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Share Option Agreement

 

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Title:

Share Option Agreement

Entities:

CenterPoint Properties Trust

Date:

2005

Size:

37KB total

Price:

$33

ID:

#1217352

 

 


► Real Estate ► Real Estate Investment Trusts

 

 

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CENTERPOINT PROPERTIES TRUST 2003 OMNIBUS
EMPLOYEE RETENTION AND INCENTIVE PLAN

 

SHARE OPTION AGREEMENT

 

THIS SHARE OPTION AGREEMENT (the Agreement) is dated as of March 08, 2005 between CenterPoint Properties Trust, a Maryland real estate investment trust (the Company), and Paul T. Ahern (the Optionee).

 

This Agreement is made pursuant to, and is governed by, the CenterPoint Properties Trust 2003 Omnibus Employee Retention and Incentive Plan (the 2003 Plan).  Capitalized terms not otherwise defined herein shall have the meanings set forth in the 2003 Plan or in the Optionees Employment and Severance Agreement (the Employment Agreement), where indicated.  The purpose of this Agreement is to establish a written agreement evidencing an option granted in accordance with the terms of the 2003 Plan.  In this Agreement, shares means the Companys Common Shares or other securities resulting from an adjustment under Sections 1.5 and 6.2 of the 2003 Plan.

 

The parties agree as follows:

 

1.                                      Grant of Option.  The Company hereby grants to the Optionee an option (the Option) to purchase 136,850 shares under the terms and conditions hereof.

 

2.                                      Term.  Except as otherwise provided in this Section 2, the Option becomes exercisable and terminates in accordance with the schedule and provisions set forth in Section 5 hereof.  If the Option vests pursuant to Section 5(b) of this Agreement, however, then the Option shall terminate upon the earlier of 90 days after the Optionees termination date and the date the Option would otherwise expire pursuant to Section 5(c) of this Agreement.

 

3.                                      Price.   The price of each share purchased by exercise of the Option is $$44.99.

 

4.                                      Partial Exercise.  The Option, to the extent exercisable under this agreement and the 2003 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 2003 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)                                 Notwithstanding any provision in the Agreement or the 2003 Plan to the contrary and in accordance with Sections 8(d) and 9(a)(iii) of the Optionees Employment Agreement, if the Optionees employment is terminated pursuant to Section 4(a) or 4(b) thereof, if the Companys Board of Trustees elects not to renew the Optionees Employment Agreement pursuant to Section 3 thereof, or if the Optionee experiences a Qualifying Termination as defined in Section 11 thereof, then the Option granted pursuant to this Agreement shall fully vest on the Optionees termination date.

 

(c)                                  If it has not previously terminated pursuant to the terms of the 2003 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 2003 Plan.

 

8.                                      Rights of the Shareholder.  No person, estate, or other entity will have the rights of a shareholder with respect to shares subject to the Option until a certificate or certificates for these shares have been delivered to the person exercising the Option.

 


 

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