Exhibit 10.3


 


CENTERPOINT PROPERTIES TRUST


2003
OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is
dated as May 16, 2005 between CenterPoint Properties Trust, a Maryland real
estate investment trust (the “Company”), and Nicholas
C. Babson (the “Grantee”).


 


                                This
Agreement is made pursuant to, and is governed by, the CenterPoint
Properties Trust 2003 Omnibus Employee Retention and Incentive Plan (the “2003 Plan”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan.  The purpose of this Agreement is to establish
a written agreement evidencing a grant of Restricted Shares made in accordance
with the terms of the Plan.  In this
Agreement, “Restricted Shares” means shares granted pursuant to this Agreement
or other securities resulting from an adjustment under Section 1.5 and 6.2 of
the 2003 Plan.


 


The parties agree as follows:


 


1.              Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 1,000  Common Shares (the “Shares”)
under the terms and conditions hereof.


 


2.              Share
Price.  The share price of the
Shares is $42.36.


 


3.              Performance
Goals.  As defined below in section
5 (a).


 


4.              Time
Goal.  Eight (8) years.


 


5.              Vesting.   Except as otherwise provided
in the 2003 Plan or in this Agreement, the Shares shall become vested as
follows:


 


(a)                                  Achievement
of Performance Goal.  Shares granted and not previously vested or forfeited shall vest as
detailed below: at the close of business on the last day of a period commencing
at least two years after the date of this award and:


 


•                   20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 30%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 40%.


 





















 


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 50%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 60%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be the
cumulative share price appreciation (the difference between (i) the share price
of the Company’s common shares on the date of any determination thereof plus
the aggregate amount of cash distributions per share for the period commencing
on the date of this award and ending on the date of any such determination and
(ii) the price of the Shares on the date of this award) and the denominator of
which shall be the price of the Shares on the date of this award.


 


(b)                                 Change
of Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)                                  Time
Goal.   Shares not previously vested or
forfeited shall become fully vested at the close of business on the eighth
anniversary of the date of this Agreement.


 


6.              Rights
of the Company.  This Agreement
does not affect the Company’s right to take any corporate action, including its
right to recapitalize, reorganize or consolidate, issue bonds, notes or stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.              Taxes.  The Company may pay or
withhold the amount of any tax attributable to any Shares deliverable under
this Agreement or dividends payable thereon, and the Company may defer making
delivery or payment until it is indemnified to its satisfaction for that tax.


 


8.              Compliance
with Laws.  Shares can be
delivered under this Agreement only in compliance with all applicable federal
and state laws and regulations, including without limitation state and federal
securities laws, and the rules of all stock exchanges on which the common
shares are listed at any time.  Shares
may not be issued under this Agreement until the Company has obtained the
consent or approval of every regulatory body having jurisdiction over such
matters as the Company deems advisable. 
Each person or estate that acquired the right to receive shares by
bequest or inheritance may be required by the Company to furnish reasonable
evidence of ownership of the shares as a condition to their issuance.   In addition, the Company may require such
consents and releases of taxing authorities as the Company deems advisable.


 


9.              Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


 


2





















 


 


10.       No
Right of Employment.  Nothing in this
Agreement shall confer any right on an employee to continue in the employ of
the Company or shall interfere in any way with the right of the Company to
terminate such employee at any time.


 


11.       Amendment
of Agreement.  The Company may
alter, amend, or terminate this Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  This Agreement is the
final, complete, and exclusive expression of the understanding between the
parties and supersedes any prior or
contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


 


13.       Notices.  All notices and other
communications required or permitted under this Agreement shall be written, and
shall be either delivered personally or sent by registered or certified
first-class mail, postage prepaid and return receipt requested, or by telex or
telecopy, addressed as follows: if to the Company, to the Company’s principal
office, Attention: Mr. Rockford O. Kottka, and if to the Grantee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this Section 13.


 


 


 


IN
WITNESS WHEREOF, the Grantee and the
Company have executed this Agreement as of the date first written above.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
   Chief Accounting Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GRANTEE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ Nicholas C. Babson

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name: Nicholas C. Babson

  
											



 


 


3





















 


CENTERPOINT PROPERTIES TRUST


2003
OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is dated
as May 16, 2005 between CenterPoint Properties Trust, a Maryland real estate
investment trust (the “Company”), and Martin
Barber (the “Grantee”).


