ALEXANDRIA REAL ESTATE EQUITIES, INC.
1997 STOCK AWARD AND INCENTIVE PLAN
ALEXANDRIA REAL ESTATE EQUITIES, INC.
1997 STOCK AWARD AND INCENTIVE PLAN
1. PURPOSE; TYPES OF AWARDS; CONSTRUCTION.
The purpose of the Alexandria Real Estate Equities, Inc. 1997 Stock
Award and Incentive Plan (the "Plan") is to afford an incentive to selected
officers, employees and independent contractors (including non-employee
directors) of Alexandria Real Estate Equities, Inc. (the "Company"), or any
Subsidiary or Affiliate that now exists or hereafter is organized or
acquired, to acquire a proprietary interest in the Company, to continue as
employees or independent contractors (including non-employee directors), as
the case may be, to increase their efforts on behalf of the Company and to
promote the success of the Company's business. Pursuant to Section 6 of the
Plan, there may be granted Options (including "incentive stock options" and
"nonqualified stock options"), Stock Appreciation Rights, Restricted Stock,
and Other Stock-Based Awards or Other Cash-Based Awards. The Plan also
provides the authority to make loans to purchase shares of Stock. From and
after the consummation of the Initial Public Offering, the Plan is designed
to comply with the requirements of Regulation G (12 C.F.R. Section 207)
regarding the purchase of shares on margin, the requirements for
"performance-based compensation" under Section 162(m) of the Code and the
conditions for exemption from short-swing profit recovery rules under Rule
16b-3 of the Exchange Act, and shall be interpreted in a manner consistent
with the requirements thereof.
2. DEFINITIONS.
2.1 For purposes of the Plan, the following terms shall be
defined as set forth below:
(a) "Affiliate" means any entity if, at the time of
granting of an Award or a Loan, (i) the Company, directly or indirectly, owns
at least 20% of the combined voting power of all classes of stock of such
entity or at least 20% of the ownership interests in such entity or (ii) such
entity, directly or indirectly, owns at least 20% of the combined voting
power of all classes of stock of the Company.
(b) "Award" means any Option, SAR, Restricted Stock, or
Other Stock-Based Award or Other Cash-Based Award granted under the Plan.
(c) "Award Agreement" means any written agreement,
contract, or other instrument or document evidencing an Award.
(d) "Beneficiary" means the person, persons, trust or
trusts that have been designated by a Grantee in his or her most recent
written beneficiary designation filed with the Company to receive the
benefits specified under the Plan upon his or her death, or, if there is no
designated Beneficiary or surviving designated Beneficiary, then the person,
persons, trust or trusts entitled by will or the laws of descent and
distribution to receive such benefits.
(e) "Board" means the Board of Directors of the Company.
(f) "Change of Control" shall mean the occurrence of any
of the following events:
(i) Any Person (as such term is used in section
3(a)(9) of the Exchange Act, as modified and used in sections 13(d) and 14(d)
thereof, except that such term shall not include (A) the Company or any of
its subsidiaries, (B) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its affiliates, (C) an
underwriter temporarily holding securities pursuant to an offering of such
securities, (D) a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company, or (E) a person or group as used in Rule
13d-1(b) under the Exchange Act) that is or becomes the Beneficial Owner, as
such term is defined in Rule 13d-3 under the Exchange Act, directly or
indirectly, of securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired directly from the
Company or its affiliates other than in connection with the acquisition by
the Company or its affiliates of a business) representing twenty-five percent
(25%) or more of the combined voting power of the Company's then outstanding
securities; or
(ii) The following individuals cease for any reason
to constitute a majority of the number of directors then serving:
individuals
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who, on the date hereof, constitute the Board and any new director (other
than a director whose initial assumption of office is in connection with an
actual or threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the
Company's stockholders was approved or recommended by a vote of at least
two-thirds (2/3) of the directors then still in office who either were
directors on the date hereof or whose appointment, election or nomination for
election was previously so approved or recommended; or
(iii) There is consummated a merger or consolidation
of the Company with any other corporation, other than (A) a merger or
consolidation that would result in the voting securities of the Company
outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof), in combination
with the ownership of any trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any subsidiary of the Company, at
least seventy-five percent (75%) of the combined voting power of the
securities of the Company or such surviving entity or any parent thereof
outstanding immediately after such merger or consolidation, or (B) a merger
or consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities of the Company (not including in the
securities beneficially owned by such Person any securities acquired directly
from the Company or its affiliates other than in connection with the
acquisition by the Company or its affiliates of a business) representing
twenty-five percent (25%) or more of the combined voting power of the
Company's then outstanding securities; or
(iv) The stockholders of the Company approve a plan
of complete liquidation or dissolution of the Company or there is consummated
an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets, other than a sale or disposition
by the Company of all or substantially all of the Company's assets to an
entity, at least seventy-five (75%) of the combined voting power of the
voting securities of which are owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company
immediately prior to such sale.
