Exhibit
10.10


 


AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT


 


THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT
AGREEMENT (this “Agreement”), originally made and entered into as of the 5th
day of January, 1994 (the “Original Effective Date”), and thereafter amended
from time to time and amended and restated in its entirety effective as of January 1,
2005 (the “Effective Date”), by and between Alexandria Real Estate Equities, Inc.,
a Maryland corporation (“Corporation”) and Joel S. Marcus, an individual (“Officer”),
is hereby further amended and restated in its entirety effective as of January 1,
2005 to read as follows:


 


RECITAL


 


WHEREAS, Corporation desires to continue to employ
Officer as its Vice Chairman and Chief Executive Officer, and Officer is willing
to continue to accept such employment by Corporation, on the terms and subject
to the conditions set forth in this Agreement.


 


NOW, THEREFORE, in consideration of the mutual
covenants contained herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree to amend and restate this Agreement as follows:


 


1.                                    Position and
Duties; Location.


 


During the Term (as defined below), Officer agrees
to be employed by and to serve Corporation as its Vice Chairman and Chief
Executive Officer.  In addition, Officer
agrees to serve in such capacities for Corporation’s subsidiaries, and in such
additional capacities consistent with Officer’s current position as a senior
executive officer, as may be determined by the Board of Directors of
Corporation (the “Board”).  Corporation
agrees to employ and retain Officer in such capacities.  Officer shall devote such of his business
time, energy, and skill to the affairs of Corporation and its subsidiaries as
shall be necessary to perform the duties of such positions.  Notwithstanding the foregoing, subject to any
written policies of Corporation, nothing in this Agreement shall preclude
Officer 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 family and other 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 hereafter on
any such for-profit board of directors, Officer 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 Officer
shall submit to the Board (or the appropriate committee thereof) a list of any
for-profit boards of directors on which Officer is serving as of the Effective
Date.  Officer shall only report to and
be responsible directly to the Chairman of the Board and to the Board and at
all times during the Term shall have powers and duties at least commensurate
with his positions, including, without limitation, the right to hire or
terminate any subordinate officers and any employees without the approval or
consent of the Board or any other officer of Corporation; provided, however,
that Officer shall consult with the Board before exercising his right to hire
or terminate the Chief Financial Officer, Chief Operating Officer, and
President of Corporation; and provided further that Officer and Corporation
acknowledge that nothing in this Agreement modifies the authority of the
Compensation Committee of the Board to establish the aggregate compensation
levels of senior officers, above the level of vice president, of
Corporation.  Officer shall be based at
the principal executive offices of Corporation in the Los Angeles, California
metropolitan area, except for reasonable required travel on Corporation’s
business.


 





















 


2.                                    Term of
Employment.


 


The Term of this Agreement (the “Term”) shall be for
a period commencing on January 1, 2005 and ending on December 31,
2010 (together with any later date resulting from an extension as contemplated
below, the “Termination Date”), unless terminated earlier pursuant to this
Agreement (the “Early Termination Date,” and, as the context so requires, a “Termination
Date”).  Commencing on December 31,
2010, and on each subsequent anniversary thereof, the Term shall be
automatically extended for one additional year unless, no later than six months
before such date, either party shall have given written notice to the other
that it does not wish to extend the Term. 
References herein to the Term shall refer to both the initial Term and
any such extended Term.


 


3.                                    Compensation,
Benefits and Reimbursement.


 


3.1                            Base
Salary.  During the
Term, Officer shall be entitled to the following base salary:


 


(a)                               Minimum
Base Salary.  During the Term and subject to the terms and
conditions set forth herein, Corporation agrees to pay to Officer an annual “Base
Salary” of $675,000 (which for 2008 is $750,000), or such higher amount as may
from time to time be determined by Corporation; provided, however, that Officer’s
Base Salary for 2009 (only) shall be $500,000. 
Unless otherwise agreed in writing by Officer and Corporation, the
salary shall be payable in substantially equal semi-monthly installments in
accordance with the standard policies of Corporation in existence from time to
time.


 


(b)                              Earned
Base Salary.  For
purposes of any early termination of this Agreement as provided in Paragraph 4
below, the term “Earned Base Salary” shall mean all semi-monthly installments
of the Base Salary which have become due and payable to Officer, together with
any partial monthly installment prorated on a daily basis up to and including
the applicable Termination Date.


 


3.2                            Increases
in Base Salary.  Officer’s Base Salary shall be reviewed
no less frequently than on each anniversary of the Effective Date during the
Term by the Board (or such committee as may be appointed by the Board for such
purpose).  Subject to Paragraph 3.1(a),
the Base Salary payable to Officer shall be increased on each such anniversary
date (and such other times as the Board or a committee of the Board may deem
appropriate during the Term) 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 (i) subject to Paragraph 3.1(a), 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, 2005 as the
base date for comparison), and (ii) effective following January 1,
2009, the amount of Base Salary for purposes of determining such increase shall
be the greater of the Base Salary in effect on the date of determination or the
Unreduced Base Salary (as defined below). 
Any increase in Base Salary or other compensation shall in no way limit
or reduce any other obligations of Corporation hereunder and, subject to
Paragraph 3.1(a), once established at an increased specified rate, Officer’s Base
Salary shall not be reduced unless Officer otherwise agrees in writing.  For purposes of this Agreement, “Unreduced
Base Salary” shall mean an amount equal to $750,000 plus the cumulative
cost-of-living increment, as of January 1, 2009, as reported in the “Consumer
Price Index, Los Angeles, California, All Items,” published by the U.S.
Department of Labor.


 


3.3                            Bonus.  During
the Term, Officer is eligible for the following cash bonus (each, a “Bonus”):


 


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(a)                               Bonus.  Officer
shall be eligible to receive a Bonus for each fiscal year of Corporation (or
portion thereof) during the Term, with the Bonus to consist of (i) a
retention bonus equal to 50% of Base Salary (the “Retention Bonus”), which
shall be deemed earned as of January 1 of the next fiscal year and paid no
later than the end of the first quarter of that next fiscal year; and (ii) an
amount (the “Performance Bonus”) as determined in the sole discretion of the
Board (or a committee of the Board) based upon its evaluation of Officer’s
performance during such year and such other factors and conditions as the Board
(or a committee of the Board) deems relevant (the “Performance Bonus Criteria”),
with the amount payable upon achievement of target levels of performance being
no less than 50% of Base Salary (the “Performance Bonus Target”); provided,
however, that (A) the Board, in its reasonable discretion, may provide for
an award in an amount less than the Performance Bonus Target in the event that
the Performance Bonus Criteria are not fully achieved and for an award in an
amount more than the Performance Bonus Target in the event that the Performance
Bonus Criteria are exceeded and (B) effective following January 1,
2009, the amount of Base Salary for purposes of determining the Bonus shall be
the greater of the Base Salary in effect for the applicable fiscal year or
Unreduced Base Salary.  Any such
Performance Bonus shall be payable within 185 days after the end of Corporation’s
fiscal year to which such Bonus relates. 
Officer shall also receive a cash signing bonus, which shall be earned
and paid on a monthly basis in the form of twelve (12) monthly payments of
$100,000 each, beginning with a $100,000 payment on April 1, 2006, and
ending with the twelfth payment on March 1, 2007.


 


(b)                              Determination
of Bonus.  The Performance Bonus Criteria shall be
developed in the reasonable discretion of the Board (or a committee of the
Board) after consultation with Officer.


 


3.4                            Additional
Benefits.  During the Term,
Officer shall be entitled to the following additional benefits:


 


(a)                               Officer
Benefits.  Officer shall be eligible to
participate in such of Corporation’s benefit and deferred compensation plans as
are made available to executive officers of Corporation, including, without
limitation, Corporation’s stock incentive and other equity-based compensation
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 Corporation, Officer’s
employment with Corporation shall be deemed to have commenced on the Original
Effective Date of this Agreement.


 


(b)                              Vacation.  Officer
shall be entitled to accrue a minimum of six weeks of paid vacation during each
year during the Term and any extensions thereof, prorated for partial
years.  Any accrued vacation not taken
during any year may be carried forward to subsequent years; provided that
Officer may not accrue more than 12 weeks of unused vacation at any time.  Unused vacation in excess of Officer’s
allowable accrued vacation under the foregoing proviso shall be promptly paid
to Officer at the end of each year in a cash amount equal to (i) the
number of weeks of excess vacation time, multiplied by (ii) weekly Base
Salary.


 


(c)                               Life
Insurance.  During the Term, Corporation shall, at
its sole cost and expense, procure and keep in effect term life insurance (a
minimum five year term certain policy) on the life of Officer, payable to such
beneficiaries as Officer may from time to time designate, in the aggregate
amount of $5,000,000.  Such policy shall
be owned by Officer or by a member of his immediate family.  Corporation shall have no incidents of
ownership therein.


 


(d)                              Disability
Insurance.  During the Term,
Corporation shall, at its sole cost and expense, procure and keep in effect
long-term disability and short-term disability coverage (the 


 


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“Disability Policy”) similar to Officer’s current
disability insurance policy on Officer (or, if better, any subsequent policy),
payable to Officer in an annual amount not less than 60% of Officer’s then
existing Base Salary, Retention Bonus, Performance Bonus, and other cash
compensation subject to such limitations as may be applicable under California
law and under standard insurance underwriters requirements; provided, however,
that if such annual amount is based on a level of Base Salary that is less than
the level of Unreduced Base Salary and Officer becomes entitled to disability
payments under the Disability Policy, Corporation shall provide a supplemental
payment to Officer in an amount equal to the difference between (i) the
amount of the disability payments under the Disability Policy and (ii) the
amount of the disability payments that Officer would have been entitled to
receive under the Disability Policy if such annual amount had been based on a
level of Base Salary equal to Unreduced Base Salary.  Any such supplemental payments shall be made
at the same time as the disability payments are made to Officer under the
Disability Policy.  The premiums for the
foregoing coverage shall be included in Officer’s gross income.


 


(e)                              Reimbursement
for Expenses.  During the Term,
Corporation shall reimburse Officer for all reasonable out-of-pocket business
and/or entertainment expenses incurred by Officer for the purpose of and in
connection with the performance of his services pursuant to this
Agreement.  Officer shall be entitled to
such reimbursement upon the presentation by Officer to Corporation of vouchers
or other statements itemizing such expenses in reasonable detail consistent
with Corporation’s policies.  In
addition, Officer shall be entitled to reimbursement for (i) dues and
membership fees in professional organizations and/or industry associations in
which Officer is currently a member or becomes a member; (ii) appropriate
industry seminars and mandatory continuing education and (iii) membership
in a health club or other health-related activity of Officer’s choosing up to a
maximum annual fee of $5,000.  The amount
of expenses eligible for reimbursement pursuant to this Paragraph 3.4(e) 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, Corporation shall reimburse Officer for any expense eligible for
reimbursement pursuant to this Paragraph 3.4(e) on or before the end of
the calendar year following the calendar year in which the expense was
incurred.  Corporation shall pay Officer
for all reasonable attorney’s fees, disbursements and costs incurred by Officer
in connection with the negotiation, preparation and execution of this
Agreement, within 15 days following presentation of invoices which have been
paid.


 


(f)                                  Withholding.  Compensation
and benefits paid to Officer under this Agreement shall be subject to
applicable federal, state and local wage deductions and other deductions
required by law.


 


(g)                              Certain
Restricted Stock; Certain Other Equity-Related Provisions.  Effective
as of the date that this Agreement was originally executed by Corporation and
Officer, Officer was granted 30,000 shares of restricted stock of Corporation
as a stock signing bonus in recognition of, among other things, his superior
performance during his previous period of employment.  These 30,000 shares of restricted stock were
granted effective January 1, 2006 and vested 1/24th each month over the
24-month period from January 1, 2006 through December 31, 2007.


 


In addition, effective as of January 1, 2009,
for his execution hereof, Officer shall be granted a number of shares of
restricted stock of Corporation that have an aggregate fair market value of
$1,000,000 (based on the closing price of Corporation’s stock on December 31,
2008), which shares shall vest 1/24th each month over the 24-month period from January 1,
2009 through December 31, 2010.


 


In addition, without limiting the generality of
Paragraph 3.4(a) above, Officer shall be eligible during the Term to
participate in any stock incentive or other equity-based compensation plans of
Corporation on a basis that is no less favorable than that applicable to other
senior executives of 


 


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Corporation. 
With respect to restricted stock and other equity or equity-based
compensation awards (excluding awards of stock options and stock appreciation
rights), Corporation shall pay Officer an additional cash amount as a tax
gross-up upon each vesting or other taxation date with respect to such awards
equal to 40% of the value of the shares, 
other property or cash included in Officer’s taxable income on such date
(but not more than $1 million in any calendar year; provided that any unused
potential gross-up under such $1 million cap shall be carried over and
available so as to increase the cap for the next and all subsequent years for
which there could be a required gross-up payment, until such carried-over
amount is used up); regardless of whether the applicable award was, is or will
be made before, concurrently with or after the date hereof.  Officer will receive the full cash dividends
attributable to all nonforfeited shares of restricted stock (or units),
regardless of whether such shares (or units) have become vested on or before
the record date for such dividends on the shares (or, as applicable, the
underlying shares).  Upon a Change in
Control (as defined below), (i) any and all equity or equity-based
compensation shall vest; and (ii) any and all options shall be exercisable
for their full terms without regard to the termination of Officer’s employment.


 


4.                                    Termination of this
Agreement.


 


4.1                            Termination
by Corporation Defined.


 


(a)                               Termination
Without Cause. Subject to the provisions set forth in Paragraph
4.3 below, “Termination Without Cause” shall constitute any termination of
Officer’s employment by Corporation other than termination for Cause (as
defined below).


 


(b)                              Termination
for Cause. Subject to the provisions set forth in Paragraph
4.3 below, prior to the Termination Date, Corporation shall have the right to
terminate this Agreement for Cause 30 days after written notice has been
delivered to Officer, which notice shall specify the specific facts relating to
and reason for, and the effective date of, such termination (which date shall
be the applicable Early Termination Date). 
For purposes of this Agreement, “Cause” shall mean the following:


 


(i)                                   Officer’s use
of alcohol or narcotics which proximately results in the willful material breach
or habitual willful neglect of Officer’s duties under this Agreement;


 


(ii)                                Officer’s
criminal conviction of fraud, embezzlement, misappropriation of assets, or any
felony, but in no event traffic or similar violations; or


 


(iii)                             Officer’s
willful Material Breach (as defined below) of this Agreement, if such willful
Material Breach is not cured by Officer within 30 days after Corporation’s
written notice thereof specifying the nature of such willful Material
Breach.  For purposes of this Paragraph
4.1(b), the term willful “Material Breach” (A) shall mean the substantial
and continual willful nonperformance of Officer’s material duties under this
Agreement resulting from Officer’s gross negligence or willful misconduct which
the Board reasonably determines has resulted in material injury to Corporation
and (B) notwithstanding anything in this Paragraph 4.1(b) to the
contrary, the term willful “Material Breach” shall include Officer’s willful
material violation of any specific and proper resolution passed by the Board
(or a committee thereof) consistent with this Agreement.


 


Notwithstanding the foregoing, Cause shall in no
event be deemed to exist except (i) as to any event or condition allegedly
constituting Cause, as to which notice is given not more than 30 days following
the date that such event or condition first becomes known to the Board, and (ii) upon
a finding reflected in a resolution of the Board approved by at least
two-thirds of the members of the Board, 


 


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excluding Officer (whose
finding shall not be binding upon or entitled to any deference by any court,
arbitrator or other decision-maker ruling on this Agreement), at a meeting of
which Officer shall have been given proper notice and at which Officer (and
Officer’s counsel) shall have a reasonable opportunity to present Officer’s
case.


 


For purposes of this Paragraph 4.1(b), no act or
omission or other conduct shall be considered “willful” if Officer believed in
good faith that such act or omission or conduct was in or not opposed to the
best interests of Corporation.


 


(c)                               Termination
by Reason of Death or Disability.  Subject to the provisions set forth in
Paragraph 4.3 below, prior to the Termination Date, Corporation shall have
the right to terminate this Agreement by reason of Officer’s death or Permanent
Disability.  For purposes of this
benefit, “Permanent Disability” shall mean any physical or mental disability
which causes Officer to be unable to perform all of Officer’s material duties
as an employee of Corporation for 180 consecutive business days.  Notwithstanding the foregoing, if Corporation
asserts that Officer has a Permanent Disability; (i)  Corporation shall
give Officer at least 15 business days’ advance written notice thereof; (ii) Officer
shall have the right within 10 business days after such notice to dispute
Corporation’s assertion; (iii) within 10 business days after
exercising such right Officer shall submit to a physical examination by a
physician affiliated with any major metropolitan hospital and selected by
Officer; provided, however, that, prior to such physical examination, Officer
shall obtain the approval of the Board (or if applicable, its designated
committee) with respect to the selection of such physician, which approval
shall not be unreasonably withheld; and (iv) if such physician shall issue
his written statement to the effect that in his opinion, based on his
diagnosis, Officer is capable of resuming his employment and devoting his full
time and energy to discharging his duties within 10 business days after
the date of such statement, Corporation shall not have the right to terminate
Officer under this Paragraph 4.1(c) without further dispute.


 


4.2                            Termination
by Officer Defined.


 


(a)                               Termination
Other than for Good Reason.  Subject to the provisions set forth in
Paragraph 4.3 below, Officer shall have the right to terminate this Agreement
for any reason other than for Good Reason (as defined below), at any time prior
to the Termination Date, upon written notice delivered to Corporation 30 days
prior to the effective date of termination specified in such notice (which date
shall be the applicable Early Termination Date).


 


(b)                              Termination
for Good Reason.  Subject to the
provisions of Paragraph 4.3 below, Officer shall have the right to terminate
this Agreement prior to the Termination Date in the event of Good Reason.  For the purposes of this Agreement, “Good
Reason” shall mean, without Officer’s express written consent, the occurrence of
any of the following circumstances, and in the case of clauses (i), (iii), (v),
(vi), (vii), (viii) and (ix) of this Paragraph 4.2(b), failure of
Corporation to cure such circumstances within 30 days after written notice
thereof specifying the nature of such circumstances has been delivered to
Corporation (it being agreed that, if Corporation effects a cure of an event or
condition under any particular one of such clauses, it shall not again be
permitted during the Term to cure an event or condition under that same
clause); provided that Officer shall be required to provide such written notice
to Corporation within 30 days following the date that such circumstance first
becomes known to Officer:


 


(i)                                   the assignment
to Officer of any duties inconsistent with Officer’s positions as set forth in
Paragraph l, or an adverse alteration in the nature or status of Officer’s
responsibilities;


 


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(ii)                                upon or after a
Change in Control (as defined below), a substantial change in the nature of the
business operations of Corporation;


 


(iii)                             a reduction by
Corporation in Officer’s Base Salary or Retention Bonus as in effect on the
date hereof or as the same may be increased from time to time;


 


(iv)                            the relocation
of Corporation’s principal executive offices to a location outside the Los
Angeles and Pasadena, California metropolitan areas, or Corporation’s requiring
Officer to be based anywhere other than Corporation’s principal executive
offices except for required travel on Corporation’s business to an extent
substantially consistent with Officer’s business travel obligations immediately
to the date hereof;


 


(v)                               the failure by
Corporation to pay Officer any portion of his current compensation, or to pay
Officer any portion of an installment of deferred compensation under any
deferred compensation program of Corporation, within seven days of the date
such compensation is due;


 


(vi)                            upon or after a
Change in Control, the failure by Corporation to continue in effect any compensation
plan in which Officer participates immediately prior to the Change in Control
which is material to Officer’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 Corporation to continue
Officer’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 prior to the Change in Control;


 


(vii)                         upon or after a
Change in Control, the failure by Corporation to continue to provide Officer
with benefits substantially similar to those under any of Corporation’s
directors and officers liability insurance, life insurance, medical, health and
accident, or disability plans in which Officer was participating at the time of
a Change in Control, the taking of any action by Corporation which would
directly or indirectly materially reduce any of such benefits or deprive
Officer of any material fringe benefit enjoyed by him at the time of a Change
in Control, or the failure by Corporation to provide Officer with the number of
paid vacation days to which he is entitled on the basis of years of service
with Corporation in accordance with Corporation’s normal vacation policy in
effect at the time of the Change in Control;


 


(viii)                      the failure of
Corporation to obtain a satisfactory agreement from any successor to assume and
agree to perform this Agreement; or


 


(ix)                            a material
breach of this Agreement by Corporation.


 


Officer’s right to terminate Officer’s employment
for Good Reason shall not be affected by Officer’s incapacity due to physical
or mental illness.  In addition,
notwithstanding any other provision of this Agreement, (i) any termination
of employment by Corporation (other than a termination by Corporation for
Cause), or failure to renew this Agreement, during the six-month period
following a Change in Control (the “Six-Month Period”) shall  be treated as a termination by Officer for
Good Reason, and (ii) any termination of employment (other than a
termination by Corporation for Cause), regardless of the reason therefor or the
party initiating the termination,  shall
be treated as a termination by Officer for Good Reason if it occurs within the
30-day period following the Six-Month Period.


 


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4.3                            Effect
of Termination.  In the
event that this Agreement is terminated by Corporation or Officer prior to the
Termination Date in accordance with the provisions of this Paragraph 4, the
obligations and covenants of the parties under this Paragraph 4 shall be of no
further force and effect, except for the obligations of the parties set forth
below in this Paragraph 4.3, and such other provisions of this Agreement which
shall survive termination of this Agreement as provided in Paragraph 6.11
below.  Except as otherwise specifically
set forth in this Agreement, all amounts due upon termination shall be payable
on the date such amounts would otherwise have been paid had the Agreement
continued through its Term; provided, however, that subject to the provisions
of each plan governing Deferred Amounts (as defined below), including, but not
limited to, provisions that may delay the payment of Deferred Amounts until six
months and one day after Officer’s Separation From Service (as defined in
Paragraph 4.4(b)(i)), Deferred Amounts shall be payable within 30 days
following the Early Termination Date.  In
the event of any such early termination in accordance with the provisions of
this Paragraph 4.3, Officer shall be entitled to the following:


 


(a)                               Termination
by Corporation.


 


(i)                                   Termination
Without Cause.  In the event that Corporation
terminates this Agreement without Cause pursuant to Paragraph 4.1(a) above,
Officer shall be entitled to:  (i) Earned
Base Salary; (ii) any earned Bonus, for the fiscal year of Corporation
immediately prior to the fiscal year in which Officer is terminated, that
Officer is entitled to receive, pursuant to Paragraph 3.3 of this Agreement,
but which has not been paid to Officer as of the Early Termination Date, in the
amount in which such bonus either has been determined or approved by the Board
(or a committee of the Board) or is readily ascertainable (in all cases without
regard to any ability of the Board (or committee) to exercise any negative
discretion regarding payment), at the same time that other executive bonuses
are determined, by reference to Performance Bonus Criteria previously
established by the Board (or a committee of the Board) (an “Earned Bonus”); (iii) vested
benefits pursuant to written employee benefit plans (“Earned Benefits”) and
reimbursable expenses; (iv) any compensation earned but deferred (“Deferred
Amounts”); (v) a pro rata Bonus for the portion of the fiscal year in
which Officer’s termination occurs, equal to the sum of (a) a pro rata
portion of the Retention Bonus for the applicable year and (b) a pro rata
portion of the Performance Bonus for the applicable year, which shall be
determined by an independent certified public accountant mutually acceptable to
Officer and Corporation, based on Corporation’s or Officer’s, as applicable,
level of achievement of the Performance Bonus Criteria during the financial
quarters in the year of Officer’s termination that were completed prior to such
termination, provided that if such termination occurs prior to the end of the
first financial quarter of the applicable year, the Performance Bonus shall be
determined based on Corporation’s or Officer’s, as applicable, level of
achievement of the Performance Bonus Criteria for the immediately preceding
year, and provided, further, that in any event, for purposes of this clause
(b), the Performance Bonus that is to be prorated for the applicable year shall
not be less than the Performance Bonus for the immediately preceding year (a “Pro
Rata Bonus”); provided, however, that the parties hereto (1) acknowledge
that any Performance Bonus based upon performance during any fiscal year
beginning on or after January 2, 2009 will not qualify as “performance-based
compensation” under Section 162(m) of the Internal Revenue Code of
1986, as amended (the “Code”) and (2) agree to renegotiate in good faith
the foregoing provisions of this clause (v) if Corporation wishes to
qualify any Performance Bonus as “performance-based compensation” under Section 162(m) of
the Code; (vi) the Severance Payment (as defined below); (vii) continued
participation throughout the three-year period following Officer’s termination
of employment in all employee welfare and pension benefit plans, programs or
arrangements to the extent permitted by those plans (but at such costs no
higher than as in effect immediately preceding such termination), provided that
Corporation shall in no event be required to provide any benefits otherwise
required by this clause (vii) after such time as Officer becomes entitled
to 


 


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receive
benefits of the same type from another employer or recipient of Officer’s
services; (viii) payment of full salary in lieu of all accrued vacation; (ix) for
a period of up to 180 days following Officer’s termination of employment,
outplacement services (which shall be reasonable for an officer of Officer’s
status at a company such as Corporation) through a bona fide outplacement
organization acceptable to Officer that, at a minimum, agrees to supply Officer
with outplacement counseling, a private office and administrative support,
including telephone service (“Applicable Outplacement Services”); (x) full
and immediate vesting of any and all outstanding and unvested equity or
equity-based compensation awards (including without limitation restricted stock
and stock options) granted to Officer under Corporation’s stock option or
incentive compensation plans and exercisability of any and all outstanding
options for their full terms without regard to the termination (for the
avoidance of doubt, such awards for purposes of this Agreement include, without
limitation, the grants of restricted stock and options listed on Schedule A
hereto); and (xi) any payments which would have been payable under the last
sentence of Paragraph 3.3(a) (Bonus) herein if Officer’s employment had
not terminated.  In the event Officer’s
participation in any such plan, program or arrangement described in this
Paragraph 4.3(a)(i) is barred, Corporation shall arrange to provide
Officer with substantially similar benefits (on a post-tax basis).


 


(ii)                                Termination for
Cause.  In the event that Corporation terminates this Agreement
for Cause pursuant to Paragraph 4.1(b) above, Officer shall be entitled to
(i) Earned Base Salary; (ii) any Earned Bonus; (iii) Earned
Benefits and reimbursable expenses; and (iv) any Deferred Amounts.  Officer shall not be entitled to any Pro Rata
Bonus, future annual Bonus or Severance Payment.


 


(iii)                             Termination Due
to Death or Permanent Disability.  In the event
that Officer’s employment is terminated by reason of death or Permanent
Disability, he shall be entitled to all compensation and benefits described in
Paragraph 4.3(a)(i) above, except subparagraph (ix) therein.


 


(iv)                            Termination Due
to Non-Renewal.  In the event that Corporation does not
renew this Agreement as contemplated by Paragraph 2 above, and either party
terminates Officer’s employment upon the scheduled expiration of the Term (and,
for the avoidance of doubt, the termination is not treated as a termination for
Good Reason under the last sentence of Paragraph 4.2(b) above), Officer
shall be entitled to all of the compensation and benefits to which he would be
entitled under Paragraph 4.3(a)(i) above in the event of a termination by
Corporation without Cause, except that the definition of “Severance Payment” in
Paragraph 4.4(a) below shall be applied by substituting “two times” for “three
times,” as the latter appears therein.


 


(b)                              Termination
by Officer.


 


(i)                                   Termination
Other than for Good Reason.  In the event
that Officer terminates this Agreement other than for Good Reason, Officer
shall be entitled to (i) Earned Base Salary; (ii) any Earned Bonus; (iii) Earned
Benefits and reimbursable expenses; and (iv) any Deferred Amounts.  Officer shall not be entitled to any Pro Rata
Bonus, future annual Bonus or Severance Payment.


 


(ii)                                Termination for
Good Reason.  In the event that Officer terminates
this Agreement for Good Reason, Officer shall be entitled to all of the
compensation and benefits to which he would be entitled under Paragraph 4.3(a)(i) above
in the event of a termination by Corporation without Cause; provided, however,
that in the event that Officer terminates this Agreement for Good Reason
pursuant to Paragraph 4.2(b)(iii), Earned Base Salary shall mean all


 


–9–




















 


semi-monthly
installments of Base Salary as in effect on the date of termination or the date
immediately prior to any reduction under Paragraph 4.2(b)(iii), whichever is
greater, which have become due and payable to Officer, together with any
partial monthly installment prorated on a daily basis up to and including the
applicable Termination Date.


 


4.4       Severance Payment; Post-Employment Consulting


 


(a)        Definition of “Severance Payment.”  For
purposes of this Agreement, the term “Severance Payment” shall mean an amount
equal to three times Officer’s Aggregate Compensation.  For purposes of this Agreement, “Aggregate
Compensation” shall mean the sum of (i) the greater of (a) Base
Salary, as in effect on the date of termination, or (b) effective on and
following January 1, 2009, Unreduced Base Salary, and (ii) the sum of
(a) the Retention Bonus for the applicable year and (b) the
Performance Bonus for the applicable year, as determined pursuant to clause (v)(b) of
the first sentence of Paragraph 4.3(a)(i) above; provided, however, that
in the event that Officer terminates this Agreement for Good Reason pursuant to
Paragraph 4.2(b)(iii), Aggregate Compensation shall mean the sum of (i) the
greatest of (a) Base Salary, as in effect on the date of termination, (b) Base
Salary, as in effect on the date immediately prior to any reduction described
in Paragraph 4.2(b)(iii), or (c) effective on and following January 1,
2009, Unreduced Base Salary, and (ii) the sum of (a) the Retention
Bonus for the applicable year or as in effect on the date immediately prior to
any reduction described in Paragraph 4.2(b)(iii), whichever is greater, and (b) the
Performance Bonus for the applicable year, as determined pursuant to clause (v)(b) of
the first sentence of Paragraph 4.3(a)(i) above.  In the event that Officer is entitled to a
Severance Payment, except by virtue of death or Permanent Disability, Officer
shall provide post-employment consulting services pursuant to Paragraph 4.4(c) below).


