EXHIBIT 10.16
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AMENDED AND RESTATED
JONES LANG LASALLE INCORPORATED
CO-INVESTMENT LONG-TERM INCENTIVE PLAN
Dated December 17, 2002
JONES LANG LASALLE INCORPORATED
CO-INVESTMENT LONG-TERM INCENTIVE PLAN
Table of Contents
Section Page
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I. Purpose. . . . . . . . . . . . . . . . . . . . . . 3
II. Eligibility. . . . . . . . . . . . . . . . . . . . 3
III. Specific Terms of Grants . . . . . . . . . . . . . 3
IV. Administration . . . . . . . . . . . . . . . . . . 5
V. General Provisions . . . . . . . . . . . . . . . . 5
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 real estate investments made by the
Company via the Company's co-investments in real estate through LaSalle
Investment Limited Partnership ("LILP"), based on the performance of LILP'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.
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 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 be tracked for
purposes of the Plan net of any carrying charge associated with
the timing of the investment of those funds in LILP and will be
allocated expenses for purposes of the Plan in the same manner
as all other investors (i.e., a proportion of all expenses
incurred from the date of inception through the date of
investment and a proportion of all expenses thereafter). 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 year 2003 and
2004, which will be determined, tracked and calculated in the
same manner as provided for in III. b. above, at the end of
each of the respective years (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.
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 earlier than five (5) years from the date a
Participant first is allocated an Interest under the Plan. 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. Any future payments shall be made at the
same time or times as the Company actually receives
distributions from LILP with respect to the Investments.
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, and to adopt such rules and regulations and make all other
determinations deemed necessary or desirable for the implementation and
administration of the Plan. 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.
Any interpretation of the Plan and any decisions, calculations and
determinations made by the Committee 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, 2004.
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.
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 performance to-date 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.