SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT

Transcription

1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 15, 2014 JONES LANG LASALLE INCORPORATED (Exact name of registrant as specified in its charter) Maryland (State or other jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 200 East Randolph Drive, Chicago, IL (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (312) Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under Securities Act (17 CFR ) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) 1

2 Item Compensatory Arrangements of Certain Officers. (e) Agreement with Alastair Hughes regarding the Extension of his Expatriate Assignment. On April 15, 2014, Jones Lang LaSalle Incorporated ( JLL ) entered into a letter agreement (the Agreement ) with Alastair Hughes, the Chief Executive Officer of JLL s Asia Pacific business segment. The Agreement, the principal terms and conditions of which are described below, is being filed as Exhibit 10.1 to this Report and is incorporated hereby reference in its entirety. Mr. Hughes has served as JLL s Asia Pacific CEO for more than five years. Given the excellent progress he has made in leading the development of the JLL business in the region, JLL has asked him to continue his expatriate assignment in Singapore as the AP CEO at least through December 31, In consideration for Mr. Hughes s agreement to continue working away from his home country in his current role, the Agreement provides that if, by the close of business on the earlier of (1) December 31, 2016 or (2) the date on which a permanent successor has been publicly named for Colin Dyer as the Chief Executive Officer of JLL (in each case a Trigger Date ), Mr. Hughes and JLL have not mutually agreed on an alternative role for him, including compensation, location and all other terms and conditions, then Mr. Hughes shall have the right for three (3) months after the Trigger Date (the Notice Period ), by notice in writing to the Chief Human Resources Officer of JLL, to voluntarily terminate his employment without cause but (i) he will nevertheless be eligible to receive the severance that he would otherwise be eligible to receive under the current terms of his employment as though he had been terminated involuntarily without cause and (ii) all then outstanding unvested restricted stock units and deferred cash awards will continue to vest according to their original schedules and will not be forfeited. In order for Mr. Hughes to receive the above benefits, he must have remained in his then current position for the full extent of the Notice Period (or such earlier date as JLL in its discretion may approve). In the event that Mr. Hughes exercises his rights under the Agreement, then he also agrees that for a period of twelve (12) months after the last day of his employment (the Employment Termination Date ) with JLL (the Restricted Period ), he shall not himself, and shall not direct any other person to, either on his own account or on behalf of or with any other person, firm or business entity, do the following: solicit or induce other JLL employees or independent contractors to leave the employ of JLL; or solicit or induce any clients that have existing or contracted transactions or assignments with JLL as of the Employment Termination Date to discontinue, transfer or reduce their transactions or assignments with JLL to any third party. 2

3 Mr. Hughes agrees further that during the Restricted Period, he shall not accept employment with, or be employed by, any of CBRE Group, Colliers, Cushman & Wakefield, DTZ or Savills, or any of their respective subsidiaries or affiliates, or any successor entity thereof. In the event that during the Restricted Period Mr. Hughes violates any of the above non-solicitation or noncompetition provisions, then he agrees to promptly repay to JLL all amounts then previously paid to him under the Agreement and that he will forfeit all unvested restricted stock units. Except as specifically amended or supplemented by the Agreement, all of the previously agreed terms of Mr. Hughes s employment shall remain in full force and effect. In the event that Mr. Hughes and JLL agree on an alternative role, then the specific terms of that role shall be subject to the execution of mutually satisfactory documentation. The amount of any payments under the Agreement, if any are ever paid, is not quantifiable at this time. There are no arrangements or understandings between Mr. Hughes and any other person pursuant to which Mr. Hughes is serving as an officer. Neither Mr. Hughes nor any related person of Mr. Hughes has a direct or indirect material interest in any existing or currently proposed transaction to which JLL is or may become a party. Mr. Hughes is not related to any of the executive officers or directors of JLL. Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibits are included with this Report: 10.1 Letter Agreement dated April 15, 2014 between Jones Lang LaSalle Incorporated and Alastair Hughes. 3