 


                                This
Agreement is made pursuant to, and is governed by, the CenterPoint
Properties Trust 2003 Omnibus Employee Retention and Incentive Plan (the “2003 Plan”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan.  The purpose of this Agreement is to establish
a written agreement evidencing a grant of Restricted Shares made in accordance
with the terms of the Plan.  In this
Agreement, “Restricted Shares” means shares granted pursuant to this Agreement
or other securities resulting from an adjustment under Section 1.5 and 6.2 of
the 2003 Plan.


 


The parties agree as follows:


 


1.              Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 1,300  Common Shares (the “Shares”)
under the terms and conditions hereof.


 


2.              Share
Price.  The share price of the
Shares is $42.36.


 


3.              Performance
Goals.  As defined below in section
5 (a).


 


4.              Time
Goal.  Eight (8) years.


 


5.              Vesting.   Except as otherwise provided
in the 2003 Plan or in this Agreement, the Shares shall become vested as
follows:


 


(a)                                  Achievement
of Performance Goal.  Shares granted and not previously vested or forfeited shall vest as
detailed below: at the close of business on the last day of a period commencing
at least two years after the date of this award and:


 


•                   20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 30%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 40%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 50%.


 





















 


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 60%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 70%.


 


Total shareholder return means,
with respect to each award, a fraction the numerator of which shall be the
cumulative share price appreciation (the difference between (i) the share price
of the Company’s common shares on the date of any determination thereof plus
the aggregate amount of cash distributions per share for the period commencing
on the date of this award and ending on the date of any such determination and
(ii) the price of the Shares on the date of this award) and the denominator of
which shall be the price of the Shares on the date of this award.


 


(b)                                 Change
of Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)                                  Time
Goal.   Shares not previously vested or
forfeited shall become fully vested at the close of business on the eighth
anniversary of the date of this Agreement.


 


6.              Rights
of the Company.  This Agreement
does not affect the Company’s right to take any corporate action, including its
right to recapitalize, reorganize or consolidate, issue bonds, notes or stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.              Taxes.  The Company may pay or
withhold the amount of any tax attributable to any Shares deliverable under
this Agreement or dividends payable thereon, and the Company may defer making
delivery or payment until it is indemnified to its satisfaction for that tax.


 


8.              Compliance
with Laws.  Shares can be
delivered under this Agreement only in compliance with all applicable federal
and state laws and regulations, including without limitation state and federal
securities laws, and the rules of all stock exchanges on which the common
shares are listed at any time.  Shares
may not be issued under this Agreement until the Company has obtained the
consent or approval of every regulatory body having jurisdiction over such
matters as the Company deems advisable. 
Each person or estate that acquired the right to receive shares by
bequest or inheritance may be required by the Company to furnish reasonable
evidence of ownership of the shares as a condition to their issuance.   In addition, the Company may require such
consents and releases of taxing authorities as the Company deems advisable.


 


9.              Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.       No
Right of Employment.  Nothing in this
Agreement shall confer any right on an employee to continue in the employ of
the Company or shall interfere in any way with the right of the Company to
terminate such employee at any time.


 


11.       Amendment
of Agreement.  The Company may
alter, amend, or terminate this Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


 


2





















 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  This Agreement is the
final, complete, and exclusive expression of the understanding between the
parties and supersedes any prior or
contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


 


13.       Notices.  All notices and other
communications required or permitted under this Agreement shall be written, and
shall be either delivered personally or sent by registered or certified
first-class mail, postage prepaid and return receipt requested, or by telex or
telecopy, addressed as follows: if to the Company, to the Company’s principal
office, Attention: Mr. Rockford O. Kottka, and if to the Grantee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this Section 13.


 


 


 


IN
WITNESS WHEREOF, the Grantee and the
Company have executed this Agreement as of the date first written above.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ Martin Barber

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name: Martin Barber

  
											



 


3





















 


CENTERPOINT PROPERTIES TRUST


2003
OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is
dated as May 16, 2005 between CenterPoint Properties Trust, a Maryland real
estate investment trust (the “Company”), and Norman
R. Bobins (the “Grantee”).


 


                                This
Agreement is made pursuant to, and is governed by, the CenterPoint
Properties Trust 2003 Omnibus Employee Retention and Incentive Plan (the “2003 Plan”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan.  The purpose of this Agreement is to establish
a written agreement evidencing a grant of Restricted Shares made in accordance
with the terms of the Plan.  In this
Agreement, “Restricted Shares” means shares granted pursuant to this Agreement
or other securities resulting from an adjustment under Section 1.5 and 6.2 of
the 2003 Plan.


 


The parties agree as follows:


 


1.              Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 1,000  Common Shares (the “Shares”)
under the terms and conditions hereof.


 


2.              Share
Price.  The share price of the
Shares is $42.36.


 


3.              Performance
Goals.  As defined below in section
5 (a).


 


4.              Time
Goal.  Eight (8) years.


 


5.              Vesting.   Except as otherwise provided
in the 2003 Plan or in this Agreement, the Shares shall become vested as
follows:


 


(a)                                  Achievement
of Performance Goal.  Shares granted and not previously vested or forfeited shall vest as
detailed below: at the close of business on the last day of a period commencing
at least two years after the date of this award and:


 


•                   20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 30%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 40%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 50%.


 





















 


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 60%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such
determination and (ii) the price of the Shares on the date of this award) and
the denominator of which shall be the price of the Shares on the date of this
award.


 


(b)                                 Change
of Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)                                  Time
Goal.   Shares not previously vested or
forfeited shall become fully vested at the close of business on the eighth
anniversary of the date of this Agreement.


 


6.              Rights
of the Company.  This Agreement
does not affect the Company’s right to take any corporate action, including its
right to recapitalize, reorganize or consolidate, issue bonds, notes or stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.              Taxes.  The Company may pay or
withhold the amount of any tax attributable to any Shares deliverable under
this Agreement or dividends payable thereon, and the Company may defer making
delivery or payment until it is indemnified to its satisfaction for that tax.


 


8.              Compliance
with Laws.  Shares can be
delivered under this Agreement only in compliance with all applicable federal
and state laws and regulations, including without limitation state and federal
securities laws, and the rules of all stock exchanges on which the common shares
are listed at any time.  Shares may not
be issued under this Agreement until the Company has obtained the consent or
approval of every regulatory body having jurisdiction over such matters as the
Company deems advisable.  Each person or
estate that acquired the right to receive shares by bequest or inheritance may
be required by the Company to furnish reasonable evidence of ownership of the
shares as a condition to their issuance.  
In addition, the Company may require such consents and releases of taxing
authorities as the Company deems advisable.


 


9.              Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.       No
Right of Employment.  Nothing in this
Agreement shall confer any right on an employee to continue in the employ of
the Company or shall interfere in any way with the right of the Company to
terminate such employee at any time.


 


11.       Amendment
of Agreement.  The Company may
alter, amend, or terminate this Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


 


2





















 


 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  This Agreement is the
final, complete, and exclusive expression of the understanding between the
parties and supersedes any prior or
contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


 


13.       Notices.  All notices and other
communications required or permitted under this Agreement shall be written, and
shall be either delivered personally or sent by registered or certified
first-class mail, postage prepaid and return receipt requested, or by telex or
telecopy, addressed as follows: if to the Company, to the Company’s principal
office, Attention: Mr. Rockford O. Kottka, and if to the Grantee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this Section 13.


 


 


 


IN
WITNESS WHEREOF, the Grantee and the
Company have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
   Chief Accounting Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ Norman R. Bobins

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name: Norman R. Bobins

  
											



 


 


3





















 


CENTERPOINT PROPERTIES TRUST


2003
OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is
dated as May 16, 2005 between CenterPoint Properties Trust, a Maryland real
estate investment trust (the “Company”), and Alan
D. Feld (the “Grantee”).


 


                                This
Agreement is made pursuant to, and is governed by, the CenterPoint
Properties Trust 2003 Omnibus Employee Retention and Incentive Plan (the “2003 Plan”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan.  The purpose of this Agreement is to establish
a written agreement evidencing a grant of Restricted Shares made in accordance
with the terms of the Plan.  In this
Agreement, “Restricted Shares” means shares granted pursuant to this Agreement
or other securities resulting from an adjustment under Section 1.5 and 6.2 of
the 2003 Plan.


 


The parties agree as follows:


 


1.              Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 1,000  Common Shares (the “Shares”)
under the terms and conditions hereof.


 


2.              Share
Price.  The share price of the
Shares is $42.36.


 


3.              Performance
Goals.  As defined below in section
5 (a).


 


4.              Time
Goal.  Eight (8) years.


 


5.              Vesting.   Except as otherwise provided
in the 2003 Plan or in this Agreement, the Shares shall become vested as
follows:


 


(a)                                  Achievement
of Performance Goal.  Shares granted and not previously vested or forfeited shall vest as
detailed below: at the close of business on the last day of a period commencing
at least two years after the date of this award and:


 


•                   20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 30%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 40%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 50%.


 





















 


 


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 60%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such determination
and (ii) the price of the Shares on the date of this award) and the denominator
of which shall be the price of the Shares on the date of this award.


 


(b)                                 Change
of Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)                                  Time
Goal.   Shares not previously vested or
forfeited shall become fully vested at the close of business on the eighth
anniversary of the date of this Agreement.


 


6.              Rights
of the Company.  This Agreement
does not affect the Company’s right to take any corporate action, including its
right to recapitalize, reorganize or consolidate, issue bonds, notes or stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.              Taxes.  The Company may pay or
withhold the amount of any tax attributable to any Shares deliverable under
this Agreement or dividends payable thereon, and the Company may defer making
delivery or payment until it is indemnified to its satisfaction for that tax.


 


8.              Compliance
with Laws.  Shares can be
delivered under this Agreement only in compliance with all applicable federal
and state laws and regulations, including without limitation state and federal
securities laws, and the rules of all stock exchanges on which the common
shares are listed at any time.  Shares
may not be issued under this Agreement until the Company has obtained the
consent or approval of every regulatory body having jurisdiction over such
matters as the Company deems advisable. 
Each person or estate that acquired the right to receive shares by
bequest or inheritance may be required by the Company to furnish reasonable
evidence of ownership of the shares as a condition to their issuance.   In
addition, the Company may require such consents and releases of taxing
authorities as the Company deems advisable.


 


9.              Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.       No
Right of Employment.  Nothing in this
Agreement shall confer any right on an employee to continue in the employ of
the Company or shall interfere in any way with the right of the Company to
terminate such employee at any time.


 


11.       Amendment
of Agreement.  The Company may
alter, amend, or terminate this Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


 


2





















 


 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  This Agreement is the
final, complete, and exclusive expression of the understanding between the
parties and supersedes any prior or
contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


 


13.       Notices.  All notices and other
communications required or permitted under this Agreement shall be written, and
shall be either delivered personally or sent by registered or certified
first-class mail, postage prepaid and return receipt requested, or by telex or
telecopy, addressed as follows: if to the Company, to the Company’s principal
office, Attention: Mr. Rockford O. Kottka, and if to the Grantee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this Section 13.


 


 


 


IN
WITNESS WHEREOF, the Grantee and the
Company have executed this Agreement as of the date first written above.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ Alan D. Feld

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name: Alan D. Feld

  
											



 


 


 


3





















 


CENTERPOINT PROPERTIES TRUST


2003
OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is
dated as May 16, 2005 between CenterPoint Properties Trust, a Maryland real
estate investment trust (the “Company”), and John
S. Gates, Jr. (the “Grantee”).


 


                                This
Agreement is made pursuant to, and is governed by, the CenterPoint
Properties Trust 2003 Omnibus Employee Retention and Incentive Plan (the “2003 Plan”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan.  The purpose of this Agreement is to establish
a written agreement evidencing a grant of Restricted Shares made in accordance
with the terms of the Plan.  In this
Agreement, “Restricted Shares” means shares granted pursuant to this Agreement
or other securities resulting from an adjustment under Section 1.5 and 6.2 of
the 2003 Plan.


 


The parties agree as follows:


 


1.              Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 1,300  Common Shares (the “Shares”)
under the terms and conditions hereof.


 


2.              Share
Price.  The share price of the
Shares is $42.36.


 


3.              Performance
Goals.  As defined below in section
5 (a).


 


4.              Time
Goal.  Eight (8) years.


 


5.              Vesting.   Except as otherwise provided
in the 2003 Plan or in this Agreement, the Shares shall become vested as
follows:


 


(a)                                  Achievement
of Performance Goal.  Shares granted and not previously vested or forfeited shall vest as
detailed below: at the close of business on the last day of a period commencing
at least two years after the date of this award and:


 


•                   20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 30%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 40%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 50%.


 





















 


 


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 60%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such
determination and (ii) the price of the Shares on the date of this award) and
the denominator of which shall be the price of the Shares on the date of this
award.


 


(b)                                 Change
of Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)                                  Time
Goal.   Shares not previously vested or
forfeited shall become fully vested at the close of business on the eighth
anniversary of the date of this Agreement.


 


6.              Rights
of the Company.  This Agreement
does not affect the Company’s right to take any corporate action, including its
right to recapitalize, reorganize or consolidate, issue bonds, notes or stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.              Taxes.  The Company may pay or
withhold the amount of any tax attributable to any Shares deliverable under
this Agreement or dividends payable thereon, and the Company may defer making
delivery or payment until it is indemnified to its satisfaction for that tax.


