Exhibit
10.7


 


ALEXANDRIA
REAL ESTATE EQUITIES, INC.


 


2000
DEFERRED COMPENSATION PLAN


 


 


ORIGINAL
EFFECTIVE DATE: DECEMBER 1, 2000


 


AMENDED
AND RESTATED EFFECTIVE: JANUARY 1, 2005


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
        INTRODUCTION
  AND PURPOSE

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
        DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.1

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.2

  	
  Terms

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
        PARTICIPATION

  	
  5

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Commencement of
  Participation

  	
  5

  
	
   

  	
   

  	
   

  
	
  3.2

  	
  Continuation of
  Participation

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
        CONTRIBUTIONS
  AND ELECTIONS

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Compensation Deferrals

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.2

  	
  Matching Contributions

  	
  7

  
	
   

  	
   

  	
   

  
	
  4.3

  	
  Company Contribution

  	
  7

  
	
   

  	
   

  	
   

  
	
  4.4

  	
  Time and Form of
  Contributions to Trust

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
        VESTING

  	
  8

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  Vesting

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
        ACCOUNTS

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Accounts

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.2

  	
  Benchmark Investment
  Elections for DCP Amounts

  	
  9

  
	
   

  	
   

  	
   

  
	
  6.3

  	
  Deemed Investment of
  VIP Amounts

  	
  9

  
	
   

  	
   

  	
   

  
	
  6.4

  	
  Valuation

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.5

  	
  Forfeitures

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
        DISTRIBUTIONS

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Distribution Election

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.2

  	
  Payment Options

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.3

  	
  Commencement of Payment

  	
  11

  
	
   

  	
   

  	
   

  
	
  7.4

  	
  Early Distribution of
  Section 409A Grandfathered Amounts

  	
  13

  
	
   

  	
   

  	
   

  
	
  7.5

  	
  Change in Service
  Capacity

  	
  13

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
        BENEFICIARIES

  	
  14

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Beneficiaries

  	
  14

  
	
   

  	
   

  	
   

  
	
  8.2

  	
  Lost Participants and Beneficiaries

  	
  15

  
	
   

  	
   

  	
   

  
	
  8.3

  	
  Enforceability of
  Beneficiary Designations

  	
  15

  



 


i.

















 


TABLE OF CONTENTS


(CONTINUED)


 


	
   

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
        FUNDING

  	
  15

  
	
   

  	
   

  	
   

  
	
  9.1

  	
  Prohibition Against
  Funding

  	
  15

  
	
   

  	
   

  	
   

  
	
  9.2

  	
  Deposits in Trust

  	
  15

  
	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
        ADMINISTRATION

  	
  16

  
	
   

  	
   

  	
   

  
	
      10.1

  	
  Plan Administration

  	
  16

  
	
   

  	
   

  	
   

  
	
      10.2

  	
  Administrator

  	
  16

  
	
   

  	
   

  	
   

  
	
      10.3

  	
  Claims Procedures

  	
  17

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
        GENERAL
  PROVISIONS

  	
  19

  
	
   

  	
   

  	
   

  
	
      11.1

  	
  No Assignment

  	
  19

  
	
   

  	
   

  	
   

  
	
      11.2

  	
  No Employment Rights

  	
  19

  
	
   

  	
   

  	
   

  
	
      11.3

  	
  Incompetence

  	
  19

  
	
   

  	
   

  	
   

  
	
      11.4

  	
  Identity

  	
  19

  
	
   

  	
   

  	
   

  
	
      11.5

  	
  Other Benefits

  	
  20

  
	
   

  	
   

  	
   

  
	
      11.6

  	
  No Liability

  	
  20

  
	
   

  	
   

  	
   

  
	
      11.7

  	
  Expenses

  	
  20

  
	
   

  	
   

  	
   

  
	
      11.8

  	
  Amendment and
  Termination

  	
  20

  
	
   

  	
   

  	
   

  
	
      11.9

  	
  Company Determinations

  	
  20

  
	
   

  	
   

  	
   

  
	
      11.10

  	
  Arbitration

  	
  21

  
	
   

  	
   

  	
   

  
	
      11.11

  	
  Debt Offsets

  	
  21

  
	
   

  	
   

  	
   

  
	
      11.12

  	
  Construction

  	
  21

  
	
   

  	
   

  	
   

  
	
      11.13

  	
  Governing Law

  	
  21

  
	
   

  	
   

  	
   

  
	
      11.14

  	
  Severability

  	
  21

  
	
   

  	
   

  	
   

  
	
      11.15

  	
  Headings

  	
  21

  



 


ii.

















 


ALEXANDRIA
REAL ESTATE EQUITIES, INC.


 


2000
DEFERRED COMPENSATION PLAN


 


 


ARTICLE I


 


INTRODUCTION
AND PURPOSE


 


This Plan was originally adopted by the Company
effective as of December 1, 2000. 
The Plan was amended and restated effective as of January 1,
2005.  As part of such amendment and
restatement, certain provisions of the Company’s 2000 Venture Investment
Deferred Compensation Plan (the “VIP”) were
incorporated into the provisions of this Plan. 
Any amounts deferred under the VIP prior to January 1, 2005, plus
any gains credited with respect to such amounts as a result of their deemed
investment in the applicable Venture Investments, shall not be subject to Section 409A
of the Code and shall be governed solely by the terms of the VIP (as in effect
on such date); provided, however, that to the
extent covered by the definition of Section 409A Grandfathered Amounts
under this Plan, such amounts also may be subject to the provisions of this
Plan regarding Section 409A Grandfathered Amounts.  Any amounts deferred under the VIP on or
after January 1, 2005 shall be considered to have been deferred under this
Plan.


 


The purpose of the Plan is to provide key Employees
supplemental retirement and tax benefits through the deferral of
compensation.  The Plan is intended to be
a “plan which is unfunded and is maintained by an employer primarily for the
purpose of providing deferred compensation for a select group of management or
highly compensated employees” within the meaning of Sections 201(2),
301(a)(3) and 401(a)(1) of ERISA, and shall be interpreted and
administered to the extent possible in a manner consistent with that
intent.  The Plan is intended to be
administered in compliance with Section 409A of the Code with respect to
all Section 409A Non-Grandfathered Amounts, and the provisions of the Plan
regarding Section 409A Grandfathered Amounts are intended to be
administered so as not to subject such amounts to Section 409A of the
Code.


 


ARTICLE
II


 


DEFINITIONS


 


2.1                            Definitions. 
The following terms have the meanings set forth herein, unless the
context otherwise requires:


 


Account.  The
bookkeeping account established for each Participant as provided in Section 6.1.  The term includes Fixed Date Accounts (which
may include a DCP Fixed Date Subaccount and VIP Fixed Date Subaccount) and
Retirement Accounts (which may include a DCP Retirement Subaccount and VIP
Retirement Subaccount), unless the context otherwise requires.


 


1.

















 


Administrator.  The Chief
Executive Officer and the Chief Financial Officer of the Company, each of whom
may act as the Administrator individually; provided, however,
that each may not act as the Administrator in making decisions with respect to
his or her own Account.


