**Exhibit 10.5**

 

**CENTERPOINT MANAGEMENT GROUP, LLCMANAGEMENT INCENTIVE PLAN**

 

**MIP Unit Award Agreement**

 

 

WHEREAS, CenterPoint Management Group, LLC, a Delaware limitedliability company (the “Company”), has established the CenterPointManagement Group, LLC Management Incentive Plan (the “MIP”), effectiveas of March       , 2006, to assist inattracting key employees of or on behalf of CenterPoint Properties Trust (“CenterPoint”),a Maryland real estate investment trust and a Subsidiary of Solstice HoldingsLLC, a Delaware limited liability company (“Solstice”), and to providethe Grantee with long-term incentives and rewards for superior performance;

 

WHEREAS, the Company is the MIP Unit Member of Solstice (as defined inthe Amended and Restated Limited Liability Company Agreement of Solstice);

 

WHEREAS,                       (the“Grantee”) is an employee of CenterPoint****andhas made and is expected to continue to make major contributions to theshort-term and long-term profitability, growth and financial strength ofCenterPoint;

 

WHEREAS, the Company, CenterPoint and the Grantee are parties to anemployment agreement dated March       ,2006 (the “Employment Agreement”);

 

WHEREAS, the execution of this MIP Unit Award Agreement in the favor ofthe Grantee in the form hereof (this “Agreement”) has beenauthorized by a resolution of the Board or, as authorized by the Board, theCommittee that was duly adopted effective as of                     (the “Date of Grant”).

 

NOW, THEREFORE, subject to the terms and conditions of the MIP UnitMember Operating Agreement, the MIP, the Employment Agreement and ashereinafter set forth, the Company hereby grants to the Grantee                    MIP Units.

 

1.                                       CapitalizedTerms. Capitalized terms used in this Agreement are defined in either theMIP, Grantee’s Employment Agreement or the MIP Unit Member Operating Agreement,as applicable.

 

2.                                       Forfeitureof MIP Units.

 

(a)                                  The Grantee shallforfeit the MIP Units awarded under this Agreement upon termination ofemployment under circumstances specified in the Employment Agreement.

 

(b)                                 Notwithstanding any ofthe provisions of Section 2 hereof, the Board (or as delegated by theBoard, the Committee) may accelerate the vesting of the Grantee’s MIPUnits awarded hereunder in connection with the termination of the Grantee’semployment.

 

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3.                                       Distributions.

 

(a)                                  During Employment.Provided that the Grantee remains in the continuous employ of CenterPoint, theGrantee shall be eligible to receive such Grantee’s allocable share of Distributionswith respect to the MIP Units awarded hereunder as and when provided under theMIP Unit Member Operating Agreement based on the Grantee’s MIP Unit SharingPercentage.

 

(b)                                 FollowingTermination of Employment. To the extent the Grantee’s employment isterminated prior to a Change in Control (i) by CenterPoint without Cause, (ii) bythe Grantee for Good Reason, (iii) in connection with non-renewal of theGrantee’s Employment Agreement, (iv) by the Grantee without Good Reasonafter the Initial Payout Date or (v) due to the Grantee’s death orDisability, the Grantee (or the Grantee’s Beneficiary in the event of theGrantee’s death) shall be only entitled to receive an allocable share of anyDistribution, if any, attributable to such Grantee’s vested MIP Units on theearlier of the next Distribution Date on which a Distribution is made to MIPUnit Members or the next Scheduled Liquidity Event date. Following such paymentthe Grantee (or such Grantee’s Beneficiary in the event of the Grantee’s death)will not be entitled to any further payments with respect to the MIP Unitsawarded hereunder and will have no further rights under the MIP, and all MIPUnits held by such Grantee shall be immediately forfeited.

 

(c)                                  Following a Changein Control. The MIP Units awarded hereunder shall vest and becomenonforfeitable upon the occurrence of a Change in Control. The Grantee shall beentitled to Distributions with respect to such vested MIP Units on and afterthe Change in Control and on and after a termination of employment, other thana termination for Cause, pursuant to the terms of the MIP, the MIP Unit MemberOperating Agreement and this Agreement. Such vested MIP Units shall otherwiseremain subject to the terms of the MIP, the MIP Unit Member Operating Agreementand this Agreement; provided, however, that, upon a terminationfor Cause as provided in the Grantee’s Employment Agreement, all MIP Units(whether vested or unvested) held by Grantee shall be immediately forfeited,and Grantee will not be entitled to any further payments or Distributions andwill have no further rights under the MIP on and after the termination ofemployment.

 

4.                                       Transferability.Except as otherwise permitted by the MIP Unit Member Operating Agreement, orunless and until forfeited pursuant to the Grantee’s Employment Agreement orredeemed by the Company pursuant to the MIP Unit Member Operating Agreement,the Grantee may not sell, exchange, transfer, pledge, hypothecate, orotherwise dispose of the MIP Units awarded hereunder without the prior Approvalof the Board and any attempted transfer without such Approval shall be *void ab initio*.

 

5.                                       MIPUnit Member Operating Agreement. The Grantee acknowledges and agrees thatthe MIP Units awarded hereunder are subject to the terms and conditions of theMIP Unit Member Operating Agreement. The Grantee further acknowledges andagrees that, to the extent the Grantee has not already executed the MIP UnitMember Operating Agreement or an addendum thereof, the Grantee will be requiredto sign the addendum to the MIP Unit Member

 

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Operating Agreement, attached hereto as Exhibit A,agreeing to be bound by the terms and conditions of the MIP Unit MemberOperating Agreement as a condition to receiving the MIP Units awardedhereunder.

