EXHIBIT 10.2
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DATED as of January 7, 2004
JONES LANG LASALLE LTD (1)
JONES LANG LASALLE INCORPORATED (2)
- and -
CHRISTOPHER A. PEACOCK (3)
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WITHOUT PREJUDICE & SUBJECT TO CONTRACT
COMPROMISE AGREEMENT
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TABLE OF CONTENTS
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1. TERMINATION DATE. . . . . . . . . . . . . . . . . . . . . . . . 1
2. SALARY AND BENEFITS . . . . . . . . . . . . . . . . . . . . . . 3
3. EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4. HOLIDAYS AND MONEY OWED TO COMPANY. . . . . . . . . . . . . . . 4
5. SUMS OWED TO MR PEACOCK . . . . . . . . . . . . . . . . . . . . 4
6. SHARE OPTIONS AND OTHER EQUITY GRANTS . . . . . . . . . . . . . 4
7. PRIVATE MEDICAL INSURANCE . . . . . . . . . . . . . . . . . . . 4
8. PERMANENT HEALTH INSURANCE. . . . . . . . . . . . . . . . . . . 4
9. LIFE COVER. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
10. LAPTOP COMPUTER . . . . . . . . . . . . . . . . . . . . . . . . 5
11. REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
12. ASSISTANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
13. RETURN OF PROPERTY. . . . . . . . . . . . . . . . . . . . . . . 5
14. STATEMENTS AND SECRECY, CONFIDENTIALITY,
RESTRICTIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . 6
15. LEGAL FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
16. FULL AND FINAL SETTLEMENT . . . . . . . . . . . . . . . . . . . 8
17. WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
18. REPAYMENT ON COMMENCEMENT OF LEGAL PROCEEDINGS. . . . . . . . .10
19. OTHER ENGAGEMENTS . . . . . . . . . . . . . . . . . . . . . . .10
20. RELIANCE ON WARRANTIES, ETC.. . . . . . . . . . . . . . . . . .11
21. GOVERNING LAW AND JURISDICTION. . . . . . . . . . . . . . . . .11
22. INTERPRETATION AND ENFORCEABILITY . . . . . . . . . . . . . . .11
SCHEDULE 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
SCHEDULE 2. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
SCHEDULE 3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
3 WARRANTIES. . . . . . . . . . . . . . . . . . . . . . . . . . .17
THIS AGREEMENT is made as of January 7, 2004
BETWEEN:
(1) JONES LANG LASALLE LTD, a company registered in England and Wales
under number 1188567 and whose registered office is at 9 Queen
Victoria Street, London EC4N 4YY ("the Company"); and
(2) JONES LANG LASALLE INCORPORATED, a company incorporated in Maryland,
United States of America whose registered office is at 200 East
Randolph Drive, Chicago, Illinois 60601 ("the US Company")
(3) CHRISTOPHER A. PEACOCK of Logmore Place, Logmore Lane, Westcott, NR,
Dorking Surrey RH4 3JN ("Mr Peacock").
WHEREAS
(A) Mr Peacock is employed by the Company and formerly served as its
Chief Executive Officer and President and a Director of the US
Company;
(b) The Company and the US Company are entering into this Agreement
without any admission of liability for themselves and as agents for
all and any Associated Companies of either of them and are duly
authorized to do so.
IT IS AGREED as follows:
TERMINATION OF EMPLOYMENT
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1. TERMINATION DATE
1.1. Mr Peacock's employment with the Company and all other
employments with the Company and any Associated Company will
terminate on 9 April 2005 ("the Termination Date") following an
extended notice period further to Mr Peacock's resignation. Mr
Peacock's service agreement dated 9 March 1999 ("the Contract
of Employment") has and shall have no further effect thereafter
save in respect of those clauses expressed to apply or capable
of applying following the Termination Date (including without
limitation clauses 4(B), 7, 8, and Schedule (A) clauses 7(B),
(8) and (15) (both as amended hereunder), and as provided in
this Agreement.
1.2. From the date of this agreement Mr Peacock will be on garden
leave in accordance with Schedule (A) clauses (5) and (6) of
the Contract of Employment ("the Garden Leave Period") until
the Termination Date. It is agreed that the duties required of
Mr Peacock under the Contract of Employment shall be varied
such that during the Garden Leave Period Mr Peacock shall with
effect from 7 January 2004 and until December 31, 2004 on
request by the Company or the US Company:
1.2.1. host and/or attend client relationship functions
(i.e. shoots), for which Mr Peacock will be
reimbursed all reasonable related costs;
1.2.2. assist in the transfer of his employment duties;
1.2.3. provide transition support for key client
relationships;
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1.2.4. consult with and provide advice generally to the
Global Executive Committee of the US Company; and
1.2.5. provide advice on business strategies.
For the period of 1 January 2005 until 9 April 2005 Mr Peacock
shall provide advice and assistance to the Company and the US
Company on an ad hoc basis in relation to such matters within
his experience and skills as the Company or the US Company may
reasonably require from time to time.
1.3. Other than when attending to the duties described at paragraph
1.2 above during the Garden Leave Period Mr Peacock will
perform only such duties, specific projects or tasks as are
assigned to him expressly the Chairman of by the Company in his
absolute discretion.
1.4. Insofar as he has not already done so Mr Peacock shall on the
request of the Company or any Associated Company resign from
any directorships, trusteeships or other offices which he may
hold in the Company or any Associated Company and undertake to
execute all further documents as are necessary in order to give
full effect to such resignations. During the Garden Leave
Period, Mr Peacock shall cease to be an authorised signatory of
the Company or any Associated Company and shall not hold a
power of attorney for the Company. He shall not thereafter nor
following the Termination Date hold himself out as having such
directorships, trusteeships or other offices, nor as holding a
power of attorney nor being such an authorised signatory.
1.5. The Company and the US Company shall be entitled to make such
announcements or statements to any regulatory authorities,
third parties or employees, clients and professional contacts
of the Company or any Associated Company concerning the
termination of Mr Peacock's employment that are made in
accordance with forms of communication, including but not
limited to the announcement contained on Schedule 3, previously
agreed between the parties, and any material deviation by the
Company therefrom shall require the approval of Mr Peacock,
such approval not to be unreasonably withheld or delayed;
provided that the foregoing shall not apply to any such
statements or announcements required pursuant to stock exchange
listing requirements, regulatory filings or submissions, or any
legal or regulatory process.
1.6. During the Garden Leave Period Mr Peacock shall continue to be
bound by the express and implied duties of his employment,
including, without limitation, the duty of fidelity and good
faith owed to the Company.
1.7 For the avoidance of doubt, nothing in this agreement shall
prevent the Company terminating the employment of Mr Peacock
prior to the Termination Date if he is guilty of gross
misconduct or is otherwise in material breach of the Contract
of Employment or his common law duties, in which event the
Company and the US Company shall be entitled to cease forthwith
making payments to Mr Peacock and the provision of all benefits
to Mr Peacock provided for in this Agreement shall cease but Mr
Peacock shall remain bound by the waivers and releases at
paragraph 16.1 and 16.2.
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2. SALARY, BENEFITS AND ALLOWANCES
2.1. Subject to paragraphs 1.7, 4 and 16.5 and Mr Peacock's
continuing compliance with his Contract of Employment the
Contract of Employment shall be varied by consent such that Mr
Peacock will be paid a monthly salary at the agreed level of
US$850,000 per annum. Mr Peacock will continue to receive the
benefits due to him to the Termination Date subject to
deductions for tax and National Insurance Contributions in the
usual way. Except as otherwise provided for in this Agreement,
all benefits extended to Mr Peacock and salary payments
including, but not limited to, pension contributions will cease
with effect from the Termination Date.
2.2. The exchange rate to pounds sterling for any amounts designated
in US dollars shall be the rate determined by the US Company
for financial planning purposes, which for 2004 is 1.58 and
which for 2005 shall be determined by the US Company in its
sole discretion.
2.3. Mr Peacock's Form P45 will be made up to the Termination Date
and issued to Mr Peacock as soon as practicable after the
Termination Date.
2.4. Subject to paragraphs 1.7, 4 and 16.5 and Mr Peacock's
continuing compliance with his Contract of Employment Mr
Peacock will receive the following allowances, paid or
reimbursed as they have been in the past, until the Termination
Date:
2.4.1. an annual car allowance of <pound sterling>12,500
until the Termination Date;
2.4.2. an annual phone allowance of <pound sterling>400;
2.4.3. an annual accountant fee allowance of <pound
sterling>2,000;
2.4.4. reimbursement by the Company for those professional
subscriptions and memberships to which he belonged
at the date of this agreement; and
2.4.5. subject to Inland Revenue limits the Company shall
until the Termination Date continue to make
contributions to the approved pension provider
selected by Mr. Peacock in accordance with the
Contract of Employment in the amount grossed-up to
provide for a contribution of <pound
sterling>15,000 net, provided always that he
remains a member of any such approved pension
scheme. A gross deduction of <pound
sterling>12,714 will be made from Mr Peacock's
monthly salary in March 2005 in respect of the
adjustment required in paying the pension payment
net of tax.
Any amounts identified under this paragraph 2.4 as annual
amounts shall be prorated to the extent of any partial year.
3. EXPENSES
Whilst the Company expects that these will be minimal, Mr Peacock
will be reimbursed for all expenses reasonably incurred by him in the
proper performance of his duties in the usual way up to the
Termination Date, subject to the production of such receipts or other
documentary evidence of expenditure as the Company may require to its
satisfaction and provided that Mr Peacock has submitted such request
for reimbursement to the Company within 28 days of the Termination
Date.
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4. HOLIDAYS AND MONEY OWED TO COMPANY
Mr Peacock's holiday entitlement shall continue to accrue during the
Garden Leave Period but he shall be deemed to take such holiday as
and when it accrues (including any statutory entitlement to annual
leave) and shall not be entitled to any payment in respect of holiday
over and above his normal salary payments. The Company acknowledges
that Mr Peacock has not taken holiday in excess of his pro-rata
entitlement and there is no outstanding loan or advance of salary
made or any other sums owed by Mr Peacock to the Company or any
Associated Company and Mr Peacock acknowledges that the Company or
any Associated Company does not owe him for any untaken holiday or
for any outstanding loan or advance, as at the date of this
agreement.
5. SUMS OWED TO MR PEACOCK
Mr Peacock hereby warrants that, except as set out in this Agreement,
there are no sums owed to him or any arrangement under which a sum
could become due by the Company or any Associated Company to Mr.
Peacock including any payments under any bonus, incentive,
commission, share option or similar scheme and that neither the
Company nor any Associated Company nor the trustees of any such
scheme is or shall be liable to make any payment or provide him with
any shares or other benefits under any such scheme; provided however,
that Mr. Peacock shall be entitled to that portion of his 2003 target
bonus as shall be determined by the Compensation Committee of the
Board of Directors of the US Company in its sole discretion, subject
to deductions for tax and National Insurance Contributions in the
usual way. The Company agrees to convert any such U.S. dollar
denominated bonus into pounds Sterling at the Company's 2003 plan
rate, which is 1.50.
6. SHARE OPTIONS AND OTHER EQUITY GRANTS
All outstanding equity awards previously granted to Mr. Peacock under
the US Company's Amended and Restated Stock Award and Incentive Plan,
including Options, Restricted Stock Units, Stock Ownership Program
shares and awards under the Jones Lang LaSalle Amended and Restated
Co-Investment Long Term Incentive Plan (collectively the "Equity
Awards") shall continue to vest in accordance with the terms of their
original grants until 31 December 2004, at which time all unvested
Equity Awards shall fully vest, except for Option grants which shall
continue to vest in accordance with their terms and which as of April
9, 2005 will be governed by the retirement provisions thereof; except
to the extent terminated by the Company or the US Company for cause
or as a result of a breach by Mr. Peacock of any warranty,
representation, or covenant contained in this Agreement, in which
case all unvested Equity Awards shall be forfeited.
7. PRIVATE MEDICAL INSURANCE
The Company will continue to provide Mr Peacock with his existing
private medical insurance until the Termination Date subject to the
terms of that scheme from time to time in force.
8. PERMANENT HEALTH INSURANCE
The Company will continue to provide Mr Peacock with his existing
permanent health insurance until the Termination Date subject to the
terms of that scheme from time to time in force.
9. LIFE COVER
The Company will continue to provide Mr Peacock with his existing
life cover until the Termination Date subject to the terms of that
scheme from time to time in force.
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10. LAPTOP COMPUTER
Notwithstanding paragraph 13, the Company will allow Mr Peacock to
retain the laptop computer used by him until the Termination Date
provided, however, that upon the request of the Company he will
deliver the laptop computer to the Company or its representative or
allow the Company or its representative access to the laptop computer
for the purpose of deleting all property and information relating to
the business or affairs of the Company or any Associated Company or
any of its or their respective officers, employees, customers,
clients, suppliers or agents. Mr Peacock warrants that he has not
copied, downloaded or otherwise retained any of the above-mentioned
property and information.
11. REFERENCE
The Company will further to any reasonable request by a prospective
employer, employment agency or executive search agency addressed to
Stuart L. Scott, Chairman of the Board, Jones Lang LaSalle
Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601,
provide a positive written reference with respect to Mr Peacock's
employment with the Company and will deal with any reasonable oral
enquiries in a manner consistent therewith (subject in each case to
such amendment as may be necessary to reflect any material
information which may subsequently come to the attention of the
Company and, subject in every case to the Company's overriding legal
duties and obligations owed to prospective employers).
12. ASSISTANCE
Mr Peacock will during the Garden Leave Period and following the
Termination Date at the request of the Company or the US Company
promptly provide the Company and any Associated Company with such
assistance as it may require in the conduct of legal proceedings or
any regulatory or other inquiry or investigation in respect of which
the Company, the US Company or its or their legal advisers believe Mr
Peacock may be able to provide assistance during the term of this
Agreement and thereafter on financial terms and conditions that
reflect the obligations imposed on Mr Peacock by the situation. Mr
Peacock's reasonable out-of-pocket expenses incurred in providing
such assistance will be reimbursed by the Company or the US Company.
13. RETURN OF PROPERTY
13.1.Mr Peacock warrants that all books, documents, correspondence,
computer disks and records, papers, materials, credit or charge
and telephone cards and keys, including all copies thereof, and
all other property of or relating to the business or affairs of
the Company or any Associated Company or any of its or their
respective officers, employees, shareholders, customers,
suppliers or agents which is or has been in Mr Peacock's
possession or control are and will remain in the possession of
the Company as of the Termination Date and that none of the
above are in his personal possession.
13.2.Mr Peacock warrants that he has not, other than on the laptop
referenced in paragraph 10 above, saved any information
belonging to the Company or any Associated Company on any
personal computer that he may have at home or elsewhere and has
not retained any copies of any such information, in electronic
or other format. Mr Peacock will on request notify the Company
of any and all passwords used by Mr Peacock in relation to its
computer system.
