As filed with the Securities and Exchange Commission on December 12, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------------
LASALLE PARTNERS INCORPORATED
(Exact name of registrant as specified in its charter)
-----------------------------
MARYLAND 36-4150422
(State of incorporation) I.R.S. employer identification number)
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(Address of principal executive offices) (Zip code)
LASALLE PARTNERS INCORPORATED EMPLOYEE STOCK PURCHASE PLAN
LASALLE PARTNERS INCORPORATED 1997 STOCK AWARD AND INCENTIVE PLAN
LASALLE PARTNERS INCORPORATED STOCK COMPENSATION PROGRAM
(FULL TITLE OF THE PLANS)
WILLIAM E. SULLIVAN
EXECUTIVE VICE PRESIDENT
LASALLE PARTNERS INCORPORATED
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 782-5800
(NAME, ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-----------------------------
WITH COPIES TO:
ROBERT K. HAGAN CHARLES W. MULANEY, JR., ESQ.
FRITZ E. FREIDINGER RODD M. SCHREIBER, ESQ.
HAGAN & ASSOCIATES SKADDEN, ARPS, SLATE, MEAGHER & FLOM
200 EAST RANDOLPH DRIVE, SUITE 4322 (ILLINOIS)
CHICAGO, ILLINOIS 60601 333 WEST WACKER DRIVE
(312) 228-2050 CHICAGO, ILLINOIS 60606
(312) 407-0700
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered per Share (1)(2) Price (2) Fee (3)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 2,965,000 (4) $32.00 $94,880,000 $27,989.60
par value $.01 per share
=================================================================================================
</TABLE>
(1) In accordance with Rules 457(c) and (h) under the Securities Act of
1933, as amended (the "Securities Act"), solely for the purpose of
calculating the registration fee, the maximum offering price per
share is based on the average of the high and low sale prices for a
share of Common Stock on the Composite Tape of the New York Stock
Exchange on December 10, 1997.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The registration fee has been calculated pursuant to Section 6(b) of
the Securities Act.
(4) Includes 250,000 shares of Common Stock under the LaSalle Partners
Incorporated Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan"), 2,215,000 shares of Common Stock under the LaSalle
Partners Incorporated 1997 Stock Award and Incentive Plan (the
"Stock Incentive Plan") and 500,000 shares of Common Stock under the
LaSalle Partners Incorporated Stock Compensation Program, plus such
additional number of shares of Common Stock as may be issuable to
prevent dilution under such plans.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
* Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from this registration statement in
accordance with Rule 428 under the Securities Act and the Introductory
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the registrant, LaSalle Partners
Incorporated, a Maryland corporation (the "Company"), pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated by reference in this registration statement:
(1) Each of the Company's prospectuses, dated July 17, 1997,
which were filed with the Commission on July 18, 1997, pursuant to Rule
424(b) under the Securities Act and which constitute a part of the
Company's registration statement on Form S-1 (Registration No. 333-25741)
(the "S-1 Prospectuses").
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 1997 and September 30, 1997.
(3) The Company's Current Report on Form 8-K, dated September 16,
1997 (filed September 18, 1997).
(4) The description of the Common Stock contained in the S-1
Prospectuses under "Description of Capital Stock," which is also
incorporated by reference in the Company's registration statement on Form
8-A, dated June 27, 1997, which was filed with the Commission pursuant to
Section 12(b) of the Exchange Act.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be
a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also
is incorporated or deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Articles of Restatement and Amendment (the
"Restated Articles of Incorpora tion") contain provisions which eliminate
the personal liability of a director or officer to the Company and its
stockholders for breaches of fiduciary duty to the fullest extent
provided by law. Under Maryland law, however, these provisions do not
eliminate or limit the personal liability of a director or officer (i) to
the extent that it is proved that the director or officer actually
received an improper benefit or profit or (ii) if a judgment or other
final adjudication is entered in a proceeding based on a finding that the
directors' or officers' action, or failure to act, was the result of
active and deliberate dishonesty and was material to the cause of action
adjudicated in such proceeding.
The Restated Articles of Incorporation and the Company's Amended
and Restated Bylaws provide that the Company shall indemnify and advance
expenses to its directors and officers to the fullest extent permitted by
the Maryland General Corporation Law (the "MGCL"). The MGCL provides that
a corporation may indemnify any director made a party to any proceeding
by reason of service in that capacity unless it is established that (i)
the act or omission of the director was material to the matter giving
rise to the proceeding and (a) was committed in bad faith or (b) was the
result of active and deliberate dishonesty, or (ii) the director actually
received an improper personal benefit in money, property or services, or
(iii) in the case of any criminal proceeding, the director had reasonable
cause to believe that the act or omission was unlawful. The statute
permits Maryland corporations to indemnify their officers, employees or
agents to the same extent as its directors and to such further extent as
is consistent with law.
The Company has obtained directors' and officers' liability
insurance ("D&O Insurance"). In addition, the Company has entered into an
indemnification agreement with each of its directors and certain officers
of the Company. The D&O Insurance and the indemnification agreements will
insure the Company's officers and directors against certain liabilities,
including liabilities under the securities laws. The indemnification
agreements will indemnify and advance expenses to the Company's directors
and officers to the fullest extent permitted by the MGCL.
The Stock Incentive Plan and the Employee Stock Purchase Plan
each specifically provide that no member of the Board of Directors of the
Company or of the committee established by the Board to administer such
respective plan shall be liable for any action taken or determination
made in good faith with respect to such respective plan.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
A list of exhibits is set forth on the Exhibit Index which
immediately precedes the exhibits and which is incorporated by reference
herein.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(1) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(2) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information set
forth in the registration statement; and
(3) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1) and (a)(2) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the Company pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(e) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the
opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdic tion the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement has been signed on its behalf by the
undersigned, thereunto duly authorized in the City of Chicago, State of
Illinois, on this 12th day of December, 1997.
LASALLE PARTNERS INCORPORATED
By: /s/ Stuart L. Scott
_______________________________
Stuart L. Scott
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 12th day of December, 1997.
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Stuart L. Scott, Robert
C. Spoerri, William E. Sullivan, Robert C. Hagan and Fritz E. Freidinger
his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
SIGNATURE TITLE
/s/ Stuart L. Scott
___________________________ Chairman of the Board of Directors,
Stuart L. Scott Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Robert C. Spoerri
___________________________ President, Chief Operating Officer
Robert C. Spoerri and Director
/s/ William E. Sullivan
___________________________ Executive Vice President, Chief
William E. Sullivan Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Daniel W. Cummings
___________________________ Co-President - LaSalle Advisors
Daniel W. Cummings Capital Management, Inc. and
Director
/s/ Charles K. Esler
___________________________ President and Chief Executive
Charles K. Esler Officer - LaSalle Partners
Management Services, Inc. and
Director
/s/ Lizanne Galbreath
___________________________ Chairman - LaSalle Partners
Lizanne Galbreath Management Services, Inc. and
Director
/s/ M. G. Rose
___________________________ President, Tenant Representation
M. G. Rose Division - LaSalle Partners
Corporate & Financial Services, Inc.
and Director
/s/ Lynn C. Thurber
___________________________ Co-President - LaSalle Advisors
Lynn C. Thurber Capital Management, Inc. and
Director
/s/ Earl E. Webb
___________________________ Managing Director, Investment
Earl E. Webb Banking Division - LaSalle Partners
Corporate & Financial Services,
Inc. and Director
/s/ Darryl Hartley-Leonard
___________________________ Director
Darryl Hartley-Leonard
/s/ Thomas C. Theobald
___________________________ Director
Thomas C. Theobald
/s/ John R. Walter
___________________________ Director
John R. Walter
EXHIBIT INDEX
Exhibit No. Description of Exhibit
4.1 Articles of Amendment and Restatement of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June
30, 1997).
4.2 Amended and Restated Bylaws of the Company (incorporated
by reference to Exhibit 3.2 to the Company's Quarterly Re
port on Form 10-Q for the quarter ended June 30, 1997).
4.3 Form of certificate representing shares of Common Stock
(incorporated by reference to Exhibit 4.01 to the Company's
Registration Statement on Form S-1 (Registration No. 333-
25741)).
5.1 Opinion and consent of Skadden, Arps, Slate, Meagher &
Flom (Illinois).
5.2 Opinion and consent of Piper & Marbury L.L.P.
23.1 Consent of KPMG Peat Marwick LLP, independent auditors.
23.2 Consent of Deloitte & Touche LLP, independent auditors.
23.3 Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
(included in Exhibit 5.1).
23.4 Consent of Piper & Marbury L.L.P. (included in Exhibit
5.2).
24.1 Power of Attorney (included on the signature page hereto).
99.1 LaSalle Partners Incorporated Employee Stock Purchase Plan.
99.2 LaSalle Partners Incorporated 1997 Stock Award and Incen
tive Plan.
