|JONES LANG LASALLE INC filed this Form S-1/A on 07/03/1997|
EMPLOYEE STOCK OWNERSHIP GUIDELINES
Following the Offering, the Company will adopt stock ownership guidelines
for its executive officers and key employees (the "Covered Employees"). These
guidelines will require Covered Employees to maintain certain specified levels
of stock ownership based on a multiple of their annual compensation levels.
Compliance with such guidelines will be phased in over two, four or six years,
depending on the position of the Covered Employee. Failure to maintain such
ownership will disqualify the Covered Employee from participating in the
Company's option grant program.
STOCK COMPENSATION PROGRAM
The Predecessor Partnerships maintained a bonus compensation plan for
employees whose targeted annual compensation exceeded $100,000 (the "Bonus
Plan Employees"). Under such plan, Bonus Plan Employees were paid a percentage
of their total compensation in the form of limited partnership interests in
the Employee Partnerships. Following the Offering, the Company intends to
adopt a stock compensation program designed to continue the equity
participation emphasis of the earlier plan and to facilitate compliance with
the Company's equity ownership guidelines (the "Stock Compensation Program").
Under the Stock Compensation Program, each employee of the Company whose
targeted annual compensation equals or exceeds $100,000 (the "New Plan
Employees") may apply a specified percentage of his or her annual compensation
on a tax-deferred basis toward Common Stock or, at the direction of the
employee, for other applications made available by the administrator. If a New
Plan Employee elects to be credited with Common Stock, the total amount
credited in Common Stock (the "Allocation") will be increased by a percentage
(the "Equity Enhancement") sufficient to represent a 15% discount from the
fair market value of Common Stock. The number of shares issued in respect of
the Allocation and the Equity Enhancement will be based on the fair market
value of Common Stock when credited. Shares credited to New Plan Employees
which are attributable to the Allocation will be fully vested on the date of
grant and shares attributable to the Equity Enhancement will vest on the third
anniversary of the date of grant. The shares of Common Stock used for the
Stock Compensation Program will be shares which have or may be acquired by the
Company in the open market, in private transactions or otherwise.
In April 1997, the Company entered into an employment agreement with Ms.
Galbreath as Chairman and Chief Executive Officer of Galbreath/LaSalle
Development Company (the "Employment Agreement"). The term of the Employment
Agreement is for the period from April 22, 1997 to December 31, 1997. The
Employment Agreement provides for a base salary and target bonus for calendar
year 1997 of $200,000 and $300,000, respectively, each to be pro-rated to
reflect the term of the agreement. Ms. Galbreath's bonus shall be determined
by the Company based on criteria used to determine the bonuses of other
members of management of the Company, and shall be payable in cash and Common
Stock. In addition, the Employment Agreement provides that Ms. Galbreath may
terminate her employment at any time, and that the Company may terminate her
employment under certain limited circumstances. The agreement further provides
that, commencing January 1, 1998, Ms. Galbreath's employment with the Company
shall continue subject to mutual agreement of the Company and Ms. Galbreath
from time to time, provided that the Company shall be obligated to pay to Ms.
Galbreath a separation payment equal to six months of her base salary if her
employment is terminated prior to December 31, 1998 for reasons other than as
set forth in the Employment Agreement.
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