EXHIBIT 10.1


CB RICHARD ELLIS GROUP, INC.

EXECUTIVE INCENTIVE PLAN


Effective January 1, 2007


PREAMBLE


This CB Richard Ellis Group,
Inc. Executive Incentive Plan (“Plan”) is adopted effective January 1,
2007, by the Compensation Committee of the Board of Directors of CB Richard
Ellis Group, Inc., a Delaware corporation (“Company”). The purpose of the Plan
is to advance the interests of the Company and its stockholders and assist the
Company in attracting and retaining executive officers by providing incentives
and financial rewards to such executive officers that are intended to be
deductible to the maximum extent possible as “performance-based compensation”
within the meaning of Section 162(m) of the Code. This Plan is subject to
stockholder approval with respect to amounts that may become payable under the
Plan for fiscal year 2007 and thereafter and shall be null and void and of no
further effect if such stockholder approval is not obtained.


ARTICLE I


Definitions


1.1 Award means an
award of incentive compensation pursuant to the Plan.


1.2 Code means the
Internal Revenue Code of 1986, as amended.


1.3 Committee means
the Compensation Committee of the Board of Directors of the Company, or a
subcommittee thereof consisting of members appointed from time to time by the
Board of Directors of the Company, and shall comprise not less than such number
of directors as shall be required to permit the Plan to satisfy the
requirements of Code Section 162(m). The Committee administering the Plan
shall be composed solely of “outside directors” within the meaning of
Section 162(m) of the Code.


1.4 Disability means
a total and permanent disability that causes a Participant to be eligible to
receive long term disability benefits from the Company’s Long Term Disability
Plan, or any similar plan or program sponsored by a subsidiary or branch of the
Company.


1.5 Executive Officers
mean Board-appointed officers of the Company who are designated by the Board as
“Section 16 officers.”


1.6 Participant means
an Executive Officer who is selected by the Committee to participate in the
Plan.


1.7 Performance Period
means the time period during which the achievement of the performance goals is
to be measured.


1.8 Retirement means
termination of employment with the Company or an affiliated company when a
Participant is age 55 or older.


ARTICLE II


Eligibility and
Participation


2.1 Eligibility and
Participation. The Committee shall select Executive Officers of the
Company who are eligible to receive Awards under the Plan, and who shall be
Participants in the Plan during any Performance Period in which they may earn
an Award.



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ARTICLE III


Terms of Awards


3.1 Calculation of
Awards. The Award payable under the Plan for a Performance Period is
equal to 1% of “Earnings Before Income Taxes, Depreciation and Amortization”
for the Chief Executive Officer for the Performance Period and 0.5% of Earnings
Before Income Taxes, Depreciation and Amortization for each of the other
Participants for the Performance Period.


“Earnings Before Income
Taxes, Depreciation and Amortization” means the Company’s earnings before
income taxes, depreciation and amortization as reported in the Company’s income
statement for the applicable Performance Period, prior to accrual of any
amounts for payment under the Plan for the Performance Period, adjusted to
eliminate the effects of charges for restructurings, discontinued operations,
extraordinary items and other unusual or non-recurring items, and the
cumulative effect of tax or accounting changes, each as defined by generally accepted
accounting principles or identified in the Company’s financial statements,
notes to the financial statements or management’s discussion and analysis.


3.2 Discretionary
Adjustment. The Committee may not increase the amount payable under
the Plan or with respect to an Award pursuant to Section 3.1, but retains
the discretionary authority to reduce the amount. The Committee may establish
factors to take into consideration in implementing its discretion, including,
but not limited to, corporate or business unit performance against budgeted
financial goals (e.g., operating income or revenue), achievement of
non-financial goals, economic and relative performance considerations and
assessments of individual performance.


3.3 Form of Payment. Each
Award under the Plan shall be paid in cash or its equivalent. The Committee in
its discretion may determine that all or a portion of an Award shall be paid in
stock, restricted stock, stock options, or other stock-based or stock
denominated units, which shall be issued pursuant to the Company’s equity
compensation plans in existence at the time of the grant.


3.4 Timing of Payment. Payment
of Awards will be made as soon as practicable following determination of and
certification of the Award, but in no event more than two and a half months
after the end of the calendar year with respect to which such Award was earned,
unless the a Participant has, prior to the grant of an Award, submitted an
election to defer receipt of the Award in accordance with a deferred compensation
plan approved by the Committee.


3.5 Performance Period. Within
90 days after the commencement of each fiscal year or, if earlier, by the
expiration of 25% of a Performance Period, the Committee will designate one or
more Performance Periods, determine the Participants for the Performance
Periods and affirm the applicability of the Plan’s formula for determining the
Award for each Participant for the Performance Periods. The time period during
which the achievement of the performance goals is to be measured shall be
determined by the Committee, but may be no longer than five years and no less
than six months.


3.6 Certification. Following
the close of each Performance Period and prior to payment of any amount to any
Participant under the Plan, the Committee will certify in writing as to the
attainment of the performance goals and the amount of the Award.


ARTICLE IV


New Hires, Promotions and
Terminations


4.1 New Participants
During the Performance Period. If an individual is newly hired or
promoted during a calendar year into a position eligible for participation in
the Plan, he or she shall be eligible for an Award under the Plan for the
Performance Period, prorated for the portion of the Performance Period
following the date of eligibility for the Plan.


4.2 Retirement,
Disability or Death. A Participant who terminates employment with the
Company during a Performance Period due to Retirement, Disability or death
shall be eligible to receive an Award prorated for the portion of the
Performance Period prior to termination of employment. Awards payable in the
event of death shall be paid to the Participant’s estate.



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4.3 Termination of
Employment. If a Participant terminates employment with the Company
for a reason other than Retirement, Disability or death, unless otherwise
determined by the Committee, no Award shall be payable with respect to the
Performance Period in which such termination occurs.


ARTICLE V


Miscellaneous


5.1 Withholding Taxes. The Company shall
have the right to make payment of Awards net of any applicable federal, state
and local taxes required to be withheld, or to require the Participant to pay
such withholding taxes. If the Participant fails to make such tax payments as
required, the Company shall, to the extent permitted by law, have the right to
deduct any such taxes from any payment of any kind otherwise due to such
Participant or to take such other action as may be necessary to satisfy such
withholding obligations.


5.2 Nontransferability. No
Award may be sold, assigned, transferred, pledged, hypothecated or otherwise
disposed of, including assignment pursuant to a domestic relations order,
during the time in which the requirement of continued employment or attainment
of performance objectives has not been achieved. Each Award shall be paid during
the Participant’s lifetime only to the Participant, or, if permissible under
applicable law, to the Participant’s legal representatives. No Award shall,
prior to receipt thereof by the Participant, be in any manner liable for or
subject to the debts, contracts, liabilities, or torts of the Participant.


5.3 Administration. The
Committee shall administer the Plan, interpret the terms of the Plan, amend and
rescind rules relating to the Plan, and determine the rights and obligations of
Participants under the Plan. The Committee may delegate any of its authority as
it solely determines. In administering the Plan, the Committee may at its
option employ compensation consultants, accountants and counsel and other
persons to assist or render advice to the Committee, all at the expense of the
Company. All decisions of the Committee shall be final and binding upon all
parties including the Company, its stockholders, and the Participants. The
provisions of this Plan are intended to ensure that all Awards granted hereunder
qualify for the exemption from the limitation on deductibility imposed by
Section 162(m) of the Code that is set forth in Section 162(m)(4)(C)
of the Code, and this Plan shall be interpreted and operated consistent with
that intention.


5.4 Severability. If
any provisions of the Plan or any Award is or becomes or is deemed to be
invalid, illegal or unenforceable in any jurisdiction or would disqualify the
Plan or any Award under any law deemed applicable by the Committee, such
provision shall be construed or deemed amended to conform to applicable laws,
or if it cannot be so construed or deemed amended without, in the determination
of the Committee, materially altering the purpose or intent of the Plan or the
Award, such provision will be stricken as to such jurisdiction, and the
remainder of the Plan or Award shall remain in full force and effect.


5.5 No Fund Created. Neither
the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company and a
Participant or any other person. To the extent that any person acquires a right
to receive payments from the Company pursuant to an Award, such right shall be
no greater than the right of any unsecured general creditor of the Company.


5.6 Employment at Will. Neither
the adoption of the Plan, eligibility of any person to participate, nor payment
of an Award to a Participant shall be construed to confer upon any person a
right to be continued in the employ of the Company. The Company expressly
reserves the right to discharge any Participant whenever in the sole discretion
of the Company its interest may so require.


5.7 Amendment or
Termination of the Plan. The Board of Directors of the Company
reserves the right to amend or terminate the Plan at any time with respect to
future Awards to Participants. Amendments to the Plan will require stockholder
approval to the extent required to comply with applicable law, including the
exemption under Section 162(m) of the Code.


5.8 Non-Exclusivity of
Plan. Neither the adoption of the Plan by the Board of Directors nor
the submission of the Plan to stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors or
the Committee to adopt such other incentive arrangements as either may deem
desirable, including, without limitation, cash or equity-based compensation
arrangements, either tied to performance or otherwise.



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5.9 Dispute Resolution. The
Plan and any agreements hereunder shall be interpreted in accordance with the
laws of the State of California and applicable federal law. Any controversy or
claim related in any way to the Plan shall be resolved by arbitration on a de
novo standard pursuant to this paragraph and the then current rules of the
American Arbitration Association. The arbitration shall be held in Los Angeles,
California, before an arbitrator who is an attorney knowledgeable of employment
law. The arbitrator’s decision and award shall be final and binding and may be
entered in any court having jurisdiction thereof. The arbitrator shall not have
the power to award punitive or exemplary damages. Issues of arbitrability shall
be determined in accordance with the federal substantive and procedural laws
relating to arbitration; all other aspects shall be interpreted in accordance
with the laws of the State of California. Each party shall bear its own
attorneys’ fees associated with the arbitration and other costs and expenses of
the arbitration shall be borne as provided by the rules of the American
Arbitration Association; provided, however, that if the Participant is the
prevailing party, the Company shall reimburse the Participant for reasonable
attorneys’ fees and expenses and arbitration expenses incurred in connection
with the dispute.


IN WITNESS
WHEREOF, the Company
has caused this Plan to be executed on this
         day of                     ,
2007.


	
  

  	
   

  	
  FOR CB RICHARD ELLIS GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  Title:

  	
   

  	
   

  



 



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