Exhibit 10.1


 


CENTERPOINT
PROPERTIES TRUST 2003 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


SHARE
OPTION AGREEMENT


 


THIS SHARE OPTION
AGREEMENT (the “Agreement”) is dated as of March 2, 2004 between
CenterPoint Properties Trust, a Maryland real estate investment trust (the
“Company”), and Paul Ahern (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 2003
Plan.  The purpose of this Agreement is
to establish a written agreement evidencing an option granted in accordance
with the terms of the 2003 Plan.  In
this Agreement, “shares” means the Company’s Common Shares or other securities
resulting from an adjustment under Sections 1.5 and 6.2 of the 2003 Plan.


 


The parties agree
as follows:


 


1.             Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 61,413 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 2.6 of the 2003 Plan.


 


3.             Price.  The
price of each share purchased by exercise of the Option is $$79.00.


 


4.             Partial
Exercise.  The Option, to the extent
exercisable under this agreement and the 2003 Plan, 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 to the entire
number of shares then covered by the Option.


 


5.             Exercise
Period.


 


(a)   Except
as otherwise provided in the 2003 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 2003 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 share option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended within the
limitations outlined in Section 2.5 of the 2003 Plan.


 


8.             Rights
of the Shareholder.  No person,
estate, or other entity will have the rights of a shareholder with respect to
shares subject to the Option 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 its
right to recapitalize, reorganize or consolidate, issue bonds, notes or shares,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


10.          Taxes.  The Company 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.


 


11.          Compliance
with Laws.  The option is
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 shares are listed at any time.  The option 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.


 


12.          Share
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.


 


13.          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.


 


2

















 


14.          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 or the 2003 Plan.


 


15.          Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  Any inconsistency
between this Agreement and said 2003 Plan shall be controlled by the 2003
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.


 


16.          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 16.


 


IN WITNESS WHEREOF, each
of 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Paul Ahern

  
						



 


3

















 


CENTERPOINT
PROPERTIES TRUST 2003 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


SHARE
OPTION AGREEMENT


 


THIS SHARE OPTION
AGREEMENT (the “Agreement”) is dated as of March 2, 2004 between
CenterPoint Properties Trust, a Maryland real estate investment trust (the
“Company”), and Paul S. Fisher (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 2003
Plan.  The purpose of this Agreement is
to establish a written agreement evidencing an option granted in accordance
with the terms of the 2003 Plan.  In
this Agreement, “shares” means the Company’s Common Shares or other securities
resulting from an adjustment under Sections 1.5 and 6.2 of the 2003 Plan.


 


The parties agree
as follows:


 


1.             Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 65,025 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 2.6 of the 2003 Plan.


 


3.             Price.  The
price of each share purchased by exercise of the Option is $$79.00.


 


4.             Partial
Exercise.  The Option, to the extent
exercisable under this agreement and the 2003 Plan, 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 to the entire
number of shares then covered by the Option.


 


5.             Exercise
Period.


 


(a)   Except
as otherwise provided in the 2003 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 2003 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 share option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended within the
limitations outlined in Section 2.5 of the 2003 Plan.


 


8.             Rights
of the Shareholder.  No person,
estate, or other entity will have the rights of a shareholder with respect to
shares subject to the Option 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 its
right to recapitalize, reorganize or consolidate, issue bonds, notes or shares,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


10.          Taxes.  The Company 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.


 


11.          Compliance
with Laws.  The option is
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 shares are listed at any time.  The option 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.


 


12.          Share
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.


 


13.          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.


 


2

















 


14.          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 or the 2003 Plan.


 


15.          Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  Any inconsistency
between this Agreement and said 2003 Plan shall be controlled by the 2003 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.


 


16.          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 16.


 


IN WITNESS WHEREOF, each
of 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Paul S. Fisher

  
						



 


3

















 


CENTERPOINT
PROPERTIES TRUST 2003 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


SHARE
OPTION AGREEMENT


 


THIS SHARE OPTION
AGREEMENT (the “Agreement”) is dated as of March 2, 2004 between
CenterPoint Properties Trust, a Maryland real estate investment trust (the
“Company”), and John S. Gates Jr. (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 2003
Plan.  The purpose of this Agreement is
to establish a written agreement evidencing an option granted in accordance
with the terms of the 2003 Plan.  In
this Agreement, “shares” means the Company’s Common Shares or other securities
resulting from an adjustment under Sections 1.5 and 6.2 of the 2003 Plan.


 


The parties agree
as follows:


 


1.             Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 126,438 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 2.6 of
the 2003 Plan.


 


3.             Price.  The
price of each share purchased by exercise of the Option is $$79.00.


 


4.             Partial
Exercise.  The Option, to the extent
exercisable under this agreement and the 2003 Plan, 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 to the entire
number of shares then covered by the Option.


