EXHIBIT 10.10
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SCHEDULE TO
INDEMNIFICATION AGREEMENT WITH
DIRECTORS AND OFFICERS
The Indemnification Agreement filed as Exhibit 10.10 is substantially
identical in all material respects to the indemnification agreements which
have, and will be, entered into by the Company with Directors and certain
officers. The dates of the Indemnification Agreements vary from person to
person.
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INDEMNIFICATION AGREEMENT
AGREEMENT, effective as of [DATE] by and between LaSalle Partners
Incorporated, a Maryland corporation (the "Company"), and
[NAME OF INDEMNITEE] ("Indemnitee").
WHEREAS, it is essential to the Company to retain and attract as
directors and officers the most capable persons available;
WHEREAS, Indemnitee is a director or officer of the Company;
WHEREAS, both the Company and Indemnitee recognize the increased
risk of litigation and other claims being asserted against directors and
officers of public companies in today's environment;
WHEREAS, the Charter and Bylaws of the Company permit the Company
to indemnify and advance expenses to its directors and officers to the full
extent permitted by law and Indemnitee has been serving and continues to serve
as a director or officer of the Company in part in reliance on such Charter
and Bylaws;
WHEREAS, in recognition of Indemnitee's need for substantial
protection against personal liability in order to enhance Indemnitee's
continued service to the Company in an effective manner, and in part to
provide Indemnitee with specific contractual assurance that the protection
promised by the aforesaid Charter and Bylaws will be available to Indemnitee
(regardless of, among other things, any amendment to or revocation of such
Charter or Bylaws or any change in the composition of the Company's Board of
Directors or acquisition transaction relating to the Company), the Company
wishes to provide in this Agreement for the indemnification of and the
advancing of expenses to Indemnitee to the fullest extent (whether partial or
complete) permitted by law and as set forth in this Agreement and, to the
extent insurance is obtained, for the continued coverage of Indemnitee under
the Company's directors' and officers' liability insurance policies;
NOW, THEREFORE, in consideration of the premises and of Indemnitee
continuing to serve the Company directly or, at its request, another
enterprise, and intending to be legally bound hereby, the parties hereto agree
as follows:
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1. CERTAIN DEFINITIONS:
(a) CHANGE IN CONTROL: shall be deemed to have occurred
if: (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended), other than (x) a trustee or
other fiduciary holding securities under an employee benefit plan of the
Company or (y) a corporation owned directly or indirectly by the stockholders
of the Company in substantially the same proportions as their ownership of
stock of the Company, becomes the "beneficial owner" (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing 30% or more of the total voting power represented by the
Company's then outstanding Voting Securities; PROVIDED, that the foregoing
shall not apply to any person who, as of the date of this Agreement, is the
beneficial owner, directly or indirectly, of securities of the Company
representing 30% or more of the Company's Voting Securities; (ii) during any
period of two consecutive years, individuals who at the beginning of such
period constitute the Board of Directors of the Company and any new director
whose election by the Board of Directors 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 a majority thereof; or (iii) the
stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than 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 Securities of the surviving entity) at least 80% of the
total voting power represented by the Voting Securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation,
or the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or an agreement for the sale or disposition by the
Company of (in one transaction or a series of transactions) all or
substantially all the Company's assets.
(b) CLAIM: any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative.
(c) EXPENSES: include attorneys' fees and all other costs,
expenses and obligations paid or incurred in connection with investigating,
defending, being a witness in or participating in (including on appeal), or
preparing to defend, be a witness in or participate in any Claim relating to
any Indemnifiable Event.
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(d) INDEMNIFIABLE EVENT: any event or occurrence related
to the fact that Indemnitee is or was a director, officer, employee or agent
of the Company, or is or was serving at the request of the Company as a
director, officer, partner, employee, trustee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other
enterprise, or by reason of anything done or not done by Indemnitee in any
such capacity.
(e) INDEPENDENT LEGAL COUNSEL: an attorney or firm of
attorneys, selected by a majority vote of a quorum consisting of directors who
are not parties to such Claim, or if such a quorum cannot be obtained, by the
majority vote of a committee consisting solely of two or more directors not
parties to such Claim and who are duly designated to act in the matter by a
majority vote of the full Board of Directors in which directors who are
parties may participate, or if such a quorum or such a committee cannot be
established, by a majority vote of the full Board of Directors in which
directors who are parties to such Claim may participate, who shall not have
otherwise performed services for the Company or Indemnitee within the last
three years (other than with respect to matters concerning the rights of
Indemnitee under this Agreement or of other indemnitees under similar
indemnity agreements).
(f) REVIEWING PARTY: (i) the Board of Directors by a
majority vote of a quorum consisting of directors who are not parties to such
Claim, or if such a quorum cannot be obtained, by a majority vote of a
committee consisting solely of two or more directors not parties to such Claim
and who are duly designated to act in the matter by a majority vote of the
full Board of Directors in which directors who are parties may participate,
(ii) Independent Legal Counsel or (iii) the stockholders of the Company.
(g) VOTING SECURITIES: any securities of the Company
entitled to vote generally in the election of directors.
2. BASIC INDEMNIFICATION ARRANGEMENT. (a) In the event
Indemnitee was, is or becomes a party to or witness or other participant in,
or is threatened to be made a party to, a Claim by reason of (or arising in
part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to
the fullest extent permitted by law as soon as practicable but in any event no
later than thirty days after written demand is presented to the Company,
against any and all Expenses, judgments, fines, penalties and amounts paid in
settlement (including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses, judgments, fines,
penalties or amounts paid in settlement) of such Claim. Notwithstanding
anything in this Agreement to the contrary, prior to a Change in Control
Indemnitee shall not be entitled to indemnification pursuant to this Agreement
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in connection with any Claim initiated by Indemnitee unless the Board of
Directors has authorized or consented to the initiation of such Claim. If so
requested by Indemnitee and upon the receipt by the Company of a written
affirmation by Indemnitee of Indemnitee's good faith belief that the standard
of conduct necessary for indemnification has been met, the Company shall
advance (within two business days of such request) any and all Expenses to
Indemnitee (an "Expense Advance").
(b) Notwithstanding the foregoing, (i) the obligations of
the Company under Section 2(a) shall be subject to the condition that the
Reviewing Party shall not have determined (in a written opinion, in any case
in which the Independent Legal Counsel referred to in Section 3 hereof is
involved) that Indemnitee would not be permitted to be indemnified under
applicable law and (ii) the obligation of the Company to make an Expense
Advance pursuant to Section 2(a) shall be subject to the condition that, if,
when and to the extent that the Reviewing Party determines that Indemnitee
would not be permitted to be so indemnified under applicable law, the Company
shall be entitled to be reimbursed by Indemnitee (who hereby agrees to
reimburse the Company) for all such amounts theretofore paid; provided,
however, that if Indemnitee has commenced or thereafter commences legal
proceedings in a court of competent jurisdiction to secure a determination
that Indemnitee should be indemnified under applicable law, any determination
made by the Reviewing Party that Indemnitee would not be permitted to be
indemnified under applicable law shall not be binding and Indemnitee shall not
be required to reimburse the Company for any Expense Advance until a final
judicial determination is made with respect thereto (as to which all rights of
appeal therefrom have been exhausted or lapsed). If there has not been a
Change in Control, the Reviewing Party shall be selected by the Board of
Directors, and if there has been such a Change in Control, the Reviewing Party
shall be the Independent Legal Counsel referred to in Section 3 hereof. If
there has been no determination by the Reviewing Party or if the Reviewing
Party determines that Indemnitee substantively would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have
the right to commence litigation in any court in the State of Maryland having
subject matter jurisdiction thereof and in which venue is proper seeking an
initial determination by the court or challenging any such determination by
the Reviewing Party or any aspect thereof, including the legal or factual
bases therefor, and the Company hereby consents to service of process and to
appear in any such proceeding. Any determination by the Reviewing Party
otherwise shall be conclusive and binding on the Company and Indemnitee.
3. CHANGE IN CONTROL. The Company agrees that if there is a
Change in Control of the Company, then with respect to all matters thereafter
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arising concerning the rights of Indemnitee to indemnity payments and Expense
Advances under this Agreement or any other agreement or Company Bylaw now or
hereafter in effect relating to Claims for Indemnifiable Events, the Company
shall seek legal advice only from Independent Legal Counsel. Such counsel,
among other things, shall render its written opinion to the Company and
Indemnitee as to whether and to what extent the Indemnitee would be permitted
to be indemnified under applicable law. The Company agrees to pay the
reasonable fees of the Independent Legal Counsel referred to above and to
fully indemnify such counsel against any and all expenses (including
attorneys' fees), claims, liabilities and damages arising out of or relating
to this Agreement or its engagement pursuant hereto.
4. INDEMNIFICATION FOR ADDITIONAL EXPENSES. The Company shall
indemnify Indemnitee against any and all expenses (including attorneys' fees)
and, if requested by Indemnitee, shall (within two business days of such
request) advance such expenses to Indemnitee which are incurred by Indemnitee
in connection with any action brought by Indemnitee for (i) indemnification or
advance payment of Expenses by the Company under this Agreement or any other
agreement or Company Bylaw now or hereafter in effect relating to Claims for
Indemnifiable Events and/or (ii) recovery under any directors' and officers'
liability insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification,
advance expense payment or insurance recovery, as the case may be.
