Exhibit 10.2


 


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 Paul T. Ahern (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 and Severance Agreement (the “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 136,850
shares under the terms and conditions hereof.


 


2.                                      Term.  Except as otherwise provided in this Section
2, the Option becomes exercisable and terminates in accordance with the
schedule and provisions set forth in Section 5 hereof.  If the Option vests pursuant to Section 5(b)
of this Agreement, however, then the Option shall terminate upon the earlier of
90 days after the Optionee’s termination date and the date the Option would
otherwise expire pursuant to Section 5(c) 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 Sections 8(d) and 9(a)(iii) of the Optionee’s Employment
Agreement, if the Optionee’s employment is terminated pursuant to Section 4(a)
or 4(b) thereof, if the Company’s Board of Trustees elects not to renew the
Optionee’s Employment Agreement pursuant to Section 3 thereof, or if the
Optionee experiences a Qualifying Termination as defined in Section 11 thereof,
then the Option granted pursuant to this Agreement shall fully vest on the
Optionee’s termination date.


 


(c)                                  If
it has not previously terminated pursuant to the terms of the 2003 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 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.


 


2





















 


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.


 


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


 


3





















 


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.


 


	
   

  	
  CENTERPOINT
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
   Rockford O. Kottka

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief
  Accounting Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE

  
	
   

  	
   

  
	
   

  	
   

  	
    /s/
  Paul T. Ahern

  	
   

  
	
   

  	
   

  	
  Paul T. Ahern

  
						



 


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 Paul S. Fisher (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 and Severance Agreement (the “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 144,900
shares under the terms and conditions hereof.


 


2.                                      Term.  Except as otherwise provided in this Section
2, the Option becomes exercisable and terminates in accordance with the
schedule and provisions set forth in Section 5 hereof.  If the Option vests pursuant to Section 5(b)
of this Agreement, however, then the Option shall terminate upon the earlier of
90 days after the Optionee’s termination date and the date the Option would
otherwise expire pursuant to Section 5(c) 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 Sections 8(d) and 9(a)(iii) of the Optionee’s Employment
Agreement, if the Optionee’s employment is terminated pursuant to Section 4(a)
or 4(b) thereof, if the Company’s Board of Trustees elects not to renew the
Optionee’s Employment Agreement pursuant to Section 3 thereof, or if the
Optionee experiences a Qualifying Termination as defined in Section 11 thereof,
then the Option granted pursuant to this Agreement shall fully vest on the
Optionee’s termination date.


 


(c)                                  If
it has not previously terminated pursuant to the terms of the 2003 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 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.


 


2





















 


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.


 


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


 


3





















 


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.


 


	
   

  	
  CENTERPOINT
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
   Rockford O. Kottka

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief
  Accounting Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE

  
	
   

  	
   

  
	
   

  	
   

  	
    /s/
  Paul S. Fisher

  	
   

  
	
   

  	
   

  	
  Paul S. Fisher

  
						



 


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 Rockford O. Kottka (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 and Severance Agreement (the “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 80,500
shares under the terms and conditions hereof.


 


2.                                      Term.  Except as otherwise provided in this Section
2, the Option becomes exercisable and terminates in accordance with the
schedule and provisions set forth in Section 5 hereof.  If the Option vests pursuant to Section 5(b)
of this Agreement, however, then the Option shall terminate upon the earlier of
90 days after the Optionee’s termination date and the date the Option would
otherwise expire pursuant to Section 5(c) 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 Sections 8(d) and 9(a)(iii) of the Optionee’s Employment
Agreement, if the Optionee’s employment is terminated pursuant to Section 4(a)
or 4(b) thereof, if the Company’s Board of Trustees elects not to renew the
Optionee’s Employment Agreement pursuant to Section 3 thereof, or if the
Optionee experiences a Qualifying Termination as defined in Section 11 thereof,
then the Option granted pursuant to this Agreement shall fully vest on the
Optionee’s termination date.


 


(c)                                  If
it has not previously terminated pursuant to the terms of the 2003 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 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.


 


2





















 


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.


 


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


 


3





















 


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.


 


	
   

  	
  CENTERPOINT
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
  Paul S. Fisher

  	
   

  
	
   

  	
   

  	
  Paul S. Fisher

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President
  and Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE

  
	
   

  	
   

  
	
   

  	
   

  	
    /s/
  Rockford O. Kottka

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
						



 


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 Michael M. Mullen (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 and Severance Agreement (the “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 161,000
shares under the terms and conditions hereof.


 


2.                                      Term.  Except as otherwise provided in this Section
2, the Option becomes exercisable and terminates in accordance with the
schedule and provisions set forth in Section 5 hereof.  If the Option vests pursuant to Section 5(b)
of this Agreement, however, then the Option shall terminate upon the earlier of
90 days after the Optionee’s termination date and the date the Option would
otherwise expire pursuant to Section 5(c) 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 Sections 8(d) and 9(a)(iii) of the Optionee’s Employment Agreement,
if the Optionee’s employment is terminated pursuant to Section 4(a) or 4(b)
thereof, if the Company’s Board of Trustees elects not to renew the Optionee’s
Employment Agreement pursuant to Section 3 thereof, or if the Optionee
experiences a Qualifying Termination as defined in Section 11 thereof, then the
Option granted pursuant to this Agreement shall fully vest on the Optionee’s
termination date.


 


(c)                                  If
it has not previously terminated pursuant to the terms of the 2003 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 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.


 


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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.


 


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


 


3





















 


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.


 


	
   

  	
  CENTERPOINT
  PROPERTIES TRUST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/
   Rockford O. Kottka

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief
  Accounting Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTIONEE

  
	
   

  	
   

  
	
   

  	
   

  	
    /s/
  Michael M. Mullen

  	
   

  
	
   

  	
   

  	
  Michael M. Mullen

  
						



 


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