STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is dated as of May 15, 1998
between CENTERPOINT PROPERTIES TRUST, a Maryland real estate investment trust
(the "Company"), and XXXXXX X. XXXXXXXX (the "Optionee").
The parties agree as follows:
1. GRANT OF OPTION. In recognition of the outstanding service to the Company
performed by the Optionee as a trustee of the Company for the past four
years and in addition to the options granted to Optionee under the 1993
Stock Option Plan, the Company hereby grants to the Optionee an option (the
"Option") to purchase 12,000 shares of the Company's Common Shares of
Beneficial Interest, $.001 par value per share (the "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.
3. PRICE. The price of each share purchased by exercise of the Option is
$34.375.
4. PARTIAL EXERCISE. The Option, to the extent exercisable under Section 5
hereof, 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) The Option shall be fully vested at the time of the award.
(b) If it has not been previously terminated pursuant to the terms of this
Agreement, the Option shall terminate at the close of business on the
day before the tenth anniversary of the date of this Agreement.
(c) Notwithstanding the foregoing, the Option shall terminate upon the
dissolution of the Company.
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 not intended that the Option shall qualify as an
"incentive stock option" as described in section 422 of the Internal
Revenue Code of 1986, as amended.
8. RIGHTS OF SHAREHOLDER. No person, estate, or other entity will have the
rights of a shareholder with respect to Shares subject to the Options 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 other changes in its right to
recapitalize, reorganize or consolidate, issue bonds, notes or stock,
including preferred stock or options therefor, to dissolve or liquidate, or
to sell or transfer any part of its assets or business.
10. CHANGES IN CAPITALIZATION.
(a) In the event that:
(i) The outstanding Common Shares are exchanged, in connection
with a merger or consolidation of the Company or a sale by the Company of
all or a part of its assets, for a different number or class of shares of
beneficial interest or other securities of the Company or for shares of
stock or other securities of any other corporation;
(ii) A recapitalization, split-up or combination of Common shares
is effected;
(iii) New, different or additional shares or other securities of the
Company or of another corporation are received by the holders of Common
Shares, in respect of their ownership of Common Shares; or
(iv) Any stock dividend is made to the holders of Common Shares;
(b) Then the Board of Trustees of the Company or the Compensation
Committee designated by the Board of Trustees (hereinafter referred to
collectively as the "Committee") shall make the appropriate adjustment to:
(i) The number and class of shares or other securities that may be
issued pursuant to exercise of Options;
(ii) The purchase price to be paid per share under outstanding
Options, and/or
(iii) The number of shares covered by each outstanding Option.
11. TAXES. The Company, if necessary or desirable, 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.
12. STOCK 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. ASSIGNABILITY. The Option shall not be transferable other than by will or
the laws of descent and distribution. During the Optionee's lifetime, the
Option shall be exercisable only by the Optionee, except as otherwise
provided herein. The Option shall be transferable, on the Optionee's
death, to the Optionee's estate and shall be exercisable, during the
Optionee's lifetime, by the Optionee's guardian or legal representative.
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14. TRANSFERABILITY.
(a) IN GENERAL. No Common Shares acquired pursuant to the exercise of an
Option may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated until six months from the date of exercise
of the Option.
(b) SECURITIES LAWS RESTRICTIONS. The Company may impose such other
restrictions on any shares issued pursuant to the exercise of Options
hereunder as it may deem advisable including, but not limited to,
restrictions intended to achieve compliance with the Securities Act of
1933, as amended, with the requirements of any stock exchange upon
which the Common Shares is then listed, and with any Blue Sky or state
securities laws applicable to such Common Shares. If at any time the
Committee shall determine, in its discretion, that the listing,
registration or qualification of any of the shares to be issued upon
the exercise of the Options on any securities exchange or under any
state or Federal law, or the consent or approval of any governmental
or regulatory body, is necessary or desirable as a condition of or in
connection with the issuance of shares hereunder, then no exercise of
Options may be made unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any
conditions not acceptable to the Committee. The Committee may require
the Optionee to make such representations and furnish such information
as it may consider appropriate in connection with the issuance or
delivery of any shares in compliance with applicable law and shall
have the authority to cause the Company at its expense to take any
action related to the this Agreement which may be required in
connection with such listing, registration, qualification, consent or
approval.
(c) REGISTRATION STATEMENT. If a registration statement is not in effect
under the Securities Act of 1933 or any applicable state securities
laws with respect to the Common Shares at the time of exercise of the
Options, the Company may require the Optionee to represent, in
writing, that the shares received are being acquired for investment
and not with a view to distribution and agree that the shares will not
be disposed of except pursuant to an effective registration statement,
unless the Company shall have received an opinion of counsel that such
disposition is exempt from such requirement under the Securities Act
of 1933 and any applicable state securities laws. The Company shall
include on certificates representing shares delivered pursuant to this
Agreement such legends referring to the foregoing representations or
restrictions and any other applicable restrictions on resale as the
Committee, in its discretion, shall deem appropriate.
15. NO RIGHT OF EMPLOYMENT. Nothing in this Agreement shall confer any right
on an Optionee to become an employee of the Company.
16. 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.
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17. CHOICE OF LAW. The validity, interpretation and administration of this
Agreement and of any rules, regulation, determinations or decisions made
thereunder, and the rights of any and all persons having or claiming to
have any interest therein or thereunder, shall be determined exclusively in
accordance with the laws of the State of Illinois. Without limiting the
generality of the foregoing, the period within which any action in
connection with this Agreement must be commenced shall be governed by the
laws of the State of Illinois without regard to the place where the act or
omission complained of took place, the residence or any party to such
action or the place where the action may be brought.
18. MISCELLANEOUS. 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.
19. 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
answerback is received. A party may change its address for the purpose
hereof by giving notice in accordance with the provisions of this Section
19.
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IN WITNESS WHEREOF, the Optionee and the Company have executed this
Agreement as of the date first written above.
CENTERPOINT PROPERTIES TRUST
By:
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Xxxx X. Xxxxx, Xx.,
President and Chief Executive Officer
OPTIONEE
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Xxxxxx X. Xxxxxxxx
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