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14. STATEMENTS AND SECRECY, CONFIDENTIALITY, RESTRICTIVE COVENANTS
14.1.In consideration of the extension of Mr Peacock's notice period
hereunder and as part of his continuing duty of confidentiality
to the Company Mr Peacock agrees that (save as required by any
court of competent jurisdiction or any regulatory authority or
to give effect to the terms of this Agreement or until such
time as the US Company is required to disclose this Agreement
pursuant to any regulatory authority or listing exchange
requirements) Mr Peacock has not, directly or indirectly,
disclosed or caused to be disclosed and will not, without the
prior written consent of the Company, directly or indirectly
disclose or cause to be disclosed the existence or terms of
this Agreement to anyone (other than to Mr Peacock's legal
advisers who require the information for the purposes of
advising Mr Peacock in this matter or to his spouse who has
undertaken to keep the matter confidential) nor directly or
indirectly made or caused to be made or published or make or
cause to be made or publish or cause to be published any
statement about the circumstances leading up to the termination
of Mr Peacock's employment with the Company or any Associated
Company and his resignation as an employee and as a
director/officer of the Company or any Associated Company save
in the terms of the announcement at Schedule 3 which was
released on 8 January 2004. Further, Mr Peacock agrees that he
has not made or caused to be made or published and shall not
make or cause to be made or publish or cause to be published
any derogatory or disparaging comments about the Company, or
any Associated Company, or any of its or their respective
officers, employees, shareholders or agents.
14.2.The Company agrees that (save as required by any court of
competent jurisdiction or any regulatory authority or
regulatory process or pursuant to any required filings with any
regulatory authority or securities exchange or to give effect
to the terms of this Agreement) the Company has not, directly
or indirectly, disclosed or caused to be disclosed and will
not, without the prior written consent of Mr Peacock, directly
or indirectly disclose or cause to be disclosed the existence
or terms of this Agreement to anyone (other than to its legal
and financial advisers who require the information for the
purposes of advising the Company) nor directly or indirectly
made or caused to be made or published or make or cause to be
made or publish or cause to be published any statement about
the circumstances leading up to the termination of Mr Peacock's
employment with the Company or any Associated Company and his
resignation as an employee and as a director/officer of the
Company or any Associated Company save in the terms of the
announcement at Schedule 3 which was released on 8 January 2004
and in accordance with references provided for in paragraph 11.
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14.3.Mr Peacock acknowledges his continuing duty of confidentiality
to the Company and its Associated Companies and agrees that he
has not and will not at any time prior to or after the
Termination Date (except with the prior written authority of
the Company) used or use for his own purpose or for the benefit
of any third party, or disclosed or disclose to any third party
(and Mr Peacock shall use his reasonable endeavours to prevent
the publication or disclosure of) any confidential information
belonging to the Company or any Associated Company relating to
the business, prospective business, business processes,
finances, pricing models or lists of customers and suppliers or
information relating to any response by the Company or any
Associated Company to a request or proposal from any customer
or prospective customer of the Company or any Associated
Company which have come into his possession by virtue of his
employment with the Company or his office, and any other
information which the Company regards or could reasonably be
expected to regard as confidential. This restriction shall not
apply to any disclosure required of Mr Peacock by a court of
competent jurisdiction or a regulatory authority relevant to Mr
Peacock's employment with the Company or its termination.
14.4.Without prejudice to paragraph 19, the parties acknowledge and
agree that clauses 8(A) to (G) of Schedule A of the Contract of
Employment shall be varied such that:
14.4.1. the period of restriction referred to in each of
clauses 8(B) to (E) of Schedule A of the Contract
of Employment shall be extended such that they
shall have effect until 9 April 2005; and
14.4.2. Schedule A of the Contract of Employment shall be
varied such that no payment shall be due by the
Company further to clauses 8(i) to (iii) thereof in
respect of those ongoing obligations and such
amendment shall in no sense constitute a waiver of
the Company's entitlement to the provisions of
clauses 8(B) to (E) of Schedule A of the Contract
of Employment (as amended hereunder).
Acceptance by Mr Peacock of a non-executive director role,
subsequent to receiving the prior written agreement of the
Company in accordance with paragraph 19, shall not constitute a
breach of this provision and the Company acknowledges and
accepts Mr Peacock's acceptance to the appointment as a non-
executive director of Slough Estates Plc.
15. LEGAL FEES
The Company will pay Mr Peacock's reasonable legal fees incurred in
obtaining advice only in respect of the termination of his employment
directly to his solicitors, Peacock & Co, in the sum of no more than
<pound sterling>3,000 (plus VAT) ("the Legal Fees") within 28 days of
receiving their invoice addressed to Mr Peacock but marked payable by
the Company.
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16. FULL AND FINAL SETTLEMENT
16.1.Mr Peacock accepts the terms of this Agreement (which
constitute an improvement of his contractual entitlements) in
full and final settlement of all and any claims and rights of
action whatsoever past and future (whether arising under common
law, statute, tort, European Union law, United States law, the
laws of any State within the United States or otherwise,
whether in the United Kingdom or elsewhere in the world) and
whether contemplated or not that he has or may have against the
Company, the US Company, or any Associated Company, (including,
but not limited to, any of its or their predecessors,
successors or assigns) or any of its or their employees,
officers, shareholders or agents arising directly or indirectly
out of his employment by the Company or any Associated Company
or the termination of such employment, any office held by him
by virtue of his employment or the loss of any such office and
any other matter whatsoever and he hereby irrevocably waives
any such claims or rights of action and will refrain from
instituting or continuing and will forthwith withdraw any legal
proceedings or complaint before or to an employment tribunal.
The Company and any Associated Company and Mr Peacock all
acknowledge that there are or may be claims and rights which
are not contemplated (whether on the facts known to the parties
or on the law as it is known) at the date of this Agreement by
the parties or either of them but that the waiver contained in
this paragraph waives and releases any and all such claims and
rights (except the New Claims referred to in paragraph 16.4
below).
