EXHIBIT
10.10


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This Executive Employment Agreement (“Agreement”) is
made between Alexandria Real Estate Equities, Inc. (the “Company”) and Dean
Shigenaga (“Employee”), effective as of January 1, 2007 (the “Effective Date”).


 


RECITALS


 


Whereas, Employee
is currently employed by the Company as its Chief Financial Officer (“CFO”),
pursuant to an offer letter agreement dated December 5, 2000 (the “Offer Letter”);
and


 


Whereas,
the Company desires to continue to employ Employee as a Senior Vice President
and its CFO, and Employee is willing to continue such employment by the
Company, on the terms and subject to the conditions set forth in this
Agreement.


 


AGREEMENT


 


Now, Therefore,
in consideration of the mutual promises and subject to the terms and conditions
set forth herein, the parties hereto agree as follows:


 


SECTION 1.        POSITION; DUTIES; LOCATION.


 


Employee agrees to be employed by and to serve
the Company as a Senior Vice President and CFO, and the Company agrees to
employ and retain Employee in such capacity. In addition, Employee agrees to
serve in such capacities for the Company’s subsidiaries, and in such additional
capacities consistent with Employee’s current position as a senior executive of
the Company, as may be determined by the Board of Directors of the Company (the
“Board”). Employee shall devote such of his business time, energy, and skill to
the affairs of the Company and its subsidiaries as shall be necessary to
perform the duties of such positions. Notwithstanding the foregoing, and
subject to any written policies of the Company, nothing in this Agreement shall
preclude Employee from (i) engaging in charitable and community affairs and
not-for-profit activities, so long as they are consistent with his duties and responsibilities
under this Agreement; (ii) managing his personal investments; (iii)
serving on the boards of directors of non-profit companies; and (iv) serving on
the boards of directors of other for-profit companies; provided, however, that,
prior to accepting a position on any such for-profit board of directors,
Employee shall obtain the approval of the Board (or, if applicable, the
appropriate committee thereof), which shall not be unreasonably withheld; and
provided, further, however, that Employee shall submit to the Board (or the
appropriate committee thereof) a list of any for-profit boards of directors on
which Employee is serving as of the Effective Date of this Agreement. Employee
shall report to the Company’s Chief Executive Officer. Employee shall be based
in Los Angeles, except for required travel on the Company’s business.


 

















 


SECTION 2.        COMPENSATION AND OTHER BENEFITS.


 


In consideration of Employee’s employment, and
except as otherwise provided herein, Employee shall receive from the Company the
compensation and benefits described in this Section 2. Employee authorizes the
Company to deduct and withhold from all compensation to be paid to Employee any
and all sums required to be deducted or withheld by the Company pursuant to the
provisions of any federal, state, or local law, regulation, ruling, or
ordinance, including, but not limited to, income tax withholding and payroll
taxes.


 


2.1                               Base
Salary. Subject to the terms and conditions set forth
herein, the Company agrees to pay Employee a base salary at the rate of
$275,000 per year, less standard payroll deductions and withholdings, payable
on the Company’s regular payroll schedule (the “Base Salary”). Employee’s Base
Salary shall be reviewed no less frequently than on each anniversary of the Effective
Date by the Board (or such committee as may be appointed by the Board for such
purpose). The Base Salary payable to Employee shall be increased on each such
anniversary date (and such other times as the Board or a committee of the Board
may deem appropriate) to an amount determined by the Board (or a committee of
the Board). Each such new Base Salary shall become the base for each successive
annual increase; provided, however, that such increase, at a minimum, shall be
equal to the cumulative cost-of-living increment as reported in the “Consumer
Price Index, Los Angeles, California, All Items,” published by the U.S.
Department of Labor (using January 1, 2007 as the base date for comparison). Any
increase in Base Salary or other compensation shall in no way limit or reduce
any other obligations of the Company hereunder and, once established at an
increased specified rate, Employee’s Base Salary shall not be reduced unless
Employee otherwise agrees in writing.


