Jones Lang LaSalle (JLL) 10-Q2024 Q1 Quarterly report

JLL GEB AIP Page 1 of 8 GLOBAL EXECUTIVE BOARD ANNUAL INCENTIVE PLAN Effective Date: February 23, 2024

 

JLL GEB AIP Page 2 of 8 1. PLAN OBJECTIVE As part of its executive compensation program, Jones Lang LaSalle Incorporated (“JLL” or the “Company”) has adopted the Global Executive Board (“GEB”) Annual Incentive Plan (the “Plan”) to provide an annual incentive bonus opportunity for members of the GEB (and others as determined in the sole discretion of the Compensation Committee of JLL’s Board of Directors (the “Committee”)) based on the achievement of performance measures established by the Committee each fiscal year for the Company, an individual Business Unit, and/or an individual participant. The Plan is intended to provide an additional means to attract, motivate, and retain JLL’s most senior leadership, and to link a significant element of each Participant’s compensation to the attainment of performance measures that enhance shareholder value. 2. EFFECTIVE DATE The Plan shall be established effective February 23, 2024 (“Effective Date”) and will continue in effect until such time as it is otherwise terminated by the Committee in accordance with Paragraph 15 of the Plan. The Plan supersedes all prior related Company bonus plans in affect for Participants, and JLL reserves the right to amend or discontinue the Plan, or to reduce, suspend or discontinue future contributions or benefits, at any time and for any reason. 3. DEFINITIONS A. ADMINISTRATOR – The Committee and its delegates (to the extent that the Committee delegates its authority in accordance with the terms of the Plan) shall administer the Plan. B. ADJUSTED NET INCOME (ANI) – GAAP Net Income adjusted to exclude restructuring and acquisition charges, net non-cash MSR and mortgage banking derivative activity, amortization of acquisition-related intangibles(1.), net (gain) loss on dispositions, interest on employee loans net of forgiveness, after-tax JLLT and LaSalle equity earnings (losses), tax impact of adjusted items and other non-recurring or extraordinary events as determined by the Administrator in good faith. (1.) Excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders. C. AIP ADJUSTED EBITDA – EBITDA is GAAP Net Income adjusted to add interest expense net of interest income, income tax provision, and depreciation and amortization(1). EBITDA is adjusted to exclude restructuring and acquisition charges, net non-cash MSR and mortgage banking derivative activity, net loss (gain) on dispositions, interest on employee loans net of forgiveness, and after-tax JLLT and LaSalle equity earnings (losses) and other non-recurring or extraordinary events as determined by the Administrator in good faith. (1.) Excludes the noncontrolling interest portion of amortization of acquisition-related intangibles which is not attributable to common shareholders. D. AIP ADJUSTED EBITDA MARGIN – AIP Adjusted EBITDA divided by externally reported Fee Revenue.

 

JLL GEB AIP Page 3 of 8 E. BOARD OF DIRECTORS – The Board of Directors of the Company. F. BUSINESS UNIT – Any of the Company’s business lines or any majority-owned business organization of the Company or its direct or indirect subsidiaries, including corporations, limited liability companies, partnerships, and any “subsidiary corporation” as defined in Section 424(f) of the Internal Revenue Code (the “Code”). G. CAUSE – “Cause” means, unless stated otherwise in a Participant’s operative employment document, and as determined in the Company’s sole discretion (i) violations of the Company’s policies or Code of Ethics; (ii) willful or grossly negligent misconduct; (iii) sustained underperformance or breach of the Participant’s duties as an officer or employee of the Company; or (iv) fraud, embezzlement, theft, falsification of documents, use or distribution on premises of illegal drugs, refusal to cooperate with an investigation, criminal activity, or any other similar dishonest conduct. Any determination of whether Cause exists shall be made by the Administrator in its sole discretion. H. COMMITTEE – The Compensation Committee of the Board of Directors, the composition and processes of which are governed by the Committee’s Charter. I. ELIGIBLE EMPLOYEE – Members of the GEB (or others as determined in the sole discretion of the Administrator) who are employed during each applicable Plan Period and remain employed by the Company on the date of payment of awards under the Plan or are alternatively eligible pursuant to the Company’s Severance Pay Plan (the “Severance Plan”) or under a separate Change in Control Agreement (“CiC Agreement”). An individual who may otherwise be an Eligible Employee may be considered ineligible at any time and for any reason in the Administrator’s sole discretion, regardless of whether the individual remains an employee of the Company or any of its Business Units. If these decisions are made, would expect the Administrator would discuss with the CEO and Company management as appropriate. J. INCENTIVE AWARD – The incentive opportunity established for a Participant in a Plan Period. K. PARTICIPANT – An Eligible Employee who is selected by the Administrator to participate in the Plan in a relevant Plan Period. Participation in the Plan is at the sole discretion of the Administrator, in consultation with Company management. If a Participant is first employed or becomes a member of the GEB after the beginning of a Plan Period, the Administrator may, in its sole discretion, prorate a Participant’s Target Incentive Award based on the number of calendar days in the Plan Period during which the Participant was employed or a member of the GEB. L. PERFORMANCE OBJECTIVE – The performance objective or objectives established by the Administrator in its sole discretion for each Plan Period, which must be attained as a condition to the earning and payment of an Incentive Award for that Plan Period. Performance Objectives may consist of such specified Company or Business Unit levels of performance relating to performance criteria established by the Administrator, as well as individual performance measurements applicable to a Participant, including, but not limited to, one or more of the following performance criteria: (i) AIP Adjusted EBITDA; (ii) AIP Adjusted EBITDA Margin; (iii) strategic factors; and (iv) such other measurements as the Administrator may establish from time to time.

 

JLL GEB AIP Page 4 of 8 M. PLAN PERIOD – Unless otherwise determined by the Administrator, the Company’s fiscal year. N. RETIREMENT – Shall mean the termination of employment, in each of the cases set forth below: 1. For Employees Hired Prior to January 1, 2015 and who were 48 years old or older but younger than 52 years old on January 1, 2015, (1) being at least fifty-seven (57) years old with at least eight (8) years of service to the Company and its Affiliates, (2) being at least fifty-seven (57) years old and having any combination of age plus years of service to the Company and its Affiliates equal to at least sixty-five (65) or (3) attainment of the statutory retirement age as defined within the country of the Participant’s residence or citizenship, as applicable. 2. For Employees Hired On or After January 1, 2015 and where any one of the following conditions has been met: (1) being at least sixty (60) years old with at least five (5) years of service to the Company and its Affiliates, (2) being at least sixty (60) years old and having any combination of age plus years of service to the Company and its Affiliates equal to at least sixty-five (65) or (3) attainment of the statutory retirement age as defined within the country of the Participant’s residence or citizenship, as applicable. In the case of a Participant who was previously employed by the Company and was re-hired on or after January 1, 2015, prior service will be recognized, and he or she will be covered by clause (i) above depending on his or her age on January 1, 2015. In the case of a Participant who becomes employed by the Company as the result of a merger or acquisition, the definition of “Retirement” shall be governed by the applicable contractual documentation related to the transaction, but in the absence thereof then prior service will be recognized and he or she will be covered by clause (i) above depending on his or her age on January 1, 2015. In addition, in the cases of each of clauses (i) and (ii) above, the Company or the Committee may in its discretion impose on a Participant additional conditions regarding non-competition and non- solicitation of clients and employees in order for the Participant to realize the benefits relating to a qualified Retirement for purposes of the Plan. 4. OPERATION OF THE PLAN A. DETERMINATION OF THE INCENTIVE AWARD. The primary steps for the determination of the incentive awards for each Plan Period include: 1. At the start of each Plan Period, i. Administrator shall confirm the Plan Participants and their Target Incentive Award in consultation with JLL CEO and other Company management. ii. Administrator shall establish corporate Performance Objectives, Performance Objective targets, weightings and applicable payout curves for each Plan Period in consultation with JLL CEO and other Company management. iii. JLL CEO, in consultation with Human Resources, shall partner with each Participant and establish individual performance objectives for each Plan Period. iv. Target Incentive Award amounts, Performance Objectives, weightings, targets, and applicable payout curves shall be communicated to each Participant.

 

JLL GEB AIP Page 5 of 8 2. At the conclusion of each Plan Period: i. Funded Incentive Awards determined: JLL CEO and other Company management shall provide a review and assessment of Company performance results and Administrator shall certify performance against each corporate Performance Objective established. The Target Incentive Award is modified by this corporate performance factor to determine the “Funded Incentive Award". ii. Individual Leadership Multiplier determined: JLL CEO shall provide an assessment of individual Participant performance during the Plan Period and recommend an appropriate “Leadership Multiplier”. The Leadership Multiplier is a factor that can adjust an individual Participants Funded Incentive Award up or down by 20% and considers performance against individual performance objectives, leadership behaviors, performance not captured by the financial metrics, and other factors deemed relevant for the Plan Period. The aggregate value of the Funded Incentive Awards for Plan Participants, excluding the JLL CEO, after modification by the JLL CEO recommended Leadership Multipliers, cannot exceed 110% of the aggregate Funded Incentive Awards. The Administrator will review the CEO’s performance during the Plan Period and recommend an appropriate Leadership Multiplier for the CEO. iii. Final Incentive Awards Determined: The Administrator may exercise discretion to increase, or decrease, the amount of the Funded Incentive Award, as modified by the Leadership Multiplier, to be paid to any Participant based on their assessment of the individual’s performance, input from the JLL CEO, important considerations for the Plan Period that are not captured in the corporate Performance Objectives or any other consideration deemed relevant by the Administrator. B. PAYMENT OF INCENTIVE AWARDS. An Incentive Award is “earned” only after of all of the following have occurred: (1) the Plan Period ends, (2) the Company’s audited financial results for Plan Period are completed, (3) the Administrator authorizes the payment of Incentive Awards for the Plan Period, (4) the Participant remains employed by the Company on the date of payment of awards under the Plan, or alternatively is eligible for such payment under Section 5 or under the Severance Plan or CiC Agreement, and (5) the Incentive Award is actually paid to a Participant or, if applicable, his or her estate. The Company will abide by all local regulations and any legal or contractual requirements relating to the payment of Incentive Awards. Payment of Incentive Awards for a Plan Period will be made by March 15 following the completion of a Plan Period unless otherwise determined by the Company. 5. CONTINGENCIES A. EMPLOYMENT TERMINATION – Unless the Administrator exercises its discretion under Section 5.B.: 1. Voluntary termination of employment with the Company by a Participant prior to the payment of an Incentive Award will result in the forfeiture of any rights or interests to such payments.