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EXECUTIVE EMPLOYMENT AGREEMENT

Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT | Document Parties: ALEXANDRIA REAL ESTATE EQUITIES INC You are currently viewing:
This Employment Agreement involves

ALEXANDRIA REAL ESTATE EQUITIES INC

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: California     Date: 11/9/2007
Industry: Real Estate Operations     Sector: Services

EXECUTIVE EMPLOYMENT AGREEMENT, Parties: alexandria real estate equities inc
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EXHIBIT 10.10

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

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

 

RECITALS

 

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

 

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

 

AGREEMENT

 

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

 

SECTION 1.         POSITION; DUTIES; LOCATION.

 

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

 



 

SECTION 2.         COMPENSATION AND OTHER BENEFITS.

 

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

 

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

 

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

 

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

 



 

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

 

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

 

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

 

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

 

SECTION 3.         TERMINATION; SEVERANCE.

 

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

 

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

 

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

 

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

 



 

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

 

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

 

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

 

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

 

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

 

3.6                                Resignation. Employee shall be entitled to resign at any time upon written notice to the Company thirty (30) days prior to the effective date of such resignation, which shall be specified in Employee’s notice of resignation. Unless Employee’s resignation is for Good Reason following a Change in Control, upon Employee’s resignation, the Company shall pay Employee the compensation s








 
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