EXHIBIT 10.12
CENTERPOINT PROPERTIES TRUST
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is dated as of May 20,
1999 between CenterPoint Properties Trust, a Maryland real estate investment
trust (the "Company"), and Xxxxxx X. Xxxxxxx (the "Optionee").
This Agreement is made pursuant to, and is governed by, the CenterPoint
Properties 1993 Stock Option Plan, as amended (the "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 an
option granted in accordance with the terms of the Plan. In this Agreement,
"shares" means shares of the Company's Common Stock or other securities
resulting from an adjustment under Article 8 of the Plan.
The agreement is as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee an option
(the "Option") to purchase 6,500 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 unemployment of the Optionee with the Company or a Subsidiary
terminates for any reason, the Option shall terminate in accordance
with the provisions of Section 7.2 of the Plan.
3. PRICE. The price of each share purchased by exercise of the Option in
$35.9375.
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) Except as otherwise provided in the 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 date of this Agreement None
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After the first anniversary date of this Agreement One-fifth
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After the second anniversary date of this Agreement Two-fifths
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After the third anniversary date of this Agreement Three-fifths
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After the fourth anniversary date of this Agreement Four-fifths
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After the fifth anniversary date of this Agreement All
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(b) If it has not previously terminated pursuant to the terms of
the 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 stock option" as described in Section 422 of the Internal
Revenue Code of 1986, as amended.
8. RIGHTS OF STOCKHOLDER. 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 therefor, to dissolve or
liquidate, or to sell or transfer any part of its assets or business.
10. CHANGES IN CAPITALIZATION. Upon the occurrence of an event described in
Section 8.1(a) of the Plan, the Committee shall make the adjustments
specified in Section 8.1(b) of the Plan.
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. 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 Stock is 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.
13. 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.
14. 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.
15. 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.
16. CHOICE OF LAW. The provisions of Section 9.6 of the Plan, concerning
choice of law, shall govern this Agreement.
17. MISCELLANEOUS. This Agreement is subject to and controlled by the Plan.
Any inconsistency between this Agreement and said Plan shall be
controlled by the 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.
18. 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 was 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 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 19.
IN WITNESS WHEREOF, the Company has executed this Agreement as of the
date first written above.
CENTERPOINT PROPERTIES TRUST
By:
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Xxxx X. Xxxxx, Xx., President
