EXHIBIT 10.4
CENTERPOINT PROPERTIES TRUST
STOCK GRANT AGREEMENT
THIS STOCK GRANT AGREEMENT (THE "AGREEMENT") IS DATED AS OF MARCH 8, 2000
BETWEEN CENTERPOINT PROPERTIES TRUST, A MARYLAND REAL ESTATE INVESTMENT TRUST
(THE "COMPANY"), AND ROCKFORD 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 4,817 shares of
Common Stock under the terms and conditions hereof.
2. SHARE PRICE. The Share Price of the Shares is $34.9375.
3. PERFORMANCE TARGET. The Performance Target for the Shares is 60%.
4. 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, and (b) the date the shares become vested.
5. VESTING. Except as otherwise provided in the Plan or in this Agreement, the
Shares shall become vested as follows:
(a) DEATH, DISABILITY OR RETIREMENT. Upon the occurrence of (i) retirement
of the Grantee on or after the date the Grantee attained age 65, (ii)
termination of employment of the Grantee due to disability, or (iii)
death of the Grantee, Shares not previously vested or forfeited shall
become partially vested in accordance with the provisions of Section
7.2(b) of the Plan.
(b) ACHIEVEMENT OF PERFORMANCE TARGET. Shares not previously vested or
forfeited shall become vested upon the achievement of the performance
target in accordance with the provisions of Section 7.2(b) of the
Plan.
(c) CHANGE OF CONTROL. Shares not previously vested or forfeited shall
become fully vested upon a Change of Control as defined in the Plan.
(d) LAPSE DATE. Shares not previously vested or forfeited shall become
fully vested at the close of business on the eighth anniversary of the
date of this Agreement.
6. FORFEITURES. Upon termination of employment other than as described in
Paragraph 5(a) above, the Grantee shall forfeit all Shares not previously
vested or forfeited.
7. 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.
8. 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.
9. 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.
10. TAXES. The Company, if necessary or desirable, may pay or withhold the
amount of any tax attributable to any Shares deliverable under this
Agreement or dividends payable thereon, and the Company may defer making
delivery or payment until it is indemnified to its satisfaction for that
tax.
11. 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.
12. 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.
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 AGREEMENT. The Company may alter, amend, or terminate the
Agreement only with the Grantee's consent, except for adjustments expressly
provided by this Agreement.
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15. CHOICE OF LAW. The provisions of Section 9.7 of the Plan, concerning choice
of law, shall govern this Agreement.
16. 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.
17. 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 Grantee and the Company has executed this
Agreement as of the date first written above.
CENTERPOINT PROPERTIES TRUST
By:
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Its: Senior Vice President and Treasurer
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GRANTEE
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Print name: Rockford X. Xxxxxx
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