EXHIBIT 10.8
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[FORM OF STOCKHOLDER AGREEMENT]
STOCKHOLDER AGREEMENT, dated as of October 21, 1998
(this "Agreement"), by and among (i) LaSalle Partners
Incorporated, a Maryland corporation ("Parent"), (ii) the
Person named as "Stockholder" on the signature page hereto and
(iii) if the Stockholder is not a natural person, the person
named as "Related JLW Owner" on the signature page hereto.
WHEREAS, as of the date hereof, Parent and the other
parties named therein are entering into a Purchase and Sale
Agreement (the "Europe/USA Region Agreement"), pursuant to
which, among other things, Parent has the right (and may be
required) to acquire all of the issued and outstanding capital
stock or share capital, as applicable, of each of the
Europe/USA Region Companies;
WHEREAS, as of the date hereof, Parent, US
Acquisition Sub, US Acquisition Sub II and the other parties
named therein are entering into a Purchase and Sale Agreement
(the "Asia Region Agreement"), pursuant to which, among other
things, US Acquisition Sub will acquire (except as otherwise
set forth therein) all of the issued and outstanding share
capital of each of the Asia Region Companies;
WHEREAS, as of the date hereof, Parent, US
Acquisition Sub, Australia Acquisition Sub and the other
parties named therein are entering into a Purchase and Sale
Agreement (the "Australasia Region Agreement" and, together
with the Europe/USA Region Agreement and the Asia Region
Agreement, the "Purchase Agreements" and each, individually, a
"Purchase Agreement"), pursuant to which, among other things,
Australia Acquisition Sub and US Acquisition Sub will
collectively acquire all of the issued and outstanding share
capital of each of the Australasia Region Companies;
WHEREAS, as of the date hereof, Parent and the
Stockholder and, if applicable, the Related JLW Owner are
entering into a Joinder Agreement (the "Applicable Joinder
Agreement"), pursuant to which, among other things, the
Stockholder and, if applicable, the Related JLW Owner are
agreeing to be bound by and subject to the terms of the
applicable Purchase Agreement (the "Applicable Purchase
Agreement"); and
WHEREAS, it is a condition to the consummation of the
transactions contemplated by the Applicable Purchase Agreement
and the Applicable Joinder Agreement that the Stockholder and,
if applicable, the Related JLW Owner execute and deliver this
Agreement.
NOW THEREFORE, in consideration of the premises and
the mutual covenants, agreements, representations and
warranties contained herein, in the Applicable Joinder
Agreement and in the other Operative Agreements to which the
Stockholder and, if applicable, the Related JLW Owner are
parties, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Certain Terms. Capitalized terms used
but not defined herein have the respective meanings ascribed to
them in the Applicable Joinder Agreement or the Applicable
Purchase Agreement. When used in this Agreement, the following
terms shall have the meanings specified:
"Additional Party Signature Page" means a signature
page in the form attached hereto as Annex A.
"beneficial ownership" shall have the meaning set
forth under Rule 13d-3 promulgated by the SEC under the
Exchange Act.
"Board" means the entire board of directors of
Parent, as constituted in accordance with Parent's By-laws from
time to time.
"Common Stock" means the common stock, $.01 par value
per share, of Parent.
"Consideration Shares" means any shares of Common
Stock received, or to be received, by the Stockholder pursuant
to the Applicable Joinder Agreement, the Applicable Purchase
Agreement or the SCCA.
"Controlled Affiliate" means any Person controlled,
directly or indirectly, through one or more intermediaries, by
the Stockholder or, if applicable, the Related JLW Owner.
"Corporate Holder" shall have the meaning set forth
in the definition of the term "Permitted Transfer."
"DEL" means DEL-LPL Limited Partnership, a Delaware
limited partnership, or DEL-LPAML Limited Partnership, a
Delaware limited partnership, or both.
"Exchange Act" means the Securities Exchange Act of
1934, as amended and from time to time in effect and any
successor statute.
"group" shall have the meaning set forth in Section
13(d)(3) of the Exchange Act.
"JLW Registrable Securities" means, at any time, all
Consideration Shares (and any shares of Common Stock received
in respect of such Consideration Shares) issued pursuant to the
Purchase Agreements and owned by current directors, officers
and employees of Parent, or any direct or indirect Subsidiary
thereof, who were partners, directors, officers or employees of
the JLW Businesses.
"Joinder Agreement" means the Joinder Agreement in
the form attached as Annex A to the Europe/USA Region
Agreement, the Asia Region Agreement or the Australasia Region
Agreement, as applicable.
"Partnership Holder" shall have the meaning set forth
in the definition of the term "Permitted Transfer."
"Permitted Transfer" means: (a) a Transfer of
Consideration Shares between the Stockholder or, if applicable,
the Related JLW Owner and any descendant of such Stockholder
or, if the Stockholder is not a natural person, the Related JLW
Owner; (b) a Transfer of Consideration Shares between the
Stockholder or, if applicable, the Related JLW Owner and the
spouse or surviving spouse of such Stockholder or, if such
Stockholder is not a natural person, the Related JLW Owner or
of any descendant of such Stockholder or Related JLW Owner; (c)
a Transfer of Consideration Shares between the Stockholder or,
if applicable, the Related JLW Owner and/or one or more of the
Persons described in clauses (a) or (b) and any trust (a "Trust
Holder") of which there are and continue to be, during the term
of this Agreement, no beneficiaries other than such Stockholder
or Related JLW Owner and/or one or more of the Persons
described in clauses (a) and (b)( "Qualifying Beneficiaries")
or, if the Stockholder is such a Trust Holder, between such
Trust Holder and the Qualifying Beneficiaries of such Trust
Holder; (d) a Transfer of Consideration Shares between the
Stockholder or, if applicable, the Related JLW Owner and/or one
or more of the Persons described in clauses (a) or (b) and any
corporation or limited liability company (a "Corporate Holder")
of which there are and continue to be, during the term of this
Agreement, no stockholders (or other Persons holding any direct
or indirect ownership interest therein) other than such
Stockholder or Related JLW Owner and/or one or more of the
Persons described in clauses (a) and (b) ("Qualifying
Stockholders") or, if the Stockholder is such a Corporate
Holder, between such Corporate Holder and the Qualifying
Stockholders of such Corporate Holder; or (e) a Transfer of
Consideration Shares between the Stockholder or, if applicable,
the Related JLW Owner and/or one or more of the Persons
described in clauses (a) or (b) and any general or limited
partnership (a "Partnership Holder") of which there are and
continue to be, during the term of this Agreement, no partners
(or other Persons holding any direct or indirect ownership
interest therein) other than such Stockholder or Related JLW
Owner and/or one or more of the Persons described in clauses
(a) and (b) ("Qualifying Partners") or, if the Stockholder is
such a Partnership Holder, between such Partnership Holder and
its Qualifying Partners; it being understood, with respect to
Transfers to any of the Persons described in clauses (c), (d)
or (e), that the later sale or transfer of any direct or
indirect beneficial or ownership interest therein (as
applicable) would constitute an indirect Transfer of the
Consideration Shares previously Transferred to such Person and
shall be made only pursuant to and in accordance with the terms
of this Agreement as if it were a direct transfer of
Consideration Shares. No Permitted Transfer shall be valid or
effective unless the proposed Permitted Transferee first agrees
in writing to be bound by the terms of this Agreement as if it
were a Stockholder by delivering a duly executed Additional
Party Signature Page to Parent.
"Permitted Transferee" means any Person who shall
have acquired and who shall hold Consideration Shares pursuant
to a Permitted Transfer.
"Registrable Securities" means, at any time, the
Consideration Shares (and any shares of Common Stock received
in respect of such Consideration Shares) that are subject to
this Agreement.
"Regulation S" means Regulation S promulgated by the
SEC under the Securities Act.
"Related JLW Owner" means the person named as
"Related JLW Owner" on the signature page hereto who is a
director, officer, employee or partner of a JLW Partnership,
Europe/USA Region Company, Asia Region Company, Australasia
Region Company, or any of their respective Subsidiaries, and
who owns or holds an interest, (beneficial or otherwise) direct
or indirect, in the Stockholder, or through which such
Stockholder will acquire Shares in the Integration.
"Rule 144" means Rule 144 promulgated by the SEC
under the Securities Act.
"SEC" means the United States Securities and Exchange
Commission.
"Securities Act" means the Securities Act of 1933, as
amended and from time to time in effect and any successor
statute.
"Stockholder" means the Person named as "Stockholder"
on the signature page hereto and each Permitted Transferee
thereof; it being understood that, for purposes of this
definition, the term "Stockholder" shall include a Trustee
solely in its capacity as trustee of a Trust Holder, and not in
its individual capacity, unless such Trustee is independently a
Stockholder or Related JLW Owner, or a Controlled Affiliate of
the Stockholder or Related JLW Owner.
"Transfer" means, with respect to Consideration
Shares, any sale, assignment, pledge, hypothecation,
encumbrance, gift or other disposition or transfer of such
Consideration Shares in any manner whatsoever, direct or
indirect, including without limitation by the merger,
consolidation or sale of securities of the holder of such
Consideration Shares or an entity which owns, directly or
indirectly, a majority of the equity interest in such holder.
"Trustee" means the trustee of a Trust Holder.
"Trust Holder" shall have the meaning set forth in
the definition of the term "Permitted Transfer."
"Voting Securities" means (i) Common Stock
(including, without limitation, the Consideration Shares), (ii)
any other securities of Parent entitled to vote generally for
the election of directors of Parent and (iii) any securities of
Parent convertible into or exchangeable for or exercisable for
any Common Stock or such other securities.
Section 1.2 Words in Singular and Plural Form.
Words used in the singular form in this Agreement shall be
deemed to import the plural, and vice versa, as the sense may
require.
ARTICLE II
TERM
Section 2.1 Effectiveness of Agreement. This
Agreement shall be effective upon the Closing of the
transactions contemplated by the Purchase Agreements (the
"Effective Date").
Section 2.2 Term of Agreement. This Agreement shall
terminate on the date (the "Termination Date") that is the
earliest to occur of (i) the first Business Day immediately
following the fifth annual meeting of stockholders of Parent
following the Effective Date, (ii) June 1, 2003 and (iii) such
date as of which this Agreement has been terminated by mutual
agreement of Parent and the Stockholder.
ARTICLE III
COVENANTS
Section 3.1 Covenants. During the period commencing
on the Effective Date and ending on the Termination Date (the
"Covenant Period"), each of the Stockholder and, if
applicable, the Related JLW Owner shall not, and shall cause
each of their respective Controlled Affiliates not to, directly
or indirectly:
(a) make, or in any way cause or participate
in, any "solicitation" of "proxies" (as such terms are defined
or used in Rule 14a-1 promulgated under the Exchange Act) with
respect to Parent, become a "participant" in any "election
contest" (as such terms are defined or used in Rule 14a-11
promulgated under the Exchange Act) with respect to Parent, or
seek to advise, encourage or influence any person or entity
with respect to the voting of any Voting Securities, or execute
any written consent with respect to Parent or any Voting
Securities (except as otherwise permitted or required by this
Agreement);
(b) (i) initiate, propose or otherwise solicit
(or participate in the solicitation of) stockholders for the
approval of one or more stockholder proposals with respect to
Parent, as described in Rule 14a-8 promulgated under the
Exchange Act or otherwise, (ii) induce or attempt to induce any
other individual or entity to initiate, propose or solicit any
such stockholder proposal, or (iii) seek election to or seek to
place a representative on the Board, except as permitted by
this Agreement or the Applicable Joinder Agreement;
(c) in any manner, agree, attempt, seek or
propose (or make any request for permission) to deposit any
Voting Securities, directly or indirectly, in any voting trust
or similar arrangement or to subject any Voting Securities to
any other voting or proxy agreement, arrangement or
understanding, except as permitted or required by this
Agreement, provided that this Section 3.1(c) shall not prohibit
any such arrangement solely among the Stockholder and, if
applicable, the Related JLW Owner and/or one or more Controlled
Affiliates, Qualifying Beneficiaries, Qualifying Stockholders
or Qualifying Partners thereof, provided, further, that the
Stockholder and, if applicable, the Related JLW Owner shall,
and shall cause each of their respective Controlled Affiliates
to, comply with the other covenants and agreements contained
herein;
(d) form, join or in any way participate in a
group, act in concert with any other person or entity or
otherwise take any action or actions which would cause it to be
deemed a "person" (for purposes of Section 13(d) of the
Exchange Act) with respect to any Voting Securities of Parent,
provided that this Section 3.1 (d) shall not prohibit any such
arrangement solely among the Stockholder and, if applicable,
the Related JLW Owner and/or one or more Controlled Affiliates,
Qualifying Beneficiaries, Qualifying Stockholders or Qualifying
Partners thereof, provided, further, that the Stockholder and,
if applicable, the Related JLW Owner shall, and shall cause
each of their respective Controlled Affiliates to, comply with
the other covenants and agreements contained herein;
(e) participate in or encourage the formation
of any group (i) which owns, seeks or offers to acquire
beneficial ownership of any securities of Parent or rights to
acquire such securities or (ii) which seeks or offers to affect
control of Parent for the purpose of circumventing any
provision of this Agreement or Section 1.9 of the Purchase
Agreements, provided that Section 3.1(e)(i) hereof shall not
prohibit any such arrangement solely among the Stockholder and,
if applicable, the Related JLW Owner and/or one or more
Controlled Affiliates, Qualifying Beneficiaries, Qualifying
Stockholders or Qualifying Partners thereof, provided, further,
that the Stockholder and, if applicable, the Related JLW Owner
shall, and shall cause each of their respective Controlled
Affiliates to, comply with the other covenants and agreements
contained herein;
(f) (i) solicit, seek or offer to effect, (ii)
negotiate with or provide any information to any party with
respect to, (iii) make any statement or proposal, whether
written or oral, either alone or in concert with others, to the
Board, or to any director or to any other legal or beneficial
owner of Voting Securities of Parent with respect to, or (iv)
otherwise make any public announcement, proposal, offer or
filing under the Exchange Act, any similar statute or
otherwise, or take action to cause Parent to make any such
announcement, proposal, offer or filing with respect to:
(A) any form of business combination or similar transaction
involving Parent (other than transactions contemplated by this
Agreement, the Purchase Agreements and the other Operative
Agreements (as defined in each of the Purchase Agreements)) or
any Subsidiary thereof, including, without limitation, a
merger, tender or exchange offer or liquidation of Parent's
assets, (B) any form of restructuring, recapitalization or
similar transaction with respect to Parent or any Subsidiary
thereof, including, without limitation, a merger, tender or
exchange offer involving Parent or any Subsidiary thereof or
liquidation of Parent's assets, (C) any disposition of all or
substantially all of the assets of Parent, (D) any request to
amend, waive or terminate any of the provisions of this Section
3.1 or (E) any proposal or other statement inconsistent with
the terms of this Agreement; provided, that nothing contained
in this Section 3.1(f) shall be construed to prevent the
Stockholder or, if applicable, the Related JLW Owner (1) from
doing any of the foregoing in his or her capacity as an
employee, officer or director of Parent or any Subsidiary of
Parent (subject to the direction and control of the Board and
any officer of Parent or such Subsidiary to which such
Stockholder or, if applicable, the Related JLW Owner reports in
his or her capacity as such an officer or employee) or (2)
acting in his or her capacity as an employee, officer or
director of Parent or any Subsidiary of Parent, from
participating in, or otherwise seeking to affect (x) the
outcome of discussions and votes of the Board with respect to
matters coming before it or (y) decisions made or policies
formulated in connection with the management and operation of
the business of Parent, Parent's Subsidiaries and Affiliates,
and any divisions thereof;
(g) take any action challenging the validity or
enforceability of any covenant or agreement contained in this
Agreement; or
(h) instigate, advise, assist, encourage or
finance (or assist or arrange financing to or for) any Person
in connection with any of the foregoing.
Notwithstanding the foregoing, any action taken by the
Shareholder's Representatives pursuant to and in accordance
with the terms and conditions of the SCCA shall be deemed not,
in any such event, to be prohibited by this Agreement.
ARTICLE IV
TRANSFER RESTRICTIONS
Section 4.1 Restrictions on Transfer.
(a) During the period commencing on the
Effective Date and ending on the first anniversary thereof (the
"No Sale Period"), neither the Stockholder nor, if applicable,
the Related JLW Owner shall effect or permit any Transfer of
any Consideration Shares owned by the Stockholder, except:
(i) any Permitted Transfer;
(ii) the Stockholder or such
Related JLW Owner, as the case may be, shall be permitted to
pledge or grant a security interest in any or all Consideration
Shares owned by the Stockholder or the Related JLW Owner to a
bona fide financial institution as security for a bona fide
loan made to the Stockholder or such Related JLW Owner by such
financial institution; provided, that, prior to any such pledge
or the grant of any such security interest during the No Sale
Period, such financial institution shall agree in writing that
such financial institution shall not be entitled to foreclose
or otherwise realize upon such Consideration Shares prior to
the end of the No Sale Period unless (A) such financial
institution (i) retains such Consideration Shares until the end
of the No Sale Period and (ii) agrees in writing that such
Consideration Shares shall remain subject to this Agreement, or
(B) such financial institution forecloses upon and sells such
Consideration Shares in the ordinary course of business to an
unrelated third-party who first agrees in writing to be bound
by the terms of this Agreement as if such Person was a
Stockholder by delivering a duly executed Additional Party
Signature Page to Parent;
(iii) any Transfer to one or
more Shareholders or Other Shareholders (as such terms are
defined in the Applicable Purchase Agreement) or a Permitted
Transferee thereof pursuant to and in accordance with the terms
and conditions of the Applicable Joinder Agreement and the
SCCA;
(iv) pursuant to any tender or
exchange offer made pursuant to Section 14(d) of the Exchange
Act, with respect to which the Board does not recommend that
stockholders of Parent reject such offer (it being understood
that the Stockholder or such Related JLW Owner, as the case may
be, may not tender any such Consideration Shares pursuant to
such tender or exchange offer until Parent has publicly taken a
position with respect to such offer or has stated that it will
remain neutral or is unable to take a position with respect
thereto, in accordance with Rule 14e-2 of the Exchange Act, any
successor regulation or otherwise);
(v) pursuant to (A) a merger or
consolidation in which Parent is acquired or the Consideration
Shares held by the Stockholder or such Related JLW Owner are
automatically converted or exchanged, (B) a sale of all or
substantially all of Parent's assets to another Person or (C)
any other Transfer approved by the Board;
(vi) pursuant to any
registration statement filed by Parent on the Stockholder's
behalf; or
(vii) to Parent or any
Subsidiary thereof.
(b) Following the No Sale Period, neither the
Stockholder nor, if applicable, any Related JLW Owner shall
effect or permit any Transfer of any Consideration Shares owned
by such Stockholder pursuant to any tender or exchange offer
made pursuant to Section 14(d) of the Exchange Act, if the
Board has recommended that stockholders of Parent reject such
offer, and which recommendation has not been withdrawn (it
being understood that the Stockholder or such Related JLW
Owner, as the case may be, may not tender any such
Consideration Shares pursuant to such tender or exchange offer
until Parent has publicly taken a position with respect to such
offer or has stated that it will remain neutral or is unable to
take a position with respect thereto, in accordance with Rule
14e-2 of the Exchange Act, any successor regulation or
otherwise).
(c) Following the No Sale Period, unless the
Stockholder or, if applicable, such Related JLW Owner Transfers
Consideration Shares pursuant to the provisions of Rule 144(f)
or on a bona fide sale transaction on a foreign securities
exchange that would otherwise comply with paragraph (f) of Rule
144, if such paragraph of such rule were applicable to such
sale, the Stockholder or such Related JLW Owner, as the case
may be, shall take all reasonable actions to assure that no
Transfer of Consideration Shares is effected if, after such
Transfer, any Person (together with such Person's Affiliates
and the members of any group to which such Person is a member)
who acquires such Consideration Shares will own, or would
reasonably be expected to own, beneficially or of record,
directly or indirectly, Voting Securities representing 5% or
more of the total then outstanding Voting Securities.
(d) Notwithstanding anything to the contrary
contained herein, following the No Sale Period, unless
Consideration Shares are Transferred in a bona fide sale
transaction to a Person as to which the Stockholder or such
Related JLW Owner, if any, does not have (i) a greater than
five percent (5%), direct or indirect, financial, beneficial or
ownership interest or a familial relationship or (ii) the
right, directly or indirectly, to direct or control the voting
or disposition of such Consideration Shares held by such
Person, it shall be a further condition to any such Transfer
that the proposed transferee be (a) one or more Shareholders or
Other Shareholders (as such terms are defined in the Applicable
Purchase Agreement) or a Permitted Transferee thereof pursuant
to and in accordance with the terms and conditions of the
Applicable Joinder Agreement and the SCCA or (b) a Permitted
Transferee of the transferor; provided that such Stockholder
shall be entitled to make a bona fide gift to a legitimate
charitable institution (a "Charitable Transferee"), if such
Stockholder has no direct or indirect financial, beneficial or
similar interest in such Charitable Transferee and such
proposed Charitable Transferee first agrees in writing to be
bound by the terms of this Agreement as if it were a
Stockholder by delivering a duly executed Additional Party
Signature Page to this Agreement.
(e) Notwithstanding anything to the contrary
contained herein, neither the Stockholder nor, if applicable,
such Related JLW Owner shall effect or permit any Transfer of
any Consideration Shares owned by the Stockholder during or
after the No Sale Period, except in accordance with Section 3.2
of the Applicable Joinder Agreement, the terms of which are
incorporated herein by reference, or pursuant to an effective
registration statement under the Securities Act.
Section 4.2 Notice of Sale; Attempted Transfers Void.
The Stockholder or, if applicable, the Related JLW Owner shall
give Parent prompt notice of any Transfer of any Consideration
Shares held by the Stockholder or such Related JLW Owner. Any
attempted Transfer of Consideration Shares in violation of the
provisions of this Agreement shall be null and void and of no
force or effect, and the Consideration Shares subject to such
attempted Transfer shall remain subject to this Agreement.
Prior to any such attempted Transfer, the Stockholder shall
furnish, or cause to be furnished, to Parent evidence
reasonably satisfactory to Parent that such Transfer is being
made in compliance with the applicable provisions of this
Agreement.
Section 4.3 Legend and Stop Transfer Order. To
assist in effectuating the provisions of this Agreement, the
Stockholder and, if applicable, the Related JLW Owner hereby
consent (i) to the placement of the legends set forth in
Section 3.2 of the Applicable Joinder Agreement on all
certificates representing Consideration Shares owned, of record
or beneficially, by such Stockholder or Related JLW Owner,
until such Consideration Shares are no longer subject to the
terms of this Agreement or such legends are no longer required
by or can be removed in accordance with the above-referenced
section of the Applicable Joinder Agreement and (ii) to the
entry of stop transfer orders with Parent's transfer agent
against the Transfer of the Consideration Shares held by the
Stockholder or such Related JLW Owner, as the case may be,
except in compliance with the requirements of this Agreement,
the Applicable Joinder Agreement and the other Operative
Agreements.
ARTICLE V
VOTING
Section 5.1 Obligation to be Counted for Quorum.
