DAVID P. DRAFT

                              EMPLOYMENT AGREEMENT



     This Employment Agreement (this "Agreement"), is made and entered into as

of the 25th day of March, 2002 (the "Effective Date"), by and between First

Industrial Realty Trust, Inc., a Maryland corporation (the "Employer"), and

David P. Draft (the "Executive").



                                    RECITALS



     A. The Employer desires to employ the Executive as an officer of the

Employer for a specified term.



     B. The Executive is willing to accept such employment, upon the terms and

conditions hereinafter set forth.



     NOW, THEREFORE, in consideration of the premises and of the covenants and

agreements hereinafter contained, it is covenanted and agreed by and between the

parties hereto as follows:



                                   AGREEMENTS



     1. POSITION AND DUTIES. The Employer hereby employs the Executive as

Executive Vice President-Operations of the Employer, or in such other comparable

or other capacity as shall be mutually agreed between the Employer and the

Executive by amendment of this Agreement. During the period of the Executive's

employment hereunder, the Executive shall devote his best efforts and full

business time (excluding any periods of disability, vacation, sick leave or

other leave to which the Executive is entitled), energy, skills and attention to

the business and affairs of the Employer, on an exclusive basis. The Executive's

duties and authority shall consist of and include all duties and authority

customarily performed and held by persons holding equivalent positions with real

estate investment trusts ("REIT's") similar in nature and size to the Employer,

as such duties and authority are reasonably defined, modified and delegated from

time to time by the Chief Investment Officer of the Employer (the "CIO"). The

Executive shall have the powers necessary to perform the duties assigned to him,

and shall be provided such supporting services, staff, secretarial and other

assistance, office space and accouterments as shall be reasonably necessary and

appropriate in light of such assigned duties, as determined by the CEO, but in

any event shall be no less favorable to the Executive than such supporting

services, assistance, office space and accouterments provided to other Senior

Headquarters Executives (as defined in Section 2(c) below) of the Employer.



     2. COMPENSATION. As compensation for the services to be provided by the

Executive hereunder, the Executive shall receive the following compensation and

other benefits:







                                       1

{PAGE}





          (a) BASE SALARY. The Executive shall receive a minimum aggregate

annual "Base Salary" at the rate of Two Hundred and Seventy-eight Thousand

Dollars ($278,000) per annum, payable in periodic installments in accordance

with the regular payroll practices of the Employer. Such Base Salary shall,

during the term hereof, be subject to discretionary increase (but not decrease),

on an annual fiscal year basis, as recommended by the CEO and approved by the

Compensation Committee of the Board of Directors of the Employer (the

"Compensation Committee"), in accordance with the Employer's compensation

policies, as they may be established from time to time. After any such increase,

"Base Salary" shall refer to the increased amount and shall not thereafter be

reduced.



          (b) PERFORMANCE BONUS. The Executive may receive an annual

"Performance Bonus," payable within sixty (60) days after the end of the fiscal

year of the Employer. The amount (if any) of and the form of the entitlements

(i.e., cash, equity-based awards, or a combination of cash and equity-based

awards) comprising any annual Performance Bonus shall be as recommended by the

CEO and approved by the Compensation Committee in its sole discretion; shall not

be subject to any minimum or guaranteed amount; and shall be generally based on

a combination of company-wide and individual performance criteria. The

Executive's "Maximum Bonus Percentages" and "Maximum Performance Bonus" are set

forth in Exhibit A to this Agreement and the Executive's "Maximum Cash

Performance Bonus" for any fiscal year shall be his Base Salary for such year

multiplied by the Maximum Bonus Percentage for the Cash Bonus Component of the

Performance Bonus as set forth in Exhibit A. Prior to January 1 of each calendar

year, the Executive shall provide the CEO with a written "Personal Achievement

Plan" that sets forth the Executive's individual performance goals for such

calendar year, which goals shall reflect and be consistent with the Employer's

then-current business plan. Whether all or any of the individual elements of the

Executive's Personal Achievement Plan are achieved during the year shall guide,

but shall not bind, the CEO in making his recommendation of the amount of the

Executive's Performance Bonus. For purposes of this Agreement, the term "Cash

Performance Bonus" shall mean that component of the Performance Bonus paid or

payable in cash.



          (c) BENEFITS. The Executive shall be entitled to participate in all

plans and benefits that may be from time to time accorded to all, and not simply

any one of, the Executive, the Employer's Chief Financial Officer, and the

Employer's Chief Investment Officer (collectively, the "Senior Headquarters

Executives") and shall receive supplemental life and disability insurance

coverages comparable (as a percentage of Base Salary) to those received by the

CEO, all as determined from time to time by the CEO and approved (if necessary)

by the Compensation Committee of the Board. In addition to the foregoing

perquisites, plans and benefits, commencing in fiscal 2002, the Executive shall

receive an annual allowance of two thousand seven hundred and fifty-six dollars

($2,756) for personal financial planning and personal income tax preparation,

which allowance shall (i) be paid no later than March 30 of each year and (ii)

increase five percent (5%) per annum (on a compounded basis), commencing as of

the allowance payment due on or before March 30, 2003.



          (d) VACATIONS. The Executive shall be entitled to annual vacations in

accordance with the vacation policy of the Employer, which vacations shall be

taken at a time or







                                       2

{PAGE}



times mutually agreeable to the Employer and the Executive; provided, however,

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC