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


<PAGE>
 
                                                                   EXHIBIT 10.13

                         LASALLE PARTNERS INCORPORATED
                          STOCK COMPENSATION PROGRAM

<PAGE>
 

                               TABLE OF CONTENTS
                               -----------------


<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 1                                                                      1
  Purpose                                                                      1
    Purpose                                                                    1
    Employers                                                                  1
    Effective Date                                                             1
    Administrator                                                              2
    Notices                                                                    2
                                                   
SECTION 2                                                                      3
  Participation                                                                3
    Participation                                                              3
    Continuity of Participation                                                3
 
SECTION 3                                                                      5
  Stock Compensation Allocations                                               5
    Amount of SCA Credits                                                      5
    SCA Account and Vesting                                                    6
    Distribution Election                                                      7
                                                   
SECTION 4                                                                      9
  Bonus Deferral Elections                                                     9
    Bonus Deferral Elections                                                   9
    Period for Which Deferral Election Effective                               9
    Distribution Elections                                                    10
    Participant's Accounts                                                    10
    Adjustment of Participants' Accounts                                      11
    Company Stock and Investment Funds                                        12
    Individual Investment Option                                              14
    No Responsibility for Company Stock or Investment Decisions               15
    Statement of Account                                                      15
 
SECTION 5                                                                     17
  Salary Deferral Elections                                                   17
                                                                              
 
SECTION 6                                                                     18
  Distribution of Accounts                                                    18
    Distributions                                                             18
    Pre and Post Retirement Age Distributions                                 18
    Designation of Beneficiary                                                19
    Withholding; Employment Taxes                                             20
</TABLE>
 

                                      -i-

<PAGE>
 


<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
SECTION 7                                                                     21
  Administration and Interpretation                                           21
                                                         
SECTION 8                                                                     22
  Miscellaneous                                                               22
    No Right to Company Assets; Limitations Related to Company Stock          22
    No Employment Rights                                                      22
    Facility
 of Payment                                                       23
    Nonassignability                                                          23
    Effect on Other Benefits                                                  24
    Independence of Program                                                   24
    Responsibility For Legal Effect                                           25
    Action by the Company                                                     25
    Successors, Acquisitions, Mergers, Consolidations                         25
    Gender and Number                                                         25
    Governing Laws                                                            26
    Claims Procedure                                                          26
    Committee                                                                 27

SECTION 9                                                                     29
  Amendment and Termination                                                   29
</TABLE>


                                     -ii-

<PAGE>
 
                         LASALLE PARTNERS INCORPORATED
                         -----------------------------
                          STOCK COMPENSATION PROGRAM
                          --------------------------



                                   SECTION 1
                                   ---------

                                    Purpose
                                    -------


          1.1.  Purpose.  LASALLE PARTNERS INCORPORATED STOCK COMPENSATION
PROGRAM (the "program") has been established by LASALLE PARTNERS INCORPORATED
(the "company") to credit participants with amounts which may be applied toward
deemed shares of company stock, and to enable designated employees to elect to
defer a portion of their bonuses and other cash compensation, subject to the
terms of the program.

          1.2.  Employers.  The program as set forth below shall apply to
eligible employees of the company and each subsidiary of the company which
adopts the program with the consent of the administrator. The company and each
subsidiary of the company which adopts the program with the administrator's
consent will be referred to as an "employer" and may be referred to collectively
as the "employers."

          1.3.  Effective Date.  The "effective date" of the program as set
forth below is the closing date of the initial public offering of the company,
expected to occur on or about July 21, 1997.

<PAGE>
 
          1.4.  Administrator.  The program will be initially administered by an
individual appointed by the Compensation Committee of the Board of Directors of
the company. The Compensation Committee may designate a committee as successor
to the administrator.

          1.5.  Notices.  Any notice or document relating to the program which
is to be filed with the company may be delivered, or mailed by registered or
certified mail, postage prepaid, to ________________________, in care of
LaSalle Partners Incorporated, 200 E. Randolph Drive, Chicago, Illinois 60601.

                                      -2-

<PAGE>
 
                                   SECTION 2
                                   ---------

                                 Participation
                                 -------------



          2.1.  Participation.  For the period beginning on the effective date
and for each subsequent calendar year, the administrator will designate before
the effective date and before the beginning of the calendar year those employees
who are to participate in the program. In addition, the administrator may
designate during a calendar year additional employees who are to participate in
the program. In general, employees covered by the program will be limited to a
select group of management and highly-compensated employees with expected annual
compensation of at least $100,000. An employee designated to participate in the
program for any calendar year will receive SCA credits and may make deferral
elections on the basis described below.

          2.2.  Continuity of Participation.  A participant in the program who
separates from service with the company and all its subsidiaries and affiliates
will cease participation and will become entitled to distributions as described
in Section 6. However, the separation from service of an employee with one
employer which has adopted the program (as described in subsection 1.2) will not
interrupt the continuity of his

                                      -3-

<PAGE>
 
participation if, concurrently with or immediately after such separation, he is
employed by one or more of the other employers which has adopted the program. A
participant who separates from service with all employers but remains in the
employ of a subsidiary or affiliate of the company which has not adopted the
program, will become entitled to distributions in accordance with Section 6. A
participant will separate from service upon the first to occur of the following:

          (a)  Retirement as defined by the administrator;

          (b)  Retirement on account of disability at any age, as determined by
               a qualified physician selected by the administrator (a
               participant will be considered disabled for purposes of the
               program if, on account of a disability, he is no longer capable
               of performing the duties assigned to him by his employer); or

          (c)  The participant's death; or

          (d)  Resignation or dismissal from the employ of all the employers
               before retirement and for a reason other than disability.

                                      -4-

<PAGE>
 
                                   SECTION 3
                                   ---------

                        Stock Compensation Allocations
                        ------------------------------



          3.1.  Amount of SCA Credits.  Each year, beginning with the year of
the effective date, each participant will be credited under the program with a
stock compensation allocation ("SCA"). The amount of SCA credited to each
participant will be determined in accordance with the following table:


<TABLE>
<CAPTION>
 
Compensation Level (Actual)   Stock Compensation Allocation
- -----------------------------------------------------------
                                                  of the
                                                 amount in
  Over        but under     Minimum    + x%      excess of
<S>           <C>             <C>      <C>       <C>
$ 99,999       150,000       3,000     + 13      100,000
 150,000       200,000       9,500     + 15      150,000
 200,000       250,000      17,000     + 18      200,000
 250,000       300,000      26,000     + 20      250,000
 300,000       400,000      36,000     + 22      300,000
 400,000       500,000      58,000     + 22      400,000
 500,000                    80,000     + 16      500,000
- ----------------------------------------------------------
</TABLE>



At any time, the administrator may adjust the amounts and percentages set forth
above. As of each December 31 after the effective date, the amount of each
participant's SCA credit will be determined and the amount will be credited to
the participant's SCA account under the program. The amount so credited will,
according to the participant's written election, be applied among options made
available by the administrator

                                      -5-

<PAGE>
 
or, at the election of the participant, will be converted to a deemed investment
consisting of shares of company stock (as defined in subsection 4.6). Shares of
company stock will be credited to a participant's SCA account on the terms set
forth in subsection 4.6, including a deemed purchase discount of 15%. Each
participant's election in accordance with the preceding must be made in writing
and filed with the company at the time prescribed by the administrator. A
participant's "compensation" for purposes of this subsection shall include such
items of remuneration as are determined by the administrator and, for the
calendar year which includes the effective date, a participant's compensation
will include amounts received from the company and from its predecessor.