 


2.2                               Bonus. Employee shall
be eligible to receive a bonus for each fiscal year of the Company in an amount
to be determined in the sole discretion of the Board (or a committee of the
Board) based upon its evaluation of Employee’s performance and the performance
of the Company during such year and such other factors and conditions as the
Board (or a committee of the Board) deems relevant. Any such bonus shall be
payable within 185 days after the end of the Company’s fiscal year to which
such bonus relates (the “Bonus Year”); provided that, in the event that
Employee terminates employment with the Company for any reason other than a
termination by the Company for Cause, after the end of the Bonus Year and prior
to the date when such bonuses are paid by the Company to senior executives,
then Employee shall receive the same bonus that would have been awarded to
Employee in the absence of such termination and it shall be paid to Employee at
the same time that bonuses are paid by the Company to other senior executives.


 


2.3                               Restricted
Stock; Options. Effective as of the date of approval by the
Compensation Committee of the Board (the “Compensation Committee”), Employee
shall be granted 1,000 shares (the “Signing Bonus Shares”) of restricted
Company stock, as a signing bonus in recognition of, among other things,
Employee’s performance during Employee’s previous period of employment, which
shares shall vest in two equal annual increments as follows, provided that
Employee remains employed at the Company on the applicable vesting date:  500 shares shall vest on May 31, 2008, and
500 shares shall vest on May 31, 2009. Employee shall also be eligible for
additional equity awards from time to time as shall be determined by the
Compensation Committee in its sole discretion, and subject to such vesting,
exercisability, and other provisions as the Compensation Committee may
determine in its discretion, after reviewing the performance of both Employee
and the Company. Any new equity awards and any equity awards that Employee has
already been granted by the Company prior to the execution of this Agreement
shall be governed in all respects by the terms of the applicable stock option
or restricted stock agreements, grant notice and plan documents. This Agreement
does not


 

















 


alter
or affect any equity awards previously granted to Employee by the Company
(whether in the form of stock options or shares of restricted stock), except as
specifically provided in Sections 3.4(b) and 3.7(b) hereof.


 


2.4                               Vacation.
Employee shall be entitled to accrue and use paid vacation in accordance
with the terms of the Company’s vacation policy and practices.


 


2.5                               Other
Benefits. Employee shall be eligible to participate in such of
the Company’s benefit and deferred compensation plans as may be made available
to executive officers of the Company, including, without limitation, the
Company’s stock incentive plans, annual incentive compensation plans, profit
sharing/pension plans, deferred compensation plans, annual physical
examinations, dental plans, vision plans, sick pay, medical plans, personal
catastrophe and accidental death insurance plans, financial planning,
automobile arrangements, retirement plans and supplementary executive
retirement plans, if any. For purposes of establishing the length of service
under any benefit plans or programs of the Company, Employee’s employment with
the Company shall be deemed to have commenced on December 27, 2000.


 


2.6                               Reimbursement
for Expenses.  The Company shall reimburse Employee for
all reasonable out-of-pocket business expenses (including, but not limited to,
business entertainment expenses) incurred by Employee for the purpose of and in
connection with the performance of his services pursuant to this Agreement. Employee
shall be entitled to such reimbursement upon the presentation by Employee to
the Company of vouchers or other statements itemizing such expenses in
reasonable detail consistent with the Company’s policies. In addition, Employee
shall be entitled to reimbursement for: (i) dues and membership fees in
professional organizations and industry associations in which Employee is
currently a member or becomes a member; and (ii) appropriate industry seminars
and mandatory continuing education.


 


SECTION 3.        TERMINATION; SEVERANCE.


 


3.1                               Termination. Employee is employed at-will,
meaning that either the Company or Employee may terminate Employee’s employment
at any time, with or without Cause, subject to the terms and conditions set
forth herein.


