Exhibit 10.25










EXHIBIT
10.25

 

Jones
Lang LaSalle Incorporated




Non-Executive
Director Compensation Plan

Summary
of Terms and Conditions






Amended and Restated as of July 1, 2004





	I.	Introduction:






The
Non-Executive Director Compensation Plan (as amended and restated, the “Plan”)
of Jones Lang LaSalle Incorporated (the “Company”) is designed to attract and
retain highly qualified individuals to serve as non-executive members of the
Company’s Board of Directors and to align the interests of the non-executive
directors (the “Directors”) with those of the Company’s shareholders. Members of
the Board of Directors who are also employees and/or officers of the Company do
not qualify for compensation under the Plan. The terms of the Plan as set forth
below are effective for service on the Board of Directors on and after July 1,
2004.





	
      II.
	
      Compensation:







The Plan
provides each of the Company’s Directors the following compensation for service
on the Company’s Board of Directors:





	 	
      A.
	
      One-Time
      Grant of Restricted Stock Upon Initial Election to the Board of
      Directors







Upon his
or her initial election to the Board of Directors, each Director shall receive a
one-time grant of restricted shares of Common Stock in the aggregate amount of
$50,000. The number of restricted shares shall be calculated based on the
closing price of the Company’s Common Stock on the date of the grant. The
restricted shares shall vest five years from the date of the grant.






	 	
      B.
	
      Cash







Each
Director shall receive the following compensation in cash, subject to certain
elections that each Director may otherwise make as described below.





	 	
      a.
	
      Annual
      Retainer -
      $40,000 in cash, payable in equal quarterly installments in advance,
      promptly after the beginning of each calendar
quarter.








	 	
      b.
	
      Board
      Meeting Attendance Fees -
      $3,500 for attendance at each meeting ($1,000 for each telephonic
      meeting), payable promptly after each
meeting.








	 	
      c.
	
      Committee
      Meeting Attendance Fees -
      $1,500 for attendance at each meeting ($1,000 for each telephonic
      meeting), payable promptly after each
meeting.








	 	
      d.
	
      Audit
      Committee Chair Additional Retainer -
      The Chair of the Audit Committee shall be paid an annual retainer of
      $10,000, to be paid in full and in advance following the appointment of
      the Chair after each Annual Meeting of Shareholders, such payment to be
      made promptly after the end of the second calendar quarter each
      year.




 




















 


	 	
      e.
	
      Compensation
      and Nominating Committee Chairs Additional Retainer -
      The Chair of each of the Compensation Committee and the Nominating and
      Governance Committee shall be paid an annual retainer of $5,000, to be
      paid in full and in advance following the appointment of each Chair after
      each Annual Meeting of Shareholders, such payment to be made promptly
      after the end of the second calendar quarter each
year.







For
administrative convenience, the Company in its discretion may delay payments for
individual telephonic meetings until such time as other payments for in-person
Board meetings are being made.





	 	
      C.
	
      Annual
      Grants of Restricted Stock







At the
time of each Annual Meeting of Shareholders, each Director shall receive an
annual grant of restricted shares of Common Stock in the aggregate amount of
$50,000. The number of restricted shares shall be calculated based on the
closing price of the Company’s Common Stock on the date of the grant. The
restricted shares shall vest five years from the date of the grant.





	 	
      D.
	
      Common
      Stock Alternative with Respect to Annual
  Retainer








	 	
      i.
	
      Percentage
      Election -
      Directors may elect to receive any or all of their Annual Retainer in
      shares of the Company’s Common Stock (rather than in cash) in increments
      of 5% (i.e.,
      5%, 10%, 15%, etc.)








	 	
      ii.
	
      Receipt/Deferral
      -
      Directors may elect to take receipt of their shares of Company’s Common
      Stock either:








		
      1.
	
      During
      the year in which the Annual Retainer is earned, in quarterly installments
      equal to the percentage of the Annual Retainer elected, divided by four,
      divided by the price per share of Company Stock on the last day of each
      quarter. For administrative purposes, shares would not actually be
      distributed until after the end of the year in which the Annual Retainer
      was earned.




 



	 	
       
	Or



 



	 	
      2.
	
      On
      a deferred basis:








	 	
      a.
	
      when
      they retire from the Board of Directors;








	 	
      b.
	
      ten
      (10) years after the date on which they retire from the Board of
      Directors; 











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      c.
	
      for
      a specified number of years (not less than 1 or more than 10);
      or








	 	
      d.
	
      when
      they retire from their primary employment.




 


	 	
      iii.
	
      Deferral
      Election -
      Any election to defer shares shall be made prior to the year in which the
      Annual Retainer subject to deferral shall be paid and shall be
      irrevocable. Any newly elected Director shall have five (5) days from the
      date of his or her election to the Board to elect to defer any percentage
      hereunder. An election shall continue in effect until
    revoked.








	 	
      iv.
	
      Company
      Match on Deferred Shares -
      Any shares for which receipt is deferred shall be matched by the Company
      by a number of shares equal to 25% of the value of the quarterly amount so
      deferred, based on the price per share of Stock on the last day of each
      quarter.








	 	
      v.
	
      Dividends/Stock
      Splits -
      Dividends, if any, on deferred shares of Common Stock shall be paid in
      additional shares having a fair market value equal to the amount of the
      dividends paid on the date of payment. However, any fractional shares
      shall be paid in cash. Deferred Stock shall be subject to any stock
      splits, reverse stock splits, or stock
dividends.








	 	
      E.
	
      Deferral
      Opportunities Under U.S. Deferred Compensation
    Plan







Those
Directors who are subject to the payment of United States federal income taxes
are eligible to participate in the Company’s U.S. Deferred Compensation Plan
with respect to any or all of the cash amounts payable under this Plan.
Participation in the Deferred Compensation Plan is subject to the separate
documentation, agreements and elections that will be provided to any Director
upon request.





	 	
      F.
	
      General








	 	
      a.
	
      Administration
      -
      This plan will be administered by the Nominating and Governance Committee
      of the Board of Directors.








	 	
      b.
	
      Non-Committee
      Member Attendance. A
      Director who voluntarily attends the meeting of a Committee of which he is
      not a voting member shall not be compensated for attendance at such
      meeting.





	 	
      
	
      





	 	
      c.
	
      Source
      of Stock -
      All shares of the Company’s Common Stock granted under this Plan shall be
      issued out of the Company’s Amended and Restated Stock Award and Incentive
      Plan, as in effect from time to time (the “SAIP”) and shall otherwise be
      subject to the terms of the SAIP and any applicable award agreement that
      shall be presented to the Director by the
Company.




 







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      d.
	
      Amendment -
      The Plan may only be amended by the Nominating and Governance Committee of
      the Board of Directors.








	 	
      e.
	
      Itemized
      Statements -
      The Company shall provide periodic itemized statements accounting for the
      payments that have been made to the respective Directors under the
      Plan.




 







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