OF THIS AGREEMENT THE COMPANY SHALL
BE ENTITLED, IN ADDITION TO ANY OTHER RIGHTS AND REMEDIES THAT IT MAY HAVE,
INCLUDING MONEY DAMAGES, TO APPLY TO ANY COURT OF LAW OR EQUITY OF COMPETENT
JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE OR OTHER RELIEF IN ORDER
TO ENFORCE OR PREVENT ANY CONTINUING VIOLATION OF THE PROVISIONS HEREOF.
THEREFORE, IF THE COMPANY SHALL INSTITUTE ANY ACTION OR PROCEEDING TO ENFORCE
THE PROVISIONS OF THIS AGREEMENT AGAINST EXECUTIVE, EXECUTIVE HEREBY WAIVES THE
CLAIM OR DEFENSE THAT THERE IS AN ADEQUATE REMEDY AT LAW AND AGREES IN ANY SUCH
ACTION OR PROCEEDING NOT TO INTERPOSE THE CLAIM OR DEFENSE THAT SUCH REMEDY
EXISTS AT LAW.
THE PARTIES HEREBY SPECIFICALLY AFFIRM THE APPROPRIATENESS OF
INJUNCTIVE OR OTHER EQUITABLE RELIEF IN ANY SUCH ACTION.
ASSIGNMENT.
ASSIGNMENT BY THE COMPANY.
THIS AGREEMENT SHALL BE BINDING UPON, AND SHALL INURE TO THE BENEFIT OF, THE
COMPANY AND ITS SUCCESSORS.
ANY SUCH SUCCESSOR SHALL BE DEEMED TO BE THE
COMPANY FOR ALL PURPOSES OF THIS AGREEMENT.
AS USED IN THIS AGREEMENT, THE TERM
"SUCCESSOR" SHALL MEAN ANY SURVIVING CORPORATION IN A MERGER OR CONSOLIDATION,
OR ANY PERSON, CORPORATION, PARTNERSHIP, OR OTHER BUSINESS ENTITY
WHICH, WHETHER BY PURCHASE OR OTHERWISE, ACQUIRES ALL OR SUBSTANTIALLY ALL OF
THE ASSETS OF THE COMPANY.
NOTWITHSTANDING SUCH ASSIGNMENT, THE COMPANY SHALL
REMAIN, WITH SUCH SUCCESSOR, JOINTLY AND SEVERALLY LIABLE FOR ALL ITS
OBLIGATIONS HEREUNDER.
THE COMPANY SHALL REQUIRE ANY SUCCESSOR TO ASSUME EXPRESSLY AND AGREE TO PERFORM
THIS AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD
BE REQUIRED TO PERFORM IF NO SUCH SUCCESSION WERE TO TAKE PLACE.
EXCEPT AS PROVIDED IN THIS SECTION 13, THIS AGREEMENT MAY NOT BE ASSIGNED BY THE
COMPANY.
EXECUTIVE'S SUCCESSORS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
ENFORCEABLE BY EXECUTIVE'S PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, AND
ADMINISTRATORS, SUCCESSORS, HEIRS, DISTRIBUTEES, DEVISEES, AND LEGATEES. IF
EXECUTIVE SHOULD DIE WHILE ANY AMOUNTS PAYABLE TO EXECUTIVE UNDER THIS AGREEMENT
REMAIN OUTSTANDING, ALL SUCH AMOUNTS, UNLESS OTHERWISE PROVIDED HEREIN, SHALL BE
PAID TO EXECUTIVE'S ESTATE.
NOTICES.
ALL NOTICES REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS AGREEMENT
SHALL BE IN WRITING, SIGNED BY THE PARTY GIVING NOTICE, AND SENT BY PERSONAL
MESSENGER, FACSIMILE, OVERNIGHT MAIL OR DEPOSITED, POSTAGE PREPAID, CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, IN THE UNITED STATES MAIL, AND ADDRESSED, IF TO
EXECUTIVE AS FOLLOWS:
John S. Gates, Jr.
568 Hawthorne Place
Chicago, IL 60657
And, if to the Company as follows:
CenterPoint Properties Trust
Attn: Daniel J. Hemmer
1808 Swift Road
Oak Brook, IL 60523-1501
Facsimile: 630-586-8010
Notices sent by personal messenger, facsimile, regular mail and overnight mail
shall be deemed received upon delivery of same.
ENTIRE AGREEMENT.
THIS AGREEMENT SUPERSEDES ANY PRIOR AGREEMENT OR
UNDERSTANDING, ORAL OR WRITTEN, BETWEEN EXECUTIVE AND THE COMPANY, WITH RESPECT
TO THE SUBJECT MATTER HEREOF AND CONSTITUTES THE ENTIRE AGREEMENT OF THE PARTIES
WITH RESPECT THERETO.
GOVERNING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE