Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - JONES LANG LASALLE INC | exhibit311-jllq22016.htm |
| 10-Q - 10-Q - JONES LANG LASALLE INC | jll-2016630x10qq2.htm |
| EX-32.1 - CERTIFICATION OF CHIEF EXCUTIVE AND FINANCIAL OFFICERS - JONES LANG LASALLE INC | exhibit321-jllq22016.htm |
| EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - JONES LANG LASALLE INC | exhibit312-jllq22016.htm |
| EX-10.5 - EXHIBIT 10.5 - JONES LANG LASALLE INC | ex105jllq2201610q.htm |
| EX-10.4 - EXHIBIT 10.4 - JONES LANG LASALLE INC | ex104jllq2201610q.htm |
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JONES LANG LASALLE INCORPORATED
FORM OF RESTRICTED STOCK UNIT AGREEMENT
(Under the Amended and Restated Stock Award and Incentive Plan)
Non-Executive Directors
[INSERT YEAR] Annual Grant
THIS RESTRICTED STOCK UNIT GRANT (“Restricted Unit Grant”), dated as of
[INSERT DATE] (the “Grant Date”), is made by JONES LANG LASALLE INCORPORATED
(the “Company”), to [INSERT GRANTEE NAME] (the “Grantee”), as Restricted Stock Units
(“Units”) pursuant to the Company’s Amended and Restated Stock Award and Incentive Plan (the
“Plan”).
The following table sets out the basic information regarding this Restricted Unit Grant,
and Appendix A sets out the terms and conditions of this Restricted Unit Grant. This Restricted
Unit Grant is subject to such terms and conditions and to the further terms and conditions
contained in the Plan. For purposes of this Agreement, all capitalized terms not otherwise defined
herein shall have the meanings assigned to them in Appendix A or in the Plan. By accepting this
Restricted Unit Grant, the Grantee accepts all such terms and conditions.
1. Number of shares of Stock with respect
to which Grantee is granted Restricted
Stock Units
[INSERT NUMBER OF SHARES]
2. Grant Price Per Share US $[INSERT GRANT PRICE] (Closing Price on
Grant Date)
3. Time of vesting and issuing of
Restricted Unit Grant
(i) One half of the Restricted Unit Grant
(equal to [___] Units) shall vest, and shares
of Stock shall be issued, on [INSERT 18-
MONTH ANNIVERSARY], and the
remaining half of the Restricted Unit Grant
(equal to [_____] Units) shall vest, and
shares of Stock shall be issued, on
[INSERT 3 YEAR ANNIVERSARY
DATE], in each case subject to earlier
vesting as set forth in Section 4 below.
4. Effect of termination of Board Service
on vesting
(i) Termination by Reason of Death, Total and
Permanent Disability, or Special
Circumstances – this Restricted Unit Grant
shall continue to vest in accordance with
Item 3 above (in the case of Death, vesting
shall be for the benefit of the decedent’s
estate).
(ii) Termination by Reason of (1) Retirement or
(2) being willing to be re-nominated but not
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being re-nominated by the Board; or
seeking re-election but not being re-elected
by the shareholders at the end of a term of
service – this Restricted Unit Grant shall
become fully vested and shares of Stock
shall be issuable the earlier of (x) the date
of the approved Retirement, (y) the date of
the Annual Meeting at which re-nomination
or re-election failed to occur or (z) in
accordance with Item 3 above.
(iii) Voluntarily deciding not to stand for re-
election at an annual meeting of
shareholders; voluntary resignation prior to
the end of an elected term of service; or
termination for Cause – (1) one-third of the
total number of shares of Stock comprising
this Restricted Stock Unit that was
originally granted (minus the number of
shares that may have already vested) shall
vest for each full calendar year that has
elapsed between the Grant Date and the
date of voluntarily not standing for re-
election, the voluntary resignation or
termination for Cause and (2) the remaining
portion of this Restricted Unit Grant which
does not vest in accordance with the
foregoing schedule shall not vest and such
remaining shares of Stock shall not be
issued, but shall be forfeited. For avoidance
of doubt, the full calendar year rule shall be
satisfied in the event of not standing for re-
election regardless of the actual date of the
subsequent related annual meeting.
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APPENDIX A
JONES LANG LASALLE INCORPORATED
RESTRICTED STOCK UNITS AGREEMENT
TERMS AND CONDITIONS
1. DEFINITIONS
(i) “Cause” means failure to perform the Grantee’s responsibilities as a member of
the Board of Directors of the Company in good faith, poor performance,
falsification of Company records, theft, failure to cooperate with an investigation,
use or distribution on the premises of the Company or any of the Company’s
subsidiaries of illegal drugs, or conviction of any crime against the Company, any
of the Company’s subsidiaries or any of their employees.
(ii) “Data” means personal information about the Grantee, including the Grantee’s
name, home address and telephone number, date of birth, social security number
or identification number, salary, nationality, job title, any shares or directorships
held in the Company, details of any other entitlement to shares awarded, canceled,
exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose
of managing and administering the Plan.
(iii) “Retirement” means termination of service on the Board by the Grantee (other
than by death or Total and Permanent Disability) under the terms set forth or
agreed to by the Board of Directors or the Committee, in their sole discretion.
(iv) “Special Circumstances” means such circumstances as shall be determined solely
by the Board of Directors or the Committee.
(v) “Stock” means shares of the common stock, par value $0.01 per share, of the
Company.
(vi) “Total and Permanent Disability” means a disability qualifying the Grantee (or
that would qualify if he or she were enrolled) to receive benefits under the
applicable total and permanent disability income plan provided by the Company
or the subsidiary of the Company which employs the Grantee.
2. ACKNOWLEDGMENT AND WAIVER
By entering into this Restricted Stock Unit Agreement, the Grantee acknowledges that:
(i) the Plan is discretionary in nature and may be amended, suspended or terminated
by the Company at any time and the Company, in its discretion, shall have the
power and authority to (a) determine which (if any) individuals rendering services
or employed outside the United States are eligible to participate in the Plan; (b)
determine which non-United States-based operations (e.g., subsidiaries, branches,
representative offices) participate in the Plan; (c) modify the terms and conditions
of any Restricted Unit Grants made to such eligible individuals, or with respect to
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such non-United States-based operations; and (d) establish sub-plans, modified
exercise, payment and other terms and procedures to the extent deemed necessary
or desirable by the Company;
(ii) this Restricted Unit Grant is a one-time benefit which does not create any
contractual or other right to receive future grants of Restricted Stock Units, or
benefits in lieu of Restricted Stock Units;
(iii) all determinations with respect to any such future grants, including, but not
limited to, the times when Restricted Unit Grants shall be granted, the number of
shares subject to each Restricted Unit Grant, the grant price, and the time or times
when each Restricted Unit Grant shall be issuable, will be at the sole discretion of
the Company;
(iv) the Grantee’s participation in the Plan shall not create a right to further
employment with the Company and shall not interfere with the ability of the
Company, the Board of Directors or the shareholders of the Company to terminate
the relationship at any time with or without cause;
(v) the Grantee’s participation in the Plan is voluntary;
(vi) the future value of the underlying shares of Stock is unknown and cannot be
predicted with certainty and if the value of the underlying Stock decreases in
value, so will the value of this Restricted Unit Grant;
(vii) this Restricted Unit Grant has been granted to the Grantee in the Grantee’s status
as a member of the Board of Directors of the Company, and can in no event be
understood or interpreted to mean that the Company is the Grantee’s employer or
that the Grantee has an employment relationship with the Company;
(viii) the ultimate liability for any and all tax, social insurance and any other payroll tax
(“tax-related items”) withholding and reporting obligations are and remain the
Grantee’s responsibility and liability and that the Company (i) makes no
representations nor undertakings regarding treatment of any tax-related items in
connection with any aspect of the Restricted Unit Grant, including the grant,
vesting or issuance of the Restricted Stock Units and the subsequent sale of Stock
acquired; and (ii) does not commit to structure the terms of the grant or any aspect
of this Restricted Unit Grant to reduce or eliminate the Grantee’s liability
regarding tax-related items; and
(ix) the terms and conditions of this Restricted Unit Grant shall be governed by and
construed in accordance with the laws of the State of Illinois, USA, without taking
into account any conflicts of laws provisions.
3. NON-TRANSFERABILITY
This Restricted Unit Grant is non-transferable otherwise than by the laws of descent and
distribution on death.
4. ISSUANCE OF RESTRICTED STOCK UNITS/DIVIDENDS AND STOCK SPLITS
Subject to such rules as may be adopted by the Company and to the discretion of the Company,
this Restricted Unit Grant may be paid in an equal number of shares of Stock or in cash in the
amount of the fair market value of the Restricted Stock Units based upon the closing price of
Stock on the New York Stock Exchange on the trading day immediately preceding the day on
which the Restricted Stock Units vest. Dividends, if any, paid with respect to Restricted Stock
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Units prior to vesting may be paid in cash or, in the Company’s discretion, may be reinvested in
additional Restricted Stock Units having the same vesting date, and additional Restricted Stock
Units will be received by the Grantee in the case of a Stock split or Stock dividend.
5. DATA PRIVACY CONSENT
The Grantee consents to the collection, use and transfer of Data as described in this paragraph.
The Grantee understands that the Company and/or its Subsidiaries will transfer Data amongst
themselves as necessary for the purpose of implementation, administration and management
of the Grantee’s participation in the Plan or any other plan of the Company (through this
Restricted Unit Grant and any other award which may have been or be in the future granted
under the Plan or any such other plan), and that the Company and/or any of its Subsidiaries
may each further transfer Data to any third parties assisting the Company in the
implementation, administration and management of the Plan or any other plan of the
Company. The Grantee understands that these recipients may be located in the European
Economic Area, or elsewhere, such as the United States or Canada. The Grantee authorizes
them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the
purposes of implementing, administering and managing the Grantee’s participation in the Plan
or any other plan of the Company (through this Restricted Unit Grant and any other award
which may have been or be in the future granted under the Plan or any such other plan),
including any requisite transfer to a broker or other third party with whom the Grantee may
elect to deposit any Stock acquired upon issuance of Stock in accordance with this Restricted
Unit Grant or any other award and such Data as may be required for the administration of the
Plan or any other plan of the Company and/or the subsequent holding of Stock on his or her
behalf. The Grantee understands that he or she may, at any time, view Data, require any
necessary amendments to it or withdraw the consents herein in writing by contacting his or her
local Human Resources representative. Withdrawal of consent may, however, affect
Grantee’s ability to realize benefits from this Restricted Unit Grant or other awards.