Exhibit 10.3


 


CENTERPOINT PROPERTIES
TRUST

2003 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE

PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED SHARE AGREEMENT (the “Agreement”) is dated as March 08, 2005 between CenterPoint Properties
Trust, a Maryland real estate investment trust (the “Company”), and Paul T. Ahern (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 and Severance Agreement (the “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:


 


1.                                      Grant of
Restricted Shares.  The Company
hereby grants to the Grantee 8,947 common
shares (the “Shares”) under the
terms and conditions hereof.


 


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


 


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)                                 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)                                  Certain Terminations of Employment.  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 Grantee’s Employment Agreement, if the Grantee’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 Grantee’s Employment
Agreement pursuant to Section 3 thereof, or if the Grantee experiences a
Qualifying Termination as defined in Section 11 thereof, then the Shares
granted pursuant to this Agreement shall fully vest on the Grantee’s
termination date.


 


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.


 


2





















 


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


 


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


 


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


 


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


 


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


 


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


 


3





















 


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/ Paul T. Ahern

  	
   

  
	
   

  	
  Print name:  Paul T. Ahern

  
						



 


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 James N. Clewlow (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 and Severance Agreement (the “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:


 


1.                                      Grant of
Restricted Shares.  The Company
hereby grants to the Grantee 5,368 common
shares (the “Shares”) under the
terms and conditions hereof.


 


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


 


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)                                 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)                                  Certain Terminations of Employment.  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 Grantee’s Employment Agreement, if the Grantee’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 Grantee’s Employment
Agreement pursuant to Section 3 thereof, or if the Grantee experiences a Qualifying
Termination as defined in Section 11 thereof, then the Shares granted pursuant
to this Agreement shall fully vest on the Grantee’s termination date.


 


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.


 


2





















 


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


 


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


 


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


 


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


 


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


 


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


 


3





















 


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/ James N.
  Clewlow

  	
   

  
	
   

  	
  Print name:
  James N. Clewlow

  
						



 


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 Paul S. Fisher (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 and Severance Agreement (the “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:


 


1.                                      Grant of
Restricted Shares.  The Company
hereby grants to the Grantee 9,484 common
shares (the “Shares”) under the
terms and conditions hereof.


 


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


 


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)                                 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)                                  Certain Terminations of Employment.  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 Grantee’s Employment Agreement, if the Grantee’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 Grantee’s Employment
Agreement pursuant to Section 3 thereof, or if the Grantee experiences a
Qualifying Termination as defined in Section 11 thereof, then the Shares
granted pursuant to this Agreement shall fully vest on the Grantee’s
termination date.


 


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.


 


2





















 


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


 


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


 


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


 


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


 


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


 


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


 


3





















 


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/
  Paul S. Fisher

  	
   

  
	
   

  	
    Print
  name: Paul S. Fisher

  
						



 


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 Rockford O. Kottka (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 and Severance Agreement (the “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:


 


1.                                      Grant of
Restricted Shares.  The Company
hereby grants to the Grantee 5,368 common
shares (the “Shares”) under the
terms and conditions hereof.


 


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


 


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)                                 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)                                  Certain Terminations of Employment.  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 Grantee’s Employment Agreement, if the Grantee’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 Grantee’s Employment
Agreement pursuant to Section 3 thereof, or if the Grantee experiences a
Qualifying Termination as defined in Section 11 thereof, then the Shares
granted pursuant to this Agreement shall fully vest on the Grantee’s
termination date.


 


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.


 


2





















 


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


 


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


 


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


 


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


 


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


 


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


 


3





















 


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/  Paul S. Fisher

  	
   

  
	
   

  	
   

  	
  Paul S. Fisher

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  President
  and Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANTEE

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Rockford
  O. Kottka

  	
   

  
	
   

  	
   

  	
  Print
  name:  Rockford O. Kottka

  	
   

  
	
   

  	
   

  
							



 


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 Michael M. Mullen (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 and Severance Agreement (the “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:


 


1.                                      Grant of
Restricted Shares.  The Company hereby
grants to the Grantee 13,205 common
shares (the “Shares”) under the
terms and conditions hereof.


 


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


 


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)                                 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)                                  Certain Terminations of Employment.  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 Grantee’s Employment Agreement, if the Grantee’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 Grantee’s Employment Agreement
pursuant to Section 3 thereof, or if the Grantee experiences a Qualifying
Termination as defined in Section 11 thereof, then the Shares granted pursuant
to this Agreement shall fully vest on the Grantee’s termination date.


 


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.


 


2





















 


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


 


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


 


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


 


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


 


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


 


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


 


3





















 


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/ Michael
  M. Mullen

  	
   

  
	
   

  	
   

  	
  Print
  name:  Michael M. Mull

  	
   

  
							



 


4