jll3rdquarter201910qexhi






                                                                                         Exhibit 10.1                                                                                    Mihir Shah                                                    September 22, 2019    Dear Mihir,                              We are pleased to offer you the position of Co-CEO of JLL Technologies with Jones Lang LaSalle  Incorporated (“JLL” or the “Company”).  You will report directly to the Chief Executive Officer, Christian  Ulbrich, and be a member of the Global Executive Board (GEB).      Your new assignment will be effective October 1, 2019.    Annual Base Salary  Your new base salary is $500,000 per annum, effective October 1, 2019, payable every other Friday in  arrears less applicable payroll deductions. Your Base Salary will remain in effect through December 31,  2019, after which it will be subject to consideration by the Compensation Committee in accordance with  the procedures it follows. We do not guarantee any base salary increases.    GEB Incentive Payments    You will be rewarded according to the GEB Annual Incentive Plan design and the GEB Long-Term  Incentive Plan design. Your aggregate annualized incentive target is US $4,500,000, which is pro-rated in  2019 effective October 1, 2019 for the Annual Incentive Plan. The annualized incentive target will be  allocated to the GEB Annual and Long-term Incentive Plans as follows:           Year                 Annual Incentive Plan Bonus Long-Term Incentive Plan                             Allocation               Award Allocation        2019                 55%                      45%        2020                 50%                      50%        2021                 45%                      55%        2022                 40%                      60%    Annual Incentive Plan  Any Annual Incentive Plan bonus will be based on the following: (1) performance against specific  individual objectives (MyPerformance), as assessed by your manager, (2) your business unit  performance, and (2) JLL’s firm-wide performance. A consideration of these factors and others may lead  to you receiving more than, less than or none, of the target bonus amount. Bonuses are considered  annually and typically paid in March. To earn and be paid an Annual Bonus, individuals must be  employed by JLL on the date that annual bonuses are paid. If you leave JLL voluntarily for any reason  before the date that bonuses are paid or if your employment is terminated for cause in our discretion, you                                         1               





 






will not be paid any part of your Annual Bonus, pro rata or otherwise.   For qualifying separations, you  will be entitled to the GEB severance benefits which also apply to other GEB members. A copy of the  current Plan can be provided to you.  JLL reserves the right to alter the GEB Annual Incentive Plan from  time to time in its discretion, which may include target award changes.      Long-Term Incentive Plan  The Long-Term Incentive Plan award is delivered in Performance Share Units (“PSU’s”) which vest after  3 years and is contingent on achieving performance conditions. Your first grant will occur by October 15,  2019.  Your actual award will be based on JLL’s firm-wide performance and the collective performance  against Beyond Goals. A consideration of these factors and others may lead to you receiving more than, less  than or none of the target award amount.  JLL reserves the right to alter the GEB Long-Term Incentive Plan  from time to time in its discretion, which may include target award changes and equity vehicles.          One-Time Stock Grant  You will be given a one-time grant of Restricted Stock Units (“RSU’s”) in the amount of $2,500,000 by  October 15, 2019. The number of shares will be determined by the fair market value of JLL stock on the  date of the grant and will be governed by the terms of the grant agreement. The shares will vest ratably  over three years.    Additional Stock    You are eligible for four $5,000,000 stock grants based on reaching thresholds of $250 million, $500  million, $1billion and $2 billion in JLL Technologies fee revenue based on a trailing 12 months  measurement period.  You must be an employee of the Company when the thresholds are met to be eligible  for this additional stock award.  The stock vehicle will be determined prior to grant and will vest ratably  over three years. The number of shares will be determined by the fair market value of JLL stock on the  date of the grant and will be governed by the terms of the grant agreement. JLL Technologies fee revenue  shall include:             -  Fee revenue, as defined and applied by JLL as of the inception of this employment            contract, earned and recognized by businesses under the direct leadership responsibility of            Mihir Shah and Yishai Lerner (collectively, the “JLL Technologies Portfolio”).                 -  Fee revenue represents revenue recognized in accordance with U.S. generally accepted            accounting principles less costs incurred on behalf of JLL clients which are directly            reimbursed by JLL clients or indirectly reimbursed through the fees JLL earned,            specifically costs associated with client-dedicated employees as well as third-party vendors            and subcontractors.                 -  To the extent JLL’s definition and application of fee revenue changes during the term of            this employment contract, the definition of fee revenue as of the date of this employment            contract will continue to apply for the duration of the performance measurement period.                  -  For avoidance of doubt, only JLL Technologies Revenue attributable to the period in which            a business or activity is within the JLL Technologies Portfolio will be included for            measurement of performance for purposes of this employment contract.                 -  As of the date of this employment contract, the following four businesses comprise the JLL            Technologies Portfolio:         -                                           2               





 






                  1. JLL Digital Solutions                    2. Corrigo                    3. JLL Digital Business Group                    4. Spark           -  Any changes to the definition of Revenue and/or the JLL Technologies Portfolio (i.e.            business developed organically) must be approved by the JLL Global CEO and Global            CHRO before taking effect.          -  Acquisitions using JLL capital in excess of $10 million will trigger a revenue target            adjustment.        Investment Participation in Venture Capital Funds  We acknowledge that you have interests in the July 25, 2018 entities - JLL Spark Global Ventures Fund I,  LP and JLL Spark Partners I GP, LLC and the August 9, 2019 entities – JLL Spark Global Ventures Fund  II, LP and JLL Spark Partners II GP, LLC.  Your interest in these funds will continue and be governed by  the controlling documents for those funds. Interests in subsequent funds will be based on mutually agreed  upon terms which include the agreement of the JLL Global CEO and JLL Global CHRO and will not  exceed a carried interest of 5%.        Share Ownership Requirement  For the Global Executive Board, excluding the CEO, the share ownership requirement is four times base  salary. You need to retain 100% of post-tax shares until compliance is achieved. Unvested RSU’s count  towards the requirement while unvested PSU’s will not. After meeting the ownership requirement, you  need to retain 50% of released shares (post tax) for an additional 2 years. These requirements are subject  to change based on the normal review process with the Compensation Committee.    Directors and Officers Insurance and By-Law Indemnification.  You will be entitled to coverage under the commercial insurance policies that JLL maintains from time to  time with respect to liability for the actions of our Directors and Officers acting in such capacities. In  addition, you will be entitled to the indemnification provided under the Company’s By-Laws in effect on the  date of this letter, a copy of which has been provided to you. During your employment and following any  termination of employment, such coverage and indemnification will be at least as favorable to you as that  provided to any other new or continuing Company executives.     Benefits  JLL prides itself on being an Employer of Choice. We are committed to supporting our employee’s personal  needs in life while achieving business goals. We demonstrate our commitment through flexible work  arrangements and a comprehensive benefit program. We offer an “environment of health,” anchored by our  “Health Empowerment Program”. You may elect to participate in our benefits program, which includes  medical, dental, life, disability insurance, and a 401k savings and retirement plan.    In addition, we provide options for wealth creation and life management, including paid holidays and time  off as needed and approved, subject to our standard policies. Details of these benefits are included in the  firm’s policies and benefits summaries and plan descriptions, copies of which will be provided to you.    As a member of the Global Executive Board (“GEB”), we also offer you additional benefits. We apply  these benefits programs uniformly across the organization. Details of these benefits will be provided to you  within your first 30 days.                                           3               





 






Expense Reimbursement  You will be authorized to incur reasonable expenses for entertainment, traveling, meals, lodging, and  similar items in promoting JLL’s business and for business communication costs, such as cellular phone  service, internet service, and a wireless e-mail device and service. We will reimburse you for all reasonable  expenses so incurred provided that such expenses are incurred and accounted for in accordance with the  policies and procedures established by JLL.      Public Disclosures  You understand that JLL will file this letter publicly with the United States Securities and Exchange  Commission (SEC) as part of its required disclosures as a public company. This letter may also be disclosed  as otherwise required by applicable laws or regulations. You also agree that JLL may make such additional  disclosures about you and your compensation from time to time as and to the extent required by applicable  laws and regulations and that you will provide JLL with all necessary information upon request. Your  position as an officer will also require us to publicly file reports about your interests in Jones Lang LaSalle  common stock with the SEC.    Representations  As a condition of your employment with us, you represent that:       •  You are aware of and understand all the restrictions or obligations you may have to current and        prior employers.     •  There are no restrictive covenants, court orders, laws or regulations, including non-solicitation,        confidentiality or non-compete agreements, that would prevent, restrict or hinder or interfere with        your employment.     •  You have no other obligations or commitments of any kind that would prevent, restrict, hinder or        interfere with your employment.     •  During your employment with us, you will not violate any obligations or restrictions that relate to        your employment.    We encourage you to seek your own legal counsel if you have any questions about any obligations or  commitments you have that may affect your employment with us.    Confidentiality  During your employment with us, you will receive confidential, proprietary or non-public information  concerning JLL, its clients and/or employees. This may include pricing, client proposals, compensation  structures and performance evaluations, among many other types of information. You agree that:       •  We have given this kind of information to you in strict confidence.     •  You will keep all of it secret and confidential indefinitely.     •  You will not disclose it, directly or indirectly, to anyone else or use it in any way except as we may        authorize within the scope of your employment.     •  If at any time you are required by law to disclose such information, you will give reasonable        advance notice to JLL before you disclose it.     •  Except as clearly necessary to carry out your job responsibilities, you will not attempt, or provide        information to others that would allow them to attempt, to access JLL's computer system or those        computer systems of JLL's clients.          Non-Solicitation  As consideration for your employment with us, you agree that while you work for us and for a period of                                         4               





 






twelve (12) months after your employment with us terminates for any reason, you will not, either directly  or indirectly, or on behalf of anyone else:     •  Solicit or induce other JLL employees or independent contractors retained exclusively by JLL to        leave their jobs; or     •  Use any JLL trade secrets, proprietary or confidential information to solicit or induce any clients        that have existing or pending transactions or assignments with JLL to discontinue or reduce (i)        their transactions or assignments with us or (ii) their consideration of us for pending transactions        or assignments.          By accepting our offer of employment, you agree that the above restrictions are fair and reasonable and are  reasonably required for the protection of JLL.    Intellectual Property  To the fullest extent allowed by law, you will continue to be bound the Confidential Information and  Invention Assignment that you signed on June 5, 2017, which will remain in full force and effect and will  govern in the event of any conflict or inconsistency with this letter.    At Will Employment  Your employment will not be for a fixed period of time, and it will be “at will.” This means that you or the  firm may terminate your employment, or the firm may change the terms and conditions of your  employment, at any time, with or without notice or cause.    You will be entitled to the GEB severance benefits which also apply to other GEB members. A copy of the  current Plan can be provided to you.    Code of Business Ethics and Company Policies  We strongly believe that compliance by its employees with all applicable laws and ethical business practices  is critical to our continued success. Accordingly, we will ask you to become familiar with our Code of  Business Ethics and to certify that you will always act in accordance with its provisions. Your compliance  with the Code is a condition to your continued employment. While you work for us, you also agree to  become familiar and comply with our personnel policies, including, our drug and alcohol, anti-harassment  and information security policies. This information is included in the new hire packet and is always  available on our intranet.    We greatly look forward to continuing your relationship with the firm and are confident that our  shareholders, clients and employees will benefit from your leadership and that our relationship with you  will be mutually satisfying and rewarding.    If you wish to accept our offer, please sign this letter and return it to me.    Yours Sincerely,    /s/ Christian Ulbrich  Christian Ulbrich  President and Chief Executive Officer  Jones Lang LaSalle Incorporated    Accepted by: /s/Mihir Shah                   Date:  9/23/2109                                                                    5