EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement |
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EXHIBIT
10.10
EXECUTIVE
EMPLOYMENT AGREEMENT
This
Employment Agreement ("Agreement") is made between Alexandria Real
Estate Equities, Inc. (the "Company") and James H. Richardson
("Employee"), effective as of January 1, 2005 (the
"Effective Date").
RECITALS
Whereas,
Employee is currently employed by the Company as its President, pursuant to an
Executive Employment Agreement originally adopted on December 31, 1997 and
subsequently extended through December 31, 2004; and
Whereas,
the Company desires to continue to employ Employee as its President, 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.
During
the Term (as defined in Section 2 below), Employee agrees to be employed by and
to serve the Company as its President, 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"), and the Company agrees to employ Employee in such
capacities. 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, 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 Chief Executive Officer ("CEO") and at all times
during the Term shall have powers and duties at least commensurate with his
position as a senior executive officer. Employee shall be based in the San
Francisco Bay Area, except for required travel on the Company's business.
SECTION 2. TERM.
The term of this Agreement (the
"Term") shall be for a period commencing on the "Effective
Date" and ending on December 31, 2009, unless terminated earlier pursuant
to Section 3 of this Agreement. Commencing on December 31, 2009, and on each
subsequent anniversary thereof, the Term shall be automatically extended for
one (1) additional year unless, no later than six (6) 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.
SECTION 3. 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 3. 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.
3.1 Base
Salary. During the Term and subject
to the terms and conditions set forth herein, the Company agrees to pay
Employee an annual base salary equal to Four Hundred and Seventy Five Thousand
Dollars ($475,000), less standard payroll deductions and tax 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 during the Term 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
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 such increase, at a minimum, shall be
equal to the cumulative cost-of-living increment as reported in the
"Consumer Price Index, San Francisco, California, All Items,"
published by the U.S. Department of Labor (using January 1, 2005 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.
3.2 Bonus. Employee
shall be eligible to receive a bonus for each fiscal year of the Company (or
portion thereof) during the Term (each, a "Bonus"), with the Bonus to
consist of (i) a retention bonus equal to 50% of Employee's Base Salary (the
"Retention Bonus") for the Employee's continued good faith service
through the end of such fiscal year, which shall be deemed to be 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 at the time at which such Retention Bonuses
are paid by the Company to senior executives; 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 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 (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 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. Any such Performance Bonus shall be payable within 185 days after the
end of Corporation's fiscal year (the "Bonus Year") to which such
Performance Bonus relates; 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 Performance Bonuses are paid by the Company to senior executives, then
Employee shall receive the same Performance 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 Performance Bonuses are paid by the Company to other
senior executives. The Performance Bonus Criteria shall be developed in the
reasonable discretion of the Board (or a committee of the Board) after
consultation with Employee.
3.3 Restricted
Stock; Options. As of January 1, 2006, Employee shall be granted 12,500
shares (the "Signing Bonus Shares") of restricted Company stock, as a
signing bonus in recognition of, among other things, his superior performance
during his previous period of employment, which shares shall vest in equal
monthly increments over a period of twenty-four (24) months. Employee shall
also be eligible for additional grants of restricted stock in the Company from
time to time as shall be determined by the Compensation Committee of the Board
in its sole discretion, and subject to such vesting, exercisability, and other
provisions as the Board may determine in its discretion, after reviewing the
performance of both Employee and the Company. Any stock options that Employee
has already been granted by the Company prior to the execution of this
Agreement shall continue to be governed in all respects by the terms of the
applicable stock option agreement, grant notice and plan documents.
3.4 Vacation.
Employee shall be entitled to accrue a minimum of six (6) weeks of paid
vacation during each calendar 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 Employee may not accrue
more than twelve (12) weeks of unused vacation at any time. Unused vacation in
excess of Employee's allowable accrued vacation under the foregoing proviso
shall be promptly paid to Employee at the end of each year in a cash amount
equal to the number of weeks of excess vacation time, multiplied by Employee's
weekly Base Salary.
3.5 Life
Insurance. During the Term, the Company shall, at its sole cost and
expense, procure and keep in effect term life insurance on the life of
Employee, payable to such beneficiaries as Employee may from time to time
designate, in the aggregate amount of $2,500,000. Such policy shall be owned by
Employee or by a member of his immediate family. The Company shall have no
incidents of ownership therein.
3.6 Disability
Insurance. During the Term, the Company shall, at its sole cost
and expense, procure and keep in effect long-term disability, accidental death
and disability, and short-term disability insurance coverage comparable to
Employee's current disability insurance policy, payable to Employee in an
annual amount not less than sixty percent (60%) of Employee's then existing
Base Salary.
3.7 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 July 31, 1997.
3.8 Reimbursement
for Expenses. During the Term, the Company shall reimburse
Employee for all reasonable out-of-pocket business and/or 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/or industry associations in which Employee is currently a member or becomes
a member; (ii) appropriate industry seminars and mandatory continuing education
and (iii) membership in a health club of Employee's choosing up to a maximum
annual fee of $2,500.
SECTION 4. TERMINATION;
SEVERANCE.
4.1 Termination. Either the Company or Employee may terminate this
Agreement at any time prior to the end of the Term, with or without Cause or
Good Reason, subject to the terms and conditions set forth herein.
4.2 Compensation
and Benefits Upon Termination. Upon
the termination of this Agreement for any reason, the Company shall pay
Employee: (a) all of Employee's accrued and unused vacation and unpaid Base
Salary earned through Employee's last day of employment (the "Separation
Date"); and (b) any Bonus earned but unpaid as of the Separation Date
(i.e., in the event Employee has worked through the end of the fiscal year and
earned a Bonus, but such Bonus has not been paid as of the Separation Date).
4.3 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 4.2 of this Agreement, and
Employee shall not be entitled to any further compensation from the Company,
including severance benefits.
4.4 Termination
Without Cause. The Company shall be
entitled to terminate this Agreement without Cause (as defined herein)
immediately upon written notice to Employee. In that event, the Employee shall
receive the following severance benefits:
(a) A
lump sum amount (payable within ten (10) days following the Separation Date)
equal to the Base Salary otherwise payable to Employee during the remainder of
the Term had such early termination of this Agreement not occurred (but in no
event less than two years of Base Salary), plus a lump sum amount equal to
Employee's target bonus for the fiscal year in which Employee's employment
termination is effective as determined by the Board (or a committee thereof)
(or if such target has not yet been determined, the average of the annual
bonuses earned by Employee in the two (2) years immediately preceding the date
of termination) ("Target Bonus"). These amounts shall be subject to
standard payroll deductions and withholdings.
(b) 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 all unvested shares shall be deemed vested as of
the Separation Date.
In the event the Company terminates Employee's employment without Cause following a Change in Control (as defined herein), then Employee shall be entitled to the accelerated vesting set forth above in Section 4.4(b) of this Agreement, as well as the cash severance pay






