Exhibit
10.2


 


CENTERPOINT PROPERTIES TRUST


2003 OMNIBUS
EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE
AGREEMENT


 


THIS RESTRICTED SHARE
AGREEMENT (the “Agreement”) is dated as March 2, 2004 between CenterPoint
Properties Trust, a Maryland real estate investment trust (the “Company”), and Paul
Ahern (the “Grantee”).


 


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 a grant of Restricted Shares made
in accordance with the terms of the Plan. 
In this Agreement, “Restricted Shares” means shares granted pursuant to
this Agreement or other securities resulting from an adjustment under
Section 1.5 and 6.2 of the 2003 Plan.


 


The parties agree as
follows:


 


1.     Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 4,573 common shares (the “Shares”) under the terms
and conditions hereof.


 


2.     Share
Price.  The share price of the
Shares is $79.00.


 


3.     Performance Goals.  As defined below in
section 5 (a).


 


4.     Time Goal.  Eight (8) years.


 


5.     Vesting.   Except as otherwise provided in the
2003 Plan or in this Agreement, the Shares shall become vested as follows:


 


(a)           Achievement
of Performance Goal.  Shares granted and not previously vested or
forfeited shall vest as detailed below: at the close of business on the last
day of a period commencing at least two years after the date of this award and:


 


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 30%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 40%.


 

















 


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 50%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 60%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of this
award and including 60 consecutive trading days such that the average total
shareholder return for such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such
determination and (ii) the price of the Shares on the date of this award) and
the denominator of which shall be the price of the Shares on the date of this
award.


 


(b)           Change of
Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)           Time Goal.   Shares not previously vested or forfeited
shall become fully vested at the close of business on the eighth anniversary of
the date of this Agreement.


 


6.     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 stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.     Taxes.  The Company may pay or withhold the
amount of any tax attributable to any Shares deliverable under this Agreement
or dividends payable thereon, and the Company may defer making delivery or
payment until it is indemnified to its satisfaction for that tax.


 


8.     Compliance
with Laws.  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 shares are
listed at any time.  Shares may not be
issued under this Agreement until the Company has obtained the consent or
approval of every regulatory body having jurisdiction over such matters as the
Company deems advisable.  Each person or
estate that acquired the right to receive shares by bequest or inheritance may
be required by the Company to furnish reasonable evidence of ownership of the
shares as a condition to their issuance.  
In addition, the Company may require such consents and releases of
taxing authorities as the Company deems advisable.


 


9.     Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


2

















 


10.  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 at any time.


 


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


 


12.  Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003 Plan
shall govern.  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.


 


 


13.  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 telecopy,
addressed as follows: if to the Company, to the Company’s principal office,
Attention: Mr. Rockford O. Kottka, and if to the Grantee 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 telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this
Section 13.


 


 


IN WITNESS WHEREOF, the Grantee 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print name:  Paul
  Ahern

  
					



 


3

















 


CENTERPOINT PROPERTIES TRUST


2003 OMNIBUS
EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE
AGREEMENT


 


THIS RESTRICTED SHARE
AGREEMENT (the “Agreement”) is dated as March 2, 2004 between CenterPoint
Properties Trust, a Maryland real estate investment trust (the “Company”), and Paul
S. Fisher (the “Grantee”).


 


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 a grant of Restricted Shares made
in accordance with the terms of the Plan. 
In this Agreement, “Restricted Shares” means shares granted pursuant to
this Agreement or other securities resulting from an adjustment under
Section 1.5 and 6.2 of the 2003 Plan.


 


The parties agree as
follows:


 


1.     Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 4,848 common shares (the “Shares”) under the terms
and conditions hereof.


 


2.     Share
Price.  The share price of the
Shares is $79.00.


 


3.     Performance Goals.  As defined below in
section 5 (a).


 


4.     Time Goal.  Eight (8) years.


 


5.     Vesting.   Except as otherwise provided in the
2003 Plan or in this Agreement, the Shares shall become vested as follows:


 


(a)           Achievement
of Performance Goal.  Shares granted and not previously vested or
forfeited shall vest as detailed below: at the close of business on the last
day of a period commencing at least two years after the date of this award and:


 


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 30%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average total
shareholder return for such trading days equals or exceeds 40%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 50%.


 

















 


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 60%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such
determination and (ii) the price of the Shares on the date of this award) and
the denominator of which shall be the price of the Shares on the date of this
award.


 


(b)           Change of
Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)           Time Goal.   Shares not previously vested or forfeited
shall become fully vested at the close of business on the eighth anniversary of
the date of this Agreement.


 


6.     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 stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.     Taxes.  The Company may pay or withhold the
amount of any tax attributable to any Shares deliverable under this Agreement
or dividends payable thereon, and the Company may defer making delivery or
payment until it is indemnified to its satisfaction for that tax.


 


8.     Compliance
with Laws.  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 shares are
listed at any time.  Shares may not be
issued under this Agreement until the Company has obtained the consent or
approval of every regulatory body having jurisdiction over such matters as the
Company deems advisable.  Each person or
estate that acquired the right to receive shares by bequest or inheritance may
be required by the Company to furnish reasonable evidence of ownership of the
shares as a condition to their issuance.  
In addition, the Company may require such consents and releases of
taxing authorities as the Company deems advisable.


