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SEC Filings

JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
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  Thomas C. Theobald. Mr. Theobald has served as a Managing Director at
William Blair Capital Partners since September 1994. From July 1987 to August
1994, Mr. Theobald was Chairman of Continental Bank Corporation. He currently
serves on the board of directors of Xerox Corporation, a manufacturer of
document processing products and systems; Anixter International, a supplier of
electrical apparatus and equipment; Enron Global Power & Pipelines LLC, a
worldwide manager of power plants and natural gas pipelines; Stein Roe Funds,
an income trust fund and investment trust fund manager; LaSalle Income and
Growth Fund, a REIT; and Peregrine Asia Pacific Growth Fund, an investment
fund focused on investments in the Asian pacific region. Mr. Theobald holds an
A.B. degree from the College of the Holy Cross and an M.B.A. degree from
Harvard University.
  The Company's Board of Directors will be divided into three classes, each of
whose members will serve for a staggered three-year term. The board will
consist of three Class I Directors (Messrs. Spoerri, Esler and Cummings),
three Class II Directors (Messrs. Sullivan and Webb and Ms. Galbreath) and
three Class III Directors (Messrs. Scott and Rose and Ms. Thurber). At each
annual meeting of stockholders, a class of directors will be elected for a
three-year term to succeed the directors or director of the same class whose
terms are then expiring. The terms of the Class I Directors, Class II
Directors and Class III Directors will expire upon the election and
qualification of successor directors at the annual meeting of stockholders
held during the calendar years 1998, 1999 and 2000, respectively. Mr. Hartley-
Leonard will become a Class I Director and Mr. Theobald will become a Class
III Director upon completion of the Offering.
  Each officer serves at the discretion of the Board of Directors. There are
no family relationships among any of the directors and executive officers of
the Company.
  Effective upon the closing of the Offering, there will be two committees of
the Board of Directors of the Company: the Audit Committee and the
Compensation Committee. The members of the Audit Committee and the
Compensation Committee will be appointed prior to the closing of the Offering.
The Compensation Committee will review and approve all compensation, including
incentive compensation, for the executive officers of the Company and
administer the 1997 Stock Incentive Plan. The Audit Committee will review the
results and scope of the audit and other services provided by the Company's
independent auditors and will review and evaluate the Company's internal
control functions. The Audit Committee will consist of directors who are
neither officers, employees nor affiliates of the Company.
  Pursuant to the Contribution and Exchange Agreement, as long as Galbreath
Holdings is the beneficial owner of at least ten percent of the Company's
outstanding Common Stock, it shall have the right to nominate one member to
the Board of Directors of the Company. Lizanne Galbreath was the initial
nominee of Galbreath Holdings.
  The Company's directors are not currently compensated. Following the
Offering, each non-employee director will receive an annual retainer of
$25,000, plus $1,000 for attendance at each meeting of the Board of Directors,
the Audit Committee or the Compensation Committee. In connection with the
Offering, each non-employee director will receive an initial grant of options
to purchase 5,000 shares of Common Stock at the initial public offering price.
Each non-employee director elected to the Board of Directors for the first
time thereafter will receive upon such election an initial grant of options to
purchase 5,000 shares of Common Stock at fair market value on the date of
grant. In addition, each non-employee director will receive an annual grant of
options to purchase 1,000 shares for each year during such director's term.
All of the foregoing options shall have a 10 year term and shall vest over a 5
year period, with 20% becoming vested on each anniversary of the date of
grant. In addition, a non-employee director may elect to receive, in lieu of
the annual cash retainer, stock options in an amount equal to the annual cash
retainer, net of the aggregate exercise price of the stock options, divided by
the then current market price of the Common Stock. Such stock options will
have an exercise price of $1.00 per share and an exercise period ending 10
years from December 31st of the year in which the retainer was earned. The
foregoing award of options will be granted automatically under the 1997 Stock
Incentive Plan.

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