EXHIBIT 10.3


 


AMENDMENT NO. 1


TO THE


SECOND AMENDED AND RESTATED


2004 STOCK INCENTIVE PLAN


OF CB RICHARD ELLIS GROUP, INC.


(THE “COMPANY”)


 


Amended by the Company’s Board of Directors on December 3, 2008


 


1.             Section 3(a) of
the Company’s Second Amended and Restated 2004 Stock Incentive Plan (the “Plan”)
is hereby amended to read in its entirety as follows:


 


(a)           Administration of the Plan.  The Plan shall be administered by a committee
(the “Administrator”) of Directors who are considered “independent” under the rules of
the New York Stock Exchange (“NYSE”), except the Board shall retain the
authority to terminate and amend the Plan and to administer the Plan with
respect to Directors who are not employees or consultants of the Company,
provided however, that any decision related to discretionary Awards to the
non-employee directors shall be made by a committee of directors who are
considered independent under the rules of the NYSE.


 


2.             Section 8(a)(ii) is
hereby amended to read in its entirety as follows:


 


(ii)           Vesting.  Vesting shall generally be based on the
Participant’s Continuous Service and shall be over a period of not less than
three (3) years following the date the Award is made; provided, however,
that, notwithstanding the foregoing, Awards granted pursuant to this Section 8(a) and
Sections 8(e), 8(f) and 8(g) that result in the issuance of an
aggregate of up to 5% of the shares of Common Stock available pursuant to Section 4(a) may
be granted to any one or more Participants without respect to such minimum
vesting provisions.  Generally, so long
as the Participant remains in continuous service with the Company, Awards shall
vest with respect to 25% of the shares subject to the Award on each anniversary
of the date of grant over a four-year period. 
Shares of Common Stock awarded under the Restricted Stock Bonus
agreement shall be subject to a share reacquisition right in favor of the
Company in accordance with a vesting schedule to be determined by the
Administrator.


 


3.             Section 8(e)(ii) is
hereby amended to read in its entirety as follows:


 


(ii)           Vesting.  Vesting shall generally be based on the
Participant’s Continuous Service or as otherwise provide in the grant agreement
and shall be over a period of not less than three years following the date the
Award is made; provided, however, that, notwithstanding the foregoing, Awards
granted pursuant to Sections 8(a), 8(f), and 8(g) and this Section 8(e) that
result in the issuance of an aggregate of up to 5% of the shares of Common
Stock available pursuant to Section 4(a) may be granted to any one or
more Participants without respect to such minimum vesting provisions.


 

















 


4.             Section 8(f)(ii) is
hereby amended to read in its entirety as follows:


 


(ii)           Vesting.  Vesting shall be based on the achievement of
certain performance criteria, whether financial, transactional or otherwise, as
determined by the Administrator and shall be over a period of not less than one
year following the date the Award is made; provided, however, that,
notwithstanding the foregoing, Awards granted pursuant to this Section 8(f) and
Sections 8(a), 8(e) and 8(g) that result in the issuance of an
aggregate of up to 5% of the shares of Common Stock available pursuant to Section 4(a) may
be granted to any one or more Participants without respect to such minimum
vesting provisions.  Vesting shall be
subject to the Performance Share Bonus agreement.  Upon failure to meet performance criteria,
shares of Common Stock awarded under the Performance Share Bonus agreement
shall be subject to a share reacquisition right in favor of the Company in
accordance with a vesting schedule to be determined by the Administrator.


 


5.             Section 8(g)(ii) is
hereby amended to read in its entirety as follows:


 


(ii)           Vesting.  Vesting shall be based on the achievement of certain
performance criteria, whether financial, transactional or otherwise, as
determined by the Administrator and set forth in the Performance Share Unit
agreement and shall be over a period of not less than one year following the
date the Award is made; provided, however, that, notwithstanding the foregoing,
Awards granted pursuant to this Section 8(g) and Sections 8(a), 8(e) and
8(f) that result in the issuance of an aggregate of up to 5% of the shares
of Common Stock available pursuant to Section 4(a) may be granted to
any one or more Participants without respect to such minimum vesting
provisions.


 


6.             Section 12(a) is
hereby amended to read in its entirety as follows:


 


(a)           Acceleration of Exercisability and Vesting.  The Administrator
shall not have the power to waive, lapse or accelerate the exercisability
and/or vesting of Awards, except in cases related to death, disability,
retirement or Change of Control. 
Notwithstanding the foregoing, accelerations may be approved by the
Administrator for other circumstances (including, without limitation, upon
termination of employment other than retirement); however any such
discretionarily accelerated shares shall be subject to the 5% of the shares of
Common Stock available pursuant to Section 4(a) which may be granted
without respect to minimum vesting requirements.  The Administrator or Committee shall have the
power to accelerate the time at which a Stock Award may first be exercised or
the time during which a Stock Award or any part thereof will vest in accordance
with the Plan, notwithstanding the provisions in the Stock Award stating the
time at which it may first be exercised or the time during which it will vest.