16.2.For the avoidance of doubt, paragraph 16.1 waives any claim in
respect of personal or industrial injury or pension rights
accrued prior the Termination Date. Mr Peacock warrants that
he is not aware of any such claims or any circumstances which
may give rise to such claims for personal injury or accrued
pension rights.
16.3.Mr Peacock has at least twenty-one (21) calendar days to
consider the terms of this paragraph 16, although he may sign
it sooner if he wishes. Furthermore, once Mr Peacock has
signed this Agreement, he has seven (7) additional days to
revoke his acceptance and may do so in writing to Mr Stuart
Scott c/o Jones Lang LaSalle Incorporated, 200 East Randolph
Drive, Chicago, Illinois 60601. Provided, however, that no
payments shall be due hereunder until the eighth day following
Mr Peacock's execution of this Agreement, assuming that he has
not revoked his consent prior to that date.
16.4.The waiver and release at paragraphs 16.1 and 16.2 above do not
include statutory claims referred to in paragraph 17.1 above or
personal injury claims in each case arising out of entirely new
acts or omissions which are currently unknown and not
contemplated by the parties at the date of this Agreement and
which occur between the date of this Agreement and the
Termination Date ("the New Claims"), but for the avoidance of
doubt the waivers and releases in paragraphs 16.1 and 16.2 do
include all Claims (other than the New Claims, and claims for
breach of this Agreement) relating to the future cessation of
Mr Peacock's employment as provided for in this Agreement.
16.5.Mr Peacock agrees to execute a further waiver and release of
the New Claims in the terms of Schedule 4 within 7 days of the
Termination Date. The final salary payment is conditional upon
his executing and delivering to the Company such a waiver and
release of the New Claims.
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17. WARRANTIES
Mr Peacock hereby warrants and undertakes that:
17.1.before signing this Agreement he received independent legal
advice from John Peacock of Peacock & Co ( "the Legal
Adviser"), a qualified lawyer, as to its terms and effect, and
in particular his ability to bring a statutory claim, including
but not limited to any claim or complaint of:
17.1.1. unfair dismissal under the Employment Rights Act
1996;
17.1.2. a redundancy payment under the Employment Rights
Act 1996;
17.1.3. unlawful deductions from wages under the Employment
Rights Act 1996;
17.1.4. unequal treatment contrary to the provisions of the
Equal Pay Act 1970;
17.1.5. race discrimination or victimisation under the Race
Relations Act 1976;
17.1.6. sex discrimination or victimisation under the Sex
Discrimination Act 1975;
17.1.7. disability discrimination or victimisation under
the Disability Discrimination Act 1995;
17.1.8. breach of the Working Time Regulations 1998;
17.1.9. breach of the Trade Union and Labour Relations
(Consolidation) Act 1992;
17.1.10. breach of the National Minimum Wage Act 1998;
17.1.11. breach of the Part-Time Workers (Prevention of Less
Favourable Treatment) Regulations 2000;
17.1.12. breach of the Transnational Information and
Consultation of Employees Regulations 1999;
17.1.13. breach of the Employment Equality (Sexual
Orientation) Regulations 2003;
17.1.14. breach of the Employment Equality (Religion or
Belief) Regulations 2003;
17.1.15. Age Discrimination in Employment Act of 1964, as
amended;
17.1.16. the Americans with Disabilities Act of 1990, as
amended;
17.1.17. the Family Medical Leave Act of 1993, as amended;
17.1.18. any other claims related to his employment, or its
termination that could be brought under English or
US or US State law.
17.2.to the extent that Mr Peacock has or may have any such
complaints referred to in paragraph 17.1 above, these have been
asserted by him or by his Legal Adviser on his behalf to the
Company and the US Company prior to the date of this Agreement.
This Agreement and the waiver and release in paragraphs 16.1
and 16.2 above expressly relate to each and every one of those
complaints;
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17.3.except for those complaints asserted as indicated in paragraph
17.2 above Mr Peacock has no other complaints or claims of any
nature against the Company, the US Company or any Associated
Company under the Employment Rights Act 1996, the Equal Pay Act
1970, the Race Relations Act 1976, the Sex Discrimination Act
1975, the Disability Discrimination Act 1995, the Trade Union
and Labour Relations (Consolidation) Act 1992, the National
Minimum Wage Act 1998, the Working Time Regulations 1998, the
Transnational Information and Consultation of Employees
Regulations 1999, the Part-Time Workers (Prevention of Less
Favourable Treatment) Regulations 2000, Employment Equality
(Sexual Orientation) Regulations 2003, Employment Equality
(Religion or Belief) Regulations 2003 or otherwise;
17.4.subject to the Company's due compliance with the material
provisions of this Agreement, he has not and will not commence
any legal or arbitration proceedings of any nature against the
Company, the US Company or any Associated Company in any
jurisdiction in relation to his employment with the Company,
the US Company or any Associated Company, the termination of
such employment, or otherwise, nor will he accept the benefit
of any lawsuits or claims of any kind brought on his behalf
against the Company, the US Company or any Associated Company;
17.5.he has not knowingly committed any breach of duty (including
fiduciary duty) owed to the Company, the US Company or any
Associated Company. For the avoidance of doubt, this Agreement
shall not have the effect of releasing Mr Peacock from any
liability owed to the Company, the US Company or any Associated
Company, whether as an officer or employee;
17.6.he has not knowingly done or omitted to do any act which
17.6.1. had the Company been aware of it, would have
entitled the Company to dismiss him summarily
without notice or compensation
17.6.2. had it been done after the date of this Agreement
would be in breach of this Agreement;
17.7.he will procure that his Legal Adviser will sign the attached
Solicitor's Certificate addressed to the Company at Schedule 2;
and
17.8.all conditions regulating compromise agreements contained in
any and all the legislation referred to in paragraph 17.1 above
have been satisfied.
