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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