Exhibit 10.23










	
       
	
      J
      o n e s   L a n g   L a S a l l e   I n c o
      r p o r a t e d






 

EXHIBIT 10.23

 

LaSalle
Investment Management Long-Term Incentive 

Compensation
Program

Terms
and Conditions








Amended
and Restated as of December 15, 2004




I.
Introduction:

The
LaSalle Investment Management Long-Term Incentive Compensation Program (the
"Plan") is designed to provide certain LaSalle Investment Management ("LIM")
executives ("Participants") an opportunity to further align their interests with
those of the Jones Lang LaSalle Incorporated (the "Company") shareholders as
well as to retain the Participants at the Company. The Plan provides incentives
for the growth of LIM's core advisory revenues and margins, as well as
incentives for attaining its performance/incentive fee projections. The Plan is
designed with the flexibility to add additional Participants over
time.




II.
Terms:

 



	
      Performance
      
	
      The
      Plan is comprised of two components:

	Measurement:
      	 
	 	
      1)
      Modified Cash Flow ("MCF")  

	 	
      This
      component of the Plan is designed to recognize the value added the Company
      receives from LIM's entire business, including performance/incentive fees.
      MCF is defined as Pre-Global Operating Income less amortization and equity
      earnings. MCF is the metric by which the Plan's payouts are
      determined.

	 	 
	 	
      2)
      Modified Base Cash Flow ("MBCF")

	 	
      This
      component of the Plan is designed to recognize the value added the Company
      receives from enhancing LIM's core advisory revenues and the resulting
      margins. MBCF is defined as MCF less incentive fees net of any related
      team incentive bonus. The MBCF is the metric by which the Plan's hurdles
      are measured, as described below.

	 	 
	 	
      Additional
      matters to be taken into account are as follows:

	 	
       
	
      
      ·

	
      Regarding
      control of overhead allocations (those which are outside LIM's span of
      control), annually during budget season a reasonable and fair allocation
      to LIM will be agreed upon based on all known facts, events and plans
      anticipated for the respective year.

	 		
      
      ·

	
      LIM
      will develop a list of existing incentive fee structures and forecasted
      payouts, and will update this list as required during the term of the
      Plan.

	 	 
	 	 
	
      Performance
      Payouts:
	
      Payouts
      will be determined on a calendar year basis. In order to earn a payout
      under the Plan (the "Earned Payout"), both a MBCF margin and a MBCF
      Compound Annual Growth Rate ("CAGR"), using 2002 as the base year, must be
      met (collectively, "MBCF Hurdles"). In the event that both of the MBCF
      Hurdles are not met, the Earned Payout will be determined on the next
      lowest level for which both are met.




 




	 	
      Outlined below are the Plan's escalating hurdles
      and payouts:  

	 	Hurdle
	MBCF
      Margin
		MBCF
      CAGR
	Payout

	 	 	 	 	 	 
	 	
      i.
	
      7.5%
      or >
	
      &
	
      >
      12.5%
	
      10%
      of MCF > 12.5% MBCF CAGR

	 	 	 	 	 	 
	 	
      ii.
	
      10%
      or >
	
      &
	
      >
      15%
	
      15%
      of MCF > 15% MBCF CAGR

	 	 	 	 	 	 
	 	
      iii.
	
      12.5%
      or >
	
      &
	
      >
      17.5%
	
      17.5%
      of MCF > 17.5% MBCF CAGR

	 	 	 	 	 	 
	 	
      iv.
	
      15%
      or >
	
      &
	
      >
      20%
	
      20%
      of MCF > 20% MBCF CAGR

	 	 	 	 	 	 
	 	
      If
      LIM exceeds the MBCF Hurdles for a given year, the Participants would be
      allocated a percentage of the current year net amount of MCF above the
      respective MBCF CAGR.  




 































	
       
	
      J
      o n e s   L a n g   L a S a l l e   I n c o r p o
      r a t e d







 



	
      Payout
      Provisions:
	
      ·
	
      The
      Plan's base MBCF for 2002 will equal $5.5 million for purposes of making
      calculations.

	 	
      ·
	
      Earned
      Payouts will be calculated annually and be paid: (1) 50% in cash (50% at
      the same time that bonus payments are made for the prior year and the
      remaining 50% twelve months thereafter) and (2) 50% in restricted shares
      granted as of January 1 following the year they were earned (50% of which
      will vest 24 months from the date of grant and the remaining 50% of which
      will vest 36 months from the date of grant).

	 	
      ·
	
      Participants
      must be employed by the Company to receive payment for any unvested cash
      or restricted shares, subject to ‘Retirement and Death/Disability'
      provisions below.

	 	
      ·
	
      The
      Company reserves the right to substitute cash for restricted shares at its
      sole discretion. 

	 	
       
	 
	
      Vesting:
	
       
	 
	 	
       
	 
	
      Change
      

      in
      Control
	
      ·
	
      Vesting
      and distribution of all unvested cash and restricted shares occurs
      immediately if a sale or change in control occurs, as determined by the
      Compensation Committee of the Board of Directors.

	 	
      ·
	
      In
      the event of a change of control of LIM or the Company and the
      Participants are subsequently required to take a significant change in
      responsibility or reduction in compensation, Participants may choose to be
      treated as terminated without cause.

	 	
       
	 
	 	
       
	 
	
      Termination
	
      ·
	
      Participants
      forfeit unvested cash and restricted shares if terminated with cause,
      including documented poor performance.

	 	
      ·
	
      Accelerated
      vesting, with distributions in accordance with the Payout Provisions
      above, for unvested cash and restricted shares occurs if terminated
      without cause, with the balance treated consistent with the terms of
      ‘Retirement and Death/Disability'.

	 	
      ·
	
      Participants
      forfeit unvested cash and restricted shares if Participant elects to leave
      company on own accord, but not for retirement reasons.

	 	
       
	 
	 	
       
	 
	
      Retirement
      and 

      Death/Disability
	
      ·
	
      For
      retirement prior to age 58, if approved by the Company CEO in his sole
      discretion,accelerated vesting occurs for all of a Participant's unvested
      cash and restricted shares upon retirement , with payment or distribution
      in accordance with the Payout Provisions above, and no further benefits
      accrue. The factors that will be considered by the Company CEO in
      approving a retirement prior to age 58 will include, but not be limited
      to, age, tenure with the Company, position with the Company and plans for
      employment, if any, after retirement.For death or total disability at any
      age or retirement at age 58 or later, but prior to the end of the Plan
      term, accelerated vesting occurs for all of a Participant's unvested cash
      and restricted shares with payment or distribution in accordance with the
      Payout Provisions above and for Earned Payouts determined post retirement,
      death, or total disability, a Senior Participant's points will be reduced
      each year by 20% for the next three years. Payment entitlements do not
      extend beyond three years (i.e.- points will equal 80% for the first year
      of retirement, 60% for the second year, 40% for the third year and 0%
      thereafter).




 























	
       
	
      J
      o n e s   L a n g   L a S a l l e   I n c o
      r p o r a t e d







 



	 	
      ·
	
      For
      retirement at age 58 or later or death or total disability at any age and
      after the end of the Plan term, accelerated vesting occurs for all of a
      Participant's unvested cash and restricted shares with payment or
      distribution in accordance with the Payout Provisions
    above.

	 	
       
	 
	 	
       
	 
	
      Forfeitures:
	
      ·
	
      All
      forfeited points will be reallocated to the Reserve Pool, as defined under
      ‘Allocation Methodology'. All forfeited cash and restricted shares will be
      reallocated to Participants in the relevant Earned Payout on a prorata
      basis based on each Participant's specified points as a percent of the
      total.

	 	
       
	 
	 	
       
	 
	
      Term:
      
	
      ·
	
      The
      Plan will be effective through the calendar year 2007. 

	 	
      ·
	
      It
      is anticipated that a subsequent long-term plan would follow this Plan
      period, and such a plan would be revised for market competitive
      compensation, eligible participants, and business forecasts at that
      time.

	 	
       
	 
	 	
       
	 
	
      Allocation
      Methodology:
	
       
	 
	 	
       
	 
	
      Points
	
      ·
	
      A
      total of 100 points will be allocated out of the Plan 

	 	
      ·
	
      Initial
      permanent allocation of 60 points to create a pool that is allocated
      across eight initial senior Participants ("Senior Participants"), which
      cannot be reduced during the life of the Plan.

	 	
      ·
	
      Not
      more than 35 of the remaining 40 points ("Reserve Pool") may be allocated
      to: 

	 	
       
	
      1.
	
      current
      employees who are selected to become Senior Participants given the
      strength of their contributions to the growth of LIM; 

	 	
       
	
      2.
	
      new
      hires who become Senior Participants; or

	 	
       
	
      3.
	
      increase
      point allocations to individuals who are part of the initial group of
      Senior Participants, as appropriate, based on the value of the ongoing
      contribution made by the individual. 

	 	
      ·
	
      LIM's
      CEO shall ensure that reasonable efforts are taken to identify new Senior
      Participants for grants out of the Reserve Pool, by either promoting from
      within or hiring from the outside, as appropriate to maximize the
      prospects of achieving LIM's growth opportunities.

	 	 	 
	 	
       
	 
	
      Earned
      Payouts
	
      ·
	
      Annual
      allocation of the first $20 million of the Earned Payout funds during life
      of the Plan:

	 	
       
	
      1.
	
      First,
      to the Senior Participants according to their allocated
      points;

	 	
       
	
      2.
	
      Second,
      at least 5 points but no more than the balance of points not permanently
      allocated to Senior Participants will be allocated to Key
      Employees;




 























	
       
	
      J
      o n e s   L a n g   L a S a l l e   I n c o
      r p o r a t e d




 

 




	 	
      ·
	
      The
      remaining Earned Payout funds will be distributed across the Senior
      Participants by: 

	 	
       
	
      1.
	
      allocating
      33% of any remaining amount on a pro-rata basis based on each Senior
      Participant's specified points as a percent of the total;
  

	 	
       
	
      2.
	
      allocating
      67% to the Senior Participants based on the LIM CEO's objective/subjective
      assessment of each person's relative contribution to the success of
      LIM.

	 	
      §
	
      If
      a payout equals more than $20 million during a single year, LIM's CEO may
      elect to pay some portion or all of the amount over $20 million to other
      LIM employees who are viewed as future leaders of the business ("Key
      Employees"), subject to the approval of the Company's CEO. Any amount over
      $20 million not used for this purpose will be allocated in accordance with
      the Earned Payout allocation procedure above.

	 	
      ·
	
      All
      Senior Participant changes, either Participants and/or points, will be at
      the recommendation of LIM's CEO as agreed to by the Company CEO. Any
      recommendations not agreed to between the LIM CEO and Company CEO may be
      brought to the Compensation Committee of the Board of Directors for
      review.

	 	
      ·
	
      All
      recommendations related to the annual distribution will be made by LIM's
      CEO and submitted to the Company's CEO for final
  approval.

	 	
       
	 
	 	
       
	 
	
      "Zero
      Sum" Rule:
	
      ·
	
      LIM
      will not receive credit nor be penalized for margin gained from the
      transfer of existing products and services from affiliates within the
      Company.

	 	
      ·
	
      To
      the extent LIM is able to improve margins related to products and services
      transferred to it from Company affiliated businesses, this margin
      enhancement would be included as part of the payment calculation. Each
      transfer, and the related base case margin impact on LIM's business, will
      be reviewed in advance by senior management within both the Company and
      LIM, and subsequently documented to guide future calculations related to
      realized margin enhancement activities.

	 	
      ·
	
      The
      Company acknowledges the Plan is a long-term compensation plan unique to
      the Participants of LIM in recognition of the competitive marketplace for
      the skills of Senior Participants. Participants also acknowledge that the
      goal of the plan is to accelerate the contribution of the business to the
      overall success of the Company, and therefore contribute to the success of
      the "One Firm Firm". In this regard, the Company recognizes that LIM,
      while acting in the best interests of its clients, must be able to select
      those service firms that LIM management believes are best capable in the
      marketplace of providing the various real estate property management,
      advisory and transactional services needed to create value for their
      clients, taking into account skills and capabilities, market costs and
      their ability to provide investment and leasing opportunities. Therefore,
      subject to the provisions above, should LIM not support the Company's
      overall mission, the Company's CEO will have the discretion to hold back
      up to 20% of the Earned Payout due to a Participant(s) in any given year.
      This hold back amount can subsequently be released if there is
      satisfactory resolution of the issue. The CEO of LIM may appeal to the
      Compensation Committee of the Board of Directors any decision by the
      Company CEO to hold back any Earned Payout. The CEO of LIM will contact
      the Company CEO quarterly and inquire if there are any unresolved issues.
      Regardless, the Company CEO will notify the CEO of LIM in a timely fashion
      if any matters come to his attention that could have an impact on this
      provision.

	 	
       
	 



 























	
       
	
      J
      o n e s   L a n g   L a S a l l e   I n
      c o r p o r a t e d




 

 



	
      Eligibility:
	
      ·
	
      LIM
      designated executives, who will participate based on point
      allocations.

	 	
      ·
	
      Senior
      Participants in this plan are not eligible for other long-term plans
      without the approval of the Company's CEO. 

	 	
      ·
	
      Senior
      Participants will be eligible for the International Director Co-Investment
      Long Term Incentive Plan for the 2002 plan year, but participation in plan
      years thereafter shall be determined in accordance with the terms of that
      plan. 

	 	
      ·
	
      Senior
      Participants will not be eligible to receive Company financing for
      investing into LIM funds (existing financing would stay in place), except
      as may be required by a client of LIM, authorized by applicable law and
      approved by the Company CEO.

	 	
       
	 
	
      Administration:
	
      ·
	
      Performance
      calculations managed through the Company's Global Finance
      Group.

	 	 
	 	 
	
      Interpretation:
	
      This
      Plan shall be interpreted by the Compensation Committee of the Board of
      Directors and such interpretations shall be final. Any matters upon which
      the LIM CEO and Company CEO fail to reach agreement may be referred to the
      Compensation Committee of the Board of Directors for
      resolution.








 





	
      Loans:
	Not
      permitted.
	 
	
      Amendments:
	It
      is the intent of both the Senior Participants and the Company that the
      Plan not be amended during its term. However, both acknowledge that at
      some point during its term it may be necessary to amend the Plan in order
      to maintain its original objectives. An amendment to the Plan may be
      proposed by either the Senior Participants (provided they all agree to the
      proposal) or the Company by presenting it to the other party. Should the
      Company and the Senior Participants come to an agreement on the Amendment,
      the amendment shall be presented to the Compensation Committee for review
      and approval. In the event they are unable to come to an agreement on an
      amendment, the issue shall be presented to the Compensation Committee for
      resolution. Approval of the Compensation Committee of Board of Directors
      is required for any amendment. 










December
15, 2004