Exhibit 10.26
Jones Lang LaSalle
Incorporated
Non-Executive Director
Compensation Plan
Summary of Terms and
Conditions
Amended and Restated as of March 6,
2008
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 March 6, 2008.
The Plan provides each of the
Company’s Directors the following compensation for service on
the Company’s Board of Directors:
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A.
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One-Time
Grant of Restricted Stock Upon Initial Election to the Board of
Directors
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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.
Each Director shall receive the
following compensation in cash, subject to certain elections that
each Director may otherwise make as described below.
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a.
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Annual
Retainer - $60,000 in
cash, payable in equal quarterly installments in advance, promptly
after the beginning of each calendar quarter.
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b.
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Board
Meeting Attendance Fees -
$3,000 for attendance at each meeting ($1,000 for each telephonic
meeting), payable promptly after each meeting.
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c.
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Committee
Meeting Attendance Fees -
$1,500 for attendance at each meeting ($1,000 for each telephonic
meeting), payable promptly after each meeting.
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d.
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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.
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e.
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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.
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f.
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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.
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g.
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Audit
Committee Member Additional Retainer – Each member of the Audit Committee
(other than the Chairman of the Audit Committee) shall be paid an
annual retainer of $5,000, to be paid in full and in advance
following the appointment of such member after each Annual Meeting
of Shareholders, such payment to be made promptly after the end of
the second calendar quarter each year.
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For administrative
convenienc