 


8.              Compliance
with Laws.  Shares can be
delivered under this Agreement only in compliance with all applicable federal
and state laws and regulations, including without limitation state and federal
securities laws, and the rules of all stock exchanges on which the common
shares are listed at any time.  Shares
may not be issued under this Agreement until the Company has obtained the
consent or approval of every regulatory body having jurisdiction over such
matters as the Company deems advisable. 
Each person or estate that acquired the right to receive shares by
bequest or inheritance may be required by the Company to furnish reasonable evidence
of ownership of the shares as a condition to their issuance.   In addition, the Company may require such
consents and releases of taxing authorities as the Company deems advisable.


 


9.              Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.       No
Right of Employment.  Nothing in this
Agreement shall confer any right on an employee to continue in the employ of
the Company or shall interfere in any way with the right of the Company to
terminate such employee at any time.


 


11.       Amendment
of Agreement.  The Company may
alter, amend, or terminate this Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


 


2





















 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  This Agreement is the
final, complete, and exclusive expression of the understanding between the
parties and supersedes any prior or
contemporaneous agreement or representation, oral or written, between them.  Modification of this Agreement or waiver of a
condition herein must be written and signed by the party to be bound.  In the event that any paragraph or provision
of this Agreement shall be held to be illegal or unenforceable, such paragraph
or provision shall be severed from the Agreement and the entire Agreement shall
not fail on account thereof, but shall otherwise remain in full force and
effect.


 


 


13.       Notices.  All notices and other
communications required or permitted under this Agreement shall be written, and
shall be either delivered personally or sent by registered or certified
first-class mail, postage prepaid and return receipt requested, or by telex or
telecopy, addressed as follows: if to the Company, to the Company’s principal
office, Attention: Mr. Rockford O. Kottka, and if to the Grantee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this Section 13.


 


 


 


IN
WITNESS WHEREOF, the Grantee and the
Company have executed this Agreement as of the date first written above.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Michael M. Mullen

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   Michael M. Mullen

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ John S. Gates, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name: John S. Gates, Jr.

  
											



 


 


3





















 


CENTERPOINT PROPERTIES TRUST


2003
OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is
dated as May 16, 2005 between CenterPoint Properties Trust, a Maryland real
estate investment trust (the “Company”), and Donald
A. King, Jr. (the “Grantee”).


 


                                This
Agreement is made pursuant to, and is governed by, the CenterPoint
Properties Trust 2003 Omnibus Employee Retention and Incentive Plan (the “2003 Plan”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan.  The purpose of this Agreement is to establish
a written agreement evidencing a grant of Restricted Shares made in accordance
with the terms of the Plan.  In this
Agreement, “Restricted Shares” means shares granted pursuant to this Agreement
or other securities resulting from an adjustment under Section 1.5 and 6.2 of
the 2003 Plan.


 


The parties agree as follows:


 


1.              Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 1,000  Common Shares (the “Shares”)
under the terms and conditions hereof.


 


2.              Share
Price.  The share price of the
Shares is $42.36.


 


3.              Performance
Goals.  As defined below in section
5 (a).


 


4.              Time
Goal.  Eight (8) years.


 


5.              Vesting.   Except as otherwise provided
in the 2003 Plan or in this Agreement, the Shares shall become vested as
follows:


 


(a)                                  Achievement
of Performance Goal.  Shares granted and not previously vested or forfeited shall vest as
detailed below: at the close of business on the last day of a period commencing
at least two years after the date of this award and:


 


•                   20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 30%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 40%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 50%.





















 


 


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 60%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such
determination and (ii) the price of the Shares on the date of this award) and
the denominator of which shall be the price of the Shares on the date of this
award.


 


(b)                                 Change
of Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)                                  Time
Goal.   Shares not previously vested or
forfeited shall become fully vested at the close of business on the eighth
anniversary of the date of this Agreement.


 


6.              Rights
of the Company.  This Agreement
does not affect the Company’s right to take any corporate action, including its
right to recapitalize, reorganize or consolidate, issue bonds, notes or stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.              Taxes.  The Company may pay or
withhold the amount of any tax attributable to any Shares deliverable under
this Agreement or dividends payable thereon, and the Company may defer making
delivery or payment until it is indemnified to its satisfaction for that tax.


 


8.              Compliance
with Laws.  Shares can be
delivered under this Agreement only in compliance with all applicable federal
and state laws and regulations, including without limitation state and federal
securities laws, and the rules of all stock exchanges on which the common
shares are listed at any time.  Shares
may not be issued under this Agreement until the Company has obtained the
consent or approval of every regulatory body having jurisdiction over such
matters as the Company deems advisable. 
Each person or estate that acquired the right to receive shares by bequest
or inheritance may be required by the Company to furnish reasonable evidence of
ownership of the shares as a condition to their issuance.   In addition, the Company may require such
consents and releases of taxing authorities as the Company deems advisable.


 


9.              Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.       No
Right of Employment.  Nothing in this
Agreement shall confer any right on an employee to continue in the employ of
the Company or shall interfere in any way with the right of the Company to
terminate such employee at any time.


 


11.       Amendment
of Agreement.  The Company may
alter, amend, or terminate this Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


 


2





















 


 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  This Agreement is the
final, complete, and exclusive expression of the understanding between the
parties and supersedes any prior or
contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


 


13.       Notices.  All notices and other
communications required or permitted under this Agreement shall be written, and
shall be either delivered personally or sent by registered or certified
first-class mail, postage prepaid and return receipt requested, or by telex or
telecopy, addressed as follows: if to the Company, to the Company’s principal
office, Attention: Mr. Rockford O. Kottka, and if to the Grantee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this Section 13.


 


 


 


IN
WITNESS WHEREOF, the Grantee and the
Company have executed this Agreement as of the date first written above.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ Donald A. King

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name: Donald A. King, Jr.

  
											



 


 


3





















 


 


CENTERPOINT PROPERTIES TRUST


2003
OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is
dated as May 16, 2005 between CenterPoint Properties Trust, a Maryland real
estate investment trust (the “Company”), and Thomas
E. Robinson (the “Grantee”).


 


                                This
Agreement is made pursuant to, and is governed by, the CenterPoint
Properties Trust 2003 Omnibus Employee Retention and Incentive Plan (the “2003 Plan”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan.  The purpose of this Agreement is to establish
a written agreement evidencing a grant of Restricted Shares made in accordance
with the terms of the Plan.  In this
Agreement, “Restricted Shares” means shares granted pursuant to this Agreement
or other securities resulting from an adjustment under Section 1.5 and 6.2 of
the 2003 Plan.


 


The parties agree as follows:


 


1.              Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 1,000  Common Shares (the “Shares”)
under the terms and conditions hereof.


 


2.              Share
Price.  The share price of the
Shares is $42.36.


 


3.              Performance
Goals.  As defined below in section
5 (a).


 


4.              Time
Goal.  Eight (8) years.


 


5.              Vesting.   Except as otherwise provided
in the 2003 Plan or in this Agreement, the Shares shall become vested as
follows:


 


(a)                                  Achievement
of Performance Goal.  Shares granted and not previously vested or forfeited shall vest as
detailed below: at the close of business on the last day of a period commencing
at least two years after the date of this award and:


 


•                   20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 30%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 40%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for such
trading days equals or exceeds 50%.





















 


 


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 60%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such
determination and (ii) the price of the Shares on the date of this award) and
the denominator of which shall be the price of the Shares on the date of this
award.


 


(b)                                 Change
of Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)                                  Time
Goal.   Shares not previously vested or
forfeited shall become fully vested at the close of business on the eighth
anniversary of the date of this Agreement.


 


6.              Rights
of the Company.  This Agreement
does not affect the Company’s right to take any corporate action, including its
right to recapitalize, reorganize or consolidate, issue bonds, notes or stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.              Taxes.  The Company may pay or
withhold the amount of any tax attributable to any Shares deliverable under
this Agreement or dividends payable thereon, and the Company may defer making
delivery or payment until it is indemnified to its satisfaction for that tax.


 


8.              Compliance
with Laws.  Shares can be
delivered under this Agreement only in compliance with all applicable federal
and state laws and regulations, including without limitation state and federal
securities laws, and the rules of all stock exchanges on which the common
shares are listed at any time.  Shares
may not be issued under this Agreement until the Company has obtained the
consent or approval of every regulatory body having jurisdiction over such
matters as the Company deems advisable. 
Each person or estate that acquired the right to receive shares by
bequest or inheritance may be required by the Company to furnish reasonable
evidence of ownership of the shares as a condition to their issuance.   In addition, the Company may require such
consents and releases of taxing authorities as the Company deems advisable.


 


9.              Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.       No
Right of Employment.  Nothing in this
Agreement shall confer any right on an employee to continue in the employ of
the Company or shall interfere in any way with the right of the Company to
terminate such employee at any time.


 


11.       Amendment
of Agreement.  The Company may
alter, amend, or terminate this Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


 


2





















 


 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  This Agreement is the
final, complete, and exclusive expression of the understanding between the
parties and supersedes any prior or
contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


 


13.       Notices.  All notices and other
communications required or permitted under this Agreement shall be written, and
shall be either delivered personally or sent by registered or certified
first-class mail, postage prepaid and return receipt requested, or by telex or
telecopy, addressed as follows: if to the Company, to the Company’s principal
office, Attention: Mr. Rockford O. Kottka, and if to the Grantee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by mail
shall be deemed to have been given when it is deposited in the United States
mail in the manner specified herein, and each such notice and communication
given by telex or telecopy shall be deemed to have been given when it is so
transmitted and the appropriate confirmation is received.  A party may change its address for record purposes
by giving notice in accordance with the provisions of this Section 13.


 


 


 


IN
WITNESS WHEREOF, the Grantee and the
Company have executed this Agreement as of the date first written above.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ Thomas E. Robinson

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name: Thomas E. Robinson

  
											



 


 


3





















 


CENTERPOINT PROPERTIES TRUST


2003
OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is
dated as May 16, 2005 between CenterPoint Properties Trust, a Maryland real
estate investment trust (the “Company”), and John
(Jack) C. Staley (the “Grantee”).


 


                                This
Agreement is made pursuant to, and is governed by, the CenterPoint
Properties Trust 2003 Omnibus Employee Retention and Incentive Plan (the “2003 Plan”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan.  The purpose of this Agreement is to establish
a written agreement evidencing a grant of Restricted Shares made in accordance
with the terms of the Plan.  In this
Agreement, “Restricted Shares” means shares granted pursuant to this Agreement
or other securities resulting from an adjustment under Section 1.5 and 6.2 of
the 2003 Plan.


 


The parties agree as follows:


 


1.              Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 1,000  Common Shares (the “Shares”)
under the terms and conditions hereof.


 


2.              Share
Price.  The share price of the
Shares is $42.36.


 


3.              Performance
Goals.  As defined below in section
5 (a).


 


4.              Time
Goal.  Eight (8) years.


 


5.              Vesting.   Except as otherwise provided
in the 2003 Plan or in this Agreement, the Shares shall become vested as
follows:


 


(a)                                  Achievement
of Performance Goal.  Shares granted and not previously vested or forfeited shall vest as
detailed below: at the close of business on the last day of a period commencing
at least two years after the date of this award and:


 


•                   20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 30%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 40%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 50%.





















 


 


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 60%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such
determination and (ii) the price of the Shares on the date of this award) and
the denominator of which shall be the price of the Shares on the date of this
award.


 


(b)                                 Change
of Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)                                  Time
Goal.   Shares not previously vested or
forfeited shall become fully vested at the close of business on the eighth
anniversary of the date of this Agreement.


 


6.              Rights
of the Company.  This Agreement
does not affect the Company’s right to take any corporate action, including its
right to recapitalize, reorganize or consolidate, issue bonds, notes or stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.              Taxes.  The Company may pay or
withhold the amount of any tax attributable to any Shares deliverable under
this Agreement or dividends payable thereon, and the Company may defer making
delivery or payment until it is indemnified to its satisfaction for that tax.


 


8.              Compliance
with Laws.  Shares can be
delivered under this Agreement only in compliance with all applicable federal
and state laws and regulations, including without limitation state and federal
securities laws, and the rules of all stock exchanges on which the common
shares are listed at any time.  Shares
may not be issued under this Agreement until the Company has obtained the
consent or approval of every regulatory body having jurisdiction over such
matters as the Company deems advisable. 
Each person or estate that acquired the right to receive shares by
bequest or inheritance may be required by the Company to furnish reasonable
evidence of ownership of the shares as a condition to their issuance.   In addition, the Company may require such
consents and releases of taxing authorities as the Company deems advisable.


 


9.              Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.       No
Right of Employment.  Nothing in this
Agreement shall confer any right on an employee to continue in the employ of
the Company or shall interfere in any way with the right of the Company to
terminate such employee at any time.


 


11.       Amendment
of Agreement.  The Company may
alter, amend, or terminate this Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


 


2





















 


 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  This Agreement is the
final, complete, and exclusive expression of the understanding between the
parties and supersedes any prior or
contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


 


13.       Notices.  All notices and other
communications required or permitted under this Agreement shall be written, and
shall be either delivered personally or sent by registered or certified
first-class mail, postage prepaid and return receipt requested, or by telex or
telecopy, addressed as follows: if to the Company, to the Company’s principal
office, Attention: Mr. Rockford O. Kottka, and if to the Grantee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this Section 13.