 


9.     Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.  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 at any time.


 


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


 


2

















 


12.  Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  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.


 


13.  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 telecopy,
addressed as follows: if to the Company, to the Company’s principal office,
Attention: Mr. Rockford O. Kottka, and if to the Grantee 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 telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this
Section 13.


 


 


IN WITNESS WHEREOF, the Grantee 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print name:  Paul
  S. Fisher

  
					



 


3

















 


CENTERPOINT PROPERTIES TRUST


2003 OMNIBUS
EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE
AGREEMENT


 


THIS RESTRICTED SHARE
AGREEMENT (the “Agreement”) is dated as March 2, 2004 between CenterPoint
Properties Trust, a Maryland real estate investment trust (the “Company”), and John
S. Gates Jr. (the “Grantee”).


 


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 a grant of Restricted Shares made
in accordance with the terms of the Plan. 
In this Agreement, “Restricted Shares” means shares granted pursuant to
this Agreement or other securities resulting from an adjustment under
Section 1.5 and 6.2 of the 2003 Plan.


 


The parties agree as
follows:


 


1.     Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 9,420 common shares (the “Shares”) under the terms
and conditions hereof.


 


2.     Share
Price.  The share price of the
Shares is $79.00.


 


3.     Performance Goals.  As defined below in
section 5 (a).


 


4.     Time Goal.  Eight (8) years.


 


5.     Vesting.   Except as otherwise provided in the
2003 Plan or in this Agreement, the Shares shall become vested as follows:


 


(a)           Achievement
of Performance Goal.  Shares granted and not previously vested or
forfeited shall vest as detailed below: at the close of business on the last
day of a period commencing at least two years after the date of this award and:


 


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 30%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 40%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 50%.


 

















 


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average total
shareholder return for such trading days equals or exceeds 60%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such
determination and (ii) the price of the Shares on the date of this award) and
the denominator of which shall be the price of the Shares on the date of this
award.


 


(b)           Change of
Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)           Time Goal.   Shares not previously vested or forfeited
shall become fully vested at the close of business on the eighth anniversary of
the date of this Agreement.


 


6.     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 stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.     Taxes.  The Company may pay or withhold the
amount of any tax attributable to any Shares deliverable under this Agreement
or dividends payable thereon, and the Company may defer making delivery or
payment until it is indemnified to its satisfaction for that tax.


 


8.     Compliance
with Laws.  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 shares are
listed at any time.  Shares may not be
issued under this Agreement until the Company has obtained the consent or
approval of every regulatory body having jurisdiction over such matters as the
Company deems advisable.  Each person or
estate that acquired the right to receive shares by bequest or inheritance may
be required by the Company to furnish reasonable evidence of ownership of the
shares as a condition to their issuance.  
In addition, the Company may require such consents and releases of
taxing authorities as the Company deems advisable.


 


9.     Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.  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 at any time.


 


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


 


2

















 


12.  Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  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.


 


13.  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 telecopy,
addressed as follows: if to the Company, to the Company’s principal office,
Attention: Mr. Rockford O. Kottka, and if to the Grantee 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 telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this
Section 13.


 


 


IN WITNESS WHEREOF, the Grantee 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print name:  John
  S. Gates Jr.

  
					



 


3

















 


CENTERPOINT PROPERTIES TRUST


2003 OMNIBUS
EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE
AGREEMENT


 


THIS RESTRICTED SHARE
AGREEMENT (the “Agreement”) is dated as March 2, 2004 between CenterPoint
Properties Trust, a Maryland real estate investment trust (the “Company”), and Rockford
O. Kottka (the “Grantee”).


 


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 a grant of Restricted Shares made
in accordance with the terms of the Plan. 
In this Agreement, “Restricted Shares” means shares granted pursuant to
this Agreement or other securities resulting from an adjustment under
Section 1.5 and 6.2 of the 2003 Plan.


 


The parties agree as
follows:


 


1.     Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 2,744 common shares (the “Shares”) under the terms
and conditions hereof.


 


2.     Share
Price.  The share price of the
Shares is $79.00.


 


3.     Performance Goals.  As defined below in
section 5 (a).


 


4.     Time Goal.  Eight (8) years.


 


5.     Vesting.   Except as otherwise provided in the
2003 Plan or in this Agreement, the Shares shall become vested as follows:


 


(a)           Achievement
of Performance Goal.  Shares granted and not previously vested or
forfeited shall vest as detailed below: at the close of business on the last
day of a period commencing at least two years after the date of this award and:


 


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 30%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 40%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 50%.


 

















 


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 60%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such
determination and (ii) the price of the Shares on the date of this award) and
the denominator of which shall be the price of the Shares on the date of this
award.


 


(b)           Change of
Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)           Time Goal.   Shares not previously vested or forfeited
shall become fully vested at the close of business on the eighth anniversary of
the date of this Agreement.


 


6.     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 stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.     Taxes.  The Company may pay or withhold the
amount of any tax attributable to any Shares deliverable under this Agreement
or dividends payable thereon, and the Company may defer making delivery or
payment until it is indemnified to its satisfaction for that tax.