 


Affiliate. 
Any firm, partnership, limited liability partnership, corporation or
limited liability corporation that (i) directly or indirectly through one
or more intermediaries controls, is controlled by, or is under common control
with the Company or (ii) is otherwise authorized by the Company’s Board of
Directors to be considered the Company for purposes of the Plan.


 


Benchmark Investment Fund.  The investment
fund or funds selected by the Administrator from time to time.


 


Benchmark Return.  The amount of
any increase or decrease in the balance of a Participant’s Account reflecting
the gain or loss, net of any expenses, on the assets deemed invested in each
Benchmark Investment Fund by the Participant from time to time.


 


Change of Control.  The occurrence
of any of the following events:


 


(a)                               Any Person (as such term is used in
section 3(a)(9) of the Securities Exchange Act of 1934, as amended (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 corporation 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


 


(b)                              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 of Directors of the
Company 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


 


(c)                               There is consummated a merger or
consolidation of the Company with any other corporation, other than (A) a
merger or consolidation in which the stockholders of the Company immediately
prior to such merger or consolidation, continue to own, in combination 


 


2.

















 


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 the surviving entity or any parent thereof) outstanding
immediately after such merger or consolidation in substantially the same
proportions as their ownership of the Company immediately prior to 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


 


(d)                              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.


 


Code.  The Internal
Revenue Code of 1986, as amended from time to time, and the regulations and
other applicable guidance promulgated thereunder.


 


Company.  Alexandria
Real Estate Equities, Inc., a Maryland corporation.


 


Company Contribution.  A
discretionary contribution that is credited to one or more of a Participant’s
Accounts in accordance with the terms of Section 4.3.


 


Compensation.  A Participant’s
annual base salary and bonuses from the Company.  For purposes of the Plan, Compensation will
be determined before giving effect to Compensation Deferrals and other salary
reduction amounts which are not included in the Participant’s gross income
under Sections 125, 401(k), 402(h) or 403(b) of the Code.


 


Compensation Deferrals.  The portion of
Compensation that a Participant elects to defer in accordance with Section 4.1.


 


DCP Amounts. 
The aggregate amount of Compensation Deferrals credited to a Participant’s
DCP Fixed Date Subaccount and DCP Retirement Subaccount.


 


Effective Date.  December 1,
2000.


 


Eligible Employee.  An Employee of
the Company who satisfies the following requirements on any date when a
determination of Eligible Employees is made for purposes of the Plan: (i) the
Employee is selected and designated as an Eligible Employee in writing by the
Company, in its sole discretion; (ii) the Employee has a base salary equal
to or exceeding $200,000 for Plan Years commencing on or after January 1,
2008; and (iii) the Employee is an accredited investor for purposes of
Regulation D promulgated under the Securities Act of 1933, 


 


3.

















 


as amended (the “Securities Act”).  The Administrator shall have sole and
absolute discretion in determining whether or not an Employee is, at any time,
an accredited investor for purposes of Regulation D promulgated under the
Securities Act, based on a completed accredited investor questionnaire and such
other information as the Administrator considers to be relevant.


 


Employee.  Any person
employed by the Company.


 


ERISA.  Employee
Retirement Income Security Act of 1974, as amended.


 


Fixed Date Account.  An Account
established for a Participant with distributions to be made on a date certain,
which is specified by the Participant in a Participation Election Form.


 


Matching Contribution.  A contribution
that is credited to one or more of a Participant’s Accounts in accordance with
the terms of Section 4.2.


 


Participant.  An Eligible
Employee who has submitted a Participation Election Form agreeing to
participate in the Plan and whose Account has not been fully paid out.


 


Participation Election Form.  The separate
written agreement, submitted to the Administrator, by which an Eligible
Employee agrees to participate in the Plan and indicates all necessary
information to establish the Account(s) for such Eligible Employee as a
Participant under the Plan, including, but not limited to, the amount of
Compensation Deferrals and the designation of his or her Account(s) as
Retirement or Fixed Date.


 


Plan.  The Alexandria
Real Estate Equities, Inc. 2000 Deferred Compensation Plan.


 


Plan Year.  The calendar
year.


 


Retirement Account.  An Account
established for a Participant from which distributions are to be made following
termination of employment with the Company.


 


Section 409A Grandfathered
Amount.  Any (i) Compensation Deferrals and
Matching Contributions, plus any related Benchmark Returns on such amounts,
that were credited to a Participant’s Account(s) under the Plan prior to January 1,
2005 and (ii) amounts deferred under the VIP prior to January 1,
2005, plus any gains credited with respect to such amounts as a result of their
deemed investment in Venture Investments (as defined under the VIP), that were
or become further deferred under this Plan following a Distribution Event (as
defined under the VIP), pursuant to the terms of the VIP at the time of initial
deferral.


 


Section 409A
Non-Grandfathered Amount.  Any
Compensation Deferrals and Matching Contributions that were credited to a
Participant’s Account on or after January 1, 2005, plus any related
Benchmark Returns or gains with respect to Venture Investments for such
amounts.


 


Total and Permanent Disability.  Any medically
determinable physical or mental impairment that can be expected to result in
death or can be expected to last for a continuous 


 


4.

















 


period of not less than twelve (12) months and results
in a Participant (i) being unable to engage in any substantial gainful
activity or (ii) receiving income replacement benefits for a period of not
less than three (3) months under an accident and health plan covering
employees of the Company.


 


Trust.  The grantor
trust established by agreement between the Company and the Trustee under which
the assets with respect to Accounts under the Plan are held, administered and
managed, as provided in ARTICLE IX..


 


Trustee.  The Trustee
designated in the Trust, including any and all successor trustees to the Trust.


 


Unforeseeable Emergency.  Defined in Section 7.3(b).


 


Venture Investment. 
A direct
equity investment by the Company or an Affiliate in a private life science
company with which the Company does business or is otherwise familiar; provided, however, that such investments shall not include
warrants in such companies that the Company may receive from time to time.


 


VIP.  The Alexandria Real Estate Equities, Inc.
2000 Venture Investment Deferred Compensation Plan.


 


VIP Amounts. 
The aggregate amount of Compensation Deferrals credited to a Participant’s
VIP Fixed Date Subaccount or VIP Retirement Subaccount.


 


VIP Event.  A transaction
by which the Company receives cash or freely tradable stock in connection with
the initial public offering of stock of a company in which a Venture Investment
is made, the acquisition of such company for publicly traded stock or cash, or
another transaction pursuant to which the Company receives cash or freely
tradable stock in respect of the equity of a Venture Investment.  Each Venture Investment is expected to have a
VIP Event that is separate from the VIP Events of other Venture Investments.


 


Years
of Service.  Defined in Section 5.1(a).


 


2.2                            Terms. 
Capitalized terms shall have meanings as defined herein.  Singular nouns shall be read as plural, and
masculine pronouns shall be read as feminine, and vice versa, where
appropriate.


 


ARTICLE
III


 


PARTICIPATION


 


3.1                            Commencement of Participation. 
Each Eligible Employee shall become a Participant at the earlier of the
date on which his or her Participation Election Form first becomes
effective or the date on which a Company Contribution is first credited to his
or her Account.


 


3.2                            Continuation of Participation. 
Each Eligible Employee shall remain a Participant hereunder until all
amounts credited to his or her Account are distributed in full.  No 


 


5.

















 


Compensation
Deferrals are permitted in any Plan Year in which an Employee no longer
satisfies the requirements set forth in the definition of an Eligible Employee.


 


ARTICLE
IV


 


CONTRIBUTIONS
AND ELECTIONS


 


4.1                            Compensation Deferrals.


 


(a)                              With respect to each Plan Year, a
Participant may elect to defer up to seventy percent (70%) of the Participant’s
annual base salary and one hundred percent (100%) of the Participant’s annual
bonus as Compensation Deferrals; provided, however, that
(i) the minimum deferral amount of any bonus shall be $10,000, and (ii) the
aggregate minimum deferral amount of any salary and bonus shall be
$10,000.  Compensation Deferrals
attributable to a Participant’s salary shall be credited to the Participant’s
DCP Fixed Date Subaccount or DCP Retirement Subaccount, as designated by the
Participant.  Compensation Deferrals
attributable to a Participant’s bonus shall be credited to the Participant’s
DCP Fixed Date Subaccount, DCP Retirement Subaccount, VIP Fixed Date Subaccount
or VIP Retirement Subaccount, as designated by the Participant.  Such amounts shall not be made available to
such Participant, except as provided in ARTICLE VII, and, as Compensation
Deferrals, shall reduce such Participant’s Compensation from the Company in
accordance with the provisions of the applicable Participation Election Form; provided, however, that all such amounts credited to such
Subaccounts shall be subject to the rights of the general creditors of the
Company as provided in ARTICLE IX.


 


(b)                              With respect to each Plan Year, each
Eligible Employee shall deliver a Participation Election Form to the
Company before any Compensation Deferrals may become effective.  Such Participation Election Form shall
be void with respect to any Compensation Deferrals unless submitted before the
beginning of the calendar year during which the amount to be deferred will be
earned.  Notwithstanding the foregoing, with
respect to each Plan Year, (i) if an Employee first becomes eligible to
participate in the Plan during the Plan Year, such Participation Election Form shall
be filed within thirty (30) days following the date on which the Employee is
first eligible to participate, with respect to Compensation earned during the
remainder of the Plan Year, and (ii) if permitted by the Company, with
respect to any bonus that meets the requirements of performance-based
compensation under Section 409A of the Code, as determined by the Company
in its sole discretion, such Participation Election Form shall be filed by
the earlier of (1) June 30th of the Plan Year or (2) the date on which
such performance-based compensation has become readily ascertainable, as
determined in accordance with Section 409A of the Code, provided that with
respect to any Employee who first becomes eligible to participate in the Plan
during the Plan Year, the maximum amount of any such bonus which shall be
deemed to be earned during the portion of the Plan Year subsequent to such
election shall be the total amount of any such bonus earned with respect to the
Plan Year multiplied by the ratio of the number of days remaining in the Plan
Year after the Participation Election Form is filed over the total number
of days in the Plan Year.


 


(c)                               The Participation Election Form shall,
subject to the limitations set forth in this Section 4.1, designate the
amount of Compensation deferred by each Participant, the 


 


6.

















 


beneficiary
or beneficiaries of the Participant, the date(s) of distribution of any
amounts in the Participant’s Fixed Date Account, and such other items as the
Administrator may prescribe.  Such
designations shall remain effective unless amended as provided in subsection
(d), below.


 


(d)                              With respect to Section 409A
Grandfathered Amounts, a Participant may amend his or her Participation
Election Form from time to time; provided, however,
that any amendment of a Participation Election Form shall comply with the
provisions of Section 7.1(b).  With
respect to Section 409A Non-Grandfathered Amounts, a Participant’s
Participation Election Form shall be irrevocable; provided,
however, that a Participant may (i) cancel such Participation
Election Form due to an Unforeseeable Emergency (as defined in Section 7.3(b))
or a hardship distribution pursuant to Section 1.401(k)-1(d)(3) of
the Treasury Regulations or (ii) elect to further defer the date for
distribution of Section 409A Non-Grandfathered Amounts in the Participant’s
Account pursuant to Section 7.1(b).


 


4.2                            Matching Contributions. 
If the Company determines to make Matching Contributions under the Plan,
the Company shall credit such Matching Contributions to the Account of each
Participant who makes Compensation Deferrals. 
The amount of any Matching Contribution shall be equal to a percentage
of each Participant’s Compensation Deferrals determined annually by the
Company, in its sole discretion.


 


4.3                            Company Contribution. 
The Company may from time to time credit a discretionary contribution to
the Account of a Participant.  The
Company shall contribute to the Trust, if applicable, for the Participant’s
benefit the amount of such Company Contributions in accordance with the Plan.


 


4.4                            Time and Form of Contributions
to Trust.  Compensation Deferrals and Matching
Contributions that are deemed to be invested in Benchmark Investment Funds
shall be transferred to the Trust, if applicable, as soon as administratively
feasible for the Company following the close of each payroll period.  The Company shall also transmit to the
Trustee at that time any necessary instructions regarding the allocation of
such amounts among the Accounts of Participants.


 


Company Contributions shall be transferred to the
Trust, if applicable, at such time as the Company shall determine.  The Company shall also transmit to the
Trustee at that time any necessary instructions regarding the allocation of
such amounts among the Accounts of Participants.


 


All Compensation Deferrals, Matching Contributions and
Company Contributions to the Trust shall be made in the form of cash, cash
equivalents of U.S. currency or other property acceptable to the Trustee.


 


7.
















 


ARTICLE V


 


VESTING


 


5.1                            Vesting.


 


(a)                              Except as otherwise provided herein and
subject to the rights of the general creditors of the Company as provided in
ARTICLE IX, (i) a Participant shall have a fully vested right to the
portion of his or her Account attributable to Compensation Deferrals, any
Benchmark Returns on such Compensation Deferrals and any gains credited with
respect to any such Compensation Deferrals deemed to be invested in Venture
Investments, and (ii) Matching Contributions and Company Contributions,
and any amounts attributable to Benchmark Returns on such contributions, shall
vest in accordance with the following schedule:


 


	
  Years
  of Service

  	
   

  	
  Cumulative
  Vested Percentage

  
	
   

  	
   

  	
   

  	
   

  
	
    1   but less than   2  

  	
   

  	
   

  	
    20  %

  
	
    2   but less than   3  

  	
   

  	
   

  	
    40  %

  
	
    3   but less than   4  

  	
   

  	
   

  	
    60  %

  
	
    4   but less than   5  

  	
   

  	
   

  	
    80  %

  
	
    5   or more

  	
   

  	
   

  	
   100 %

  



 


For purposes of this ARTICLE V, a Participant’s “Years
of Service” shall be determined on the basis of the Participant’s date of hire
and anniversaries thereof.


 


(b)                              Any amounts credited to a Participant’s
Account that are not vested at the time of his or her termination of employment
with the Company shall be forfeited in accordance with Section 6.5.


 


ARTICLE
VI


 


ACCOUNTS


 


6.1                            Accounts.


 


(a)                              The Administrator shall establish and
maintain a bookkeeping Account in the name of each Participant.  The Administrator may also establish any
subaccounts that may be appropriate.  The
establishment of an Account constitutes only a method, by bookkeeping entry, of
determining the amount of deferred benefits to be distributed under the
Plan.  The Company shall be under no
obligation to acquire or hold any securities or specific assets by reason of
the credits made to the Accounts hereunder.


 


(b)                              Each Participant’s Account shall be
credited with Compensation Deferrals, any Matching Contributions allocable
thereto, any Company Contributions, any amounts attributable to Benchmark
Returns and any gains with respect to Compensation Deferrals deemed to be
invested in Venture Investments.  Each
Participant’s Account shall be reduced by any gross amounts distributed from
the Account pursuant to ARTICLE VII and any 


 


8.

















 


other
appropriate adjustments.  Such
adjustments shall be made as frequently as is administratively feasible.


 


6.2                            Benchmark Investment Elections
for DCP Amounts.


 


(a)                              The Administrator shall from time to time
select types of Benchmark Investment Funds and specific Benchmark Investment
Funds for deemed investment designation by Participants with respect to DCP
Amounts.  The Administrator shall notify
the Participants of the types of Benchmark Investment Funds and the specific
Benchmark Investment Funds selected from time to time.  On the Participation Election Form, the
Participant shall designate the specific Benchmark Investment Funds in which
the Account of the Participant for DCP Amounts will be deemed to be invested
for purposes of determining the Benchmark Return to be credited to the Account.  In making such designation, the Participant
may specify that all or any percentage of such Account be deemed to be invested
in one or more of the available types of Benchmark Investment Funds.  The Administrator from time to time will
determine the minimum percentage allocation per investment fund and the
frequency with which allocations may be changed.


 


(b)                              Trust assets shall be invested as
provided in the Trust Agreement; provided, however,
that the Trustee may consider a Participant’s selection of a Benchmark Investment
Fund when investing Trust assets.


 


6.3                            Deemed Investment of VIP Amounts.


 


(a)                              All VIP Amounts shall be deemed to be
invested in one or more Venture Investments determined by the Company, in its
sole discretion, for each Plan Year. 
Participants who elect to have a portion of their Compensation Deferrals
credited to a VIP Fixed Date Subaccount or VIP Retirement Subaccount for a Plan
Year will be deemed to have such Compensation Deferrals invested in Venture
Investments in an aggregate amount that shall be limited to fifteen percent
(15%) of the aggregate cost basis of the Company’s Venture Investments for such
Plan Year.  Whether or not the Company
chooses to invest in one or more Venture Investments for a Plan Year shall be
determined by the Company in its sole and absolute discretion.  If no Venture Investments are made for a Plan
Year or if the aggregate amount of Participants’ Compensation Deferrals
credited to Participants’ VIP Fixed Date Subaccounts and VIP Retirement
Subaccounts for a Plan Year exceeds fifteen percent (15%) of the aggregate cost
basis of the Company’s Venture Investments for such Plan Year, (i) the
allocation of deemed investments will be in proportion to the applicable
Compensation Deferrals, and (ii) the Compensation Deferrals not deemed to
be invested in Venture Investments for such Plan Year shall continue to be
deferred under the Plan, provided that (A) any such Compensation Deferrals
that a Participant elected to have credited to the Participant’s VIP Fixed Date
Subaccount shall instead be credited to the Participant’s DCP Fixed Date
Subaccount and (B) any such Compensation Deferrals that a Participant
elected to have credited to the Participant’s VIP Retirement Subaccount shall
instead be credited to the Participant’s DCP Retirement Subaccount.


 


Compensation Deferrals credited to a Participant’s VIP
Fixed Date Subaccount or VIP Retirement Subaccount for a Plan Year shall be
deemed to be invested on a pro rata basis in 


 


9.

















 


Venture Investments in accordance with (i) the
Company’s cost basis in each Venture Investment and (ii) the ratio of (A) the
individual Participant’s Compensation Deferrals credited to the Participant’s
VIP Fixed Date Subaccount and VIP Retirement Subaccount for the Plan Year to (B) the
Compensation Deferrals credited to all Participants’ VIP Fixed Date Subaccounts
and VIP Retirement Subaccounts (in the aggregate) for such Plan Year.  The Company shall not, and shall not be
obligated to, invest amounts credited to Participants’ Accounts in any Venture
Investments; deemed Venture Investments are simply a measure of the value of a
Participant’s VIP Amounts.


 


For purposes of the Plan, Compensation Deferrals
credited to a Participant’s VIP Fixed Date Subaccount or VIP Retirement
Subaccount shall be “for” a Plan Year based on the Plan Year during which the
performance required to earn the applicable bonus is measured, not based on the
Plan Year during which such bonus otherwise would be paid.  If performance is measured over more than one
Plan Year, then any deferral of such bonus shall be for the final Plan Year
during which performance is measured. 
For purposes of the Plan, a Venture Investment shall be “for” a Plan
Year based on the Plan Year during which the Company makes the applicable
investment.


 


(b)                              Upon the occurrence of a VIP Event for a
Venture Investment (or as soon as administratively practicable thereafter), any
VIP Amounts deemed to be invested in such Venture Investment that are credited
to a Participant’s VIP Fixed Date Subaccount or VIP Retirement Subaccount (or a
portion of such VIP Amounts, as determined by the Company in its sole
discretion, in the event that such VIP Event does not result in the disposition
of the entire amount of such Venture Investment), as adjusted for any gains and
losses of such Venture Investment, automatically shall be credited to the
Participant’s DCP Fixed Date Subaccount or DCP Retirement Subaccount,
respectively, and deemed to be invested in the Benchmark Investment Funds that
the Participant has designated for deemed investment of such Subaccounts.


 


6.4                            Valuation.


 


(a)                              DCP Amounts. 
Any DCP Amounts credited to a Participant’s Account shall be valued
daily based on the Benchmark Investment Funds that the Participant has designated
for deemed investment of such amounts. 
Such valuation shall be communicated in writing to each Participant on a
periodic basis.


 


(b)                              VIP Amounts. 
Any VIP Amounts credited to a Participant’s Account shall be valued
annually based on the Company’s cost basis of the Venture Investments in which
the Participant’s Account is deemed invested. 
Such valuation shall be communicated in writing to each Participant not
later than April 15th following each Plan Year.


 


6.5                            Forfeitures. 
Any forfeitures from a Participant’s Account may be used to reduce
succeeding Matching Contributions, Company Contributions or, if applicable,
administrative expenses and Trustee fees and expenses, until such forfeitures
have been entirely so applied.


 


10.

















 


ARTICLE
VII


 


DISTRIBUTIONS


 


7.1                            Distribution Election.


 


(a)                              By designation of a Fixed Date Account or
a Retirement Account, each Participant shall specify, in his or her
Participation Election Form for a Plan Year, the date on which payment of
amounts credited to the Participant’s Account with respect to such Plan Year
(and any gains on such amounts) shall begin, as provided in Section 7.3.  Such designation shall apply to all amounts
distributed from such Participant’s Account with respect to such Plan Year.


 


(b)                              A Participant may modify the election
made under Section 7.1(a) by submitting to the Administrator a
completed and executed form provided for such purpose; provided,
however, that:


 


(i)                                  With respect to Section 409A Grandfathered
Amounts, such change shall not be given any effect unless a full calendar year
passes between the calendar year in which such election form is submitted and
the calendar year in which the distribution date designated in such form
occurs; and


 


(ii)                              With respect to Section 409A Non-Grandfathered
Amounts, such change (A) shall not take effect until at least twelve (12)
months after the date on which the change is made, (B) must be made more
than twelve (12) months prior to the date payment otherwise would have been
made and (C) must designate a new date for distribution that is at least
five (5) years following the date payment otherwise would have been made.


 


7.2                            Payment Options.


 


Unless otherwise provided in Section 7.3,
benefits shall be payable in a lump sum payment in the form of cash.


 


7.3                            Commencement of Payment.


 


(a)                              Except as otherwise provided herein,
payment of the amounts in a Participant’s Account, to the extent vested, shall
be made as follows:


 


(i)                                  Payment of the amounts in a Participant’s Fixed Date
Account with respect to a Plan Year (including any amounts in the Participant’s
VIP Fixed Date Subaccount in accordance with Section 7.3(a)(iii)), to the
extent vested, shall be made in a lump sum as soon as administratively feasible
after the earlier of (A) the date designated by the Participant in
the Participant’s Participation Election Form for such Plan Year and (B) the
Participant’s termination of employment with the Company; provided,
however, that with respect to Section 409A Non-Grandfathered
Amounts, if a Change of Control occurs prior to any such designated date or
termination, payment of such amounts shall be made in a lump sum as soon as
administratively feasible after the effective date of the Change of Control,
provided that the Change of Control constitutes a change in the ownership or
effective control of the Company, or 


 


11.

















 


in the
ownership of a substantial portion of the assets of the Company, as determined
in accordance with Section 1.409A-3(i)(5) of the Treasury
Regulations.


 


(ii)                              Payment of the amounts in a Participant’s Retirement
Account (including any amounts in the Participant’s VIP Retirement Subaccount
in accordance with Section 7.3(a)(iii)), to the extent vested, shall be
made in a lump sum as soon as administratively feasible after the Participant’s
termination of employment with the Company; provided, however,
that with respect to Section 409A Non-Grandfathered Amounts, if a Change
of Control occurs prior to such termination, payment of such amounts shall be
made in a lump sum as soon as administratively feasible after the effective
date of the Change of Control, provided that the Change of Control constitutes
a change in the ownership or effective control of the Company, or in the
ownership of a substantial portion of the assets of the Company, as determined
in accordance with Section 1.409A-3(i)(5) of the Treasury
Regulations.


 


(iii)                          In the event that a Participant’s Account
at the time of distribution is credited with any VIP Amounts that are deemed to
be invested in a Venture Investment(s) for which there has been no VIP
Event by the time of distribution, the value of such Venture Investment(s) will
be determined to be (i) with respect to a Venture Investment in a public
company, the lower of the Company’s cost of such Venture Investment or the fair
market value or (ii) with respect to a Venture Investment in a private
company, the Company’s cost of such Venture Investment less any write-downs or
impairments.


 


Notwithstanding the foregoing, any Section 409A
Non-Grandfathered Amounts that become payable as a result of the Participant’s
separation from service (as such term is defined in Section 1.409A-1(h) of
the Treasury Regulations) with the Company, except due to the Participant’s
death or Total and Permanent Disability, shall not be distributed to the
Participant until the date that is six (6) months and one (1) day
after such separation from service (or as soon as administratively feasible
thereafter).


 


(b)                              Upon application by a Participant, the
Administrator, in its sole discretion, may permit an early distribution of part
or all of the vested amounts credited to a Participant’s Account in the event
the Participant experiences an Unforeseeable Emergency.  Any such application must set forth the
circumstances constituting such Unforeseeable Emergency.  The determination as to whether an
Unforeseeable Emergency exists and as to the amount distributable under the
Plan as a result of such Unforeseeable Emergency shall be made by the
Administrator in its sole discretion.


 


For purposes of the Plan, an Unforeseeable Emergency
shall mean any severe financial hardship to the Participant resulting from (i) a
sudden and unexpected illness or accident of the Participant or a dependent (as
defined in Section 152(a) of the Code) of the Participant, (ii) loss
of the Participant’s property due to casualty, or (iii) other similar
extraordinary and unforeseen circumstances arising as a result of events beyond
the control of the Participant.  Any
distribution pursuant to this provision is limited to the amount necessary to
meet the Unforeseeable Emergency, and any amounts necessary to pay any federal,
state or local income taxes or penalties reasonably anticipated to result from
such distribution.  The distribution may
not exceed the then vested portion of the Participant’s Account.  The circumstances that will constitute an
Unforeseeable Emergency will depend upon the facts of 


 


12.

















 


each
case, but, in any case, payment may not be made to the extent that such
emergency is or may be relieved (i) through reimbursement or compensation
by insurance or otherwise; (ii) by liquidation of the Participant’s
assets, to the extent the liquidation of such assets would not itself cause
severe financial hardship; or (iii) by cessation of deferrals under the
Plan.  Furthermore, examples of events
that would not be considered Unforeseeable Emergencies include the need to send
a Participant’s child to college or the desire to purchase a home.


 


7.4                            Early Distribution of Section 409A
Grandfathered Amounts.  A Participant may elect to
receive a distribution of all or any portion of the amount of vested Section 409A
Grandfathered Amounts in his or her Account on a date prior to that established
under the Plan or the Participant’s Participation Election Form, provided that (i) the
amount distributed shall be equal to ninety percent (90%) of the amount elected
by the Participant, and (ii) the remaining ten percent (10%) of the amount
elected by the Participant shall be treated as forfeited by the
Participant.  A Participant may not
receive any early distributions of any Section 409A Non-Grandfathered
Amounts pursuant to this Section 7.4.


 


7.5         Change in Service
Capacity.  Notwithstanding anything in the Plan to
the contrary, for
purposes of this ARTICLE VII, the determination of whether a termination
of employment has occurred for purposes of the Plan shall be made as set forth in Section 7.5(a) or
(b), as applicable; provided, however,
that (i) a Participant shall not be eligible to defer any
additional Compensation or receive any Matching or Company Contributions after
the Participant has terminated service with the Company as an Employee, and (ii) the
Participant shall forfeit any amounts credited to the Participant’s Account
that are not vested at the time of his or her termination of service with the
Company as an Employee pursuant to Section 5.1(b).


