Exhibit 10.4


 


CENTERPOINT PROPERTIES TRUST 2003 OMNIBUS

EMPLOYEE RETENTION AND INCENTIVE PLAN


 


SHARE
OPTION AGREEMENT


 


THIS SHARE OPTION
AGREEMENT (the “Agreement”) is dated as of March
08, 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 2003 Plan or
in the Optionee’s Employment Agreement, where indicated.  The purpose of this Agreement is to establish
a written agreement evidencing an option granted in accordance with the terms
of the 2003 Plan.  In this Agreement, “shares”
means the Company’s Common Shares or other securities resulting from an
adjustment under Sections 1.5 and 6.2 of the 2003 Plan.


 


The parties agree
as follows:


 


1.                                      Grant
of Option.  The Company hereby grants
to the Optionee an option (the “Option”) to purchase 302,680 shares under the terms and conditions hereof.


 


2.                                      Term.  This Option shall terminate at the close of
business on the day before the tenth anniversary of the date of this Agreement.


 


3.                                      Price.   The
price of each share purchased by exercise of the Option is $$44.99.


 


4.                                      Partial
Exercise.  The Option, to the extent
exercisable under this agreement and the 2003 Plan, 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 to the entire
number of shares then covered by the Option.


 


5.                                      Exercise
Period.


 


(a)                                  Except
as otherwise provided in the 2003 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)                                 Notwithstanding
any provision in the Agreement or the 2003 Plan to the contrary and in
accordance with Section 7(d) of the Optionee’s Employment Agreement, this
Option shall fully vest on the Optionee’s Termination Date, as defined in
Section 2 of the Optionee’s Employment 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 share option” as described in Section 422
of the Internal Revenue Code of 1986, as amended within the limitations
outlined in Section 2.5 of the 2003 Plan.


 


8.                                      Rights
of the Shareholder.  No person,
estate, or other entity will have the rights of a shareholder with respect to
shares subject to the Option 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 its
right to recapitalize, reorganize or consolidate, issue bonds, notes or shares,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


10.                               Taxes.  The Company 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.


 


11.                               Compliance
with Laws.  The option is
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 shares are listed at any time.  The option 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.


 


12.                               Share
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.


 


2





















 


13.                               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.


 


14.                               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 or the 2003 Plan.


 


15.                               Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  Any inconsistency between
this Agreement and said 2003 Plan shall be controlled by the 2003 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.


 


16.                               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 16.


 


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


 


3





















 


	
   

  	
  CENTERPOINT
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
   Rockford O. Kottka

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief
  Accounting Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE

  
	
   

  	
   

  
	
   

  	
   

  	
    /s/  John S. Gates

  	
   

  
	
   

  	
   

  	
  John S. Gates, Jr.

  	
   

  
							



 


4





















 


CENTERPOINT PROPERTIES TRUST

2003 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE

PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED
SHARE AGREEMENT (the “Agreement”) is dated as March
08, 2005 between CenterPoint Properties Trust, a Maryland real estate
investment trust (the “Company”), and John S. Gates, Jr. (the “Grantee”).


 


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


 


The parties agree
as follows:


 


17.                               Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 19,683
common shares (the “Shares”) under
the terms and conditions hereof.


 


18.                               Share
Price.  The share price of the Shares
is $44.99.


 


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


 


20.                               Time
Goal.  Eight (8) years.


 


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


 


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


 


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


 





















 


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


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


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


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


 


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


 


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


 


(c)                                  Optionee’s Termination Date.  Notwithstanding any provision in
the Agreement or the 2003 Plan to the contrary and in accordance with Section
7(d) of the Grantee’s Employment Agreement, the Shares granted pursuant to this
Agreement shall fully vest on the Grantee’s Termination Date, as defined in
Section 2 of the Grantee’s Employment Agreement..


 


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


 





















 


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


 


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


 


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


 


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


 


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


 


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


 


29.                               Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopy,
addressed as follows: if to the Company, to the Company’s principal office,
Attention: Mr. Rockford O. Kottka, and if to the Grantee or his successor, to
the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such


 





















 


notice and
communication given by mail shall be deemed to have been given when it is
deposited in the United States mail in the manner specified herein, and each
such notice and communication given by telex or telecopy shall be deemed to
have been given when it is so transmitted and the appropriate confirmation is
received.  A party may change its address
for record purposes by giving notice in accordance with the provisions of this
Section 13.


 


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


 


	
   

  	
  CENTERPOINT
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
    /s/
   Rockford O. Kottka

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief
  Accounting Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
     /s/  John S. Gates

  	
   

  
	
   

  	
   Print
  name:  John S. Gates, Jr.

  	
   

  
						



 





















 


CENTERPOINT PROPERTIES TRUST


 


STOCK OPTION AGREEMENT


 


THIS STOCK OPTION AGREEMENT (the “Agreement”) is dated as of January 1,
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 4,875 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 $ 44.10.


 


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

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  GRANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ John S. Gates

  	
   

  
	
   

  	
   

  	
  Printed
  Name: John S. Gates, Jr.

  	
   

  
						



 





















 


CENTERPOINT PROPERTIES
TRUST


 


2003 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED
SHARE AGREEMENT


 


THIS RESTRICTED SHARE AGREEMENT (the “Agreement”)
is dated as January 1, 2005 between CenterPoint Properties Trust, a Maryland
real estate investment trust (the “Company”), and John S. Gates, Jr. (the “Grantee”).


 


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


 


The parties agree as follows:


 


1.              Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 487 Common Shares (the “Shares”)
under the terms and conditions hereof.


 


2.              Share
Price.  The share price of the Shares
is $ 44.10.


 


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


 


4.              Time Goal.  Eight (8)
years.


 


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


 


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


 


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


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


•                  20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days


 





















 


such that the average total shareholder return for such trading days
equals or exceeds 50%.


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


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


 


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


	
  (a)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  CENTERPOINT
  PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Rockford O.
  Kottka

  	
   

  
	
   

  	
   

  	
   Rockford
  O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief Accounting Officer

  	
   

  
					



 


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  ()

  	
   

  	
  GRANTEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   /s/
  John S. Gates

  	
   

  
	
   

  	
   

  	
  Print name:
  John S. Gates, Jr.

  



 


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