 


3.2                               Compensation and Benefits Upon
Termination. Upon the
termination of Employee’s employment for any reason, the Company shall pay
Employee all of Employee’s accrued and unused vacation and unpaid Base Salary
earned through Employee’s last day of employment (the “Separation Date”).


 


3.3                               Termination For Cause. The Company shall be entitled to terminate
this Agreement for Cause (as defined herein) immediately upon written notice to
Employee, which notice shall specify the reason for and the effective date of
such termination. In that event, the Company shall pay Employee the
compensation set forth in Section 3.2 of this Agreement, and Employee shall not
be entitled to any further compensation from the Company, including severance
benefits.


 


3.4                               Termination Without Cause. The Company shall be entitled to terminate
Employee’s employment without Cause (as defined herein) immediately upon
written notice to Employee. In that event, the Employee shall receive the
following severance benefits:


 

















 


(a)                                  Salary
Continuation. The Company shall pay Employee severance in the form
of continuation of Base Salary for a period of one (1) year following the
Separation Date, less standard payroll deductions and withholdings. The Company’s
obligation to provide, or continue to provide, such severance payments will
cease immediately and in full in the event that you materially breach any of
your continuing obligations to the Company (including, but not limited to, any
continuing obligations under this Agreement or the Proprietary Information
Agreement (as defined in Section 4.1)).


 


(b)                                  Accelerated
Vesting. The Company shall accelerate the vesting of any
equity awards previously granted to Employee by the Company (whether in the
form of stock options or shares of restricted stock) such that the shares that
would have vested in the one (1) year period following the Separation Date, had
Employee’s employment not been terminated, shall be deemed vested as of the
Separation Date; provided, however, that if Employee’s employment is terminated
without Cause following a Change in Control, the Company shall accelerate the
vesting of any equity awards previously granted to Employee by the Company such
that all of the unvested shares shall be deemed vested as of the Separation
Date.


 


(c)                                  Bonus. The Company
shall pay Employee a bonus for the year in which the Separation Date occurs in
the amount that Employee earned for the previous year, if any.


 


(d)                                  Restricted
Stock Grants. The Company shall grant to Employee, fully vested,
the pro rata amount of:  (1) any annual
performance-based grants of restricted stock that may have been determined by
the Compensation Committee for the Company’s fiscal year prior to the fiscal
year in which the Separation Date occurs but which have not yet been made to
Employee as of the Separation Date; or (2) in the event that such annual
performance-based grants have not yet been determined for the Company’s fiscal
year prior to the fiscal year in which the Separation Date occurs, the average
of the amounts of any such grants that Employee received during the preceding
two fiscal years. In either event, the proration shall be based on the number
of months of completed service during the fiscal year of termination divided by
twelve (12).


 


3.5                               Termination Upon Death or
Disability. The Agreement
shall terminate immediately upon Employee’s death or Disability (as defined
herein). In that event, the Company shall provide Employee with the
compensation set forth in Section 3.2 of this Agreement, as well as the
severance benefits set forth in Sections 3.4(a) and (b); provided that the full
acceleration of vesting provided for a termination without Cause following a
Change in Control shall not apply in the event of a termination for death or
Disability.


 


3.6                               Resignation. Employee shall be entitled to resign at any
time upon written notice to the Company thirty (30) days prior to the effective
date of such resignation, which shall be specified in Employee’s notice of
resignation. Unless Employee’s resignation is for Good Reason following a
Change in Control, upon Employee’s resignation, the Company shall pay Employee
the compensation set forth in Section 3.2 of this Agreement, and Employee shall
not be entitled to any further compensation from the Company, including
severance benefits.


 


3.7                               Resignation For Good Reason
Following A Change In Control. Employee
shall be entitled to terminate this Agreement for Good Reason following a
Change in Control (as defined in Section 3.9(c)). In that event, the Employee
shall receive the following severance benefits:


 


(a)                                  Salary
Continuation. The Company shall pay Employee severance in the form
of continuation of Base Salary for a period of one (1) year following the
Separation Date, less standard payroll deductions and withholdings. 


 

















 


The
Company’s obligation to provide, or continue to provide, such severance
payments will cease immediately and in full in the event that you materially
breach any of your continuing obligations to the Company (including, but not
limited to, any continuing obligations under this Agreement or the Proprietary
Information Agreement).


 


(b)                                  Accelerated
Vesting. The Company shall accelerate the vesting of any
equity awards previously granted to Employee by the Company (whether in the
form of stock options or shares of restricted stock) such that all of the
unvested shares shall be deemed vested as of the Separation Date.


 


(c)                                  Bonus. The Company
shall pay Employee a bonus for the year in which the Separation Date occurs in
the amount that Employee earned for the previous year, if any.


 


(d)                                  Restricted
Stock Grants. The Company shall grant to Employee, fully vested,
the pro rata amount of:  (1) any annual
performance-based grants of restricted stock that may have been determined by
the Compensation Committee for the Company’s fiscal year prior to the fiscal
year in which the Separation Date occurs but which have not yet been made to
Employee as of the Separation Date; or (2) in the event that such annual
performance-based grants have not yet been determined for the Company’s fiscal
year prior to the fiscal year in which the Separation Date occurs, the average
of the amounts of any such grants that Employee received during the preceding
two fiscal years. In either event, the proration shall be based on the number
of months of completed service during the fiscal year of termination divided by
twelve (12).


 


3.8                               Release. As a condition to receipt of any severance
benefits under this Agreement, Employee shall be required to provide the
Company with an effective general release of any and all known and unknown
claims against the Company and its officers, directors, employees,
shareholders, parents, subsidiaries, successors, agents, and affiliates,
substantially in the form attached hereto as Exhibit A.


 


3.9                               Definitions. For purposes of this Agreement, the following
definitions shall apply:


 


(a)                                  Disability. The
term “disability” shall mean a physical or mental disability that renders
Employee unable to perform one or more of the essential functions of his job,
as determined by the Board, for a period of 180 days during any 365 day period.


 


(b)                                  Cause. For purposes of
this Agreement, “Cause” shall mean (1) Employee’s conviction of any felony
involving moral turpitude, fraud or dishonesty; (2) Employee’s persistent
unsatisfactory performance of job duties; or (3) Employee’s material violation
or breach of any Company policy or statutory, fiduciary, or contractual duty to
the Company, provided that in the event that the Cause described above is
reasonably susceptible of being cured, the Company shall provide notice to the
Employee describing the nature of such Cause and the Employee shall thereafter
have fifteen (15) days to cure.


 


(c)                                  Good
Reason Following A Change In Control. Following a Change in
Control (as defined in Section 3.9(d) below), “Good Reason” shall mean, without
the Employee’s express written consent, the occurrence of any of the following
circumstances, which breach is not fully corrected within thirty (30) days
after written notice thereof specifying the nature of such breach has been
delivered to the Company: (1) the assignment to the Employee of any duties
inconsistent with the


 

















 


position
in the Company that the Employee held immediately prior to the Change in
Control, or an adverse alteration in the nature or status of the Employee’s
responsibilities from those in effect immediately prior to such change; (2) a
reduction by the Company in the Employee’s annual base salary as in effect on
the date hereof or as the same may be increased from time to time; (3) the
relocation of the Employee’s offices to a location outside the greater Los
Angeles metropolitan area (or, if different, the metropolitan area in which
such offices are located immediately prior to the Change in Control), or
requiring Employee to travel on Company business to an extent not substantially
consistent with Employee’s business travel obligations immediately prior to the
Change in Control; (4) the failure by the Company to pay the Employee any
portion of his current compensation except pursuant to an across-the-board
compensation deferral similarly affecting all the Employees of the Company and
all the Employees of any entity whose actions resulted in a Change in Control,
or to pay Employee any portion of an installment of deferred compensation under
any deferred compensation program of the Company, within seven (7) days of the
date such compensation is due; (5) the failure by the Company to continue in
effect any compensation plan in which the Employee participates immediately
prior to the Change in Control which is material to the Employee’s total
compensation, unless an equitable arrangement (embodied in an ongoing substitute
or alternative plan) has been made with respect to such plan, or the failure by
the Company to continue Employee’s participation therein (or in such substitute
or alternative plan) on a basis not materially less favorable, both in terms of
the amount of benefits provided and the level of participation relative to
other participants, as existed at the time of the Change in Control; (6) the
failure by the Company to continue to provide Employee with benefits
substantially similar to those under any of the Company’s directors and
officers liability insurance, life insurance, medical, health and accident, or
disability plans in which the Employee was participating at the time of the
Change in Control, or the failure by the Company to provide the Employee with
the number of paid vacation days to which he is entitled in accordance with the
Company’s normal vacation policy in effect at the time of the Change in
Control; or (7) the failure of the Company to obtain a satisfactory agreement
from any successor to assume and agree to perform this Agreement.


 


(d)                                  Change
in Control. A “Change in Control” shall be deemed to have
occurred if:


 


(i)                                    any Person, as such term is used in section
3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time
(the “Exchange Act”), as modified and used in sections 13(d) and 14(d) thereof,
except that such term shall not include (A) the Company or any of its
subsidiaries, (B) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any of its affiliates, (C) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (D) a Company owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of stock
of the Company, or (E) a person or group as used in Rule 13d-1(b) under the
Exchange Act, that is or becomes the Beneficial Owner, as such term is defined
in Rule 13d-3 under the Exchange Act, directly or indirectly, of securities of
the Company (not including in the securities beneficially owned by such Person
any securities acquired directly from the Company or its affiliates other than
in connection with the acquisition by the Company or its affiliates of a
business) representing twenty-five percent (25%) or more of the combined voting
power of the Company’s then outstanding securities; or


 


(ii)                                the following individuals cease for any
reason to constitute a majority of the number of directors then serving:
individuals who, on the date hereof, constitute the Board and any new director
(other than a director whose initial assumption of office is in connection with
an actual or threatened election contest, including but not limited to a
consent solicitation, relating to the election of directors of the Company)
whose appointment or election by the Board or nomination for 


 

















 


election
by the Company’s stockholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors on the date hereof or whose appointment, election or nomination for
election was previously so approved or recommended; or


 


(iii)                            there is consummated a merger or
consolidation of the Company with any other Company, other than (A) a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof), in combination with
the ownership of any trustee or other fiduciary holding securities under an
employee benefit plan of the Company or any subsidiary of the Company, at least
seventy-five percent (75%) of the combined voting power of the securities of
the Company or such surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (B) a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired directly
from the Company or its affiliates other than in connection with the
acquisition by the Company or its affiliates of a business) representing
twenty-five percent (25%) or more of the combined voting power of the Company’s
then outstanding securities; or


 


(iv)                               the stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or there is
consummated an agreement for the sale or disposition by the Company of all or
substantially all of the Company’s assets, other than a sale or disposition by
the Company of all or substantially all of the Company’s assets to an entity,
at least seventy-five (75%) of the combined voting power of the voting
securities of which are owned by stockholders of the Company in substantially
the same proportions as their ownership of the Company immediately prior to
such sale.


 


3.10                        No Offset. Employee shall not be required to mitigate
damages under this Agreement by seeking other comparable employment or
otherwise, nor shall Employee’s entitlement to any severance benefit hereunder
be offset by any earned income Employee may receive from employment or
consulting with a third party after his employment with the Company.


