Unassociated Document









 

EXHIBIT
10.22

 

AMENDED
AND RESTATED

JONES
LANG LASALLE INCORPORATED

CO-INVESTMENT
LONG-TERM INCENTIVE PLAN




Dated
October 4, 2004






















AMENDED
AND RESTATED

JONES
LANG LASALLE INCORPORATED

CO-INVESTMENT
LONG-TERM INCENTIVE PLAN




Table
of Contents





	
      Section
	
      Page

	 	 	 
	
      I.
	
      Purpose
	
      3

	 	 	 
	
      II.
	
      Eligibility
	
      3

	 	 	 
	
      III.
	
      Specific
      Terms of Grants
	
      3

	 	 	 
	
      IV.
	
      Administration
	
      5

	 	 	 
	
      V.
	
      General
      Provisions
	
      5











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AMENDED
AND RESTATED

JONES
LANG LASALLE INCORPORATED

CO-INVESTMENT
LONG-TERM INCENTIVE PLAN

 

I. 
Purpose




The Jones
Lang LaSalle Incorporated Co-Investment Long-Term Incentive Plan (the “Plan”) is
designed to provide a select group of management or highly compensated employees
and independent contractors of Jones Lang LaSalle Incorporated (the “Company”),
or any now existing or hereafter established or acquired subsidiary or affiliate
(“Affiliate”), with an opportunity to benefit, on a notional basis, from certain
of the real estate investments made by the Company via the Company’s
co-investments in real estate through LaSalle Investment Company (“LIC”), a
series of limited partnerships, based on the performance of LIC’s underlying
investments (the “Investments”). This Plan is designed to permit the Company to
continue to retain the services of Participants in the Plan, to increase their
efforts on behalf of the Company and to promote its success in the interest of
stockholders. It will also serve to further align the interests of participants
in the Plan with those of the Company’s real estate investment
clients.




II. 
Eligibility




An
employee or independent contractor shall become a Participant as of the date he
is notified in writing by the Compensation Committee of the Company’s Board of
Directors (the “Committee”), or its delegate, that he or she has been selected
to become a Participant. The Committee shall consider such factors as it, in its
sole discretion, considers pertinent in selecting Participants. “Participant”
means, for a Plan year or portion of a Plan year, an individual: (a) who is an
employee of or independent contractor to the Company or an Affiliate; (b) who is
a member of a select group of management or highly compensated employees, or an
individual serving as an independent contractor having comparable duties and
compensation; (c) who, for such Plan year, has satisfied such minimum
compensation or other classification requirements established from time to time
by the Committee, and who is designated by the Committee, in its sole
discretion, as a Participant in the Plan; and (d) who has not otherwise been
removed from participation in the Plan by the Committee. A Participant must
complete such forms and provide such data in a timely manner as is required by
the Committee.




III. 
Specific Terms of Grants





		a.	Participants’
      Accounts: The
      Committee shall establish and maintain on behalf of each Participant a
      separate bookkeeping account (an “Account”) under the Plan. With respect
      to each Participant, this Account shall represent the amount of his
      notional interest in the Initially Allocated Funds and Subsequently
      Allocated Funds granted under the Plan plus any distributions to which he
      subsequently becomes entitled. An Account shall be credited with a
      distribution arising from an Investment only when such distribution is
      actually received by the Company. Distributions credited to an Account
      shall not earn interest. The Committee, in its discretion, may also
      establish and maintain such additional separate bookkeeping accounts for
      the Participant as it shall deem desirable.



 







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      b.
	
      Basis
      of Grants and Initial Grant: For
      calendar year 2002, the Company will identify a $5.0 million allocation
      out of the total of funds that it has invested in the Investments as of
      December 31, 2002 (the “Initially Allocated Funds”) to be used as a
      benchmark for determining the notional interests to be earned by
      Participants. The Initially Allocated Funds will exclude any cash held by
      LIC as of that date and assume that any cash held is proportionately
      allocated to the Investments at that time. If any one or more of the
      Investments to which the Initially Allocated Funds is to be allocated has
      not completed its equity capital raising process at December 31, 2002, the
      allocation will be finalized after the completion of such equity capital
      raising. Specifically, for the calendar year 2002, the Investments that
      comprise the Initially Allocated Funds are as follows: Income & Growth
      Fund III, LaSalle Euro Growth II, Asia Recovery Fund, Medical Office Fund,
      and CalEast. The Initially Allocated Funds will be allocated to the
      particular Investments in proportion to the amount invested in that
      particular Investment compared to the total invested by the Company in all
      of the Investments as of that date. The Initially Allocated Funds will not
      be allocated expenses, for purposes of the Plan, in the same manner as all
      other investors. As soon as practicable following the date on which the
      Initially Allocated Funds are identified by the Company, each
      Participant’s Account (as defined above) shall be credited with a
      proportional notional interest (an “Interest”) in such Initially Allocated
      Funds. A Participant’s Interest will represent an unfunded and unsecured
      promise to be paid in accordance with the terms of the Plan and not an
      actual interest in the Investments.








	 	
      c.
	
      Future
      Grants:
      The Company will identify and allocate an additional $5.0 million of its
      investment in the Investments for grants to Participants in each of
      calendar years 2003 through 2005, which will be determined, tracked,
      calculated and become Interests in the same manner as provided for in III.
      b. above, at the end of each of the respective years (the “Subsequently
      Allocated Funds”), including allowing for the final equity closes of each
      Investment within the Subsequently Allocated Funds, or such other amount
      as may be determined by the Committee; provided,
      that no additional allocations will be made unless the Company meets at
      least a 10% GAAP earnings per share growth for the immediately preceding
      calendar year over the prior calendar year. As soon as practicable
      following the date on which the Subsequently Allocated Funds are
      identified by the Company, each Participant’s Account shall be credited
      with an Interest in such Subsequently Allocated Funds. Participation in
      such future grants, if any, will be determined by the Committee on an
      annual basis.




 







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      d.
	
      Vesting: A
      Participant shall vest in such portion of his Account attributable to his
      notional Interest in the Initially Allocated funds, and any distributions
      attributable thereto, and each Interest in the Subsequently Allocated
      Funds, and any distributions attributable thereto, upon the earlier of:
      (a) five (5) years from the date of grant of the Interest in the Initially
      Allocated Funds or, in the case of an Interest in the Subsequently
      Allocated Funds, five (5) years from the date of grant of each Interest in
      the Subsequently Allocated Funds, (b) retirement (on or after attainment
      of age 60 or, if lower, attainment of the statutory retirement age), (c)
      death or permanent disability, or (d) in the case of Participants employed
      by the Company or any of its Affiliates, a change in control (as
      determined by the Committee) of the Company or the business unit of the
      Company by which the Participant is employed. In the case of Participants
      employed by the Company or any of its Affiliates, termination of
      employment with the Company and its Affiliates prior to vesting, for any
      reason other than those provided for above, shall result in the complete
      forfeiture of a Participant’s Account. In the case of Participants
      providing services to the Company or any of its Affiliates as an
      independent contractor (directly or through a corporation or other
      business entity), termination of the independent contractor relationship,
      direct or indirect, between the Company or its Affiliates and the
      Participant, for any reason other than those provided for above, shall
      result in the complete forfeiture of a Participant’s Account. The
      Committee shall, in its sole discretion, have the authority to accelerate
      the vesting of a Participant’s Account.








	 	
      e.
	
      Payments:
      All payments will be made in cash to any Participant whose Account has not
      been forfeited, in an amount or amounts, equal to the Company’s return on
      the Initially Allocated Funds and any Subsequently Allocated Funds, in
      proportion to each Participant’s Interest. However, no payment will be
      made from the Plan until such time as that Interest is vested in
      accordance with paragraph III. d. above. If a Participant becomes fully
      vested in his Account because of the five (5) year vesting period, the
      Company shall, as soon as practicable after the date of such vesting, pay
      an amount equal to all distributions attributable to any Interest credited
      to the Participant’s Account that are actually received by the Company
      prior to that time. If a Participant becomes fully vested because of
      retirement, death, permanent disability or a change in control, the
      Company shall, as soon as practicable after the date on which the
      Participant would have satisfied the five (5) year vesting period, pay an
      amount equal to all distributions attributable to any Interest credited to
      the Participant’s Account that are actually received by the Company prior
      to that time. The timing of any future payments shall be at the Company’s
      discretion on or around the same time or times as the Company actually
      receives distributions from LIC with respect to the Investments, but in no
      event shall the Company be required to make payments more often than
      annually.




 







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IV.
Administration




The Plan
shall be administered by or under the authority of the Committee. Subject to the
provisions of the Plan, the Committee, in its sole discretion, shall have the
authority to approve eligibility to participate in the Plan, to establish the
terms and conditions under which the awards become payable. In addition, the
Committee shall have the authority to delegate such of its duties and authority
under the Plan as it shall determine, in its sole discretion.




The
Company’s Global Chief Human Resources Officer shall have the authority to adopt
such rules and regulations and make all other interpretations and determinations
deemed necessary or desirable for the administration of the Plan.




Any
interpretation of the Plan and any decisions, calculations and determinations
made by the Committee or the Global Chief Human Resources Officer on all matters
relating to the Plan or the administration thereof shall be final and
binding.




V.
General Provisions





	 	
      a.
	
      Term:
      Grants
      may be made pursuant to the Plan beginning as of January 1, 2002 and
      ending as of December 31, 2005.








	 	
      b.
	
      Plan
      Termination and Amendment:
      This Plan is subject to amendment or termination by the Committee in its
      sole discretion; provided that no such amendment or termination may reduce
      the value of any benefit already granted under the Plan. Participants will
      be notified of an amendment or termination of the Plan within a reasonable
      time after the amendment or termination has been
  effected.








	 	
      c.
	
      Withholding
      and Benefits:
      The Company will withhold from any amounts payable under this Plan all
      federal, state, city and local taxes and any other amounts as shall be
      legally required, as well as any other amounts authorized or required by
      employer policy including, but not limited to, withholding for
      garnishments and judgments or other court orders. Amounts accrued or paid
      under this Plan shall not be included or considered in determining any
      benefits under any pension, retirement, profit sharing, group insurance or
      other benefit plan of the Company or any of its subsidiaries or
      affiliates.








	 	
      d.
	
      Employment
      and Other Rights:
      The Plan does not constitute an employment, consulting or other contract
      and participation in the Plan will not give a Participant the right to
      continue to be retained as an employee of or consultant to the Company or
      any of its Affiliates on a full-time, part-time, or any other basis, or to
      or in any way limit or interfere with the Participant’s right to terminate
      his employment or consulting relationship with the Company or its
      Affiliates. Participation in the Plan shall not give any Participant any
      right or claim to any benefit under the Plan unless such right or claim
      has specifically accrued under the terms of the
Plan.




 







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      e.
	
      Interests
      Not Distributed to Participants:
      Any Interest forfeited in accordance with the terms of this Plan will be
      retained by the Company and may be redistributed, or not, as the Company
      deems appropriate.








	 	
      f.
	
      Loans:
      Loans are not permitted under the Plan.








	 	
      g.
	
      Reporting: On
      an annual basis, the Company will provide to Participants a report on the
      status of the Investments.








	 	
      h.
	
      Transferability:
      Grants under the Plan shall not be transferable by a Participant, except
      by will or the laws of descent and
distribution.








	 	
      i.
	
      Governing
      Law:
      The Plan, and all determinations made and actions taken pursuant hereto,
      shall be governed by the laws of the State of Maryland without giving
      effect to the principles of conflict of
laws.








	 	
      j.
	
      Unfunded
      Status of Interests:
      The Plan is intended to constitute an “unfunded” plan for incentive
      compensation. Benefits hereunder shall be paid from assets which shall
      continue, for all purposes, to be a part of the general, unrestricted
      assets of the Company. The obligation of the Company hereunder shall be an
      unfunded and unsecured promise to pay money in the future. With respect to
      any payments not yet made to a Participant pursuant to a grant, nothing
      contained in the Plan or any grant agreement shall give any such
      Participant any rights that are greater than those of a general creditor
      of the Company. It is intended that the Plan be unfunded for tax purposes
      and for purposes of Title I of the Employee Retirement Income Security Act
      of 1974, as amended.








	 	
      k.
	
      German
      Participants.
      Notwithstanding any provision of the Plan to the contrary, clauses (b) and
      (c) of Section III.d. shall not be applicable in the case of any
      Participant residing or employed in
Germany.




 







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