FIRST INDUSTRIAL REALTY TRUST, INC. 2001 STOCK INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT [Performance-Based Vesting ? Stock Settled]

Exhibit 10.2

FIRST INDUSTRIAL REALTY TRUST, INC.

2001 STOCK INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT
[Performance-Based Vesting — Stock Settled]

     AGREEMENT, made and entered into as of [_________] , 2009 by and between First Industrial Realty Trust, Inc. (the “ Company ”) and [_________] (the “ Grantee ”).

     WHEREAS, the Company maintains the First Industrial Realty Trust, Inc. 2001 Stock Incentive Plan (the “ Plan ”), which is incorporated into and forms a part of this award agreement (“ Award Agreement ”), and the Grantee has been selected by the Committee administering the Plan to receive an award of Restricted Stock Units under the Plan. Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Plan.

     NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and for other good and valuable consideration, the Company and the Grantee agree as follows:

1. Grant . The Company hereby grants to the Grantee [_________] Restricted Stock Units pursuant to the Plan. Each Restricted Stock Unit represents the right to receive in the future, subject to the terms and conditions set forth in this Award Agreement and the Plan, one (1) share of Stock. The Restricted Stock Units will be credited to the Grantee in an unfunded bookkeeping account established for the Grantee by the Company. The Restricted Stock Units are granted as of the date hereof.

2. Vesting . (a) Subject to Sections 2(b) and 2(c), the Restricted Stock Units shall vest annually upon the achievement of both (x) the applicable service-based condition described in Section 2(a)(ii)(A) (the “ Service Condition ”) and (y) the applicable performance condition described in Section 2(a)(ii)(B) (the “ Performance Condition ”)

     (i) The “Service Condition” shall be deemed to have been achieved as to 25% of the Restricted Stock Units annually on each of June 30, 2010, 2011, 2012 and 2013, so long as the Grantee is employed with the Company on the applicable date (the Restricted Stock Units as to which the Service Condition is deemed to have been achieved on each of the such dates, the “ Tranche A RSUs ,” the “ Tranche B RSUs ,” the “ Tranche C RSUs ” and the “ Tranche D RSUs ,” respectively).

     (ii) The “Performance Condition” shall be deemed to have been achieved as to 25% of each of the Tranche A RSUs, the Tranche B RSUs, the Tranche C RSUs and the Tranche D RSUs upon each of the following dates:

     (A) such date as the Stock shall have maintained a Fair Market Value (as defined in the Plan) of $9 for at least fifteen (15) consecutive trading days at any time during the period commencing on the Effective Date and ending on June 30, 2014;

     (B) such date as the Stock shall have maintained a Fair Market Value of $13 for at least fifteen (15) consecutive trading days at any time during the period commencing on the Effective Date and ending on June 30, 2014;

     (C) such date as the Stock shall have maintained a Fair Market Value of $17 for at least fifteen (15) consecutive trading days at any time during the period commencing on the Effective Date and ending on June 30, 2014; and

     (D) such date as the Stock shall have maintained a Fair Market Value of $21 for at least fifteen (15) consecutive trading days at any time during the period commencing on the Effective Date and ending on June 30, 2014;

provided that, notwithstanding anything in this Award Agreement to the contrary, any unvested Restricted Stock Units as to which the Performance Condition has not been attained by June 30, 2014 shall be forfeited.

By way of example, if the Grantee remains employed on June 30, 2011 and the Stock has maintained a Fair Market Value of $18 for at least fifteen (15) consecutive trading days at any time through that date, then (i) the Service Condition will have been attained as to the Tranche A RSUs and the Tranche B RSUs, and (ii) the Performance Condition will have been attained as to 75% of each of those Tranches.

     (b) Upon the consummation of a Change of Control (as defined in the Plan), each unvested Restricted Stock Unit shall vest in full. Notwithstanding the foregoing, a Change in Control shall require the consummation of one of the events described in Section 15(d)(iii) of the Plan, rather than shareholder approval of one of the events described in Section 15(d)(iii) of the Plan.

     (c) In the event of the termination of the Grantee’s employment with the Company:

     (i) except as provided in paragraph (ii) below, by the Company with or without Cause or by the Grantee for any reason, all unvested Restricted Stock Units shall be immediately forfeited as of Termination of Service; or

     (ii) as a result of Grantee’s death or by the Company due to Grantee’s Disability (as defined in the Plan and where such disability also qualifies as such under the Company’s long-term disability insurance policy, if applicable):

     (A) the applicable Service Condition shall be deemed satisfied as of the Termination of Service to the extent it would have been satisfied if the Grantee had remained employed for 24 months following the Termination of Service, and

     (B) the applicable Performance Condition shall be deemed satisfied when and if the average Fair Market Value of the Stock equals or exceeds the Fair Market Value applicable to the Performance Condition for at least fifteen (15) consecutive trading days at any time through the earlier of (x) the date 24 months following Termination of Service and (y) June 30, 2014;

3. Share Delivery . As soon as practicable following vesting of each Restricted Stock Unit (but in no event later than 60 days following vesting), one (1) share of Stock shall be issued to the Grantee in respect of each such Restricted Stock Unit; provided that

          (a) with respect to each Restricted Stock Unit that vests pursuant to Section 2(b) that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, settlement of such Restricted Stock Unit shall not occur earlier than (i) the consummation of the Change of Control if such Change of Control constitutes a “change in the ownership” of the Company, a “change in effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, as each such term is defined in Treas. Reg. Section 1.409A-3(i)(5) (each, a “ 409A Change in Control Event ”) or (ii) if such Change in Control Event does not constitute a 409A Change in Control Event, the earliest of (A) such time as the Restricted Stock Unit would have been settled pursuant to Section 2 of this Award Agreement had the Change in Control Event not occurred, (B) the Grantee’s death or “disability” (within the meaning of Section 409A of the Code) or (C) within 5 days of the Grantee’s “separation from service” within the meaning of Section 409A of the Code; and

          (b) with respect to each Restricted Stock Unit that vests pursuant to Section 2(c) that constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code, settlement of such Restricted Stock Unit shall not occur earlier than (i) the Grantee’s death or “disability” (within the meaning of Section 409A of the Code) or (ii) within five (5) days of the Grantee’s “separation from service” within the meaning of Section 409A of the Code.

          (c) The Company shall not be obligated to issue shares in certificated form and the Company shall not be obligated to issue any Stock hereunder until all applicable securit