 

6.                                       Compliancewith Law. The Company shall comply with all applicable laws and regulationsof any duly constituted authority having jurisdiction over the issuance of theMIP Units to the Grantee as contemplated herein; provided, however,that notwithstanding any other provision of this Agreement, the Company shallnot be obligated to issue any MIP Units hereunder if the issuance thereof wouldresult in a violation of any such law or regulation.

 

7.                                       WithholdingTaxes.

 

(a)                                  Tothe extent that the Company, Solstice or CenterPoint is required to withholdfederal, state, local or foreign taxes in connection with any payment made orbenefit realized by the Grantee or other person under this Agreement, and theamounts available to the Company for the withholding are insufficient, it shallhave the right to require the Grantee or the Grantee’s Beneficiary to remit tothe Company, Solstice or CenterPoint an amount sufficient to satisfy allfederal, state and local withholding tax requirements in connection with anypayment made or benefit realized by the Grantee or the Grantee’s Beneficiary inconnection with this award. The Board may make mutually agreed-uponarrangements with the Grantee or the Grantee’s Beneficiary for the satisfactionof such required withholding liability, which may include, but not belimited to, the relinquishment of any MIP Unit.

 

(b)                                 Ifthe Company is obligated to pay any amount to a governmental agency (orotherwise makes a payment to a governmental agency) because of (A) theGrantee’s status or otherwise specifically attributable to the Grantee in hisor her capacity as a Grantee with respect to federal, state or localwithholding taxes imposed with respect to (i) any issuance of MIP Units tothe Grantee by the Company or (ii) any payments to a Grantee or (B) aGrantee’s breach of the MIP Unit Member Operating Agreement or violation of anylaw, rule or regulation in his, her or its capacity as a Grantee, then theCompany shall reduce the Distributions that would otherwise be made to theGrantee or if such Distributions are insufficient to pay such obligation suchGrantee shall, to the fullest extent permitted by law, indemnify the Company infull for the entire amount paid (including, without limitation, any interest, penaltiesand expenses associated with such payments).

 

8.                                       Continuationof Employment. Neither this Agreement nor any action taken hereunder shallbe construed as giving the Grantee any right to continued employment withCenterPoint, nor shall this Agreement or any action taken hereunder beconstrued as entitling CenterPoint to the services of the Grantee for anyperiod of time. For the purposes of this Agreement, the continuous employmentof the Grantee with CenterPoint shall not be deemed interrupted, and theGrantee shall not be deemed to have ceased to be employed by CenterPoint byreason of the transfer of his employment among CenterPoint, Solstice, theCompany or a Subsidiary or Affiliate of CenterPoint, Solstice or the Companythat adopts the MIP.

 

9.                                       LimitedRights. Except as otherwise provided in the MIP Unit Member OperatingAgreement and as set forth in the Employment Agreement, the granting of the MIPUnits hereunder shall not confer upon the Grantee any right to participate inthe management of

 

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the business and affairs of the Company orany Subsidiary or Affiliate of the Company. The granting of the MIP Unitshereunder shall confer upon the Grantee only those rights set forth in the MIPUnit Member Operating Agreement, the MIP, the Employment Agreement and thisAgreement.

 

10.                                 UnfundedPlan. The MIP shall be unfunded and shall not create (or be construed tocreate) a trust or separate fund.

 

11.                                 Amendments.Any amendment to the MIP shall be deemed to be an amendment to this Agreementto the extent that the amendment is applicable hereto; provided, however,that no amendment shall adversely affect the rights of the Grantee hereunderunder any vested MIP Units without the Grantee’s consent.

 

12.                                 Successorsand Assigns. This Agreement shall be binding upon, and shall inure to thebenefit of the Company and any successor or assign. The Company may assignand transfer this Agreement, and delegate its duties hereunder, to a Subsidiaryof CenterPoint, Solstice or the Company, subject to the MIP.

 

13.                                 Severability.In the event that one or more of the provisions of the MIP or this Agreementbecomes invalid, illegal or unenforceable in any jurisdiction, or woulddisqualify the MIP, this Agreement or the MIP Units under any law deemedapplicable by the Board, the Board shall replace each invalid, illegal orunenforceable provision with a valid, legal and enforceable provision whichwill most nearly and equitably satisfy the economic effect of the invalid, illegalor unenforceable provision.

 

14.                                 GoverningLaw. This Agreement is made in, and shall be construed in accordance with,the laws of the State of Delaware.

 

15.                                 AgreementSubject to MIP. The MIP Units granted under this Agreement and all of theterms and conditions hereof are subject to all of the terms and conditions ofthe MIP. In the event of any inconsistency between this Agreement and the MIP,the terms of the MIP will govern.

 

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This Agreementis hereby executed by the Company on this             day of                 ,2006.

 
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This Agreementis hereby executed by the undersigned Grantee this                    day of             2006. The Grantee hereby acknowledges receipt of an executed original of thisAgreement and accepts this award of MIP Units, subject to the terms andconditions of the MIP, the MIP Unit Member Operating Agreementand the terms and conditions set forth above. The Grantee furtheracknowledges and agrees that, to the extent Grantee has not already executedthe MIP Unit Member Operating Agreement or an addendum thereof, the Granteewill be required to sign the addendum to the MIP Unit Member OperatingAgreement, attached hereto as Exhibit A, agreeing to be bound bythe terms and conditions of the MIP Unit Member Operating Agreement as acondition to receiving the MIP Units awarded hereunder.

 
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