          3.2.  SCA Account and Vesting.  A "SCA account" will be maintained in
the name of each participant under the program, and each SCA account will be
credited as provided in subsection 3.1. SCA accounts will be reduced by amounts
applied toward options made available by the administrator, and SCA accounts
will be adjusted from time to time as provided in subsection 4.5. If for any
year a participant's SCA account is credited with shares of company stock in
accordance with subsection 3.1, shares of company stock will be credited by
taking into account a deemed purchase discount of 15 percent, as spec-

                                      -6-

<PAGE>
 
ified in subsection 4.6. For each year that a SCA account is credited with
shares of company stock, a "discount subaccount" will also be established which
reflects the number of shares represented by the 15 percent deemed purchase
discount. The number of shares of company stock credited to the discount
subaccount maintained for each year is subject to the vesting schedule in the
next sentence. If the participant separates from service with the company within
three years from the date as of which company stock is credited to the
participant's discount subaccount, the amount then credited (as adjusted under
subsection 4.5) to the discount subaccount will be forfeited, unless the
participant's separation is due to one of the following:

           (a)  death;

           (b)  total and permanent disability;

           (c)  retirement (as defined by the administrator), provided the
                participant announces his retirement on or before the date
                company stock is credited.


          3.3.  Distribution Election.  In accordance with subsection 3.1,
company stock will be credited as a deemed investment to the SCA accounts of
certain participants. Each such participant may, but need not, make an election
of the date on which the amount so credited (together with any invest-

                                      -7-

<PAGE>
 
 ment gains or losses thereon) will be distributed, subject to the vesting
 requirements of subsection 3.2. Such date shall be referred to as the
 "distribution date" and shall occur no later than March 15 (based on the prior
 December 31 valuation) following one of the following dates: December 31 of the
 second, third, fourth, fifth, sixth, seventh, eighth, ninth or tenth calendar
 year after the calendar year for which a SCA account credit was made. The
 distribution date, once elected by the participant, shall be irrevocable,
 subject only to sub section 6.2. If for any calendar year a participant does
 not make a distribution election in accordance with this subsection, the amount
 of company stock credited to his SCA account for that year (to the extent
 vested under subsection 3.2) will be distributed as soon as practicable after
 such amount becomes vested in accordance with subsection 3.2.

                                      -8-

<PAGE>
 
                                   SECTION 4
                                   ---------

                            Bonus Deferral Elections
                            ------------------------



           4.1.  Bonus Deferral Elections.  In order to defer a portion of his
 bonus for any calendar year, a participant with annual compensation not greater
 than $225,000 may irrevocably elect to defer from his bonus an amount not to
 exceed 10 per cent of his total compensation for that year.  The amount which
 can be deferred by a participant under the preceding sentence shall be reduced
 by the amount of the participant's SCA credit for that year.  A participant
 must make his bonus deferral election in advance by signing a deferral
 agreement and filing it with the administrator no later than the date specified
 by the administrator.  A participant's bonus deferral election filed with the
 administrator is irrevocable on and after the administrator's deadline for the
 election.  The administrator is authorized to modify this subsection to:

           (a)  allow other participants to make bonus deferral elections;

           (b)  change the rate of bonus deferral permitted; or

           (c)  delete the reduction for SCA credit.

           4.2.  Period for Which Deferral Election Effective.  

A participant's deferral election under subsection 4.1 and 

                                      -9-

<PAGE>
 
under Section 5 shall remain in effect only for the calendar year specified in
the deferral agreement. No deferral election shall be effective for more than
one calendar year. A participant must file a separate deferral election at the
time prescribed by the administrator in order to make deferrals for that year.

          4.3. Distribution Elections. Each deferral election made by a
participant under subsection 4.1 and Section 5 may, but need not, include an
election of the date on which the amount of such deferral (together with any
investment gains or losses thereon) will be distributed. As provided in
subsection 3.3, participant may also elect a distribution date for the amount of
company stock credited each year to the participant's SCA account. Such date
shall be referred to as the "distribution date" and shall occur no later than
March 15 (based on the prior December 31 valuation) following one of the
following dates: the second, third, fourth, fifth, sixth, seventh, eighth, ninth
or tenth calendar year after the calendar year to which the deferral election
relates. The distribution date, once elected by the participant, shall be
irrevocable, subject only to subsection 6.2.

          4.4.  Participant's Accounts.  The administrator shall maintain in
the name of each participant bookkeeping 

                                      -10-

<PAGE>
 
accounts to be known as the participant's "SCA account" and his "deferral
account." A participant's accounts shall include a subaccount for each calendar
year that amounts are credited on behalf of the participant. Each such
subaccount shall reflect (i) the amount credited during that year and (ii)
investment gains or losses on the investments deemed credited to those accounts.
SCA credits and deferred amounts shall be credited to subaccounts as of the date
bonuses or cash compensation would otherwise have been paid to the participant.
Subaccounts will be adjusted from time to time to reflect investment gains and
losses, as provided in subsection 4.5.

