Exhibit 10.1


 


CENTERPOINT PROPERTIES
TRUST


STOCK
OPTION AGREEMENT


 


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


 


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 an option granted in accordance with the terms
of the Plan.  In this Agreement, “shares”
means shares of the Company’s Common Stock or other securities resulting from
an adjustment under Article 8 of the Plan.


 


The
parties agree as follows:


 


1.                                      Grant
of Option.  The Company
hereby grants to the Optionee an option (the “Option”) to purchase 10,000 shares under the terms and conditions
hereof.


 


2.                                      Term.  The Option becomes exercisable and terminates
in accordance with the schedule set forth in Section 5 hereof; provided,
however, that in the event employment of the Optionee with the Company or a
Subsidiary terminates for any reason, the Option shall terminate in accordance
with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.     The price of each share purchased by
exercise of the Option is $42.36


 


4.                                      Partial
Exercise.  The Option, to
the extent exercisable under Section 5 hereof, may be exercised in whole or in
part provided that the Option may not be exercised for less than 100 shares in
any single transaction unless such exercise pertains tot he entire number of
shares then covered by the Option.


 


5.                                      Exercise
Period.


 


(a)                                  Except as
otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 




	
  Time Period

  	
   

  	
  Exercisable

  	
   

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  	
   

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  	
   

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  	
   

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  	
   

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  	
   

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  	
   

  






 


 





















 


 


(b)                                 If it has not
previously terminated pursuant to the terms of the Plan or this Agreement, the
Option shall terminate at the close of business on the day before the tenth
anniversary of the date of this Agreement.


 


6.                                      Method
of Exercise.  The Option
shall be exercised by written notice by Optionee to the Company specifying the
number of shares that such person elects to purchase, accompanied by full
payment, in cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is intended
that the Option shall qualify as an “incentive stock option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person,
estate, or other entity will have the rights of a stockholder with respect to
shares subject to the Options until a certificate or certificates for these
shares have been delivered to the person exercising the option.


 


9.                                      Rights
of the Company.  This
Agreement does not affect the Company’s right to take any corporate action, including
other changes in 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.


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the Committee
shall make the adjustments specified in Section 8.1(b) of the Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


12.                               Compliance
with Laws.  Options are
exercisable, and 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 Stock is listed at any time.  Options may not be exercised and shares may
not be issued under this Agreement until the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction
over such matters as the Committee deems advisable.  Each person or estate that acquired the right
to exercise an Option by bequest or inheritance may be required by the
Committee to furnish reasonable evidence of ownership of the Option as a
condition to the exercise of the Option. 
In addition, the Committee may require such consents and releases of
taxing authorities as the Committee deems advisable.


 


 





















 


 


13.                               Stock
Legends.  Any
certificate issued to evidence shares issued under the Option shall bear such
legends and statements as the committee deems advisable to assure compliance
with all federal and state laws and regulations.


 


 


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the
Optionee’s death, to the Optionee’s estate and shall be exercisable, during the
Optionee’s lifetime, by the Optionee’s guardian or legal representative.


 


15.                               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’s employment at any time.


 


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


 


17.                               Choice
of Law.  The provisions of Section 9.6
of the Plan, concerning choice of law, shall govern this Agreement.


 


18.                               Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  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.


 


19.                               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 telecopier,
addressed as follows:  if to the Company,
to the Company’s principal office, and if to the Optionee 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 telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for 


 


 





















 


 


the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.


 


                                                IN WITNESS
WHEREOF, the Optionee 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

  
	
   

  	
   

  	
  Printed Name: Nicholas
  C. Babson

  
							



 


 





















 


 


CENTERPOINT PROPERTIES
TRUST


STOCK
OPTION AGREEMENT


 


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


 


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 an option granted in accordance with the terms
of the Plan.  In this Agreement, “shares”
means shares of the Company’s Common Stock or other securities resulting from
an adjustment under Article 8 of the Plan.


 


The
parties agree as follows:


 


1.                                      Grant
of Option.  The Company
hereby grants to the Optionee an option (the “Option”) to purchase 13,000 shares under the terms and conditions
hereof.


 


2.                                      Term.  The Option becomes exercisable and terminates
in accordance with the schedule set forth in Section 5 hereof; provided,
however, that in the event employment of the Optionee with the Company or a
Subsidiary terminates for any reason, the Option shall terminate in accordance
with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.     The price of each share purchased by
exercise of the Option is $42.36


 


4.                                      Partial
Exercise.  The Option, to
the extent exercisable under Section 5 hereof, may be exercised in whole or in
part provided that the Option may not be exercised for less than 100 shares in
any single transaction unless such exercise pertains tot he entire number of
shares then covered by the Option.


 


5.                                      Exercise
Period.


 


(a)                                  Except as
otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 




	
  Time Period

  	
   

  	
  Exercisable

  	
   

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  	
   

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  	
   

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  	
   

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  	
   

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  	
   

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  	
   

  






 





















 


 


(b)                                 If it has not
previously terminated pursuant to the terms of the Plan or this Agreement, the
Option shall terminate at the close of business on the day before the tenth
anniversary of the date of this Agreement.


 


6.                                      Method
of Exercise.  The Option
shall be exercised by written notice by Optionee to the Company specifying the
number of shares that such person elects to purchase, accompanied by full
payment, in cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is
intended that the Option shall qualify as an “incentive stock option” as
described in Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person,
estate, or other entity will have the rights of a stockholder with respect to
shares subject to the Options until a certificate or certificates for these
shares have been delivered to the person exercising the option.


 


9.                                      Rights
of the Company.  This
Agreement does not affect the Company’s right to take any corporate action,
including other changes in 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.


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the Committee
shall make the adjustments specified in Section 8.1(b) of the Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


12.                               Compliance
with Laws.  Options are
exercisable, and 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 Stock is listed at any time.  Options may not be exercised and shares may
not be issued under this Agreement until the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction
over such matters as the Committee deems advisable.  Each person or estate that acquired the right
to exercise an Option by bequest or inheritance may be required by the
Committee to furnish reasonable evidence of ownership of the Option as a
condition to the exercise of the Option. 
In addition, the Committee may require such consents and releases of
taxing authorities as the Committee deems advisable.


 


13.                               Stock
Legends.  Any
certificate issued to evidence shares issued under the Option shall bear such
legends and statements as the committee deems advisable to assure compliance
with all federal and state laws and regulations.


 





















 


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the
Optionee’s death, to the Optionee’s estate and shall be exercisable, during the
Optionee’s lifetime, by the Optionee’s guardian or legal representative.


 


15.                               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’s employment at any time.


 


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


 


17.                               Choice
of Law.  The provisions of Section 9.6
of the Plan, concerning choice of law, shall govern this Agreement.


 


18.                               Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  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.


 


19.                               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 telecopier,
addressed as follows:  if to the Company,
to the Company’s principal office, and if to the Optionee 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 telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.





















 


                                                IN WITNESS
WHEREOF, the Optionee 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

  
	
   

  	
   

  	
   

  	
   

  	
  Printed Name: Martin
  Barber

  



 


 





















 


CENTERPOINT PROPERTIES TRUST


STOCK
OPTION AGREEMENT


 


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


 


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 an option granted in accordance with the terms
of the Plan.  In this Agreement, “shares”
means shares of the Company’s Common Stock or other securities resulting from
an adjustment under Article 8 of the Plan.


 


The
parties agree as follows:


 


1.                                      Grant
of Option.  The Company
hereby grants to the Optionee an option (the “Option”) to purchase 10,000 shares under the terms and conditions
hereof.


 


2.                                      Term.  The Option becomes exercisable and terminates
in accordance with the schedule set forth in Section 5 hereof; provided,
however, that in the event employment of the Optionee with the Company or a
Subsidiary terminates for any reason, the Option shall terminate in accordance
with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.     The price of each share purchased by
exercise of the Option is $42.36


 


4.                                      Partial
Exercise.  The Option, to
the extent exercisable under Section 5 hereof, may be exercised in whole or in
part provided that the Option may not be exercised for less than 100 shares in
any single transaction unless such exercise pertains tot he entire number of
shares then covered by the Option.


 


5.                                      Exercise
Period.


 


(a)                                  Except as
otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 




	
  Time Period

  	
   

  	
  Exercisable

  	
   

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  	
   

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  	
   

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  	
   

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  	
   

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  	
   

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  	
   

  






 





















 


 


(b)                                 If it has not
previously terminated pursuant to the terms of the Plan or this Agreement, the
Option shall terminate at the close of business on the day before the tenth
anniversary of the date of this Agreement.


 


6.                                      Method
of Exercise.  The Option
shall be exercised by written notice by Optionee to the Company specifying the
number of shares that such person elects to purchase, accompanied by full
payment, in cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is
intended that the Option shall qualify as an “incentive stock option” as
described in Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person,
estate, or other entity will have the rights of a stockholder with respect to
shares subject to the Options until a certificate or certificates for these
shares have been delivered to the person exercising the option.


 


9.                                      Rights
of the Company.  This
Agreement does not affect the Company’s right to take any corporate action,
including other changes in 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.


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the Committee
shall make the adjustments specified in Section 8.1(b) of the Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


12.                               Compliance
with Laws.  Options are
exercisable, and 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 Stock is listed at any time.  Options may not be exercised and shares may
not be issued under this Agreement until the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction
over such matters as the Committee deems advisable.  Each person or estate that acquired the right
to exercise an Option by bequest or inheritance may be required by the
Committee to furnish reasonable evidence of ownership of the Option as a
condition to the exercise of the Option. 
In addition, the Committee may require such consents and releases of
taxing authorities as the Committee deems advisable.


 


13.                               Stock
Legends.  Any
certificate issued to evidence shares issued under the Option shall bear such
legends and statements as the committee deems advisable to assure compliance
with all federal and state laws and regulations.


 





















 


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the
Optionee’s death, to the Optionee’s estate and shall be exercisable, during the
Optionee’s lifetime, by the Optionee’s guardian or legal representative.


 


15.                               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’s employment at any time.


 


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


 


17.                               Choice
of Law.  The provisions of Section 9.6
of the Plan, concerning choice of law, shall govern this Agreement.


 


18.                               Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  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.


 


19.                               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 telecopier,
addressed as follows:  if to the Company,
to the Company’s principal office, and if to the Optionee 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 telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.


 





















 


                                                IN WITNESS
WHEREOF, the Optionee 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Printed Name: Norman
  R. Bobins

  



 


 





















 


CENTERPOINT PROPERTIES
TRUST


STOCK
OPTION AGREEMENT


 


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


 


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 an option granted in accordance with the terms
of the Plan.  In this Agreement, “shares”
means shares of the Company’s Common Stock or other securities resulting from
an adjustment under Article 8 of the Plan.


 


The
parties agree as follows:


 


1.                                      Grant
of Option.  The Company
hereby grants to the Optionee an option (the “Option”) to purchase 10,000 shares under the terms and conditions
hereof.


 


2.                                      Term.  The Option becomes exercisable and terminates
in accordance with the schedule set forth in Section 5 hereof; provided,
however, that in the event employment of the Optionee with the Company or a
Subsidiary terminates for any reason, the Option shall terminate in accordance
with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.     The price of each share purchased by
exercise of the Option is $42.36


 


4.                                      Partial
Exercise.  The Option, to
the extent exercisable under Section 5 hereof, may be exercised in whole or in
part provided that the Option may not be exercised for less than 100 shares in
any single transaction unless such exercise pertains tot he entire number of
shares then covered by the Option.


 


5.                                      Exercise
Period.


 


(a)                                  Except as
otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 




	
  Time Period

  	
   

  	
  Exercisable

  	
   

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  	
   

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  	
   

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  	
   

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  	
   

  
	
  After the fourth anniversary
  of the date of this Agreement

  	
   

  	
  Four-fifths

  	
   

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  	
   

  






 





















 


 


(b)                                 If it has not
previously terminated pursuant to the terms of the Plan or this Agreement, the
Option shall terminate at the close of business on the day before the tenth
anniversary of the date of this Agreement.


 


6.                                      Method
of Exercise.  The Option
shall be exercised by written notice by Optionee to the Company specifying the
number of shares that such person elects to purchase, accompanied by full
payment, in cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is
intended that the Option shall qualify as an “incentive stock option” as
described in Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person,
estate, or other entity will have the rights of a stockholder with respect to
shares subject to the Options until a certificate or certificates for these
shares have been delivered to the person exercising the option.


 


9.                                      Rights
of the Company.  This
Agreement does not affect the Company’s right to take any corporate action,
including other changes in 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.


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the Committee
shall make the adjustments specified in Section 8.1(b) of the Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


12.                               Compliance
with Laws.  Options are
exercisable, and 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 Stock is listed at any time.  Options may not be exercised and shares may
not be issued under this Agreement until the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction
over such matters as the Committee deems advisable.  Each person or estate that acquired the right
to exercise an Option by bequest or inheritance may be required by the Committee
to furnish reasonable evidence of ownership of the Option as a condition to the
exercise of the Option.  In addition, the
Committee may require such consents and releases of taxing authorities as the
Committee deems advisable.