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(g) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(h) "Committee" means the Board or the committee
designated or established by the Board to administer the Plan from and after
the consummation of the Initial Public Offering, the composition of which
shall at all times satisfy the provisions of Rule 16b-3. With respect to the
period prior to consummation of the Initial Public Offering, references to
the "Committee" shall be deemed to refer to the Board or to the Compensation
Committee of the Board.
(i) "Company" means Alexandria Real Estate Equities,
Inc., a corporation organized under the laws of the State of Maryland, or any
successor corporation.
(j) "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and as now or hereafter construed,
interpreted and applied by regulations, rulings and cases.
(k) "Fair Market Value" means, with respect to Stock or
other property, the fair market value of such Stock or other property
determined by such methods or procedures as shall be established from time to
time by the Committee. Unless otherwise determined by the Committee in good
faith, the per share Fair Market Value of Stock as of a particular date shall
mean (i) the closing sales price per share of Stock on the national
securities exchange on which the Stock is principally traded for the last
preceding date on which there was a sale of such Stock on such exchange, or
(ii) if the shares of Stock are then traded in an over-the-counter market,
the average of the closing bid and ask prices for the shares of Stock in such
over-the-counter market for the last preceding date on which there was a sale
of such Stock in such market, or (iii) if the shares of Stock are not then
listed on a national securities exchange or traded in an over-the-counter
market, such value as the Committee, in its sole discretion, shall determine.
(l) "Grantee" means a person who, as an employee or
independent contractor of the Company, a Subsidiary or an Affiliate, has been
granted an Award or Loan under the Plan.
(m) "Initial Public Offering" shall mean the initial public
offering of shares of Stock of the Company, as more fully described in the
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Registration Statement on Form S-11 filed with the Securities and Exchange
Commission on March 18, 1997, as such Registration Statement may be amended
from time to time.
(n) "Incentive Stock Option" or "ISO" means any Option
intended to be and designated as an incentive stock option within the meaning
of Section 422 of the Code.
(o) "Loan" means the proceeds from the Company borrowed
by a Plan participant under Section 8 of the Plan.
(p) "Non-Employee Director" means any director who is not
an employee of the Company or any of its subsidiaries or affiliates. For
purposes of this Plan, such non-employee director shall be treated as an
independent contractor.
(q) "Nonqualified Stock Option" or "NQSO" means any
Option that is designated as a nonqualified stock option.
(r) "Option" means a right, granted to a Grantee under
Section 6.2, to purchase shares of Stock. An Option may be either an ISO or
an NQSO; PROVIDED THAT ISOs may be granted only to employees of the Company
or of a Subsidiary.
(s) "Other Cash-Based Award" means cash awarded to a
Grantee under Section 6.6, including cash awarded as a bonus or upon the
attainment of specified performance objectives or otherwise as permitted
under the Plan.
(t) "Other Stock-Based Award" means a right or other
interest granted to a Grantee under Section 6.6 that may be denominated or
payable in, valued in whole or in part by reference to, or otherwise based
on, or related to, Stock, including, but not limited to (1) unrestricted
Stock awarded as a bonus or upon the attainment of specified performance
objectives or otherwise as permitted under the Plan and (2) a right granted
to a Grantee to acquire Stock from the Company for cash and/or a promissory
note containing terms and conditions prescribed by the Committee.
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(u) "Plan" means this Alexandria Real Estate Equities,
Inc. 1997 Stock Award and Incentive Plan, as amended from time to time.
(v) "Restricted Stock" means an Award of shares of Stock
to a Grantee under Section 6.4 that may be subject to certain restrictions
and to a risk of forfeiture.
(w) "Rule 16b-3" means Rule 16b-3, as from time to time
in effect promulgated by the Securities and Exchange Commission under Section
16 of the Exchange Act, including any successor to such Rule.
(x) "Securities Act" means the Securities Act of 1933, as
amended from time to time, and as now or hereafter construed, interpreted and
applied by the regulations, rulings and cases.
(y) "Stock" means shares of the common stock, par value
$.01 per share, of the Company.
(z) "Stock Appreciation Right" or "SAR" means the right,
granted to a Grantee under Section 6.3, to be paid an amount measured by the
appreciation in the Fair Market Value of Stock from the date of grant to the
date of exercise of the right, with payment to be made in cash, Stock, or
property as specified in the Award or determined by the Committee.
(aa) "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the Company if,
at the time of granting of an Award, each of the corporations (other than the
last corporation in the unbroken chain) owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain.
3. ADMINISTRATION.
The Plan shall be administered by the Committee. The Committee
shall have the authority in its discretion, subject to and not inconsistent
with the express provisions of the Plan, to administer the Plan and to
exercise all the powers and authorities either specifically granted to it
under the Plan or necessary or advisable in the administration of the Plan
including, without limitation, the
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authority to grant Awards and make Loans; to determine the persons to whom
and the time or times at which Awards shall be granted and Loans shall be
made; to determine the type and number of Awards to be granted and the amount
of any Loan, the number of shares of Stock to which an Award may relate and
the terms, conditions, restrictions and performance criteria relating to any
Award or Loan; and to determine whether, to what extent, and under what
circumstances an Award may be settled, cancelled, forfeited, exchanged, or
surrendered; to make adjustments in the terms and conditions of, and the
criteria and performance objectives (if any) included in, Awards and Loans in
recognition of unusual or non-recurring events affecting the Company or any
Subsidiary or Affiliate or the financial statements of the Company or any
Subsidiary or Affiliate, or in response to changes in applicable laws,
regulations, or accounting principles; to designate Affiliates; to construe
and interpret the Plan and any Award or Loan; to prescribe, amend and rescind
rules and regulations relating to the Plan; to determine the terms and
provisions of the Award Agreements and any promissory note or agreement
related to any Loan (which need not be identical for each Grantee); and to
make all other determinations deemed necessary or advisable for the
administration of the Plan.
The Committee may appoint a chairperson and a secretary and may
make such rules and regulations for the conduct of its business as it shall
deem advisable, and shall keep minutes of its meetings. All determinations
of the Committee shall be made by a majority of its members either present in
person or participating by conference telephone at a meeting or by written
consent. The Committee may delegate to one or more of its members or to one
or more agents such administrative duties as it may deem advisable, and the
Committee or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the Plan. All
decisions, determinations and interpretations of the Committee shall be final
and binding on all persons, including the Company, and any Subsidiary,
Affiliate or Grantee (or any person claiming any rights under the Plan from
or through any Grantee) and any stockholder.
No member of the Board or Committee shall be liable for any action
taken or determination made in good faith with respect to the Plan or any
Award granted or Loan made hereunder.
4. ELIGIBILITY.
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Subject to the provisions set forth below, Awards and Loans may be
granted to selected employees, officers and independent contractors
(including Non-Employee Directors) of the Company and its present or future
Subsidiaries and Affiliates, in the discretion of the Committee; PROVIDED
THAT ISOs may be granted only to employees of the Company or of a Subsidiary.
In determining the persons to whom Awards and Loans shall be granted and the
type (including the number of shares to be covered) of any Award or the
amount of any Loan, the Committee shall take into account such factors as the
Committee shall deem relevant in connection with accomplishing the purposes
of the Plan.
5. STOCK SUBJECT TO THE PLAN.
The maximum number of shares of Stock reserved for the grant of
Awards under the Plan shall be 900,000, subject to adjustment as provided
herein. No more than 100% of the total shares available for grant may be
awarded to a single individual in a single year. Such shares may, in whole
or in part, be authorized but unissued shares or shares that shall have been
or may be reacquired by the Company in the open market, in private
transactions or otherwise. If any shares subject to an Award are forfeited,
cancelled, exchanged or surrendered, or if an Award otherwise terminates or
expires without a distribution of shares to the Grantee, the shares of stock
with respect to such Award shall, to the extent of any such forfeiture,
cancellation, exchange, surrender, termination or expiration, again be
available for Awards under the Plan; PROVIDED THAT, in the case of
forfeiture, cancellation, exchange or surrender of shares of Restricted Stock
with respect to which dividends have been paid or accrued, the number of
shares with respect to such Awards shall not be available for Awards
hereunder unless, in the case of shares with respect to which dividends were
accrued but unpaid, such dividends are also forfeited, cancelled, exchanged
or surrendered. Upon the exercise of any Award granted in tandem with any
other Awards or awards, such related Awards or awards shall be cancelled to
the extent of the number of shares of Stock as to which the Award is
exercised and, notwithstanding the foregoing, such number of shares shall no
longer be available for Awards under the Plan.
