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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997
Entire Document
 
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  The 1997 Stock Incentive Plan is designed to comply with the requirements of
Regulation G (12 C.F.R. (S)207), the requirements for "performance-based
compensation" under Section 162(m) of the Code and the conditions for
exemption from the short-swing profit recovery rules under Rule 16b-3 of the
Securities Exchange Act of 1934 (the "Exchange Act"). The summary that follows
is qualified by reference to the actual terms of the 1997 Stock Incentive
Plan.
 
  The 1997 Stock Incentive Plan provides for the granting of stock options
("Options"), including "incentive stock options" ("ISOs") within the meaning
of Section 422 of the Code and non-qualified stock options. Options granted
under the 1997 Stock Incentive Plan may be accompanied by stock appreciation
rights or limited stock appreciation rights, or both ("Rights"). Rights may
also be granted independently of Options. The 1997 Stock Incentive Plan also
provides for the granting of restricted stock and restricted stock units
("Restricted Awards"), dividend equivalents, performance shares and other
stock- and cash-based awards. Pursuant to the 1997 Stock Incentive Plan,
certain additional options may be granted to non-employee directors (as more
fully described under the heading "Management--Director Compensation"). The
1997 Stock Incentive Plan also permits the plan's administrator to make loans
to participants in connection with the grant of awards, on terms and
conditions determined solely by the plan administrator. All awards will be
evidenced by an agreement (an "Award Agreement") setting forth the terms and
conditions applicable thereto.
 
  Plan Administration. The 1997 Stock Incentive Plan is administered by the
Board of Directors, and from and after the Offering will be administered by a
committee of the Board of Directors, the composition of which will at all
times satisfy the provisions of Rule 16b-3 of the Exchange Act (such Board of
Directors or committee is sometimes referred to herein as the "Plan
Administrator"). Subject to the terms of the 1997 Stock Incentive Plan, the
Plan Administrator has the right to grant awards to eligible recipients and to
determine the terms and conditions of Award Agreements, including the vesting
schedule and exercise price of such awards, and the effect, if any, of a
change in control of the Company on such awards.
 
  Shares Subject to the 1997 Stock Award and Incentive Plan. The 2,215,000
shares reserved for issuance under the 1997 Stock Incentive Plan may be
authorized but unissued shares of Common Stock or shares which have been or
may be reacquired by the Company in the open market, in private transactions
or otherwise.
 
  Eligibility. Discretionary grants of Options, Rights, Restricted Awards and
dividend equivalents, performance shares and loans in connection therewith may
be made to any non-employee director, employee or any independent contractor
of the Company or its direct and indirect subsidiaries and affiliates who is
determined by the Plan Administrator to be eligible for participation in the
1997 Stock Incentive Plan, consistent with the purpose of such plan; provided
that ISOs may only be granted to employees of the Company and its
subsidiaries.
 
  Exercise of Options. Options will vest and become exercisable over the
exercise period, at such times and upon such conditions, including amount and
manner of payment of the exercise price, as the Plan Administrator determines
and sets forth in the Award Agreement. The Plan Administrator may accelerate
the exercisability of any outstanding Option at such time and under such
circumstances as it deems appropriate. Options that are not exercised within
10 years from the date of grant, however, will expire without value. Options
are exercisable during the optionee's lifetime only by the optionee. The Award
Agreements will contain provisions regarding the exercise of Options following
termination of employment with or service to the Company, including
terminations due to the death, disability or retirement of an award recipient,
or upon a change in control of the Company.
 
  Initial Grants. The Board of Directors has authorized the grant of options
to purchase shares of Common Stock under the 1997 Stock Incentive Plan at the
initial public offering price, upon the closing of the Offering. Such options
vest on the sixth anniversary of the date of grant, subject to earlier vesting
if the Company's Common Stock exceeds certain targeted trading prices
following the first anniversary of the date of grant. Of such options, 75,000
will be granted to each of Messrs. Scott and Spoerri, and 37,500 will be
granted to each of Messrs. Cummings, Esler and Rose and Ms. Thurber.
 
 
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