 


3.11                        Deferred Compensation. In the event that the Company determines that
any payments hereunder (including but not limited to any severance benefits
under Sections 3.4 (Termination Without Cause), 3.5 (Termination Upon Death or
Disability) or 3.7 (Resignation for Good Reason Following A Change in Control))
fail to satisfy the distribution requirement of Section 409A(a)(2)(A) of the
Internal Revenue Code of 1986 as amended (the “Code”) as a result of Section
409A(a)(2)(B)(i) of the Code, then the payment of such benefits shall not be
made pursuant to the payment schedules provided herein and instead the payment
of such benefits shall be delayed or otherwise restructured to the minimum
extent necessary so that such benefits are not subject to the provisions of
Section 409A(a)(1) of the Code.


 

















 


SECTION
4.                            PROPRIETARY INFORMATION AND
INVENTIONS AGREEMENT.


 


Employee
shall be required to continue compliance with his obligations under the
Employee Proprietary Information and Inventions Agreement with the Company that
Employee executed on December 10, 2000 (the “Proprietary Information Agreement”),
a copy of which is attached as  Exhibit B.


 


SECTION
5.                            COMPANY POLICIES.


 


Employee
shall be required to continue compliance with the Company’s employee policies
and procedures established by the Company from time to time.


 


Section
6.                                          ASSIGNABILITY.


 


This
Agreement is binding upon and inures to the benefit of the parties and their
respective heirs, executors, administrators, personal representatives,
successors and assigns. The Company may assign its rights or delegate its
duties under this Agreement at any time and from time to time. However, the
parties acknowledge that the availability of Employee to perform services and
the covenants provided by Employee hereunder are personal to Employee and have
been a material consideration for the Company to enter into this Agreement. Accordingly,
Employee may not assign any of Employee’s rights or delegate any of Employee’s
duties under this Agreement, either voluntarily or by operation of law, without
the prior written consent of the Company, which may be given or withheld by the
Company in its sole and absolute discretion.


 


SECTION
7.         NOTICES.


 


All notices and other communications under this Agreement shall be in
writing and shall be given by facsimile, first class mail (certified or
registered with return receipt requested), or Federal Express overnight
delivery, and shall be deemed to have been duly given three days after mailing
or twenty-four (24) hours after transmission of a facsimile or Federal Express
overnight delivery (if the receipt of the facsimile or Federal Express
overnight delivery is confirmed) to the respective persons named below:


 


	
  If
  to the Company:

  	
  Alexandria
  Real Estate Equities, Inc.

  
	
   

  	
  385
  E. Colorado Boulevard

  
	
   

  	
  Suite
  299

  
	
   

  	
  Pasadena,
  CA 91101

  
	
   

  	
  Phone:  (626)
  578 0777

  
	
   

  	
   

  
	
  If
  to Employee:

  	
  Dean
  Shigenaga

  
	
   

  	
  c/o
  Alexandria Real Estate Equities, Inc.

  
	
   

  	
  385
  East Colorado Boulevard, Suite 299

  
	
   

  	
  Pasadena,
  CA 91101

  



 


Any
Party may change such Party’s address for notices by notice duly given pursuant
hereto.


 

















 


SECTION 8.        ARBITRATION.


 


To
ensure the timely and economical resolution of disputes that may arise in connection
with Employee’s employment with the Company, Employee and the Company agree
that any and all disputes, claims, or causes of action arising from or relating
to the enforcement, breach, performance, negotiation, execution, or
interpretation of this Agreement, Employee’s employment, or the termination of
Employee’s employment, shall be resolved to the fullest extent permitted by law
by final, binding and confidential arbitration, by a single arbitrator, in Los
Angeles, California, conducted by JAMS under the then applicable JAMS rules. By
agreeing to this arbitration procedure, both Employee and the Company waive the
right to resolve any such dispute through a trial by jury or judge or
administrative proceeding. The arbitrator shall:  (a) have the authority to compel adequate
discovery for the resolution of the dispute and to award such relief as would
otherwise be permitted by law; and (b) issue a written arbitration decision, to
include the arbitrator’s essential findings and conclusions and a statement of
the award. The arbitrator shall be authorized to award any or all remedies that
Employee or the Company would be entitled to seek in a court of law. The
Company shall pay all JAMS’ arbitration fees in excess of the amount of court
fees that would be required if the dispute were decided in a court of law. Nothing
in this Agreement is intended to prevent either Employee or the Company from
obtaining injunctive relief in court to prevent irreparable harm pending the
conclusion of any such arbitration.


 


SECTION 9.        MISCELLANEOUS.


 


9.1                               Entire Agreement. This Agreement, including its exhibits,
contains the full, complete, and exclusive embodiment of the entire agreement
of the parties with regard to the subject matter hereof and supersedes all
prior communications, representations, or agreements, oral or written,
including but not limited to the Offer Letter, and all negotiations and
communications between the parties relating to this Agreement. Employee has not
entered into this Agreement in reliance on any representations, written or
oral, other than those contained herein. Any ambiguity in this document shall
not be construed against either party as the drafter.


 


9.2                               Amendment. This Agreement may not be amended or modified
except by an instrument in writing duly executed by Employee and the Company’s
Chief Executive Officer.


 


9.3                               Applicable Law; Choice of Forum. This Agreement has been made and executed
under, and will be construed and interpreted in accordance with, the laws of
the State of California, without regard to conflict of laws principles.


 


9.4                               Provisions Severable. Every provision of this Agreement is intended
to be severable from every other provision of this Agreement. If any provision
of this Agreement is held to be invalid, illegal or unenforceable, in whole or
in part, such invalidity, illegality or unenforceability shall not affect the
other provisions of this Agreement; and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision had never been contained
herein except to the extent that such provision may be construed and modified
so as to render it valid, lawful, and enforceable in a manner consistent with
the intent of the parties to the extent compatible with the applicable law as
it shall then appear.


 


9.5                               Non-Waiver of Rights and Breaches.
Any waiver by a party of any
breach of any provision of this Agreement will not be deemed to be a waiver of
any subsequent breach of that provision, or of any breach of any other
provision of this Agreement. No failure or delay in exercising any right,
power, or privilege granted to a party under any provision of this Agreement
will be deemed a waiver of that or any other right, power or privilege. No
single or partial exercise of any right, power


 

















 


or
privilege granted to a party under any provision of this Agreement will
preclude any other or further exercise of that or any other right, power or
privilege.


 


9.6                               Headings. The headings of the Sections and Paragraphs
of this Agreement are inserted for ease of reference only, and will have no
effect in the construction or interpretation of this Agreement.


 


9.7                               Counterparts. This Agreement and any amendment or
supplement to this Agreement may be executed in two or more counterparts, each
of which will constitute an original but all of which will together constitute
a single instrument. Transmission by facsimile of an executed counterpart
signature page hereof by a party hereto shall constitute due execution and
delivery of this Agreement by such party.


 


9.8                               Indemnification. In addition to any rights to indemnification
to which Employee may be entitled under the Company’s Charter and By-Laws, the
Company shall indemnify Employee at all times during and after Employee’s
employment to the maximum extent permitted under Section 2-418 of the General
Corporation Law of the State of Maryland or any successor provision thereof and
any other applicable state law, and shall pay Employee’s expenses in defending
any civil or criminal action, suit, or proceeding in advance of the final
disposition of such action, suit, or proceeding, to the maximum extent
permitted under such applicable state laws.


 


In
Witness Whereof, the parties hereto have caused this Agreement to be duly
executed on August 8, 2007, effective as of the Effective Date.


 


	
  ALEXANDRIA REAL ESTATE EQUITIES, INC.

  	
  DEAN SHIGENAGA

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Joel S. Marcus

  	
   

  	
  /s/
  Dean Shigenaga

  	
   

  
	
   

  	
  Joel
  S. Marcus

  	
  Dean
  Shigenaga

  
	
   

  	
  Chief
  Executive Officer

  	
  Chief
  Financial Officer