Attached files
| file | filename |
|---|---|
| EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - JONES LANG LASALLE INC | exhibit312-jllq22016.htm |
| EX-32.1 - CERTIFICATION OF CHIEF EXCUTIVE AND FINANCIAL OFFICERS - JONES LANG LASALLE INC | exhibit321-jllq22016.htm |
| EX-10.3 - EXHIBIT 10.3 - JONES LANG LASALLE INC | ex103jllq2201610q.htm |
| EX-10.4 - EXHIBIT 10.4 - JONES LANG LASALLE INC | ex104jllq2201610q.htm |
| 10-Q - 10-Q - JONES LANG LASALLE INC | jll-2016630x10qq2.htm |
| EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - JONES LANG LASALLE INC | exhibit311-jllq22016.htm |
Jones Lang LaSalle Incorporated
Non-Executive Director Compensation Plan
Summary of Terms and Conditions
EFFECTIVE AS OF MAY 28, 2016
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 May 28, 2016.
II. Compensation:
The Plan provides each of the Company’s Directors the following compensation for service on
the Company’s Board of Directors:
A. 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 - $75,000 cash retainer, payable in equal quarterly installments in
advance, promptly after the beginning of each calendar quarter.
b. Chairman of the Board Annual Retainer – The Chair of the Board of Directors of
the Company shall be paid an annual cash retainer of $140,000, payable in equal
quarterly installments.
c. Audit Committee Chair Additional Retainer – The Chair of the Audit Committee
shall be paid an annual retainer of $25,000, 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.
d. Compensation Committee Chair Additional Retainer – The Chair of the
Compensation Committee shall be paid an annual retainer of $25,000, 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. Nominating and Governance Committee Chair Additional Retainer – The Chair
of the Nominating and Governance Committee shall be paid an annual retainer of
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$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. Committee Member Additional Retainer – Each member of the Audit and
Compensation Committees (other than the Chairman of each respective Committee)
shall be paid an annual retainer of $10,000. Each member of the Nominating and
Governance Committee (other than the Chairman) shall be paid an annual retainer of
$5,000. Each retainer shall be paid in full and in advance following the appointment
of each member after every Annual Meeting of Shareholders, such payment to be
made promptly after the end of the second calendar quarter each year.
B. 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 $145,000. 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. One half of the shares shall vest on the 18 month anniversary of the date of the grant and the
remaining half shall vest on the third anniversary of the date of the grant.
C. Common Stock Alternative with Respect to Annual Retainer
i. Percentage Election - Directors may elect to receive any or all of their
Annual Retainer(s) 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 according to either paragraphs 1 or 2 below:
1. During the year in which the Annual Retainer(s) are earned. In the
case of the Annual Retainer(s), the number of shares shall be
determined quarterly and shall be 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
2. On a deferred basis:
a. When they retire from the Board of Directors;
b. A specified number of years (not to exceed 10) 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) after the election is made.
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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. 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.
v. 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.
D. Stock Ownership Guidelines
Directors are subject to a stock ownership guidelines. By the third anniversary of his or
her first election to the Board, each Director shall have acquired, and for as long as he or
she remains a member of the Board shall maintain ownership of, the lesser of (1) 5,000
shares of Common Stock or (2) shares of the Company’s Common Stock with a fair
market value of $300,000 based on the then most recent closing price.
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.
III. General:
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A. Administration - This plan will be administered by the Nominating and Governance
Committee of the Board of Directors.
B. Non-Committee Member Attendance - While Board members are encouraged to attend
the meeting of a Committee of which they are not a voting member, they shall not be
eligible for any additional compensation for their attendance.
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.