Exhibit 10.6









 

EXHIBIT
10.6


JONES
LANG LASALLE INCORPORATED

RESTRICTED
STOCK UNIT AGREEMENT

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







THIS
RESTRICTED STOCK UNIT GRANT (“Restricted Unit Grant”), dated as of _________,
______ (the
“Grant Date”), is
granted by JONES LANG LASALLE INCORPORATED (the "Company"), to
_________________, (the "Grantee") as Restricted Stock Units 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 Restricted Unit
Grant, and Appendix
A sets out
the terms and conditions of this Restricted Unit Grant. This Restricted Unit
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 Restricted Unit Grant, Grantee accepts
all such terms and conditions.





	
      1.    Number
      of shares of Stock with respect to which Grantee is granted Restricted
      Stock Units
	
      [Insert
      number of shares]

	
      2.    Grant
      Price
	
      [insert
      per share price in US$]

	
      3.    Time of
      vesting and issuing of Restricted
      Unit
      Grant
	
      This
      Restricted
      Unit
      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)    [three years
      from grant]; and

      (ii)   [five years
      from grant]

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

      (ii)   Termination
      by Reason of Retirement - this Restricted Unit 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 Restricted Unit
      Grant which has not already vested in accordance with Item 3 above at the
      time of such resignation or termination shall not vest and shares of Stock
      shall not be issued, but shall be forfeited

	 	 



 







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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 Restricted Stock Unit 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 

RESTRICTED
STOCK UNITS 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 Restricted
Stock Unit
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 Restricted
      Unit
      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
      Restricted
      Unit
      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 Restricted
      Unit
      Grants shall be granted, the number of shares subject to each Restricted
      Unit
      Grant, the grant price, and the time or times when each Restricted
      Unit
      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
      Grantee’s participation in the Plan is voluntary;






	 	
      (vi)
	
      the
      value of this Restricted
      Unit
      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; 





	 	
      (vii)
	
      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 Restricted
      Unit
      Grant; 





	 	
      (viii)
	
      this
      Restricted
      Unit
      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





	 	
      (ix)
	
      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 Restricted
      Unit
      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 Restricted
      Unit
      Grant to reduce or eliminate the Grantee’s liability regarding tax-related
      items.





	 	
      (x)
	
      the
      terms and conditions of this Restricted Unit 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
Restricted Unit Grant is non-transferable 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 Restricted Unit 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 Restricted Unit 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 Restricted Unit 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 Restricted Unit 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 Restricted Unit Grant or other awards.

 







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