          4.5. Adjustment of Participants' Accounts. As of each December 31
(that date is referred to below as an "accounting date"), the administrator
shall:
          (a)  First, charge to the proper accounts all payments or
               distributions made since the last preceding accounting date that
               have not been charged previously;

          (b)  Next, credit participants' accounts with SCA credits and other
               amounts deferred which were applied to company stock;

          (c)  Next, as to any deferrals other than those in (b) above, credit
               participants' accounts with a portion of the amounts deferred on
               behalf of the participant since the last preceding accounting
               date, to equitably reflect that deferrals 

                                      -11-

<PAGE>
 
               were made from time to time during the accounting period;

          (d)  Next, credit participants' accounts with their pro rata share of
               any increase or charge such accounts with their pro rata share of
               any decrease in the adjusted net worth (as defined below) of each
               deemed investment relating to such accounts;

          (e)  Next, allocate and credit deferred amounts, not already credited
               under subparagraph (c) above, that are to be credited as of that
               date.

The "adjusted net worth" of a deemed investment or other investment fund as at
any date means the then net worth of such investment fund as determined by the
administrator. The administrator may specify additional "accounting dates" from
time to time on a uniform basis.

          4.6. Company Stock and Investment Funds. SCA credits and other
deferred amounts under the program will, as elected by the participant, be
credited as a deemed investment consisting of shares of common stock of LaSalle
Partners Incorporated (the "company stock"). With respect to any such deemed
investment credited to a participant's SCA account, company stock will be
credited to a participant's account taking into account a deemed purchase
discount of 15 percent. The price of company stock credited to a participant's
account in accordance with the preceding sentence will be determined by the
adminis-

                                      -12-

<PAGE>
 
trator, taking into account the average of the closing prices of the company
stock on the New York Stock Exchange for a period of 20 consecutive trading
days, with the last of those trading days to occur not later than March 31
following the December 31 as of which SCA account credits are made. The
administrator may also allow participants to elect one or more investment funds
for the investment of all or a portion of the amounts deferred by the
participant under Section 4 or 5 of the program (but such investment fund
elections will not apply to SCA accounts). Each such election shall be made at
such time, in such manner and with respect to such investment funds as the
administrator shall determine, and shall be effective only in accordance with
such rules as the administrator shall establish. Prior to an accounting date, a
participant may elect in writing that all or part of his interest in an
investment fund be liquidated and the proceeds thereof transferred to one or
more of the other investment funds, in accordance with rules established from
time to time by the administrator. The deemed investments in company stock, the
investment funds described in this subsection and the individual investment
option in subsection 4.7 are for recordkeeping purposes only and do not allow
participants to direct any company or trust assets, and this subsection does not
create in any participant any rights greater than those described in subsection
8.1. If there is a
                                      -13-

<PAGE>
 
deemed purchase or sale of the common stock of the company, then it (i) shall be
subject to the company's policies which restrict trading in company securities,
and (ii) the election shall not be given effect until such policies would allow
the individual to purchase and sell company securities. Amounts deemed invested
in the common stock of the company shall be credited with an amount equal to the
dividends earned on such deemed investment.

          4.7. Individual Investment Option. In addition to the investment
described in subsection 4.6, if the administrator decides to make this option
available, amounts credited to a participant's deferral account may be deemed
credited to an individual investment option (as hereinafter defined) chosen by
such participant. The investment experience of each individual investment option
will be calculated by reference to the closing price (as hereinafter defined) or
net asset value of amounts deemed credited to such individual investment option.
In addition, the amount credited to each individual investment option will be
reduced by an amount equal to the brokerage or other transaction costs that
would have been incurred in connection with the deemed purchase or sale of an
investment. The individual investment option will consist of a deemed investment
in any mutual fund, money market fund,

                                      -14-

<PAGE>
 
common stock, preferred stock or other security so long as such security is
listed for trading on a national securities exchange or the National Association
of Securities Dealers Automated Quotation System. All money market funds which
are elected as investment options must be money market funds which invest solely
in tax-exempt securities. A participant may change his investment option by
election made in accordance with subsection 4.6. The term "closing price" with
respect to a security shall mean (i) the closing sale price of such security if
such security is traded on a national securities exchange, or (ii) if such
security is not traded on a national securities exchange, the average of the
highest bid and the lowest asked prices for such security.

          4.8. No Responsibility for Company Stock or Investment Decisions.
Responsibility for the consequences of the company stock investment, as well as
for all decisions on investment funds and options, belongs solely to the
participant, and the company (including its employees, officers and agents)
provides no advice with respect to, and assumes no responsibility for, any
consequences of the company stock investment or of a participant's investment
elections.

          4.9. Statement of Account. As soon as practicable after the end of
each calendar year, the administrator shall 

                                      -15-

<PAGE>
 
furnish each participant with a statement of the balance credited to the
participant's accounts as at the end of that year.

                                      -16-

<PAGE>
 
                                   SECTION 5
                                   ---------
                           Salary Deferral Elections
                           -------------------------

          This Section 5 does not take effect until the administrator selects
an effective date. At the time authorized by the administrator, an employee
designated as a participant for a calendar year may irrevocably elect to defer a
portion of his salary for that year. All salary deferral elections are subject
to minimum amounts established by the administrator. A participant's "salary"
means the participant's total base pay as paid by an employer hereunder, and for
purposes of a deferral election a participant's rate of base pay on January 1
of any year shall be considered to remain at the same rate during that calendar
year. A participant must make his salary deferral election in advance by
signing a salary deferral agreement and filing it with the administrator no
later than the December 31 which precedes the calendar year to which the
election relates. A participant's salary deferral election filed with the
administrator is irrevocable on and after the deadline for the election. Salary
deferrals will be credited to participants' deferral accounts as described in
subsection 4.4 and will be subject to the same distribution elections available
under subsection 4.3.

                                      -17-

<PAGE>
 
                                   SECTION 6
                                   ---------

                            Distribution of Accounts
                            ------------------------



          6.1. Distributions. Subject to subsection 6.2, amounts credited and
deferred under this program for each calendar year (and investment gains and
losses thereon) shall be distributed in a lump sum to the participant on the
applicable distribution date elected by the participant; provided, however,
that if on any distribution date, any investment gains or losses cannot then be
determined, such distribution will be delayed until the accounting steps
described in subsection 4.5 have been completed. Distributions may be made in
cash, company stock or other property, as determined by the administrator.

          6.2. Pre and Post Retirement Age Distributions. If a participant
separates from service with the employers prior to attainment of retirement age
(as defined by the administrator), the entire balance in the participant's
deferral account shall be distributed to him in a lump sum in cash on or about
March 15 (the "early distribution date") following the calendar year in which
the participant separates from service, unless the administrator in its sole
discretion determines that distributions shall occur on the distribution dates
elected by the

                                      -18-

<PAGE>
 
participant. If a participant separates from service with the employers on or
after attainment of retirement age (as defined by the administrator), the
balances in the participant's deferral account shall be distributed to the
participant on the applicable distribution dates elected by the participant,
unless the administrator in its sole discretion determines that distribution
shall be made in a single sum payment. Distribution shall be made to the
participant or, in the event of his death, to his beneficiary.

          6.3. Designation of Beneficiary. A participant may designate a
beneficiary under this program by filing a written notice with the administrator
in such form as it requires. A participant may from time to time change his
designated beneficiary without the consent of such beneficiary by filing a new
designation in writing with the administrator. If no designation under this
program is in effect at the death of the participant, the beneficiary shall be
the spouse of the participant at the time of his death or, if no spouse is
living at the death of the participant, the representative of the participant's
estate. A participant's beneficiary designation form may specify whether payment
is to be made to the beneficiary in a single sum payment or in installments
over a period not to exceed ten years.

