EXHIBIT 10.26
JONES LANG LASALLE INCORPORATED
NON-EXECUTIVE DIRECTOR COMPENSATION PLAN
SUMMARY OF TERMS AND CONDITIONS
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Amended and Restated as of January 1, 2006
I. INTRODUCTION:
The Non-Executive Director Compensation Plan (as amended and restated, the
"Plan") of Jones Lang LaSalle Incorporated (the "Company") is designed to
attract and retain highly qualified individuals to serve as non-executive
members of the Company's Board of Directors and to align the interests of the
non-executive directors (the "Directors") with those of the Company's
shareholders. Members of the Board of Directors who are also employees and/or
officers of the Company do not qualify for compensation under the Plan. The
terms of the Plan as set forth below are effective for service on the Board of
Directors on and after January 1, 2006.
II. COMPENSATION:
The Plan provides each of the Company's Directors the following
compensation for service on the Company's Board of Directors:
A. ONE-TIME GRANT OF RESTRICTED STOCK UPON INITIAL ELECTION TO
THE BOARD OF DIRECTORS
Upon his or her initial election to the Board of Directors, each
Director shall receive a one-time grant of restricted shares of Common
Stock in the aggregate amount of $75,000. The number of restricted
shares shall be calculated based on the closing price of the Company's
Common Stock on the date of the grant. The restricted shares shall
vest five years from the date of the grant.
B. CASH
Each Director shall receive the following compensation in cash,
subject to certain elections that each Director may otherwise make as
described below.
a. ANNUAL RETAINER - $60,000 in cash, payable in equal
quarterly installments in advance, promptly after the beginning
of each calendar quarter.
b. BOARD MEETING ATTENDANCE FEES - $3,000 for attendance at
each meeting ($1,000 for each telephonic meeting), payable
promptly after each meeting.
c. COMMITTEE MEETING ATTENDANCE FEES - $1,500 for attendance at
each meeting ($1,000 for each telephonic meeting), payable
promptly after each meeting.
d. AUDIT COMMITTEE CHAIR ADDITIONAL RETAINER - The Chair of the
Audit Committee shall be paid an annual retainer of $20,000, to
be paid in full and in advance following the appointment of the
Chair after each Annual Meeting of Shareholders, such payment to
be made promptly after the end of the second calendar quarter
each year.
e. COMPENSATION COMMITTEE CHAIR ADDITIONAL RETAINER - The Chair
of the Compensation Committee shall be paid an annual retainer of
$10,000, to be paid in full and in advance following the
appointment of the Chair after each Annual Meeting of
Shareholders, such payment to be made promptly after the end of
the second calendar quarter each year.
f. NOMINATING AND GOVERNANCE COMMITTEE CHAIR ADDITIONAL
RETAINER - The Chair of the Nominating and Governance Committee
shall be paid an annual retainer of $5,000, to be paid in full
and in advance following the appointment of the Chair after each
Annual Meeting of Shareholders, such payment to be made promptly
after the end of the second calendar quarter each year.
For administrative convenience, the Company in its discretion may
delay payments for individual telephonic meetings until such time as
other payments for in-person Board meetings are being made.
C. ANNUAL GRANTS OF RESTRICTED STOCK
At the time of each Annual Meeting of Shareholders, each Director
shall receive an annual grant of restricted shares of Common Stock in
the aggregate amount of $75,000. The number of restricted shares shall
be calculated based on the closing price of the Company's Common Stock
on the date of the grant. The restricted shares shall vest five years
from the date of the grant.
D. COMMON STOCK ALTERNATIVE WITH RESPECT TO ANNUAL RETAINER
i. PERCENTAGE ELECTION - Directors may elect to receive
any or all of their Annual Retainer in shares of the
Company's Common Stock (rather than in cash) in increments
of 5% (i.e., 5%, 10%, 15%, etc.)
ii. RECEIPT/DEFERRAL - Directors may elect to take receipt
of their shares of Company's Common Stock either:
1. During the year in which the Annual Retainer is
earned, in quarterly installments equal to the
percentage of the Annual Retainer elected, divided by
four, divided by the price per share of Company Stock
on the last day of each quarter. For administrative
purposes, shares may not actually be distributed until
after the end of the year in which the Annual Retainer
was earned.
Or
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2. On a deferred basis:
a. when they retire from the Board of Directors;
b. ten (10) years after the date on which they
retire from the Board of Directors; or
c. for a specified number of years (not less
than 1 or more than 10).
Notwithstanding the foregoing, in no event shall the
distribution of shares be accelerated at a time earlier
than which they otherwise would have been distributed,
whether by amendment of the Plan, exercise of the
Company's discretion or otherwise, except in the event
of a Director's death or long-term disability.
iii. DEFERRAL ELECTION - Any election to defer shares shall
be made prior to the year in which the Annual Retainer
subject to deferral shall be earned. Any newly elected
Director shall have five (5) days from the date of his or
her election to the Board to elect to defer any percentage
hereunder. The initial deferral election shall clearly
specify the time of payment. All deferral elections shall be
irrevocable.
iv. COMPANY MATCH ON DEFERRED SHARES - Any shares for which
receipt is deferred shall be matched by the Company by a
number of shares equal to 25% of the value of the quarterly
amount so deferred, based on the price per share of Stock on
the last day of each quarter.
v. DIVIDENDS/STOCK SPLITS - Dividends, if any, on deferred
shares of Common Stock shall be paid in additional shares
having a fair market value equal to the amount of the
dividends paid on the date of payment. However, any
fractional shares shall be paid in cash. Deferred Stock
shall be subject to any stock splits, reverse stock splits,
or stock dividends.
vi. CODE SECTION 409A - The Plan is subject to the
provisions of Section 409A of the Internal Revenue Code
enacted under the American Jobs Creation Act of 2004, and
any regulations issued thereunder. The Plan shall be
interpreted and administered consistent with this intent and
shall apply to all amounts deferred on or after January 1,
2005. The Company reserves the right to amend or modify this
Section D in order to comply with regulations promulgated by
the Department of Treasury under Code Section 409A.
E. DEFERRAL OPPORTUNITIES UNDER U.S. DEFERRED COMPENSATION PLAN
Those Directors who are subject to the payment of United States
federal income taxes are eligible to participate in the Company's U.S.
Deferred Compensation Plan with respect to any or all of the cash
amounts payable under this Plan. Participation in the Deferred
Compensation Plan is subject to the separate documentation, agreements
and elections that will be provided to any Director upon request.
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F. GENERAL
a. ADMINISTRATION - This plan will be administered by the
Nominating and Governance Committee of the Board of Directors.
b. NON-COMMITTEE MEMBER ATTENDANCE. A Director who voluntarily
attends the meeting of a Committee of which he is not a voting
member shall not be compensated for attendance at such meeting.
c. SOURCE OF STOCK - All shares of the Company's Common Stock
granted under this Plan shall be issued out of the Company's
Amended and Restated Stock Award and Incentive Plan, as in effect
from time to time (the "SAIP") and shall otherwise be subject to
the terms of the SAIP and any applicable award agreement that
shall be presented to the Director by the Company.
d. AMENDMENT - The Plan may only be amended by the Nominating
and Governance Committee of the Board of Directors.
e. ITEMIZED STATEMENTS - The Company shall provide periodic
itemized statements accounting for the payments that have been
made to the respective Directors under the Plan.
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