 


13.                               Stock
Legends.  Any
certificate issued to evidence shares issued under the Option shall bear such
legends and statements as the committee deems advisable to assure compliance
with all federal and state laws and regulations.


 





















 


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the
Optionee’s death, to the Optionee’s estate and shall be exercisable, during the
Optionee’s lifetime, by the Optionee’s guardian or legal representative.


 


15.                               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’s employment at any time.


 


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


 


17.                               Choice
of Law.  The provisions of Section 9.6
of the Plan, concerning choice of law, shall govern this Agreement.


 


18.                               Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  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.


 


19.                               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 telecopier,
addressed as follows:  if to the Company,
to the Company’s principal office, and if to the Optionee 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 telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.





















 


                                                IN WITNESS
WHEREOF, the Optionee 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Printed Name: Alan D.
  Feld

  



 





















 


CENTERPOINT PROPERTIES
TRUST


STOCK
OPTION AGREEMENT


 


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


 


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 an option granted in accordance with the terms
of the Plan.  In this Agreement, “shares”
means shares of the Company’s Common Stock or other securities resulting from
an adjustment under Article 8 of the Plan.


 


The
parties agree as follows:


 


1.                                      Grant
of Option.  The Company
hereby grants to the Optionee an option (the “Option”) to purchase 13,000 shares under the terms and conditions
hereof.


 


2.                                      Term.  The Option becomes exercisable and terminates
in accordance with the schedule set forth in Section 5 hereof; provided,
however, that in the event employment of the Optionee with the Company or a
Subsidiary terminates for any reason, the Option shall terminate in accordance
with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.     The price of each share purchased by
exercise of the Option is $42.36


 


4.                                      Partial
Exercise.  The Option, to
the extent exercisable under Section 5 hereof, may be exercised in whole or in
part provided that the Option may not be exercised for less than 100 shares in
any single transaction unless such exercise pertains tot he entire number of
shares then covered by the Option.


 


5.                                      Exercise
Period.


 


(a)                                  Except as
otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 




	
  Time Period

  	
   

  	
  Exercisable

  	
   

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  	
   

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  	
   

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  	
   

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  	
   

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  	
   

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  	
   

  






 


 





















 


 


(b)                                 If it has not
previously terminated pursuant to the terms of the Plan or this Agreement, the
Option shall terminate at the close of business on the day before the tenth
anniversary of the date of this Agreement.


 


6.                                      Method
of Exercise.  The Option
shall be exercised by written notice by Optionee to the Company specifying the
number of shares that such person elects to purchase, accompanied by full
payment, in cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is
intended that the Option shall qualify as an “incentive stock option” as
described in Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person,
estate, or other entity will have the rights of a stockholder with respect to
shares subject to the Options until a certificate or certificates for these
shares have been delivered to the person exercising the option.


 


9.                                      Rights
of the Company.  This
Agreement does not affect the Company’s right to take any corporate action,
including other changes in 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.


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the Committee
shall make the adjustments specified in Section 8.1(b) of the Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


12.                               Compliance
with Laws.  Options are
exercisable, and 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 Stock is listed at any time.  Options may not be exercised and shares may
not be issued under this Agreement until the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction
over such matters as the Committee deems advisable.  Each person or estate that acquired the right
to exercise an Option by bequest or inheritance may be required by the
Committee to furnish reasonable evidence of ownership of the Option as a
condition to the exercise of the Option. 
In addition, the Committee may require such consents and releases of
taxing authorities as the Committee deems advisable.


 


13.                               Stock
Legends.  Any
certificate issued to evidence shares issued under the Option shall bear such
legends and statements as the committee deems advisable to assure compliance with
all federal and state laws and regulations.


 





















 


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the
Optionee’s death, to the Optionee’s estate and shall be exercisable, during the
Optionee’s lifetime, by the Optionee’s guardian or legal representative.


 


15.                               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’s employment at any time.


 


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


 


17.                               Choice
of Law.  The provisions of Section 9.6
of the Plan, concerning choice of law, shall govern this Agreement.


 


18.                               Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  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.


 


19.                               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 telecopier,
addressed as follows:  if to the Company,
to the Company’s principal office, and if to the Optionee 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 telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.





















 


 


                                                IN WITNESS
WHEREOF, the Optionee 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.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Printed Name: John S.
  Gates, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 





















 


CENTERPOINT PROPERTIES
TRUST


STOCK
OPTION AGREEMENT


 


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


 


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 an option granted in accordance with the terms
of the Plan.  In this Agreement, “shares”
means shares of the Company’s Common Stock or other securities resulting from
an adjustment under Article 8 of the Plan.


 


The
parties agree as follows:


 


1.                                      Grant
of Option.  The Company
hereby grants to the Optionee an option (the “Option”) to purchase 10,000 shares under the terms and conditions
hereof.


 


2.                                      Term.  The Option becomes exercisable and terminates
in accordance with the schedule set forth in Section 5 hereof; provided,
however, that in the event employment of the Optionee with the Company or a
Subsidiary terminates for any reason, the Option shall terminate in accordance
with the provisions of Section 7.2 of the Plan.


3.                                      Price.     The price of each share purchased by exercise
of the Option is $42.36


 


4.                                      Partial
Exercise.  The Option, to
the extent exercisable under Section 5 hereof, may be exercised in whole or in
part provided that the Option may not be exercised for less than 100 shares in
any single transaction unless such exercise pertains tot he entire number of
shares then covered by the Option.


 


5.                                      Exercise
Period.


 


(a)                                  Except as
otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 




	
  Time Period

  	
   

  	
  Exercisable

  	
   

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  	
   

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  	
   

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  	
   

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  	
   

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  	
   

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  	
   

  






 


(b)                                 If it has not
previously terminated pursuant to the terms of the Plan or this Agreement, the
Option shall terminate at the close of business on the day before the tenth
anniversary of the date of this Agreement.


 





















 


6.                                      Method
of Exercise.  The Option
shall be exercised by written notice by Optionee to the Company specifying the
number of shares that such person elects to purchase, accompanied by full
payment, in cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is
intended that the Option shall qualify as an “incentive stock option” as
described in Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person,
estate, or other entity will have the rights of a stockholder with respect to
shares subject to the Options until a certificate or certificates for these
shares have been delivered to the person exercising the option.


 


9.                                      Rights
of the Company.  This
Agreement does not affect the Company’s right to take any corporate action,
including other changes in 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.


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the Committee
shall make the adjustments specified in Section 8.1(b) of the Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


12.                               Compliance
with Laws.  Options are
exercisable, and 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 Stock is listed at any time.  Options may not be exercised and shares may
not be issued under this Agreement until the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction
over such matters as the Committee deems advisable.  Each person or estate that acquired the right
to exercise an Option by bequest or inheritance may be required by the Committee
to furnish reasonable evidence of ownership of the Option as a condition to the
exercise of the Option.  In addition, the
Committee may require such consents and releases of taxing authorities as the
Committee deems advisable.


 


13.                               Stock
Legends.  Any
certificate issued to evidence shares issued under the Option shall bear such
legends and statements as the committee deems advisable to assure compliance
with all federal and state laws and regulations.


 





















 


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the
Optionee’s death, to the Optionee’s estate and shall be exercisable, during the
Optionee’s lifetime, by the Optionee’s guardian or legal representative.


 


15.                               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’s employment at any time.


 


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


 


17.                               Choice
of Law.  The provisions of Section 9.6
of the Plan, concerning choice of law, shall govern this Agreement.


 


18.                               Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  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.


 


19.                               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 telecopier,
addressed as follows:  if to the Company,
to the Company’s principal office, and if to the Optionee 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 telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.


 


                                                IN WITNESS
WHEREOF, the Optionee 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, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Printed Name: Donald
  A. King, Jr.

  



 





















 


CENTERPOINT PROPERTIES
TRUST


STOCK
OPTION AGREEMENT


 


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


 


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 an option granted in accordance with the terms
of the Plan.  In this Agreement, “shares”
means shares of the Company’s Common Stock or other securities resulting from
an adjustment under Article 8 of the Plan.


 


The
parties agree as follows:


 


1.                                      Grant
of Option.  The Company
hereby grants to the Optionee an option (the “Option”) to purchase 10,000 shares under the terms and conditions
hereof.


 


2.                                      Term.  The Option becomes exercisable and terminates
in accordance with the schedule set forth in Section 5 hereof; provided,
however, that in the event employment of the Optionee with the Company or a
Subsidiary terminates for any reason, the Option shall terminate in accordance
with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.     The price of each share purchased by
exercise of the Option is $42.36


 


4.                                      Partial
Exercise.  The Option, to
the extent exercisable under Section 5 hereof, may be exercised in whole or in
part provided that the Option may not be exercised for less than 100 shares in
any single transaction unless such exercise pertains tot he entire number of
shares then covered by the Option.


 


5.                                      Exercise
Period.


 


(a)                                  Except as
otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 




	
  Time Period

  	
   

  	
  Exercisable

  	
   

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  	
   

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  	
   

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  	
   

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  	
   

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  	
   

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  	
   

  






 





















 


 


(b)                                 If it has not
previously terminated pursuant to the terms of the Plan or this Agreement, the
Option shall terminate at the close of business on the day before the tenth
anniversary of the date of this Agreement.


 


6.                                      Method
of Exercise.  The Option
shall be exercised by written notice by Optionee to the Company specifying the
number of shares that such person elects to purchase, accompanied by full
payment, in cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is
intended that the Option shall qualify as an “incentive stock option” as
described in Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person,
estate, or other entity will have the rights of a stockholder with respect to
shares subject to the Options until a certificate or certificates for these
shares have been delivered to the person exercising the option.


 


9.                                      Rights
of the Company.  This
Agreement does not affect the Company’s right to take any corporate action,
including other changes in 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.


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the Committee
shall make the adjustments specified in Section 8.1(b) of the Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


12.                               Compliance
with Laws.  Options are
exercisable, and 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 Stock is listed at any time.  Options may not be exercised and shares may
not be issued under this Agreement until the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction
over such matters as the Committee deems advisable.  Each person or estate that acquired the right
to exercise an Option by bequest or inheritance may be required by the
Committee to furnish reasonable evidence of ownership of the Option as a
condition to the exercise of the Option. 
In addition, the Committee may require such consents and releases of
taxing authorities as the Committee deems advisable.


 


13.                               Stock
Legends.  Any
certificate issued to evidence shares issued under the Option shall bear such
legends and statements as the committee deems advisable to assure compliance
with all federal and state laws and regulations.


 





















 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the
Optionee’s death, to the Optionee’s estate and shall be exercisable, during the
Optionee’s lifetime, by the Optionee’s guardian or legal representative.


 


15.                               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’s employment at any time.


 


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


 


17.                               Choice
of Law.  The provisions of Section 9.6
of the Plan, concerning choice of law, shall govern this Agreement.


 


18.                               Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  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.


 


19.                               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 telecopier,
addressed as follows:  if to the Company,
to the Company’s principal office, and if to the Optionee 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 telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.


 





















 


                                                IN WITNESS
WHEREOF, the Optionee 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Printed Name: Thomas
  E. Robinson

  



 





















 


CENTERPOINT PROPERTIES
TRUST


STOCK
OPTION AGREEMENT


 


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


 


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 an option granted in accordance with the terms
of the Plan.  In this Agreement, “shares”
means shares of the Company’s Common Stock or other securities resulting from
an adjustment under Article 8 of the Plan.


 


The
parties agree as follows:


 


1.                                      Grant
of Option.  The Company
hereby grants to the Optionee an option (the “Option”) to purchase 10,000 shares under the terms and conditions
hereof.


 


2.                                      Term.  The Option becomes exercisable and terminates
in accordance with the schedule set forth in Section 5 hereof; provided,
however, that in the event employment of the Optionee with the Company or a
Subsidiary terminates for any reason, the Option shall terminate in accordance
with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.     The price of each share purchased by
exercise of the Option is $42.36


 


4.                                      Partial
Exercise.  The Option, to
the extent exercisable under Section 5 hereof, may be exercised in whole or in
part provided that the Option may not be exercised for less than 100 shares in
any single transaction unless such exercise pertains tot he entire number of
shares then covered by the Option.


 


5.                                      Exercise
Period.


 


(a)                                  Except as
otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 




	
  Time Period

  	
   

  	
  Exercisable

  	
   

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  	
   

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  	
   

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  	
   

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  	
   

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  	
   

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  	
   

  






 





















 


 


(b)                                 If it has not
previously terminated pursuant to the terms of the Plan or this Agreement, the
Option shall terminate at the close of business on the day before the tenth
anniversary of the date of this Agreement.


 


6.                                      Method
of Exercise.  The Option
shall be exercised by written notice by Optionee to the Company specifying the
number of shares that such person elects to purchase, accompanied by full
payment, in cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is
intended that the Option shall qualify as an “incentive stock option” as
described in Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person,
estate, or other entity will have the rights of a stockholder with respect to
shares subject to the Options until a certificate or certificates for these
shares have been delivered to the person exercising the option.


 


9.                                      Rights
of the Company.  This
Agreement does not affect the Company’s right to take any corporate action,
including other changes in 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.


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the Committee
shall make the adjustments specified in Section 8.1(b) of the Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


12.                               Compliance
with Laws.  Options are
exercisable, and 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 Stock is listed at any time.  Options may not be exercised and shares may
not be issued under this Agreement until the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction
over such matters as the Committee deems advisable.  Each person or estate that acquired the right
to exercise an Option by bequest or inheritance may be required by the
Committee to furnish reasonable evidence of ownership of the Option as a
condition to the exercise of the Option. 
In addition, the Committee may require such consents and releases of
taxing authorities as the Committee deems advisable.


 


13.                               Stock
Legends.  Any
certificate issued to evidence shares issued under the Option shall bear such
legends and statements as the committee deems advisable to assure compliance
with all federal and state laws and regulations.


 





















 


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the
Optionee’s death, to the Optionee’s estate and shall be exercisable, during the
Optionee’s lifetime, by the Optionee’s guardian or legal representative.


 


15.                               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’s employment at any time.


 


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


 


17.                               Choice
of Law.  The provisions of Section 9.6
of the Plan, concerning choice of law, shall govern this Agreement.


 


18.                               Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  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.


 


19.                               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 telecopier, addressed
as follows:  if to the Company, to the
Company’s principal office, and if to the Optionee 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 telecopier shall be deemed to have been given when it is so
transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.


 





















 


 


                                                IN WITNESS WHEREOF,
the Optionee 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Printed Name: John
  (Jack) C. Staley

  



 





















 


CENTERPOINT PROPERTIES
TRUST


STOCK
OPTION AGREEMENT


 


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


 


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 an option granted in accordance with the terms
of the Plan.  In this Agreement, “shares”
means shares of the Company’s Common Stock or other securities resulting from
an adjustment under Article 8 of the Plan.


 


The
parties agree as follows:


 


1.                                      Grant
of Option.  The Company
hereby grants to the Optionee an option (the “Option”) to purchase 13,000 shares under the terms and conditions
hereof.


 


2.                                      Term.  The Option becomes exercisable and terminates
in accordance with the schedule set forth in Section 5 hereof; provided,
however, that in the event employment of the Optionee with the Company or a
Subsidiary terminates for any reason, the Option shall terminate in accordance
with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.     The price of each share purchased by
exercise of the Option is $42.36


 


4.                                      Partial
Exercise.  The Option, to
the extent exercisable under Section 5 hereof, may be exercised in whole or in
part provided that the Option may not be exercised for less than 100 shares in
any single transaction unless such exercise pertains tot he entire number of
shares then covered by the Option.


 


5.                                      Exercise
Period.


 


(a)                                  Except as
otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 




	
  Time Period

  	
   

  	
  Exercisable

  	
   

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  	
   

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  	
   

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  	
   

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  	
   

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  	
   

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  	
   

  






 





















 


 


(b)                                 If it has not
previously terminated pursuant to the terms of the Plan or this Agreement, the
Option shall terminate at the close of business on the day before the tenth
anniversary of the date of this Agreement.


 


6.                                      Method
of Exercise.  The Option
shall be exercised by written notice by Optionee to the Company specifying the
number of shares that such person elects to purchase, accompanied by full
payment, in cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is
intended that the Option shall qualify as an “incentive stock option” as
described in Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person,
estate, or other entity will have the rights of a stockholder with respect to
shares subject to the Options until a certificate or certificates for these
shares have been delivered to the person exercising the option.


 


9.                                      Rights
of the Company.  This
Agreement does not affect the Company’s right to take any corporate action,
including other changes in 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.


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the Committee
shall make the adjustments specified in Section 8.1(b) of the Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


12.                               Compliance
with Laws.  Options are
exercisable, and 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 Stock is listed at any time.  Options may not be exercised and shares may
not be issued under this Agreement until the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction
over such matters as the Committee deems advisable.  Each person or estate that acquired the right
to exercise an Option by bequest or inheritance may be required by the
Committee to furnish reasonable evidence of ownership of the Option as a
condition to the exercise of the Option. 
In addition, the Committee may require such consents and releases of
taxing authorities as the Committee deems advisable.


 


13.                               Stock
Legends.  Any
certificate issued to evidence shares issued under the Option shall bear such
legends and statements as the committee deems advisable to assure compliance
with all federal and state laws and regulations.


 





















 


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the
Optionee’s death, to the Optionee’s estate and shall be exercisable, during the
Optionee’s lifetime, by the Optionee’s guardian or legal representative.


 


15.                               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’s employment at any time.


 


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


 


17.                               Choice
of Law.  The provisions of Section 9.6
of the Plan, concerning choice of law, shall govern this Agreement.


 


18.                               Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  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.


 


19.                               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 telecopier, addressed as
follows:  if to the Company, to the
Company’s principal office, and if to the Optionee 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 telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.





















 


                                                IN WITNESS
WHEREOF, the Optionee 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

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Printed Name: Robert
  L. Stovall

  



 





















 


CENTERPOINT PROPERTIES
TRUST


STOCK
OPTION AGREEMENT


 


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


 


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 an option granted in accordance with the terms
of the Plan.  In this Agreement, “shares”
means shares of the Company’s Common Stock or other securities resulting from
an adjustment under Article 8 of the Plan.


 


The
parties agree as follows:


 


1.                                      Grant
of Option.  The Company
hereby grants to the Optionee an option (the “Option”) to purchase 10,000 shares under the terms and conditions
hereof.


 


2.                                      Term.  The Option becomes exercisable and terminates
in accordance with the schedule set forth in Section 5 hereof; provided,
however, that in the event employment of the Optionee with the Company or a
Subsidiary terminates for any reason, the Option shall terminate in accordance with
the provisions of Section 7.2 of the Plan.


3.                                      Price.     The price of each share purchased by
exercise of the Option is $42.36


 


4.                                      Partial
Exercise.  The Option, to
the extent exercisable under Section 5 hereof, may be exercised in whole or in
part provided that the Option may not be exercised for less than 100 shares in
any single transaction unless such exercise pertains tot he entire number of
shares then covered by the Option.


 


5.                                      Exercise
Period.


 


(a)                                  Except as
otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 




	
  Time Period

  	
   

  	
  Exercisable

  	
   

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  	
   

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  	
   

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  	
   

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  	
   

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  	
   

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  	
   

  






 


(b)                                 If it has not
previously terminated pursuant to the terms of the Plan or this Agreement, the
Option shall terminate at the close of business on the day before the tenth
anniversary of the date of this Agreement.


 





















 


 


6.                                      Method
of Exercise.  The Option
shall be exercised by written notice by Optionee to the Company specifying the
number of shares that such person elects to purchase, accompanied by full
payment, in cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is
intended that the Option shall qualify as an “incentive stock option” as
described in Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person,
estate, or other entity will have the rights of a stockholder with respect to
shares subject to the Options until a certificate or certificates for these
shares have been delivered to the person exercising the option.


 


9.                                      Rights
of the Company.  This
Agreement does not affect the Company’s right to take any corporate action,
including other changes in 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.


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the Committee
shall make the adjustments specified in Section 8.1(b) of the Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


12.                               Compliance
with Laws.  Options are
exercisable, and 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 Stock is listed at any time.  Options may not be exercised and shares may
not be issued under this Agreement until the Company has obtained the consent
or approval of every regulatory body, federal or state, having jurisdiction
over such matters as the Committee deems advisable.  Each person or estate that acquired the right
to exercise an Option by bequest or inheritance may be required by the
Committee to furnish reasonable evidence of ownership of the Option as a
condition to the exercise of the Option. 
In addition, the Committee may require such consents and releases of
taxing authorities as the Committee deems advisable.


 


13.                               Stock
Legends.  Any
certificate issued to evidence shares issued under the Option shall bear such
legends and statements as the committee deems advisable to assure compliance with
all federal and state laws and regulations.


 





















 


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall
be exercisable only by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the
Optionee’s death, to the Optionee’s estate and shall be exercisable, during the
Optionee’s lifetime, by the Optionee’s guardian or legal representative.


 


15.                               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’s employment at any time.


 


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


 


17.                               Choice
of Law.  The provisions of Section 9.6
of the Plan, concerning choice of law, shall govern this Agreement.


 


18.                               Miscellaneous.  This Agreement is subject to and controlled
by the Plan.  Any inconsistency between
this Agreement and said Plan shall be controlled by the Plan.  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.


 


19.                               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 telecopier,
addressed as follows:  if to the Company,
to the Company’s principal office, and if to the Optionee 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 telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.


 


                                                IN WITNESS
WHEREOF, the Optionee 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, Jr.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Printed Name: Donald
  A. King, Jr.