                                      -19-

<PAGE>
 

          5.4.  Withholding; Employment Taxes.  To the extent required by law in
effect at the time distribution is made from the program, the employers shall
withhold any taxes required to be withheld by federal, state or local
governments.

                                     -20-

<PAGE>
 

                                   SECTION 7
                                   ---------
                       Administration and Interpretation
                       ---------------------------------



          The administrator shall administer and interpret the program, and any
interpretation by the administrator shall be final and binding upon participants
and beneficiaries. The administrator may adopt such rules and regulations
relating to the program as it deems necessary or advisable. The administrator
may delegate administrative responsibilities to advisors or other persons who
may or may not be employees of the company and may rely upon information or
opinions of legal counsel or experts selected to render advice with respect to
the program. If the administrator is a participant, he may not decide or
determine any matter or question concerning his benefits under the program that
he would not have the right to decide or determine if he were not the
administrator. If the administrator is a committee, the committee will act in
accordance with subsection 8.13.

                                     -21-

<PAGE>
 
                                   SECTION 8
                                   ---------
                                 Miscellaneous
                                 -------------

          8.1. No Right to Company Assets; Limitations Related to Company Stock.
No participant or other person shall acquire by reason of the program any right
in or title to any assets, funds or property of the employers whatsoever
including, without limiting the generality of the foregoing, any specific funds,
assets or other property which the employers, in their sole discretion, may set
aside in anticipation of a liability hereunder. Any benefits which become
payable hereunder shall be paid from the general assets of the employers. A
participant shall have only a contractual right to the amounts, if any, payable
hereunder to that participant. The employers' obligations under this program are
not secured or funded in any manner.

          8.2. No Employment Rights. Nothing herein shall constitute a contract
of continuing service or in any manner obligate the company or any of its
subsidiaries to continue the employment of any participant, or obligate any
participant to continue in the employment of the company or any of its
subsidiaries, and nothing herein shall be construed as fixing or regulating the
compensation payable to a participant.

                                      -22-

<PAGE>
 
          8.3.  Facility of Payment.  When a person entitled to benefits under
the program is under legal disability, or, in the administrator's opinion, is in
any way incapacitated so as to be unable to manage his financial affairs, the
administrator may direct payment of benefits to such person's legal
representative, or to a relative or friend of such person for such person's
benefit, or the administrator may direct the application of such benefits for
the benefit of such person. Any payment made in accordance with the preceding
sentence shall be a full and complete discharge of any liability for such
payment under the plan.

          8.4. Nonassignability. No participant or other person shall have any
right to commute, sell, assign, pledge, anticipate, mortgage or otherwise
encumber, transfer or convey in advance of actual receipt the amounts, if any,
payable hereunder. No amounts payable hereunder shall, prior to actual payment,
be subject to claims of creditors, seizure or sequestration for the payment of
any debts, judgments, alimony, domestic relations order or separate maintenance
owed by the participant or any other person, or be transferable by operation of
law in the event of the participant's or any other person's bankruptcy or
insolvency. Notwithstanding the foregoing, if an estate or trust is a
beneficiary entitled to

                                      -23-

<PAGE>
 
distributions from the program upon the death of the participant, the
representatives of the estate or the trustees of the trust may assign the right
to receive such payments to the persons, estates or trusts beneficially entitled
thereto, and the administrator may rely conclusively and without any liability
on the certification.

          8.5.  Effect on Other Benefits.  Except as provided below in this
subsection, the participant's compensation for purposes of calculating his
awards and benefits under any employee benefit plan or program maintained by the
company shall not be reduced on account of deferrals under this program.
However, amounts deferred for more than one year under this program shall not be
included when calculating a participant's benefits or contributions under any
401(k) plan, 423(b) plan or other plan sponsored by the company which is
qualified under Section 401(a) of the Internal Revenue Code. Except for amounts
deferred one year or less, distributions made from this program shall be
excluded from a participant's compensation in the years distributed for purposes
of calculating contributions, awards and benefits under any employee benefit
plan or program maintained by the company.

          8.6.  Independence of Program.  Except as otherwise expressly provided
herein, the program shall be independent of,


                                      -24-

<PAGE>
 
and in addition to, any employment agreement or other plan or rights that may
exist from time to time between an employer and a participant in the program.

          8.7.  Responsibility For Legal Effect.  No representations or
warranties, express or implied, are made by the employers or the administrator
and neither the employers nor the administrator assumes any responsibility
concerning the legal, tax or other implications or effects of the program.

          8.8.  Action by the Company.  Any action required or permitted to be
taken under the program by the company shall be by one or more officers
designated by the Board of Directors of the company.

          8.9.  Successors, Acquisitions, Mergers, Consolidations. The terms and
conditions of the program shall inure to the benefit of and bind the employers,
the participants, their successors, assigns and personal representatives.

          8.10.  Gender and Number.  Wherever appropriate herein, the masculine
may mean the feminine and the singular may mean the plural or vice versa.

                                      -25-

<PAGE>
 
          8.11.  Governing Laws.  This program shall be construed and
administered according to the laws of the State of Illinois.

          8.12  Claims Procedure.  The company will provide notice in writing to
any participant or beneficiary whose claim for benefits under the plan is
denied, and the company shall afford such participant or beneficiary a full and
fair review of its decision if so requested. The company has discretionary
authority and responsibility to construe and interpret the provisions of the
plan and make factual determinations thereunder, including the power to
determine the rights or eligibility of employees or participants and any other
persons, and the amounts of their benefits under the plan, and to remedy
ambiguities, inconsistencies or omissions, and each such determination by the
company shall be binding on all parties. Any interpretation of the provisions of
the plan and any decisions on any matter within the discretion of the company
made by the company in good faith shall be binding on all persons. Any
misstatement or other mistake of fact shall be corrected when it becomes known
and the company shall make such adjustment on account thereof as it considers
equitable and practicable.

                                      -26-

<PAGE>
 
           8.13.  Committee.  In the event a committee is appointed to serve as
administrator under this program, the following provisions will apply:

           (a)  A committee member by writing may delegate any or all of his
                rights, powers, duties and discretions to any other member or to
                an alternate, with the consent of the latter.

           (b)  The committee members may act by meeting or by writing signed
                without meeting, and may sign any document by signing one
                document or concurrent documents.

           (c)  An action or a decision of a majority of the members of the
                committee as to a matter shall be as effective as if taken or
                made by all members of the committee.

           (d)  If, because of the number qualified to act, there is an even
                division of opinion among the committee members as to a matter,
                a disinterested party selected by the committee shall decide the
                matter and his decision shall control.

           (e)  Except as otherwise provided by law, no member of the committee
                shall be liable or responsible for an act or omission of the
                other committee members in which the former has not concurred.

           (f)  The certificate of the secretary of the committee or of a
                majority of the committee members that the committee has taken
                or authorized any action shall be conclusive in 

                                      -27-

<PAGE>
 
                favor of any person relying on the certificate.

                                      -28-

<PAGE>
 
                                   SECTION 9
                                   ---------
                           Amendment and Termination
                           -------------------------

          The company reserves the right, in its sole discretion, to discontinue
or completely terminate the program at any time. If the program is discontinued
with respect to future deferrals, participants' account balances shall be
distributed on the distribution dates elected by them, unless the administrator
designates an earlier distribution date. As of the date designated by the
administrator following the date of complete termination, each participant shall
receive distribution of his entire deferral account balance as if his elected
distribution dates had occurred. The program may be amended by a written
instrument executed by the company, provided that an amendment of the program
may not reduce the balance in a participant's deferral account as of the date
the amendment is adopted.

                                      -29-

<PAGE>
 
                             C E R T I F I C A T E
                             ---------------------



           I, _______________________________, Secretary of LaSalle Partners
 Incorporated hereby certify that the foregoing is a correct copy of the LaSalle
 Partners Incorporated Stock Compensation Program, effective as of the effective
 date designated in subsection 1.3 of the plan.

                Dated this ___ day of ___________________, 1997.



                                          --------------------------------------
                                                   Secretary as Aforesaid


                                                       (Corporate Seal)


© Copyright Jones Lang LaSalle, IP, Inc.