18. REPAYMENT ON COMMENCEMENT OF LEGAL PROCEEDINGS
If Mr Peacock has commenced or in the future commences any legal or
arbitration proceedings of any nature against the Company, the US
Company or any Associated Company in breach of this Agreement save
arising out of or to enforce the terms of this Agreement Mr Peacock
shall forthwith pay to the Company or any Associated Company on
demand a sum equivalent to such payments as he shall have received in
respect of the Consultancy Agreement and the Legal Fees, which sum
shall be recoverable by the Company or any Associated Company as a
debt. Exercise of this provision shall be without prejudice to any
other rights and remedies which the Company and any Associated
Company may have against Mr Peacock.
19. OTHER ENGAGEMENTS
Subject to paragraph 14.4 and the prior written approvals of the
Company and the US Company (such approvals not to be unreasonably
withheld) Mr Peacock shall be free between 7 January 2004 and 9 April
2005 to provide services to any other person, firm or company but he
may not enter into any other relationship of employment.
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MISCELLANEOUS
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20. RELIANCE ON WARRANTIES, ETC.
20.1.Mr Peacock accepts that the Company (for itself and on behalf
of its Associated Companies) and the US Company are entering
into this Agreement in reliance upon the warranties provided by
him in this Agreement, including without limitation those
provided in Sections 5, 10, 13, 14, 17 and 18.
20.2.Any failure or delay of the Company or any Associated Company
to insist upon or enforce any right, remedy or power conferred
upon it by this Agreement shall not be construed as a waiver
thereof.
21. GOVERNING LAW AND JURISDICTION
This Agreement is to be construed in accordance with the laws of
England and Wales and is subject to the exclusive jurisdiction of
the Courts of England and Wales save for paragraph 6 regarding Equity
Awards and paragraphs 16.3, 17.1.15, 17.1.16, 17.1.17 and, as
appropriate, 16.1 and 17.1.18 which shall be construed in accordance
with laws of the State of Illinois USA and subject to the exclusive
jurisdiction of the Courts of Illinois.
22. INTERPRETATION AND ENFORCEABILITY
22.1.In this Agreement:
"Associated Company" means the US Company and any company or
corporation which is a holding company for the time being of
the Company or the US Company, or a subsidiary for the time
being of the Company or the US Company or of any such holding
company ("holding company" and "subsidiary" having the meanings
set out in section 736, Companies Act 1985 as amended), or any
company which is designated at any time an Associated Company
by the directors of the board of the Company or any holding
company, or any company controlling or under the common control
of the Company or the US Company.
22.2.References in this Agreement to the provisions of any statute
or subordinate legislation shall be deemed to refer to the same
as in force (including any amendment or re-enactment) from time
to time.
22.3.The terms of this Agreement including the documents set out in
the schedules hereto contain the entire understanding between
Mr Peacock and the Company and any Associated Company with
respect to the Garden Leave Period and the termination of Mr
Peacock's employment and supersede and abrogate all (if any)
other agreements, arrangements or understandings in such
respect which shall be deemed terminated by mutual consent.
22.4.Any Associated Company or the president or chief financial
officer or director of finance of the Company or the US Company
may enforce and take the benefits accorded to the Company or
the US Company or any Associated Company under the terms of
this Agreement subject to and in accordance with the provisions
of the Contracts (Rights of Third Parties) Act 1999. Except as
provided in this clause, a person who is not a party to this
Agreement has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Agreement but
this does not affect any right or remedy of a third party which
exists or is available apart from under that Act. The consent
of any third party shall not be required for the variation or
termination of this Agreement, even if that variation or
termination affects the benefit or benefits conferred on any
third party.
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22.5.References in this Agreement to the masculine shall be deemed
to include the feminine, and references to one shall be deemed
to include the other.
22.6.The headings in this Agreement are for ease of reference only
and shall not affect interpretation.
22.7.Upon signature by both parties and by the Legal Adviser of the
Agreement and Schedules 1 and 2 respectively, this Agreement
shall cease to be without prejudice and subject to contract and
shall become binding upon the parties.
SIGNATURES ON NEXT PAGE
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Signed: CHRISTOPHER A. PEACOCK
Date:
------------------------------
Signed:
------------------------------
For and on behalf of the Company and the Associated Companies
Date:
------------------------------
13
SCHEDULE 1
Draft Letter resigning Directorships
[ Date of Agreement ]
Dear Stuart,
Effective as of January 7, 2004, I hereby resign as President and CEO and
all of my positions as a director and/or officer of Jones Lang LaSalle
Ltd., Jones Lang LaSalle Incorporated and any and all of their subsidiaries
and/or affiliates. I also hereby give notice of the termination of my
employment/
I confirm that I have no claim for compensation arising from such offices
or their termination.
Yours faithfully
Christopher A. Peacock
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SCHEDULE 2
Solicitor's Certificate
I, John Peacock of Peacock & Co ("the Legal Adviser"), hereby confirm as
follows:
1. I am a Solicitor of the Supreme Court of England and Wales holding a
current practising certificate.
2. I have advised Christopher Peacock of the terms and effect of the
agreement between him and the Company ("the Agreement") to which this
certificate forms Schedule 2 and, in particular, its effect on his
ability to pursue his rights before an Employment Tribunal following
its signing.
3. I am an independent adviser (as defined at section 203, Employment
Rights Act 1996). I am not acting (and have not acted) in relation
to this matter for the Company or any Associated Company (as defined
in the Agreement).
4. There is in force and was in force when I gave the advice referred to
above, cover under a contract of insurance, or an indemnity provided
for members of a profession or professional bodies relating to the
risk of a claim by Christopher Peacock in respect of loss arising
from such advice.
SIGNED:
------------------------------
REFERENCE:
DATED: 2004
15
SCHEDULE 3
Announcement
CHRIS PEACOCK RESIGNS AS CEO OF JONES LANG LASALLE
Stuart Scott will assume interim CEO role until a successor is named
CHICAGO, LONDON and SINGAPORE, January 8, 2004 - The Board of Directors of
Jones Lang LaSalle Incorporated (NYSE: JLL) announced today that it has
accepted with regret the resignation of Christopher A. Peacock as President
and Chief Executive Officer. At Mr. Peacock's request, his employment
resignation takes effect immediately, and he has also retired from the
Board of Directors at this time. Stuart L. Scott, Chairman of the Board of
Jones Lang LaSalle, will assume the role of interim Chief Executive Officer
until a permanent replacement is named. Mr. Peacock's resignation is based
on his personal decision to spend more time with his family. Although total
year results are not yet complete, the firm is making no adjustment to its
2003 earnings guidance.
While the Board undertakes a global internal and external search to select
a new CEO, members of the firm's Global Executive Committee will report
directly to Mr. Scott and support him in his interim role. The Global
Executive Committee includes Peter Barge, Robert Orr and Peter Roberts, who
are the company's regional CEOs for Asia Pacific, Europe and the Americas,
respectively; Lynn Thurber, CEO of LaSalle Investment Management; and
Lauralee Martin, the company's Chief Financial Officer.
"On behalf of the Board of Directors, I would like to sincerely thank Chris
for his more than 30 years of committed service to the firm," said Mr.
Scott. "His dedication to superior client service has played a significant
role in establishing Jones Lang LaSalle as the leader in delivering
comprehensive real estate services across the globe. I am pleased that
Chris will serve the company on a consultative basis for the immediate
future."
Mr. Scott continued, "We are beginning our search for a new CEO immediately
and, while we expect to move quickly, we will take whatever time is
required to select the best person to lead our company. I want to emphasize
that, during this time, we will not be distracted from our commitment to
the highest standards of client service, and to our employees and
shareholders."
Mr. Scott served as Chairman and CEO of Jones Lang LaSalle from 1999 to
2002. He was CEO of LaSalle Partners from 1990 until the merger with
Jones Lang Wootton in 1999. Mr. Peacock held the position of Chief
Operating Officer of the firm from 1999 until January 2002, when he was
named CEO. Previously, he was the International CEO of Jones Lang Wootton.
Jones Lang LaSalle is the world's leading real estate services and
investment management firm, operating across more than 100 markets around
the globe. The company provides comprehensive integrated expertise,
including management services, implementation services and investment
management services on a local, regional and global level to owners,
occupiers and investors. Jones Lang LaSalle is also the industry leader in
property and corporate facility management services, with a portfolio of
approximately 735 million square feet (68 million square meters) under
management worldwide. LaSalle Investment Management, the company's
investment management business, is one of the world's largest and most
diverse real estate investment management firms, with approximately $21
billion of assets under management. For more information, visit
www.joneslanglasalle.com.
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SCHEDULE 4
Further Compromise Agreement
Further to the terms of the agreement dated [ ]
between Jones Lang LaSalle Limited ("the Company"), Jones Lang LaSalle
Incorporated ("the US Company") and Christopher A Peacock ("Mr Peacock"),
Mr Peacock has agreed to enter into this further Compromise Agreement as
follows:-
1. In consideration of and subject to receipt of his final salary
payment Mr Peacock waives and releases all and any claims and rights
of action whatsoever past and future (whether arising under common
law, statute, tort, European Union law, United States law, the laws
of any State within the United States or otherwise, whether in the
United Kingdom or elsewhere in the world) and whether contemplated or
not that he has or may have against the Company, the US Company, or
any Associated Company, (including, but not limited to, any of its or
their predecessors, successors or assigns) or any of its or their
employees, officers, shareholders or agents arising directly or
indirectly out of his employment by the Company or any Associated
Company during the Garden Leave Period or the termination of such
employment, any office held by him by virtue of his employment or the
loss of any such office and any other matter whatsoever and he hereby
irrevocably waives any such claims or rights of action and will
refrain from instituting or continuing and will forthwith withdraw
any legal proceedings or complaint before or to an employment
tribunal. The Company and any Associated Company and Mr Peacock all
acknowledge that there are or may be claims and rights which are not
contemplated (whether on the facts known to the parties or on the law
as it is known) at the date of this Agreement by the parties or
either of them but that the waiver contained in this paragraph waives
and releases any and all such claims and rights.
2. For the avoidance of doubt, paragraph 1 waives any claim in respect
of personal or industrial injury or pension rights. Mr Peacock
warrants that he is not aware of any such claims or any circumstances
which may give rise to such claims for personal injury or accrued
pension rights.
2.1 Mr Peacock has at least twenty-one (21) calendar days to
consider the terms of this further Compromise Agreement
although he may sign it sooner if he wishes. Furthermore, once
Mr Peacock has signed this further Compromise Agreement, he has
seven (7) additional days to revoke his acceptance and may do
so in writing to Mr Stuart Scott c/o Jones Lang LaSalle
Incorporated, 200 East Randolph Drive, Chicago, Illinois 60601.
Provided, however, that no payments shall be due hereunder
until the eighth day following Mr Peacock's execution of this
Agreement, assuming that he has not revoked his consent prior
to that date.
3 WARRANTIES
Mr Peacock hereby warrants and undertakes that:
3.1 before signing this further Compromise Agreement he received
independent legal advice from John Peacock of Peacock & Co (
"the Legal Adviser"), a qualified lawyer, as to its terms and
effect, and in particular his ability to bring a statutory
claim, including but not limited to any claim or complaint of:
3.1.1 unfair dismissal under the Employment Rights Act 1996;
3.1.2 a redundancy payment under the Employment Rights Act
1996;
17
3.1.3 unlawful deductions from wages under the Employment
Rights Act 1996;
3.1.4 unequal treatment contrary to the provisions of the
Equal Pay Act 1970;
3.1.5 race discrimination or victimisation under the Race
Relations Act 1976;
3.1.6 sex discrimination or victimisation under the Sex
Discrimination Act 1975;
3.1.7 disability discrimination or victimisation under the
Disability Discrimination Act 1995;
3.1.8 breach of the Working Time Regulations 1998;
3.1.9 breach of the Trade Union and Labour Relations
(Consolidation) Act 1992;
3.1.10 breach of the National Minimum Wage Act 1998;
3.1.11 breach of the Part-Time Workers (Prevention of Less
Favourable Treatment) Regulations 2000;
3.1.12 breach of the Transnational Information and Consultation
of Employees Regulations 1999;
3.1.13 breach of the Employment Equality (Sexual Orientation)
Regulations 2003;
3.1.14 breach of the Employment Equality (Religion or Belief)
Regulations 2003;
3.1.15 Age Discrimination in Employment Act of 1964, as
amended;
3.1.16 the Americans with Disabilities Act of 1990,as amended;
3.1.17 the Family Medical Leave Act of 1993, as amended;
3.1.18 any other claims related to his employment, or its
termination that could be brought under English or US or
US State law;
3.2 to the extent that Mr Peacock has or may have any such
complaints referred to in paragraph 3.1 above, these have been
asserted by him or by his Legal Adviser on his behalf to the
Company and the US Company prior to the date of this Agreement.
This further Compromise Agreement and the waiver and release in
paragraphs 1 and 2 above expressly relate to each and every one
of those complaints;
3.3 except for those complaints asserted as indicated in paragraph
3.2 above Mr Peacock has no other complaints or claims of any
nature against the Company, the US Company or any Associated
Company under the Employment Rights Act 1996, the Equal Pay Act
1970, the Race Relations Act 1976, the Sex Discrimination Act
1975, the Disability Discrimination Act 1995, the Trade Union
and Labour Relations (Consolidation) Act 1992, the National
Minimum Wage Act 1998, the Working Time Regulations 1998, the
Transnational Information and Consultation of Employees
Regulations 1999, the Part-Time Workers (Prevention of Less
Favourable Treatment) Regulations 2000, Employment Equality
(Sexual Orientation) Regulations 2003, Employment Equality
(Religion or Belief) Regulations 2003 or otherwise;
18
3.4 he has not and will not commence any legal or arbitration
proceedings of any nature against the Company, the US Company
or any Associated Company in any jurisdiction in relation to
his employment with the Company, the US Company or any
Associated Company, the termination of such employment, or
otherwise, nor will he accept the benefit of any lawsuits or
claims of any kind brought on his behalf against the Company,
the US Company or any Associated Company;
3.5 he has not knowingly committed any breach of duty (including
fiduciary duty) owed to the Company, the US Company or any
Associated Company. For the avoidance of doubt, this further
Compromise Agreement shall not have the effect of releasing Mr
Peacock from any liability owed to the Company, the US Company
or any Associated Company, whether as an officer or employee;
3.6 he has not knowingly done or omitted to do any act which
3.6.1 had the Company been aware of it, would have entitled
the Company to dismiss him summarily without notice or
compensation
3.6.2 had it been done after the Termination Date would be in
breach of this further Compromise Agreement;
3.7 he will procure that his Legal Adviser will sign a further
Solicitor's Certificate addressed to the Company in the form
set out at Schedule 2 of the agreement between Jones Lang
LaSalle Limited, Jones Lang LaSalle Incorporated dated [ ]
but referring to this further Compromise Agreement; and
3.8 all conditions regulating compromise agreements contained in
any and all the legislation referred to in paragraph 3.1 above
have been satisfied.
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