EXECUTIVE EMPLOYMENT AGREEMENT

EXHIBIT 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

by and between

ALEXANDRIA REAL ESTATE EQUITIES, INC.

a Maryland corporation

and

NANCY J. KELLEY,

an individual

EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is entered into by and between ALEXANDRIA REAL ESTATE EQUITIES, INC. , a Maryland corporation ("Corporation"), and NANCY J. KELLEY , an individual (the "Officer") (hereinafter, Corporation and Officer will be referred to collectively as the "Parties"), effective as of the 31st day of January, 2005 (the "Effective Date").

RECITAL

WHEREAS, Corporation desires to employ Officer as its Senior Vice President-Business Development and Strategic Operations, and Officer is willing 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 as follows.

AGREEMENT

1. Position and Duties; Location .

Officer agrees to be employed by and to serve Corporation as its Senior Vice President-Business Development and Strategic Operations or in such other capacity 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 Officer's full business time, energy, and skill to the affairs of Corporation as shall be necessary to perform the duties of such positions. Officer shall report to the Chief Executive Officer of Corporation ("CEO") or such other officer as the CEO shall direct, and shall perform such duties as are assigned by the CEO, consistent with a Senior Vice President-level position within the Corporation. Officer shall be based in a new office of Corporation offices in Cambridge, Massachusetts, except for required travel on Corporation's business. CEO will consult with Officer about the terms of any lease for the new Cambridge office prior to entering into the lease. Corporation acknowledges and agrees that Officer is permitted to continue serving on the boards of directors for the non-profit organizations listed in Exhibit A, provided that: (a) such organizations provide Officer with directors and officers insurance coverage that is reasonably deemed to be a prudent level of coverage by the CEO; and (b) Officer's activities for such organizations do not interfere unreasonably with Officer's performance of her duties for the Corporation.

2. Compensation, Benefits and Reimbursement .

2.1 Salary .

2. 1. 1. Base Salary . Corporation agrees to pay Officer an annual Base Salary ("Base Salary") of three hundred thousand dollars ($300,000), or such other amount as may from time-to- time be determined by Corporation. Unless otherwise agreed in writing by Officer and Corporation, Base Salary shall be payable in substantially equal semimonthly installments in accordance with the standard policies of Corporation in existence from time-to-time.
      2. Adjustments in Base Salary . Officer's Base Salary shall be reviewed for the possibility of adjustments 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 Officer may be increased on each such date (and such other times as the Board or a committee of the Board may deem appropriate) to an amount determined by the CEO with the concurrence of the Board (or a committee of the Board). Each such new Base Salary shall become the base for each successive year increase. Any increase in Base Salary or other compensation shall in no way limit or reduce any other obligations of Corporation hereunder. Once established at an increased specified rate, Officer's Base Salary shall not be reduced unless Officer otherwise agrees in writing.

2.2 Signing and Retention Bonus . On the Effective Date, Officer will receive a signing and retention bonus of fifty thousand dollars ($50,000), subject to standard payroll deductions and withholdings (the "Signing Bonus"). If, prior to the first anniversary of the Effective Date, Officer's employment terminates at Officer's request or Corporation terminates Officer's employment for Cause (as defined herein), then Officer must repay a portion of the Signing Bonus to Corporation, prorated based on Officer's actual length of employment during the period from the Effective Date through one year after the Effective Date.

2.3 Annual Discretionary Cash Performance and Retention Bonus . If Officer is in good standing as determined by the CEO with the concurrence of the Board (or a committee of the Board), Officer shall be eligible for a discretionary annual bonus that rewards performance and promotes employee retention. Officer shall be eligible to receive such a discretionary bonus for each fiscal year of Corporation (or portion thereof) during which Officer is employed by Corporation, with the actual amount of any such bonus to be determined by the CEO with the concurrence of the Board (or a committee of the Board) based upon an evaluation of the Corporation's and Officer's performance during such year and such other factors and conditions as the CEO with the concurrence of the Board (or a committee of the Board) deems relevant. Any such bonus shall be payable, to the extent practicable, within one hundred and eighty-five (185) days after the end of Corporation's fiscal year to which such bonus relates. Annual discretionary cash bonuses are not deemed to be earned and payable unless Officer is employed by Corporation on the payment date.

2.4 Annual Discretionary Restricted Stock Bonus . At the end of each fiscal year, Officer shall be eligible to be considered for an annual discretionary restricted stock bonus to be determined in Corporation's sole discretion, at the recommendation of the CEO, and by action of the Compensation Committee of the Board. Officer's performance and Corporation's performance will be the primary considerations in determining such bonus. Annual discretionary restricted stock bonuses are determined based on performance during the fiscal year.

2.5 Equity Compensation . Subject to approval of the Compensation Committee of the Board, on the Effective Date, Officer will receive a restricted stock grant (the "Grant") of ten thousand (10,000) shares of restricted common stock of Corporation, subject to the following vesting schedule under which the shares will vest contingent upon Officer's continued employment as of each scheduled vesting date: (1) one quarter (1/4) of the Grant shares (2,500 shares) to vest on February 1, 2006; (2) one quarter (1/4) of the Grant shares (2,500 shares) to vest on February 1, 2007; (3) one quarter (1/4) of the Grant shares (2,500 shares) to vest on February 1, 2008; and (4) one quarter (1/4) of the Grant shares (2,500 shares) to vest on February 1, 2009. The Grant will be governed by the terms and conditions of the Corporation's standard form of Restricted Stock Agreement to be provided to Officer by the Corporation.

2.6 Additional Benefits . Officer shall be entitled to the following additional benefits:

2. 1. 3. Executive Benefits . Officer shall be eligible to participate in such Corporation's benefit and deferred compensation plans as are made available to executive officers of Corporation in accordance with the terms and conditions of such plans, including, without limitation, Corporation's stock incentive plans, annual incentive compensation plans, profit sharing/pension plans, deferred compensation plans, annual physical examinations, dental, vision, sick pay, disability, and medical plans, personal catastrophe and accidental death insurance plans, financial planning and automobile arrangements, retirement plans and supplementary Officer retirement plans, if any. Corporation shall pay one hundred percent (100%) of Officer's medical premiums under Corporation's medical plan and any other welfare benefit plans for which Officer qualifies that are in existence from time-to-time.
      4. Vacation . Officer shall be entitled to up to four (4) weeks of paid vacation annualized during each calendar year, prorated for partial years. Accrued vacation not taken during any calendar year may be carried forward to subsequent years; provided , that Officer may not accrue more than six (6) weeks of unused vacation at any time.
      5. Life Insurance . Corporation shall, at its sole cost and expense, procure and keep in effect, during Officer's employment with Corporation, term life insurance on the life of Officer, payable to such beneficiaries as Officer may from time-to-time designate, in the aggregate amount of One Million Dollars ($1,000,000). Such policy shall be owned by Officer or by a member of her immediate family. Corporation shall have no incidents of ownership therein.
      6. Disability Insurance . Corporation shall, at its sole cost and expense, procure and keep in effect disability insurance, payable to Officer in an annual amount not less than sixty percent (60%) of Officer's then existing Base Salary ("Disability Policy").

2.7 Reimbursement for Expenses . Corporation shall reimburse Officer for all reasonable and necessary out-of-pocket business and/or entertainment expenses incurred by Officer for the purpose of and in connection with the performance of 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 then existing 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, and (ii) appropriate industry seminars and mandatory continuing education.

2.8 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.

3. Confidential Information .

Officer is required to sign, and abide by, the Corporation's Employee Proprietary Information and Inventions Agreement for Massachusetts employees (the "Proprietary Information Agreement"). Furthermore, in performing services under this Agreement, Officer is expected not to make unauthorized use or disclosure of any confidential or proprietary information of any former employer or other third party. Officer is expected to use only that information generally known and used by persons with training and experience comparable to Officer's, common knowledge in the industry or otherwise legally in the public domain, or otherwise provided or developed by Corporation or by Officer in the course of Officer's employment by Corporation. Officer represents that Officer is able to perform Officer's job duties within these guidelines, and that Officer is not in unauthorized possession of any confidential documents or other property belonging to any former employer or other third party. Officer further represents that Officer has disclosed to Corporation any contract Officer has signed that may restrict Officer's activities on behalf of the Corporation.

4. Policies .

Officer is required to acknowledge receipt of Corporation's Employee Handbook, as evidenced by signing and returning the acknowledgment form contained in the Handbook, and to abide by all of Corporation's policies and procedures as they may be adopted from time to time, including but not limited to those set forth in the Handbook. Officer is also required to sign and abide by the Corporation's Securities Trading Policies.

5. Termination .

5.1 At-Will Employment . Officer's employment relationship with Corporation is at-will. Accordingly, both Officer and Corporation may terminate the employment relationship at any time with or without Cause or Good Reason, and with or without advance notice.

5.2 Termination Without Cause; Resignation for Good Reason . If at any time this Agreement is terminated by Corporation without Cause (as defined herein) or Officer resigns for Good Reason (as defined herein), and Officer provides Corporation with a signed general release of all claims substantially in the form attached hereto as Exhibit B and allows that release to become effective, then Corporation shall provide Officer with the following severance benefits:

2. 1. 7. A lump sum payment equal to Officer's annual Base Salary then in effect, subject to standard payroll deductions and withholdings, payable within ten (10) days after Officer's last day of employment (the "Termination Date").
      8. Officer's target bonus for the fiscal year in which such termination occurs, as determined by the Board (or a Committee of the Board). If such target has not yet been determined, then Officer shall receive the average of the annual bonuses earned by Officer in the two (2) years immediately preceding the Termination Date (or if there are less than two (2) years immediately preceding the Termination Date, then Officer shall receive an amount equal to the bonus received in the immediately preceding year).
      9. Full and immediate vesting of any awards granted to Officer under Corporation's stock option or incentive compensation plans, including, but not limited to, any restricted stock awards.

5.3 Termination for Cause; Resignation Without Good Reason; Death or Disability . If Corporation terminates Officer's employment at any time for Cause, or Officer resigns employment without Good Reason, or the Agreement is terminated due to Officer's death or Disability (as defined below), then Officer's Base Salary shall cease as of the Termination Date, and Officer will not be entitled to severance pay, accelerated vesting, or any other such compensation, other than payment of accrued salary, any ea