected to the Board at the 2024 Annual Meeting or thereafter), you agree that you will promptly transfer any shares of Company common stock and any cash amounts in your Shareworks Account (as established by Morgan Stanley in your name, or any successor brokerage account established with respect to the administration of the Company’s equity award records) to your personal brokerage and/or bank account as soon as possible after the later of the date you cease to be a member of the Board or the date that the last Company equity award held by you (as to which you are entitled to a payment) is settled. The Company will remove your access to such account nine months after the later of the date you cease to serve on the Board or the date you cease to hold any Company equity awards.

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For the avoidance of doubt and without duplication of any benefit referenced above, your account balance under the Kilroy Realty Corporation 2007 Deferred Compensation Plan, as amended, will be paid out to you in accordance with the terms of that plan and any applicable elections you have made thereunder (for clarity, with such payment to be subject to the six (6) month delay provisions of Sections 409A(a)(2)(A)(i) and (B)(i) of the Internal Revenue Code). For clarity, such account balance was $2,907,250.99 as of December 8, 2023 and will continue to be credited with any applicable deferrals for 2023, as well as adjusted for earnings and losses, in accordance with the terms of such plan until the actual payment date. You may make arrangements with the Company’s Chief Administrative Officer to review and confirm the accuracy of this payment in January 2024 and again before the actual payment date.

For the avoidance of doubt and without duplication of any benefit referenced above, as of December 11, 2023, your vested but deferred equity awards (including dividend equivalents credited with respect thereto through such date, but exclusive of awards vesting in connection with your retirement) consisted of approximately 294,170.2377 Company stock units, with such deferred awards to be paid in accordance with the terms and conditions applicable to such deferrals and any applicable elections you have made thereunder (for clarity, with such payment to be subject to the six (6) month delay provisions of Sections 409A(a)(2)(A)(i) and (B)(i) of the Internal Revenue Code). You may make arrangements with the Company’s Chief Administrative Officer to review and confirm the accuracy of this payment in January 2024 and again before the actual payment date.

For the avoidance of doubt, no breach by you of this Transition Agreement (other than failure to timely satisfy the Release conditions) shall provide a basis to reduce or eliminate the payments due to you under this Section 5 and the corresponding provisions of the Employment Agreement.

6. Consulting Services.

(a) You agree to make yourself reasonably available to perform consulting services for the Company and its affiliates during the Consulting Period (such consulting services, the “Services”), as the Board or the Company’s Chief Executive Officer may reasonably request from time to time. The Company will use its reasonable good faith efforts to accommodate your desire to perform such Services remotely (other than as to occasional in-person meetings with reasonable advance notice (with the understanding that you will not be available for in-person meetings between February 12, 2024 and February 27, 2024)) and to take into account other business or personal commitments you may have. You shall report directly to the Board and the Company’s Chief Executive Officer; provided, that the Board may elect that you shall report solely and directly to the Board.

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(b) After the Retirement Date through the 2024 Annual Meeting (or any earlier termination of the Consulting Period), it is expected that your time commitment to perform the Services will, in general and on average, not exceed 40 hours per month. From the 2024 Annual Meeting through the end of the Consulting Period, it is expected that your time commitment to perform the Services will, in general and on average, not exceed 20 hours per month. Such estimates are exclusive of any time required in the performance of your duties as a member of the Board.

(c) The Services shall consist of, and in each case as reasonably requested by the Board and/or the Company’s Chief Executive Officer:

• Meeting with constituents (including investors, banks/insurance companies, tenants, political coalition/government agencies, brokers, any development-related partners and similar entities) in order to support the Company’s transition to a new Chief Executive Officer;

• Providing advice and input into strategic decisions including dispositions, capital allocation, development projects, potential M&A/venture relationships, etc.;

• Providing transition support to the Company’s new Chief Executive Officer, including transfer of information and institutional knowledge, introductions to key business contacts and important business/trade associations, brand values/differentiation, key tenants, etc.;

• Introducing the Company’s new Chief Executive Officer to key employees, participating in transition meetings between the new Chief Executive Officer and those employees, and meeting with the new Chief Executive Officer to discuss personnel capabilities;

• Providing insights into competitors and acquisition targets;

• Providing the Board or the new Chief Executive Officer, as applicable, recommendations with respect to any key governance/policy related changes related to transition;

• Similar transition support and advice as may be requested by the Board or the new Chief Executive Officer from time to time, and such other services as may be mutually agreed between you and the Board.

For clarity, it is also expected that in your capacity as a Board member you shall evaluate and interview prospective Board members for the 2024-2025 Board term.

To the extent you request such access and information in performing the Services, either (1) the Company shall provide you with full access to the relevant information and Company personnel and outside analysts as necessary to perform the Services, or (2) if the Company elects not to provide you with such full access, it is understood that your Services will be limited to your knowledge and experience and any such access that the Company elects to provide (which may reduce the Services provided hereunder).

(d) You acknowledge that, while you are providing the Services, you will not be an employee of the Company for any purpose whatsoever, including state and federal taxes and workers’ compensation insurance, but will be acting as an independent contractor with respect to the Services. As to the Consulting Period and the Services: (a) nothing contained in this Transition Agreement shall be construed to imply an employment, joint venture, partnership or principal-agent relationship between the parties, and (b) you shall not have the right, power or authority to act or create any obligation, express or implied, on behalf of the Company or any of its affiliates.

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(e) You agree to treat as confidential under your Non-Solicitation Agreement (to the same extent as if it had been provided to you as an officer or employee of the Company) any confidential information provided to you in the course of you performing the Services.

(f) You may represent and perform services for other persons or companies during the Consulting Period, except to the extent that doing so causes you to breach your obligations under this Transition Agreement or under the Non-Solicitation Agreement or as would create a conflict of interest with the Company’s business. For clarity, once you are no longer a member of the Board you will not be considered to have such a conflict of interest for purposes of the preceding sentence by virtue of you providing services to, and nothing in the Non-Solicitation Agreement precludes you from providing services during the Consulting Period to, any company or business other than an Excluded Company; provided that you abide by your confidentiality, non-disparagement and non-solicitation obligations under the Non-Solicitation Agreement. For this purpose, an “Excluded Company” means each company that is identified in the Company’s Proxy Statement for its 2023 annual meeting of stockholders as being an executive compensation “peer group” company, any successor to such a “peer group” company, and any affiliate of such a “peer group” company or such a successor.

(g) You will not be obligated to seek or obtain other employment after the date of termination of your employment, or take any other action by way of mitigation of the amounts payable under Section 5 or the corresponding provisions of the Employment Agreement or otherwise, and such amounts shall not be reduced based on any such other employment, services or mitigation efforts (or lack thereof).

7. Release Agreements. This Transition Agreement shall be null and void in its entirety, ab initio, unless: (a) not later than twenty-one (21) days following the date of this Transition Agreement first set forth above, you execute and deliver to the Company the Release Agreement attached hereto as Exhibit A (the “First Release”); and (b) you do not revoke such Release Agreement (or any portion thereof) pursuant to any revocation right that you may have.

Furthermore, and notwithstanding anything else contained herein to the contrary, the Company, the Operating Partnership, and their respective affiliates shall have no obligation to you under this Transition Agreement unless: (a) following your Retirement Date and not more than twenty-one (21) days following your Retirement Date, you execute and deliver to the Company the Release Agreement attached hereto as Exhibit B (the “Second Release”); and (b) you do not revoke such Release Agreement (or any portion thereof) pursuant to any revocation right that you may have. Your timely execution and delivery of the First Release and the Second Release, and not revoking such Releases (or any portion thereof), satisfies the release conditions applicable to your retirement benefits referenced in Section 5 above.

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As to each of the First Release and the Second Release (each, a “Release”), each such Release shall be first executed by the Company and the Operating Partnership and shall be null and void unless it is countersigned by you, with a PDF copy of such countersigned version sent to the Company and the Operating Partnership by email (to Heidi Roth with a copy to Jeff Walbridge of O’Melveny & Myers LLP) within the time periods set forth above; provided, that if the Company does not deliver to you the Second Release executed by the Company and the Operating Partnership within five (5) business days following the Retirement Date (and if you do not receive such executed Second Release you notify Heidi Roth and Jeff Walbridge, at the email addresses set forth above, of such fact and such executed Second Release is not delivered to you within two (2) business days following the date of such email), your obligation to execute such Second Release shall be voided, the release conditions applicable to your retirement benefits referenced in Section 5 above shall be satisfied, and the Company (or the Operating Partnership, as the case may be) will pay you such retirement benefits on the terms otherwise provided herein as though you satisfied the Second Release obligation.

As of the date hereof, (i) the members of the Board (other than you) are not aware of any fraud by you, (ii) neither the Company nor the Operating Partnership is engaged in any current or pending investigation with respect to any such fraud by you, and (iii) neither the Company nor the Operating Partnership has filed any claims (whether under seal or otherwise) against the JK Releasees (as defined in the Releases) related to any such fraud.

8. Shareholder Rights. From the date hereof through December 31, 2025, you shall not, and shall cause your controlled affiliates and each person acting on your behalf or on behalf of any of your controlled affiliates, not to, directly or indirectly, in any manner (i) nominate, recommend for nomination or give notice of an intent to nominate or recommend for nomination a person for election to the Board at any annual or special meeting of stockholders of the Company (“Stockholder Meeting”) or take any action to seek the removal of any director from the Board at a Stockholder Meeting; (ii) initiate, encourage or participate in any solicitation of proxies in respect of any matter before a Stockholder Meeting (whether or not relating to the election or removal of directors); (iii) submit, initiate, make or be a proponent of any stockholder proposal for consideration at, or bring any other business before, any Stockholder Meeting; (iv) initiate, encourage or participate in any solicitation of proxies in respect of any stockholder proposal for consideration at, or other business brought before, any Stockholder Meeting; (v) call or seek to call, or request to call of, alone or in concert with others, any Stockholder Meeting; (vi) initiate, encourage or participate in any “withhold” or similar campaign with respect to any Stockholder Meeting; (vii) otherwise act, alone or in concert with others, to seek to control or influence, in any manner, the management, Board or policies of the Company or any of its subsidiaries; or (viii) advise, or assist, influence or encourage any person to do any of the foregoing. For as long as you are a member of the Board, however, nothing in this Section 8 shall be deemed to limit the exercise in good faith by you of your duties in your capacity as a director of the Company. Furthermore, nothing in this Section 8 shall be deemed to limit your ability to communicate with the Company’s then-current Board members and Chief Executive Officer and Chief Financial Officer or with members of your immediate family (i.e. your siblings, spouse, former spouse and their and your lineal descendants). For clarity, it shall not be a violation of this Section 8 (x) for you to vote or decline to vote on any proxy, stockholder proposal or other business regardless as to whether your vote (or absence thereof) aligns with any guidance or recommendation issued by the Company or the Board, (y) if you are approached by any individual or entity in connection with any action prohibited by this Section 8, but do not take any further action in connection with such approach that would be prohibited by this Section 8 (other than as permitted pursuant to the foregoing clause (x)) or (z) for you to sell any portion of your shares of the Company’s stock as permitted under the Company’s policies and applicable law. This Section 8 shall cease to be in effect upon and following a Change in Control (as defined in the Employment Agreement).

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9. Executive Property and Contacts. From the Retirement Date until at least December 31, 2024, the Company shall make reasonable efforts to have your current or former executive assistant(s) forward mail and packages intended for you to your home address (in each case, excluding correspondence intended for the Company’s then-current Chief Executive Officer in such capacity), and you consent to your current or former executive assistant(s) opening any such mail and packages to confirm the nature of the communication. While you remain on the Board, the Company will allow you to continue to access your Company email. You agree that you will not use such email account following the Retirement Date other than to monitor such email for the receipt of personal correspondence. Additionally, in accordance with Company policy, you shall be permitted to retain your Company-issued desktop computer, iPad and iPhone, subject to the removal of any confidential or proprietary information of the Company. As set forth in the Employment Agreement, you may make an electronic copy of, and retain, your calendar, contacts and personal correspondence and any information reasonably needed for your personal tax return preparation purposes. The Company and the Operating Partnership will maintain the confidentiality of your personnel file and any of your financial information in accordance with the Company’s employment policies generally.

The Company and the Operating Partnership, and any successor(s) thereto, shall use their commercially reasonable efforts to allow you (for purposes of this paragraph, references to you include your siblings) to (i) receive long term capital gain treatment for federal income tax purposes for all of the interests you hold in the Operating Partnership as of the Retirement Date in connection with any Change in Control or other transaction, and (ii) retain or rollover (into a successor entity) your interests in the Operating Partnership in a manner that allows you to defer your gain in such interests in connection with any Change in Control (in the case of both clauses (i) and (ii), to the extent such capital gain treatment, retention or gain deferral is reasonably attainable and consistent with applicable law). Additionally, the Company and the Operating Partnership, and any successor(s) thereto, shall reasonably cooperate with you to obtain favorable tax treatment with regard to all interests of the Operating Partnership held by you as of the Retirement Date (to the extent such favorable treatment is reasonably attainable and consistent with applicable law). However, nothing in this paragraph requires the Company or the Operating Partnership, or any successor(s) thereto, to (a) bear any additional cost or (b) alter any transaction structure (other than in a way that would result in no more than a de minimis cost) or cause any transaction to be unreasonably delayed. You shall bear any additional cost incurred as a result of actions taken by the Company, the Operating Partnership or any successor(s) thereto pursuant to this paragraph.

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10. Protected Rights. Notwithstanding any provision of this Transition Agreement, or in the Non-Solicitation Agreement (including, without limitation, Sections 3 and 5 of the Non-Solicitation Agreement), to the contrary:

• Nothing in this Transition Agreement or in the Non-Solicitation Agreement limits your rights to discuss the terms, wages, and working conditions of your employment, as protected by applicable law.

• Nothing in this Transition Agreement or in the Non-Solicitation Agreement prevents you from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that you have reason to believe is unlawful.

• Nothing in this Transition Agreement or in the Non-Solicitation Agreement prevents you from reporting confidential information in a confidential manner either to a federal, state or local government official or to an attorney where such disclosure is solely for the purpose of reporting or investigating a suspected violation of law, or pursuant to any other legally-protected whistleblower rights or where otherwise required in a legal process.

• Pursuant to the Defend Trade Secrets Act of 2016, you may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed in a lawsuit or other proceeding, provided that such filing is made under seal. Further, the Company and the Operating Partnership will not retaliate against you in any way for any such disclosure made in accordance with the law. In the event a disclosure is made, and you file any type of proceeding against the Company or the Operating Partnership alleging that the Company or the Operating Partnership retaliated against you because of such disclosure, you may disclose the relevant trade secret to your attorney and may use the trade secret in the proceeding if (i) you file any document containing the trade secret under seal, and (ii) you do not otherwise disclose the trade secret except pursuant to court or arbitral order.

For the avoidance of doubt, your honest statements made in the good faith performance of your duties as member (or Chair) of the Board and not intended to become public, as well as your honest statements made to a member of the Board or to the Company’s Chief Executive Officer in the good faith performance of the Services during the Consulting Period, shall not be a violation of Section 5 of the Non-Solicitation Agreement.

11. Governing Law; Disputes; Arbitration. Section 12 of the Employment Agreement (other than the first sentence of Section 12(b) thereof) is hereby incorporated by reference herein, mutatis mutandis.

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12. General.

(a) No provision of this Transition Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the party against whom such modification, waiver or discharge is sought to be enforced. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of this Transition Agreement to be performed by such other party will be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(b) You, the Company and the Operating Partnership will, without further consideration, make, do, execute, or cause to be made, done, and executed such further acts, deeds, conveyances, consents, and assurances which may reasonably be required to effect the transactions contemplated by this Transition Agreement.

(c) It is the desire and intent of the parties hereto that the provisions of this Transition Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Transition Agreement shall be adjudicated by a court of competent jurisdiction or determined by an arbitrator to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Transition Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Transition Agreement or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Transition Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Transition Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Transition Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

(d) This Transition Agreement, along with the Release Agreements and the applicable provisions of the other agreements expressly referred to herein (including, without limitation, the Indemnification Agreement, the Non-Solicitation Agreement, the Employment Agreement (as modified by this Transition Agreement), and the award agreements applicable to your outstanding Company equity awards), constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior agreements of the parties with respect to such subject matter. No agreements or representations, oral or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party which are not set forth expressly in this Transition Agreement (or the documents referred to herein). Except as explicitly waived or modified herein, your rights under the Employment Agreement, the Indemnification Agreement and the Non-Solicitation Agreement are preserved.

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(e) This Transition Agreement shall be construed and interpreted consistent with, and to avoid any tax, penalty or interest under, Section 409A of the Internal Revenue Code and the Treasury Regulations promulgated thereunder. The provisions of Section 5(h) of the Employment Agreement are hereby incorporated by reference herein, mutatis mutandis and shall apply to all payments set forth in this Transition Agreement.

(f) Except as otherwise expressly provided herein, any notice provided for in this Transition Agreement, in the First Release, or in the Second Release must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder and received when delivered personally, five (5) days after deposit in the U.S. mail and one (1) day after deposit with a reputable overnight courier service.

if to Kilroy and/or the Operating Partnership:

Kilroy Realty Corporation

12200 West Olympic Boulevard, Suite 200

Los Angeles, CA 90064

Attention: Senior Vice President, Corporate Counsel

with a copy to:

O’Melveny & Myers LLP

610 Newport Center Drive, Suite 1700

Los Angeles, CA 92660

Attn: Jeffrey W. Walbridge, Esq.

if to you, to your address most recently on file in the payroll records of the Operating Partnership with a copy to

Katzke & Morgenbeser LLP

1345 Avenue of the Americas, 11^th Fl.

New York, NY 10105

Attn. Michael S. Katzke, Esq.

(g) Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice. Each party has cooperated in the drafting, negotiation and preparation of this Transition Agreement. Hence, in any construction to be made of this Transition Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language.

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(h) Notwithstanding anything else herein to the contrary, the Company and the Operating Partnership shall withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Transition Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation. Except for such withholding rights, you are solely responsible for any and all tax liability that may arise with respect to the compensation provided under or pursuant to this Transition Agreement. Your compensation for Services after the Retirement Date that are paid by the Company (or one of its affiliates) shall be reported on a Form 1099. You shall be responsible for the payment of all state, federal or local taxes and business license fees of any nature which may be levied by any state, federal or local government taxing authority in respect of the payments for the Services.

(i) Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders. Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The section headings of, and titles of paragraphs and subparagraphs contained in, this Transition Agreement are for the purpose of convenience only, and they neither form a part of this Transition nor are they to be used in the construction or interpretation thereof.

(j) This Transition Agreement may be signed and/or transmitted in one or more counterparts by facsimile, e-mail of a ..PDF, .TIF, .GIF, .JPG or similar attachment or using electronic signature technology (e.g., via DocuSign or similar electronic signature technology), all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart, and that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s hand-written signature. The parties further consent and agree that (1) to the extent a party signs this Transition Agreement using electronic signature technology, by clicking “sign” (or similar acknowledgement of acceptance), such party is signing this Transition Agreement electronically, and (2) that electronic signatures appearing on this Transition Agreement shall be treated, for purposes of validity, enforceability and admissibility, the same as hand-written signatures.

(l) Any amounts awarded or payable pursuant to this Transition Agreement are subject to the terms of the Company’s clawback policy as required by Section 954 of the Dodd-Frank Act, as well as any similar provisions of applicable law. You agree to comply with, and promptly repay to the Company any amounts that are required to be repaid pursuant to, such policy; provided, that, you shall be treated no less favorably under any such applicable policy than other executive officers of the Company are treated as to the same underlying circumstance(s).

(m) The Company shall reimburse you for your reasonable legal fees incurred in connection with the negotiation of this Agreement and any ancillary documentation up to a maximum of $100,000; provided that you provide the Company with a written invoice from your counsel evidencing same.

(m) Each of the parties to this Transition Agreement and any person granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Transition Agreement specifically to recover damages and costs for any breach of any

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provision of this Transition Agreement and to exercise all other rights existing in its favor. Solely with respect to Section 8 of this Transition Agreement, the parties hereto agree and acknowledge that monetary damages may not be an adequate remedy for any breach of the provisions of this Transition Agreement and that each party (as well as each other person granted rights hereunder) may in its sole discretion obtain permanent injunctive or equitable relief in any arbitration or court of competent jurisdiction and enforce any such relief awarded by an arbitrator in any court of competent jurisdiction. In addition, with respect to such Section 8, each party may also apply to any court of law or equity of competent jurisdiction for provisional injunctive or equitable relief, including a temporary restraining or preliminary injunction (without any requirement to post any bond or deposit), to ensure that the relief sought in arbitration is not rendered ineffectual by interim harm. Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or finding or any judgment or verdict thereon is entered against either party.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned parties have executed this Transition Agreement as of this 13^th day of December, 2023.

Kilroy Realty Corporation,
a Maryland corporation
By:	/s/ Heidi R. Roth
	Heidi R. Roth
	Executive Vice President,
	Chief Administrative Officer
By:	/s/ Lauren N. Stadler
	Lauren N. Stadler
	Senior Vice President, Corporate Counsel
Kilroy Realty, L.P.,
a Delaware limited partnership
By:	Kilroy Realty Corporation,
	a Maryland corporation,
	its General Partner
	By:	/s/ Heidi R. Roth
		Heidi R. Roth
		Executive Vice President,
		Chief Administrative Officer
	By:	/s/ Lauren N. Stadler
		Lauren N. Stadler
		Senior Vice President, Corporate Counsel

Accepted and Agreed:
By:	/s/ John B. Kilroy, Jr.
	John B. Kilroy, Jr.

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EXHIBIT A

RELEASE AGREEMENT

1. Release by the Executive. For and in consideration of the release set forth in Section 6, and for other good and valuable consideration, John B. Kilroy, Jr. (the “Executive”) hereby agrees, for the Executive, the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to sue Kilroy Realty Corporation (the “Company”), or any of its divisions, affiliates (including, without limitation, Kilroy Realty, L.P. (the “Operating Partnership”) and its affiliates), subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with and related services to the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”) or the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. Seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. Seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. Seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. Seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. Seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. Seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.

2. Waiver of Civil Code Section 1542. THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“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.”

BEING AWARE OF SAID CODE SECTION, THE EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

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3. ADEA Waiver. The Executive has read this Release carefully and expressly acknowledges and agrees that: (a) in return for this Release, the Executive will receive consideration beyond that which he was already entitled to receive before entering into this Release; (b) the Executive was given a copy of this Release on December 13, 2023 and informed that he had at least twenty-one (21) days to consider all of its terms and that if the Executive wished to execute this Release prior to the expiration of such twenty-one (21) day period he will have done so voluntarily and with full knowledge that he is waiving his right to have twenty-one (21) days to consider this Release, and that such twenty-one (21) day period to consider this Release would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Release in such twenty-one (21) day period after he received it; (c) the Executive is hereby advised in writing by this Release to consult with any attorney and any other advisors of the Executive’s choice prior to executing this Release; (d) the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sue or bring any other claims against the Released Parties, including any and all rights and claims that the Executive may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Release; and (e) nothing in this Release prevents or precludes the Executive from challenging or 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 from doing so, unless specifically authorized by federal law. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Transition Agreement dated as of December 13, 2023 (the “Agreement”), by and between the Company, the Operating Partnership and the Executive, until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. In the event the Executive exercises this right of revocation, neither the Company nor the Executive will have any obligations under this Release. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily.

4. Exceptions. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under the Agreement, any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; (ii) rights to indemnification the Executive may have under the Agreement or a separate agreement entered into with the Company; (iii) rights the Executive may have as a shareholder, unit holder or prior member of the Company or the operating partnership; (iv) any rights that the Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; or (v) any rights to continued medical and dental coverage that the Executive may have under COBRA. In addition, this Release does

A - 2

not cover any claim that cannot be so released as a matter of applicable law. Notwithstanding anything to the contrary herein, nothing in this Release prohibits the Executive from filing a charge with or participating in an investigation conducted by any state or federal government agencies. However, the Executive does 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 the Executive’s behalf arising out of any claim released pursuant to this Release. For clarity, and as required by law, such waiver does not prevent Executive from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. The Executive acknowledges and agrees that the Executive has received any and all leave and other benefits that the Executive has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.

5. No Transferred Claims. The Executive represents and warrants to the Company that the Executive has not heretofore assigned or transferred to any person not a party to this Release any released matter or any part or portion thereof.

6. Release by the Company. Each of the Company and the Operating Partnership shall and does hereby and forever fully, finally and forever generally remise, release, waive and discharge the Executive, the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, and successors, and each of them (together, the “JK Releasees”), from any and all known or unknown, suspected or unsuspected, whether or not concealed or hidden, claims, rights, actions and causes of action, at law or in equity, which the Company or the Operating Partnership ever had or held, now has or holds, or hereafter can, shall, or may have or hold against the Executive, the JK Releasees, or any of them, based on any occurrences, transactions, events, acts, or omissions related to the Executive’s employment with the Company and related services to the Company and its affiliates, including without limitation his service as Chair of the Board of Directors of the Company, the Operating Partnership, or their respective affiliates or subsidiaries, or the Executive’s separation from employment from the Company, the Operating Partnership, or their respective affiliates or subsidiaries through the date hereof; provided, however, that (except as to inadvertent errors in expense reports submitted prior to October 1, 2023) the release set forth in this Section 6 shall not apply to any fraud; provided, that such release shall apply to any claim which would represent a breach by the Company or Operating Partnership of any of the representations in the last paragraph of Section 7 of the Agreement.

7. Miscellaneous. The following provisions shall apply for purposes of this Release:

(a) Section Headings. The section headings of, and titles of paragraphs and subparagraphs contained in, this Release are for the purpose of convenience only, and they neither form a part of this Release nor are they to be used in the construction or interpretation thereof.

(b) Governing Law/Arbitration. Section 12 of the Employment Agreement (as defined in the Agreement) shall apply to this Release.

(c) Severability. If any provision of this Release or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Release which can be given effect without the invalid provisions or applications and to this end the provisions of this Release are declared to be severable.

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(d) Modifications. This Release may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Release, which agreement is executed by both of the parties hereto; provided, however, that this Release may be amended by the Company to reflect new laws and changes in applicable laws.

(e) Waiver. No waiver of any breach of any term or provision of this Release shall be construed to be, nor shall be, a waiver of any other breach of this Release. No waiver shall be binding unless in writing and signed by the party waiving the breach.

(f) Counterparts. This Release may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

[Remainder of page intentionally left blank]

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The undersigned have read and understand the consequences of this Release and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Date	John B. Kilroy, Jr.
	Kilroy Realty Corporation,
Date	a Maryland corporation
		By:
			Heidi R. Roth
			Executive Vice President,
			Chief Administrative Officer
		By:	Lauren N. Stadler
			Senior Vice President, Corporate Counsel
	Kilroy Realty, L.P.,
Date	a Delaware limited partnership
		By:	Kilroy Realty Corporation,
			a Maryland corporation,
			its General Partner
			By:
				Heidi R. Roth
				Executive Vice President,
				Chief Administrative Officer
			By:
				Lauren N. Stadler
				Senior Vice President, Corporate Counsel

