Exhibit 10.11
CENTERPOINT PROPERTIES TRUST
DIRECTOR'S STOCK GRANT AGREEMENT
THIS STOCK GRANT AGREEMENT (THE "AGREEMENT") IS DATED AS OF MAY 16, 2002
BETWEEN CENTERPOINT PROPERTIES TRUST, A MARYLAND REAL ESTATE INVESTMENT TRUST
(THE "COMPANY"), AND XXXXXX XXXXXX (THE "GRANTEE").
This Agreement is made pursuant to, and is governed by, the CENTERPOINT
PROPERTIES TRUST 1995 RESTRICTED STOCK INCENTIVE PLAN (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 a grant of stock made in accordance with the terms of the Plan. In
this Agreement, "Shares" means the Company's Common Stock granted pursuant to
this Agreement or other securities resulting from an adjustment under Section
4.3 of the Plan.
The parties agree as follows:
1. GRANT OF STOCK. The Company hereby grants to the Grantee 226 shares of
Common Stock under the terms and conditions hereof.
2. SHARE PRICE. The Share Price of the Shares is $55.25.
3. ASSIGNABILITY. The Shares shall not be transferable other than by will
or the laws of descent and distribution until the later of (a) six months from
the date of this Agreement.
4. VESTING. The Shares shall be fully vested at the time of the award.
5. RIGHTS OF SHAREHOLDER. Except as otherwise provided in the Plan or in
this Agreement, the Grantee shall have rights of a shareholder with respect to
Shares as provided in Article 8 of the Plan.
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 therefor, to dissolve or liquidate, or to sell or
transfer any part of its assets or business.
7. CHANGES IN CAPITALIZATION. Upon the occurrence of an event described
in Section 4.3(a) of the Plan, the Committee shall make the adjustments
specified in Section 4.3(b) of the Plan.
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 Stock 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. 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.
11. CHOICE OF LAW. The provisions of Section 9.7 of the Plan, concerning
choice of law, shall govern this Agreement.
12. 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.
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 telecopier, 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 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 17.
IN WITNESS WHEREOF, 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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Name: Xxxxxx Xxxxxx