 


5.             Exercise
Period.


 


(a)   Except
as otherwise provided in the 2003 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 2003 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 share option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended within the
limitations outlined in Section 2.5 of the 2003 Plan.


 


8.             Rights
of the Shareholder.  No person,
estate, or other entity will have the rights of a shareholder with respect to
shares subject to the Option 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 its
right to recapitalize, reorganize or consolidate, issue bonds, notes or shares,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


10.          Taxes.  The Company 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.


 


11.          Compliance
with Laws.  The option is
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 shares are listed at any time.  The option 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.


 


12.          Share
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.


 


13.          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.


 


2

















 


14.          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 or the 2003 Plan.


 


15.          Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  Any inconsistency
between this Agreement and said 2003 Plan shall be controlled by the 2003
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.


 


16.          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 16.


 


IN WITNESS WHEREOF, each
of 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  John S. Gates Jr.

  
						



 


3

















 


CENTERPOINT
PROPERTIES TRUST 2003 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


SHARE
OPTION AGREEMENT


 


THIS SHARE OPTION
AGREEMENT (the “Agreement”) is dated as of March 2, 2004 between
CenterPoint Properties Trust, a Maryland real estate investment trust (the
“Company”), and Rockford O. Kottka (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 2003
Plan.  The purpose of this Agreement is
to establish a written agreement evidencing an option granted in accordance
with the terms of the 2003 Plan.  In
this Agreement, “shares” means the Company’s Common Shares or other securities
resulting from an adjustment under Sections 1.5 and 6.2 of the 2003 Plan.


 


The parties agree
as follows:


 


1.             Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 36,125 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 2.6 of the 2003 Plan.


 


3.             Price.  The
price of each share purchased by exercise of the Option is $$79.00.


 


4.             Partial
Exercise.  The Option, to the extent
exercisable under this agreement and the 2003 Plan, 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 to the entire
number of shares then covered by the Option.


 


5.             Exercise
Period.


 


(a)   Except
as otherwise provided in the 2003 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 2003 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 share option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended within the
limitations outlined in Section 2.5 of the 2003 Plan.


 


8.             Rights
of the Shareholder.  No person,
estate, or other entity will have the rights of a shareholder with respect to
shares subject to the Option 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 its
right to recapitalize, reorganize or consolidate, issue bonds, notes or shares,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


10.          Taxes.  The Company 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.


 


11.          Compliance
with Laws.  The option is
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 shares are listed at any time.  The option 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.


 


12.          Share
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.


 


13.          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.


 


2

















 


14.          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 or the 2003 Plan.


 


15.          Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  Any inconsistency
between this Agreement and said 2003 Plan shall be controlled by the 2003
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.


 


16.          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 16.


 


IN WITNESS WHEREOF, each
of 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Rockford O. Kottka

  
						



 


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CENTERPOINT
PROPERTIES TRUST 2003 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN


 


SHARE
OPTION AGREEMENT


 


THIS SHARE OPTION
AGREEMENT (the “Agreement”) is dated as of March 2, 2004 between
CenterPoint Properties Trust, a Maryland real estate investment trust (the
“Company”), and Michael M. Mullen (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 2003
Plan.  The purpose of this Agreement is
to establish a written agreement evidencing an option granted in accordance
with the terms of the 2003 Plan.  In
this Agreement, “shares” means the Company’s Common Shares or other securities
resulting from an adjustment under Sections 1.5 and 6.2 of the 2003 Plan.


 


The parties agree
as follows:


 


1.             Grant
of Option.  The Company hereby
grants to the Optionee an option (the “Option”) to purchase 72,250 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 2.6 of the 2003 Plan.


 


3.             Price.  The
price of each share purchased by exercise of the Option is $$79.00.


 


4.             Partial
Exercise.  The Option, to the extent
exercisable under this agreement and the 2003 Plan, 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 to the entire
number of shares then covered by the Option.


 


5.             Exercise
Period.


 


(a)   Except
as otherwise provided in the 2003 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 2003 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 share option” as described in
Section 422 of the Internal Revenue Code of 1986, as amended within the
limitations outlined in Section 2.5 of the 2003 Plan.


 


8.             Rights
of the Shareholder.  No person,
estate, or other entity will have the rights of a shareholder with respect to
shares subject to the Option 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 its
right to recapitalize, reorganize or consolidate, issue bonds, notes or shares,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


10.          Taxes.  The Company 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.


 


11.          Compliance
with Laws.  The option is
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 shares are listed at any time.  The option 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.


 


12.          Share
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.


 


13.          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.


 


2

















 


14.          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 or the 2003 Plan.


 


15.          Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  Any inconsistency
between this Agreement and said 2003 Plan shall be controlled by the 2003 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.


 


16.          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 16.


 


IN WITNESS WHEREOF, each
of 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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Michael M. Mullen

  
						



 


3