EXHIBIT 10.12
CENTERPOINT PROPERTIES TRUST
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is dated as of
May 10, 2000 between CenterPoint Properties Trust, a Maryland real
estate investment trust (the "Company"), and Xxxxxxxx X. Xxxxxx (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 parties agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee an
option (the "Option") to purchase 5,000 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 7.2 of the Plan.
3. PRICE. The price of each share purchased by exercise of the
Option is $37.8125.
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 tot he 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 of the date of this Agreement None
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After the first anniversary of the date of this Agreement One-fifth
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After the second anniversary of the date of this Agreement Two-fifths
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After the third anniversary of the date of this Agreement Three-fifths
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After the fourth anniversary of the date of this Agreement Four-fifths
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After the fifth anniversary of the 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
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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. G 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. 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.
16. 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.
17. CHOICE OF LAW. The provisions of Section 9.6 of the Plan,
concerning choice of law, shall govern this Agreement.
18. 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.
19. 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
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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 19.
IN WITNESS WHEREOF, the Optionee and the Company have executed
this Agreement as of the date first written above.
CENTERPOINT PROPERTIES TRUST
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By:
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Xxxx X. Xxxxx, Xx.
Its: President and Chief Financial Officer
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GRANTEE
Printed name: Xxxxxxxx X. Xxxxxx
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