99.3 LaSalle Partners Incorporated Stock Compensation Program.
[Letterhead of Skadden, Arps, Slate, Meagher & Flom (Illinois)]
December 12, 1997
LaSalle Partners Incorporated
200 East Randolph Drive
Chicago, Illinois 60601
Re: Registration Statement on Form S-8
of LaSalle Partners Incorporated
Ladies and Gentlemen:
We have acted as special counsel to LaSalle Partners
Incorporated, a Maryland corporation (the "Company"), in
connection with the preparation of a Registration Statement on
Form S-8, which is being filed by the Company with the Securities
and Exchange Commission (the "Commission") on the date hereof
(the "Registration Statement"). The Registration Statement
relates to the registration and issuance by the Company under the
Securities Act of 1933, as amended (the "Act"), of up to an
aggregate of 2,965,000 shares of the Company's Common Stock,
par value $.01 per share (the "Common Stock"), under the
Company's 1997 Stock Award and Incentive Plan (the "Incentive
Plan"), the Company's Employee Stock Purchase Plan and the
Company's Stock Compensation Program (the "Stock Compensation
Program"). The Incentive Plan and the Stock Compensation Program
are collectively referred to herein as the "Plans" and shares of
Common Stock that may be issued under the Plans are collectively
referred to herein as the "Shares."
This opinion is being furnished in accordance
with the requirements of Item 601(b)(5) of Regulation S-K
under the Act.
In connection with this opinion, we have
examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Registration
Statement; (ii) each of the Plans; (iii) the Articles of
Amendment and Restatement and the Amended and Restated
Bylaws of the Company, as presently in effect; (iv) a
specimen certificate representing the Common Stock; and
(v) copies of certain resolutions of the Board of
Directors of the Company relating to the Plans and
related matters. We have also examined originals or
copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such
agreements, certificates of public officials,
certificates of officers or other representatives of the
Company and others, and such other documents,
certificates and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed, and have
not independently established or verified, the legal
capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted
to us as originals, the conformity to original
documents of all documents submitted to us as
certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents.
In making our examination of documents executed or to
be executed by parties other than the Company, we have
assumed that such parties had or will have the power,
corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or
other, and execution and delivery by such parties of
such documents and the validity and binding effect
thereof. As to any facts material to the opinions
expressed herein which we have not independently
established or verified, we have relied upon statements
and representations of officers and other
representatives of the Company and others. We assume
that the Company will have at the time of the issuance
of any Shares under the Plans at least that number of
authorized but unissued shares of Common Stock equal to
the number of Shares to be issued pursuant to such
Plan.
Members of our firm are admitted to the
practice of law in the State of Illinois, and we do not
express any opinion as to the laws of any other
jurisdiction. With respect to matters of Maryland law,
we are relying with your consent solely on the opinion of
Piper & Marbury L.L.P., Baltimore, Maryland, a copy of
which has been delivered to you.
Based upon and subject to the foregoing, and
assuming the conformity of the certificates representing
the Shares to the form of the specimen thereof examined
by us and the due execution of such certificates, we are
of the opinion that the Shares have been duly authorized
by requisite corporate action by the Company, and, when
issued, delivered and paid for in accordance with the
terms and conditions of the Plans, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion
with the Commission as an exhibit to the Registration
Statement. In giving this consent, we do not thereby
admit that we are included in the category of persons
whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM
(ILLINOIS)
EXHIBIT 5.2
[Letterhead of Piper & Marbury L.L.P.]
December 12, 1997
LaSalle Partners Incorporated
200 East Randolph Street
Chicago, Illinois 60601
Ladies and Gentlemen:
We have acted as special Maryland counsel to LaSalle
Partners Incorporated, a Maryland corporation (the "Company"), in
connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of up to 2,965,000 shares of Common Stock, par value
$0.01 per share (the "Common Stock"), of the Company pursuant to a
Registration Statement of the Company on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission (the
"Commission"). The Registration Statement covers: (i) 250,000 shares of
Common Stock that may be purchased on the open market pursuant to the
Company's Employee Stock Purchase Plan, (ii) 2,215,000 shares of Common
Stock that may be issued in connection with awards granted pursuant to the
Company's 1997 Stock Award and Incentive Plan (the "Incentive Plan") and
(iii) 500,000 shares of Common Stock that may be issued pursuant to the
Company's Stock Compensation Plan (the "Compensation Plan"). The Incentive
Plan and the Compensation Plan are collectively referred to as the "Plans"
and the shares of Common Stock to be issued thereunder are collectively
referred to as the "Shares."
In this capacity, we have examined the Registration
Statement, the Plans, the Charter and By-Laws of the Company, the
proceedings of the Board of Directors of the Company relating to the
reservation and issuance of the Shares to be issued pursuant to the Plans,
a certificate of an officer of the Company (the "Certificate"), and such
other statutes, certificates, instruments and documents relating to the
Company and matters of law as we have deemed necessary to the issuance of
this opinion. In such examination, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity
with originals of all documents submitted to us as copies (and the
authenticity of the originals of such copies), and that all public records
reviewed are accurate and complete. As to factual matters, we have relied
on the Certificate and have not independently verified the matters stated
therein. We assume that the Company will have at the time of issuance of
any Shares under the Plans at least that number of authorized but unissued
shares of Common Stock of the Company equal to the number of shares to be
issued pursuant to such Plan.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion and so advise you
that, the issuance of the Shares has been duly authorized and, when issued,
delivered and paid for in accordance with the terms and conditions of the
Plans, such Shares will be validly issued, fully paid and non-assessable.
The opinion expressed herein is for the use of the Company
in connection with the Registration Statement. This opinion is limited to
the matters set forth herein, and no other opinion should be inferred
beyond the matters expressly stated.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us under the
heading "Legal Matters" in
the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Piper & Marbury L.L.P.
EXHIBIT 23.1
The Board of Directors
LaSalle Partners Incorporated:
We consent to incorporation by reference in the registration statement (No.
333-XXXXX) on Form S-8 of LaSalle Partners Incorporated of our report
dated March 21, 1997, except as to note 12 which is as of April 22, 1997,
relating to the combined balance sheets of LaSalle Partners Limited
Partnership and subsidiaries and LaSalle Partners Management Limited
Partnership and subsidiaries as of December 31, 1996 and 1995, and the
related combined statements of operations, partners' capital, and cash
flows for each of the years in the years in the three-year period ended
December 31, 1996, which report appears in the registration statement (No.
333-25741) on Form S-1 of LaSalle Partners Incorporated.
/s/ KPMG Peat Marwick LLP
Chicago, Illinois
December 12, 1997
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of LaSalle Partners Incorporated
on Form S-8 of our report relating to the financial
statements of The Galbreath Company and Affiliates dated
April 7, 1997 (except for Note 9 as to which the date is
April 22, 1997), appearing in the Prospectuses, which are
part of Registration Statement No. 333-25741 of LaSalle
Partners Incorporated on Form S-1.
/s/ Deloitte & Touche LLP
Columbus, Ohio
December 12, 1997
EXHIBIT 99.1
LASALLE PARTNERS INCORPORATED
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. LaSalle Partners Incorporated, a Maryland
corporation (the "Company"), hereby adopts this Employee Stock Purchase
Plan (the "Plan"). The purpose of the Plan is to provide an opportunity
for the employees of the Company and any designated subsidiaries to
purchase shares of the Common Stock of the Company through voluntary
automatic payroll deductions, thereby attracting, retaining and rewarding
such persons and strengthening the mutuality of interest between such
persons and the Company's stockholders. The Plan is effective January 1,
1998.
2. Shares Subject to Plan. An aggregate of 250,000 shares
(the "Shares") of Common Stock of the Company may be sold pursuant to the
Plan. Such Shares will be Common Stock purchased in the open market. If
there is any change in the outstanding shares of Common Stock by reason
of a stock dividend or distribution, stock split, recapitalization,
combination or exchange of shares, or a merger, consolidation or other
corporate reorganization in which the Company is the surviving
corporation, the number of Shares available for sale shall be equitably
adjusted by the Committee appointed to administer the Plan to give proper
effect to such change.
3. Administration. The Plan shall be administered by a
committee (the "Committee") which shall be the Compensation Committee of
the Board of Directors or another committee consisting of not less than
two directors of the Company appointed by the Board of Directors, none
of whom shall participate in the Plan and all of whom shall qualify as
disinterested persons within the meaning of Securities and Exchange
Commission Regulation ss. 240.16b-3 or any successor regulation. The
Committee is authorized, subject to the provisions of the Plan, to
establish such rules and regulations as it deems necessary for the
proper administration of the Plan and to make such determinations and
interpretations and to take such action in connection with the Plan and
any Shares made available hereunder as it deems necessary or advisable.
All determinations and interpretations made by the Committee shall be
binding and conclusive on all partici pants and their legal representatives.
No member of the Board, no member of the Committee and no employee of the
Company shall be liable for any act or failure to act hereunder, by any
other member or employee or by any agent to whom duties in connection
with the administra tion of this Plan have been delegated or, except in
circumstances involving his or her bad faith, gross negligence or fraud,
for any act or failure to act by the member or employee.
4. Eligibility. All regular employees of the Company, and of
each qualified subsidiary of the Company designated for participation by
the Board of Directors, other than:
(a) employees who have been employed less
than one year; or
(b) employees whose customary employment is 20 hours or less
per week; or
(c) employees whose customary employment is for not more than
5 months per year; or
(d) employees described in paragraph 8(a)
below;
shall be eligible to participate in the Plan. For the purposes
of this Plan, the term "qualified subsidiary" means any subsidiary, 50%
or more of the total combined voting power of all classes of stock in
which is now owned or hereafter acquired by the Company or any such
qualified subsidiary.