In the event that the Committee shall determine that any dividend
or other distribution (whether in the form of cash, Stock, or other
property), recapitalization, stock split, reverse split, reorganization,
merger, consolidation, spin-off, combination, repurchase, or share exchange,
or other similar corporate transaction or event, affects the Stock such that
an adjustment is appropriate in order to prevent dilution or enlargement of
the rights of Grantees under the Plan,
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then the Committee shall make such equitable changes or adjustments as it
deems necessary or appropriate to any or all of (a) the number and kind of
shares of Stock which may thereafter be issued in connection with Awards, (b)
the number and kind of shares of Stock issued or issuable in respect of
outstanding Awards, and (c) the exercise price, grant price, or purchase
price relating to any Award; PROVIDED THAT, with respect to ISOs, such
adjustment shall be made in accordance with Section 424(h) of the Code.
6. SPECIFIC TERMS OF AWARDS.
6.1 GENERAL. The term of each Award shall be for such period
as may be determined by the Committee. Subject to the terms of the Plan and
any applicable Award Agreement, payments to be made by the Company or a
Subsidiary or Affiliate upon the grant, maturation, or exercise of an Award
may be made in such forms as the Committee shall determine at the date of
grant or thereafter, including, without limitation, cash, Stock, or other
property, and may be made in a single payment or transfer, in installments,
or on a deferred basis. The Committee may make rules relating to installment
or deferred payments with respect to Awards, including the rate of interest
to be credited with respect to such payments. In addition to the foregoing,
the Committee may impose on any Award or the exercise thereof, at the date of
grant or thereafter, such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall determine .
6.2 OPTIONS. The Committee is authorized to grant Options to
Grantees on the following terms and conditions:
(a) TYPE OF AWARD. The Award Agreement evidencing the
grant of an Option under the Plan shall designate the Option as an ISO or an
NQSO.
(b) EXERCISE PRICE. The exercise price per share of
Stock purchasable under an Option shall be determined by the Committee;
PROVIDED THAT, in the case of an ISO, such exercise price shall be not less
than the Fair Market Value of a share on the date of grant of such Option,
and in no event shall the exercise price for the purchase of shares be less
than par value. The exercise price for Stock subject to an Option may be
paid in cash or subject to the approval of the Committee, by an exchange of
Stock previously owned by the Grantee, or a combination of both, in an amount
having a combined value equal to such exercise
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price. Subject to the approval of the Committee, a Grantee may pay all or a
portion of the aggregate exercise price by having shares of Stock with a Fair
Market Value on the date of exercise equal to the aggregate exercise price
withheld by the Company or sold by a broker-dealer under circumstances
meeting the requirements of 12 C.F.R. Section 220 or any successor thereof.
(c) TERM AND EXERCISABILITY OF OPTIONS. The date on
which the Committee adopts a resolution expressly granting an Option shall be
considered the day on which such Option is granted. Options shall be
exercisable over the exercise period (which shall not exceed ten years from
the date of grant), at such times and upon such conditions as the Committee
may determine, as reflected in the Award Agreement; PROVIDED THAT, the
Committee shall have the authority to accelerate the exercisability of any
outstanding Option at such time and under such circumstances as it, in its
sole discretion, deems appropriate. An Option may be exercised to the extent
of any or all full shares of Stock as to which the Option has become
exercisable, by giving written notice of such exercise to the Committee or
its designated agent.