 


8.     Compliance
with Laws.  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 shares are
listed at any time.  Shares may not be
issued under this Agreement until the Company has obtained the consent or
approval of every regulatory body having jurisdiction over such matters as the
Company deems advisable.  Each person or
estate that acquired the right to receive shares by bequest or inheritance may
be required by the Company to furnish reasonable evidence of ownership of the
shares as a condition to their issuance.  
In addition, the Company may require such consents and releases of
taxing authorities as the Company deems advisable.


 


9.     Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.  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 at any time.


 


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


 


2

















 


12.  Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  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.


 


13.  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 telecopy,
addressed as follows: if to the Company, to the Company’s principal office,
Attention: Mr. Rockford O. Kottka, and if to the Grantee 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 telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this
Section 13.


 


 


IN WITNESS WHEREOF, the Grantee 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print name:  Rockford
  O. Kottka

  
					



 


3

















 


CENTERPOINT PROPERTIES TRUST


2003 OMNIBUS
EMPLOYEE RETENTION AND INCENTIVE PLAN


 


RESTRICTED SHARE AGREEMENT


 


THIS RESTRICTED SHARE
AGREEMENT (the “Agreement”) is dated as March 2, 2004 between CenterPoint
Properties Trust, a Maryland real estate investment trust (the “Company”), and Michael
M. Mullen (the “Grantee”).


 


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 a grant of Restricted Shares made
in accordance with the terms of the Plan. 
In this Agreement, “Restricted Shares” means shares granted pursuant to
this Agreement or other securities resulting from an adjustment under
Section 1.5 and 6.2 of the 2003 Plan.


 


The parties agree as
follows:


 


1.     Grant
of Restricted Shares.  The Company
hereby grants to the Grantee 6,750 common shares (the “Shares”) under the terms
and conditions hereof.


 


2.     Share
Price.  The share price of the
Shares is $79.00.


 


3.     Performance Goals.  As defined below in
section 5 (a).


 


4.     Time Goal.  Eight (8) years.


 


5.     Vesting.   Except as otherwise provided in the
2003 Plan or in this Agreement, the Shares shall become vested as follows:


 


(a)           Achievement
of Performance Goal.  Shares granted and not previously vested or
forfeited shall vest as detailed below: at the close of business on the last
day of a period commencing at least two years after the date of this award and:


 


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 30%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 40%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 50%.


 

















 


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 60%.


•      20% of the shares – At the close of business
on the last day of a period commencing at least two years after the date of
this award and including 60 consecutive trading days such that the average
total shareholder return for such trading days equals or exceeds 70%.


 


Total shareholder return
means, with respect to each award, a fraction the numerator of which shall be
the cumulative share price appreciation (the difference between (i) the share
price of the Company’s common shares on the date of any determination thereof
plus the aggregate amount of cash distributions per share for the period
commencing on the date of this award and ending on the date of any such
determination and (ii) the price of the Shares on the date of this award) and
the denominator of which shall be the price of the Shares on the date of this
award.


 


(b)           Change of
Control.  Shares not
previously vested or forfeited shall become fully vested upon a Change of
Control as defined in the 2003 Plan.


 


(c)           Time Goal.   Shares not previously vested or forfeited shall become fully
vested at the close of business on the eighth anniversary of the date of this
Agreement.


 


6.     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 stock,
including preferred stock or options therefore, to dissolve or liquidate, or to
sell or transfer any part of its assets or business.


 


7.     Taxes.  The Company may pay or withhold the
amount of any tax attributable to any Shares deliverable under this Agreement
or dividends payable thereon, and the Company may defer making delivery or
payment until it is indemnified to its satisfaction for that tax.


 


8.     Compliance
with Laws.  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 shares are
listed at any time.  Shares may not be
issued under this Agreement until the Company has obtained the consent or
approval of every regulatory body having jurisdiction over such matters as the
Company deems advisable.  Each person or
estate that acquired the right to receive shares by bequest or inheritance may
be required by the Company to furnish reasonable evidence of ownership of the
shares as a condition to their issuance.  
In addition, the Company may require such consents and releases of taxing
authorities as the Company deems advisable.


 


9.     Stock
Legends.  Any certificate issued to
evidence the Shares issued shall bear such legends and statements as the
Company deems advisable to assure compliance with all federal and state laws
and regulations.


 


10.  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 at any time.


 


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


 


2

















 


12.  Miscellaneous.  This Agreement is subject to and controlled
by the 2003 Plan.  In the case of any
inconsistency between this Agreement and the 2003 Plan, the terms of the 2003
Plan shall govern.  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.


 


13.  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 telecopy,
addressed as follows: if to the Company, to the Company’s principal office,
Attention: Mr. Rockford O. Kottka, and if to the Grantee 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 telecopy shall be deemed to have been given
when it is so transmitted and the appropriate confirmation is received.  A party may change its address for record
purposes by giving notice in accordance with the provisions of this
Section 13.


 


 


IN WITNESS WHEREOF, the Grantee 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Print name:  Michael
  M. Mullen

  
					



 


3