5. Participation. An eligible employee may elect to participate
in the Plan as of any "Enrollment Date". Enrollment Dates shall occur on
the first day of an Offering Period (as defined in paragraph 8). Any such
election shall be made by completing and forwarding to the Company an
enrollment and payroll deduction authori zation form prior to such
Enrollment Date, authorizing payroll deductions in such amount as the
employee may request but in no event less than the minimum nor more than
the maximum amount as the Committee shall determine. A participating
employee may increase or decrease his payroll deductions as of any
subsequent Enrollment Date by completing and forwarding to the Company a
revised payroll deduction authorization form; provided, that changes in
payroll deductions shall not be permitted to the extent that they would
result in total payroll deduc tions below the minimum or above the
maximum amount as is specified by the Committee. An eligible employee may
not initiate, increase or decrease payroll deductions as of any date
other than an Enrollment Date except by with drawing from the Plan as
provided in paragraph 7.
6. Payroll Deduction Accounts. The Company shall establish on
its books and records a "Payroll Deduction Account" for each
participating employee, and shall credit all payroll deductions made on
behalf of each employee pursuant to paragraph 5 to his or her Payroll
Deduction Account. No interest shall be credited to any Payroll Deduction
Account.
7. Withdrawals. An employee may withdraw from an Offering
Period at any time by completing and forward ing a written notice to the
Company. Upon receipt of such notice, payroll deductions on behalf of the
employee shall be discontinued commencing with the immediately following
payroll period. Unless the withdrawal form is submitted at least three
days before the last trading day of the month, the amount credited to the
employee's Payroll Deduction Amount will be applied to purchase stock.
Except as provided in the previous sentence, amounts credited to the
Payroll Deduction Account of any employee who withdraws shall be refunded
to the employee as soon as practicable after the withdrawal. The employee
may resume participation in the Plan at an Enrollment Date which
begins after expiration of a complete six-month Offering Period beginning
after the date of his withdrawals and during which he does not make any
Plan contributions, by filing a new election in accordance with paragraph
5 at least two weeks prior to the Enrollment Date.
8. Offering Periods. The Plan shall be implemented by
consecutive six-month Offering Periods with a new Offering Period
commencing on the first trading day on or after the first day of each
January and July during the term of the Plan, or on such other date as
the Com mittee shall determine, and continuing thereafter to the end of
such period, subject to termination in accordance with paragraph 17
hereof. "Trading day" shall mean a day on which the New York Stock
Exchange is open for trading. The Committee shall have the power to
change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings. The last trading day of each
Offering Period prior to the termination of the Plan (or such other
trading date as the Committee shall determine) shall constitute the
purchase dates (the "Share Purchase Dates") on which each employee for whom a
Payroll Deduction Account has been maintained shall purchase the number
of Shares determined under paragraph 9(a). Notwithstanding the foregoing,
the Company shall not permit the exercise of any right to purchase Shares
(a) to an employee who, immediately after the right is
granted, would own shares possessing 5% or more of the total
combined voting power or value of all classes of stock of the
Company or any subsidiary; or
(b) which would permit an employee's rights to purchase
shares under this Plan, or under any other qualified employee stock
purchase plan maintained by the Company or any subsidiary, to
accrue at a rate in excess of $25,000 in fair market value (as
determined on the first day of the offering period) for each
calendar year.
For the purposes of subparagraph (a), the provisions of Section 424(d) of
the Internal Revenue Code shall apply in determining the stock ownership
of an employee, and the shares which an employee may purchase under
outstand ing rights or options shall be treated as shares owned by the
employee.
9. Purchase of Shares.
(a) Subject to the limitations set forth in
paragraphs 7 and 8, each employee participating in an offering
shall purchase as many whole Shares (plus any fractional interest
in a Share) as may be purchased with the amounts credited to his or
her Payroll Deduction Account seven days prior to the Share
Purchase Date (or such other date as the Committee shall determine)
(the "Cutoff Date"). Employees may purchase Shares only through
payroll deductions, and cash contributions shall not be permitted.
(b) The "Purchase Price" for Shares purchased under the Plan
shall be not less than the lesser of (i) an amount equal to 85% of
the closing price of shares of Common Stock at the beginning of the
Offering Period or (ii) an amount equal to 85% of the closing price
of shares of Common Stock on the Share Purchase Date. For these
purposes, the closing price shall be as reported on the New York
Stock Exchange Composite Transactions list as reported in the Wall
Street Journal, Midwest Edition. The Committee shall have the
authority to establish a different Purchase Price as long as any
such Purchase Price complies with the provisions of Section 423 of
the Code.
(c) On each Share Purchase Date, the amount credited to each
participating employee's Payroll Deduction Account as of the
immediately preceding Cutoff Date shall be applied to purchase as
many whole Shares (plus any fractional interest in a Share) as may
be purchased with such amount at the applicable Purchase Price. Any
amount remaining in an employee's Payroll Deduction Account as of
the relevant Cutoff Date in excess of the amount that may properly
be applied to the purchase of Shares shall remain credited to
employee's Payroll Deduc tion Account for the next Offering Period,
unless the Committee directs that the amount be refunded to the
employee.
10. Brokerage Accounts or Plan Share Ac counts. By enrolling in
the Plan, each participating employee shall be deemed to have authorized
the estab lishment of a brokerage account on his or her behalf at a
securities brokerage firm selected by the Committee. Alternatively, the
Committee may provide for Plan share accounts for each participating
employee to be estab lished by the Company or by an outside entity
selected by the Committee which is not a brokerage firm. Shares purchased
by an employee pursuant to the Plan shall be held in the employee's
brokerage or Plan share account ("Plan Share Account") in his or her
name, or if the employee so indicates on his or her payroll deduction
authorization form, in the employee's name jointly with a member of the
employee's family, with right of survivorship.
11. Rights as Stockholder. An employee shall have no rights
as a stockholder with respect to Shares subject to any rights granted
under this Plan until payment for such Shares has been completed at the
close of business on the relevant Share Purchase Date.
12. Certificates. Certificates for Shares purchased under the
Plan will not be issued automatically. However, certificates for whole
Shares purchased shall be issued as soon as practicable following an
employee's written request. A reasonable charge may be imposed for the
issuance of such certificates. Frac tional interests in Shares shall be
carried forward in an employee's Plan Share Account until they equal one
whole Share or until the termination of the employee's participation in
the Plan, in which event an amount in cash equal to the value of such
fractional interest shall be paid to the employee in cash. If a share
certificate is issued to an employee, the employee will be required to
notify the Company of his disposition of such shares, if his disposition
occurs within time periods established by the Company.
13. Termination of Employment. If a participating employee's
employment is terminated for any reason, if an employee dies, if an
employee is granted a leave of absence of more than 90 days duration, or
if an employee otherwise ceases to be eligible to participate in the
Plan, payroll deductions on behalf of the employee shall be discontinued
and any amounts then credited to the employee's Payroll Deduction Account
shall be re funded to the employee as soon as practicable.
14. Rights Not Transferable. Rights granted under this Plan
are not transferable by a participating employee other than by will or
the laws of descent and distribution, and are exercisable during an
employee's lifetime only by the employee.
15. Employment Rights. Neither participation in the Plan,
nor the exercise of any right granted under the Plan, shall be made a
condition of employment, or of continued employment with the Company or
any subsidiary. Participation in the Plan does not limit the right of
the Company or any subsidiary to terminate a participating employee's
employment at any time or give any right to an employee to remain
employed by the Company or any subsidiary in any particular position or
at any particular rate of remuneration.
16. Application of Funds. All funds re ceived by the Company
for Shares sold by the Company on any Share Purchase Date pursuant to
this Plan may be used for any corporate purpose.
17. Amendments and Termination. The Board of Directors may amend
the Plan at any time, provided that no such amendment shall be effective
unless approved within 12 months after the date of the adoption of such
amendment by the affirmative vote of stockholders holding shares of
Common Stock entitled to a majority of the votes represented by all
outstanding shares of Common Stock entitled to vote if such stockholder
approval is required for the Plan to continue to comply with the
requirements of Securities and Exchange Commission Regulation ss.
240.16b-3 and Section 423 of the Internal Revenue Code. The Board of
Directors may suspend the Plan or discontinue the Plan at any time. Upon
termination of the Plan, all payroll deductions shall cease and all
amounts then credited to the participating employees' Payroll Deduction
Accounts shall be equitably applied to the purchase of whole Shares then
available for sale, and any remaining amounts shall be promptly refunded
to the participating employees.
18. Applicable Laws. This Plan, and all rights granted
hereunder, are intended to meet the requirements of an "employee stock
purchase plan" under Section 423 of the Internal Revenue Code, as from
time to time amended, and the Plan shall be construed and inter preted to
accomplish this intent. Sales of Shares under the Plan are subject to,
and shall be accomplished only in accordance with, the requirements of
all applicable securities and other laws.
19. Expenses. Except to the extent provided in paragraph 12,
all expenses of administering the Plan, including expenses incurred in
connection with the purchase of Shares in the open market for sale to
partici pating employees, shall be borne by the Company and its
subsidiaries.
20. Stockholder Approval. The Plan was adopted by the Board
of Directors on July 15, 1997, subject to stockholder approval.
EXHIBIT 99.2
LASALLE PARTNERS INCORPORATED
1997 STOCK AWARD AND INCENTIVE PLAN
LASALLE PARTNERS INCORPORATED
1997 STOCK AWARD AND INCENTIVE PLAN
Section Page
1. Purpose; Types of Awards; Construction..................... 1
2. Definitions................................................ 1
3. Administration............................................. 7
4. Eligibility................................................ 8
5. Stock Subject to the Plan.................................. 8
6. Specific Terms of Awards................................... 9
7. Change in Control Provisions.............................. 15
8. Loan Provisions........................................... 16
9. Special Non-Employee Director Options..................... 16
10. General Provisions.................................. 18
LASALLE PARTNERS INCORPORATED
1997 STOCK AWARD AND INCENTIVE PLAN
1. Purpose; Types of Awards; Construction.
The purpose of the 1997 Stock Award and Incentive Plan of
LaSalle Partners Incorporated (the "Plan") is to afford an incentive to
directors (including non-employee directors), selected employees and
independent contrac tors of LaSalle Partners Incorporated (the
"Company"), or any Subsidiary or Affil iate which now exists or hereafter
is organized or acquired, to acquire a propri etary interest in the
Company, to continue as directors, employees or independent contractors,
as the case may be, to increase their efforts on behalf of the Company
and to promote the success of the Company's business in the interest of
its stock holders. Pursuant to Section 6 of the Plan, there may be
granted Stock Options (including "incentive stock options" and
"nonqualified stock options"), stock appreciation rights and limited
stock appreciation rights (either in connection with options granted
under the Plan or independently of options), restricted stock, restricted
stock units, dividend equivalents, performance shares and other stock- or
cash-based awards. Section 9 of the Plan contains provisions governing
certain special grants of Options to non-employee directors of the
Company. The Plan also provides the authority to make loans to purchase
shares of common stock of the Company. From and after the consummation of
the "Initial Public Offering", as hereunder defined, the Plan is designed
to comply with the requirements of Regulation G (12 C.F.R. ss.207)
regarding the purchase of shares on margin, the requirements for
"performance-based compensation" under Section 162(m) of the Code and the
conditions for exemption from short-swing profit recovery rules under
Rule 16b-3 of the Exchange Act, and shall be interpreted in a manner
consistent with the requirements thereof.
2. Definitions.
For purposes of the Plan, the following terms shall be
defined as set forth below:
(a) "Affiliate" means any entity if, at the time of
granting of an Award or a Loan, (i) the Company, directly or indirectly,
owns at least 20% of the combined voting power of all classes of stock of
such entity or at least 20% of the ownership interests in such entity or
(ii) such entity, directly or indirectly, owns at least 20% of the combined
voting power of all classes of stock of the Company.
(b) "Award" means any Option, SAR (including a Limited
SAR), Restricted Stock, Restricted Stock Unit, Dividend Equivalent,
Performance Share or Other Stock-Based Award or Other Cash-Based Award
granted under the Plan.
(c) "Award Agreement" means any written agreement,
contract, or other instrument or document evidencing an Award.
(d) "Beneficiary means the person, persons, trust or
trusts which have been designated by a Grantee in his or her most recent
written beneficiary designation filed with the Company to receive the
benefits specified under the Plan upon his or her death, or, if there is
no designated Beneficiary or surviving designated Beneficiary, then the
person, persons, trust or trusts entitled by will or the laws of descent
and distribution to receive such benefits.
(e) "Board" means the Board of Directors of the
Company.
(f) "Change in Control" means a change in control of
the Company which will be deemed to have occurred if:
(i) any "person," as such term is used in Section
3(a)(9) of the Exchange Act, as modified and used in Sections
13(d) and 14(d) thereof except that such term shall not
include (A) the Company or any of its subsidiaries, (B) any
trustee or other fidu ciary holding securities under an
employee benefit plan of the Company or any of its
affiliates, (C) an underwriter temporarily holding securities
pursuant to an offering of such securities, (D) any
corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of Stock, or (E) any person or
group as used in Rule 13d-1(b) under the Exchange Act, is or
becomes the Beneficial Owner, as such term is defined in Rule
13d-3 under the Exchange Act, directly or indi rectly, of
securities of the Company (not including in the securities
beneficially owned by such Person any securities acquired
directly from the Company or its affiliates other than in
connection with the acquisition by the Company or its
affiliates of a business) represent ing 50% or more of the
combined voting power of the Company's then outstanding
securities;
(ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute
the Board, and any new director (other than (A) a director
designated by a person who has entered into an agreement with
the Company to effect a transaction described in clause (i),
(iii), or (iv) of this Section 2(f) or (B) other than a
director whose initial assumption of office is in connection
with an actual or threatened election contest, including but
not limited to a consent solicitation, relating to the
election of directors of the Company) whose election by the
Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for
any reason to constitute at least a majority thereof;
(iii) there is consummated a merger or
consolidation of the Company or any direct or indirect
subsidiary of the Company with any other corporation, other
than (A) a merger or consolidation which would result in the
voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securi ties of
the surviving entity or any parent thereof) in combination
with the ownership of any trustee or other fiduciary holding
secu rities under an employee benefit plan of the Company or
any subsid iary of the Company, at least 75% of the combined
voting power of the securities of the Company or such
surviving entity or any parent thereof outstanding
immediately after such merger or consolidation, or (B) a
merger or consolidation effected to implement a recap
italization of the Company (or similar transaction) in which
no person (as defined above) is or becomes the beneficial
owner, directly or indirectly, of securities of the Company
(not including in the securities beneficially owned by such
person any securities acquired directly from the Company or
its affiliates other than in connection with the acquisition
by the Company or its affiliates of a business) representing
25% or more of the combined voting power of the Company's then
outstanding securities; or
(iv) the stockholders of the Company approve a
plan of complete liquidation or dissolution of the Company or
there is consummated an agreement for the sale or disposition
by the Com pany of all or substantially all of the Company's
assets (or any transaction having a similar effect) other
than a sale or disposition by the Company of all or
substantially all of the Company's assets to an entity, at
least 75% of the combined voting power of the voting
securities of which are owned by stockholders of the Company
in substantially the same proportions as their ownership of
the Company immediately prior to such sale.
(g) "Change in Control Price" means the higher of (i)
the highest price per share paid in any transaction constituting a Change
in Control or (ii) the highest Fair Market Value per share at any time
during the 60-day period preceding or following a Change in Control.
(h) "Code" means the Internal Revenue Code of 1986, as
amended from time to time.
(i) "Committee" means the Board or the committee
established by the Board to administer the Plan from and after the
consummation of the Initial Public Offering, the composition of which
shall at all times satisfy the provisions of Rule 16b-3. With respect to
the period prior to consummation of the Initial Public Offering,
references to the "Committee" shall be deemed to refer to the Board.
(j) "Company" means LaSalle Partners Incorporated, a
corporation organized under the laws of the State of Maryland, or any
successor corporation.
(k) "Dividend Equivalent" means a right, granted to a
Grantee under Section 6(g), to receive cash, Stock, or other property
equal in value to dividends paid with respect to a specified number of
shares of Stock. Dividend Equivalents may be awarded on a free-standing
basis or in connection with another Award, and may be paid currently or
on a deferred basis.
(l) "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and as now or hereafter construed,
inter preted and applied by regulations, rulings and cases.
(m) "Fair Market Value" means, with respect to Stock or
other property, the fair market value of such Stock or other property
determined by such methods or procedures as shall be established from
time to time by the Committee. Unless otherwise determined by the
Committee in good faith, the per share Fair Market Value of Stock as of a
particular date shall mean (i) the closing sales price per share of Stock
on the national securities exchange on which the Stock is principally
traded, for the last preceding date on which there was a sale of such
Stock on such exchange, or (ii) if the shares of Stock are then traded in
an over-the-counter market, the average of the closing bid and asked
prices for the shares of Stock in such over-the-counter market for the
last preceding date on which there was a sale of such Stock in such
market, or (iii) if the shares of Stock are not then listed on a national
securities exchange or traded in an over-the-counter market, such value
as the Committee, in its sole discretion, shall deter mine.
(n) "Grantee" means a person who, as an employee or
independent contractor of the Company, a Subsidiary or an Affiliate, has
been granted an Award or Loan under the Plan.
(o) "Initial Public Offering" shall mean the initial
public offering of shares of Stock of the Company, as more fully
described in the Registration Statement on Form S-1 initially filed with
the Securities and Exchange Commission on April 24, 1997, as such
Registration Statement may be amended from time to time.
(p) "ISO" means any Option intended to be and
designated as an incentive stock option within the meaning of Section 422
of the Code.
(q) "Limited SAR" means a right granted pursuant to
Section 6(c) which shall, in general, be automatically exercised for cash
upon a Change in Control.
(r) "Loan" means the proceeds from the Company borrowed
by a Plan participant under Section 8 of the Plan.
(s) "NQSO" means any Option that is designated as a
nonqualified stock option.
(t) "Option" means a right, granted to a Grantee under
Section 6(b) and Section 9, to purchase shares of Stock. An Option may be
either an ISO or an NQSO, provided that, ISO's may be granted only to
employees of the Company or a Subsidiary.
(u) "Other Cash-Based Award" means cash awarded under
Section 6(h), including cash awarded as a bonus or upon the attainment of
speci fied performance criteria or otherwise as permitted under the Plan.
(v) "Other Stock-Based Award" means a right or other
interest granted to a Grantee under Section 6(h) that may be denominated
or payable in, valued in whole or in part by reference to, or otherwise
based on, or related to, Stock, including, but not limited to (1)
unrestricted Stock awarded as a bonus or upon the attainment of specified
performance criteria or otherwise as permitted under the Plan, and (2) a
right granted to a Grantee to acquire Stock from the Company for cash
and/or a promissory note containing terms and conditions prescribed by
the Committee.
(w) "Performance Share" means an Award of shares of
Stock to a Grantee under Section 6(h) that is subject to restrictions
based upon the attainment of specified performance criteria.
(x) "Plan" means this LaSalle Partners Incorporated
1997 Stock Award and Incentive Plan, as amended from time to time.
(y) "Restricted Stock" means an Award of shares of
Stock to a Grantee under Section 6(d) that may be subject to certain
restrictions and to a risk of forfeiture.
(z) "Restricted Stock Unit" means a right granted to a
Grantee under Section 6(e) to receive Stock or cash at the end of a
specified deferral period, which right may be conditioned on the
satisfaction of specified performance or other criteria.
(aa) "Rule 16b-3" means Rule 16b-3, as from time to
time in effect promulgated by the Securities and Exchange Commission
under Section 16 of the Exchange Act, including any successor to such
Rule.
(ab) "Stock" means shares of the common stock, par
value $0.01 per share, of the Company.
(ac) "SAR" or "Stock Appreciation Right" means the
right, granted to a Grantee under Section 6(c), to be paid an amount
measured by the appreciation in the Fair Market Value of Stock from the
date of grant to the date of exercise of the right, with payment to be
made in cash, Stock, or property as specified in the Award or determined
by the Committee.
(ad) "Subsidiary" means any corporation in an unbroken
chain of corporations beginning with the Company if, at the time of
granting of an Award, each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the
other corporations in the chain.
3. Administration.
The Plan shall be administered by the Committee. The
Committee shall have the authority in its discretion, subject to and not
inconsistent with the express provisions of the Plan, to administer the
Plan and to exercise all the powers and authorities either specifically
granted to it under the Plan or necessary or advisable in the
administration of the Plan, including, without limitation, the authority
to grant Awards and make Loans; to determine the persons to whom and the
time or times at which Awards shall be granted and Loans shall be made;
to determine the type and number of Awards to be granted and the amount
of any Loan, the number of shares of Stock to which an Award may relate
and the terms, conditions, restrictions and performance criteria relating
to any Award or Loan; and to determine whether, to what extent, and under
what circumstances an Award may be settled, cancelled, forfeited,
exchanged, or surrendered; to make adjust ments in the terms and
conditions of, and the criteria and performance objectives (if any)
included in, Awards and Loans in recognition of unusual or non-recurring
events affecting the Company or any Subsidiary or Affiliate or the
financial statements of the Company or any Subsidiary or Affiliate, or in
response to changes in applicable laws, regulations, or accounting
principles; to designate Affiliates; to construe and interpret the Plan
and any Award or Loan; to prescribe, amend and rescind rules and
regulations relating to the Plan; to determine the terms and provisions
of the Award Agreements and any promissory note or agreement related to
any Loan (which need not be identical for each Grantee); and to make all
other determinations deemed necessary or advisable for the administra
tion of the Plan.
The Committee may appoint a chairperson and a secretary and
may make such rules and regulations for the conduct of its business as it
shall deem advisable, and shall keep minutes of its meetings. All
determinations of the Committee shall be made by a majority of its
members either present in person or participating by conference telephone
at a meeting or by written consent. The Committee may delegate to one or
more of its members or to one or more agents such administrative duties
as it may deem advisable, and the Committee or any person to whom it has
delegated duties as aforesaid may employ one or more persons to render
advice with respect to any responsibility the Committee or such person
may have under the Plan. All decisions, determinations and
interpretations of the Committee shall be final and binding on all
persons, including the Company, and any Subsidiary, Affiliate or Grantee
(or any person claiming any rights under the Plan from or through any
Grantee) and any stockholder.
No member of the Board or Committee shall be liable for any
action taken or determination made in good faith with respect to the Plan
or any Award granted or Loan made hereunder.
4. Eligibility.
Subject to the conditions set forth below, Awards and Loans
may be granted to directors (including non-employee directors), selected
employees and independent contractors of the Company and its present or
future Subsidiaries and Affiliates, in the discretion of the Committee.
In determining the persons to whom Awards and Loans shall be granted and
the type of any Award or the amount of any Loan (including the number of
shares to be covered by such Award), the Committee shall take into
account such factors as the Committee shall deem relevant in connection
with accomplishing the purposes of the Plan.
5. Stock Subject to the Plan.
The maximum number of shares of Stock reserved for the grant
of Awards under the Plan shall be 2,215,000 shares of Stock, subject to
adjustment as provided herein. No more than 75,000 of the total shares
available for grant may be awarded to a single individual in a single
year. Such shares may, in whole or in part, be authorized but unissued
shares or shares that shall have been or may be reacquired by the Company
in the open market, in private transactions or other wise. If any shares
subject to an Award are forfeited, cancelled, exchanged or sur rendered
or if an Award otherwise terminates or expires without a distribution of
shares to the Grantee, the shares of Stock with respect to such Award
shall, to the extent of any such forfeiture, cancellation, exchange,
surrender, termination or expiration, again be available for Awards under
the Plan; provided that, in the case of forfeiture, cancellation,
exchange or surrender of shares of Restricted Stock or Restricted Stock
Units with respect to which dividends or Dividend Equivalents have been
paid or accrued, the number of shares with respect to such Awards shall
not be available for Awards hereunder unless, in the case of shares with
respect to which dividends or Dividend Equivalents were accrued but
unpaid, such dividends and Dividend Equivalents are also forfeited,
cancelled, exchanged or surrendered. Upon the exercise of any Award
granted in tandem with any other Awards or Awards, such related Awards or
Awards shall be cancelled to the extent of the number of shares of Stock
as to which the Award is exercised and, notwithstanding the foregoing,
such number of shares shall no longer be available for Awards under the
Plan.
In the event that the Committee shall determine that any
dividend or other distribution (whether in the form of cash, Stock, or
other property), recapitalization, Stock split, reverse split,
reorganization, merger, consolidation, spin-off, combination, repurchase,
or share exchange, or other similar corporate transaction or event,
affects the Stock such that an adjustment is appropriate in order to
prevent dilution or enlargement of the rights of Grantees under the Plan,
then the Committee shall make such equitable changes or adjustments as it
deems necessary or appropriate to any or all of (i) the number and kind
of shares of Stock which may thereafter be issued in connection with
Awards, (ii) the number and kind of shares of Stock issued or issuable in
respect of outstanding Awards, and (iii) the exercise price, grant price,
or purchase price relating to any Award; provided that, with respect to
ISOs, such adjustment shall be made in accordance with Section 424(h) of
the Code.
6. Specific Terms of Awards.
(a) General. The term of each Award shall be for such period
as may be determined by the Committee. Subject to the terms of the Plan
and any applicable Award Agreement, payments to be made by the Company or
a Subsidiary or Affiliate upon the grant, maturation, or exercise of an
Award may be made in such forms as the Committee shall determine at the
date of grant or there after, including, without limitation, cash, Stock,
or other property, and may be made in a single payment or transfer, in
installments, or on a deferred basis. The Committee may make rules
relating to installment or deferred payments with respect to Awards,
including the rate of interest to be credited with respect to such
payments. In addition to the foregoing, the Committee may impose on any
Award or the exercise thereof, at the date of grant or thereafter, such
additional terms and conditions, not inconsistent with the provisions of
the Plan, as the Committee shall determine.
(b) Options. The Committee is authorized to grant
Options to Grantees on the following terms and conditions:
(i) Type of Award. The Award Agreement evidenc
ing the grant of an Option under the Plan shall designate the
Option as an ISO or an NQSO.
(ii) Exercise Price. The exercise price per share
of Stock purchasable under an Option shall be determined by
the Committee; provided that, in the case of an ISO, such
exercise price shall be not less than the Fair Market Value
of a share on the date of grant of such Option, and in no
event shall the exercise price for the purchase of shares be
less than par value. The exercise price for Stock subject to
an Option may be paid in cash or by an exchange of Stock
previously owned by the Grantee, or a combination of both, in
an amount having a combined value equal to such exercise
price. A Grantee may also elect to pay all or a portion of
the aggregate exercise price by having shares of Stock with a
Fair Market Value on the date of exercise equal to the
aggregate exercise price with held by the Company or sold by
a broker-dealer under circum stances meeting the requirements
of 12 C.F.R. ss.220 or any suc cessor thereof.
(iii) Term and Exercisability of Options. The
date on which the Committee adopts a resolution expressly
granting an Option shall be considered the day on which such
Option is granted; provided that, Option grants in connection
with the Initial Public Offering shall be deemed to have been
granted on the date of con summation of the Initial Public
Offering. Options shall be exer cisable over the exercise
period (which shall not exceed ten years from the date of
grant), at such times and upon such conditions as the
Committee may determine, as reflected in the Award Agree
ment; provided that, the Committee shall have the authority
to accelerate the exercisability of any outstanding Option at
such time and under such circumstances as it, in its sole
discretion, deems appropriate. An Option may be exercised to
the extent of any or all full shares of Stock as to which the
Option has become exercisable, by giving written notice of
such exercise to the Committee or its designated agent.
(iv) Termination of Employment, etc. An Option
may not be exercised unless the Grantee is then in the employ
of, or then maintains an independent contractor relationship
with, the Company or a Subsidiary or an Affiliate (or a
company or a parent or subsidiary company of such company
issuing or assuming the Option in a transaction to which
Section 424(a) of the Code applies), and unless the Grantee
has remained continuously so employed, or continuously
maintained such relationship, since the date of grant of the
Option; provided that, the Award Agreement may contain
provisions extending the exercisability of Options, in the
event of specified terminations, to a date not later than the
expiration date of such Option.
(v) Other Provisions. Options may be subject to
such other conditions including, but not limited to,
restrictions on transferability of the shares acquired upon
exercise of such Options, as the Committee may prescribe in
its discretion or as may be required by applicable law.
(c) SARs and Limited SARs. The Committee is authorized
to grant SARs and Limited SARs to Grantees on the following terms and
condi tions:
(i) In General. Unless the Committee determines
otherwise, an SAR or a Limited SAR (1) granted in tandem with an
NQSO may be granted at the time of grant of the related NQSO or
at any time thereafter or (2) granted in tandem with an ISO
may only be granted at the time of grant of the related ISO.
An SAR or Limited SAR granted in tandem with an Option shall
be exercisable only to the extent the underlying Option is
exercisable.
(ii) SARs. An SAR shall confer on the Grantee a
right to receive an amount with respect to each share subject
thereto, upon exercise thereof, equal to the excess of (1)
the Fair Market Value of one share of Stock on the date of
exercise over (2) the grant price of the SAR (which in the
case of an SAR granted in tandem with an Option shall be
equal to the exercise price of the underlying Option, and
which in the case of any other SAR shall be such price as the
Committee may determine).
(iii) Limited SARs. A Limited SAR shall confer on
the Grantee a right to receive with respect to each share
subject thereto, automatically upon the occurrence of a
Change in Control, an amount equal in value to the excess of
(1) the Change in Control Price (in the case of a LSAR
granted in tandem with an ISO, the Fair Market Value), of one
share of Stock on the date of such Change in Control over (2)
the grant price of the Limited SAR (which in the case of a
Limited SAR granted in tandem with an Option shall be equal
to the exercise price of the underlying Option, and which in
the case of any other Limited SAR shall be such price as the
Committee determines); provided that, in the case of a Limited
SAR granted to a Grantee who is subject to the reporting
re quirements of Section 16(a) of the Exchange Act (a
"Section 16 Individual"), such Section 16 Individual shall
only be entitled to receive such amount if such Limited SAR
has been outstanding for at least six (6) months as of the
date of the Change in Control.
(d) Restricted Stock. The Committee is authorized to
grant Restricted Stock to Grantees on the following terms and conditions:
(i) Issuance and Restrictions. Restricted Stock
shall be subject to such restrictions on transferability and
other restric tions, if any, as the Committee may impose at
the date of grant or thereafter, which restrictions may lapse
separately or in combination at such times, under such
circumstances, in such installments, or otherwise, as the
Committee may determine. Such restrictions may include
factors relating to the increase in the value of the Stock or
to individual or Company performance such as the attainment
of certain specified individual, divisional or Company-wide
perfor mance goals, sales volume increases or increases in
earnings per share. Except to the extent restricted under the
Award Agreement relating to the Restricted Stock, a Grantee
granted Restricted Stock shall have all of the rights of a
stockholder including, without limitation, the right to vote
Restricted Stock and the right to receive dividends thereon.
(ii) Forfeiture. Upon termination of employment
with or service to the Company, or upon termination of the
indepen dent contractor relationship, as the case may be,
during the appli cable restriction period, Restricted Stock
and any accrued but unpaid dividends or Dividend Equivalents
that are at that time subject to re strictions shall be
forfeited; provided that, the Committee may provide, by rule
or regulation or in any Award Agreement, or may determine in
any individual case, that restrictions or forfeiture
conditions relating to Restricted Stock will be waived in
whole or in part in the event of terminations resulting from
specified causes, and the Committee may in other cases waive
in whole or in part the for feiture of Restricted Stock.
(iii) Certificates for Stock. Restricted Stock
granted under the Plan may be evidenced in such manner as the
Committee shall determine. If certificates representing
Restricted Stock are registered in the name of the Grantee,
such certificates shall bear an appropriate legend referring
to the terms, conditions, and restric tions applicable to
such Restricted Stock, and the Company shall retain physical
possession of the certificate.
(iv) Dividends. Dividends paid on Restricted
Stock shall be either paid at the dividend payment date, or
deferred for payment to such date as determined by the
Committee, in cash or in shares of unrestricted Stock having
a Fair Market Value equal to the amount of such dividends.
Stock distributed in connection with a stock split or stock
dividend, and other property distributed as a dividend, shall
be subject to restrictions and a risk of forfeiture to the
same extent as the Restricted Stock with respect to which
such Stock or other property has been distributed.
(e) Restricted Stock Units. The Committee is authorized
to grant Restricted Stock Units to Grantees, subject to the following
terms and conditions:
(i) Award and Restrictions. Delivery of Stock or
cash, as determined by the Committee, will occur upon
expiration of the deferral period specified for Restricted
Stock Units by the Committee. In addition, Restricted Stock
Units shall be subject to such restrictions as the Committee
may impose, at the date of grant or thereafter, which
restrictions may lapse at the expiration of the deferral
period or at earlier or later specified times, separately or
in combination, in installments or otherwise, as the
Committee may determine. Such restrictions may include
factors relating to the increase in the value of the Stock or
to individual or Company performance such as the attainment
of certain specified individual, divisional or Company-wide
performance goals, sales volume increases or increases in
earnings per share.
(ii) Forfeiture. Upon termination of employment
or termination of the independent contractor relationship
during the applicable deferral period or portion thereof to
which forfeiture conditions apply, or upon failure to satisfy
any other conditions precedent to the delivery of Stock or
cash to which such Restricted Stock Units relate, all
Restricted Stock Units that are then subject to deferral or
restriction shall be forfeited; provided that, the Committee
may provide, by rule or regulation or in any Award Agreement,
or may determine in any individual case, that restrictions or
forfei ture conditions relating to Restricted Stock Units
will be waived in whole or in part in the event of
termination resulting from specified causes, and the
Committee may in other cases waive in whole or in part the
forfeiture of Restricted Stock Units.
(f) Stock Awards in Lieu of Cash Awards. The Committee
is authorized to grant Stock as a bonus, or to grant other Awards, in
lieu of Company commitments to pay cash under other plans or compensatory
arrange ments. Stock or Awards granted hereunder shall have such other
terms as shall be determined by the Committee.
(g) Dividend Equivalents. The Committee is authorized
to grant Dividend Equivalents to Grantees. The Committee may provide, at
the date of grant or thereafter, that Dividend Equivalents shall be paid
or distributed when accrued or shall be deemed to have been reinvested in
additional Stock, or other investment vehicles as the Committee may
specify, provided that Dividend Equivalents (other than freestanding
Dividend Equivalents) shall be subject to all conditions and restrictions
of the underlying Awards to which they relate.
(h) Performance Shares and Other Stock- or Cash-Based
Awards. The Committee is authorized to grant to Grantees Performance
Shares and/or Other Stock-Based Awards or Other Cash-Based Awards as an
element of or supplement to any other Award under the Plan, as deemed by
the Committee to be consistent with the purposes of the Plan. Such Awards
may be granted with value and payment contingent upon performance of the
Company or any other factors designated by the Committee, or valued by
reference to the performance of specified Subsidiaries or Affiliates.
The Committee shall determine the terms and conditions of
such Awards at the date of grant or, to the extent permitted by Section
162(m) of the Code, thereafter; provided, that performance objectives for
each year shall be established by the Committee not later than the latest
date permissible under Section 162(m) of the Code. Such performance
objectives may be expressed in terms of one or more financial or other
objective goals. Financial goals may be expressed, for example, in terms
of sales, earnings per share, stock price, return on equity, net earnings
growth, net earnings, related return ratios, cash flow, earnings before
interest, taxes, depreciation and amortization (EBITDA), return on assets
or total stockholder return. Other objective goals may include the attain
ment of various productivity and long-term growth objectives, including,
without limitation reductions in the Company's overhead ratio and expense
to sales ratios. Any criteria may be measured in absolute terms or as
compared to another corpo ration or corporations. To the extent
applicable, any such performance objective shall be determined (i) in
accordance with the Company's audited financial state ments and generally
accepted accounting principles and reported upon by the Company's
independent accountants or (ii) so that a third party having knowledge of
the relevant facts could determine whether such performance objective is
met. Performance objectives shall include a threshold level of performance
below which no Award payment shall be made, levels of performance above which
specified percentages of target Awards shall be paid, and a maximum level
of performance above which no additional Award shall be paid. Performance
objectives estab lished by the Committee may be (but need not be)
different from year-to-year and different performance objectives may be
applicable to different Grantees.
7. Change in Control Provisions. The following provisions
shall apply in the event of a Change of Control unless otherwise
determined by the Committee or the Board in writing at or after the grant
of an Award, but prior to the occurrence of such Change in Control:
(a) any Award carrying a right to exercise that was not
previously exercisable and vested shall become fully exercisable and
vested; and
(b) the restrictions, deferral limitations, payment
conditions, and forfeiture conditions applicable to any other Award
granted under the Plan shall lapse and such Awards shall be deemed fully
vested, and any performance conditions imposed with respect to Awards
shall be deemed to be fully achieved.
(c) the value of all outstanding Awards shall, to the
extent determined by the Committee at or after grant, be cashed out on
the basis of the Change of Control Price as of the date the Change of
Control occurs or such other date as the Committee may determine prior to
the Change of Control.
8. Loan Provisions. Subject to the provisions of the Plan and
all applicable federal and state laws, rules and regulations (including
the requirements of Regulation G (12 C.F.R. ss.207)), the Committee
shall have the authority to make Loans to Grantees (on such terms and
conditions as the Committee shall determine), to enable such Grantees to
purchase shares in connection with the realization of Awards under the
Plan. Loans shall be evidenced by a promissory note or other agreement,
signed by the borrower, which shall contain provisions for repayment and
such other terms and conditions as the Committee shall deter mine.
9. Special Non-Employee Director Options.
(a) Automatic Options. In addition to any other Award
granted hereunder, non-employee directors of the Company will be granted the
Options described in clauses (i), (ii) and (iii) of this Section 9 (a)
(the "Automatic Options"):
(i) On the first business day following the
effective date of the Initial Public Offering (the "Initial
Grant Date"), each director who is a non-employee director on
such date (a "Current Director") shall be granted
automatically, without action by the Committee, an Option to
purchase 5,000 shares of Stock.
(ii) Each non-employee director (a "New
Director") who, after the Initial Grant Date, is elected to
the Board for the first time, will at the time such non-
employee director is elected and duly qualified, be granted
automatically, without action by the Committee, an Option
to purchase 5,000 shares of Stock.
(iii) On the first business day following the
1998 annual stockholders' meeting of the Company, each
continuing Current Director and each continuing New Director
will be granted automatically, without action by the
Committee, an Option to purchase 1,000 shares of Stock. In
addition, on the first business day following each annual
meeting of the stockholders' thereafter, each non-employee
director (other than a New Director) who is continuing
service as a member of the Board, will be granted
automatically, without action by the Committee, an Option to
purchase 1,000 shares of Stock.
(b) Elected Options. Each non-employee director may, at
least six months prior to each anniversary of his election to the Board,
irrevocably elect to receive, in lieu of the annual directors' retainer
payable to such non-employee director with respect to the one year period
commencing on such anniversary date, an Option (an "Elected Option") to
purchase shares of Stock. With respect to the annual retainer payable to
a New Director with respect to his or her first year of Board service,
such an election must be made within five (5) days of his of her election
to the Board and prior to the performance of any significant service with
respect to such first year. The number of shares of Stock covered by such
Elected Option will be an amount equal to the annual cash retainer, net
of the aggregate exercise price of the Option shares, divided by the Fair
Market Value of the Stock on the date of grant.
(c) Terms and Conditions of Options. Automatic Options
and Elected Options shall be subject to the following specific terms and
conditions (and shall otherwise be subject to all other provisions of the
Plan not in conflict with this Section 9):
(i) Each Automatic Option and each Elected Option
shall be a NQSO.
(ii) The exercise price of Automatic Options
shall be equal to the Fair Market Value of the shares of
Stock subject to such Automatic Options on the date of grant
and the exercise price of Elected Options shall be one (1)
dollar.
(iii) Automatic Options shall be exercisable as
to twenty percent (20%) of the Stock subject thereto on the
first anni versary of the date of grant, and shall become
exercisable as to an additional twenty percent (20%) of such
shares on each of the second, third, fourth and fifth
anniversaries of such date of grant. Automatic Options shall
be exercisable for a period of ten (10) years from the date
of grant of such Option; provided that, the exercise period
shall be subject to earlier termination in accordance with
the provisions of Section 6 (b) (iv) hereof. Elected Options
shall be exercisable for a period ending ten (10) years from
the December 31st of the year in which the retainer was
earned.
10. General Provisions.
(a) Approval of Shareholders. The Plan shall take
effect upon its adoption by the Board but the Plan (and any grants of
Awards made prior to the shareholder approval mentioned herein) shall be
subject to ratification by the holder(s) of a majority of the issued and
outstanding shares of voting securities of the Company entitled to vote,
which ratification must occur within twelve (12) months of the date that
the Plan is adopted by the Board. In the event that the shareholders of
the Company do not ratify the Plan at a meeting of the share holders at
which such issue is considered and voted upon, then upon such event the
Plan and all rights hereunder shall immediately terminate and no Grantee
(or any permitted transferee thereof) shall have any remaining rights
under the Plan or any Award Agreement entered into in connection
herewith.
(b) Nontransferability. Awards shall not be
transferable by a Grantee except by will or the laws of descent and
distribution or, if then permit ted under Rule 16b-3, pursuant to a
qualified domestic relations order as defined under the Code or Title I
of the Employee Retirement Income Security Act of 1974, as amended, or
the rules thereunder, and shall be exercisable during the lifetime of a
Grantee only by such Grantee or his guardian or legal representative.
(c) No Right to Continued Employment, etc. Nothing in
the Plan or in any Award or Loan granted or any Award Agreement,
promissory note or other agreement entered into pursuant hereto shall
confer upon any Grantee the right to continue in the employ of or to
continue as an independent contractor of the Company, any subsidiary or
any Affiliate or to be entitled to any remuneration or benefits not set
forth in the Plan or such Award Agreement, promissory note or other
agreement or to interfere with or limit in any way the right of the
Company or any such Subsidiary or Affiliate to terminate such Grantee's
employment or independent contractor relationship.
(d) Taxes. The Company or any Subsidiary or Affiliate
is authorized to withhold from any Award granted, any payment relating to
an Award under the Plan, including from a distribution of Stock, or any
other payment to a Grantee, amounts of withholding and other taxes due in
connection with any transaction involving an Award, and to take such
other action as the Committee may deem advisable to enable the Company
and Grantees to satisfy obligations for the payment of withholding taxes
and other tax obligations relating to any Award. This authority shall
include authority to withhold or receive Stock or other prop erty and to
make cash payments in respect thereof in satisfaction of a Grantee's tax
obligations.
(e) Amendment and Termination of the Plan. The Board
may at any time and from time-to-time alter, amend, suspend, or terminate
the Plan in whole or in part; provided that, no amendment which requires
stockholder approval in order for the Plan to continue to comply with
Rule 16b-3, shall be effective unless the same shall be approved by the
requisite vote of the stockhold ers of the Company entitled to vote
thereon. Notwithstanding the foregoing, no amendment shall affect
adversely any of the rights of any Grantee, without such Grantee's
consent, under any Award or Loan theretofore granted under the Plan.
(f) No Rights to Awards or Loans; No Stockholder Rights. No
Grantee shall have any claim to be granted any Award or Loan under the
Plan, and there is no obligation for uniformity of treatment of Grantees.
Except as provided specifically herein, a Grantee or a transferee of an
Award shall have no rights as a stockholder with respect to any shares
covered by the Award until the date of the issuance of a stock
certificate to him for such shares.
(g) Unfunded Status of Awards. The Plan is intended to
constitute an "unfunded" plan for incentive and deferred compensation.
With respect to any payments not yet made to a Grantee pursuant to an
Award, nothing contained in the Plan or any Award shall give any such
Grantee any rights that are greater than those of a general creditor of
the Company.
(h) No Fractional Shares. No fractional shares of Stock
shall be issued or delivered pursuant to the Plan or any Award. The
Committee shall determine whether cash, other Awards, or other property
shall be issued or paid in lieu of such fractional shares or whether such
fractional shares or any rights thereto shall be forfeited or otherwise
eliminated.
(i) Regulations and Other Approvals.
(I) The obligation of the Company to sell or
deliver Common Stock with respect to any Award granted under
the Plan shall be subject to all applicable laws, rules and
regulations, in cluding all applicable federal and state
securities laws, and the obtaining of all such approvals by
governmental agencies as may be deemed necessary or
appropriate by the Committee.
(II) Each Award is subject to the requirement
that, if at any time the Committee determines, in its
absolute discretion, that the listing, registration or
qualification of Common Stock issuable pursuant to the Plan
is required by any securities exchange or under any state or
federal law, or the consent or approval of any governmental
regulatory body is necessary or desirable as a condition of,
or in connection with, the grant of an Award or the issuance
of Common Stock, no such Award shall be granted or payment
made or Common Stock issued, in whole or in part, unless
listing, registration, qualification, consent or approval has
been effected or obtained free of any conditions not
acceptable to the Committee.
