EX-10.1






EXHIBIT 10.1









	 	 	 
	 

	 	FIRST INDUSTRIAL REALTY TRUST, INC.
	 

	 	311 South Wacker Drive, Suite 4000
	 

	 	Chicago, IL 60606
	 

	 	312/344-4300
	 

	 	Fax: 312/922-6320
	 
	 	 
	 

	 	MEMORANDUM
	 
	 	 
	DATE:

	 	October 24, 2008
	 
	 	 
	TO:

	 	Ed Tyler
	 
	 	 
	FROM:

	 	Compensation Committee
	 
	 	 
	RE:

	 	Interim President and Chief Executive Officer Position






     Set forth below are the principal terms and conditions relating to your employment in the
position of interim President and Chief Executive Officer (“CEO”) of First Industrial Realty Trust,
Inc. (“Company”). This position may extend to each of the Company’s related and affiliated
entities as provided by this Committee or by the Board of Directors of the Company (“Board”).



     Effective Date. Your term shall begin as of October 22, 2008 and shall continue until
terminated by you or the Company. Your employment shall be at will and may be terminated by either
you or the Company at any time for any reason.



     Position and Responsibilities. You shall serve in the role of interim President and CEO of
the Company, subject to the direction of the Board. You shall have the responsibilities and
authorities customarily availed to a president and CEO of a entity such as the Company.



     Compensation. During the term of employment you shall be paid and provided the following:



     Salary — In the amount of $250,000 per month, in arrears; provided, however, that for the
first four months of the term, your salary ($1 mil.) shall be paid in advance, with the next normal
payroll cycle. In the event of termination prior to February 22, 2009 you shall not be required to
repay any of the amounts advanced. Upon a termination on or following February 22, 2009, you shall
be entitled to a pro rata payment of your accrued salary calculated on a per diem basis.



     Benefits — You will be eligible to participate in each of the Company’s welfare benefit and
retirement plans offered by the Company, based on the applicable terms of such plans.



     Bonus — You will not participate in the Company bonus plans.



     Stock Appreciation Payment — You will be paid a special cash payment based upon the
appreciation of the value of 75,000 shares of the Company’s common stock during the first twelve
months of your employment. The payment shall be based on the excess of (A) the closing price of
the Company’s common stock on October 22, 2009 over, (B) $7.94 (the closing price on October 23,
2008), with the excess (if any) times (C) 75,000. This payment shall be made in a lump sum within
5 business days of October 22, 2009. You will be fully vested in this award upon your acceptance
of
this position. In the event of a corporate transaction that constitutes a Change in Control (under
the Stock Incentive Plan and Code Section 409A) the settlement will be based upon the change in
control consideration and shall be settled upon the closing of such transaction.



     All benefits hereunder shall be subject to all applicable tax withholdings and may be paid by
the Company or a related or affiliated entity.



     Please execute below acknowledging your agreement and acceptance of the terms contained
herein.



     I hereby acknowledge and agree to the foregoing terms and conditions:



	 	 	 
	/s/ Ed Tyler
 

Ed Tyler

	 	 
	 
	 	 
	10/24/08
 

Date