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EXECUTIVE EMPLOYMENT AGREEMENT

Employment Agreement

EXECUTIVE EMPLOYMENT AGREEMENT 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: 3/16/2006
Industry: REOPER     Sector: SERVIC

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EXHIBIT 10

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

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