Exhibit 10.4









EXHIBIT
10.4

 

JONES
LANG LASALLE INCORPORATED

RESTRICTED
STOCK UNIT AGREEMENT

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




Non-Executive
Directors

2004
Annual Grant




THIS
RESTRICTED STOCK UNIT GRANT (“Restricted Unit Grant”), dated as of __________
(the
“Grant Date”), is
granted by JONES LANG LASALLE INCORPORATED (the "Company"), to [name
of Director] (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 Appendix A or 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
      US$ per share price on Grant Date]

	
      3.    Time of
      vesting and issuing of Restricted
      Unit
      Grant
	
      (i)    This
      Restricted
      Unit
      Grant shall vest and shares of Stock shall be issued on [insert date that
      is fifth anniversary from the Grant Date], subject to earlier vesting as
      set forth in Section 4 below

	
      4.    Effect
      of termination of Board Service 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 (in the case of Death, vesting shall be for
      the benefit of the decedent’s estate)

      (ii)   Termination
      by Reason of (1) Retirement or (2) not being re-nominated by the Board or
      not being re-elected by the shareholders at the end of a term of service -
      this Restricted Unit Grant shall become fully vested and shares of Stock
      shall be issueable the earlier of (x) the date of the approved Retirement,
      (y) the date of the Annual Meeting at which re-nomination or re-election
      failed to occur or (z) in accordance with Item 3
above.




 







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      (iii)   Voluntary
      resignation prior to the end of an elected term of service or termination
      for Cause - (1) 20% of the total number of shares of Stock comprising this
      Restricted Stock Unit that was originally granted shall vest for each full
      calendar year that has elapsed between the Grant Date and the date of the
      voluntary resignation or termination for Cause and (2) the remaining
      portion of this Restricted Unit Grant which does not vest in accordance
      with the foregoing schedule shall not vest and such remaining 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 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 responsibilities as a member of the
      Board of Directors of the Company 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 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 service on the Board 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 (or
      that would qualify if he or she were enrolled) to receive benefits under
      the applicable total and permanent disability income plan provided by the
      Company or the subsidiary of the Company which employs the
      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 Company and shall not interfere with the ability of
      the Company, the Board of Directors or the shareholders of the Company to
      relationship at any time with or without cause;






	 	
      (v)
	
      the
      Grantee’s participation in the Plan is voluntary;






	 	
      (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 Restricted
      Unit
      Grant; 





	 	
      (vii)
	
      this
      Restricted
      Unit
      Grant has been granted to the Grantee in the Grantee’s status as a member
      of the Board of Directors of the Company, 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; 





	 	
      (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 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; and





	 	
      (ix)
	
      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. 





	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.








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	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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