Exhibit
10.1


 


AMENDED AND
RESTATED


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), made between Alexandria Real Estate Equities, Inc.
(the “Company”) and Dean Shigenaga (“Employee”), amends and restates in its entirety the original
Executive Employment Agreement between the Company and Employee that was
effective as of January 1, 2007, as amended (the “2007
Agreement”).  This Agreement
is effective as of January 1, 2010 (the “Effective
Date”).


 


RECITALS


 


WHEREAS, Employee is employed by the Company as
its Chief Financial Officer (“CFO”), having
initially been party to an offer letter agreement dated December 5, 2000
(the “Offer Letter”); and


 


WHEREAS, the Offer Letter was replaced by the
2007 Agreement effective January 1, 2007, pursuant to which Employee was
employed as a Senior Vice President and the CFO; and


 


WHEREAS, the Company desires to continue to
employ Employee as a Senior Vice President and the CFO, and Employee is willing
to continue such employment by the Company, on the amended and restated 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 continue to be employed by and to continue to serve the Company as a
Senior Vice President and the 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 or different capacities consistent with Employee’s current
position as CFO and 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 be provided or withheld 


 


1

















 


within the Board’s
sole discretion; 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 or thereafter.  Employee
shall continue to report to the Company’s Chief Executive Officer.  Employee shall be based in the Los Angeles
metropolitan area, 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
$305,000 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 (and, including without limitation, for 2010), 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 calendar year of the Company
(each a “Bonus Year”) 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. 
Bonuses are not guaranteed, and the Board may determine that Employee
has not earned a bonus for any Bonus Year.  
Any earned bonus shall be payable within 185 days after the end of the
relevant Bonus Year or as soon thereafter as reasonably practicable, but in no
event after the end of the year following the relevant 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

















 


2.3       Restricted Stock; Options.  Employee shall be eligible for equity awards
from time to time as shall be determined by the Compensation Committee of the
Board (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.  All equity awards shall be governed in all
respects by the terms of the applicable stock option or restricted stock
agreements, grant notice and plan documents, except as specifically provided in
Sections 3.4(b), 3.5 and 3.7(b) hereof. 
Notwithstanding the foregoing or anything in this Agreement to the
contrary, upon a Change in Control (as defined herein), (i) any
outstanding equity awards held by Employee (whether in the form of stock
options or shares of restricted stock) shall become fully vested, and (ii) any
outstanding stock options held by Employee shall become exercisable for their
full terms without regard to the termination of Employee’s employment.


 


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, such service shall be deemed to have commenced on December 27,
2000, which was Employee’s first date of employment with the Company.


 


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.  The amount of
expenses eligible for reimbursement pursuant to this Section 2.6 during a
calendar year shall not affect the amount of expenses eligible for
reimbursement in any other calendar year. 
Without extending the time of payment that would apply in the absence of
this sentence, the Company shall reimburse Employee for any expense eligible
for reimbursement pursuant to this Section 2.6 on or before the end of the
calendar year following the calendar year in which the expense was
incurred.  The Company shall pay Employee
for all reasonable attorney’s fees, disbursements and costs incurred by
Employee in connection with the negotiation, preparation and execution of this
Agreement, within 15 days following presentation of invoices which have been
paid.


 


3

















 


SECTION 3.   TERM AND
TERMINATION; SEVERANCE.


 


3.1       Term And Termination.  The
term of this Agreement (the “Term”) shall be
for a period commencing on January 1, 2010 and ending on December 31,
2012, unless terminated earlier pursuant to this Agreement; provided however, that commencing on January 1, 2013,
and on each subsequent anniversary thereof, the Term shall be automatically
extended for one (1) additional year unless, no later than six (6) months
before such date, either party shall have given written notice to the other
that it does not wish to extend the Term of this Agreement (which notice may be
given for any reason).  References herein
to the Term shall refer to both the initial Term and any such extended
Term.  In the event that the Agreement
terminates at the end of the Term due to timely notice of non-renewal by either
party for any reason, Employee shall be entitled to compensation pursuant to Section 3.2.  In addition, if the Company is the party
providing for non-renewal of the Agreement, then Employee shall receive the
following:  (a) if such termination
due to non-renewal of the Agreement is effective on or following a Change in
Control (as defined herein), then Employee shall be entitled to severance
benefits pursuant to Section 3.4; and (b) if such termination due to
non-renewal of the Agreement is effective prior to a Change in Control, then
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 that, Employee satisfies the
Release requirement provided under Section 3.8).


 


3.2       Compensation Upon
Termination. Upon the
termination of Employee’s employment for any reason, including termination due
to expiration of the Term, 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.  At
any time, 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, and Employee shall not be
entitled to any further compensation from the Company, including severance
benefits.


 


3.4       Termination Without
Cause During The Term And Not In Connection With A Change In Control;
Termination Due To Non-Renewal Of The Agreement By Company On Or Following A
Change In Control.  The Company shall be entitled to terminate
Employee’s employment without Cause during the Term immediately upon written
notice to Employee.  In that event, and
provided that Employee is not eligible for severance benefits under Section 3.7
(Termination Without Cause or Resignation For Good Reason During The Term And
Following A Change In Control), or in the event that Employee’s employment
terminates due to non-renewal of the Agreement by the Company on or following a
Change in Control, Employee shall receive the following severance benefits:


 


(a)        Salary Continuation.     The
Company shall pay Employee 


 


4

















 


severance in an
amount equal to one (1) year of Base Salary, less standard payroll
deductions and withholdings, and paid in accordance with Section 3.9.  The Company’s obligation to provide, or
continue to provide, such severance payments will cease immediately and in full
in the event that Employee materially breaches any of his continuing
obligations to the Company (including, but not limited to, any continuing
obligations under this Agreement or the Proprietary Information Agreement (as
defined herein)).


 


(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 of the bonus that
Employee earned for the previous year, if any, or, if such amount has not been
determined at the time of termination, for the previous year (provided that, if termination is on or after a Change in
Control, and Section 3.7 does not apply, the amount shall in no event be
lower than the highest actual bonus amount received by Employee for the two (2) calendar
years preceding the calendar year in which the Change in Control occurs).


 


(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 already then
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 (or, if termination is on or after a
Change in Control and Section 3.7 does not apply, the average shall be no
lower than the average of the two (2) annual grants received by Employee
for the two (2) calendar years preceding the calendar year in which Change
in Control occurs).  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).


 


(e)        Continued Health Benefits.  If Employee timely elects to continue his
coverage under the Company’s health insurance plans in accordance with the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)
and any analogous provisions of state law, the Company shall pay the applicable
premiums for such continued coverage throughout the twelve (12)-month period
following the Separation Date; provided, however,
that (i) the Company shall not be required to make any such payments after
such time as Employee becomes entitled to receive similar health insurance
coverage from another employer or recipient of Employee’s services, and (ii) any
applicable premiums that are paid by the Company shall not include any amounts
payable by Employee under an Internal Revenue Code Section 125 health care
reimbursement plan, which amounts, if any, are the sole responsibility of
Employee.


 


5

















 


3.5       Termination During The
Term Upon Death Or Disability.  The Agreement shall terminate
immediately during the Term 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, as
well as the severance benefits set forth in Sections 3.4(a) and (b).


 


3.6       Resignation During The
Term.  Employee shall be entitled to resign at any
time during the Term 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 (as defined
herein), upon Employee’s resignation, the Company shall pay Employee the
compensation set forth in Section 3.2, and Employee shall not be entitled
to any further compensation from the Company, including severance benefits.


 


3.7       Termination Without Cause
Or Resignation For Good Reason During The Term And Following A Change In
Control.  Upon or within two (2) years
following a Change in Control, the Company, during the Term, shall be entitled
to terminate Employee’s employment without Cause immediately upon written
notice to Employee, and Employee, during the Term, shall be entitled to
terminate this Agreement for Good Reason in accordance with Section 3.10(c).  In either event, Employee shall receive the
following severance benefits:


 


(a)        Salary Continuation.  The Company shall pay Employee severance in
an amount equal to two (2) years of Base Salary, less standard payroll
deductions and withholdings, and paid in accordance with Section 3.9.  The Company’s obligation to provide, or
continue to provide, such severance payments will cease immediately and in full
in the event that Employee materially breaches any of his continuing
obligations to the Company (including, but not limited to, any continuing
obligations under this Agreement or the Proprietary Information Agreement (as
defined herein)).


 


(b)        Accelerated Vesting.  To
the extent not previously accelerated pursuant to Section 2.3, 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 an amount equal to two (2) times
the amount of the bonus that Employee earned for the previous year, if any, or,
if such amount has not been determined at the time of termination, two (2) times
the amount for the previous year (provided that,
the amount shall in no event be lower than two (2) times the highest
actual bonus amount received by Employee for the two (2) calendar years
preceding the calendar year in which the Change in Control occurs).


 


(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 already then
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 


 


6

















 


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 (provided that, the average shall
be no lower than the average of the two (2) annual grants received by
Employee for the two (2) calendar years preceding the calendar year in
which Change in Control occurs).  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).


 


(e)        Continued Health Benefits.  If Employee timely elects to continue his
coverage under the Company’s health insurance plans in accordance with COBRA
and any analogous provisions of state law, the Company shall pay the applicable
premiums for such continued coverage throughout the twelve (12)-month period
following the Separation Date; provided, however,
that (i) the Company shall not be required to make any such payments after
such time as Employee becomes entitled to receive similar health insurance
coverage from another employer or recipient of Employee’s services, and (ii) any
applicable premiums that are paid by the Company shall not include any amounts
payable by Employee under an Internal Revenue Code Section 125 health care
reimbursement plan, which amounts, if any, are the sole responsibility of
Employee.


 


3.8       Release.  As a
condition to receipt of any accelerated vesting or severance benefits under
this Agreement, Employee (or his estate, in the event of Employee’s death)
shall be required to provide the Company with an effective general release of
any and all known and unknown claims against the Company and other specifically
identified released parties, substantially in the form attached hereto as Exhibit A (the “Release”)  within the applicable time period set forth in the specific
form of Release provided to Employee by the Company, but in no event more than
sixty (60) days following the Separation Date.


 


3.9       Payment Of Severance
Benefits; Section 409A.  In the event that Employee is entitled to any severance benefits
pursuant to Section 3.4, 3.5 or 3.7 of this Agreement (other than any
accelerated vesting under Section 3.4(b), 3.5 or 3.7(b)), such severance
benefits shall be payable as follows: (1) any payment of Base Salary
pursuant to Section 3.4(a), 3.5, or 3.7(a) shall be made in the form
of substantially equal installments for a period of one (1) year following
the Separation Date (with respect to any termination of employment pursuant to Section 3.4(a) or
3.5) or two (2) years following the Separation Date (with respect to any
termination of employment pursuant to Section 3.7(a)), provided that any
payments delayed pending the effectiveness of the Release shall be paid in
arrears no later than ten (10) days after such effective date; (2) any
payment of bonus pursuant to Section 3.4(c) or 3.7(c) shall be
made in the form of a lump sum within ten (10) days following the
effective date of the Release; and (3) any restricted stock grants
pursuant to Section 3.4(d) or 3.7(d) shall be made in full
within thirty (30) days following the effective date of the Release; the
parties being in agreement that none of the foregoing is “deferred compensation”
under Section 409A (as defined below), except for amounts under the
foregoing clause (1) that are payable and paid more than two and one-half
(2 1⁄2) months following the end of the calendar year in which Employee’s
Separation from Service (as defined below) occurs; provided,
however, that:


 


7

















 


(a)        payment of such amounts and any other
amounts or benefits provided under this Agreement in connection with Employee’s
termination of employment that constitute “deferred compensation” within the
meaning of Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”) and the regulations and other
guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with
Employee’s termination of employment unless and until Employee has also
incurred a “separation from service” (as such term is defined in Treasury
Regulations Section 1.409A-1(h) (“Separation
From Service”)), unless the Company reasonably determines that such
amounts and benefits may be provided to Employee without causing Employee to
incur the adverse personal tax consequences under Section 409A; and


 


(b)        it is intended that (i) each installment
of any amounts or benefits payable under this Agreement be regarded as a
separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i) (and
each such installment is hereby designated as separate for such purpose), (ii) all
payments of any such amounts or benefits satisfy, to the greatest extent
possible, the exemptions from the application of Section 409A provided
under Treasury Regulations Sections 1.409A-1(b)(4) and
1.409A-1(b)(9)(iii), and (iii) any such amounts or benefits consisting of
premiums payable under COBRA also satisfy, to the greatest extent possible, the
exemption from the application of Section 409A provided under Treasury
Regulations Section 1.409A-1(b)(9)(v). 
However, if any such amounts or benefits constitute “deferred
compensation” under Section 409A and Employee is a “specified employee” of
the Company, as such term is defined in Section 409A(a)(2)(B)(i), then,
solely to the extent necessary to avoid the imposition of the adverse personal
tax consequences under Section 409A, the timing of such benefit payments
shall be delayed as follows, provided that the Release has become effective in
accordance with its terms: on the earlier to occur of (a) the date that is
six (6) months and one (1) day after Employee’s Separation From
Service and (b) the date of Employee’s death (such applicable date, the “Delayed Initial Payment Date”), the Company shall (1) pay
Employee a lump sum amount equal to the sum of the benefit payments that
Employee would otherwise have received through the Delayed Initial Payment Date
if the commencement of the payment of the benefits had not been delayed
pursuant to this Section 3.9(b) and (2) commence paying the balance,
if any, of the benefits in accordance with the applicable payment schedule.


 


3.10     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 (but only as to a
termination before a Change in Control); or (3) Employee’s material
violation or breach of any Company policy (as in effect prior to a Change in
Control) or statutory, fiduciary, or contractual duty to the Company, provided
that the Company shall provide notice to Employee describing the nature of 


 


8

















 


such Cause and
Employee shall thereafter have thirty (30) days to cure.  In order to terminate this Agreement for
Cause, the Company must provide written notice to Employee of the occurrence of
one or more of the foregoing circumstances within ninety (90) days following
the initial occurrence of the circumstance; provided, however,
that if the circumstance is part of an ongoing or series of actions or behavior
that the Company considers to be Cause, the Company shall be entitled to
provide such written notice to Employee within ninety (90) days following any
occurrence of such action or behavior.


 


(c)        Good Reason.  Following
a Change in Control, “Good Reason”
shall mean, without Employee’s express written consent, the occurrence of any
of the following circumstances: (1) the assignment to Employee of any
duties materially inconsistent with the position in the Company that Employee
held immediately prior to the Change in Control, or a materially adverse
alteration in the nature or status of Employee’s responsibilities from those in
effect immediately prior to the Change in Control; (2) a material
reduction by the Company in Employee’s Base Salary as in effect on the date
hereof or as the same may be increased from time to time; (3) the
relocation of 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 materially greater than
Employee’s business travel obligations immediately prior to the Change in
Control; (4) the failure by the Company to pay Employee any material
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 material portion of an installment of deferred
compensation under any deferred compensation program of the Company, in each
case 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
Employee participates immediately prior to the Change in Control which is material
to 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) a material reduction in the benefits provided to
Employee under any of the Company’s directors and officers liability insurance,
life insurance, medical, health and accident, or disability plans in which
Employee was participating at the time of the Change in Control, or the failure
by the Company to provide Employee with substantially the same 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. 
In order to terminate this Agreement for Good Reason, Employee must
provide written notice to the Company of the occurrence of one or more of the
foregoing circumstances within ninety (90) days following the initial
occurrence of the circumstance; provided, however,
that the Company shall not be required to provide any benefits under Section 3.7
if it is able to remedy and does remedy such circumstance within a period of
thirty (30) days following such notice.


 


(d)        Change in Control.  A “Change in Control”
shall be deemed to 


 


9

















 


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, or (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)
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


 


10
















 


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.


 


3.11     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.


 


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:


 


11

















 


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


 


With a copy to:


 


Ropes & Gray LLP


1211 Avenue of the Americas


New York, New York  10036


Attention:  Andrew L. Oringer, Esq.


Phone:  (212) 596-9702


 


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, including
but not limited to statutory claims, 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 


 


12

















 


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 the 2007 Agreement, 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 or .pdf 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 


 


13

















 


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 Amended and Restated  Executive  Employment
Agreement to be duly executed on March 1, 2010, effective as of the
Effective Date.


 


	
  ALEXANDRIA REAL ESTATE
  EQUITIES, INC.

  	
   

  	
  DEAN SHIGENAGA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  :
  /s/ Joel S. Marcus

  	
   

  	
  /s/ Dean Shigenaga

  
	
  Joel S. Marcus

  	
   

  	
   

  
	
  Chief Executive Officer

  	
   

  	
   

  
				



 


14