(d) TERMINATION OF EMPLOYMENT, ETC. An Option may not be
exercised unless the Grantee is then in the employ of, or then maintains an
independent contractor relationship with, the Company or a Subsidiary or an
Affiliate (or a company or a parent or Subsidiary company of such company
issuing or assuming the Option in a transaction to which Section 424(a) of
the Code applies); PROVIDED THAT ISOs may be granted only to employees of the
Company or of a Subsidiary, and may not be exercised unless the Grantee has
remained continuously so employed, or has continuously maintained such
relationship, since the date of grant of the Option; PROVIDED THAT, the Award
Agreement may contain provisions extending the exercisability of Options, in
the event of specified terminations, to a date not later than the expiration
date of such Option.
(e) OTHER PROVISIONS. Options may be subject to such
other conditions including, but not limited to, restrictions on
transferability of the shares acquired upon exercise of such Options, as the
Committee may prescribe in its discretion or as may be required by applicable
law, including but not limited to the requirements respecting ISOs set forth
in Section 422 of the Code.
6.3 SARs. The Committee is authorized to grant SARs to
Grantees on the following terms and conditions:
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(a) IN GENERAL. Unless the Committee determines
otherwise, (i) an SAR granted in tandem with an NQSO may be granted at the
time of grant of the related NQSO or at any time thereafter or (ii) an SAR
granted in tandem with an ISO may only be granted at the time of grant of the
related ISO. An SAR granted in tandem with an Option shall be exercisable
only to the extent the underlying Option is exercisable.
(b) SARs. An SAR shall confer on the Grantee a right to
receive an amount with respect to each share subject thereto, upon exercise
thereof, equal to the excess of (i) the Fair Market Value of one share of
Stock on the date of exercise over (ii) the grant price of the SAR (which in
the case of an SAR granted in tandem with an Option shall be equal to the
exercise price of one share of Stock underlying the Option, and which in the
case of any other SAR shall be such price as the Committee may determine).
6.4 RESTRICTED STOCK. The Committee is authorized to grant
Restricted Stock to Grantees on the following terms and conditions:
(a) ISSUANCE AND RESTRICTIONS. Restricted Stock shall be
subject to such restrictions on transferability and other restrictions, if
any, as the Committee may impose at the date of grant or thereafter, which
restrictions may lapse separately or in combination at such times, under such
circumstances, in such installments, or otherwise, as the Committee may
determine. Such restrictions may include factors relating to the increase in
the value of the Stock or to individual or Company performance such as the
attainment of certain specified individual or Company-wide performance goals
or earnings per share. Except to the extent restricted under the Award
Agreement relating to the Restricted Stock, a Grantee granted Restricted
Stock shall have all of the rights of a stockholder including, without
limitation, the right to vote Restricted Stock and the right to receive
dividends thereon.
(b) FORFEITURE. Upon termination of employment with or
service to the Company and any Subsidiary, or upon termination of the
independent contractor relationship, as the case may be, during the
applicable restriction period, Restricted Stock and any accrued but unpaid
dividends that are at that time subject to restrictions shall be forfeited;
PROVIDED THAT, the Committee may provide, by rule or regulation or in any
Award Agreement, or may determine in any individual case, that restrictions
or forfeiture conditions relating to Restricted Stock will be waived in whole
or in part in the event of terminations
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resulting from specified causes, and the Committee may in other cases waive
in whole or in part the forfeiture of Restricted Stock.
(c) CERTIFICATES FOR STOCK. Restricted Stock granted
under the Plan may be evidenced in such manner as the Committee shall
determine. If certificates representing Restricted Stock are registered in
the name of the Grantee, such certificates shall bear an appropriate legend
referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company shall retain physical possession of the
certificate.
(d) DIVIDENDS. Dividends paid on Restricted Stock shall
either be paid at the dividend payment date, or be deferred for payment to
such date as determined by the Committee, in cash or in shares of
unrestricted Stock having a Fair Market Value equal to the amount of such
dividends. Stock distributed in connection with a stock split or stock
dividend, and other property distributed as a dividend, shall be subject to
restrictions and a risk of forfeiture to the same extent as the Restricted
Stock with respect to which such Stock or other property has been distributed.
6.5 STOCK AWARDS IN LIEU OF CASH AWARDS. The Committee is
authorized to grant Stock to Grantees as a bonus, or to grant other Awards,
in lieu of Company commitments to pay cash under other plans or compensatory
arrangements. Stock or Awards granted hereunder shall have such other terms
as shall be determined by the Committee.
6.6 OTHER STOCK-BASED OR CASH-BASED AWARDS. The Committee is
authorized to grant to Grantees Other Stock-Based Awards or Other Cash-Based
Awards alone or in addition to any other Award under the Plan, as deemed by
the Committee to be consistent with the purposes of the Plan. Such Awards
may be granted with value and payment contingent upon performance of the
Company or any other factors designated by the Committee, or valued by
reference to the performance of specified Subsidiaries or Affiliates.
The Committee shall determine the terms and conditions of such
Awards at the date of grant or thereafter; PROVIDED, THAT performance
objectives for each year shall be established by the Committee not later than
the latest date permissible under Section 162(m) of the Code. Such
performance objectives may be expressed in terms of one or more financial or
other objective goals. Financial goals may be expressed, for example, in
terms of earnings per share, stock price,
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return on equity, net earnings growth, net earnings, related return ratios,
cash flow, earnings before interest, taxes, depreciation and amortization
(EBITDA), return on assets or total stockholder return. Other objective
goals may include the attainment of various productivity and long-term growth
objectives. Any criteria may be measured in absolute terms or as compared to
another corporation or corporations. To the extent applicable, any such
performance objective shall be determined (a) in accordance with the
Company's audited financial statements and generally accepted accounting
principles and reported upon by the Company's independent accountants or (b)
so that a third party having knowledge of the relevant facts could determine
whether such performance objective is met. Performance objectives shall
include a threshold level of performance below which no Award payment shall
be made, levels of performance above which specified percentages of target
Awards shall be paid, and a maximum level of performance above which no
additional Award shall be paid. Performance objectives established by the
Committee may be (but need not be) different from year-to-year and different
performance objectives may be applicable to different Grantees.
7. CHANGE OF CONTROL PROVISIONS. The following provisions shall
apply in the event of a Change of Control, unless otherwise determined by the
Committee or the Board in writing at or after grant (including under any
individual agreement), but prior to the occurrence of such Change of Control:
7.1 any Award carrying a right to exercise that was not
previously exercisable and vested shall become fully exercisable and vested;
7.2 the restrictions, deferral limitations, payment
conditions, and forfeiture conditions applicable to any other Award granted
under the Plan shall lapse and such Awards shall be deemed fully vested, and
any performance conditions imposed with respect to Awards shall be deemed to
be fully achieved; and
7.3 any indebtedness incurred pursuant to Section 8 of this
Plan shall be forgiven and the collateral pledged in connection with any such
Loan shall be released.
8. LOAN PROVISIONS. Subject to the provisions of the Plan and all
applicable federal and state laws, rules and regulations (including the
requirements of Regulation G (12 C.F.R. Section 207)), the Committee shall
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have the authority to make Loans to Grantees (on such terms and conditions as
the Committee shall determine), to enable such Grantees to purchase shares in
connection with the Initial Public Offering or otherwise in connection with
the realization of Awards under the Plan. Loans shall be evidenced by a
promissory note or other agreement, signed by the borrower, which shall
contain provisions for repayment and such other terms and conditions as the
Committee shall determine.
9. GENERAL PROVISIONS.
9.1 EFFECTIVE DATE; APPROVAL BY STOCKHOLDERS. The Plan shall
take effect upon its adoption by the Board (the "Effective Date"), but the
Plan (and any grants of Awards made prior to the stockholder approval
mentioned herein), shall be subject to the approval of the holder(s) of a
majority of the issued and outstanding shares of voting securities of the
Company entitled to vote, which approval must occur within twelve (12) months
of the date the Plan is adopted by the Board. In the absence of such
approval, such Awards shall be null and void. Notwithstanding the foregoing,
the effectiveness of the Plan is conditioned upon the consummation of the
Initial Public Offering, and shall be of no force and effect if the Initial
Public Offering is not consummated.
9.2 NONTRANSFERABILITY. Awards shall not be transferable by
a Grantee except by will or the laws of descent and distribution or, if then
permitted under Rule 16b-3, pursuant to a qualified domestic relations order
as defined under the Code or Title I of the Employee Retirement Income
Security Act of 1974, as amended, or the rules thereunder, and shall be
exercisable during the lifetime of a Grantee only by such Grantee or his
guardian or legal representative.