(III) In the event that the disposition of Common
Stock acquired pursuant to the Plan is not covered by a then
current registration statement under the Securities Act and
is not otherwise exempt from such registration, such Common
Stock shall be re stricted against transfer to the extent
required by the Securities Act or regulations thereunder, and
the Committee may require a Grantee receiving Common Stock
pursuant to the Plan, as a condition prece dent to receipt of
such Common Stock, to represent to the Company in writing
that the Common Stock acquired by such Grantee is acquired
for investment only and not with a view to distribution.
(j) Governing Law. The Plan and all determinations made
and actions taken pursuant hereto shall be governed by the laws of the
State of Maryland without giving effect to the conflict of laws
principles thereof.
(k) Effective Date; Plan Termination. The Plan shall
take effect upon its adoption by the Board (the "Effective Date"), but
the Plan (and any grants of Awards made prior to the stockholder approval
mentioned herein), shall be subject to the approval of the holder(s) of a
majority of the issued and outstand ing shares of voting securities of
the Company entitled to vote, which approval must occur within twelve
months of the date the Plan is adopted by the Board. In the absence of
such approval, such Awards shall be null and void. Notwithstand ing the
foregoing, the effectiveness of the Plan and the validity of any Award or
Loan granted hereunder is conditioned upon the consummation of the
Initial Public Offering, and shall be of no force and effect if the
Initial Public Offering is not consummated.
AMENDMENT TO THE
LASALLE PARTNERS INCORPORATED
1997 STOCK AWARD AND INCENTIVE PLAN
WHEREAS, LaSalle Partners Incorporated (the "Company")
maintains the 1997 Stock Award and Incentive Plan (the "Plan') for the
benefit of directors (including non-employee directors), selected employees
and independent contractors of the Company (the "Participants"); and
WHEREAS, the Company has determined that amending the
Plan in certain respects is in the best interest of the Participants; and
WHEREAS, Section 10(e) of the Plan provides that the Board of
Directors of the Company (the "Board") may at any time and from
time-to-time alter, amend, suspend or terminate the Plan in whole or in
part, and the Board has adopted a resolution approving such an
amendment to the Plan;
NOW THEREFORE, the Plan has been amended effective December
11, 1997 as follows:
1. Section 9(b) of the Plan has been amended in its entirety to
read as follows:
b. Elected Options. Each Non-employee director may, at any
time prior to the commencement of any calendar year during
which he or she will serve as a member of the Board, irrevocably
elect to receive, in lieu of the annual directors' retainer
payable to such non-employee director with respect to such
calendar year, an Option (an "Elected Option") to purchase
shares of Stock. With respect to the annual retainer payable
to a New Director for the first calendar year (beginning with
the 1998 calendar year) of his or her Board service, such an
election must be made within five (5) days of his or her
election or appointment to the Board and prior to the performance
of any significant service with respect to such first
year. The number of shares of Stock covered by an Elected
Option shall be the number (rounded to the nearest whole
number of shares) equal to (i) the annual retainer divided by
(ii) the value, as determined by application of the Black-
Scholes Option Pricing Model (the "Black-Scholes Model"), of
a ten year option with respect to one (1) share of Stock and
with an exercise price equal to the exercise price at which
the Elected Option will be granted. The Black- Scholes Model
calculation shall be based upon the volatility of the Stock
over the period (i) beginning on the later of (x) the date
which is ten (10) years before the date of grant of the
Elected Option and (y) July 17, 1997 and (ii) ending on the
date of grant of the Elected Option. The risk fee rate or
return for purposes of the Black-Scholes Model calculation
shall be the yield (based on the "ask price") with respect to
"U.S. Treasury Strips" with a maturity which is closest to
the date which is ten (10) years from the date of grant of
the Elected Option, as reported in the Wall Street Journal
(or, to the extent that such yield is not quoted in the Wall
Street Journal, such other rate as determined by the Committee)
on the date of grant of the Elected Option (or, if
not published on the date of grant, the last date preceding
the date of grant on which the Wall Street Journal is
published). An Elected Option shall be granted on December 31
of the year in which the annual retainer to which it relates
is earned.
Section 9(c)(ii) of the Plan has been amended and restated in its entirety
to read as follows:
(ii) The exercise price of Automatic Options and Elected Options
shall be equal to the Fair Market Value of the shares of Stock
subject to such Automatic Options and Elected Options on the date
of grant.
2. Except as herein modified, all the terms, conditions and
provisions of the LaSalle Partners Incorporated 1997 Stock Award and
Incentive Plan are hereby ratified, confirmed and carried forward.
LASALLE PARTNERS INCORPORATED
STOCK COMPENSATION PROGRAM
TABLE OF CONTENTS
PAGE
SECTION 1
Purpose................................................... 1
1.1. Purpose....................................................1
1.2. Employers..................................................1
1.3. Effective Date.............................................1
1.4. Administrator..............................................2
1.5. Notices....................................................2
SECTION 2
Participation............................................. 3
2.1. Participation..............................................3
2.2. Continuity of Participation................................3
SECTION 3
Stock Compensation Allocations............................ 5
3.1. Amount of SCA Credits......................................5
3.2. SCA Account and Vesting....................................6
3.3. Distribution Election......................................8
SECTION 4
Bonus Deferral Elections.................................. 9
4.1. Bonus Deferral Elections...................................9
4.2. Period for Which Deferral Election Effective..............10
4.3. Distribution Elections....................................10
4.4. Participant's Accounts....................................11
4.5. Adjustment of Participant's Accounts......................12
4.6. Company Stock and Investment Funds........................13
4.7. Individual Investment Option..............................15
4.8. No Responsibility for Company Stock or
Investment Decisions......................................16
4.9. Statement of Account......................................17
SECTION 5
Salary Deferral Elections.................................17
SECTION 6
Distribution of Accounts................................. 18
6.1. Distributions.............................................18
6.2. Pre- and Post-Retirement Age Distributions................19
6.3. Designation of Beneficiary................................20
6.4. Withholding; Employment Taxes.............................20
SECTION 7
Administration and Interpretation.........................21
SECTION 8
Miscellaneous.............................................22
8.1. No Right to Company Assets; Limitations
Related to Company Stock..................................22
8.2. No Employment Rights......................................22
8.3. Facility of Payment.......................................23
8.4. Nonassignability..........................................23
8.5. Effect on Other Benefits..................................24
8.6. Independence of Program...................................25
8.7. Responsibility for Legal Effect...........................25
8.8. Action by the Company.....................................25
8.9. Successors, Acquisitions, Mergers,
Consolidations............................................26
8.10. Gender and Number.........................................26
8.11. Governing Laws............................................26
8.12. Claims Procedure..........................................26
8.13. Committee.................................................27
SECTION 9
Amendment and Termination.................................28
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 com-
pany 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.
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 the Corporate
Secretary, LaSalle Partners Incorporated, 200 E. Randolph Drive, Chicago,
Illinois 60601.
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 compen-
sation 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 distribu-
tions 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 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 dis-
abled for purposes of the program if, on
account of a disability, he is no longer
capable of performing the duties as-
signed 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.
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:
STOCK COMPENSATION ALLOCATION SCHEDULE
ACTUAL COMPENSATION STOCK COMPENSATION ALLOCATION
EQUAL TO OR
GREATER THAN BUT LESS THAN MINIMUM + X% OF EXCESS OVER
$ 0 $ 100,000 $ 0 0% $ 0
100,000 150,000 2,000 10% 100,000
150,000 200,000 7,000 12% 150,000
200,000 250,000 13,000 15% 200,000
250,000 300,000 20,500 17% 250,000
300,000 400,000 29,000 19% 300,000
400,000 500,000 48,000 19% 400,000
500,000 67,000 13.4% 500,000
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 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 subsec-
tion 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 specified 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
investment 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 subsection 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.
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 percent 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 amount of each
participant's bonus deferral election will be credited to a deferral
account established in his name, as provided in subsection 4.4, but amounts
credited to deferral accounts (which are applied toward company stock) will
not be eligible for the deemed purchase discount described in subsection
4.6. 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 per-
mitted; 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 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 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 partici-
pant. Subaccounts will be adjusted from time to time to reflect investment
gains and losses, as provided in subsection 4.5.
4.5. Adjustment of Participant's 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 defer-
rals 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 (but not as
to any such deemed investment credited to a participant's deferral account
because of a bonus deferral election under subsection 4.1), 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 administrator, 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 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 in-
vested 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 funds 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, 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 em-
ployees, 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 furnish each
participant with a statement of the balance credited to the participant's
accounts as at the end of that year.
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 participant's deferral accounts as described in
subsection 4.4 and will be subject to the same distribution elections
available under subsection 4.3.
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 par-
ticipant 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 dates") 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 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.
6.4. 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.
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.
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.
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 finan-
cial 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 enti-
tled to 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 benefi-
cially 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 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, 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.
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 benefi-
ciary 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 practi-
cable.
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 favor of any person relying on the certificate.
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 bal-
ances 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 termina-
tion, 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.