4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: April 15, 2014 JONES LANG LASALLE INCORPORATED By: /s/ Mark J. Ohringer Name: Title: Mark J. Ohringer Executive Vice President, Global General Counsel and Corporate Secretary 4

5 EXHIBIT INDEX 10.1 Letter Agreement dated April 15, 2014 between Jones Lang LaSalle Incorporated and Alastair Hughes 5

6 Exhibit 10.1 Letter Agreement dated April 15, 2014 between Jones Lang LaSalle Incorporated and Alastair Hughes April 15, 2014 Mr. Alastair Hughes 9 Raffles Place Republic Plaza Singapore Dear Alastair: As of the above date you have completed more than five years as the Chief Executive Officer of the Asia Pacific business segment (the AP CEO ) of Jones Lang LaSalle Incorporated ( JLL ). Given the excellent progress you have made in leading the development of our business in the region, we have asked you to continue your expatriate assignment in Singapore as the AP CEO through December 31, In consideration for your agreement to continue working away from your home country in your current role, by this letter JLL agrees as follows: in the event that, by the close of business on the earlier of (1) December 31, 2016 or (2) the date on which a permanent successor has been publicly named for Colin Dyer as the Chief Executive Officer of JLL (in each case a Trigger Date ), you and we have not mutually agreed on an alternative role for you, including compensation, location and all other terms and conditions, then you shall have the right for three (3) months after the Trigger Date (the Notice Period ), by notice in writing to the Chief Human Resources Officer of JLL, to voluntarily terminate your employment without cause but (i) you will nevertheless be eligible to receive the severance that you would otherwise be eligible to receive under the current terms of your employment as though you had been terminated involuntarily without cause and (ii) all then outstanding unvested restricted stock units and deferred cash awards will continue to vest according to their original schedules and will not be forfeited. In order for you to receive the above benefits, you must have remained in your then current position for the full extent of the Notice Period (or such earlier date as JLL in its discretion may approve). In the event that you exercise your rights under this letter, then you also agree that for a period of twelve (12) months after the last day of your employment (the Employment Termination Date ) with JLL (the Restricted Period ), you shall not yourself, and shall not direct any other person to, either on his own account or on behalf of or with any other person, firm or business entity, do the following: 1. solicit or induce other JLL employees or independent contractors to leave the employ of JLL; or

7 You agree further that during the Restricted Period, you shall not accept employment with, or be employed by, any of CBRE Group, Colliers, Cushman & Wakefield, DTZ or Savills, or any of their respective subsidiaries or affiliates, or any successor entity thereof. You acknowledge that the restrictions in this letter are fair and reasonable and are reasonably required for the protection of JLL given the financial benefits you are receiving under this letter. You further acknowledge that you will be reasonably able to earn a living without violating the terms of this letter and that the restrictions to which you are agreeing constitute a material inducement and condition to JLL s provision of the payments and benefits described in this Agreement. In the event that during the Restricted Period you violate any of the above non-solicitation or non-competition provisions, then you agree to promptly repay to JLL all amounts then previously paid to you under this letter and that you will forfeit all unvested restricted stock units. In the event that JLL is required to bring a legal action against you in order to enforce its rights under this letter, and is ultimately successful in doing so, then you also agree to pay JLL s legal fees associated with bringing such action. Except as specifically amended or supplemented by this letter, all of the previously agreed terms of your employment shall remain in full force and effect. In the event that you and we agree on an alternative role, then the specific terms of that role shall be subject to the execution of mutually satisfactory documentation. We very much appreciate the value you have brought to Jones Lang LaSalle during your long tenure with the firm and we look forward to continuing our mutually beneficial relationship. If you wish to accept our offer, please sign this letter and return it to me. Yours sincerely, 2. solicit or induce any clients that have existing or contracted transactions or assignments with JLL as of the Employment Termination Date to discontinue, transfer or reduce their transactions or assignments with JLL to any third party. Jones Lang LaSalle Incorporated By: /s/ Colin Dyer Colin Dyer Chief Executive Officer and President Accepted by: /s/ Alastair Hughes Alastair Hughes