 


 


 


IN
WITNESS WHEREOF, the Grantee and the
Company have executed this Agreement as of the date first written above.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ John C. Staley

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name: John (Jack) C. Staley

  
											



 


 


3





















 


CENTERPOINT PROPERTIES TRUST


2003
OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is
dated as May 16, 2005 between CenterPoint Properties Trust, a Maryland real
estate investment trust (the “Company”), and Robert
L. Stovall (the “Grantee”).


 


                                This
Agreement is made pursuant to, and is governed by, the CenterPoint
Properties Trust 2003 Omnibus Employee Retention and Incentive Plan (the “2003 Plan”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan.  The purpose of this Agreement is to establish
a written agreement evidencing a grant of Restricted Shares made in accordance
with the terms of the Plan.  In this
Agreement, “Restricted Shares” means shares granted pursuant to this Agreement
or other securities resulting from an adjustment under Section 1.5 and 6.2 of
the 2003 Plan.


 


The parties agree as follows:


 


1.              Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 1,300  Common Shares (the “Shares”)
under the terms and conditions hereof.


 


2.              Share
Price.  The share price of the
Shares is $42.36.


 


3.              Performance
Goals.  As defined below in section
5 (a).


 


4.              Time
Goal.  Eight (8) years.


 


5.              Vesting.   Except as otherwise provided
in the 2003 Plan or in this Agreement, the Shares shall become vested as
follows:


 


(a)                                  Achievement
of Performance Goal.  Shares granted and not previously vested or forfeited shall vest as
detailed below: at the close of business on the last day of a period commencing
at least two years after the date of this award and:


 


•                   20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 30%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 40%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 50%.


 





















 


 


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 60%.


•                  20% of the shares — At the close of business on the last day of a period
commencing at least two years after the date of this award and including 60
consecutive trading days such that the average total shareholder return for
such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such
determination and (ii) the price of the Shares on the date of this award) and
the denominator of which shall be the price of the Shares on the date of this
award.


 


(b)                                 Change
of Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)                                  Time
Goal.   Shares not previously vested or
forfeited shall become fully vested at the close of business on the eighth
anniversary of the date of this Agreement.


 


6.              Rights
of the Company.  This Agreement
does not affect the Company’s right to take any corporate action, including its
right to recapitalize, reorganize or consolidate, issue bonds, notes or stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.              Taxes.  The Company may pay or
withhold the amount of any tax attributable to any Shares deliverable under
this Agreement or dividends payable thereon, and the Company may defer making
delivery or payment until it is indemnified to its satisfaction for that tax.


 


8.              Compliance
with Laws.  Shares can be
delivered under this Agreement only in compliance with all applicable federal
and state laws and regulations, including without limitation state and federal
securities laws, and the rules of all stock exchanges on which the common
shares are listed at any time.  Shares
may not be issued under this Agreement until the Company has obtained the
consent or approval of every regulatory body having jurisdiction over such
matters as the Company deems advisable. 
Each person or estate that acquired the right to receive shares by
bequest or inheritance may be required by the Company to furnish reasonable
evidence of ownership of the shares as a condition to their issuance.   In addition, the Company may require such
consents and releases of taxing authorities as the Company deems advisable.


 


9.              Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.       No
Right of Employment.  Nothing in this
Agreement shall confer any right on an employee to continue in the employ of
the Company or shall interfere in any way with the right of the Company to
terminate such employee at any time.


 


11.       Amendment
of Agreement.  The Company may
alter, amend, or terminate this Agreement only with the Grantee’s consent,
except for adjustments expressly provided by this Agreement.


 


 


2





















 


 


12.       Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  This Agreement is the
final, complete, and exclusive expression of the understanding between the
parties and supersedes any prior or
contemporaneous agreement or representation, oral or written, between
them.  Modification of this Agreement or
waiver of a condition herein must be written and signed by the party to be
bound.  In the event that any paragraph
or provision of this Agreement shall be held to be illegal or unenforceable,
such paragraph or provision shall be severed from the Agreement and the entire
Agreement shall not fail on account thereof, but shall otherwise remain in full
force and effect.


 


 


13.       Notices.  All notices and other
communications required or permitted under this Agreement shall be written, and
shall be either delivered personally or sent by registered or certified
first-class mail, postage prepaid and return receipt requested, or by telex or
telecopy, addressed as follows: if to the Company, to the Company’s principal
office, Attention: Mr. Rockford O. Kottka, and if to the Grantee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this Section 13.


 


 


 


IN
WITNESS WHEREOF, the Grantee and the
Company have executed this Agreement as of the date first written above.


 


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   Rockford O. Kottka

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Its:

  	
   Chief Accounting Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/ Robert L. Stovall

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Print Name: Robert L.
  Stovall

  
												



 


 


3