5. PARTIAL INDEMNITY, ETC. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the Expenses, judgments, fines, penalties and amounts paid in
settlement of a Claim but not, however, for all of the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled. Moreover, notwithstanding any other provision
of this Agreement, to the extent that Indemnitee has been successful on the
merits or otherwise in defense of any or all Claims relating in whole or in
part to an Indemnifiable Event or in defense of any issue or matter therein,
including dismissal without prejudice, Indemnitee shall be indemnified against
all Expenses incurred in connection therewith.
6. BURDEN OF PROOF. In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on the Company to
establish that Indemnitee is not so entitled.
7. NO PRESUMPTIONS. For purposes of this Agreement, the
termination of any claim, action, suit or proceeding, by judgment, order or
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settlement (whether with or without court approval) shall not create a
presumption that Indemnitee did not meet any particular standard of conduct or
have any particular belief or that a court has determined that indemnification
is not permitted by applicable law. For purposes of this Agreement, the
termination of any claim, action, suit or proceeding by conviction or upon a
plea of nolo contendere, or its equivalent, or an entry of an order of
probation prior to judgment, shall create a rebuttable presumption that
Indemnitee did not meet the particular standard of conduct required by
applicable law. In addition, neither the failure of the Reviewing Party to
have made a determination as to whether Indemnitee has met any particular
standard of conduct or had any particular belief, nor an actual determination
by the Reviewing Party that Indemnitee has not met such standard of conduct or
did not have such belief, prior to the commencement of legal proceedings by
Indemnitee to secure a judicial determination that Indemnitee should be
indemnified under applicable law shall be a defense to Indemnitee's claim or
create a presumption that Indemnitee has not met any particular standard of
conduct or did not have any particular belief.
8. NONEXCLUSIVITY, ETC. The rights of the Indemnitee hereunder
shall be in addition to any other rights Indemnitee may have under the
Company's Bylaws or the Maryland General Corporation Law or otherwise. To the
extent that a change in the Maryland General Corporation Law (whether by
statute or judicial decision) permits greater indemnification by agreement
than would be afforded currently under the Company's Bylaws and this Agree-
ment, it is the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by such change.
9. LIABILITY INSURANCE. To the extent the Company maintains an
insurance policy or policies providing directors' and officers' liability
insurance, Indemnitee shall be covered by such policy or policies, in
accordance with its or their terms, to the maximum extent of the coverage
available for any Company director or officer.
10. PERIOD OF LIMITATIONS. No legal action shall be brought
and no cause of action shall be asserted by or in the right of the Company
against Indemnitee or Indemnitee's spouse, heirs, executors or personal or
legal representatives after the expiration of two years from the date of
accrual of such cause of action, and any claim or cause of action of the
Company shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such two-year period provided, however,
that if any shorter period of limitations is otherwise applicable to any such
cause of action, such shorter period shall govern.
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11. AMENDMENTS, ETC. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties hereto. No waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver of any other provisions hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.
12. SUBROGATION. In the event of payment under this Agreement,
the Company shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Company effectively to
bring suit to enforce such rights.
13. NO DUPLICATION OF PAYMENTS. The Company shall not be liable
under this Agreement to make any payment in connection with any Claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, Bylaw or otherwise) of the amounts
otherwise indemnifiable hereunder.
14. BINDING EFFECT, ETC. This Agreement shall be binding upon
and inure to the benefit of and be enforceable by the parties hereto and their
respective successors and assigns, including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the Company; spouses; heirs; executors and
personal and legal representatives. This Agreement shall continue in effect
regardless of whether Indemnitee continues to serve as an officer or director
of the Company.
15. SEVERABILITY. The provisions of this Agreement shall be
severable in the event that any of the provisions hereof (including any
provision within a single section, paragraph or sentence) is held by a court
of competent jurisdiction to be invalid, void or otherwise unenforceable in
any respect, and the validity and enforceability of any such provision in
every other respect and of the remaining provisions hereof shall not be in any
way impaired and shall remain enforceable to the fullest extent permitted by
law.
16. GOVERNING LAW. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Maryland
applicable to contracts made and to be performed in such state without giving
effect to the principles of conflicts of laws.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
LASALLE PARTNERS INCORPORATED
By:______________________________
Name:____________________________
Title:___________________________
_________________________________
Name:
