EXHIBIT 10.4
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JONES LANG LASALLE Telephone +1 312 228 2391
March 19, 2004
Mr. Stuart L. Scott
200 East Randolph Drive, 43rd Floor
Chicago, Illinois 60601
Dear Stuart:
The Compensation Committee (the "Committee") of the Board of
Directors of Jones Lang LaSalle Incorporated (the "Company") has authorized
me to confirm to you in writing your compensation as interim President and
Chief Executive Officer (the "Interim CEO") of the Company during the
period in which a search is conducted to fill that position on a permanent
basis (the "Permanent CEO"). Your duties in such position will be those
contemplated for the Chief Executive Officer in the Company's By-Laws,
provided that the Committee does acknowledge that approximately ten percent
of your normal work schedule may be devoted to business and/or not-for-
profit activities in which you have become involved outside of the Company.
Retroactive to January 1, 2004, the Company will compensate you semi-
monthly at the annualized base salary of $400,000 (the "Interim Base
Salary"). You will be paid your Interim Base Salary until the date on
which the Permanent CEO actually commences employment with the Company,
after which date your compensation will revert to the amount of base
compensation (and with the termination date) set forth in the previous
letter to you from Thomas C. Theobald, a copy of which is attached (the
"Previous Letter"). Your employment duties at that time will also revert
to those set forth (and with the termination date) set forth in the
Previous Letter.
You are also eligible to receive an annualized target bonus for
service rendered as Interim CEO during 2004 in the amount of $600,000 (the
"CEO Target Bonus"), which shall be pro-rated for the number of whole weeks
from January 1, 2004 through the date on which the Permanent CEO actually
commences employment with the Company (the "New CEO Hire Date"). The
determination of the actual amount of the CEO Target Bonus to be paid to
you shall be within the sole discretion of the Committee. Factors included
in considering individual bonus awards include, without limitation, (1)
your performance against specific IPMP objective and subjective standards
that have been developed with the Committee, (2) your performance against
the responsibilities set forth in the Previous Letter, (3) the overall
performance of the Company and (4) the subjective evaluation by the
Committee. A consideration of these factors may lead to your receiving
more than, or less than, the targeted amount set forth above.
From the New CEO Hire Date through December 31, 2004, you will be
eligible to receive an annualized target bonus, which shall be pro-rated
for the number of whole weeks occurring during such period, of $80,000 as
set forth in the Previous Letter and based upon the Committee's
determination in its sole discretion of your performance of the roles
outlined therein.
As contemplated by the Previous Letter, you and the Committee have
agreed that you will retire from all positions with the Company (except as
Chairman of the Florida Office Fund and potentially with respect to certain
other positions held with LaSalle Investment Management entities to be
mutually agreed upon) and from your service on the Company's Board of
Directors on December 31, 2004. To earn and be paid the bonuses
contemplated above, you must not voluntarily terminate your employment
prior to that date. Your bonuses will be determined and paid during 2005
at the same time as the Company generally makes its bonus determinations
and payments for its employees. While you remain employed at the Company,
you will continue to be eligible to receive benefits under the Company's
policies and plans as in effect from time to time.
Sincerely yours,
JONES LANG LASALLE INCORPORATED
By: /s/ Nazneen Razi
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Nazneen Razi
Chief Human Resources Officer
Agreed to and Accepted
/s/ Stuart L. Scott
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Stuart L. Scott
cc: Thomas C. Theobald,
Chairman of the Compensation Committee
THOMAS C. THEOBALD
March 10, 2003
Mr. Stuart L. Scott
Jones Lang LaSalle Incorporated
200 East Randolph Drive
Chicago, Illinois 60601
Dear Stuart:
Further to the helpful discussion you, Derek and I had after the
Chicago board meeting about your future role and the Board's subsequent
endorsement of our agreement, this is to confirm the basis of your
continuing role as Chairman of the Board of Jones Lang LaSalle from May 22,
2003 to December 31, 2004.
Your role and responsibilities as Chairman are set out in the
attachment to this letter. We envision the roles described in #3 and #4
will each require the equivalent of approximately 0.5 days per week. The
other responsibilities are expected to aggregate one day per week of your
time.
We have agreed that your compensation will be at the rate of $270,000
per annum with a bonus target of $40,000 for each of the roles described in
#3 and #4 (i.e., $80,000 in total). The Board, on the recommendation of
the CEO and the Compensation Committee, will determine the bonus award
annually.
With best regards,
/s/ Tom
Thomas C. Theobald
Chairman of the Compensation Committee
of the Board of Directors of
Jones Lang LaSalle Incorporated
CHAIRMAN OF THE BOARD
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The Chairman of the Company will report to the board, and will have the
following responsibilities:
1. The Chairman will preside at board meetings and attend meetings of
the external directors when requested. The Chairman sets the board
meeting agenda and serves as a key liaison to the external directors.
The Chairman ensures that appropriate matters are discussed at board
meetings and that sufficient time is allocated and appropriate
information is available for all agenda items.
2. The Chairman will be available to the Chief Executive Officer for
advice and consultation on the Company's strategies and business
interests including key personnel actions.
3. The Chairman will be available to attend committees/boards required
by the Chief Executive Officer and will act as non-executive Chairman
of LaSalle Investment Management, and represent the firm as a member
of the Board of Directors of LaSalle Investment Management, the
Florida Office Fund, the Income and Growth One Fund, the Asia
Recovery Fund Investment Committee and the Euro Five Board.
4. The Chairman will be available to the Company for senior level sales
and marketing presentations to major existing or prospective clients,
particularly in the North American Owner and Occupier Services
business.
5. The Chairman will be available for other Company business as
requested by the board, and/or the CEO, including business that may
require international and domestic travel.
6. The Chairman will take the lead in ensuring that the performance of
the board, its committees and individual directors is evaluated
annually.
7. The Chairman will take the lead in ensuring that directors receive
appropriate induction on their appointment and that any development
needs from time to time are met.
8. The Chairman will ensure effective communication with shareholders
and that the board understands the views of major shareholders from
time to time.
9. The Company will make available office accommodation and secretarial
services appropriate to the role and responsibilities of the
Chairman. It is accepted that this accommodation will not be on the
45th floor of 200 East Randolph Drive.
10. The Chairman will make available sufficient time to ensure that his
responsibilities are met: this is expected to amount to
approximately 2 days per week.