EXHIBIT 10.8
CENTERPOINT PROPERTIES TRUST 2000 OMNIBUS EMPLOYEE
RETENTION AND INCENTIVE PLAN
SHARE OPTION AGREEMENT
THIS SHARE OPTION AGREEMENT (the "Agreement") is dated as of
February 21, 2001 between CenterPoint Properties Trust, a Maryland real
estate investment trust (the "Company"), and Xxxx X. Xxxxxx (the
"Optionee").
This Agreement is made pursuant to, and is governed by, the
CENTERPOINT PROPERTIES TRUST 2000 OMNIBUS EMPLOYEE RETENTION AND INCENTIVE
PLAN (the "2000 Plan"). Capitalized terms not otherwise defined herein
shall have the meanings set forth in the 2000 Plan. The purpose of this
Agreement is to establish a written agreement evidencing an option granted
in accordance with the terms of the 2000 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 2000 Plan.
The parties agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee an
option (the "Option") to purchase 75,000 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 2000 Plan.
3. PRICE. The price of each share purchased by exercise of the Option
is $ $45.90.
4. PARTIAL EXERCISE. The Option, to the extent exercisable under this
agreement and the 2000 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 2000 Plan or in this
Agreement, the Option shall become exercisable as follows:
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Time Period Exercisable
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Prior to the first anniversary of the date of this Agreement None
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After the first anniversary of the date of this Agreement One Fifth
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After the second anniversary of the date of this Agreement Two Fifths
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After the third anniversary of the date of this Agreement Three Fifths
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After the fourth anniversary of the date of this Agreement Four fifths
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After the fifth anniversary of the date of this Agreement All
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(b) If it has not previously terminated pursuant to the terms of
the 2000 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 2000 Plan.
8. RIGHTS OF THE SHAREHOLDER. No person, estate, or other entity will
have the rights of a stockholder 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 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. Options are 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 Common Shares are
listed at any time. Options 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.
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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.
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.
15. MISCELLANEOUS. This Agreement is subject to and controlled by
the 2000 Plan. Any inconsistency between this Agreement and said
2000 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.
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 telecopy, 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 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 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: /s/ Rockford X. Xxxxxx
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Rockford X. Xxxxxx
Its: EXECUTIVE VICE PRESIDENT AND
TREASURER
GRANTEE /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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