 


(b)        Payment of Severance Payment and Pro Rata Bonus; Section 409A.  In
the event that Officer is entitled to any Severance Payment or Pro Rata Bonus
pursuant to Paragraph 4.3 above, such Severance Payment and Pro Rata Bonus
shall be payable in a lump sum within 10 days following Officer’s termination
of employment; provided, however, that:


 


(i)         payment of such amounts and any other amounts or benefits
provided under this Agreement in connection with Officer’s termination of
employment that constitute “deferred compensation” within the meaning of Section 409A
of 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 Officer’s termination of employment unless and until Officer
has also incurred a “separation from service” (as such term is defined in
Treasury Regulation Section 1.409A-1(h) (“Separation From Service”)),
unless Corporation reasonably determines that such amounts and benefits may be
provided to Officer without causing Officer to incur the adverse personal tax
consequences under Section 409A; and


 


(ii)        it is intended that (a) each installment of any amounts
or benefits payable under this Agreement be regarded as a separate “payment”
for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i) (and
each such installment is hereby designated as separate for such purpose), (b) all
payments of any such amounts or benefits satisfy, to the greatest extent
possible, the exemptions from the application of Section 409A provided
under Treasury Regulations Sections 1.409A-1(b)(4) and
1.409A-1(b)(9)(iii), and (c) any such amounts or benefits consisting of
COBRA premiums also satisfy, to the greatest extent possible, the exemption
from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v).  However, if any such amounts or benefits
constitute “deferred compensation” under Section 409A and Officer is a “specified
employee” of Corporation, as such term is defined in Section 409A(a)(2)(B)(i) of
the Code, then, solely to the extent necessary to avoid the incurrence of the
adverse personal tax consequences under Section 409A, the timing of such
benefit payments shall be delayed as follows: on the earlier to occur of (a) the
date that is six months and one day 


 


–10–

















 


after Officer’s Separation
From Service and (b) the date of Officer’s death (such applicable date,
the “Delayed Initial Payment Date”), Corporation shall (1) pay Officer a
lump sum amount equal to the sum of the benefit payments that Officer 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 paragraph and (2) commence paying the balance, if any, of the
benefits in accordance with the applicable payment schedule.


 


Officer and Corporation
agree that one-half of any Severance Payment shall constitute consideration for
Officer’s compliance with the post-employment consulting provisions of
Paragraph 4.4(c) below and the noncompetition obligation of Paragraph 5.


 


(c)        Post-Employment Consulting.


 


(i)         Consulting Period.  In
the event that Officer is entitled to a Severance Payment, except by virtue of
death or Permanent Disability, Officer shall continue to provide services to
Corporation as a consultant for the period (the “Consulting Period”) from the
termination of Officer’s employment through the earlier of: the 12-month period
following Officer’s termination of employment, or the date of the termination
of Officer’s service as a consultant by Corporation due to Officer’s material
breach of this Agreement.


 


(ii)        Consulting Duties.  Officer
shall be available to provide consulting services during the Consulting Period
(or shorter period, if applicable) in Officer’s areas of expertise, as
requested by the Chief Executive Officer of Corporation or the Board (or a
committee of the Board).  Officer shall
make himself available to provide such services for up to 20 hours per month
for the first three months of the Consulting Period, and five hours per month
for the remainder of the Consulting Period; provided that the Executive shall
not be required to provide services that would conflict with or otherwise
interfere in any way with his duties or responsibilities (including without
limitation as to the time, place and manner of services) for any subsequent
employer or other recipient of his services. 
Corporation shall require such services at reasonable times and places
mutually agreed upon by Corporation and Officer.  By way of example, it shall not be a breach
of this Agreement if Officer has made himself available to render such services
and Corporation does not require Officer to render all such services.


 


(iii)       Independent
Contractor Status.  During the Consulting Period (or shorter
period, if applicable), Officer acknowledges and agrees that he (i) shall
be an independent contractor of Corporation and not an employee, and (ii) shall
not be entitled to any of the benefits that Corporation may make available solely
to its employees, except as otherwise specifically set forth in this Agreement
or to the extent that Officer elects continued health care coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or analogous
provisions of state law.  Consultant
shall execute Corporation’s standard form of independent contractor consulting
agreement (which is attached to this Agreement as Exhibit A), which shall
among other things, require Consultant to refrain from unauthorized use and
disclosure of Corporation’s confidential and proprietary information (but which
shall in no event be more restrictive than this Agreement as to such matters).


 


(iv)       Expense
Reimbursement.  Corporation shall reimburse Officer for all
reasonable out-of-pocket business expenses incurred by Officer for the purpose
of and in connection with the performance of his consulting services pursuant
to this Agreement.  Officer shall be
entitled to such reimbursement upon the presentation by Officer to Corporation
of vouchers or other statements itemizing such expenses in reasonable detail
consistent with Corporation’s policies. 
The amount of expenses eligible for reimbursement pursuant to this 


 


–11–

















 


Paragraph
4.4(c)(iv) during a calendar year shall not affect the amount of expenses
eligible for reimbursement in any other calendar year.  Corporation shall reimburse Officer for any
expense eligible for reimbursement pursuant to this Paragraph 4.4(c)(iv) on
or before the end of the calendar year following the calendar year in which the
expense was incurred.


 


(d)        Full Settlement of All Obligations.  Officer
hereby acknowledges and agrees that any Severance Payment paid to Officer
hereunder shall be deemed to be in full and complete settlement of all
obligations of Corporation under this Agreement.


 


(e)        Change in Control.  For purposes of
this Agreement, 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) Corporation or any of its subsidiaries, (B) a trustee or
other fiduciary holding securities under an employee benefit plan of
Corporation 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 Corporation
in substantially the same proportions as their ownership of stock of
Corporation) becomes the Beneficial Owner, as such term is defined in Rule 13d-3
under the Exchange Act, directly or indirectly, of securities of Corporation
(not including in the securities beneficially owned by such Person any
securities acquired directly from Corporation or its affiliates other than in
connection with the acquisition by Corporation or its affiliates of a business)
representing 25% or more of the combined voting power of Corporation’s then
outstanding securities; or


 


(ii)        The following
individuals cease for any reason to constitute a majority of the number of
directors then serving:  individuals who,
on the date hereof, constitute the Board and any new director (other than a
director whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of Corporation) whose
appointment or election by the Board or nomination for election by Corporation’s
stockholders was approved or recommended by a vote of at least two-thirds 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 Corporation with any other corporation, other than (A) a
merger or consolidation which would result in the voting securities of Corporation
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 Corporation or any subsidiary of Corporation, at least
75% of the combined voting power of the securities of Corporation 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 Corporation (or similar transaction) in which
no Person is or becomes the Beneficial Owner, directly or indirectly, of securities
of Corporation (not including in the securities beneficially owned by such
Person any securities acquired directly from Corporation or its affiliates
other than in connection with the acquisition by Corporation or its affiliates
of a business) representing 25% or more of the combined voting power of
Corporation’s then outstanding securities; or


 


–12–

















 


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


 


4.5       Gross-Up.  If any of the
Total Payments (as hereinafter defined) will be subject to the tax (the “Excise
Tax”) imposed by Section 4999 of the Code, Corporation shall pay to
Officer, no later than the 10th day following the event that results in the
imposition of the Excise Tax, an additional amount (the “Gross-Up Payment”)
such that the net amount retained by him, after deduction of any Excise Tax on
the Total Payments and any federal, state and local income and employment taxes
upon the payment provided for by this Paragraph, shall be equal to the excess
of the Total Payments over the payment provided for by this Paragraph.  Corporation’s independent auditors shall
determine whether any of the Total Payments will be subject to the Excise Tax,
the amount of such Excise Tax and the amount of the Gross-Up Payment, and for
purposes of making such determinations, (i) all payments or benefits
received or to be received by Officer in connection with a Change in Control or
the termination of Officer’s employment (whether payable pursuant to the terms
of this Agreement or of any other plan, arrangement or agreement with
Corporation, its successors, any person whose actions result in a Change in
Control or any person affiliated (or which, as a result of the completion of
the transactions causing a Change in Control, will become affiliated) with
Corporation or such person within the meaning of Section 1504 of the Code
(the “Total Payments”)) shall be treated as “parachute payments” (within the
meaning of Section 280G(b)(2) of the Code) unless, in the opinion of
Tax Counsel (as defined below), such payments or benefits (in whole or in part)
do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of
the Code, and all “excess parachute payments” (within the meaning of Section 280G(b)(1) of
the Code) shall be treated as subject to the Excise Tax, unless in the opinion
of Tax Counsel such excess parachute payments represent reasonable compensation
for services actually rendered within the meaning of Section 280G(b)(4)(B) of
the Code, or are not otherwise subject to the Excise Tax, and (ii) the
value of any noncash benefits or any deferred payment or benefit shall be
determined by Corporation’s independent auditors in accordance with the
principles of Sections 280G(d)(3) and (4) of the Code.  For purposes of determining the amount of the
Gross-Up Payment, Officer shall be deemed to pay federal income and other taxes
at the highest marginal rate of federal income taxation in the calendar year in
which the Gross-Up Payment is to be made and state and local income taxes at
the highest marginal rate of taxation in the state and locality of the
residence of Officer on the Early Termination Date, net of the maximum
reduction in federal income taxes that could be obtained from deduction of such
state and local taxes.  For purposes of
this Paragraph, (i) the term “Tax Counsel” shall mean the tax counsel
selected by Corporation’s independent auditors prior to the Change in Control
and reasonably acceptable to Officer; provided, however, that if Corporation’s
independent auditors prior to the Change in Control are the auditors for the
acquiror (or its affiliate) in the Change in Control, the term “Tax Counsel”
shall mean the tax counsel selected by Officer and reasonably acceptable to
Corporation, and (ii) Tax Counsel may not be a firm that provides services
for Corporation (or the acquiror or its affiliate in a Change in Control)
unless Officer expressly consents in writing.


 


4.6       No Mitigation or Offset.  Officer shall
not be required to mitigate damages under this Agreement by seeking other
comparable employment or otherwise, and the amount of any payment or benefit
provided for in this Agreement, shall not be reduced by any compensation earned
by or provided to Officer as the result of employment by an employer other than
Corporation.


 


–13–

















 


5.                                    Noncompetition.


 


During the Term and ending 12 months following the
date that Officer ceases to be an employee of Corporation, Officer shall not
engage in any activity directly and materially competitive, with a material
adverse impact on Corporation, with the business of Corporation. (By way of
example and for avoidance of ambiguity, the noncompetition period in the
preceding sentence is intended to run for one year from termination of
employment, regardless of whether Executive is consulting for all or part of
that one year period pursuant to the terms of Paragraph 4.4 above.)  This provision shall not be construed to
prohibit Officer from owning up to 5% of the outstanding voting shares of the
equity securities of any corporation whose common stock is listed for trading
on any national securities exchange or on the NASDAQ system.


 


6.                                    Miscellaneous.


 


6.1       Payment Obligations.  Corporation’s
obligation to pay Officer the compensation and to make the arrangements
provided herein shall be unconditional, and Officer shall have no obligation
whatsoever to mitigate damages hereunder. 
If arbitration after a Change in Control shall be brought to enforce or
interpret any provision contained herein, Corporation shall, to the extent
permitted by applicable law and Corporation’s Articles of Incorporation and
By-Laws, indemnify Officer for Officer’s attorneys’ fees and disbursements
incurred in such arbitration.


 


6.2       Confidentiality.  Officer agrees
that all confidential and proprietary information relating to the business of
Corporation shall be kept and treated as confidential both during and after the
Term, except as may be permitted in writing by the Board or as such information
is within the public domain or comes within the public domain without any
breach of this Agreement; provided, however, that this Paragraph 6.2 imposes no
obligation upon Officer with respect to information that (i) was in
Officer’s possession before receipt from Employer; (ii) is disclosed to
immediate family members, or to tax, financial, or legal advisors for purposes
of obtaining such advice; (iii) is rightfully received by Officer from a
third party who does not have a duty of confidentiality; or (iv) is
disclosed as required by law or legal process.


 


6.3       Waiver.  The waiver of
the breach of any provision of this Agreement shall not operate or be construed
as a waiver of any subsequent breach of the same or other provision hereof.


 


6.4       Entire Agreement; Modifications.  Except
as otherwise provided herein, this Agreement (together with the agreements and
plans referred to herein) represents the entire understanding among the parties
with respect to the subject matter hereof, and this Agreement supersedes any
and all prior understandings, agreements, plans and negotiations, whether
written or oral, with respect to the subject matter hereof, including without
limitation any understandings, agreements or obligations respecting any past or
future compensation, Bonuses, reimbursements or other payments to Officer from
Corporation.  All modifications to the
Agreement must be in writing and signed by the party against whom enforcement
of such modification is sought.


 


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


 


–14–

















 


	
  If to Corporation:

  	
  Alexandra Real Estate
  Equities, Inc.

  
	
   

  	
  385 East Colorado
  Boulevard Suite 299

  
	
   

  	
  Pasadena,
  CA  91101

  
	
   

  	
  Phone:  (626)
  578 0777

  
	
   

  	
   

  
	
  If to Officer:

  	
  Joel S. Marcus,

  
	
   

  	
  at the address shown on
  the execution page hereof.

  
	
   

  	
   

  
	
   

  	
  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.


 


6.6       Headings.  The Paragraph
headings herein are intended for reference only and shall not by themselves
determine the construction or interpretation of this Agreement.


 


6.7       Governing Law.  Other than with
respect to Paragraph 6.13 below, this Agreement shall be governed by and
construed in accordance with the laws of the State of California without regard
to its principles of conflict of laws.


 


6.8       Arbitration.  Any dispute
arising out of or relating to this Agreement or its enforcement, breach,
performance, or interpretation, that cannot be settled by good faith
negotiation between the parties shall be submitted to Judicial Arbitration and
Mediation Services, Inc. (“JAMS”), or its successor, for final and binding
arbitration by a single arbitrator in Los Angeles, California, pursuant to JAMS’
then applicable arbitration rules (incorporated herein by reference),
which arbitration shall be the exclusive remedy of the parties hereto.  By agreeing to this arbitration procedure,
the parties waive the right to resolve any such dispute through a trial by jury
or judge or by administrative proceeding. 
The resulting arbitration shall be deemed equivalent to a final order of
a court having jurisdiction over the subject matter, shall not be appealable,
and shall be enforceable in any court of competent jurisdiction.  The arbitrator shall (i) 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 including the arbitrator’s essential findings and
conclusions and a statement of the award. 
Corporation shall pay all of JAMS’ administrative fees (including but
not limited to arbitrator fees) for this arbitration.  Submission to arbitration shall not preclude
the right of any party hereto involved in a dispute regarding this Agreement
(each, a “Disputing Party” and collectively, the “Disputing Parties”) to
institute proceedings for injunctive relief to prevent irreparable harm pending
the arbitration of a matter subject to arbitration pursuant to this
Agreement.  Subject to the exceptions
contained in Paragraph 6.2, any documentation and information submitted by any
party in the arbitration proceeding shall be kept strictly confidential by the
parties and the arbitrator.


 


6.9       Severability.  Should a court
or other body of competent jurisdiction determine that any provision of this
Agreement is excessive in scope or otherwise invalid or unenforceable, such
provision shall be adjusted rather than voided, if possible, and enforced along
with all other provisions of this Agreement to the extent possible under
applicable law consistent with the intent of the parties.


 


–15–

















 


6.10     Survival of Corporation’s Obligations.  Corporation’s
obligations hereunder shall not be terminated by reason of any liquidation,
dissolution, bankruptcy, cessation of business, or similar event relating to
Corporation.  This Agreement shall not be
terminated by any merger or consolidation or other reorganization of
Corporation.  In the event any such
merger, consolidation or reorganization shall be accomplished by transfer of
stock or by transfer of assets or otherwise, the provisions of this Agreement
shall be binding upon and inure to the benefit of the surviving or resulting
corporation or person.  This Agreement
shall be binding upon and inure to the benefit of the executors,
administrators, heirs, successors and assigns of the parties; provided,
however, that except as herein expressly provided, this Agreement shall not be
assignable either by Corporation (except to an affiliate of Corporation, in which
event Corporation shall remain liable if the affiliate fails to meet any
obligations to make payments or provide benefits or otherwise) or by Officer.


 


6.11     Survival of Certain Rights and Obligations.  The
rights and obligations of the parties hereto pursuant to Paragraphs 4.3, 4.4,
4.5, 4.6, 5, 6.1 through 6.11, and 6.13 hereof shall survive the termination of
this Agreement.


 


6.12     Counterparts.  This Agreement
may be executed in one or more counterparts, all of which taken together shall
constitute one and the same Agreement.


 


6.13     Indemnification and Insurance.  In
addition to any rights to indemnification to which Officer is entitled under
Corporation’s Articles of Incorporation and By-Laws, Corporation shall
indemnify Officer at all times during and after the Term 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 Officer’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.  It is expressly understood
and agreed that Corporation shall continue to indemnify Officer as provided
above after the Term has ended for any claims that may be made against him with
respect to his service as a director or officer of Corporation.  Corporation shall cover Officer, at
Corporation’s expense, under director and officer insurance which provides
coverage not less than the amount of coverage on the date hereof, covering any
and all claims arising out of Officer’s tenure as an officer or manager of
Corporation, both during and, at all times while potential liability exists,
after the Term on a basis no less favorable in each and every respect as is
applicable to any officer (whether current or former) of Corporation.


 


–16–

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement.


 


	
   

  	
  CORPORATION:

  
	
   

  	
   

  
	
   

  	
  ALEXANDRIA
  REAL ESTATE EQUITIES, INC.,

  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Name:
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  Date:

  	
  December 31,
  2008

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OFFICER:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Joel S. Marcus

  
	
   

  	
   

  	
  Joel
  S. Marcus

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 31,
  2008