|JONES LANG LASALLE INC filed this Form S-1/A on 07/15/1997|
concerning the rights of Indemnitee under this Agreement or of other indemnitees
under similar indemnity agreements).
(f) Reviewing Party: any appropriate person or body appointed
by (i) the Board of Directors by a majority vote of a quorum consisting of
directors who are not parties to such Claim, or if such a quorum cannot be
obtained, by a majority vote of a committee consisting solely of two or more
directors not parties to such Claim and who are duly designated to act in the
matter by a majority vote of the full Board of Directors in which directors who
are parties may participate or (ii) Independent Legal Counsel.
(g) Voting Securities: any securities of the Company entitled
to vote generally in the election of directors.
2. Basic Indemnification Arrangement. (a) In the event Indemnitee
was, is or becomes a party to or witness or other participant in, or is
threatened to be made a party to or witness or other participant in, a Claim by
reason of (or arising in part out of) an Indemnifiable Event, the Company shall
indemnify Indemnitee to the fullest extent permitted by law as soon as
practicable but in any event no later than thirty days after written demand is
presented to the Company, against any and all Expenses, judgments, fines,
penalties and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection with or in respect of such
Expenses, judgments, fines, penalties or amounts paid in settlement) of such
Claim. Notwithstanding anything in this Agreement to the contrary, prior to a
Change in Control Indemnitee shall not be entitled to indemnification pursuant
to this Agreement in connection with any Claim initiated by Indemnitee unless
the Board of Directors has authorized or consented to the initiation of such
Claim. If so requested by Indemnitee and upon the receipt by the Company of a
written affirmation by Indemnitee of Indemnitee's good faith belief that the
standard of conduct necessary for indemnification has been met, the Company
shall advance (within two business days of such request) any and all Expenses
to Indemnitee (an "Expense Advance").
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