During the Covenant Period, the Stockholder and, if applicable,
the Related JLW Owner (with respect to any Voting Securities
for which such Related JLW Owner has voting power) shall be
(and shall cause each Controlled Affiliate thereof that holds
Voting Securities to be) present, in person or by proxy (and
without further action Parent and the Stockholder and, if
applicable, such Related JLW Owner hereby agree that the
Stockholder and/or such Related JLW Owner, as the case may be,
shall be deemed to be present), at all meetings of stockholders
of Parent at which one or more of the matters described in
Section 5.2 or 5.3 hereof is to be submitted to a vote of the
stockholders of Parent so that all Voting Securities owned,
beneficially or of record, by the Stockholder or such Related
JLW Owner (or any such Controlled Affiliates) may be counted
for purposes of determining the presence of a quorum at such
meetings; provided, that with respect to meetings at which any
action is proposed to be taken regarding matters other than for
which the irrevocable proxy granted pursuant to Section 5.2 or
5.3 hereof is applicable, the Stockholder or such Related JLW
Owner, as the case may be, shall be deemed not to be in breach
of this Section 5.1 with respect to any such meeting if (a)
Parent shall fail to give the Stockholder or such Related JLW
Owner timely and proper notice of such meeting together with
(i) a form of proxy appointing one or more persons designated
by the Board to act as proxy for the Stockholder or such
Related JLW Owner and (ii) instructions for the execution of
such proxy by the Stockholder or such Related JLW Owner and
return of such proxy by ordinary mail, or (b) if the
Stockholder or such Related JLW Owner executes and returns such
proxy in accordance with such instructions, the person or
persons appointed to act for the Stockholder or such Related
JLW Owner in such proxy shall fail for any reason to attend
such meeting on behalf of the Stockholder or such Related JLW
Owner and be counted for purposes of determining the presence
of a quorum.
Section 5.2 Maintenance of Board Composition. During
the Covenant Period, the Stockholder and, if applicable, the
Related JLW Owner (with respect to any Voting Securities for
which such Related JLW Owner has voting power) agrees to take
(and to cause each Controlled Affiliate thereof that holds
Voting Securities to take) any and all Necessary Action (as
defined below) so as to cause (and in accordance with Section
2-507 of the General Corporation Law of Maryland hereby grants
to the individual serving from time to time as the corporate
secretary of Parent an irrevocable proxy during the Covenant
Period to vote any shares of Voting Securities held by the
Stockholder or such Related JLW Owner, as the case may be, for
the purpose of causing) the composition of the Board to be as
set forth in Section 1.9 of the Purchase Agreements.
"Necessary Action" for the purposes hereof means any and all
actions within the Stockholder's or such Related JLW Owner's
(or such Controlled Affiliate's) power and authority as a
stockholder of Parent or, if applicable, as a director or
officer of Parent, subject to any applicable fiduciary or legal
limitations, which actions may include (subject to the
foregoing limitations): (a) providing written consents with
respect to, the Voting Securities for which such Stockholder or
such Related JLW Owner (or such Controlled Affiliate) has
voting power, (b) calling special meetings of the stockholders
of Parent or, if applicable, the Board, (c) waiving notice with
respect to such meetings, (d) attending meetings of
stockholders (either in person or by proxy) or, if applicable,
the Board (either in person or by conference telephone), (e)
acting to fill vacancies in directorships on the Board and (f)
voting in favor of any required amendments to the Articles of
Incorporation or Bylaws of Parent; provided that the
Stockholder or such Related JLW Owner, as the case may be,
shall be deemed not to be in breach of any requirement of this
Section 5.2 with respect to attending or voting at any meeting
of the stockholders of Parent if (x) Parent shall fail to give
the Stockholder or such Related JLW Owner timely and proper
notice of such meeting together with (1) if the proxy described
above is not applicable, a form of proxy appointing one or more
persons designated by the Board to act as proxy for the
Stockholder or such Related JLW Owner and (2) instructions for
the execution of such proxy by the Stockholder or such Related
JLW Owner and return of such proxy by ordinary mail, or (y) if
the Stockholder or such Related JLW Owner executes and returns
such proxy in accordance with such instructions, the person or
persons appointed to act for the Stockholder or such Related
JLW Owner in such proxy shall fail for any reason to attend
such meeting or exercise the voting power granted pursuant to
such proxy.
Section 5.3 Voting by the Stockholder. During the
Covenant Period, the Stockholder and, if applicable, the
Related JLW Owner (with respect to any Voting Securities for
which such Related JLW Owner has voting power) agrees to vote
(and to cause each Controlled Affiliate thereof that holds
Voting Securities to vote) all Voting Securities with respect
to which the Stockholder or such Related JLW Owner (or such
Controlled Affiliate) has voting power (and in accordance with
Section 2-507 of the General Corporation Law of Maryland hereby
grants to the individual serving from time to time as the
corporate secretary of Parent an irrevocable proxy during the
Covenant Period to vote any share of Voting Securities held by
the Stockholder or such Related JLW Owner, as the case may be)
in accordance with the recommendation or direction of the Board
on all matters (a) submitted to the vote of stockholders of
Parent which have been proposed by any stockholder or
stockholders, as to which the Board has recommended against
approving (and such recommendation has not been withdrawn or
changed to a recommendation for approval) or (b) relating to
any merger or consolidation involving Parent, any sale of all
or substantially all of Parent's assets or any similar
transactions, as to which the Board has recommended against
approving (and such recommendation has not been withdrawn or
changed to a recommendation for approval).
ARTICLE VI
REGISTRATION RIGHTS
Section 6.1 Incidental Registration. During the
Covenant Period, if Parent proposes to file a registration
statement under the Securities Act with respect to an offering
for its own account or for the account of others of any class
of Voting Security (other than a registration statement (i) on
Form S-4 or S-8 (or any successor form), or (ii) filed in
connection with an exchange offer or an offering of securities
solely to Parent=s then existing stockholders), then, at the
sole discretion of the Board, Parent may (unless Parent is
registering shares of Voting Securities owned by current
directors, officers and employees of Parent who were partners
in DEL ("DEL Registrable Securities"), in which case Parent
shall) offer holders of JLW Registrable Securities the
opportunity to register such JLW Registrable Securities in such
offering, in accordance with the terms of such offering by in
each case giving written notice of such proposed filing to
holders of JLW Registrable Securities at least 20 days before
the anticipated filing date.
Section 6.2 Notification; Reduction. (a) The holder
of Registrable Securities shall notify Parent promptly (and in
no event later than 10 days after notice) of his, her or its
desire to include such Registrable Securities in the
registration statement. In the event that any registration
effected pursuant to this Article VI shall involve, in whole or
in part, a firm commitment underwritten public offering of
Common Stock, and the managing underwriter of such offering
shall be of the opinion that the inclusion of the number of JLW
Registrable Securities and the DEL Registrable Securities
sought to be included therein would materially and adversely
affect the distribution of the securities to be sold, the total
number of shares of Common Stock allocable to holders of JLW
Registrable Securities and holders of DEL Registrable
Securities which such underwriter indicates may be included
therein shall be allocated among the holders of JLW Registrable
Securities, as a group, and the holders of DEL Registrable
Securities, as a group, on the basis of the ratio of the
aggregate number of JLW Registrable Securities or DEL
Registrable Securities, as owned by such group on the Closing
Date, as the case may be, to the aggregate number of JLW
Registrable Securities and DEL Registrable Securities owned by
both such groups as of the Closing Date; provided that, if
either such group does not use its allocation, the remaining
shares allocated to such group may be used by the other group
and apportioned among the members thereof on a pro rata basis
or any other method upon which the Shareholders'
Representatives (in the case of the holders of JLW Registrable
Securities) or the Parent Employee Directors (in the case of
the holders of DEL Registrable Securities) may agree. If the
number of JLW Registrable Securities or DEL Registrable
Securities requested to be included in such registration
statement exceeds either such group's allocation, the available
shares shall be apportioned among the members of such group on
a pro rata basis (on the basis of the number of JLW Registrable
Securities or DEL Registrable Securities, as the case may be,
owned by the applicable holders). Notwithstanding the
foregoing, the Shareholders' Representatives shall in any event
be entitled to reapportion among the holders of JLW Registrable
Securities the total number of shares of Common Stock allocated
to such holders, which reapportionment, if any, shall be
included in a written notice provided to Parent by the
Shareholders' Representatives within 10 days after notice of
such allocation.
(b) Notwithstanding anything to the contrary
contained in this Article VI, Parent may withdraw any
registration statement referred to in this Article VI at any
time for any reason without thereby incurring any liability to
any other party hereto.
Section 6.3 Registration Procedures.
(a) If and when any Registrable Securities are to be
registered pursuant to this Article VI, Parent will as
expediently as possible:
(i) furnish to the holder of
Registrable Securities such number of copies of the
registration statement and the prospectus included therein
(including each preliminary prospectus), including any
supplements thereto, and other documents as such persons
reasonably may request in order to facilitate the public sale
or other disposition of the Registrable Securities covered by
such registration statement;
(ii) use its best efforts to register or
qualify the Registrable Securities covered by such registration
statement under the securities or "blue sky" laws of such
jurisdictions as the holder of Registrable Securities or, in
the case of an underwritten public offering, the managing
underwriter reasonably shall request, provided, however, that
Parent shall not for any such purpose be required to qualify
generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;
(iii) use its best efforts to list the
Registrable Securities covered by such registration statement
with any securities exchange on which the Common Stock of
Parent is then listed;
(iv) immediately notify the holder of
Registrable Securities at any time when a prospectus relating
thereto is required to be delivered under the Securities Act,
of the happening of any event as a result of which the
prospectus contained in such registration statement, as then in
effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in
light of the circumstances then existing, or if it is necessary
to amend or supplement such prospectus to comply with the law,
in which case the holder of Registrable Securities shall
immediately cease delivery of such prospectus and Parent will,
at the request of such holder of Registrable Securities,
prepare and furnish to such holder of Registrable Securities a
reasonable number of copies of a supplement or an amendment to
such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such shares of Registrable
Securities, such prospectus, as amended or supplemented, will
comply with the law;
(v) as necessary to satisfy applicable
due diligence requirements, make available for inspection by
the holder of Registrable Securities and any attorney,
accountant or other agent retained by such holder of
Registrable Securities, subject to reasonable agreements
regarding confidentiality, financial and other records,
pertinent corporate documents and properties of Parent, and
cause Parent's officers, directors and employees to supply all
information reasonably requested by such holder of Registrable
Securities, attorney, accountant or agent, in connection with
such registration statement; and
(vi) issue to any underwriter to which
any holder of Registrable Securities may sell such Registrable
Securities in connection with any such registrations (and to
any direct or indirect transferee of any such underwriter or to
such holder of Registrable Securities, if such registered
offering is not underwritten) certificates evidencing such
Registrable Securities without any legend restricting the
transferability of the shares of the holder of Registrable
Securities.
(b) In connection with each registration hereunder,
the holder of Registrable Securities will furnish to Parent in
writing such information with respect to himself, herself or
itself and the proposed distribution by such holder as
reasonably shall be necessary in order to assure compliance
with federal and applicable state securities laws.
(c) In connection with the preparation and filing of
each registration statement registering Registrable Securities
under the Securities Act, Parent shall give the holder of
Registrable Securities and his, her or its counsel and accoun-
tants, the opportunity to review such registration statement,
each prospectus included therein or filed with the SEC, and
each amendment thereof or supplement thereto.
(d) In connection with each registration pursuant to
this Article VI covering an underwritten public offering,
Parent and the holder of Registrable Securities agree to enter
into a written agreement with the managing underwriter in such
form and containing such provisions as are customary in the
securities business for such an arrangement between such
underwriter and companies of Parent's size and investment
stature; provided, however, that the holder of Registrable
Securities shall not be required to make any representations,
warranties or covenants relating to Parent and that Parent
shall make such representations, warranties and covenants.
Section 6.4 Expenses. (a) All expenses incurred by
Parent in complying with this Article VI, including, without
limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel and independent
public accountants for Parent, fees and expenses (including
counsel fees) incurred in connection with complying with state
securities or "blue sky" laws, fees of the National Association
of Securities Dealers, Inc., transfer taxes, fees of transfer
agents and registrars, costs of insurance and fees and
disbursements not to exceed $50,000 for one counsel for all
Europe/USA Region Shareholders, Asia Region Shareholders,
Australia Region Shareholders and any related holders of JLW
Registrable Securities who are participating in such offering,
but excluding any Selling Expenses, are called "Registration
Expenses." All underwriting discounts and selling commissions
applicable to the sale of Registrable Securities are called
"Selling Expenses."