 


(a)          Section 409A Grandfathered
Amounts. The
following shall apply with respect to any Section 409A Grandfathered
Amounts:


 


(i)                                  A change in
the capacity in which a Participant renders service to the Company or one of
its affiliates, whether as an Employee, independent contractor or director, or
a change in the entity for which the Participant renders such service, provided
that there is no interruption or termination of the Participant’s service with
the Company or affiliate, shall not be deemed to be a termination of
employment.


 


(ii)                              The Board of Directors of the Company or the Chief
Executive Officer of the Company, in that party’s sole discretion, may
determine whether a termination of employment has occurred in the case of any
leave of absence approved by that party, including sick leave, military leave
or any other personal leave. 
Notwithstanding the foregoing, for purposes of vesting under Section 5.1,
employment shall not be considered terminated in the case of a leave of absence
only to such extent as may be provided in the Company’s leave of absence policy
or in the written terms of the Participant’s leave of absence.


 


(b)          Section 409A
Non-Grandfathered Amounts.  The following
shall apply with respect to any Section 409A Non-Grandfathered Amounts:


 


(i)                                  A Participant’s employment will be deemed to have
terminated only at the time that the Participant has incurred a “separation
from service” in accordance with 


 


13.

















 


Section 1.409A-1(h) of
the Treasury Regulations; provided, however,
that for purposes of such determination, the Participant shall be deemed to
have incurred a separation from service if the Company and the Participant
reasonably anticipate that the level of bona fide services, if any, that the
Participant would perform after such termination of employment would
permanently decrease to forty-nine percent (49%) or less of the average level
of bona fide services performed by the Participant during the thirty-six (36)
month period immediately preceding the date of termination (or the full period
of services if the Participant has been providing services for less than
thirty-six (36) months).


 


(ii)                              In accordance with Section 1.409A-1(h)(1)(i) of
the Treasury Regulations, a Participant’s employment shall be treated as
continuing intact while the Participant is on military leave, sick leave, or
other bona fide leave of absence if the period of such leave does not exceed
six (6) months, or if longer, so long as the Participant retains a right
to reemployment with the Company under an applicable statute or by
contract.  If the period of leave exceeds
six (6) months and the Participant does not retain a right to reemployment
under an applicable statute or by contract, the Participant shall be deemed to
terminate employment on the first day immediately following such six-month
period.  Notwithstanding the foregoing,
where a leave of absence is due to any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to
last for a continuous period of not less than six (6) months, where such
impairment causes the Participant to be unable to perform the duties of his or
her position of employment or any substantially similar position of employment,
the Administrator may determine, on or prior to the beginning of the leave of
absence, to substitute a 29-month period of absence for such six-month period.


 


ARTICLE
VIII


 


BENEFICIARIES


 


8.1                            Beneficiaries. 
Each Participant may from time to time designate one or more persons
(who may be any one or more members of such person’s family or other persons,
administrators, trusts, foundations or other entities) as his or her
beneficiary under the Plan.  Such
designation shall be made on a form prescribed by the Administrator.  Each Participant may at any time and from
time to time, change any previous beneficiary designation, without notice to or
consent of any previously designated beneficiary, by amending his or her
previous designation on a form prescribed by the Administrator.  If the beneficiary does not survive the
Participant (or is otherwise unavailable to receive payment) or if no
beneficiary is validly designated, then the amounts payable under this Plan
shall be paid to the Participant’s surviving spouse, if any, and, if none, to
his or her surviving issue per stirpes, if
any, and, if none, to his or her estate and such person shall be deemed to be a
beneficiary hereunder.  (For purposes of
this Section 8.1, a per stirpes
distribution to surviving issue means a distribution to such issue as
representatives of the branches of the descendants of such Employee; equal
shares are allotted for each living child and for the descendants as a group of
each deceased child of the deceased Employee). 
If more than one person is the beneficiary of a Participant, each such
person shall receive a pro rata share of any distributions payable unless
otherwise designated on the applicable form. 
If a beneficiary who is eligible to receive benefits dies, all benefits
that were payable to such beneficiary shall then be payable to the estate of
that beneficiary.


 


14.
















 


8.2                            Lost Participants and
Beneficiaries.


 


(a)                              All Participants and beneficiaries shall
have the obligation to keep the Administrator informed of their current address
until such time as all benefits due have been paid.


 


(b)                              If a Participant or beneficiary cannot be
located by the Administrator exercising due diligence, then, in its sole
discretion, the Administrator may presume that the Participant or beneficiary
is deceased for purposes of the Plan and all unpaid amounts owed to the
Participant or beneficiary shall be paid accordingly or, if a beneficiary
cannot be so located, then such amounts may be forfeited in accordance with Section 6.5.  Any such presumption of death shall be final,
conclusive and binding on all parties.


 


8.3                            Enforceability of Beneficiary
Designations.  Any beneficiary designation form is only a
generalized, suggested form.  At the time
of the Participant’s death and under the laws of the jurisdiction applicable to
the Participant at the time of death, the form may not be considered legally
effective to transfer the amounts from the Participant’s Account(s) to the
beneficiary so designated.


 


ARTICLE
IX


 


FUNDING


 


9.1                            Prohibition Against Funding. 
Should any investment be acquired in connection with the liabilities
assumed by the Company under this Plan, it is expressly understood and agreed
that the Participants and beneficiaries shall not have any right with respect
to, or claim against, such assets nor shall any such purchase be construed to
create a trust of any kind or a fiduciary relationship between the Company and
the Participants, their beneficiaries or any other person.  Any such assets (including any amounts
deferred by a Participant or contributed by the Company pursuant to ARTICLE IV)
shall be and remain a part of the general, unpledged, unrestricted assets of
the Company, subject to the claims of its general creditors.  Each Participant and beneficiary shall be
required to look to the provisions of this Plan and to the Company itself for
enforcement of any and all benefits due under this Plan, and to the extent any
such person acquires a right to receive payment under this Plan, such right
shall be no greater than the right of any unsecured general creditor of the
Company.  The Company (or the Trust, if
any) shall be designated owner and beneficiary of investments acquired in
connection with the Company’s obligations under this Plan.  Notwithstanding the foregoing, the Company
may establish a grantor (“rabbi”) trust, the
assets of which shall be used exclusively and irrevocably to provide benefits
under the Plan (subject, however, to the claims of the general creditors of the
Company); provided, however, that the
establishment of such a trust will not render the Plan other than “unfunded” as
that term is used in Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA with respect to unfunded plans maintained primarily for the purpose of
providing deferred compensation to a select group of management or highly
compensated employees.


 


9.2                            Deposits in Trust. 
Subject to Section 9.1, and notwithstanding any other provision of
this Plan to the contrary, the Company may deposit into the Trust any amounts
it deems appropriate to pay the benefits under this Plan.  The amounts so deposited may include all 


 


15.

















 


Compensation
Deferrals made pursuant to a Participation Election Form by a Participant,
any Company Contributions and any Matching Contributions.  Notwithstanding the deposit of assets into a
Trust, the Company reserves the right at any time and from time to time to pay
benefits to Plan Participants or their beneficiaries in whole or in part from
sources other than the Trust, in which event the Company shall be entitled to
receive from the Trust a corresponding distribution equal to the amount of
benefits so paid.


 


ARTICLE X


 


ADMINISTRATION


 


10.1                    Plan Administration. 
The Administrator shall have complete control and authority to determine
the rights and benefits and all claims arising under the Plan of any
Participant, beneficiary, deceased Participant, or other person claiming to
have any interest under the Plan.  When
making a determination or calculation, the Administrator shall be entitled to
rely on information furnished by a Participant, a beneficiary, the Company or
the Trustee, if applicable.  The
Administrator shall have the responsibility for complying with any applicable
reporting and disclosure requirements of ERISA.


 


10.2                    Administrator.


 


(a)                              The Administrator is expressly empowered
and shall be vested with sole discretionary authority to (i) limit the
amount of Compensation that may be deferred; (ii) deposit amounts into the
Trust in accordance with Section 9.2; (iii) construe and interpret
the Plan and a Participant’s Participation Election Form (collectively
referred to as “Documents”), their terms, and any rules and regulations
promulgated thereunder, including, but not limited to, resolving ambiguities,
inconsistencies and omissions; (iv) construe and interpret the Federal and
state laws and regulations that relate to the Documents; (v) decide all
factual and other questions arising in connection with the Documents,
including, but not limited to, determinations of eligibility, entitlement to
benefits, and vesting; (vi) interpret the Plan and determine all questions
arising in the administration, interpretation and application of the Plan; (vii) employ
actuaries, accountants, counsel, and other persons it deems necessary in
connection with the administration of the Plan; and (viii) take all other
necessary and proper actions to fulfill its duties as Administrator.  All findings of the Administrator shall be
final and shall be binding and conclusive upon all persons having any interest
in the Plan.


 


(b)                              The Administrator shall not be liable for
any actions by it hereunder, unless due to its own negligence, willful
misconduct or lack of good faith.


 


(c)                               The Administrator shall be indemnified
and held harmless by the Company from and against all personal liability to
which it may be subject by reason of any act done or omitted to be done in its
official capacity as Administrator in good faith in the administration of the
Plan, including all expenses reasonably incurred in its defense in the event
the Company fails to provide such defense upon the request of the
Administrator.  The Administrator is
relieved of all responsibility in connection with its duties hereunder to the
fullest extent permitted by law.


 


16.

















 


10.3                    Claims Procedures.


 


(a)                              Applications for
Benefits and Inquiries.  Any application for benefits,
inquiries about the Plan or inquiries about present or future rights under the
Plan must be submitted to the Administrator in writing by an applicant (or his
or her authorized representative) and shall be addressed to:


 


Alexandria Real Estate
Equities, Inc.


Attention:  Chief Executive Officer/Chief Financial
Officer


385 E. Colorado Boulevard, Suite 299


Pasadena, CA 91101


 


(b)                              Denial of Claims. 
In the event that any application for benefits is denied in whole or in
part, the Administrator must provide the applicant with written or electronic
notice of the denial of the application, and of the applicant’s right to review
the denial.  Any electronic notice will
comply with the regulations of the U.S. Department of Labor.  The notice of denial will be set forth in a
manner designed to be understood by the applicant and will include the
following:


 


(i)                                  the specific reason or reasons for the
denial;


 


(ii)                              references to the specific Plan
provisions upon which the denial is based;


 


(iii)                          a description of any additional
information or material that the Administrator needs to complete the review and
an explanation of why such information or material is necessary; and


 


(iv)                          an explanation of the Plan’s review
procedures and the time limits applicable to such procedures, including a
statement of the applicant’s right to bring a civil action under Section 502(a) of
ERISA following a denial on review of the claim, as described in Section 10.3(d) below.


 


This
notice of denial will be given to the applicant within ninety (90) days after
the Administrator receives the application, unless special circumstances
require an extension of time, in which case, the Administrator has up to an
additional ninety (90) days for processing the application.  If an extension of time for processing is
required, written notice of the extension will be furnished to the applicant
before the end of the initial ninety (90) day period.


 


This
notice of extension will describe the special circumstances necessitating the
additional time and the date by which the Administrator is to render its
decision on the application.


 


(c)                               Request for a Review. 
Any person (or that person’s authorized representative) for whom an
application for benefits is denied, in whole or in part, may appeal the denial
by submitting a request for a review to the Administrator within sixty (60)
days after the application is denied.  A
request for a review shall be in writing and shall be addressed to:


 


17.

















 


Alexandria Real Estate
Equities, Inc.


Attention:  Chief Executive Officer/Chief Financial
Officer


385 E. Colorado Boulevard, Suite 299


Pasadena, CA 91101


 


A
request for review must set forth all of the grounds on which it is based, all
facts in support of the request and any other matters that the applicant feels
are pertinent.  The applicant (or his or
her representative) shall have the opportunity to submit (or the Administrator
may require the applicant to submit) written comments, documents, records, and
other information relating to his or her claim. 
The applicant (or his or her representative) shall be provided, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to his or her claim.  The review shall take into account all
comments, documents, records and other information submitted by the applicant
(or his or her representative) relating to the claim, without regard to whether
such information was submitted or considered in the initial benefit
determination.


 


(d)                              Decision on Review.  The Administrator will act on each request for review
within sixty (60) days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional sixty
(60) days), for processing the request for a review.  If an extension for review is required,
written notice of the extension will be furnished to the applicant within the
initial sixty (60) day period.  This
notice of extension will describe the special circumstances necessitating the
additional time and the date by which the Administrator is to render its
decision on the review.  The
Administrator will give prompt, written or electronic notice of its decision to
the applicant.  Any electronic notice
will comply with the regulations of the U.S. Department of Labor.  In the event that the Administrator confirms
the denial of the application for benefits in whole or in part, the notice will
set forth, in a manner calculated to be understood by the applicant, the following:


 


(i)                                  the specific reason or reasons for the
denial;


 


(ii)                              references to the specific Plan
provisions upon which the denial is based;


 


(iii)                          a statement that the applicant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to his or her
claim; and


 


(iv)                          a statement of the applicant’s right to
bring a civil action under Section 502(a) of ERISA.


 


(e)                              Rules and
Procedures.  The Administrator will establish rules and
procedures, consistent with the Plan and with ERISA, as necessary and
appropriate in carrying out its responsibilities in reviewing benefit
claims.  The Administrator may require an
applicant who wishes to submit additional information in connection with an
appeal from the denial of benefits to do so at the applicant’s own expense.


 


(f)                                 Exhaustion of Remedies. 
No legal action for benefits under the Plan may be brought until the
claimant (i) has submitted a written application for benefits in accordance



 


18.

















 


with
the procedures described by Section 10.3(a) above, (ii) has been
notified by the Administrator that the application is denied, (iii) has
filed a written request for a review of the application in accordance with the
appeal procedure described in Section 10.3(c) above, and (iv) has
been notified that the Administrator has denied the appeal.  Notwithstanding the foregoing, if the
Administrator does not respond to a Participant’s claim or appeal within the
relevant time limits specified in this Section 10.3, the Participant may
bring legal action for benefits under the Plan pursuant to Section 502(a) of
ERISA.


 


ARTICLE
XI


 


GENERAL
PROVISIONS


 


11.1                    No Assignment. 
Benefits or payments under this Plan shall not be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, garnishment or charge, whether voluntary or involuntary, and any
attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or
charge the same shall not be valid, nor shall any such benefit or payment be in
any way liable for or subject to the debts, contracts, liabilities, engagement
or torts of any Participant or beneficiary, or any other person entitled to such
benefit or payment pursuant to the terms of this Plan, except to such extent as
may be required by law.  If any
Participant or beneficiary or any other person entitled to a benefit or payment
pursuant to the terms of this Plan becomes bankrupt or attempts to anticipate,
alienate, sell, transfer, assign, pledge, encumber or charge any benefit or
payment under this Plan, in whole or in part, or if any attempt is made to
subject any such benefit or payment, in whole or in part, to the debts,
contracts, liabilities, engagements or torts of the Participant or beneficiary
or any other person entitled to any such benefit or payment pursuant to the
terms of this Plan, then such benefit or payment, in the discretion of the
Administrator, shall cease and terminate with respect to such Participant or
beneficiary, or any other such person.


 


11.2                    No Employment Rights. 
Participation in this Plan shall not be construed to confer upon any
Participant the legal right to be retained in the employ of the Company, or
give a Participant or beneficiary, or any other person, any right to any
payment whatsoever, except to the extent of the benefits provided for
hereunder.  Each Participant shall remain
subject to discharge to the same extent as if this Plan had never been adopted.


 


11.3                    Incompetence. 
If the Administrator determines that any person to whom a benefit is
payable under this Plan is incompetent by reason of physical or mental
disability, the Administrator shall have the power to cause the payments becoming
due to such person to be made to another for his or her benefit without
responsibility of the Administrator or the Company to see to the application of
such payments.  Any payment made pursuant
to such power shall, as to such payment, operate as a complete discharge of the
liabilities of the Company, the Administrator and the Trustee.


 


11.4                    Identity. 
If, at any time, any doubt exists as to the identity of any person
entitled to any payment hereunder or the amount or time of such payment, the
Administrator shall be entitled to hold such sum until such identity or amount
or time is determined or until an order of a court of competent jurisdiction is
obtained.  The Administrator shall also
be entitled to pay such sum into the court in accordance with the appropriate rules of
law. Any expenses incurred 


 


19.

















 


by the
Company, the Administrator, and the Trust incident to such proceeding or
litigation will be deemed a distribution from the Account pursuant to ARTICLE
VII and will be deducted from the balance in the Account of the affected
Participant.


 


11.5                    Other Benefits. 
The benefits of each Participant or beneficiary hereunder shall be in
addition to any benefits paid or payable to or on account of the Participant or
beneficiary under any other pension, disability, annuity or retirement plan or
policy whatsoever.


 


11.6                    No Liability. 
No liability shall attach to or be incurred by the Company, the Trustee
or any Administrator under or by reason of the terms, conditions and provisions
contained in this Plan, or for the acts or decisions taken or made thereunder
or in connection therewith; and as a condition precedent to the establishment
of this Plan or the receipt of benefits thereunder, or both, such liability, if
any, is expressly waived and released by each Participant and by any and all
persons claiming under or through any Participant or any other person.  Such waiver and release shall be conclusively
evidenced by any act or participation in or the acceptance of benefits or the
making of any election under this Plan.


 


11.7                    Expenses. 
Except as otherwise provided herein, all expenses incurred in the
administration of the Plan, whether incurred by the Company or the Plan, shall
be paid by the Company from the Trust. 
Notwithstanding the foregoing, (i) any investment-related expenses
for DCP Amounts shall be charged directly to the Account for which such
investments were made, and (ii) any commissions on the sales of securities
in respect of VIP Events shall be charged directly on pro rata basis to the
Account of each affected Participant at the time of such VIP Event, based on
the Participant’s Account balance in respect of the relevant Venture Investment
at the time of such VIP Event.  The
Trustee’s fees and expenses shall be paid by the Company.


 


11.8                    Amendment and Termination.


 


(a)                              The Administrator shall have the sole
authority to modify, amend or terminate this Plan; provided,
however, that any modification, amendment or termination of this
Plan shall not reduce, alter or impair, without the consent of a Participant, a
Participant’s right to any amounts already credited to his or her Account on
the day before the effective date of such modification, amendment or
termination.  In the event the Plan is
terminated, any vested amounts credited to a Participant’s Account shall be
distributed to the Participant in accordance with Section 7.3, and any
unvested amounts credited to the Participant’s Account shall continue to vest
in accordance with the terms of Section 5.1 and, upon becoming vested,
shall be distributed to the Participant in accordance with Section 7.3.


 


(b)                              The Administrator reserves the right to
make any modification or amendment to the Plan that it deems necessary to
comply with any requirements of law or to insure favorable tax treatment under
the Plan.


 


11.9                    Company Determinations. 
Any determinations, actions or decisions of the Company (including, but
not limited to, Plan amendments and Plan termination) shall be made by the
Administrator in accordance with its established procedures or by such other individuals,



 


20.

















 


groups
or organizations that have been properly appointed by the board of directors to
make such determination or decision.


 


11.10            Arbitration.  All disputes, claims, or causes of action arising from
or relating to this Plan 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.  All
Participants and the Company shall be deemed to have waived 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 the parties 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 Plan is intended to prevent
either the Company or a Participant from obtaining injunctive relief in court
to prevent irreparable harm pending the conclusion of any such arbitration.


 


11.11            Debt Offsets. 
If a Participant becomes entitled to a distribution of benefits under
the Plan, and if at such time the Participant has outstanding any debt,
obligation, or other liability representing an amount owing to the Company,
then the Company may offset such amount owed to it against the amount of
benefits otherwise distributable.  Such
determination shall be made by the Administrator.


 


11.12            Construction. 
All questions of interpretation, construction or application arising
under or concerning the terms of this Plan shall be decided by the
Administrator, in its sole and final discretion, whose decision shall be final,
binding and conclusive upon all persons.


 


11.13            Governing Law.  This Plan shall be governed by, construed and
administered in accordance with the applicable provisions of ERISA, and any
other applicable federal law; provided, however,
that to the extent not preempted by federal law, this Plan shall be governed by
construed and administered under the laws of the state of California, other
than its laws respecting choice of law.


 


11.14            Severability. 
If any provision of this Plan is held invalid or unenforceable, its
invalidity or unenforceability shall not affect any other provision of this
Plan and this Plan shall be construed and enforced as if such provision had not
been included therein.  If the inclusion
of any Employee (or Employees) as a Participant under this Plan would cause the
Plan to fail to comply with the requirements of Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA, then the Plan shall be severed with respect to such
Employee or Employees, who shall be considered to be participating in a
separate arrangement.


 


11.15            Headings. 
The ARTICLE and Section headings contained herein are inserted only
as a matter of convenience and for reference and in no way define, limit,
enlarge or describe the scope or intent of this Plan nor in any way shall they
affect this Plan or the construction of any provision thereof.


 


21.