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EXHIBIT B

RELEASE AGREEMENT

1. Release by the Executive. For and in consideration of the payments and other benefits due to John B. Kilroy, Jr. (the “Executive”) pursuant to the Transition Agreement dated as of December 13, 2023 (the “Agreement”), by and between Kilroy Realty Corporation (the “Company”), Kilroy Realty, L.P. (the “Operating Partnership”) and the Executive, and for other good and valuable consideration, the Executive hereby agrees, for the Executive, the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, successors and assigns, to forever release, discharge and covenant not to sue the Company, or any of its divisions, affiliates (including, without limitation, the Operating Partnership and its affiliates), subsidiaries, parents, branches, predecessors, successors, assigns, and, with respect to such entities, their officers, directors, trustees, employees, agents, shareholders, administrators, general or limited partners, representatives, attorneys, insurers and fiduciaries, past, present and future (the “Released Parties”) from any and all claims of any kind arising out of, or related to, his employment with and related services to the Company, its affiliates and subsidiaries (collectively, with the Company, the “Affiliated Entities”) or the Executive’s separation from employment with the Affiliated Entities, which the Executive now has or may have against the Released Parties, whether known or unknown to the Executive, by reason of facts which have occurred on or prior to the date that the Executive has signed this Release. Such released claims include, without limitation, any and all claims relating to the foregoing under federal, state or local laws pertaining to employment, including, without limitation, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. Section 2000e et. Seq., the Fair Labor Standards Act, as amended, 29 U.S.C. Section 201 et. Seq., the Americans with Disabilities Act, as amended, 42 U.S.C. Section 12101 et. Seq., the Reconstruction Era Civil Rights Act, as amended, 42 U.S.C. Section 1981 et. Seq., the Rehabilitation Act of 1973, as amended, 29 U.S.C. Section 701 et. Seq., the Family and Medical Leave Act of 1992, 29 U.S.C. Section 2601 et. Seq., and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment, including but not limited to any claims arising from or derivative of the Executive’s employment with the Affiliated Entities, as well as any and all such claims under state contract or tort law.

2. Waiver of Civil Code Section 1542. THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“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.”

B - 1

BEING AWARE OF SAID CODE SECTION, THE EXECUTIVE HEREBY EXPRESSLY WAIVES ANY RIGHTS HE MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT.

3. ADEA Waiver. The Executive has read this Release carefully and expressly acknowledges and agrees that: (a) in return for this Release, the Executive will receive consideration beyond that which he was already entitled to receive before entering into this Release; (b) the Executive was given a copy of this Release on December 13, 2023 and informed that he had at least twenty-one (21) days to consider all of its terms and that if the Executive wished to execute this Release prior to the expiration of such twenty-one (21) day period he will have done so voluntarily and with full knowledge that he is waiving his right to have twenty-one (21) days to consider this Release, and that such twenty-one (21) day period to consider this Release would not and will not be re-started or extended based on any changes, whether material or immaterial, that are or were made to this Release in such twenty-one (21) day period after he received it; (c) the Executive is hereby advised in writing by this Release to consult with any attorney and any other advisors of the Executive’s choice prior to executing this Release; (d) the Executive fully understands that by signing below the Executive is voluntarily giving up any right which the Executive may have to sue or bring any other claims against the Released Parties, including any and all rights and claims that the Executive may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Release; and (e) nothing in this Release prevents or precludes the Executive from challenging or 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 from doing so, unless specifically authorized by federal law. The Executive also understands that the Executive has a period of seven (7) days after signing this Release within which to revoke his agreement, and that neither the Company nor any other person is obligated to make any payments or provide any other benefits to the Executive pursuant to the Agreement until eight (8) days have passed since the Executive’s signing of this Release without the Executive’s signature having been revoked other than any accrued obligations or other benefits payable pursuant to the terms of the Company’s normal payroll practices or employee benefit plans. In the event the Executive exercises this right of revocation, neither the Company nor the Executive will have any obligations under this Release. Finally, the Executive has not been forced or pressured in any manner whatsoever to sign this Release, and the Executive agrees to all of its terms voluntarily.

4. Exceptions. Notwithstanding anything else herein to the contrary, this Release shall not affect: (i) the Company’s obligations under any compensation or employee benefit plan, program or arrangement (including, without limitation, obligations to the Executive under the Agreement, any stock option, stock award or agreements or obligations under any pension, deferred compensation or retention plan) provided by the Affiliated Entities where the Executive’s compensation or benefits are intended to continue or the Executive is to be provided with compensation or benefits, in accordance with the express written terms of such plan, program or arrangement, beyond the date of the Executive’s termination; (ii) rights to indemnification the Executive may have under the Agreement or a separate agreement entered into with the Company; (iii) rights the Executive may have as a shareholder, unit holder or prior member of the Company or the operating partnership; (iv) any rights that the Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or

B - 2

affiliate) directors and officers liability insurance policy; or (v) any rights to continued medical and dental coverage that the Executive may have under COBRA. In 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 Release prohibits the Executive from filing a charge with or participating in an investigation conducted by any state or federal government agencies. However, the Executive does 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 the Executive’s behalf arising out of any claim released pursuant to this Release. For clarity, and as required by law, such waiver does not prevent Executive from accepting a whistleblower award from the Securities and Exchange Commission pursuant to Section 21F of the Securities Exchange Act of 1934, as amended. The Executive acknowledges and agrees that the Executive has received any and all leave and other benefits that the Executive has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.

5. No Transferred Claims. The Executive represents and warrants to the Company that the Executive has not heretofore assigned or transferred to any person not a party to this Release any released matter or any part or portion thereof.

6. Release by the Company. Each of the Company and the Operating Partnership shall and does hereby and forever fully, finally and forever generally remise, release, waive and discharge the Executive, the Executive’s heirs, beneficiaries, devisees, executors, administrators, attorneys, personal representatives, and successors, and each of them (together, the “JK Releasees”), from any and all known or unknown, suspected or unsuspected, whether or not concealed or hidden, claims, rights, actions and causes of action, at law or in equity, which the Company or the Operating Partnership ever had or held, now has or holds, or hereafter can, shall, or may have or hold against the Executive, the JK Releasees, or any of them, based on any occurrences, transactions, events, acts, or omissions related to the Executive’s employment with the Company and related services to the Company and its affiliates, including without limitation his service as Chair of the Board of Directors of the Company, the Operating Partnership, or their respective affiliates or subsidiaries, or the Executive’s separation from employment from the Company, the Operating Partnership, or their respective affiliates or subsidiaries through the date hereof; provided, however, that (except as to inadvertent errors in expense reports submitted prior to October 1, 2023) the release set forth in this Section 6 shall not apply to any fraud; provided, that such release shall apply to any claim which would represent a breach by the Company or Operating Partnership of any of the representations in the last paragraph of Section 7 of the Agreement.

7. Miscellaneous. The following provisions shall apply for purposes of this Release:

(a) Section Headings. The section headings of, and titles of paragraphs and subparagraphs contained in, this Release are for the purpose of convenience only, and they neither form a part of this Release nor are they to be used in the construction or interpretation thereof.

(b) Governing Law/Arbitration. Section 12 of the Employment Agreement (as defined in the Agreement) shall apply to this Release.

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(c) Severability. If any provision of this Release or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Release which can be given effect without the invalid provisions or applications and to this end the provisions of this Release are declared to be severable.

(d) Modifications. This Release may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Release, which agreement is executed by both of the parties hereto; provided, however, that this Release may be amended by the Company to reflect new laws and changes in applicable laws.

(e) Waiver. No waiver of any breach of any term or provision of this Release shall be construed to be, nor shall be, a waiver of any other breach of this Release. No waiver shall be binding unless in writing and signed by the party waiving the breach.

(f) Counterparts. This Release may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

[Remainder of page intentionally left blank]

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The undersigned have read and understand the consequences of this Release and voluntarily sign it. The undersigned declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

Date	John B. Kilroy, Jr.
	Kilroy Realty Corporation,
Date	a Maryland corporation
		By:
			Heidi R. Roth
			Executive Vice President,
			Chief Administrative Officer
		By:
			Lauren N. Stadler
			Senior Vice President, Corporate Counsel
	Kilroy Realty, L.P.,
Date	a Delaware limited partnership
		By:	Kilroy Realty Corporation,
			a Maryland corporation,
			its General Partner
			By:
				Heidi R. Roth
				Executive Vice President,
				Chief Administrative Officer
			By:
				Lauren N. Stadler
				Senior Vice President, Corporate Counsel

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Kilroy Announces Leadership Transition

Angela Aman Appointed Chief Executive Officer, Effective January 22, 2024

John Kilroy to Serve as an Advisor to the Company Through the End of 2024 to Ensure a Smooth Transition

LOS ANGELES, CA – December 14, 2023 – Kilroy Realty Corporation (NYSE: KRC, “Kilroy” or the “Company”) today announced that its Board of Directors (the “Board”) has appointed Angela M. Aman as Chief Executive Officer (CEO) and a member of the Board, effective January 22, 2024. Ms. Aman’s appointment follows a comprehensive and thorough search process by the Board, with the assistance of Korn Ferry, a global organizational consulting firm. Ms. Aman will succeed John B. Kilroy, Jr., who previously announced his planned retirement and will continue to serve as the Company’s CEO until January 21, 2024. In addition, Mr. Kilroy will serve as an advisor to the Company through the end of 2024 in order to ensure a smooth transition of responsibilities, and will remain Chair of the Board through his current term.

Ms. Aman is a seasoned real estate executive with more than 22 years of commercial real estate, financial and operational expertise. Ms. Aman currently serves as President, Chief Financial Officer and Treasurer of Brixmor Property Group, where she joined in 2016 as Executive Vice President, Chief Financial Officer and Treasurer. Prior to joining Brixmor, Ms. Aman served as Executive Vice President and Chief Financial Officer of Starwood Retail Partners from 2015 to 2016 and Executive Vice President, Chief Financial Officer and Treasurer of Retail Properties of America, Inc. from 2011 to 2015. Earlier in her career, Ms. Aman held positions of increasing responsibility at RREEF and Deutsche Bank. Ms. Aman is a member of Nareit, ICSC, and the Urban Land Institute (ULI), and serves on the Board of Trustees of Equity Residential, where she serves as Chair of the Audit Committee. Ms. Aman received a B.S. in Economics from The Wharton School of The University of Pennsylvania.

“I am pleased to welcome Angela as the new CEO of Kilroy,” said Mr. Kilroy. “I am excited to continue to serve as Chair of the Board and as a special advisor to ensure a seamless transition for our stakeholders. I’m proud of the incredible team and portfolio that we have built and look forward to this next chapter of Kilroy’s history.”

“We are thrilled to welcome Angela to Kilroy,” said Dr. Edward Brennan, PhD, Lead Independent Director of the Company’s Board of Directors. “Over the course of her impressive two-decade long career, Angela has proven that she has the breadth of commercial real estate experience and financial and operational acumen to shepherd Kilroy’s next phase of growth. The Board is confident that Angela is the right executive to grow our leading position in the commercial real estate market and create long-term value for our shareholders.”

“I am honored to serve as the next CEO of Kilroy,” said Ms. Aman. “John and the leadership team have built a tremendous portfolio of high-quality assets over many years of prudent and thoughtful capital allocation. As a result, Kilroy is exceptionally well positioned for continued success and industry leadership in the years to come. I look forward to working alongside the incredibly talented Kilroy team, as we continue to identify new opportunities for growth while maintaining the Company’s commitment to innovation, wellness and sustainability, and financial discipline.”

Dr. Brennan added, “John is a true visionary in our industry and on behalf of the entire Board, I would like to thank him for his invaluable contributions to Kilroy during the past nearly 30 years as CEO.”

About Kilroy Realty Corporation

Kilroy Realty Corporation (NYSE: KRC, the “company”, “Kilroy”) is a leading U.S. landlord and developer, with operations in San Diego, Greater Los Angeles, the San Francisco Bay Area, the Pacific Northwest and Austin, Texas. The company has earned global recognition for sustainability, building operations, innovation and design. As pioneers and innovators in the creation of a more sustainable real estate industry, the company’s approach to modern business environments helps drive creativity and productivity for some of the world’s leading technology, entertainment, life science and business services companies.

The company is a publicly traded real estate investment trust (“REIT”) and member of the S&P MidCap 400 Index with more than seven decades of experience developing, acquiring and managing office, life science and mixed-use projects.

As of September 30, 2023, Kilroy’s stabilized portfolio totaled approximately 16.3 million square feet of primarily office and life science space that was 86.2% occupied and 87.5% leased. The company also had more than 1,000 residential units in Hollywood and San Diego, which had a quarterly average occupancy of 92.7%. In addition, the company had two in-process life science redevelopment projects with total estimated redevelopment costs of $80.0 million, totaling approximately 100,000 square feet, and two in-process development projects with an estimated total investment of $1.6 billion, totaling approximately 1.6 million square feet of office and life science space. The in-process development and redevelopment office and life science space is 32% leased.

A Leader in Sustainability and Commitment to Corporate Social Responsibility

Kilroy has a longstanding commitment to sustainability and continues to be a recognized leader in our sector. For over a decade, the company and its sustainability initiatives have been recognized with numerous honors, including being listed on the Dow Jones Sustainability World Index, earning the GRESB five star rating and being named a sector and regional leader in the Americas. Other honors have included the Nareit Leader in the Light Award, being named ENERGY STAR Partner of the Year and receiving the ENERGY STAR highest honor of Sustained Excellence.

Kilroy is proud to have achieved carbon neutral operations across our portfolio since 2020. The company’s portfolio was 70% LEED certified and 44% Fitwel certified, and 65% of eligible properties were ENERGY STAR certified as of September 30, 2023.

A significant part of the company’s foundation is its commitment to enhancing employee growth, satisfaction and wellness while maintaining a diverse and thriving culture. For the fourth year in a row, the company has been named to Bloomberg’s Gender Equality Index, which recognizes companies committed to supporting gender equality through policy development, representation, and transparency.

More information is available at http://www.kilroyrealty.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated or implied in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others: global market and general economic conditions, including periods of heightened inflation, and their effect on our liquidity and financial conditions and those of our tenants; adverse economic or real estate conditions generally, and specifically, in the States of California, Texas and Washington; risks associated with our investment in real estate assets, which are illiquid, and with trends in the real estate industry; defaults on or non-renewal of leases by tenants; any significant downturn in tenants’ businesses, including bankruptcy, lack of liquidity or lack of funding and the impact labor disruptions or strikes, such as episodic strikes in the entertainment industry, may have on our tenants’ businesses; our ability to re-lease property at or above current market rates; reduced demand for office space, including as a result of remote working and flexible working arrangements that allow work from remote locations other than the employer’s office premises; costs to comply with government regulations, including environmental remediation; the availability of cash for distribution and debt service and exposure to risk of default under debt obligations; increases in interest rates and our ability to manage interest rate exposure; changes in interest rates and the availability of financing on attractive terms or at all, which may adversely impact our future interest expense and our ability to pursue development, redevelopment and acquisition opportunities and refinance existing debt; a decline in real estate asset valuations, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing, and which may result in write-offs or impairment charges; significant competition, which may decrease the occupancy and rental rates of properties; potential losses that may not be covered by insurance; the ability to successfully complete acquisitions and dispositions on announced terms; the ability to successfully operate acquired, developed and redeveloped properties; the ability to successfully complete development and redevelopment projects on schedule and within budgeted amounts; delays or refusals in obtaining all necessary zoning, land use and other required entitlements, governmental permits and authorizations for our development and redevelopment properties; increases in anticipated capital expenditures, tenant improvement and/or leasing costs; defaults on leases for land on which some of our properties are located; adverse changes to, or enactment or implementations of, tax laws or other applicable laws, regulations or legislation, as well as business and consumer reactions to such changes; risks associated with joint venture investments, including our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers; environmental uncertainties and risks related to natural disasters; and our ability to maintain our status

as a REIT. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2022 and our other filings with the Securities and Exchange Commission. All forward-looking statements are based on currently available information and speak only as of the dates on which they are made. We assume no obligation to update any forward-looking statement made in this press release that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.

Contacts

Investors

Eliott Trencher

EVP, Chief Financial Officer and Chief Investment Officer

(310) 481- 8587

or

Bill Hutcheson

SVP, Investor Relations

and Capital Markets

(415) 778-5678

Media

Ed Trissel / Kara Brickman

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

XML

Cover Page	Dec. 13, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 13, 2023
Entity Registrant Name	KILROY REALTY CORPORATION
Entity Incorporation, State or Country Code	MD
Entity File Number	001-12675
Entity Tax Identification Number	95-4598246
Entity Central Index Key	0001025996
Amendment Flag	false
Entity Address, Address Line One	12200 W. Olympic Boulevard
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Los Angeles
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90064
City Area Code	310
Local Phone Number	481-8400
Title of 12(b) Security	Common Stock, $.01 par value
Security Exchange Name	NYSE
Trading Symbol	KRC
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Kilroy Realty L.P. [Member]
Entity Information [Line Items]
Entity Registrant Name	KILROY REALTY, L.P.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-54005
Entity Tax Identification Number	95-4612685
Entity Central Index Key	0001493976
Title of 12(g) Security	Common Units Representing Limited Partnership Interest
Entity Emerging Growth Company	false