CATELLUS DEVELOPMENT CORPORATION RESTRICTED STOCK AWARD AGREEMENT 2003 PERFORMANCE AWARD PLAN

Exhibit 10.25

CATELLUS DEVELOPMENT CORPORATION

RESTRICTED STOCK AWARD AGREEMENT

2003 PERFORMANCE AWARD PLAN

This Restricted Stock Award Agreement (this “Agreement” ) is entered into as of the Award Date set forth above by and between the employee named above (the “Participant” ) and Catellus Development Corporation ( “Catellus” ) under the Catellus Development Corporation 2003 Performance Award Plan (such plan, as amended from time to time, shall be referred to herein as the “2003 Plan” ).

WITNESSETH

WHEREAS , pursuant to the terms of the 2003 Plan, Catellus has granted to the Participant, with respect to services rendered and to be rendered to Catellus, a restricted stock award (the “Restricted Stock Award” or “Award” ), upon the terms and conditions set forth herein and in the 2003 Plan.

NOW THEREFORE , in consideration of services rendered by the Participant and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:

Capitalized terms used herein and not otherwise defined herein shall have the same meaning as defined in the 2003 Plan.

Subject to the terms of this Agreement and the 2003 Plan, Catellus grants to the Participant a Restricted Stock Award with respect to an aggregate number of shares of its Common Stock, par value $.01 per share (the “ Restricted Stock ”) set forth above.

This Award shall vest, and restrictions shall lapse, as set forth in the vesting schedule above, subject to earlier termination as provided herein or in the 2003 Plan. A Change of Control will not accelerate vesting of this Award unless otherwise provided in the Participant’s memorandum of understanding or employment agreement with Catellus or a Subsidiary.

The vesting schedule requires continued service through each applicable vesting date as a condition to the vesting of the applicable installment and rights and benefits under this Agreement. Partial service, even if substantial, during any vesting period will not entitle the Participant to any proportionate vesting or avoid or mitigate any termination of rights and benefits upon or following a termination of employment.

After the Award Date, the Participant shall be entitled to dividends and voting rights with respect to the shares of Restricted Stock subject to this Award even though such shares are not vested, provided that such rights shall terminate immediately as to any shares of Restricted Stock that cease to be eligible for vesting.

Prior to the time they become vested, neither the shares of Restricted Stock comprising this Award, nor any other rights of the Participant under this Agreement or the 2003 Plan may be assigned or transferred. Notwithstanding the foregoing, upon the divorce of the Participant, shares of Restricted Stock may be transferred to the Participant’s former spouse pursuant to a domestic relations order issued by a court of competent jurisdiction.

(a) Book Entry or Certificated Form; Power of Attorney . Catellus shall issue the shares of Restricted Stock subject to this Award in book entry form, with notations regarding applicable restrictions on transfer, or in certificated form, subject to the requirements set forth in Section 7(b). In either case, such shares shall be registered in the name of the Participant. Concurrent with the execution and delivery of this Agreement, the Participant shall deliver to Catellus an executed stock power, in blank, with respect to such shares. The Participant, by acceptance of this Award, shall be deemed to appoint Catellus and each of its authorized representatives as the Participant’s attorney(s)-in-fact to effect any transfer of unvested forfeited shares (or shares otherwise reacquired by Catellus hereunder) to Catellus as may be required pursuant to the 2003 Plan or this Agreement and to execute such documents as Catellus or such representatives deem necessary or advisable in connection with any such transfer.

(b) Certificates to Be Held by Catellus; Legend . Any certificates representing Restricted Stock that the Participant may be entitled to receive from Catellus prior to vesting shall be redelivered to Catellus to be held by Catellus until the restrictions on such shares shall

2

have lapsed and the shares shall thereby have become vested or the shares represented thereby have been forfeited hereunder. Such certificates shall bear the following legend:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions contained in an Agreement entered into between the registered owner and Catellus Development Corporation. A copy of such Agreement is on file in the office of the Secretary of Catellus Development Corporation, 201 Mission Street, Second Floor, San Francisco, California 94105.”

(c) Delivery of Certificates upon Vesting . Promptly after the lapse or other release of restrictions, a certificate or certificates evidencing the number of shares of Catellus Stock as to which the restrictions have lapsed or been released or such lesser number as may be permitted pursuant to Section 10 of this Agreement shall be delivered to the Participant. The Participant shall deliver to Catellus any representations or other documents or assurances that Catellus may require to assure compliance with all applicable legal requirements. The shares so delivered shall no longer be restricted shares hereunder.

(a) Forfeiture after Certain Events . The Participant’s shares of Restricted Stock shall be forfeited