Douglas Emmett Inc (Form: S-8, Received: 06/20/2016 16:23:13)

As filed with the Securities and Exchange Commission on June 20, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

DOUGLAS EMMETT, INC.

(Exact name of registrant as specified in its charter)

Maryland		20-3073047
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

808 Wilshire Boulevard, Suite 200

Santa Monica, California 90401

(310) 255-7700

(Address of Principal Office and Zip Code)

DOUGLAS EMMETT, INC. 2016 OMNIBUS STOCK INCENTIVE PLAN

(Full title of the plan)

Mona Gisler

Chief Financial Officer

808 Wilshire Boulevard, Suite 200

Santa Monica, California 90401

(Name and address of agent for service)

(310) 255-7700

(Telephone number, including area code, of agent for service)

Copy to:

Ben D. Orlanski

Katherine J. Blair

Manatt, Phelps & Phillips, LLP

11355 West Olympic Boulevard

Los Angeles, California 90064

(310) 312-4000

CALCULATION OF REGISTRATION FEE


Title of Securities to be Registered(1)		Amount to be Registered	Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)		Amount of Registration Fee(2)
Common Stock, $0.01 par value per share		8,400,000 shares	$	34.15	$	286,818,000	$	28,882.57
(1)	This registration statement covers, in addition to the number of shares of common stock, par value $0.01 per share, of Douglas Emmett, Inc., stated above, an indeterminate number of additional securities that may be offered or issued pursuant to the Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan, as a result of the adjustment provisions thereof.
(2)	Estimated pursuant to Rule 457(c) solely for purposes of calculating the amount of registration fee, based upon the average of the high and low prices of our common stock reported on June 14, 2016, as reported on the New York Stock Exchange.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Form S-8 will be sent or given to participants of the Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan , as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Securities and Exchange Commission (the “SEC”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Securities and Exchange Commission, or the SEC, allows us to “incorporate by reference” information into this registration statement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this registration statement, except for any information superseded by information in this registration statement.

The following documents filed by our company with the SEC are incorporated herein by reference:

· Our Annual Report on Form 10-K filed on February 19, 2016 (including information specifically incorporated by reference into our Annual Report on Form 10-K from our Definitive Proxy Statement on Schedule 14A for our 2016 annual meeting of stockholders filed on April 15, 2016);

· Our Quarterly Report on Form 10-Q filed on May 6, 2016;

· Current Reports on Form 8-K filed on June 3, 2016, February 22, 2016, February 25, 2016 (Form 8-K/A), March 4, 2016 and May 6, 2016 (Form 8-K/A);

· All other reports (other than portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein) filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2015; and

· The description of our common stock included in our registration statement on Form 8-A (File No. 001-33106), filed on October 23, 2006, including any amendment or report filed for the purpose of updating such description.

All reports (other than portions of Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, unless otherwise indicated therein) filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, or the Exchange Act, after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

You may read and copy any reports, statements or other information we have filed at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Rooms. Our filings are also available on the Internet at the SEC’s website at http://www.sec.gov.

Item 4. Description of Securities.

Not Applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Maryland General Corporation Law, as amended, or the MGCL, permits a Maryland corporation to include in its charter a provision eliminating the liability of its directors and officers to the corporation and its stockholders for money damages, except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty that is established by a final judgment and is material to the cause of action. Our charter contains such a provision which eliminates such liability to the maximum extent permitted by Maryland law.

Our charter authorizes us, and our bylaws require us, to the maximum extent that Maryland law in effect from time to time permits, to indemnify any present or former director and officer or any individual who, while a director or officer of our company and at our request, serves or has served another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, member, manager, partner or trustee, from and against any claim or liability to which that individual may become subject or which that individual may incur by reason of his or her service in any such capacity and to pay or reimburse his or her reasonable expenses in advance of final disposition of a proceeding without requiring a preliminary determination of the ultimate entitlement to indemnification.

Our charter and bylaws also permit us to indemnify and advance expenses to any person who served a predecessor of ours in any of the capacities described above and to any employee or agent of our company or a predecessor of our company.

The MGCL requires a Maryland corporation (unless its charter provides otherwise, which our charter does not) to indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. The MGCL permits a Maryland corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or are threatened to be made a party by reason of their service in those or other capacities unless it is established that:

· the act or omission of the director or officer was material to the matter giving rise to the proceeding and (i) was committed in bad faith; or (ii) was the result of active and deliberate dishonesty;

· the director or officer actually received an improper personal benefit in money, property or services; or

· in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

However, under the MGCL, a Maryland corporation may not indemnify for an adverse judgment in a suit by or on behalf of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses.

In addition, the MGCL permits a Maryland corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of:

· a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation; and

· a written undertaking by the director or officer or on the director’s or officer’s behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the director or officer did not meet the standard of conduct.

The partnership agreement of our operating partnership provides that we, as the special limited partner, and our officers and directors are indemnified to the fullest extent permitted by Delaware law. We have also entered into indemnification agreements with each of our executive officers and directors that obligate us to indemnify them to the maximum extent permitted by Maryland law.

Insofar as the foregoing provisions permit indemnification of directors, officers or persons controlling us for liability arising under the Securities Act, we have been informed that in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

Not Applicable.

Item 8. Exhibits.

Exhibit No.		Exhibit

4.1		Articles of Amendment and Restatement of Douglas Emmett, Inc. (incorporated by reference to our Registration Statement on Amendment No. 6 to Form S-11 (Registration No. 333-135082) filed October 19, 2006).

4.2		Amended and Restated Bylaws of Douglas Emmett, Inc. (incorporated by reference to our Current Report on Form 8-K filed on September 6, 2013).

4.3		Certificate of Correction to Articles of Amendment and Restatement of Douglas Emmett, Inc. (incorporated by reference to our Current Report on Form 8-K filed October 30, 2006).

4.4		Form of Certificate of Common Stock of Douglas Emmett, Inc. (incorporated by reference to our Registration Statement on Amendment No. 3 to the Form S-11 (Registration No. 333-135082) filed on October 3, 2006).

5.1		Opinion of Venable LLP.

23.1		Consent of Venable LLP (included in Exhibit 5.1).

23.2		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

24.1		Power of Attorney (included in signature page).

99.1		Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan (incorporated by reference to our Current Report on Form 8-K filed June 3, 2016).

99.2		Form of Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan Non-Qualified Stock Option Agreement.

99.3		Form of Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan LTIP Unit Award Agreement.

Item 9. Undertakings.

The undersigned registrant hereby undertakes:

(a)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Exchange Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Exchange Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on this 17th day of June, 2016.

	DOUGLAS EMMETT, INC.

	/s/ Jordan L. Kaplan
	Name:	Jordan L. Kaplan
	Title:	President and CEO

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Dan A. Emmett and Jordan L. Kaplan, and each of them, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (and to any registration statement filed pursuant to Rule 462 under the Securities Act of 1933), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Jordan L. Kaplan	President, CEO and Director (Principal Executive Officer)	June 17, 2016
Jordan L. Kaplan

/s/ Mona M. Gisler	Chief Financial Officer (Principal Financial and Accounting Officer)	June 17, 2016
Mona M. Gisler

/s/ Dan A. Emmett	Chairman of the Board of Directors	June 17, 2016
Dan A. Emmett

/s/ Kenneth M. Panzer	Chief Operating Officer and Director	June 17, 2016
Kenneth M. Panzer

/s/ Christopher H. Anderson	Director	June 17, 2016
Christopher H. Anderson

/s/ Leslie E. Bider	Director	June 17, 2016
Leslie E. Bider

/s/ Dr. David T. Feinberg	Director	June 17, 2016
Dr. David T. Feinberg

/s/ Thomas E. O’Hern	Director	June 17, 2016
Thomas E. O’Hern

/s/ William E. Simon, Jr.	Director	June 17, 2016
William E. Simon, Jr.

/s/ Virginia A. McFerran	Director	June 17, 2016
Virginia A. McFerran

EXHIBIT INDEX

Exhibit No.		Exhibit

4.1		Articles of Amendment and Restatement of Douglas Emmett, Inc. (incorporated by reference to our Registration Statement on Amendment No. 6 to Form S-11 (Registration No. 333-135082) filed October 19, 2006).

4.2		Amended and Restated Bylaws of Douglas Emmett, Inc. (incorporated by reference to our Current Report on Form 8-K filed on September 6, 2013).

4.3		Certificate of Correction to Articles of Amendment and Restatement of Douglas Emmett, Inc. (incorporated by reference to our Current Report on Form 8-K filed October 30, 2006)

4.4		Form of Certificate of Common Stock of Douglas Emmett, Inc. (incorporated by reference to our Registration Statement on Amendment No. 3 to the Form S-11 (Registration No. 333-135082) filed on October 3, 2006).

5.1		Opinion of Venable LLP.

23.1		Consent of Venable LLP (included in Exhibit 5.1).

23.2		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

24.1		Power of Attorney (included in signature page).

99.1		Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan (incorporated by reference to our Current Report on Form 8-K filed June 3, 2016).

99.2		Form of Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan Non-Qualified Stock Option Agreement.

99.3		Form of Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan LTIP Unit Award Agreement.

Exhibit 5.1

June 17, 2016

Douglas Emmett, Inc.

808 Wilshire Boulevard, Suite 200

Santa Monica, California 90401

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have served as Maryland counsel to Douglas Emmett, Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the registration by the Company of up to 8,400,000 shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), that the Company may issue pursuant to the Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan (the “Plan”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1. The Registration Statement;

2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

5. The Plan;

6. Resolutions (the “Resolutions”) adopted by the Board of Directors of the Company, relating to the issuance of the Shares and the approval of the Plan, certified as of the date hereof by an officer of the Company;

Douglas Emmett, Inc.

June 17, 2016

Page 2

7. The Agreement of Limited Partnership of Douglas Emmett Properties, LP, a Delaware limited partnership (the “Operating Partnership”), as amended through the date hereof (the “Partnership Agreement”), certified as of the date hereof by an officer of the Company;

8. A certificate executed by an officer of the Company, dated as of the date hereof; and

9. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

5. None of the Shares will be issued in violation of any restriction or limitation contained in the Charter or the Plan. Upon any issuance of Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Douglas Emmett, Inc.

June 17, 2016

Page 3

6. Each option, award, right or other security exercisable or exchangeable for a Share pursuant to the Plan (each, an “Award”) will be duly authorized and validly granted in accordance with the Plan, and each Award will be exercised or exchanged in accordance with the terms of the Plan and such Award, including any option or award agreement entered into in connection therewith.

7. Any units of limited partnership interest in the Operating Partnership issued pursuant to the Plan will have been duly authorized and validly issued by the Operating Partnership and will be exchanged for Shares in accordance with the Partnership Agreement.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The issuance of the Shares has been duly authorized and, when and if issued and delivered by the Company pursuant to the Resolutions and the Plan, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

Douglas Emmett, Inc.

June 17, 2016

Page 4

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

		Very truly yours,

		/s/ Venable LLP

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333- ) pertaining to the 2016 Omnibus Stock Incentive Plan of Douglas Emmett, Inc. of (i) our reports dated February 19, 2016, with respect to the consolidated financial statements and schedule of Douglas Emmett, Inc. and the effectiveness of internal control over financial reporting of Douglas Emmett, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2015, and (ii) our report dated May 6, 2016, with respect to the combined statement of revenues and certain expenses of the four-building portfolio located in Los Angeles, California for the year ended December 31, 2015 attached as an exhibit to its Current Report (Form 8-K/A), all filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Los Angeles, California
June 17, 2016

Exhibit 99.2

DOUGLAS EMMETT, INC.
2016 OMNIBUS STOCK INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

Name of Optionee:		[NAME] (the “ Optionee ”)
No. of shares of Common Stock of the Company:		[# SHARES] (the “ Stock ”)
Exercise price per share:		(the “ Exercise Price ”)
Grant Effective Date:		(the “ Grant Date ”)

Pursuant to the Douglas Emmett, Inc. 2016 Omnibus Stock Incentive Plan (as amended and supplemented from time to time, the “ Plan ”), Douglas Emmett, Inc. (the “ Company ”) hereby grants to the Optionee a non-qualified stock option (the “ Stock Option ”) to purchase the Stock at the Exercise Price subject to the terms of this Non-Qualified Stock Option Agreement (this “ Agreement ”) and the Plan. The Stock Option shall expire on (the “ Expiration Date ”). All terms used herein that are defined in the Plan shall have the same meaning given them in the Plan; certain capitalized terms used herein are defined in Section 4.

