EXHIBIT
10.22
AMENDED AND
RESTATED
JONES LANG LASALLE
INCORPORATED
CO-INVESTMENT LONG-TERM
INCENTIVE PLAN
Dated October 4, 2004
AMENDED AND
RESTATED
JONES LANG LASALLE
INCORPORATED
CO-INVESTMENT LONG-TERM
INCENTIVE PLAN
Table of
Contents
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I.
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Purpose
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3
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II.
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Eligibility
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3
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III.
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Specific Terms
of Grants
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3
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IV.
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Administration
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5
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V.
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General
Provisions
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5
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AMENDED AND
RESTATED
JONES LANG LASALLE
INCORPORATED
CO-INVESTMENT LONG-TERM
INCENTIVE PLAN
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 certain of the real estate investments made by
the Company via the Company’s co-investments in real estate
through LaSalle Investment Company (“LIC”), a series of
limited partnerships, based on the performance of LIC’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.
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
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a.
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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.
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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 exclude any cash
held by LIC as of that date and assume that any cash held is
proportionately allocated to the Investments at that time. If any
one or more of the Investments to which the Initially Allocated
Funds is to be allocated has not completed its equity capital
raising process at December 31, 2002, the allocation will be
finalized after the completion of such equity capital raising.
Specifically, for the calendar year 2002, the Investments that
comprise the Initially Allocated Funds are as follows: Income &
Growth Fund III, LaSalle Euro Growth II, Asia Recovery Fund,
Medical Office Fund, and CalEast. 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 not be allocated expenses,
for purposes of the Plan, in the same manner as all other
investors. 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.
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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 years 2003 through 2005, which will be determined,
t
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