EXHIBIT 10.1


 


CENTERPOINT
PROPERTIES TRUST


 


STOCK OPTION AGREEMENT


 


THIS STOCK OPTION
AGREEMENT (the “Agreement”) is dated as of June 18, 2004 between
CenterPoint Properties Trust, a Maryland real estate investment trust (the
“Company”), and Nicholas C. Babson (the “Optionee”).


 


This Agreement is
made pursuant to, and is governed by, the
CenterPoint Properties Trust 2003 Omnibus Employee Retention and Incentive Plan
(the “2003 Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Plan.  The purpose of this
Agreement is to establish a written agreement evidencing an option granted in
accordance with the terms of the Plan. 
In this Agreement, “shares” means shares of the Company’s Common Stock
or other securities resulting from an adjustment under Article 8 of the
Plan.


 


The parties agree
as follows:


 


1.                                      Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 5,000 shares under
the terms and conditions hereof.


 


2.                                      Term.  The Option becomes exercisable and
terminates in accordance with the schedule set forth in Section 5
hereof; provided, however, that in the event employment of the Optionee with
the Company or a Subsidiary terminates for any reason, the Option shall terminate
in accordance with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.  The price of each share purchased by
exercise of the Option is $74.98.


 


4.                                      Partial
Exercise.  The Option, to the extent
exercisable under Section 5 hereof, may be exercised in whole or in part
provided that the Option may not be exercised for less than 100 shares in any
single transaction unless such exercise pertains tot he entire number of shares
then covered by the Option.


 

















 


	
  CenterPoint Properties
  Trust

  	
   

  	
  June 18,
  2004

  
	
  2003 Board of Trustees
  Option Agreement

  	
   

  	
   

  



 


5.                                      Exercise
Period.


 


(a)                                  Except
as otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 


 


	
  Time Period

  	
   

  	
  Exercisable

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  



 


(b)                                 If
it has not previously terminated pursuant to the terms of the Plan or this
Agreement, the Option shall terminate at the close of business on the day
before the tenth anniversary of the date of this Agreement.


 


6.                                      Method of
Exercise.  The Option shall
be exercised by written notice by Optionee to the Company specifying the number
of shares that such person elects to purchase, accompanied by full payment, in
cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is intended that the
Option shall qualify as an “incentive stock option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person, estate,
or other entity will have the rights of a stockholder with respect to shares
subject to the Options until a certificate or certificates for these shares
have been delivered to the person exercising the option.


 


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


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the
Committee shall make the adjustments specified in Section 8.1(b) of the
Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


2

















 


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


 


13.                               Stock
Legends.  Any certificate issued to
evidence shares issued under the Option shall bear such legends and statements
as the committee deems advisable to assure compliance with all federal and
state laws and regulations.


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall be exercisable only
by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the Optionee’s death, to the
Optionee’s estate and shall be exercisable, during the Optionee’s lifetime, by
the Optionee’s guardian or legal representative.


 


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


 


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


 


17.                               Choice
of Law.  The provisions of
Section 9.6 of the Plan, concerning choice of law, shall govern this
Agreement.


 


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


 


3

















 


19.                               Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows:  if to the
Company, to the Company’s principal office, and if to the Optionee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.


 


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


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Accounting
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name: Nicholas
  C. Babson

  
						



 


4

















 


CENTERPOINT
PROPERTIES TRUST


 


STOCK OPTION AGREEMENT


 


THIS STOCK OPTION
AGREEMENT (the “Agreement”) is dated as of June 18, 2004 between
CenterPoint Properties Trust, a Maryland real estate investment trust (the “Company”),
and Martin Barber (the “Optionee”).


 


This Agreement is
made pursuant to, and is governed by, the
CenterPoint Properties Trust 2003 Omnibus Employee Retention and Incentive Plan
(the “2003 Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan.  The purpose of
this Agreement is to establish a written agreement evidencing an option granted
in accordance with the terms of the Plan. 
In this Agreement, “shares” means shares of the Company’s Common Stock
or other securities resulting from an adjustment under Article 8 of the
Plan.


 


The parties agree
as follows:


 


1.                                      Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 6,500 shares under
the terms and conditions hereof.


 


2.                                      Term.  The Option becomes exercisable and
terminates in accordance with the schedule set forth in Section 5
hereof; provided, however, that in the event employment of the Optionee with
the Company or a Subsidiary terminates for any reason, the Option shall
terminate in accordance with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.  The price of each share purchased by
exercise of the Option is $74.98.


 


4.                                      Partial
Exercise.  The Option, to the extent
exercisable under Section 5 hereof, may be exercised in whole or in part
provided that the Option may not be exercised for less than 100 shares in any
single transaction unless such exercise pertains tot he entire number of shares
then covered by the Option.


 

















 


5.                                      Exercise
Period.


 


(a)                                  Except
as otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 


	
  Time Period

  	
   

  	
  Exercisable

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  



 


(b)                                 If
it has not previously terminated pursuant to the terms of the Plan or this
Agreement, the Option shall terminate at the close of business on the day
before the tenth anniversary of the date of this Agreement.


 


6.                                      Method of
Exercise.  The Option shall
be exercised by written notice by Optionee to the Company specifying the number
of shares that such person elects to purchase, accompanied by full payment, in
cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is intended that the
Option shall qualify as an “incentive stock option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person, estate,
or other entity will have the rights of a stockholder with respect to shares
subject to the Options until a certificate or certificates for these shares
have been delivered to the person exercising the option.


 


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


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the
Committee shall make the adjustments specified in Section 8.1(b) of the
Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


2

















 


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


 


13.                               Stock
Legends.  Any certificate issued to
evidence shares issued under the Option shall bear such legends and statements
as the committee deems advisable to assure compliance with all federal and
state laws and regulations.


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall be exercisable only
by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the Optionee’s death, to the
Optionee’s estate and shall be exercisable, during the Optionee’s lifetime, by
the Optionee’s guardian or legal representative.


 


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


 


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


 


17.                               Choice
of Law.  The provisions of Section 9.6
of the Plan, concerning choice of law, shall govern this Agreement.


 


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


 


3

















 


19.                               Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows:  if to the
Company, to the Company’s principal office, and if to the Optionee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.


 


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


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Accounting
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name: Martin
  Barber

  
						



 


4

















 


CENTERPOINT
PROPERTIES TRUST


 


STOCK OPTION AGREEMENT


 


THIS STOCK OPTION
AGREEMENT (the “Agreement”) is dated as of June 18, 2004 between
CenterPoint Properties Trust, a Maryland real estate investment trust (the
“Company”), and Norman Bobins (the “Optionee”).


 


This Agreement is
made pursuant to, and is governed by, the
CenterPoint Properties Trust 2003 Omnibus Employee Retention and Incentive Plan
(the “2003 Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan.  The purpose of
this Agreement is to establish a written agreement evidencing an option granted
in accordance with the terms of the Plan. 
In this Agreement, “shares” means shares of the Company’s Common Stock
or other securities resulting from an adjustment under Article 8 of the
Plan.


 


The parties agree
as follows:


 


1.                                      Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 5,000 shares under
the terms and conditions hereof.


 


2.                                      Term.  The Option becomes exercisable and
terminates in accordance with the schedule set forth in Section 5
hereof; provided, however, that in the event employment of the Optionee with
the Company or a Subsidiary terminates for any reason, the Option shall
terminate in accordance with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.  The price of each share purchased by
exercise of the Option is $74.98.


 


4.                                      Partial
Exercise.  The Option, to the extent
exercisable under Section 5 hereof, may be exercised in whole or in part
provided that the Option may not be exercised for less than 100 shares in any
single transaction unless such exercise pertains tot he entire number of shares
then covered by the Option.


 


5

















 


5.                                      Exercise
Period.


 


(a)                                  Except
as otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 


	
  Time Period

  	
   

  	
  Exercisable

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  
	
  After the second anniversary
  of the date of this Agreement

  	
   

  	
  Two-fifths

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  



 


(b)                                 If
it has not previously terminated pursuant to the terms of the Plan or this
Agreement, the Option shall terminate at the close of business on the day
before the tenth anniversary of the date of this Agreement.


 


6.                                      Method of
Exercise.  The Option shall
be exercised by written notice by Optionee to the Company specifying the number
of shares that such person elects to purchase, accompanied by full payment, in
cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is intended that the
Option shall qualify as an “incentive stock option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person, estate,
or other entity will have the rights of a stockholder with respect to shares
subject to the Options until a certificate or certificates for these shares
have been delivered to the person exercising the option.


 


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


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the
Committee shall make the adjustments specified in Section 8.1(b) of the
Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


6

















 


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


 


13.                               Stock
Legends.  Any certificate issued to
evidence shares issued under the Option shall bear such legends and statements
as the committee deems advisable to assure compliance with all federal and
state laws and regulations.


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall be exercisable only
by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the Optionee’s death, to the
Optionee’s estate and shall be exercisable, during the Optionee’s lifetime, by
the Optionee’s guardian or legal representative.


 


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


 


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


 


17.                               Choice
of Law.  The provisions of
Section 9.6 of the Plan, concerning choice of law, shall govern this
Agreement.


 


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


 


7

















 


19.                               Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows:  if to the
Company, to the Company’s principal office, and if to the Optionee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.


 


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


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Accounting
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name: Norman
  Bobins

  
						



 


8

















 


CENTERPOINT
PROPERTIES TRUST


 


STOCK OPTION AGREEMENT


 


THIS STOCK OPTION
AGREEMENT (the “Agreement”) is dated as of June 18, 2004 between
CenterPoint Properties Trust, a Maryland real estate investment trust (the
“Company”), and Alan Feld (the “Optionee”).


 


This Agreement is
made pursuant to, and is governed by, the CenterPoint
Properties Trust 2003 Omnibus Employee Retention and Incentive Plan (the “2003
Plan”).  Capitalized terms
not otherwise defined herein shall have the meanings set forth in the
Plan.  The purpose of this Agreement is
to establish a written agreement evidencing an option granted in accordance
with the terms of the Plan.  In this
Agreement, “shares” means shares of the Company’s Common Stock or other
securities resulting from an adjustment under Article 8 of the Plan.


 


The parties agree
as follows:


 


1.                                      Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 5,000 shares under
the terms and conditions hereof.


 


2.                                      Term.  The Option becomes exercisable and
terminates in accordance with the schedule set forth in Section 5
hereof; provided, however, that in the event employment of the Optionee with
the Company or a Subsidiary terminates for any reason, the Option shall
terminate in accordance with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.  The price of each share purchased by
exercise of the Option is $74.98.


 


4.                                      Partial
Exercise.  The Option, to the extent
exercisable under Section 5 hereof, may be exercised in whole or in part
provided that the Option may not be exercised for less than 100 shares in any single
transaction unless such exercise pertains tot he entire number of shares then
covered by the Option.


 

















 


5.                                      Exercise
Period.


 


(a)                                  Except
as otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 


	
  Time Period

  	
   

  	
  Exercisable

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  



 


(b)                                 If
it has not previously terminated pursuant to the terms of the Plan or this
Agreement, the Option shall terminate at the close of business on the day
before the tenth anniversary of the date of this Agreement.


 


6.                                      Method of
Exercise.  The Option shall
be exercised by written notice by Optionee to the Company specifying the number
of shares that such person elects to purchase, accompanied by full payment, in
cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is intended that the
Option shall qualify as an “incentive stock option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person, estate,
or other entity will have the rights of a stockholder with respect to shares
subject to the Options until a certificate or certificates for these shares
have been delivered to the person exercising the option.


 


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


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the Committee
shall make the adjustments specified in Section 8.1(b) of the Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


2

















 


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


 


13.                               Stock
Legends.  Any certificate issued to
evidence shares issued under the Option shall bear such legends and statements
as the committee deems advisable to assure compliance with all federal and
state laws and regulations.


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall be exercisable only
by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the Optionee’s death, to the
Optionee’s estate and shall be exercisable, during the Optionee’s lifetime, by
the Optionee’s guardian or legal representative.


 


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


 


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


 


17.                               Choice
of Law.  The provisions of
Section 9.6 of the Plan, concerning choice of law, shall govern this
Agreement.


 


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


 


3

















 


19.                               Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows:  if to the
Company, to the Company’s principal office, and if to the Optionee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the purpose
hereof by giving notice in accordance with the provisions of this
Section 19.


 


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


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Accounting Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name: Alan Feld

  
						



 


4

















 


CENTERPOINT
PROPERTIES TRUST


 


STOCK OPTION AGREEMENT


 


THIS STOCK OPTION
AGREEMENT (the “Agreement”) is dated as of June 18, 2004 between CenterPoint
Properties Trust, a Maryland real estate investment trust (the “Company”), and Thomas
E. Robinson (the “Optionee”).


 


This Agreement is
made pursuant to, and is governed by, the
CenterPoint Properties Trust 2003 Omnibus Employee Retention and Incentive Plan
(the “2003 Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan.  The purpose of
this Agreement is to establish a written agreement evidencing an option granted
in accordance with the terms of the Plan. 
In this Agreement, “shares” means shares of the Company’s Common Stock
or other securities resulting from an adjustment under Article 8 of the
Plan.


 


The parties agree
as follows:


 


1.                                      Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 5,000 shares under
the terms and conditions hereof.


 


2.                                      Term.  The Option becomes exercisable and
terminates in accordance with the schedule set forth in Section 5
hereof; provided, however, that in the event employment of the Optionee with
the Company or a Subsidiary terminates for any reason, the Option shall
terminate in accordance with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.  The price of each share purchased by
exercise of the Option is $74.98.


 


4.                                      Partial
Exercise.  The Option, to the extent
exercisable under Section 5 hereof, may be exercised in whole or in part
provided that the Option may not be exercised for less than 100 shares in any
single transaction unless such exercise pertains tot he entire number of shares
then covered by the Option.


 

















 


5.                                      Exercise
Period.


 


(a)                                  Except
as otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 


	
  Time Period

  	
   

  	
  Exercisable

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  



 


(b)                                 If
it has not previously terminated pursuant to the terms of the Plan or this
Agreement, the Option shall terminate at the close of business on the day
before the tenth anniversary of the date of this Agreement.


 


6.                                      Method of
Exercise.  The Option shall
be exercised by written notice by Optionee to the Company specifying the number
of shares that such person elects to purchase, accompanied by full payment, in
cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is intended that the
Option shall qualify as an “incentive stock option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person, estate,
or other entity will have the rights of a stockholder with respect to shares
subject to the Options until a certificate or certificates for these shares
have been delivered to the person exercising the option.


 


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


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the
Committee shall make the adjustments specified in Section 8.1(b) of the
Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


2

















 


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


 


13.                               Stock
Legends.  Any certificate issued to
evidence shares issued under the Option shall bear such legends and statements
as the committee deems advisable to assure compliance with all federal and
state laws and regulations.


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall be exercisable only
by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the Optionee’s death, to the
Optionee’s estate and shall be exercisable, during the Optionee’s lifetime, by
the Optionee’s guardian or legal representative.


 


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


 


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


 


17.                               Choice
of Law.  The provisions of
Section 9.6 of the Plan, concerning choice of law, shall govern this
Agreement.


 


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


 


3

















 


19.                               Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows:  if to the
Company, to the Company’s principal office, and if to the Optionee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and communication
given by telex or telecopier shall be deemed to have been given when it is so
transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this Section 19.


 


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


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Accounting
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name: Thomas E.
  Robinson

  
						



 


4

















 


CENTERPOINT
PROPERTIES TRUST


 


STOCK OPTION AGREEMENT


 


THIS STOCK OPTION
AGREEMENT (the “Agreement”) is dated as of June 18, 2004  between CenterPoint Properties Trust, a
Maryland real estate investment trust (the “Company”), and John C. Staley (the
“Optionee”).


 


This Agreement is
made pursuant to, and is governed by, the
CenterPoint Properties Trust 2003 Omnibus Employee Retention and Incentive Plan
(the “2003 Plan”). 
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Plan.  The purpose of
this Agreement is to establish a written agreement evidencing an option granted
in accordance with the terms of the Plan. 
In this Agreement, “shares” means shares of the Company’s Common Stock
or other securities resulting from an adjustment under Article 8 of the
Plan.


 


The parties agree
as follows:


 


1.                                      Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 5,000 shares under
the terms and conditions hereof.


 


2.                                      Term.  The Option becomes exercisable and
terminates in accordance with the schedule set forth in Section 5
hereof; provided, however, that in the event employment of the Optionee with
the Company or a Subsidiary terminates for any reason, the Option shall
terminate in accordance with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.  The price of each share purchased by
exercise of the Option is $74.98.


 


4.                                      Partial
Exercise.  The Option, to the extent
exercisable under Section 5 hereof, may be exercised in whole or in part
provided that the Option may not be exercised for less than 100 shares in any
single transaction unless such exercise pertains tot he entire number of shares
then covered by the Option.


 

















 


5.                                      Exercise
Period.


 


(a)                                  Except
as otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 


	
  Time Period

  	
   

  	
  Exercisable

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  
	
  After the fifth anniversary
  of the date of this Agreement

  	
   

  	
  All

  



 


(b)                                 If
it has not previously terminated pursuant to the terms of the Plan or this
Agreement, the Option shall terminate at the close of business on the day
before the tenth anniversary of the date of this Agreement.


 


6.                                      Method of
Exercise.  The Option shall
be exercised by written notice by Optionee to the Company specifying the number
of shares that such person elects to purchase, accompanied by full payment, in
cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is intended that the
Option shall qualify as an “incentive stock option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person, estate,
or other entity will have the rights of a stockholder with respect to shares
subject to the Options until a certificate or certificates for these shares
have been delivered to the person exercising the option.


 


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


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the
Committee shall make the adjustments specified in Section 8.1(b) of the
Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


2

















 


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


 


13.                               Stock
Legends.  Any certificate issued to
evidence shares issued under the Option shall bear such legends and statements
as the committee deems advisable to assure compliance with all federal and
state laws and regulations.


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall be exercisable only
by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the Optionee’s death, to the
Optionee’s estate and shall be exercisable, during the Optionee’s lifetime, by
the Optionee’s guardian or legal representative.


 


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


 


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


 


17.                               Choice
of Law.  The provisions of
Section 9.6 of the Plan, concerning choice of law, shall govern this
Agreement.


 


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


 


3

















 


19.                               Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows:  if to the
Company, to the Company’s principal office, and if to the Optionee or his
successor, to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.


 


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


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Accounting
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name: John C.
  Staley

  
						



 


4

















 


CENTERPOINT
PROPERTIES TRUST


 


STOCK OPTION AGREEMENT


 


THIS STOCK OPTION
AGREEMENT (the “Agreement”) is dated as of June 18, 2004 between
CenterPoint Properties Trust, a Maryland real estate investment trust (the
“Company”), and Robert Stovall (the “Optionee”).


 


This Agreement is made
pursuant to, and is governed by, the CenterPoint Properties Trust 2003 Omnibus Employee
Retention and Incentive Plan (the “2003 Plan”).  Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Plan.  The purpose of this Agreement is to establish a written agreement
evidencing an option granted in accordance with the terms of the Plan.  In this Agreement, “shares” means shares of
the Company’s Common Stock or other securities resulting from an adjustment
under Article 8 of the Plan.


 


The parties agree
as follows:


 


1.                                      Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 6,500 shares under
the terms and conditions hereof.


 


2.                                      Term.  The Option becomes exercisable and
terminates in accordance with the schedule set forth in Section 5
hereof; provided, however, that in the event employment of the Optionee with
the Company or a Subsidiary terminates for any reason, the Option shall
terminate in accordance with the provisions of Section 7.2 of the Plan.


