EX-10.27



 Exhibit 10.27 

FORM OF OPTION GRANT AGREEMENT 

THIS AGREEMENT, made as of this          day of
            , 2018 between DTZ Jersey Holdings Limited (the “Company”) and
                         (the “Participant”). 

WHEREAS, the Company has adopted and maintains the DTZ Jersey Holdings Limited Management Equity Incentive Plan (the “Plan”)
to promote the interests of the Company and its shareholders by providing the key employees of the Company and its subsidiaries with an appropriate incentive to encourage them to continue in the employ of the Company or its subsidiaries and to
improve the growth, profitability and financial success of the Company and its subsidiaries. 
 WHEREAS, the Plan provides for the grant to
Participants of Options to purchase shares of Common Stock. 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto hereby agree as follows: 
 1.         Grant of Options. Pursuant
to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant an option (the “Option”) with respect to
                     shares of Common Stock of the Company. 66.67% of the Option will be a Time-Based Option to purchase
                 shares of Common Stock, and 33.33% of the Option will be a Performance-Based Option to purchase
                 shares of Common Stock. 

2.         Grant Date; Vesting Commencement Date. The Grant Date of the Option hereby granted is
                , 2018. The Vesting Commencement Date of the Option hereby granted is
                . 

3.         Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein
and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Committee, shall govern, except to the extent this
Agreement expressly changes the default provisions contained in the Plan, in which case the provisions of this Agreement shall govern. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan. 

4.         Exercise Price. The exercise price of each share of Common Stock underlying the Option hereby
granted is $        . 
 5.         Vesting. 

(a)         The Time-Based Option will vest in accordance with Section 4.3(a) of the Plan, as in
effect as of the date hereof, subject in all cases to the Participant’s continued Employment through the applicable vesting date. 







 (b)         The Performance-Based Option will vest on
the occurrence of a Liquidity Event at any time during the term of the Option in which the Majority Stockholder realizes an MoM that is at least 2.0 (in which case the Performance-Based Option shall immediately vest in full); subject in all cases to
the Participant’s continued Employment through the applicable vesting date. 
 (c)
        Notwithstanding Section 5(b), in the event of a Significant Cash Sale, a portion of the Performance-Based Option will vest as provided in this Section 5(c). A portion of the Performance-Based
Option will vest on the occurrence of a Significant Cash Sale at any time during the term of the Option in which the Majority Stockholder realizes, by reference only to those Initial Majority Stockholder Shares sold, an MoM that is at least 2.0 (in
which case 100% of the Significant Cash Sale Vesting Percentage shall immediately vest); subject in all cases to the Participant’s continued Employment through the applicable vesting date. Any portion of the Performance-Based Option that does
not vest upon a Significant Cash Sale shall remain outstanding and may vest upon a Liquidity Event in accordance with Section 5(b). 

6.         Construction of Agreement. Any provision of this Agreement (or portion thereof) which is deemed
invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions
thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered
excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver of any provision or violation of this Agreement by
the Company shall be implied by the Company’s forbearance or failure to take action. This Agreement is intended to comply with Section 409A of the Code and any guidance issued thereunder and shall be interpreted, operated and administered
accordingly. 
 7.         Delays or Omissions. No delay or omission to exercise any right, power or remedy
accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein,
or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any
kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent
specifically set forth in such writing. 
 8.         Limitation on Transfer; Nominee Agreement. The Option
shall be exercisable only by the Participant or the Participant’s Permitted Transferee(s), as determined in accordance with the terms of the Plan (including without limitation the requirement that the Participant obtain the prior written
approval by the Committee of any proposed Transfer to a Permitted Transferee during the lifetime of the Participant). Each Permitted Transferee shall be subject to all the restrictions, obligations, and responsibilities as apply to the Participant
under the Plan and this Option Grant Agreement and shall be entitled to all the rights of the Participant under the Plan, 

  
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 provided that in respect of any Permitted Transferee which is a trust or custodianship, the Option shall become
exercisable and/or expire based on the Employment and termination of Employment of the Participant. All shares of Common Stock obtained pursuant to the Option granted herein shall not be transferred except as provided in the Plan and, where
applicable, the Management Stockholders’ Agreement. Shares of Common Stock issued upon exercise of the Option or otherwise delivered in satisfaction of the Option will bear such legends as may be required or provided for under the terms of the
Plan and, where applicable, the Management Stockholders’ Agreement. Notwithstanding anything to the contrary in the Plan, and in addition to the foregoing obligations and any obligations under the Plan, the Participant shall be required to
enter into a shareholder nominee agreement, in a form acceptable to the Company, and such other arrangements that the Company deems necessary and appropriate in respect of the Participant’s ownership of, interest in or holding of shares of
Common Stock. 
 9.   Restrictive Covenants. 

(a)         In consideration of the Participant’s Employment with the Company and the grant of
an Option pursuant to this Agreement, the Participant makes the following covenants described in this Section 9. Notwithstanding anything in the Plan or this Agreement to the contrary, in the event that the Participant violates any of the
provisions of this Section 9, he or she shall forfeit the Option in full (regardless of the extent to which the Option is vested at the time of such violation. 

(b)         Noncompetition; Nonsolicitation; Confidential Information. The Participant shall
not Compete. 
 (c)         Non-Disparagement. The Participant shall not, directly or
indirectly, disparage (i) the Company, (ii) the Majority Stockholder, (iii) any subsidiaries or Affiliates of the Company or the Majority Stockholder, (iv) any employee, officer, shareholder or director of any of the entities
described in clauses (i) through (iii), or (v) the business or properties or assets of the Company or any of its subsidiaries. Notwithstanding the foregoing, nothing herein shall preclude the Participant from making truthful statements or
disclosures that are required by applicable laws or legal process. 
 (d)         Enforceability
of Covenants. The Participant acknowledges the reasonableness of the term, geographical territory, and scope of the covenants set forth in this Section 9. The Participant further acknowledges that complying with the provisions contained in
this Agreement will not preclude the Participant from engaging in a lawful profession, trade or business, or from becoming gainfully employed. The Participant agrees that the Participant’s covenants under this Section 9 are separate and
distinct obligations under this Agreement, and the failure or alleged failure of the Company or the Board to perform obligations under any other provisions of this Agreement shall not constitute a defense to the enforceability of the
Participant’s covenants and obligations under this Section 9. The Participant agrees that any breach of any covenant under this Section 9 may result in irreparable damage and injury to the Company and that the Company may be entitled
to seek injunctive relief in any court of competent jurisdiction. 

  
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 (e)         Nonexclusive Remedy. In addition to
any remedies that may be available in any agreement to which the Participant is a party, the remedies available for breach of any of the foregoing restrictive covenants shall include: (a) the rights and remedies of the Company set forth in the
Management Stockholders’ Agreement; (b) any rights or remedies available in law or in equity, (c) the forfeiture of the Option for no consideration; (d) in respect of the Option (or portion thereof) exercised by the Participant
prior to any such breach or subsequent thereto and prior to the forfeiture of the Option (or portion thereof) required by this Section 9, payment by the Participant to the Company of an amount equal to the difference between the exercise price
of the Option and the per-share proceeds of any sale of shares of Common Stock acquired upon such exercise multiplied by the number of shares of Common Stock so sold; and (e) payment by the Participant to the Company of an amount reimbursing
the Company for all reasonable attorney’s fees it incurs enforcing its rights hereunder in the event the Company prevails in enforcing at least one of the foregoing restrictive covenants. 

10.       Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form
a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other
than those expressly set forth herein and in the Plan. This Agreement, including without limitation the Plan and the Management Stockholders’ Agreement, supersedes all prior agreements and understandings between the parties with respect to its
subject matter. 
 11.       Successors and Assigns. The rights, duties, and obligations under this Agreement shall be
assignable by the Company to any successor entity, including any entity acquiring all, or substantially all, of the assets of the Company. The provisions of this Agreement shall be binding on any such assignee. 

12.       Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument. 
 13.       Governing Law. This Agreement
shall be governed by, and construed and enforced in accordance with, the domestic substantive laws of New York, without regard to the provisions governing choice or conflict of laws or rules that would cause the application of the domestic
substantive laws of any other jurisdiction. Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this Section 12, be ineffective
to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in
any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary
to render the modified covenant valid, legal and enforceable. 
 14.       Effect on Employment. Nothing contained in
this Agreement shall confer upon the Participants any right with respect to the continuation of their Employment or interfere in any way with the right of the Company or any of its subsidiaries, subject to the terms of any separate employment
agreements to the contrary, at any time to terminate such Employment or to 

  
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 increase or decrease the compensation of the Participants from the rate in existence at the time of the grant of
any Option. 
 15.       Participant Representations; Acknowledgments. 

(a)         By executing this Option Grant Agreement, the Participant hereby represents and warrants
to the Company that the statements in this Section 15(a) are true and correct as of the date of this Agreement and will continue to be true and correct as long as the Option is outstanding: 

(i)         The Participant possesses such expertise, knowledge, and sophistication in financial and
business matters generally and that he/she is capable of evaluating the merits and risks of receiving the Option; and 
 (ii)
        The Participant has had access to all of the information and individuals with respect to the Option and his/her receipt thereof, including without limitation information relating to the Company and
risks related to any investment therein, that he/she deems necessary to make a complete evaluation thereof. 

(b)         The Participant hereby acknowledges receipt of a copy of the Plan. The Participant hereby
acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan, this Agreement and the Option shall be final and conclusive. The Participant further acknowledges that no exercise of the Option or any
portion thereof shall be effective unless and until (A) prior to the later to occur of (i) the Initial Public Offering and (ii) the seventh anniversary of the Effective Date, the Participant has executed the Management
Stockholders’ Agreement and the Participant hereby agrees to be bound thereby, and (B) the Participant has entered into the shareholder nominee agreement and such other arrangements as are required by the Company pursuant to Section 8
hereof. The Participant further acknowledges that if, following the date the Participant receives the Option pursuant to this Agreement, the Company determines that any of the representations made by the Participant under this Section 15 is
inaccurate, the grant of the Option to the Participant pursuant to this Agreement may, in the sole discretion of the Board, be rescinded and deemed null and void. 

*         *        
*         *         * 

  
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 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly
authorized officer and said Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement, the Plan and the Management Stockholders’ Agreement as of the day and
year first written above. 
  

			
	        	 	DTZ JERSEY HOLDINGS LIMITED
		
		 	  

		 	By:
		 	Title:
		
		 	  



  
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