Exhibit 10.5









Exhibit
10.5




JONES
LANG LASALLE INCORPORATED

STOCK
OWNERSHIP PROGRAM SHARES AGREEMENT

(Under
the Amended and Restated Stock Award and Incentive Plan)







THIS
STOCK OWNERSHIP PROGRAM SHARE GRANT (“SOP Grant”), dated as of _________
(the
“Grant Date”), is
granted by JONES LANG LASALLE INCORPORATED (the "Company"), to
_________________, (the "Grantee") pursuant to the Company's Amended and
Restated Stock Award and Incentive Plan (the "Plan"). The following table sets
out the basic information regarding this SOP Grant, and Appendix
A sets out
the terms and conditions of this SOP Grant. This SOP Grant is subject to such
terms and conditions and to the further terms and conditions contained in the
Plan. For purposes of this Agreement, all capitalized terms not otherwise
defined herein shall have the meanings assigned to them in the Plan. By
accepting this SOP Grant, Grantee accepts all such terms and
conditions.





	
      1.    Number
      of shares of Stock with respect to which Grantee is granted SOP shares
      (“Restricted Stock Units”)
	
      [Insert
      number of shares]

	
      2.    Grant
      Price
	
      [Insert
      price in US$ on Grant Date]

	
      3.    Time of
      vesting and issuing of SOP Grant
	
      This
      SOP Grant shall vest and shares of Stock shall be issued as to one-half
      (1/2) of the Restricted Stock Units on each of:

      (i)    [18
      months from Jan. 1 of year of Grant]; and

      (ii)   [30 months
      from Jan. 1 of year of Grant]

	
      4.    Effect
      of termination of employment on vesting
	
      (i)    Termination by
      Reason of Death, Total and Permanent Disability, or Special Circumstances
      - this SOP Grant shall continue to vest in accordance with Item 3 above
      

      (ii)   Termination
      by Reason of Retirement - this SOP Grant shall become fully vested and
      shares of Stock shall be issueable the earlier of eighteen months from the
      date of the approved Retirement or in accordance with Item 3
      above.

      (iii)   Voluntary
      Resignation or Termination for Cause - the portion of this SOP Grant which
      has not already vested in accordance with Item 3 above at the time of
      resignation or termination shall not vest and shares of Stock shall not be
      issued, but shall be forfeited



























IN
WITNESS WHEREOF, the Company has caused the execution hereof by its duly
authorized officer and the Grantee has agreed to the terms and conditions of
this SOP Grant.




JONES
LANG LASALLE INCORPORATED

 

By:______________________________________________


Its:______________________________________________


Authorized
Officer




Accepted
by:

 

________________________________________________


Grantee




Date of
Acceptance: ________________________________

 







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APPENDIX
A

JONES
LANG LASALLE INCORPORATED 

STOCK
OWNERSHIP PROGRAM SHARES AGREEMENT

TERMS
AND CONDITIONS





	
      1.
	
      DEFINITIONS








	 	
      (i)
	
      “Cause”
      means failure to perform the Grantee’s job responsibilities in good faith,
      poor performance, falsification of Company records, theft, failure to
      cooperate with an investigation, use or distribution on the premises of
      the Company or any of the Company’s subsidiaries of illegal drugs, or
      conviction of any crime against the Company, any of the Company’s
      subsidiaries or any of their employees.





	 	
      (ii)
	
      “Data”
      means personal information about the Grantee, including the Grantee’s
      name, home address and telephone number, date of birth, social security
      number or identification number, salary, nationality, job title, any
      shares or directorships held in the Company, details of all SOP Grants or
      any other entitlement to shares awarded, canceled, exercised, vested,
      unvested or outstanding in the Grantee’s favor, for the purpose of
      managing and administering the Plan.





	 	
      (iii)
	
      “Retirement”
      means termination of employment by the Grantee (other than by death or
      Total and Permanent Disability) under the terms set forth or agreed to by
      the Board of Directors or the Committee, in their sole
      discretion.





	 	
      (iv)
	
      “Special
      Circumstances” means such circumstances as shall be determined solely by
      the Board of Directors or the Committee.





	 	
      (v)
	
      “Stock”
      means shares of the common stock, par value $0.01 per share, of the
      Company.





	 	
      (vi)
	
      “Total
      and Permanent Disability” means a disability qualifying the Grantee to
      receive benefits under the applicable total and permanent disability
      income plan provided by the Company or the subsidiary of the Company which
      employs Grantee.








	
      2.
	
      ACKNOWLEDGMENT
      AND WAIVER




 

By entering
into this SOP Grant Agreement, the Grantee acknowledges that: 





	 	
      (i)
	
      the
      Plan is discretionary in nature and may be amended, suspended or
      terminated by the Company at any time and the Company, in its discretion,
      shall have the power and authority to (a) determine which (if any)
      individuals rendering services or employed outside the United States are
      eligible to participate in the Plan; (b) determine which non-United
      States-based operations (e.g.,
      subsidiaries, branches, representative offices) participate in the Plan;
      (c) modify the terms and conditions of any SOP Grants made to such
      eligible individuals, or with respect to such non-United States-based
      operations; and (d) establish sub-plans, modified exercise, payment and
      other terms and procedures to the extent deemed necessary or desirable by
      the Company; 











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      (ii)
	
      this
      SOP Grant is a one-time benefit which does not create any contractual or
      other right to receive future grants of Restricted Stock Units, or
      benefits in lieu of Restricted Stock Units;






	 	
      (iii)
	
      all
      determinations with respect to any such future grants, including, but not
      limited to, the times when SOP Grants shall be granted, the number of
      shares subject to each SOP Grant, the grant price, and the time or times
      when each SOP Grant shall be issueable, will be at the sole discretion of
      the Company; 





	 	
      (iv)
	
      the
      Grantee’s participation in the Plan shall not create a right to further
      employment with the Grantee’s employer and shall not interfere with the
      ability of the Grantee’s employer to terminate the Grantee’s employment
      relationship at any time with or without cause;






	 	
      (v)
	
      the
      value of this SOP Grant is an extraordinary item of compensation which is
      outside the scope of the Grantee’s employment contract, if any, and is not
      part of normal or expected compensation for purposes of calculating any
      severance, resignation, redundancy, end of service payments, long-service
      awards, or similar payments; 





	 	
      (vi)
	
      the
      future value of the underlying shares of Stock is unknown and cannot be
      predicted with certainty and if the value of the underlying Stock
      decreases in value, so will the value of this SOP Grant;
  





	 	
      (vii)
	
      this
      SOP Grant has been granted to the Grantee in the Grantee’s status as an
      employee of his or her employer, and can in no event be understood or
      interpreted to mean that the Company is the Grantee’s employer or that the
      Grantee has an employment relationship with the Company; provided,
      however, that this provision shall not affect any Grantee who is actually
      employed by the Company; and





	 	
      (viii)
	
      the
      ultimate liability for any and all tax, social insurance and any other
      payroll tax (“tax-related items”) withholding and reporting obligations
      are and remain the Grantee’s responsibility and liability and that the
      Company (i) makes no representations nor undertakings regarding treatment
      of any tax-related items in connection with any aspect of the SOP Grant,
      including the grant, vesting or issuance of the Restricted Stock Units and
      the subsequent sale of Stock acquired; and (ii) does not commit to
      structure the terms of the grant or any aspect of this SOP Grant to reduce
      or eliminate the Grantee’s liability regarding tax-related
      items.





	 	
      (ix)
	
      the
      terms and conditions of this SOP Grant shall be governed by and construed
      in accordance with the laws of the State of Illinois, USA, without taking
      into account any conflicts of laws
provisions.








	
      3.
	
      NON-TRANSFERABILITY
      







This SOP
Grant is nontransfereable otherwise than by the laws of descent and distribution
on death. 

 







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      4.
	
      ISSUANCE
      OF RESTRICTED STOCK UNITS/DIVIDENDS AND STOCK
SPLITS







Subject
to such rules as may be adopted by the Company and to the discretion of the
Company, this SOP Grant may be paid in an equal number of shares of Stock or in
cash in the amount of the fair market value of the Restricted Stock Units based
upon the closing price of Stock on the New York Stock Exchange on the trading
day immediately preceding the day on which the Restricted Stock Units vest.
Dividends, if any, paid with respect to Restricted Stock Units prior to vesting
will be reinvested in additional Restricted Stock Units having the same vesting
date, and additional Restricted Stock Units will be received by the Grantee in
the case of a Stock split or Stock dividend.





	
      5.
	
      DATA
      PRIVACY CONSENT







The
Grantee consents to the collection, use and transfer of Data as described in
this paragraph. The Grantee understands that the Company and/or its Subsidiaries
will transfer Data amongst themselves as necessary for the purpose of
implementation, administration and management of the Grantee’s participation in
the Plan or any other plan of the Company (through this SOP Grant and any other
award which may have been or be in the future granted under the Plan or any such
other plan), and that the Company and/or any of its Subsidiaries may each
further transfer Data to any third parties assisting the Company in the
implementation, administration and management of the Plan or any other plan of
the Company. The Grantee understands that these recipients may be located in the
European Economic Area, or elsewhere, such as the United States or Canada. The
Grantee authorizes them to receive, possess, use, retain and transfer the Data,
in electronic or other form, for the purposes of implementing, administering and
managing the Grantee’s participation in the Plan or any other plan of the
Company (through this SOP Grant and any other award which may have been or be in
the future granted under the Plan or any such other plan), including any
requisite transfer to a broker or other third party with whom the Grantee may
elect to deposit any Stock acquired upon issuance of Stock in accordance with
this SOP Grant or any other award and such Data as may be required for the
administration of the Plan or any other plan of the Company and/or the
subsequent holding of Stock on his or her behalf. The Grantee understands that
he or she may, at any time, view Data, require any necessary amendments to it or
withdraw the consents herein in writing by contacting his or her local Human
Resources representative. Withdrawal of consent may, however, affect Grantee’s
ability to realize benefits from this SOP Grant or other awards.

 







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