exv10w1









Exhibit 10.1




FIRST INDUSTRIAL REALTY TRUST, INC.

2001 STOCK INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT





     AGREEMENT, made and entered into as of                     , 20___by and between
First Industrial Realty Trust, Inc. (the “Company”) and «NAME» (the “Grantee”). Capitalized terms
not otherwise defined herein shall have the meaning ascribed to such terms in the Company’s 2001
Stock Incentive Plan (the “Plan”).



     WHEREAS, the Committee, pursuant to the Plan, desires to make a Restricted Stock Award to
Grantee.



     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and
for other good and valuable consideration, the Company and the Grantee agree as follows:



     (a) Grant. Pursuant to the provisions of the Plan, the terms of which are
incorporated herein by reference, the Company hereby grants to the Grantee an interest (the
“Award”) in «SHARES_» shares of common stock, par value $.01 per share, of the Company (the “Award
Shares”). The Award is granted as of
                    , 20___ (the “Date of Grant”) and such grant is
subject to the terms and conditions contained herein, and the terms and conditions of the Plan.



     (b) Vesting. The Award shall vest, and the Grantee shall be deemed to have acquired
complete ownership and control over the Award Shares, under the following circumstances:




	 	(i)	 	so long as the Grantee is employed with the Company:






	 	(A)	 	one-third of the Award Shares shall
vest on January 1, 20___;
	 
	 	(B)	 	an additional one-third of the
Award Shares shall vest on January 1, 20___;
	 
	 	(C)	 	the remaining one-third of the
Award Shares shall vest on January 1, 20___;






	 	(ii)	 	in the event of a Change in Control of the Company;
	 
	 	(iii)	 	termination by reason of death or Disability; or
	 
	 	(iv)	 	the Committee so directs.





     (c) Share Delivery. Upon vesting, shares shall be issued to the Grantee;
provided, that the Company shall not be obligated to issue Shares in certificated form;
provided, further, that the Company shall not be obligated to issue any Award Shares
hereunder until all applicable securities laws and other legal and stock exchange requirements have
been satisfied. The Grantee shall execute a stock power granting the Company the right to transfer
Award Shares in the event the Grantee does not vest in the Award.



 









 





     (d) Rights of Stockholder. The Grantee shall, by virtue of the Award, be entitled to
receive dividends, to the extent declared, and vote the Award Shares. The grant of the Award shall
not confer on the Grantee any right with respect to continuance of service with the Company nor
shall such grant interfere in any way with the right of the Company to terminate the Grantee’s
service at any time.



     (e) Recapitalizations, Dividends and Adjustments. In the event of any
recapitalization, reclassification, split-up or consolidation of shares of Stock, separation
(including a spin-off), dividend on shares Stock payable in capital stock or other similar change
in capitalization of the Company, merger or consolidation of the Company, sale by the Company of
all or a portion of its assets or other similar event, the Committee shall make such appropriate
adjustments in the number and kind of securities, cash or other property which may be issued
pursuant to the Award as is necessary to maintain the proportionate interest of the Grantee and
preserve the value of the Award.



     (f) Nontransferability. The Award shall not be transferable by the Grantee except by
will or the laws of descent and distribution.



     (g) Withholding. The Grantee agrees to make appropriate arrangements, consistent with
the provisions of Section 11 of the Plan, with the Company for satisfaction of any applicable tax
withholding requirements, or similar requirements, arising out of this Agreement.



     (h) References. References herein to rights and obligations of the Grantee shall
apply, where appropriate, to the Grantee’s legal representative or estate without regard to whether
specific reference to such legal representative or estate is contained in a particular provision of
this Agreement.



     (i) Notice. Any notice required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given when delivered personally or by courier, or
sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to
the party concerned at the address indicated below or to such changed address as such party may
subsequently by similar process give notice of:




			
	If to the Company:	 	First Industrial Realty Trust, Inc.

311 S. Wacker Drive, Suite 3900

Chicago, Illinois 60606

Attn: Chief Financial Officer
	 	 	
	If to the Grantee:	 	«NAME»

«ADDRESS»

«CITY», «STATE» «ZIP»





     (j) Counterparts. This Agreement may be executed in counterparts, each of which shall
constitute one and the same instrument.



 









 





     (k) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without reference to the principles of conflict
of laws, except to the extent such law is preempted by federal law.



     IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
                    , 20___.



	 	 	 	 	 
	 	FIRST INDUSTRIAL REALTY TRUST, INC.

 	 
	 	By:  	
 	 
	 	 	Chief Financial Officer 	 




     I hereby acknowledge that I have received a copy of the Plan and am familiar with the terms
and conditions set forth therein. I agree to accept as binding, conclusive, and final all decisions
and interpretations of the Committee. As a condition to the receipt of the Award,
I hereby authorize the Company to withhold from any regular cash compensation payable to me by the
Company any taxes required to be withheld under any federal, state or local law as a result of this
Award.



	 	 	 	 	 
	 	GRANTEE

 	 
	 	
 	 
	 	«NAME» 	 
	 	 	 
	 	Date: