EX-10.5:



 






Exhibit 10.5




COGDELL SPENCER INC.

2005 INCENTIVE BONUS PLAN




1. Purpose of the Plan




     The Plan is intended to advance the interests of the Company by providing an opportunity to
selected employees of the Company to earn Bonuses, and to encourage and motivate them to achieve
superior operating results for Cogdell Spencer Inc. The Plan is effective as of [November 1,]
2005.



2. Definitions




     As used in this Plan, the following definitions apply:



     “Board” means the Board of Directors of Cogdell Spencer Inc.



     “Bonus” means the bonus to which a Key Employee is entitled under a bonus arrangement
established by the Committee under the Plan.



     “Code” means the Internal Revenue Code of 1986, as amended.



     “Committee” means the Company’s Compensation Committee or such other committee as may be
appointed and constituted from time to time under Section 6(a).



     “Company” means Cogdell Spencer Inc., and its Subsidiaries.



     “Key Employee” means an officer or other employee of the Company, its Subsidiaries or its
affiliates whose position and responsibilities, in the judgment of the Committee, is important to
the operation of the Company.



     “Performance Period” means the applicable fiscal year of the Company, or such other period, as
determined by the Committee.



     “Plan” means this Cogdell Spencer Inc. 2005 Incentive Bonus Plan, as the same may be amended
from time to time.



     “Subsidiary” means any corporation (other than the Company), partnership or other entity at
least 50% of the economic interest in the equity of which is owned by the Company or by another
Subsidiary.



     “Termination of Service” means a Key Employee’s termination of employment or other service, as
applicable, with the Company, its Subsidiaries or its affiliates. Cessation of service as an
officer, employee, director or consultant shall not be treated as a Termination of Service if the
Key Employee continues without interruption to serve thereafter in another one (or more) of such
other capacities.



3. Bonuses — In General




     (a) Eligibility from among Key Employees shall be determined by the Committee. The Committee
may determine the Bonus a Key Employee will receive with regard to the applicable Performance
Period. Subject to the provisions of the Plan and applicable law (taking into account, without
limitation, the possible application of Section 409A of the Code), the Committee shall (i)
determine and designate from time to time those Key Employees to whom Bonuses are to be granted;
(ii) determine, consistently with the Plan, the amount of the Bonus to be granted to any Key
Employee for any Performance Period; and (iii) determine, consistently with the Plan, the terms and
conditions of each



 









 




Bonus. Bonuses may be so awarded by the Committee prior to the commencement of, during or after
any Performance Period.




     (b) The Committee may grant such discretionary Bonuses within the parameters of the Plan based
on Company performance otherwise than as specified in Section 3(a), including, without limitation,
on account of a registration statement on Form S-11 having been declared effective and on account
of the completion of a capital raising event.



4. Amount of Awards




     (a) Unless otherwise determined by the Committee, each Key Employee’s Bonus shall be based on
corporate factors or individual factors (or a combination of both). Unless otherwise determined by
the Committee, no bonus shall exceed 100% of the Key Employee’s salary for the Performance Period.
The Committee may provide for partial Bonus payments at target and other levels. The Committee may
allocate portions of the Bonus to specified indexed factors. Corporate performance hurdles for
Bonuses may be adjusted by the Committee in its discretion to reflect (i) dilution from corporate
acquisitions and share offerings and (ii) changes in applicable accounting rules and standards.



     (b) The Committee may determine that Bonuses shall be paid in cash or stock (or other
equity-based grants), or a combination of cash and stock. The Committee may provide that any such
stock or grants be made under the Cogdell Spencer Inc. 2005 Long Term Incentive Compensation Plan
(the “LTIP”) or any other equity-based plan or program of the Company and, notwithstanding any
provision of the Plan to the contrary, in the case of any such grant, the grant shall be governed
in all respects by the LTIP or such other plan or program of the Company.



     (c) The Committee may provide for programs under which the payment of Bonuses may be deferred
at the election of the Key Employee.



     (d) Unless otherwise determined by the Committee, the payment of a Bonus shall be made no
later than 2 1/2 months following the later of (i) the last day of the calendar year (or fiscal
year of the employee, if the calendar year is not the Key Employee’s fiscal year for federal income
tax purposes) or (ii) the last day of the Company’s fiscal year in which the Key Employee becomes
vested for purposes of Section 409A of the Code.



5. Termination of Employment




     Unless otherwise determined by the Committee, no Bonus payments shall be made to any Key
Employee who is not employed on the date payment is to be made; provided that no Bonuses shall be
made in any event to a Key Employee who is terminated for “Cause.” For these purposes, Cause shall
mean, unless otherwise provided in the grantee’s award agreement, (i) engaging in (A) willful or
gross misconduct or (B) willful or gross neglect, (ii) repeatedly failing to adhere to the
directions of superiors or the Board or the written policies and practices of the Company or its
affiliates, (iii) the commission of a felony or a crime of moral turpitude, or any crime involving
the Company, or any affiliate thereof, (iv) fraud, misappropriation or embezzlement, (v) a material
breach of the participant’s employment agreement (if any) with the Company or its affiliates, or
(vi) any illegal act detrimental to the Company or its affiliates; provided, however, that, if at
any particular time the Key Employee is subject to an effective employment agreement with the
Company, then, in lieu of the foregoing definition, “Cause” shall at that time have such meaning as
may be specified in such employment agreement.



2









 





6. Administration of the Plan; Amendment and Termination




     (a) The Plan shall be administered by the Committee, consisting of one or more individuals
employed by the Company. If any member of the Committee is to be replaced or otherwise ceases to
be a member, then the Committee may appoint an officer of the Company (or, if he or she fails to
act, such other executive officer of the Company as may be designated by the Chief Executive
Officer). If at any time there is no Committee, the appointed officer shall have the rights and
responsibilities of the Committee hereunder. The Committee shall have the full authority to employ
and rely on such legal counsel, actuaries and accountants (which may also be those of the Company),
and other agents, designees and delegatees, as it may deem advisable to assist in the
administration of the Plan. The Company hereby indemnifies each member of the Committee for any
liability or expense relating to the administration of the Plan, to the maximum extent permitted by
law.



     (b) The Committee will have full power to construe, interpret and administer the Plan and to
amend and rescind the rules and regulations for its administration, with such interpretations to be
conclusive and binding on all persons and otherwise accorded the maximum deference permitted by
law. In the event of any dispute or disagreement as to the interpretation of the Plan or of any
rule, regulation or procedure, or as to any question, right or obligation arising from or related
to the Plan, the decision of the Committee shall be final and binding upon all persons.



     (c) The Committee will have discretion to determine whether a Bonus is established for
particular Key Employees. The Committee’s decisions and determinations under the Plan need not be
uniform and may be made selectively among Key Employees, whether or not such Key Employees are
similarly situated.



     (d) No Key Employee shall have any claim to a Bonus until it is actually granted under the
Plan. To the extent that any person acquires a right to receive payments from the Company under
the Plan, such right shall be no greater than the right of an unsecured general creditor of the
Company. All payments provided for under the Plan shall be paid in cash from the general funds of
the Company. The Plan does not create a fiduciary relationship between the Board or Committee on
one hand, and employees, their beneficiaries or any other persons on the other.



     (e) The Board or the Committee may at any time amend, suspend or terminate the Plan. No
amendment to, suspension of or termination of the Plan may affect any Key Employee’s right to
receive a Bonus which, before the amendment, suspension or termination, has been earned by the Key
Employee and is payable without any contingency or other further action, unless the Key Employee
consents to the change.



7. Beneficiaries




     Each Key Employee shall designate a beneficiary to receive such Key Employee’s Bonus, if any,
in the event of death. In the event of a failure to designate a beneficiary, amounts, if any, so
payable to a Key Employee in the event of death shall be payable to the estate of such Key
Employee. The last designation received by the Company shall be controlling; provided, however,
that no designation, or change or revocation thereof, shall be effective unless received by the
Company prior to the Key Employee’s death, and in no event shall it be effective as of a date prior
to such receipt. If no such beneficiary designation is in effect at the time of a Key Employee’s
death, or if no designated beneficiary survives the Key Employee or if such designation conflicts
with law, the Key Employee’s estate shall be entitled to receive the amounts, if any, payable under
the Plan upon his or her death. If the Company is in doubt as to the right of any person to
receive such amounts, the Company may retain such amounts, without liability for any interest
thereon, until the Company determines the rights thereto, or the Company may pay such amounts into
any court of appropriate jurisdiction and such payment shall be a complete



3









 







discharge of the liability of the Company therefor. No rights to Bonuses granted hereunder
shall be transferable by a Key Employee otherwise than by will or the laws of descent and
distribution.



8. Miscellaneous




     (a) The Company may cause to be made, as a condition precedent to the payment of any Bonus, or
otherwise, appropriate arrangements with the Key Employee or his or her beneficiary for the
withholding of any federal, state, local or foreign taxes.



     (b) Nothing in the Plan and no award of any Bonus which is payable immediately or in the
future (whether or not future payments may be forfeited), will give any Key Employee a right to
continue to be an employee of the Company or in any other way affect the right of the Company to
terminate the employment of any Key Employee at any time.



     (c) All elections, designations, requests, notices, instructions and other communications from
a Key Employee, beneficiary or other person, required or permitted under the Plan, shall be in such
form as is prescribed from time to time by the Committee.



     (d) In the event that the Company’s Performance Period is changed, the Committee may make such
adjustments to the Plan, as he or she may deem necessary or appropriate to effectuate the intent of
the Plan. All such adjustments, without the need for Plan amendment, shall be effective and
binding for all Bonuses and otherwise for all purposes of the Plan.



     (e) The use of captions in this Plan is for convenience. The captions are not intended to
provide substantive rights.



4