EXHIBIT 10.3
CENTERPOINT PROPERTIES TRUST 2000 OMNIBUS EMPLOYEE RETENTION
AND INCENTIVE PLAN
SHARE OPTION AGREEMENT
THIS SHARE OPTION 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. 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 42,680 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 $
$48.70.
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.
(c) Except as otherwise provided in the 2000 Plan or in this Agreement,
the Option shall become exercisable as follows:
---------------------------------------------------------------------------------------
Time Period Exercisable
---------------------------------------------------------------------------------------
Prior to the first anniversary of the date of this Agreement None
---------------------------------------------------------------------------------------
After the first anniversary of the date of this Agreement One Fifth
---------------------------------------------------------------------------------------
After the second anniversary of the date of this Agreement Two Fifths
---------------------------------------------------------------------------------------
After the third anniversary of the date of this Agreement Three Fifths
---------------------------------------------------------------------------------------
After the fourth anniversary of the date of this Agreement Four fifths
---------------------------------------------------------------------------------------
After the fifth anniversary of the date of this Agreement All
---------------------------------------------------------------------------------------
(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.
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 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 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:
-------------------------------------------
Rockford X. Xxxxxx
Its: Executive Vice President and Treasurer
--------------------------------------
GRANTEE
------------------------------------------
Xxxx X. Xxxxxx
