EXHIBIT 10.52
THIRD AMENDMENT
CENTERPOINT PROPERTIES TRUST
1993 STOCK OPTION PLAN
The CenterPoint Properties 1993 Stock Option Plan (as amended, the "Plan") is
hereby amended to provide for the vesting of stock options granted under the
Plan upon a change of control (as defined herein).
ARTICLE 1
A new Section 7.6 is hereby added to the Plan, to read as follows:
7.6 VESTING UPON A CHANGE OF CONTROL. Notwithstanding anything to
the contrary contained in any Stock Option Agreement, all Options
heretofore or hereafter granted pursuant to the Plan which have
not previously become exercisable shall become exercisable upon
the occurrence of a Change of Control (as defined below).
As used herein, "Change of Control" means the occurrence of any
of the following events:
(A) Any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (a "Person") acquires
beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%) or
more of the then outstanding voting securities of the Company;
provided, however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly
from the Company (excluding an acquisition by virtue of the
exercise of a conversion rights), (ii) any acquisition by the
Company or (iii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company; or
(B) Individuals who, as of the date hereof, constitute the
Board of Trustees of the Company (the "Incumbent Board") cease
for any reason to constitute at least a majority of the Board of
Trustees of the Company; provided, however, that any individual
becoming a trustee subsequent to the date hereof whose nomination
for election by the Company's shareholders was approved by a vote
of at least a majority of the trustees then comprising the
Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, unless such individual's
initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in
Rule 14a-
11 of Regulation 14A promulgated under the Exchange Act)
or other actual or threatened solicitation of proxies or consents
by or on behalf of a person other than the Board of Trustees; or
(C) The shareholders of the Company approve a
reorganization, merger or consolidation, unless, following such
reorganization, merger or consolidation, (i) more than sixty
percent (60%) of the then outstanding shares of common shares of
the entity resulting from such reorganization, merger or
consolidation and the combined voting power of the then
outstanding voting securities of such entity entitled to vote
generally in the election of directors or trustees, as the case
may be, is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were
the beneficial owners of the outstanding Common Shares of the
Company immediately prior to such reorganization, merger or
consolidation in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger or
consolidation, of the outstanding Common Shares of the Company,
(ii) no Person (excluding the Company, any employee benefit plan
or related trust of the Company or such corporation resulting
from such reorganization, merger or consolidation and any Person
beneficially owning, immediately prior to such reorganization,
merger or consolidation, directly or indirectly, twenty percent
(20%) or more of the Common Shares of the Company) beneficially
owns, directly or indirectly, twenty percent (20%) or more of the
then outstanding shares of common stock of the entity resulting
from such reorganization, merger or consolidation and (iii) at
least a majority of the members of the board of directors or
trustees, as the case may be, of the entity resulting from such
reorganization, merger or consolidation were members of the
Incumbent Board at the time of the execution of the initial
agreement providing for such reorganization, merger or
consolidation; or
(D) The shareholders of the Company approve (i) a complete
liquidation or dissolution of the Company or (ii) the sale or
other disposition of all or substantially all of the assets of
the Company.
Notwithstanding anything contained in this Plan to the contrary,
if a Grantee's employment is terminated before a "Change of
Control" as defined in this Section 7.6 and the Grantee
reasonably demonstrates that such termination was at the request
of a third party who has indicated an intention or taken steps
reasonably calculated to effect a Change of Control and who
effectuates a Change of Control, then for all purposes of this
Plan, the date of a Change of Control with respect to such
Grantee shall mean the date immediately prior to the date of such
termination of the Grantee's employment.
ARTICLE 2
This amendment is effective as of the date of adoption by the Board.