 


3.                                      Price.  The price of each share purchased by
exercise of the Option is $74.98.


 


4.                                      Partial
Exercise.  The Option, to the extent
exercisable under Section 5 hereof, may be exercised in whole or in part
provided that the Option may not be exercised for less than 100 shares in any
single transaction unless such exercise pertains tot he entire number of shares
then covered by the Option.


 


5

















 


5.                                      Exercise
Period.


 


(a)                                  Except
as otherwise provided in the Plan or in this Agreement, the Option shall become
exercisable as follows:


 


	
  Time Period

  	
   

  	
  Exercisable

  
	
  Prior to the first
  anniversary of the date of this Agreement

  	
   

  	
  None

  
	
  After the first
  anniversary of the date of this Agreement

  	
   

  	
  One-fifth

  
	
  After the second
  anniversary of the date of this Agreement

  	
   

  	
  Two-fifths

  
	
  After the third
  anniversary of the date of this Agreement

  	
   

  	
  Three-fifths

  
	
  After the fourth
  anniversary of the date of this Agreement

  	
   

  	
  Four-fifths

  
	
  After the fifth
  anniversary of the date of this Agreement

  	
   

  	
  All

  



 


(b)                                 If
it has not previously terminated pursuant to the terms of the Plan or this
Agreement, the Option shall terminate at the close of business on the day
before the tenth anniversary of the date of this Agreement.


 


6.                                      Method of
Exercise.  The Option shall
be exercised by written notice by Optionee to the Company specifying the number
of shares that such person elects to purchase, accompanied by full payment, in
cash or current funds, for such shares.


 


7.                                      ISO
Treatment.  It is intended that the
Option shall qualify as an “incentive stock option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended.


 


8.                                      Rights
of Stockholder.  No person, estate,
or other entity will have the rights of a stockholder with respect to shares
subject to the Options until a certificate or certificates for these shares
have been delivered to the person exercising the option.


 


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


 


10.                               Changes
in Capitalization.  Upon the
occurrence of an event described in Section 8.1(a) of the Plan, the
Committee shall make the adjustments specified in Section 8.1(b) of the
Plan.


 


11.                               Taxes.  The company, if necessary or desirable, may
pay or withhold the amount of any tax attributable to any shares deliverable
under this Agreement, and the company may defer making delivery until it is
indemnified to its satisfaction for that tax.


 


6

















 


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


 


13.                               Stock
Legends.  Any certificate issued to
evidence shares issued under the Option shall bear such legends and statements
as the committee deems advisable to assure compliance with all federal and
state laws and regulations.


 


14.                               Assignability.  The Option shall not be transferable other
than by will or the laws of descent and distribution.  G the Optionee’s lifetime, the Option shall be exercisable only
by the Optionee, except as otherwise provided herein.  The Option shall be transferable, on the Optionee’s death, to the
Optionee’s estate and shall be exercisable, during the Optionee’s lifetime, by
the Optionee’s guardian or legal representative.


 


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


 


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


 


17.                               Choice
of Law.  The provisions of
Section 9.6 of the Plan, concerning choice of law, shall govern this
Agreement.


 


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


 


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19.                               Notices.  All notices and other communications
required or permitted under this Agreement shall be written, and shall be
either delivered personally or sent by registered or certified first-class
mail, postage prepaid and return receipt requested, or by telex or telecopier,
addressed as follows:  if to the
Company, to the Company’s principal office, and if to the Optionee or his successor,
to the address last furnished by such person to the Company.  Each such notice and communication delivered
personally shall be deemed to have been given when delivered.  Each such notice and communication given by
mail shall be deemed to have been given when it is deposited in the United
States mail in the manner specified herein, and each such notice and
communication given by telex or telecopier shall be deemed to have been given
when it is so transmitted and the appropriate answer back is received.  A party may change its address for the
purpose hereof by giving notice in accordance with the provisions of this
Section 19.


 


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


 


 


	
   

  	
  CENTERPOINT PROPERTIES
  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Rockford O. Kottka

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
  Chief Accounting
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GRANTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed Name: Robert
  Stovall

  
						



 


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