Exhibit
10.11


 


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 effective as of
January 1, 2007 (the “2007 Agreement”).  This Agreement is effective retroactive to January 1,
2007 (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 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


 


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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 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, as of January 1,
2008, the Company agrees to pay Employee a base salary at the rate of $290,000 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. 
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,


 


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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
Date of this Agreement (as defined herein), 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 granted to Employee by the
Company prior to the Execution Date of this Agreement (whether in the form of
stock options or shares of restricted stock), except as specifically provided
in Sections 3.4(b), 3.5 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.  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.


 


SECTION 3.   TERMINATION; SEVERANCE.


 


3.1       Termination. 
Employee is employed at-will, meaning that either the


 


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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, Employee shall receive the following severance benefits:


 


(a)        Salary Continuation.  The Company
shall pay Employee 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 in Section 4)).


 


(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 (as defined herein), 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


 


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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.  In that event, Employee shall receive the
following severance benefits:


 


(a)        Salary Continuation.  The Company
shall pay Employee 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).


 


(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


 


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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 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, 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:


 


(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), and (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


 


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Treasury
Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii).  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; or (3) Employee’s
material violation or breach of any Company policy or statutory, fiduciary, or
contractual duty to the Company, provided that the Company shall provide notice
to Employee describing the nature of such Cause and Employee shall thereafter
have fifteen (15) 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.  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


 


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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 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 


 


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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.


 


3.11                    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 


 


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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

  
	
   

  	
   

  
	
   

  	
  With
  a copy to:

  
	
   

  	
   

  
	
   

  	
  White &
  Case LLP

  
	
   

  	
  1155
  Avenue of the Americas

  
	
   

  	
  New
  York, New York 10036

  
	
   

  	
  Attention:
  Andrew L. Oringer, Esq.

  
	
   

  	
  Phone:
  (212) 819 8561

  



 


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


 


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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 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 


 


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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 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 December 31,
2008 (the “Execution Date”), effective as of
the Effective Date.


 


ALEXANDRIA REAL ESTATE EQUITIES, INC.                                                DEAN SHIGENAGA


 


 


	
  By:

  	
   /s/ Joel S. Marcus

  	
   

  	
  /s/ Dean A. Shigenaga

  
	
  Joel S. Marcus

  	
   

  	
   

  
	
  Chief Executive Officer

  	
   

  	
   

  



 


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