EXHIBIT 10.5
CENTERPOINT PROPERTIES TRUST
2000 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE PLAN
RESTRICTED SHARE AGREEMENT
THIS RESTRICTED SHARE AGREEMENT (the "Agreement") is dated as of January 29,
2002 between CenterPoint Properties Trust, a Maryland real estate investment
trust (the "Company"), and Xxxx X. Xxxxx Xx. (the "Grantee").
This Agreement is made pursuant to, and is governed by, the
CENTERPOINT PROPERTIES TRUST OMNIBUS 2000 EMPLOYEE RETENTION AND INCENTIVE PLAN
(the "2000 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 2000 Plan.
The parties agree as follows:
1. GRANT OF RESTRICTED SHARES. The Company hereby grants to the Grantee 8106
Common Stock under the terms and conditions hereof.
2. SHARE PRICE. The Share Price of the Shares is $48.70.
3. TIME GOAL. Eight (8) years.
4. PERFORMANCE GOAL. 60%.
5. VESTING. Except as otherwise provided in the 2000 Plan or in this Agreement,
the Shares shall become vested as follows:
(a) ACHIEVEMENT OF PERFORMANCE GOAL. All shares granted and not previously
vested or forfeited shall vest 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%.
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 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 to the date of any such
determination and (ii) the share price on the date of this award) the
denominator of which shall be the share price 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 2000 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 other changes in 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 is 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, federal or state, having jurisdiction over
such matters as the Committee deems advisable. Each person or estate that
acquired the right to receive shares by bequest or inheritance may be required
by the Committee to furnish reasonable evidence of ownership of the shares as a
condition to their issuance. In addition, the Committee may require such
consents and releases of taxing authorities as the Committee deems advisable.
9. STOCK LEGENDS. Any certificate issued to evidence Shares issued pursuant to
this Agreement shall bear such legends and statements as the Committee 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's employment at any
time.
11. AMENDMENT OF AGREEMENT. The Company may alter, amend, or terminate the
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 2000 Plan.
Any inconsistency between this Agreement and said Plan shall be controlled by
the 2000 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.
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, 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 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 13.
IN WITNESS WHEREOF, each of the Grantee and the Company has executed this
Agreement as of the date first written above.
CENTERPOINT PROPERTIES TRUST
By:
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Rockford X. Xxxxxx
Its: Executive Vice President and Treasurer
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GRANTEE
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Print name: Xxxx X. Xxxxx Xx.
