EX-10.4:



 







Exhibit 10.4




AWARD FOR EMPLOYEE WITHOUT EMPLOYMENT AGREEMENT




COGDELL SPENCER INC.



2005 LONG TERM INCENTIVE COMPENSATION PLAN




OPTION AWARD AGREEMENT




     AGREEMENT by and between Cogdell Spencer Inc., a Maryland corporation (the “Company”) and                     
(the “Optionee”), dated as of the ___day of ___, 2005.



     WHEREAS, the Company maintains the Cogdell Spencer Inc. 2005 Long Term Incentive Compensation
Plan (as amended from time to time, the “Plan”) (capitalized terms used but not defined herein
shall have the respective meanings ascribed thereto by the Plan);



     WHEREAS, the Optionee is an employee of the Company or its Subsidiaries; and



     WHEREAS, the Committee has determined that it is in the best interests of the Company and its
shareholders to grant a stock option to the Optionee subject to the terms and conditions set forth
below.



     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:




	 	1.	 	Grant of Stock Option.





     The Company hereby grants the Optionee an Option to purchase       shares of Common
Stock, subject to the following terms and conditions and subject to the provisions of the Plan.
The Plan is hereby incorporated herein by reference as though set forth herein in its entirety.



     The Option is not intended to be and shall not be qualified as an “incentive stock option”
under Section 422 of the Code.




	 	2.	 	Option Price.





     The Option Price per Share shall be $___.




	 	3.	 	Initial Exercisability.
	 
	 	(a)	 	Subject to paragraph 5 below, the Option, to the extent that there has been no
termination of the Optionee’s employment and the Option has not otherwise expired or
been forfeited, shall become exercisable as follows:




 









 











	 	 	 	 	 
	For the Period Ending On	 	Percent of the Grant Exercisable
	 
	 	 	 	 
	[first anniversary of the date of the
agreement]

	 	 	25	%
	 
	 	 	 	 
	[second anniversary of the date of the
agreement]

	 	 	25	%
	 
	 	 	 	 
	[third anniversary of the date of the
agreement]

	 	 	25	%
	 
	 	 	 	 
	[fourth anniversary of the date of the
agreement]

	 	 	25	%







	 	(b)	 	Notwithstanding the foregoing, the Option shall also become exercisable and
otherwise vested upon a Change in Control while the Optionee is employed.
	 
	 	4.	 	Exercisability Upon and After Termination of Optionee.
	 
	 	(a)	 	In the event of the Optionee’s Termination of Service other than a termination
by the Company and its Subsidiaries for Cause or termination by reason of death,
Retirement or Disability, no exercise of the Option may occur after the expiration of
the three-month period to follow such termination, or if earlier, the expiration of the
term of the Option set forth in paragraph 5 below; provided that, if the Optionee
should die after a Termination of Service, such termination being for a reason other
than Disability or Retirement, but while the Option is still in effect, the Option (if
and to the extent otherwise exercisable under paragraph 3(a) above) may be exercised in
the manner provided by the Plan until the earlier of (i) one year from the date of the
Termination of Service of the Optionee, or (ii) the date on which the term of the
Option expires in accordance with paragraph 5 below.
	 
	 	(b)	 	In the event the Optionee has a Termination of Service on account of death,
Disability or Retirement, the Option (whether or not otherwise exercisable) may be
exercised until the earlier of (i) one year from the date of the Termination of Service
of the Optionee, or (ii) the date on which the term of the Option expires as provided
under paragraph 5 below.
	 
	 	(c)	 	Notwithstanding any other provision of this Agreement, if the Optionee has a
Termination of Service by the Company, a Subsidiary or affiliate for Cause, the
Optionee’s Options, to the extent then unexercised, shall thereupon cease to be
exercisable and shall be forfeited forthwith (whether or not the Options were
exercisable previously).
	 
	 	(d)	 	Other than as specified below, no Option (or portion thereof) which had not
become exercisable at the time of cessation of employment shall ever be or become
exercisable. No provision of this paragraph 4 is intended to or shall permit the
exercise of the Option to the extent the Option was not exercisable upon cessation of
employment.
	 
	 	(e)	 	The Committee may, in its sole discretion, accelerate all or a portion of the
vesting of any Option upon the cessation of the Optionee’s employment for any reason
(other than a termination by the Company for Cause).




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	 	5.	 	Term.





     Unless earlier forfeited, the Option shall, notwithstanding any other provision of this
Agreement, expire in its entirety upon the 10th anniversary of the date hereof. The Option shall
also expire and be forfeited at such earlier times and in such circumstances as otherwise provided
hereunder or under the Plan.




	 	6.	 	Miscellaneous.
	 
	 	(a)	 	THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS. The captions of this Agreement are not
part of the provisions hereof and shall have no force or effect. This Agreement may
not be amended or modified except by a written agreement executed by the parties hereto
or their respective successors and legal representatives. The invalidity or
unenforceability of any provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
	 
	 	(b)	 	The Committee may make such rules and regulations and establish such procedures
for the administration of this Agreement as it deems appropriate. Without limiting the
generality of the foregoing, the Committee may interpret this Agreement, with such
interpretations to be conclusive and binding on all persons and otherwise accorded the
maximum deference permitted by law, provided that the Committee’s interpretation shall
not be entitled to deference on and after a Change in Control except to the extent that
such interpretations are made exclusively by members of the Committee who are
individuals who served as Committee members before the Change in Control. In the event
of any dispute or disagreement as to the interpretation of this Agreement or of any
rule, regulation or procedure, or as to any question, right or obligation arising from
or related to this Agreement, the decision of the Committee shall be final and binding
upon all persons.
	 
	 	(c)	 	All notices hereunder shall be in writing, and if to the Company or the
Committee, shall be delivered to the Board or mailed to its principal office, addressed
to the attention of the Board; and if to the Optionee, shall be delivered personally,
sent by email or facsimile transmission or mailed to the Optionee at the address
appearing in the records of the Company. Such addresses may be changed at any time by
written notice to the other party given in accordance with this paragraph 6(c).
	 
	 	(d)	 	The failure of the Optionee or the Company to insist upon strict compliance
with any provision of this Agreement or the Plan, or to assert any right the Optionee
or the Company, respectively, may have under this Agreement or the Plan, shall not be
deemed to be a waiver of such provision or right or any other provision or right of
this Agreement or the Plan.
	 
	 	(e)	 	The Optionee agrees that, at the request of the Committee, the Optionee shall
represent to the Company in writing that the Shares being acquired are acquired for
investment only and not with a view to distribution and that such Shares will be
disposed of only if registered for sale under the Securities Act or if there is an
available exemption for such disposition. The Optionee expressly understands and
agrees that, in the event of such a request, the making of such representation shall be
a condition precedent to receipt of Shares upon exercise of the Option.




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	 	(f)	 	Nothing in this Agreement shall confer on the Optionee any right to continue in
the employ of the Company or its Subsidiaries or interfere in any way with the right of
the Company or its Subsidiaries to terminate the Optionee’s employment at any time.
	 
	 	(g)	 	This Agreement contains the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements, written or oral, with
respect thereto.





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



	 	 	 	 	 
	 	 	COGDELL SPENCER INC.
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
 
	 	 	 	 
	 	 	 
	 	 	[Optionee’s Name]







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