Print Page     Close Window     

SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
Entire Document
 
<PAGE>
 
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.
 
BOARD OF DIRECTORS COMMITTEES
 
  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.
 
DIRECTOR COMPENSATION
 
  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.
 
                                       56


© Copyright Jones Lang LaSalle, IP, Inc.