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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
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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