9.3 NO RIGHT TO CONTINUED EMPLOYMENT, ETC. Nothing in the
Plan or in any Award or Loan granted or any Award Agreement, promissory note
or other agreement entered into pursuant hereto shall confer upon any Grantee
the right to continue in the employ of or to continue as an independent
contractor of the Company, any Subsidiary or any Affiliate, or to be entitled
to any remuneration or benefits not set forth in the Plan or such Award
Agreement, promissory note, or other agreement or to interfere with or limit
in any way the right of the Company or any such Subsidiary or Affiliate to
terminate such Grantee's employment or independent contractor relationship.
9.4 TAXES. The Company or any Subsidiary or Affiliate is
authorized to withhold from any Award granted, any payment relating to an
Award under the Plan, including from a distribution of Stock, or any other
payment to a
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Grantee, amounts of withholding and other taxes due in connection with any
transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company and Grantees to satisfy
obligations for the payment of withholding taxes and other tax obligations
relating to any Award. This authority includes the authority to withhold or
receive Stock or other property and to make cash payments in respect thereof
in satisfaction of a Grantee's tax obligations.
9.5 AMENDMENT AND TERMINATION OF THE PLAN. The Board may at
any time and from time to time alter, amend, suspend, or terminate the Plan
in whole or in part; PROVIDED THAT, if the Committee determines that
stockholder approval of an amendment is necessary and desirable in order for
the Plan to comply or continue to comply with any applicable law, such
amendment shall not be effective unless the same shall be approved by the
requisite vote of the stockholders of the Company entitled to vote thereon.
Notwithstanding the foregoing, no amendment shall affect adversely any of the
rights of any Grantee, without such Grantee's consent, under any Award or
Loan theretofore granted under the Plan.
9.6 NO RIGHTS TO AWARDS OR LOANS; NO STOCKHOLDER RIGHTS. No
Grantee shall have any claim to be granted any Award or Loan under the Plan,
and there is no obligation for uniformity of treatment of Grantees. Except
as provided specifically herein, a Grantee or a transferee of an Award shall
have no rights as a stockholder with respect to any shares covered by the
Award until the date of the issuance of a stock certificate to him for such
shares.
9.7 UNFUNDED STATUS OF AWARDS. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation. With
respect to any payments not yet made to a Grantee pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Grantee any
rights that are greater than those of a general creditor of the Company.
9.8 NO FRACTIONAL SHARES. No fractional shares of Stock
shall be issued or delivered pursuant to the Plan or any Award. The
Committee shall determine whether cash, other Awards, or other property shall
be issued or paid in lieu of such fractional shares or whether such
fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.
9.9 REGULATIONS AND OTHER APPROVALS.
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(a) The obligation of the Company to sell or deliver
Stock with respect to any Award granted under the Plan shall be subject to
all applicable laws, rules and regulations, including all applicable federal
and state securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or appropriate by the
Committee.
(b) Each Award is subject to the requirement that, if at
any time the Committee determines, in its absolute discretion, that the
listing, registration or qualification of Stock issuable pursuant to the Plan
is required by any securities exchange or under any state or federal law, or
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, the grant of an Award or
the issuance of Stock, no such Award shall be granted or payment made or
Stock issued, in whole or in part, unless listing, registration,
qualification, consent or approval has been effected or obtained free of any
conditions not acceptable to the Committee.
(c) In the event that the disposition of Stock acquired
pursuant to the Plan is not covered by a then current registration statement
under the Securities Act and is not otherwise exempt from such registration,
such Stock shall be restricted against transfer to the extent required by the
Securities Act or regulations thereunder, and the Committee may require a
Grantee receiving Stock pursuant to the Plan, as a condition precedent to
receipt of such Stock, to represent to the Company in writing that the Stock
acquired by such Grantee is acquired for investment only and not with a view
to distribution.
9.10 GOVERNING LAW. The Plan and all determinations made and
actions taken pursuant hereto shall be governed by the laws of the State of
Maryland without giving effect to the conflict of laws principles thereof.
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ALEXANDRIA REAL ESTATE EQUITIES, INC.
1997 STOCK AWARD AND INCENTIVE PLAN
Section Page
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1. Purpose; Types of Awards; Construction. . . . . . . . . . . . . . . . . . . 1
2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
4. Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5. Stock Subject to the Plan . . . . . . . . . . . . . . . . . . . . . . . . . 8
6. Specific Terms of Awards. . . . . . . . . . . . . . . . . . . . . . . . . . 9
7. Change of Control Provisions. . . . . . . . . . . . . . . . . . . . . . . . 13
8. Loan Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
9. General Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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