Exhibit 10.5


 


 


CENTERPOINT PROPERTIES TRUST


STOCK
OPTION AGREEMENT


 


THIS STOCK OPTION AGREEMENT (the “Agreement”) is dated as of April 25,
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 625 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 $ 40.45.


 


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

  	
   

  
	
  fter the
  fourth anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  	
   

  
	
  After the
  fifth anniversary of the date of this Agreement

  	
   

  	
  All

  	
   

  






 


 


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(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.


 


 


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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.


 


 


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                                                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.

  



 


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