(b) Parent will pay all Registration Expenses in
accordance with each registration statement under this Article
VI. All Selling Expenses in connection with each registration
statement under this Article VI shall be borne by the
participating holders in proportion to the number of shares
sold by each, or by such participating holders other than
Parent (except to the extent Parent shall be a seller) as they
may otherwise agree.
Section 6.5 Indemnification and Contribution. (a) In
the event of a registration of any of the Registrable
Securities under the Securities Act pursuant to this Article
VI, Parent will indemnify and hold harmless the holder of
Registrable Securities and each other person, if any, who
controls such holder of Registrable Securities against any
losses, claims, damages or liabilities, joint or several, to
which they may become subject under the Securities Act, the
Exchange Act, or other foreign, federal or state law, insofar
as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in any registration statement under which Registrable
Securities of such holder of Registrable Securities were
registered under the Securities Act pursuant to this Article
VI, any preliminary prospectus or final prospectus contained
therein, or any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and
will reimburse each such person for any legal or other expenses
reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action,
provided, however, that Parent will not be liable in any such
case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so
made in conformity with information pertaining to such holder
of Registrable Securities or any such controlling person
furnished to Parent by such holder of Registrable Securities or
any such controlling person in writing specifically for use in
such registration statement or prospectus, and provided further
that, in the case of an offering that is not a firm commitment
underwritten public offering, with respect to any untrue
statement or alleged untrue statement or omission or alleged
omission made in any preliminary prospectus, such indemnity in
this subsection (a) shall not inure to the benefit of any
holder of Registrable Securities if the person asserting any
such loss, claim, damage or liability who purchased the
Registrable Securities which are the subject thereof did not
receive a copy of an amended preliminary prospectus or final
prospectus (or final prospectus as amended or supplemented) at
or prior to the written confirmation of the sale of such
Registrable Securities to such person and the untrue statement
or alleged untrue statement or omission or alleged omission of
a material fact made in such preliminary prospectus was
corrected in the amended preliminary prospectus or final
prospectus (or final prospectus as amended and supplemented).
(b) In the event of a registration of any of the
Registrable Securities under the Securities Act pursuant to
this Article VI, the holder of Registrable Securities will
indemnify and hold harmless Parent, each person, if any, who
controls Parent within the meaning of the Securities Act, each
officer of Parent who signs the registration statement, each
director of Parent, each underwriter and each person who
controls any underwriter within the meaning of the Securities
Act, against all losses, claims, damages or liabilities, joint
or several, to which Parent or such officer, director,
underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the registration
statement under which such Registrable Securities was
registered under the Securities Act pursuant to this Article
VI, any preliminary prospectus or final prospectus contained
therein, or any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and
will reimburse Parent and each such officer, director,
underwriter and controlling person for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability or action, provided, however, that such holder of
Registrable Securities will be liable hereunder in any such
case if and only to the extent that any such loss, claim,
damage, liability or expense arises out of or is based upon an
untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with
information pertaining to such holder of Registrable Securities
furnished in writing to Parent by such holder of Registrable
Securities specifically for use in such registration statement
or prospectus, and provided, further, however, that any
liability of the holder of Registrable Securities hereunder
shall be limited to the proportion of any such loss, claim,
damage, liability or expense which is equal to the proportion
that the public offering price of the shares sold by such
holder of Registrable Securities under such registration
statement bears to the total public offering price of all
securities sold thereunder, but not in any event to exceed the
proceeds received by such holder of Registrable Securities from
the sale of Registrable Securities covered by such registration
statement, net of all Selling Expenses actually borne by such
holder of Registrable Securities.
(c) Promptly after receipt by an indemnified party
hereunder of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the
indemnifying party in writing thereof, but the omission so to
notify the indemnifying party shall not relieve it from any
liability which it may have to such indemnified party other
than under this Article VI and shall relieve it only for any
liability which it may have to such indemnified party under
this Article VI if and to the extent the indemnifying party is
prejudiced by such omission. In case any such action shall be
brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to
the extent it shall wish, to assume and undertake the defense
thereof with counsel satisfactory to such indemnified party,
and, after notice from the indemnifying party to such
indemnified party of its election so to assume and undertake
the defense thereof, the indemnifying party shall not be liable
to such indemnified party under this Article VI for any legal
expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs
of investigation and of liaison with one counsel so selected,
provided, however, that, if the defendants in any such action
include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that
there may be reasonable defenses available to it which are
different from or additional to those available to the
indemnifying party or if the interests of the indemnified party
reasonably may be deemed to conflict with the interests of the
indemnifying party, the indemnified party shall have the right
to select separate counsel (limited to one for all indemnified
parties) and to assume such legal defenses and otherwise to
participate in the defense of such action, with the expenses
and fees of such separate counsel and other expenses related to
such participation to be reimbursed by the indemnifying party
as incurred.
(d) In order to provide for just and equitable
contribution to joint liability under the Securities Act in any
case in which either (i) any holder of Registrable Securities
exercising rights under this Agreement, or any controlling
person of any such holder, makes a claim for indemnification
pursuant to this Section 6.5 but it is judicially determined
(by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or
the denial of the last right or appeal) that such
indemnification may not be enforced in such case
notwithstanding the fact that this Section 6.5 provides for
indemnification in such case, or (ii) contribution under the
Securities Act may be required on the part of any such holder
or any such controlling person in circumstances for which
indemnification is provided under this Section 6.5, then, and
in each such case, Parent and such holder will contribute to
the aggregate losses, claims, damages or liabilities to which
they may be subject (after contribution from others) in such
proportion that such holder is responsible for the portion
represented by the percentage that the public offering price of
all Registrable Securities offered by such holder pursuant to
the registration statement bears to the public offering price
of all securities offered by all sellers (including Parent)
pursuant to such registration statement, and that Parent is
responsible for the remaining portion; provided, however, that,
in any such case, (A) no such holder will be required to
contribute any amount in excess of the public offering price of
such Registrable Securities offered by him, her or it pursuant
to such registration statement net of all Selling Expenses
actually borne by such holder of Registrable Securities; and
(B) no person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who
was not guilty of such fraudulent misrepresentation.
ARTICLE VII
GENERAL
Section 7.1 Specific Enforcement; Other Remedies.
Each party hereto (other than Parent) acknowledges and agrees
that Parent would be irreparably damaged in the event any of
the provisions of this Agreement were not performed by such
party in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that Parent shall be
entitled to an injunction or injunctions to prevent breaches of
the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any court of the United
States (or any state thereof) or country having jurisdiction,
in addition to any other remedy to which Parent may be entitled
at law or equity.
Section 7.2 Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable,
the remainder of the terms, provisions, covenants and
restrictions shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereby (unless
such a construction is unreasonable).
Section 7.3 Headings. The Article and Section
headings contained herein are for reference purposes only and
shall not affect in any way the meaning or interpretation of
this Agreement.
Section 7.4 Notices. All notices, requests, demands
and other communications made under or by reason of the
provisions of this Agreement shall be in writing and shall be
given by hand-delivery, air courier or telecopier (with a copy
also sent by hand delivery or air courier, which shall not
alter the time at which the telecopier notice is deemed
received), in each case addressed to the party to be notified,
in the case of Parent, at the address set forth in the
Applicable Joinder Agreement and, in the case of any other
party hereto, at the address set forth on the signature page
hereto or any Additional Party Signature Page, as applicable,
or such other address of a party as such party shall have
specified by prior written notice to the other party in
accordance with this Section 7.4. Such notices shall be deemed
given: at the time personally delivered, if delivered by hand
with receipt acknowledged; at the time received if sent
certified or registered mail; upon transmission thereof by the
sender and issuance by the transmitting machine of a
confirmation slip that the number of pages constituting the
notice have been transmitted without error, if telecopied, and
the second business day after timely delivery to the courier,
if sent by air courier.
Section 7.5 Applicable Law. This Agreement shall be
governed by and construed and enforced in accordance with the
laws of the State of Maryland, without giving effect to the
conflicts-of-law provisions thereof.
Section 7.6 Jurisdiction. Each of the parties
hereto hereby expressly and irrevocably submits to the non-
exclusive personal jurisdiction of the United States District
Court for the Northern District of Illinois, and to the
jurisdiction of any other competent court of the State of
Illinois located in the County of Xxxx (collectively, the
"Illinois Courts"), preserving, however, all rights of removal
to such federal court under 28 U.S.C. ' 1441, in connection
with all disputes arising out of or in connection with this
Agreement and agrees not to commence any litigation relating
thereto except in such courts; provided that if the aforemen-
tioned courts do not have subject matter jurisdiction, then the
proceeding shall be brought in any other state or federal court
located in the State of Illinois, preserving, however, all
rights of removal to such federal court under 28 U.S.C. ' 1441.
Notwithstanding the foregoing, the parties hereto agree that no
suit, action or proceeding may be brought in any state court in
the State of Illinois unless jurisdiction is unavailable in any
federal court in the State of Illinois. Each party hereby
waives the right to any other jurisdiction or venue for any
litigation arising out of or in connection with this Agreement
or the transactions contemplated hereby to which any of them
may be entitled by reason of its present or future domicile.
Notwithstanding the foregoing, each of the parties hereto
agrees that each of the other parties shall have the right to
bring any action or proceeding for enforcement of a judgment
entered by the Illinois Courts in any other court or
jurisdiction.
Section 7.7 Service of Process. Each party
irrevocably consents to the service of process outside the
territorial jurisdiction of the courts referred to in Section
7.6 hereof in any such action or proceeding by giving copies
thereof by hand-delivery or air courier to his, her or its
address, as specified herein; provided, that the foregoing
shall not limit the right of a party to effect service of
process on the other party by any other legally available
method.
Section 7.8 WAIVER OF JURY TRIAL. EACH PARTY
HEREBY WAIVES (TO THE FULLEST EXTENT PERMITTED BY LAW) ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF
ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE
PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT
TO ENTER INTO THIS AGREEMENT. THIS WAIVER IS IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN
WRITING, EXCEPT WITH THE WRITTEN CONSENT OF EACH OF THE
PARTIES, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT
AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS
AGREEMENT. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.
Section 7.9 Entire Agreement. This Agreement, the
Applicable Joinder Agreement and the other Operative Agreements
constitute the full and entire understanding and agreement
between the parties with regard to the subject matter hereof.
Section 7.10 Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and
their respective successors, legal representatives and assigns,
but this Agreement (or any of the rights hereunder) may not be
assigned by any party without the written consent of the other
party, except, in the case of the Stockholder, to any Permitted
Transferee. Except as provided in Sections 4.1(a)(i),
4.1(a)(ii) and 4.1(d) hereof, no transferee of Voting
Securities shall be bound by any provision of this Agreement.
Section 7.11 Amendment and Modification. This
Agreement may not be amended, modified or supplemented except
by an agreement in writing signed by both of the parties
hereto.
Section 7.12 Counterparts. This Agreement may be
executed simultaneously in counterparts, each of which shall be
deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the Stockholder, if applicable,
the Related JLW Owner and Parent have caused this Agreement to
be duly executed as of the day and year first above written.
LASALLE PARTNERS
INCORPORATED
By:
Name:
Title:
SIGNATURE CONFIRMATION SHAREHOLDER:
Name:
Address:
By:
Name:
Title: Telephone:
Fax:
Dated:
SIGNATURE CONFIRMATION* RELATED JLW OWNER:
Name:
Title:
Address:
By:
Name:
Title: Telephone:
Fax:
Dated:
ANNEX A
ADDITIONAL PARTY SIGNATURE PAGE
The undersigned hereby executes the Stockholder
Agreement, dated as of October [!], 1998 (the "Agreement"), by
and among LaSalle Partners Incorporated, a Maryland
corporation, the Person named as "Stockholder" on the signature
page thereto and, if applicable, the person named as "Related
JLW Owner" on the signature page thereto, pursuant to the terms
and conditions thereof, authorizes this signature page to be
attached to a counterpart of the Agreement and agrees to be
bound by the Agreement as if the undersigned had executed the
Agreement as a Stockholder on and as of the date thereof.
Dated:
SIGNATURE CONFIRMATION
Name:
Title (if applicable):
Address:
By:
Name:
Title: Telephone:
Fax:
Dated:
