Exhibit 10.1


    
      

    

    

      
        	 	
                JONES
                  LANG LASALLE 

                STOCK
                  OWNERSHIP PROGRAM 

              	
                

              


      

      (Effective
        January 1, 2006) 

       

      Jones
        Lang LaSalle sponsors a series of compensation and benefit programs that
        can
        help Directors manage risk and assist them in meeting their personal financial
        goals. In an effort to help increase awareness and understanding of these
        programs, the Company has created this summary of its Stock Ownership Program
        and encourages your questions and feedback. 

       

      PROGRAM
        OBJECTIVES 

       

      The
        Jones Lang LaSalle Incorporated (the “Company”) Stock Ownership Program (SOP)
        establishes desirable ownership guidelines for National, Regional and
        International Directors in order to: 

      
         

      

      
        	 	
                ·

              	
                Align
                  a portion of the compensation of those employees who are most responsible
                  for the results of the Company with the interests of shareholders.
                  

              


      

      
        	 	
                
                  ·

                

              	
                Reward
                  people who make long-term contributions to the Company and encourage
                  retention through long-term wealth building incentives.
                  

              


      

      
        	 	
                
                  
                    ·

                  

                

              	
                Reinforce
                  the “one firm” mindset by encouraging employee ownership across business
                  units and regions. 

              


      

      


      The
        following desirable minimum stock ownership guidelines have been established
        for
        each Director level: 

       

      Table
        1: Stock Ownership Guidelines  


      
        
          
            	
                    Director
                      Level 

                  	
                    Beneficial
                      Ownership Guideline 

                  
	
                    International
                      Director 

                  	
                    Four
                      times annual base salary 

                  
	
                    Regional
                      Director 

                  	
                    Three
                      times annual base salary 

                  
	
                    National
                      Director 

                  	
                    Two
                      times annual base salary


                  


          

        

      

      


      The
        Company evaluates Directors’ position relative to these guidelines as of the
        first trading day in January preceding the date of the related bonus payment,
        using the annualized base salary on that day, the stock price on that day
        and
        the Director’s holdings of Company stock. 

       

      Directors
        may satisfy their ownership guideline through shares owned directly, shares
        owned by a spouse or a trust, the potential gain from outstanding stock options,
        and unvested or deferred restricted stock units. Although there is no specific
        period of time in which covered employees should achieve the ownership
        guidelines, Directors are expected to make continuous progress toward the
        target
        and to ideally maintain the applicable level once it has been achieved.


      
         

        PARTICIPATION
          REQUIREMENTS 

         

        To
          help Directors reach these ownership objectives, National, Regional and
          International Directors are separately paid a portion of their Total Award
          as a
          discretionary Stock Bonus (rather than as a discretionary Cash Bonus),
          awarded
          in the form of restricted stock units (“SOP Shares”) under the Stock Award and
          Incentive Plan (the “Plan”). In addition, the firm increases the value of SOP
          Shares by 25% when granted. The number of SOP Shares to be granted as a
          Stock
          Bonus is based upon the following criteria and the schedule provided on
          the next
          page: 

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (a)  The
        employee’s Director
        level status as of January 1 for the year to which the bonus relates (or
        date of
        hire if hired during the year). Employees who may be promoted to National
        Director during the year do not participate in SOP for the remaining portion
        of
        the year they were promoted. Similarly, Regional Directors promoted to
        International Director will continue to participate at the Regional Director
        level for the remaining portion of the year they were promoted and begin
        new
        participating at the International Director level for the following year.
        

       

      (b)  The
        closing price per
        share of Company common stock as of the first trading day in January of the
        year
        following the year to which the Total Award relates. For example, the number
        of
        SOP Shares granted in January, 2006 as part of the 2005 Stock Bonus was
        determined based on the closing price of the Company’s common stock as of
        January 3, 2006, or $52.75, while discretionary Cash Bonuses for 2005 were
        paid
        in March, 2006 (at a time when the closing price per share was between $70
        and
        $75). With the 25% “uplift” described above, the $52.75 closing price results in
        a share price of $42. 

      
        


        (c)  The
          currency exchange
          rate in effect as of the last trading day in December of the year to which
          the
          bonus relates, as determined by the Company. 

      

       

      Table
        2: Cash Bonus and Stock Bonus Levels 


      
        
          	
                  Director
                    Level

                	
                  Percentage
                    of Total Award Paid as Cash Bonus

                	
                  Percentage
                    of Total Award Separately Paid as SOP Shares

                
	
                  International
                    Director 

                	
                  80%

                	
                  20%

                
	
                  Regional
                    Director 

                	
                  85%

                	
                  15%

                
	
                  National
                    Director 

                	
                  90%

                	
                  10%

                


        

      

      


      For
        example,
        if a
        Regional Director received a Total Award of $50,000, the Director would receive
        a Cash Bonus of $42,500 (85% of $50,000) and a Stock Bonus of $7,500. The
        number
        of SOP Shares to be granted, assuming a closing price of $52.75 per share
        and an
        exchange rate of €1.00 to $1.25, is shown below in each of the two examples:


       

        
          

        

      

      
        Example
          1:
          Total
          Award paid in U.S. dollars:
          

        
          	 	
                  SOP
                    Shares 

                	
                  =
                    Stock Bonus ($7,500) plus 25% firm contribution (uplift is
                    $1,875)

                
	 	         	
                  =
                    $
                    9,375 divided by $52.75 (closing price)

                
	 	 	
                  =
                    178 shares                              

                


        

         

        Example
          2:
          Total
          Award paid in Euros:
          

        
          	 	
                  SOP
                    Shares

                	
                  =
                    Stock Bonus (€ 6,000) plus 25% firm contribution
                    (€1,500)

                
	 	         	
                  =
€
                    7,500 times 1.25 (exchange rate) divided by $52.75 (closing
                    price)

                
	 	 	
                  =
                    178 shares                              

                


        

        
          

        

      

       

      Minimum
        Participation Levels 

       

      Participation
        in SOP requires that the minimum value of Stock Bonus to be paid as SOP Shares
        be no less than US $2,000. For example, a National Director would need to
        be
        eligible to receive a US $20,000 Total Award to qualify for SOP Shares. For
        those that do not have Total Awards that meet the minimum Stock Bonus threshold,
        no SOP Shares are granted and the employee receives his/her Total Award paid
        in
        cash, with no 25% premium. 

      
         

        Voluntary
          Election to Not Participate 

         

        Employees
          may (but are not required to) opt out of receiving SOP Shares if they hold
          shares in the Company whose value exceeds the minimum stock ownership guidelines
          described in the first page of this booklet. If such an election is made,
          these
          individuals receive their Total Award in cash at the same time all other
          annual
          bonuses are paid, with no 25% premium. 

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      In
        addition, under the recently launched Director Personal Co-Investment Program
        which the Company established in 2005, International and Regional Directors
        who
        are eligible to opt out of receiving SOP Shares can instead receive up to
        100%
        of the percentage of Total Award otherwise to be paid as a Stock Bonus, in
        the
        form of “SOP Units”. SOP Unit values, like other investments in the Director
        Personal Co-Investment Program, are derived from returns on a portfolio
        comprised of certain real estate co-investments made by the Company through
        the
        client funds established by its LaSalle Investment Management (“LIM”) business.
        If such an election is made, the SOP Units do not receive the benefit of
        the 25%
        premium that is added to SOP Shares, but remain subject to the same vesting
        schedule applied to SOP Shares. Separate plan documents relating to SOP Units
        are provided to potential participants. 

       

      Individuals
        must inform the Company of their election not
        to
        receive SOP Shares (or SOP Units) by no later than January
        5 each year.
        This
        notification must be communicated in writing to the Regional HR Director
        and
        have supporting documentation showing that the minimum required level of
        individual stock ownership has been achieved. This election is not available
        in
        certain countries where the availability of the election would result in
        immediate taxation of SOP Shares. 

       

      VESTING
        OF SOP SHARES 

       

      Any
        SOP Shares that a Director receives will be granted as of the immediately
        preceding January
        1st 
        and
        will vest according to the following schedule, subject to the Director
        continuing to be employed by the Company as of each Vesting Date, and the
        terms
        of the specific agreement which memorializes the terms of the award:


       

      
        	 	
                
                  ·

                

              	
                50%
                  of SOP Shares vest on the 1st
                  July that
                  is 18 months after the grant date; and


              


      

      
        	 	
                
                  ·

                

              	
                50%
                  of SOP Shares vest on the 1st
                  July that
                  is 30 months after the grant date. 

              


      

      


      For
        example, SOP Shares were granted on January 1, 2006 as part of the Total
        Award
        for 2005 that were paid on or about March of 2006. Half of those SOP Shares
        will
        vest on July 1, 2007 and the other half will vest on July 1, 2008. 

       

      DIVIDEND
        EQUIVALENTS; NO VOTING RIGHTS 

       

      In
        2005 and 2006, employees who were granted SOP Shares received an additional
        benefit in the form of a semi-annual payment of $0.25 per share as a dividend
        equivalent. The Board of Directors may, in its discretion from time to time,
        continue to grant dividend equivalents to employees who were granted SOP
        Shares.
        Dividend equivalents are the rights to receive cash, common stock, or other
        property equal in value to the amount of dividends paid with respect to the
        Company’s common stock. SOP Shares do not otherwise have a legal right to
        receive dividends until vested. SOP Shares do not have voting rights until
        they
        have vested. 

       

      FORFEITURE
        

       

      All
        SOP Shares are subject to the terms and conditions outlined in a grant agreement
        and to the terms and conditions contained in the Plan. By receiving and
        accepting a discretionary award of SOP Shares, all Directors accept all terms
        and conditions. For example, these conditions apply for terminated employees:
        

       

      -
        Voluntary Resignation or Termination for Cause
        - results in the immediate forfeiture of SOP Shares that are not yet
        vested.

      
        
           

          -
            Termination
            by Reason of Retirement-
            outstanding grants will continue to vest according to their standard
            vesting
            schedule and shares of stock shall be issued in accordance with the standard
            vesting schedule. For purposes of SOP Shares, Retirement means age 65
            or where
            any combination of age and years of service equals 65, as long as the
            employee
            is at least 55 years old. If a specific local legal requirement requires
            this
            employee stock program to comply
            with a different definition, the local laws would prevail. In either
            case, the
            retired employee will be required to sign a non-solicitation and non-compete
            agreement at the time of retirement;

           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      -
        Termination by Reason of Death, Total and Permanent Disability, - the grant
        will continue to vest according to the standard vesting schedule; 

       

      -
        SOP
        Shares will not be forfeited, and will continue to vest on their original
        schedules in the event an employee is involuntarily terminated due to a position
        elimination. 

       

      TAX
        CONSIDERATIONS 

       

      All
        Cash
        Bonuses are subject to normal taxes and social charges, as required by local
        tax
        laws. The tax consequences associated with the grant and payment of a Stock
        Bonus as SOP Shares, as well as any anticipated dividend equivalent payments
        and
        eventual sale of stock, are always subject to individual income tax
        circumstances at the time of grant, vesting and sale. In general, the Company
        anticipates that there will be no income tax obligations for an employee
        at the
        time SOP Shares are granted. Subject to the tax laws in the countries that
        apply
        to different employees, the vesting of SOP Shares will create a tax reporting
        event based on the fair market value of the shares at that time. Individuals
        should seek advice of their personal tax advisor to obtain specific information
        concerning the tax consequences associated with participation in SOP.


       

      HISTORIC
        PERFORMANCE 

       

      SOP
        Shares have provided a consistent means of acquiring stock ownership in the
        Company, as well as the potential for increased financial returns for those
        who
        have participated in the program since its inception. The schedule below
        represents the percentage increase in value of each dollar contributed to
        the
        SOP and the market value of Jones Lang LaSalle common stock on June 30, 2006.
        Please keep in mind that past performance is not an indicator, guarantee
        or
        assurance of future performance. 

       

      
        
          
            	Table
                    3: Historic Value of SOP Shares	 	 	 	 
	
                    Bonus
                      

                  	 	
                    Share
                      Price 

                    on
                      Grant 

                    Date
                      

                  	 	
                    Adjusted
                      

                    Share
                      

                    Price
                      (1)

                  	 	
                    Current
                      

                    Value
                      (2)

                  	 	
                    Potential
                      

                    Return
                      

                  	 
	
                    1999
                      Bonus 

                  	 	
                    $

                  	
                    11.31

                  	     	
                    $

                  	
                    9.42

                  	    
	
                    $

                  	
                    87.55

                  	    
	 	
                    828.9

                  	
                    %

                  
	
                    2000
                      Bonus 

                  	 	 	
                    13.50
                      

                  	 	 	
                    10.80
                      

                  	 	
                    $

                  	
                    87.55

                  	 	 	
                    710.6

                  	
                    %

                  
	
                    2001
                      Bonus 

                  	 	 	
                    17.80
                      

                  	 	 	
                    14.24
                      

                  	 	
                    $

                  	
                    87.55

                  	 	 	
                    514.8

                  	
                    %

                  
	
                    2002
                      Bonus 

                  	 	 	
                    15.89
                      

                  	 	 	
                    12.71
                      

                  	 	
                    $

                  	
                    87.55

                  	 	 	
                    588.7

                  	
                    %

                  
	
                    2003
                      Bonus 

                  	 	 	
                    20.89
                      

                  	 	 	
                    16.71
                      

                  	 	
                    $

                  	
                    87.55

                  	 	 	
                    423.9

                  	
                    %

                  
	
                    2004
                      Bonus 

                  	 	 	
                    37.35
                      

                  	 	 	
                    29.88
                      

                  	 	
                    $

                  	
                    87.55

                  	 	 	
                    193.0

                  	
                    %

                  
	
                    2005
                      Bonus 

                  	 	 	
                    52.75
                      

                  	 	 	
                    42.20
                      

                  	 	
                    $

                  	
                    87.55

                  	 	 	
                    107.5

                  	
                    %

                  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    Note
                      (1) Adjusted share price includes the impact of the 25% Firm
                      uplift.

                  
	
                    Note
                      (2) Current value based on closing price as of
                      6/30/06.         

                  


          

        

      

       

      RIGHTS
        AS A STOCKHOLDER 

       

      The
        holder of an award will have no rights as a shareholder with respect to any
        shares covered by the award except as expressly contained or provided for
        in the
        award agreement or the Plan until the vesting of the award. 

      


      
        	
                Disclaimer

              
	
                This
                  Summary of out Stock Ownership Program is subject to the terms
                  and
                  conditions of the Plan and each underlying grant agreement issued
                  thereunder. In the event of a conflict, the terms of the Plan or
                  the
                  underlying grant agreement shall prevail. Any terms not otherwise
                  defined
                  in this summary shall have the meaning provided for in the Plan
                  or the
                  grant agreement issued
                  thereunder.