1. Vesting .

(a) Subject to Section 2 below and the discretion of the Committee to accelerate the vesting schedule hereunder, the Stock Option shall become vested and exercisable with respect to the following whole number of shares according to the timetable set forth below:

Date	Number of Shares Becoming Vested		Cumulative Percentage Available
	(25	)%	25	%
	(25	)%	50	%
	(25	)%	75	%
	(25	)%	100	%

(b) Notwithstanding any other term or provision of this Agreement, if the Optionee’s Continuous Service is terminated without Cause by the Company or for Good Reason by the Optionee, or if the principal class of securities for which the Stock Option is exercisable are no longer publicly traded following a Change of Control, then any unvested shares subject to this Agreement that have not been previously vested shall immediately vest as of the date of such termination. The vesting of the Stock Option shall not otherwise accelerate on a Sale Event except as provided in this Agreement, any Service Agreement or with the consent of the Committee.

(c) Notwithstanding anything to the contrary in this Section 1, to the extent the Optionee is a party to another agreement or arrangement with the Company that provides accelerated vesting of options in the event of certain types of employment terminations or any other applicable vesting-related events or provides more favorable vesting provisions than provided for in this Agreement, the more favorable vesting terms of such other agreement or arrangement shall control.

2. Termination of Continuous Service . If the Continuous Service of the Optionee ceases for any reason, the Stock Option may only be exercised thereafter to the extent exercisable (including as a result of the acceleration under Section 1(b)) at the time of the termination by the Optionee or the Optionee’s legal representative until the earlier of (i) the date three (3) months (except in the case of termination as a result of death, where the period shall be twelve (12) months) from the date of termination. Any non-vested portion of the Stock Option on the date of termination of Continuous Service shall immediately terminate and be of no further force and effect.

3. Manner of Exercise . Subject to Section 5 below, the Stock Option may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of shares of Stock to be purchased. Payment of the exercise price may be made by one or more of the following methods:

(a) In cash, by certified or bank check or other instrument acceptable to the Committee;

(b) By the Optionee delivering (or attesting to the ownership of) shares of Stock that the Optionee beneficially owns and that are not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise date and to the extent that the Optionee attests to the ownership of shares, the number of shares of Stock transferred to the Optionee shall be net of the number of shares attested to;

(c) By the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the purchase price; provided that in the event the Optionee chooses to pay the purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure; or

(d) By the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to the Company to reduce the number of shares otherwise issuable upon such exercise of the Option by the largest whole number of shares having a Fair Market Value that does not exceed the aggregate exercise price for the shares with respect to which the Option is exercised and payment in cash of any remaining balance of such aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued.

Payment instruments will be received subject to collection. The delivery of certificates representing the shares of Stock to be purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the Optionee (or a purchaser acting in the Optionee’s stead in accordance with the provisions contained in the Plan or this Agreement) by the Company of the full purchase price for such shares and any required withholding taxes, and the fulfillment of any other requirements contained in the Plan, this Agreement, any Service Agreement or applicable provisions of law.

4. Definitions . For purposes of this Agreement:

“ Cause ” for termination of the Optionee’s Continuous Service shall mean (A) if the Optionee is a party to an employment or other similar Service Agreement and “cause” is defined therein, such definition, or (B) if the Optionee is not party to a Service Agreement or the Optionee’s Service Agreement does not define “cause”, then Cause means any of the

following: (a) any act or omission by the Optionee which constitutes intentional misconduct or a willful violation of law or a material written Company policy previously provided to the Optionee; (b) the Optionee receiving a benefit, money, property or services from the Company or any Subsidiary or another person dealing with the Company or any Subsidiary in violation of applicable law or written policy of the Company or any Subsidiary; (c) an act of fraud, conversion, misappropriation or embezzlement by the Optionee or conviction of, indictment for (or its procedural equivalent) or entering a guilty plea or plea of no contest with respect to a felony, the equivalent thereof or any crime with respect to which imprisonment is a possible punishment or which involves moral turpitude; or (d) any other failure by the Optionee to perform his material and reasonable duties and responsibilities as an employee, director or consultant of the Company or any Subsidiary which continues for ten (10) days following written notice from the Company or any Subsidiary (except in the case of a willful failure to perform his duties or a willful breach, which shall require no notice). For purposes of the foregoing sentence, no act, or failure to act, on the Optionee’s part shall be considered “willful” unless the Optionee acted, or failed to act, in bad faith and without reasonable belief that his act or failure to act was in the best interest of the Company or any Subsidiary.

“ Change of Control ” shall be deemed to have occurred (A) if the Optionee is a party to a Service Agreement, and “change of control” is defined therein, as provided in such definition, or (B) if the Optionee is not party to a Service Agreement or the Optionee’s Service Agreement does not define “change of control”, if

(i) there shall be consummated (a) any consolidation or merger of the Company, other than a merger or consolidation of the Company in which (1) the holders of the Company’s common stock immediately prior to the merger or consolidation have at least fifty one percent (51%) ownership of the total voting power of the surviving entity immediately after the merger or consolidation, and (2) no person (other than an Exempted Holder as defined below) beneficially owns (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), directly or indirectly, twenty percent (20%) or more of the total voting power of the surviving entity or (b) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of the Company, or

(ii) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, or

(iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) other than an Exempted Holder (as defined below) shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of the outstanding Stock. “ Exempted Holder ” means (a) the Company or any majority-owned Subsidiary ( provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned Subsidiary); (b) any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust sponsored or maintained by the Company or any Subsidiary; (c) any underwriter or placement agent temporarily holding securities pursuant to an offering of such securities; or (d) Dan Emmett, Jordan Kaplan or Ken Panzer, their immediate family members and family trusts or family-only partnerships and any charitable foundations, any entities in which they and their families beneficially own a majority of the voting interests, and any “group” (as described in Rule 13d-5(b)(i) under the Exchange Act) including them. However, a Change in Control shall not be deemed to have occurred if a person’s percentage interest increases over twenty percent (20%) solely as a result of a decrease in the outstanding stock because of an acquisition of securities by the Company; provided , however , that a “Change in Control” shall be deemed to have occurred on any subsequent acquisitions of Stock by that person (other than pursuant to a stock split, stock dividend, or similar transaction) at a time when that person beneficially owns twenty percent (20%) or more of the outstanding Stock, or

(iv) The Board shall cease for any reason to have a majority of Uncontested Directors. “ Uncontested Directors ” means directors who were initially elected or initially nominated (i) by a vote of at least two-thirds of the then Uncontested Directors and (ii) not as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation.

“ Continuous Service ” shall be defined (1) if the Optionee is a party to a Service Agreement, and “continuous service” or its equivalent is defined therein, as provided in such definition, or (2) if the Optionee is not party to a Service Agreement or the Optionee’s Service Agreement does not define “continuous service” or its equivalent, as the continuous service to the Company and any Subsidiary, without interruption or termination, in any capacity of employee, member of the Board, or, with the written permission of the Company, consultant. Continuous Service shall not be considered interrupted in the case of (A) any approved leave of absence, (B) transfers among the Company and any Subsidiary, or any successor, in any capacity of employee, member of the Board or consultant, or (C) any change in status as long as the individual remains in the service of the Company and any Subsidiary in any capacity of employee, member of the Board or (if the Company specifically agrees in writing that the Continuous Service is not uninterrupted) a consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave.

“ Good Reason ” shall be deemed to exist (1) if the Optionee is a party to a Service Agreement, and “good reason” or its equivalent is defined therein, as provided in such definition, or (2) if the Optionee is not party to a Service Agreement or the Optionee’s Service Agreement does not define “good reason” or its equivalent, where the Optionee gives notice to the Board of his voluntary resignation within ninety (90) days after the occurrence of any of the following, without the Optionee’s written consent: (A) the failure of the Company to pay or cause to be paid any salary, bonus or other payment owed to the Optionee, when due under any Optionee Service Agreement or otherwise, subject to a ten (10) day cure period by the Company (except in the case of a willful failure, which shall require no notice); or (B) within four (4) months after a Change of Control, a substantial diminution in the Optionee’s duties, authority or responsibility (but not title or position), subject to a thirty (30) day cure period by the Company (except in the case of a willful breach, which shall require no notice).

“ Service Agreement ” means any employment or other similar service agreement between Optionee and the Company.

5. Trading Policy Restrictions . Stock Option exercises shall be subject to such Company trading-policy-related restrictions, terms and conditions as may be established by the Committee, or in accordance with policies set by the Committee, from time to time.

6. Stock Option Transferable in Limited Circumstances . Except as specifically permitted by the Committee, the Stock Option is not transferable otherwise than by will or by the laws of descent and distribution, and shall be exercisable during the Optionee’s lifetime only by the Optionee.

7. Stock Option Shares . The shares to be issued under the Plan are shares of Stock of the Company as constituted as of the date of this Agreement, subject to adjustments pursuant to Section 3 of the Plan.

8. Rights as a Stockholder . The Optionee shall have the rights of a stockholder only as to shares of Stock acquired upon exercise of the Stock Option and not as to any shares of Stock covered by unexercised Stock Options. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such shares are acquired.

9. Tax Withholding . No later than the date on which part or all of the value of any shares of Stock received under the Plan first becomes includible in the Optionee’s gross income for federal income tax purposes, the Optionee shall make arrangements with the Committee in accordance with Section 13 of the Plan regarding the payment of any federal, state or local taxes required to be withheld with respect to such income. Such payment may be either in cash or in Stock, subject to approval by the Committee.

10. Tax Status . The Stock Option is not intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended.

11. The Plan . The Stock Option is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement or any Service Agreement and the Plan, the terms and conditions of the Plan shall control. In the event of any discrepancy or inconsistency between this Agreement and any Service Agreement, the terms and conditions of the Service Agreement shall control.

12. No Obligation to Exercise Stock Option . The grant and acceptance of the Stock Option imposes no obligation on the Optionee to exercise it.

13. No Obligation to Continue Employment . Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue the Optionee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment of the Optionee at any time.

14. Notices . Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

15. Purchase Only for Investment . To insure the Company’s compliance with the Securities Act of 1933, as amended, the Optionee agrees for himself, the Optionee’s legal representatives and estate, or other persons who acquire the right to exercise the Stock Option upon his death, that shares will be purchased in the exercise of the Stock Option for investment purposes only and not with a view to their distribution, as that term is used in the Securities Act of 1933, as amended, unless in the opinion of counsel to the Company such distribution is in compliance with or exempt from the registration and prospectus requirements of that Act.

16. Governing Law . This Agreement and the Stock Option shall be governed by, and construed in accordance with, the laws of the State of Maryland, applied without regard to conflict of law principles.

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PRIMARY BENEFICIARY(IES)

(Please Print)

	Name	Relationship	%	Address

(a)

(b)

(c)

CONTINGENT BENEFICIARY(IES)

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	Name	Relationship	%	Address

(a)

(b)

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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the day of , .

	DOUGLAS EMMETT, INC.


	By:
		[NAME]
		[TITLE]


	THE OPTIONEE

Exhibit 99.3

DOUGLAS EMMETT, INC.
2016 OMNIBUS STOCK INCENTIVE PLAN

LTIP UNIT AWARD AGREEMENT

Name of the Grantee:		(the “ Grantee ”)

No. of LTIP Units Awarded:

Grant Effective Date:

Vesting Schedule:

Vesting Date	Number of Award LTIP Units Becoming Vested	Cumulative Percentage Vested

RECITALS

A. The Grantee is an [employee][director] of Douglas Emmett, Inc. (the “ Company ”) and its subsidiary Douglas Emmett Properties LP, through which the Company conducts substantially all of its operations (the “ Partnership ”).

B. Pursuant to the Company’s 2016 Omnibus Stock Incentive Plan (as amended and supplemented from time to time, the “ Plan ”) and the Limited Partnership Agreement (the “ LP Agreement ”) of the Partnership, the Company hereby grants to the Grantee an Other Stock-Based Award (as defined in the Plan, referred to herein as an “ Award ”) in the form of, and by causing the Partnership to issue to the Grantee, the number of LTIP Units (as defined in the LP Agreement) set forth above (the “ Award LTIP Units ”) having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the LP Agreement. Upon the close of business on the Grant Effective Date pursuant to this LTIP Unit Award Agreement (this “ Agreement ”), the Grantee shall receive the number of LTIP Units specified above, subject to the restrictions and conditions set forth herein, in the Plan and in the LP Agreement. Unless otherwise indicated, capitalized terms used herein but not defined shall have the meanings given to those terms in the Plan or as defined in Section 2.

NOW, THEREFORE , the Company, the Partnership and the Grantee agree as follows:

1. Effectiveness of Award . Any Grantee who has not previously been admitted as a partner of the Partnership shall be admitted with beneficial ownership of the Award LTIP Units as of the Grant Effective Date by (i) signing and delivering to the Partnership a copy of this Agreement and (ii) signing, as a Limited Partner, and delivering to the Partnership a counterpart signature page to the LP Agreement (attached hereto as Exhibit A ). Upon execution of this Agreement by the Grantee, the Partnership and the Company, the LP Agreement shall be amended to reflect the issuance to the Grantee of the Award LTIP Units and the Partnership shall deliver to the Grantee a certificate of the Partnership certifying the number of LTIP Units then issued to the Grantee. Thereupon, the Grantee shall have all the rights of a Limited Partner of the Partnership with respect to a number of LTIP Units equal to the Award LTIP Units, as set forth in the LP Agreement, subject, however, to the restrictions and conditions specified in Section 2 below.

2. Vesting of Award LTIP Units .

(i) Except as otherwise provided in Sections 2(iii) and 2(iv) below, the Award LTIP Units shall become vested in the amounts and at the times set forth in the table above, provided that except as set forth below the Continuous Service (as defined below) of the Grantee continues through and on the applicable Vesting Date or Dates.

(ii) There shall be no proportionate or partial vesting of Award LTIP Units in or during the months, days or periods prior to each Vesting Date, and all vesting of Award LTIP Units shall occur only on the applicable Vesting Date. Upon the termination or cessation of the Grantee’s Continuous Service, other than as provided in Section 2(iii), any portion of the Award LTIP Units which is not yet then vested shall automatically and without notice or payment of any consideration by the Company or the Partnership terminate, be forfeited and be and become null and void and neither the Grantee nor any of his successors, heirs, assigns, or personal representatives will thereafter have any further rights or interests in the Award LTIP Units.

(iii) Notwithstanding any other term or provision of this Agreement, if the principal class of securities for which the LTIP Award Units may be exchanged are no longer publicly traded following a Change of Control, then the unvested Award LTIP Units subject to this Agreement that have not been previously forfeited shall immediately vest as of the date of cessation of trading. The vesting of the Award LTIP Units subject to this Agreement shall not otherwise accelerate on a Sale Event except as provided in this Agreement or with the consent of the Committee. Notwithstanding any other term or provision of this Agreement, if the Grantee’s Continuous Service is terminated as a result of the death of the Grantee, then the unvested Award LTIP Units subject to this Agreement that have not been previously forfeited and which are scheduled to vest during the same calendar year shall immediately vest as of the date of death.

(iv) The right to redemption pursuant to Section 15.1 of the Agreement of Limited Partnership of the Partnership shall not be exercisable with respect to any Partnership Common Unit issued upon conversion of the LTIP Award Units until on or after two years after the Grant Effective Date, provided however, that the foregoing restriction shall not apply if the redemption right is exercised in connection with a “Change of Control”.

(v) For purposes of this Agreement, the following terms shall have the meanings indicated:

“ Change of Control ” shall be deemed to have occurred (A) if the Grantee is a party to a Service Agreement, and “change of control” is defined therein, as provided in such definition, or (B) if the Grantee is not party to a Service Agreement or the Grantee’s Service Agreement does not define “change of control”, if

(ii) the shareholders of the Company approve any plan or proposal for the liquidation or dissolution of the Company, or

(iii) any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) other than an Exempted Holder (as defined below) shall become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of twenty percent (20%) or more of the Company’s Common Stock. “ Exempted Holder ” means (a) the Company or any majority-owned Subsidiary ( provided that this exclusion applies solely to the ownership levels of the Company or the majority-owned Subsidiary); (b) any trustee, fiduciary or other person or entity holding securities under any employee benefit plan or trust sponsored or maintained by the Company or any Subsidiary; (c) any underwriter temporarily holding securities pursuant to an offering of such securities; or (d) Dan Emmett, Jordan Kaplan or Ken Panzer, their immediate family members and family trusts or family-only partnerships and any charitable foundations, any entities in which they and their families beneficially own a majority of the voting interests, and any “group” (as described in Rule 13d-5(b)(i) under the Exchange Act) including them. However, a Change in Control shall not be deemed to have occurred if a person’s percentage interest increases over twenty (20%) solely as a result of a decrease in the outstanding stock because of an acquisition of securities by the Company; provided , however , that a “Change in Control” shall be deemed to have occurred on any subsequent acquisitions of the Company’s Common Stock by that person (other than pursuant to a stock split, stock dividend, or similar transaction) at a time when that person beneficially owns twenty percent (20%) or more of the Company’s outstanding Common Stock, or

(iv) the Board shall cease for any reason to have a majority of Uncontested Directors. “ Uncontested Directors ” means directors who were initially elected or initially nominated (i) by a vote of at least two-thirds of the then Uncontested Directors and (ii) not as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board, including by reason of agreement intended to avoid or settle any such actual or threatened contest or solicitation.

“ Continuous Service ” shall be defined (1) if the Grantee is a party to a Service Agreement, and “continuous service” or its equivalent is defined therein, as provided in such definition, or (2) if the Grantee is not party to a Service Agreement or the Grantee’s Service Agreement does not define “continuous service” or its equivalent, as the continuous service to the Company and any Subsidiary, without interruption or termination, in any capacity of employee, member of the Board or, with the written permission of the Company, consultant. Continuous Service shall not be considered interrupted in the case of (A) any approved leave of

absence, (B) transfers among the Company and any Subsidiary, or any successor, in any capacity of employee, member of the Board or consultant, or (C) any change in status as long as the individual remains in the service of the Company and any Subsidiary in any capacity of employee, member of the Board or (if the Company specifically agrees in writing that the Continuous Service is not uninterrupted) a consultant. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave.

“ Non-Vested LTIP Units ” means any portion of the Award LTIP Units subject to this Agreement that has not become vested pursuant to Section 2.

“Service Agreement ” means any written employment or other similar service agreement between Grantee and the Company.

“ Vested LTIP Units ” means any portion of the Award LTIP Units subject to this Agreement that is and has become vested pursuant to Section 2.

3. Distributions . Distributions on the Award LTIP Units shall be paid to the Grantee to the extent provided for in the LP Agreement. The Distribution Participation Date (as defined in the LP Agreement) for the Award LTIP Units shall be the Grant Effective Date.

4. Rights with Respect to Award LTIP Units . Without duplication with the provisions of Section 3 of the Plan, if (i) the Company shall at any time be involved in a merger, consolidation, dissolution, liquidation, reorganization, exchange of shares, sale of all or substantially all of the assets or capital stock of the Company or a transaction similar thereto, (ii) any stock dividend, stock split, reverse stock split, stock combination, reclassification, recapitalization, or other similar change in the capital structure of the Company, or any distribution to holders of Common Stock other than ordinary cash dividends, shall occur or (iii) any other event shall occur which in the judgment of the Committee necessitates action by way of adjusting the terms of the Agreement, then and in that event, the Committee shall take such action as shall be necessary to maintain the Grantee’s rights hereunder so that they are substantially proportionate to the rights existing under this Agreement prior to such event, including, but not limited to, adjustments in the number of Award LTIP Units then subject to this Agreement and substitution of other awards under the Plan or otherwise. The Grantee shall have the right to vote the Award LTIP Units if and when voting is allowed under the LP Agreement, regardless of whether vesting has occurred.

5. Incorporation of Plan . This Agreement is subject in all respects to the terms, conditions, limitations and definitions contained in the Plan. In the event of any discrepancy or inconsistency between this Agreement or any Service Agreement and the Plan, the terms and conditions of the Plan shall control. In the event of any discrepancy or inconsistency between this Agreement and any Service Agreement, the terms and conditions of the Service Agreement shall control.

6. Restrictions on Transfer . None of the Award LTIP Units granted hereunder shall be sold, assigned, transferred, pledged, hypothecated, given away or in any other manner disposed of, encumbered, whether voluntarily or by operation of law (each such action a “ Transfer ”), or redeemed in accordance with the LP Agreement (i) prior to vesting, (ii) for a

period of two (2) years beginning on the Grant Effective Date other than in connection with a Change of Control, or (iii) unless such Transfer is in compliance with all applicable securities laws (including, without limitation, the Securities Act of 1933, as amended (the “ Securities Act ”)), and such Transfer is in accordance with the applicable terms and conditions of the LP Agreement; provided that, upon the approval of, and subject to the terms and conditions specified by, the Committee, Non-Vested LTIP Units that have been held for a period of at least two (2) years beginning on the Grant Effective Date may be Transferred to (w) the spouse, children or grandchildren of the Grantee (“ Immediate Family Members ”), (x) a trust or trusts for the exclusive benefit of the Grantee and such Immediate Family Members, (y) a partnership in which the Grantee and such Immediate Family Members are the only partners, or (z) one or more entities in which the Grantee has a 10% or greater equity interest, provided that the transferee agrees in writing with the Company and the Partnership to be bound by all the terms and conditions of this Agreement and that subsequent transfers of Non-Vested LTIP Units shall be prohibited except those in accordance with this Section 6. In connection with any Transfer of Award LTIP Units granted hereunder, the Partnership may require the Grantee to provide an opinion of counsel, satisfactory to the Partnership, that such Transfer is in compliance with all federal and state securities laws (including, without limitation, the Securities Act). Any attempted Transfer of Award LTIP Units granted hereunder not in accordance with the terms and conditions of this Section 6 shall be null and void, and the Partnership shall not reflect on its records any change in record ownership of any Award LTIP Units as a result of any such Transfer, shall otherwise refuse to recognize any such Transfer and shall not in any way give effect to any such Transfer of any Award LTIP Units. This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

7. Legend . The records of the Partnership evidencing the Award LTIP Units shall bear an appropriate legend, as determined by the Partnership in its sole discretion, to the effect that such LTIP Units are subject to restrictions as set forth herein, in the Plan and in the LP Agreement.

8. Tax Matters; Section 83(b) Election . The Grantee hereby agrees to make an election to include in gross income in the year of transfer the Award LTIP Units hereunder pursuant to Section 83(b) of the Internal Revenue Code substantially in the form attached hereto as Exhibit B and to supply the necessary information in accordance with the regulations promulgated thereunder.

9. Withholding and Taxes . No later than the date as of which an amount first becomes includible in the gross income of the Grantee for income tax purposes or subject to the Federal Insurance Contributions Act withholding with respect to the Award LTIP Units granted hereunder, the Grantee will pay to the Company or, if appropriate, any of its Subsidiaries, or make arrangements satisfactory to the Committee regarding the payment of, any United States federal, state or local or foreign taxes of any kind required by law to be withheld with respect to such amount. The obligations of the Company under this Agreement will be conditional on such payment or arrangements, and the Company and its Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to the Grantee.

10. Amendment, Modification . This Agreement may only be modified or amended in a writing signed by the parties hereto, provided that the Grantee acknowledges that the Plan may be amended or discontinued in accordance with Section 16 thereof and that this Agreement may be amended or canceled by the Committee, on behalf of the Company and the Partnership, for the purpose of satisfying changes in law or for any other lawful purpose, so long as no such action shall impair the Grantee’s rights under this Agreement without the Grantee’s written consent. No promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, with respect to the subject matter hereof, have been made by the parties which are not set forth expressly in this Agreement.

11. Complete Agreement . This Agreement (together with those agreements and documents expressly referred to herein, for the purposes referred to herein) embody the complete and entire agreement and understanding between the parties with respect to the subject matter hereof, and supersede any and all prior promises, assurances, commitments, agreements, undertakings or representations, whether oral, written, electronic or otherwise, and whether express or implied, which may relate to the subject matter hereof in any way.

12. Investment Representation; Registration . The Grantee hereby makes the covenants, representations and warranties set forth on Exhibit C attached hereto as of the Grant Effective Date and as of each Vesting Date. All of such covenants, warranties and representations shall survive the execution and delivery of this Agreement by the Grantee. The Grantee shall immediately notify the Partnership upon discovering that any of the representations or warranties set forth on Exhibit C was false when made or have, as a result of changes in circumstances, become false. The Partnership will have no obligation to register under the Securities Act any of the Award LTIP Units or any other securities issued pursuant to this Agreement or upon conversion or exchange of the Award LTIP Units into other limited partnership interests of the Partnership or shares of capital stock of the Company.

13. No Obligation to Continue Employment or Other Service Relationship . Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Agreement to continue to have the Grantee provide services to it or to continue the Grantee in employment and neither the Plan nor this Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate its service relationship with the Grantee or the employment of the Grantee at any time.

14. No Limit on Other Compensation Arrangements . Nothing contained in this Agreement shall preclude the Company from adopting or continuing in effect other or additional compensation plans, agreements or arrangements, and any such plans, agreements and arrangements may be either generally applicable or applicable only in specific cases or to specific persons.

15. Status of Award LTIP Units under the Plan . The Award LTIP Units are both issued as equity securities of the Partnership and granted as “Other Stock-Based Awards” under the Plan. The Company will have the right at its option, as set forth in the LP Agreement, to issue Stock in exchange for partnership units into which Vested LTIP Units may have been converted pursuant to the LP Agreement, subject to certain limitations set forth in the LP Agreement, and such Stock, if issued, will be issued under the Plan. The Grantee acknowledges that the Grantee will have no right to approve or disapprove such election by the Company.

16. Severability . If any term or provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or under any applicable law, rule or regulation, then such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of Award LTIP Units hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award hereunder shall remain in full force and effect).

17. Section 409A . If any compensation provided by this Agreement may result in the application of Section 409A of the Code, the Company shall, in consultation with the Grantee, modify the Agreement in the least restrictive manner necessary in order to, where applicable, (i) exclude such compensation from the definition of “deferred compensation” within the meaning of such Section 409A or (ii) comply with the provisions of Section 409A, other applicable provision(s) of the Code and/or any rules, regulations or other regulatory guidance issued under such statutory provisions and to make such modifications, in each case, without any diminution in the value of the benefits granted hereby to the Grantee.

18. Law Governing . This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Maryland (without reference to the conflict of laws rules or principles thereof).

19. Headings . Section, paragraph and other headings and captions are provided solely as a convenience to facilitate reference. Such headings and captions shall not be deemed in any way material or relevant to the construction, meaning or interpretation of this Agreement or any term or provision hereof.

20. Notices . Notices hereunder shall be mailed or delivered to the Partnership at its principal place of business and shall be mailed or delivered to the Grantee at the address on file with the Partnership or, in either case, at such other address as one party may subsequently furnish to the other party in writing.

21. Counterparts . This Agreement may be executed in two or more separate counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement.

22. Successors and Assigns . The rights and obligations created hereunder shall be binding on the Grantee and his heirs and legal representatives and on the successors and assigns of the Partnership.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have caused this Award to be executed as of .

	DOUGLAS EMMETT, INC.


	By:


	DOUGLAS EMMETT PROPERTIES LP

	By:	DOUGLAS EMMETT MANAGEMENT, INC.
	Its:	General Partner


	By:


	The Grantee

	Grantee Name:

	Street Address:

	City, State, Zip:

EXHIBIT A

FORM OF LIMITED PARTNER SIGNATURE PAGE

The Grantee, desiring to become one of the within named Limited Partners of Douglas Emmett Properties LP, hereby becomes a party to the Agreement of Limited Partnership of Douglas Emmett Properties LP, as amended through the date hereof (the “ Partnership Agreement ”). The Grantee agrees that this signature page may be attached to any counterpart of the Partnership Agreement.

	Signature Line for Limited Partner:


	By:

	Name:

	Dated as of


	Address of Limited Partner:

A- 1

EXHIBIT B

ELECTION TO INCLUDE IN GROSS INCOME IN YEAR OF
TRANSFER OF PROPERTY PURSUANT TO SECTION 83(b)
OF THE INTERNAL REVENUE CODE

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with the regulations promulgated thereunder:

1. The name, address and taxpayer identification number of the undersigned are:

Name:				(the “ Taxpayer ”)

Address:

Social Security No./Taxpayer Identification No.:

2. Description of property with respect to which the election is being made:

LTIP Units in Douglas Emmett Properties LP (the “ Partnership ”).

3. The date on which the LTIP Units were transferred is . The taxable year to which this election relates is calendar year .

4. Nature of restrictions to which the LTIP Units are subject:

(a) With limited exceptions, these LTIP Units are subject to time-based vesting with provided that the Taxpayer remains an [employee][director] of Douglas Emmett, Inc. or its subsidiaries (the “Company” ) through such dates.

(b) With limited exceptions, until the LTIP Units vest, the Taxpayer may not transfer any portion of the LTIP Units without the consent of the Partnership.

5. The fair market value at time of transfer (determined without regard to any restrictions other than restrictions which by their terms will never lapse) of the LTIP Units with respect to which this election is being made was $0 per LTIP Unit pursuant to the liquidation value method of IRS Notice 2005-43.

6. The amount paid by the Taxpayer for the LTIP Units was $0 per LTIP Unit.

B- 1

7. A copy of this statement has been furnished to the Partnership and to its general partner, Douglas Emmett Management, Inc.

Dated:
			Print Name

B- 2

EXHIBIT C

GRANTEE’S COVENANTS, REPRESENTATIONS AND WARRANTIES

The Grantee hereby represents, warrants and covenants as follows:

1 The Grantee has received and had an opportunity to review the following documents (the “ Background Documents ”):

· The latest Annual Report to Stockholders that has been provided to stockholders;

· The Company’s Proxy Statement for its most recent Annual Meeting of Stockholders;

· The Company’s Report on Form 10-K for the most recent fiscal year ended more than 60 days before the date hereof;

· The Company’s Form 10-Q for the most recently ended quarter if one has been filed by the Company with the Securities and Exchange Commission since the filing of the Form 10-K described in clause 1.3 above;

· Each of the Company’s Current Report(s) on Form 8-K, if any, filed since the end of the fiscal year most recently ended for which a Form 10-K has been filed by the Company;

· The Agreement of Limited Partnership of Douglas Emmett Properties LP;

· The Company’s 2016 Omnibus Stock Incentive Plan; and

· The Company’s Amended and Restated Certificate of Incorporation.

The Grantee also acknowledges that any delivery of the Background Documents and other information relating to the Company and the Partnership prior to the determination by the Partnership of the suitability of the Grantee as a holder of Award LTIP Units shall not constitute an offer of Award LTIP Units until such determination of suitability shall be made.

2. The Grantee either (A) is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), or (B) by reason of the business and financial experience of the Grantee, together with the business and financial experience of those persons, if any, retained by the Grantee to represent or advise him or her with respect to the grant to him or her of LTIP Units, the potential conversion of LTIP Units into common units of the Partnership (“Common Units”) and the potential redemption of such Common Units for shares of common stock in the Company (“Shares”), has such knowledge, sophistication and experience in financial and business matters and in making investment decisions of this type that the Grantee (I) is capable of evaluating the merits and risks of an investment in the Partnership and potential investment in the Company and of making an informed investment decision, (II) is capable of protecting his or her own interest or has engaged representatives or advisors to assist him or her in protecting his or her its interests, and (III) is capable of bearing the economic risk of such investment.

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3. The Grantee understands that (A) the Grantee is responsible for consulting his or her own tax advisors with respect to the application of the U.S. federal income tax laws, and the tax laws of any state, local or other taxing jurisdiction to which the Grantee is or by reason of the award of LTIP Units may become subject, to his or her particular situation; (B) the Grantee has not received or relied upon business or tax advice from the Company, the Partnership or any of their respective employees, agents, consultants or advisors, in their capacity as such; (C) the Grantee provides or will provide services to the Partnership on a regular basis and in such capacity has access to such information, and has such experience of and involvement in the business and operations of the Partnership, as the Grantee believes to be necessary and appropriate to make an informed decision to accept this Award of LTIP Units; and (D) an investment in the Partnership and/or the Company involves substantial risks. The Grantee has been given the opportunity to make a thorough investigation of matters relevant to the LTIP Units and has been furnished with, and has reviewed and understands, materials relating to the Partnership and the Company and their respective activities (including, but not limited to, the Background Documents). The Grantee has been afforded the opportunity to obtain any additional information (including any exhibits to the Background Documents) deemed necessary by the Grantee to verify the accuracy of information conveyed to the Grantee. The Grantee confirms that all documents, records, and books pertaining to his or her receipt of LTIP Units which were requested by the Grantee have been made available or delivered to the Grantee. The Grantee has had an opportunity to ask questions of and receive answers from the Partnership and the Company, or from a person or persons acting on their behalf, concerning the terms and conditions of the LTIP Units. The Grantee has relied upon, and is making its decision solely upon, the Background Documents and other written information provided to the Grantee by the Partnership or the Company. The Grantee did not receive any tax, legal or financial advice from the Partnership or the Company and, to the extent it deemed necessary, has consulted with its own advisors in connection with its evaluation of the Background Documents and this Agreement and the Grantee’s receipt of LTIP Units.

4. The LTIP Units to be issued, the Common Units issuable upon conversion of the LTIP Units and any Shares issued in connection with the redemption of any such Common Units will be acquired for the account of the Grantee for investment only and not with a current view to, or with any intention of, a distribution or resale thereof, in whole or in part, or the grant of any participation therein, without prejudice, however, to the Grantee’s right (subject to the terms of the LTIP Units, the Plan and this Agreement) at all times to sell or otherwise dispose of all or any part of his or her LTIP Units, Common Units or Shares in compliance with the Securities Act, and applicable state securities laws, and subject, nevertheless, to the disposition of his or her assets being at all times within his or her control.

5. The Grantee acknowledges that (A) neither the LTIP Units to be issued, nor the Common Units issuable upon conversion of the LTIP Units, have been registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or Common Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by the Partnership and the Company on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Grantee contained herein, (C) such LTIP Units, or Common Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption

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from registration is available, (D) there is no public market for such LTIP Units and Common Units and (E) neither the Partnership nor the Company has any obligation or intention to register such LTIP Units or the Common Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take any action that would make available any exemption from the registration requirements of such laws, except, that, upon the redemption of the Common Units for Shares, the Company currently intends to issue such Shares under the Plan and pursuant to a Registration Statement on Form S-8 under the Securities Act, to the extent that (I) the Grantee is eligible to receive such Shares under the Plan at the time of such issuance and (II) the Company has filed an effective Form S-8 Registration Statement with the Securities and Exchange Commission registering the issuance of such Shares. The Grantee hereby acknowledges that because of the restrictions on transfer or assignment of such LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units which are set forth in the Partnership Agreement and this Agreement, the Grantee may have to bear the economic risk of his or her ownership of the LTIP Units acquired hereby and the Common Units issuable upon conversion of the LTIP Units for an indefinite period of time.

6. The Grantee has determined that the LTIP Units are a suitable investment for the Grantee.

7. No representations or warranties have been made to the Grantee by the Partnership or the Company, or any officer, director, shareholder, agent, or affiliate of any of them, and the Grantee has received no information relating to an investment in the Partnership or the LTIP Units except the information specified in this Paragraph (b).

8. So long as the Grantee holds any LTIP Units, the Grantee shall disclose to the Partnership in writing such information as may be reasonably requested with respect to ownership of LTIP Units as the Partnership may deem reasonably necessary to ascertain and to establish compliance with provisions of the Internal Revenue Code of 1986, as amended (the “ Code ”), applicable to the Partnership or to comply with requirements of any other appropriate taxing authority.

9. The Grantee hereby agrees to make an election under Section 83(b) of the Code with respect to the LTIP Units awarded hereunder, and has delivered with this Agreement a completed, executed copy of the election form attached to this Agreement as Exhibit B . The Grantee agrees to file the election (or to permit the Partnership to file such election on the Grantee’s behalf) within thirty (30) days after the Award of the LTIP Units hereunder with the IRS Service Center at which such Grantee files his or her personal income tax returns, and to file a copy of such election with the Grantee’s U.S. federal income tax return for the taxable year in which the LTIP Units are awarded to the Grantee.

10. The address set forth on the signature page of this Agreement is the business address of the Grantee who is a resident of the country and state in which such address is sited. The Grantee has no present intention of becoming a resident of any other country, state or jurisdiction.

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11. The representations of the Grantee as set forth above are true and complete to the best of the information and belief of the Grantee, and the Partnership shall be notified promptly of any changes in the foregoing representations.

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