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                                                                    Exhibit 10.1

                            2001 CBRE HOLDING, INC.
                             STOCK INCENTIVE PLAN

1.  Purpose of the Plan

          The purpose of the Plan is to aid the Company and its Affiliates in
recruiting and retaining key employees, directors or consultants of outstanding
ability and to motivate such employees, directors or consultants to exert their
best efforts on behalf of the Company and its Affiliates by providing incentives
through the granting of Awards. The Company expects that it will benefit from
the added interest which such key employees, directors or consultants will have
in the welfare of the Company as a result of their proprietary interest in the
Company's success.

2.  Definitions
          The following capitalized terms used in the Plan have the respective
meanings set forth in this Section:

    (a)   "Act": The Securities Exchange Act of 1934, as amended, or any
           ---
          successor act thereto.

    (b)   "Affiliate": With respect to the Company, any entity directly or
           ---------
          indirectly controlling, controlled by, or under common control with,
          the Company or any other entity designated by the Board in which the
          Company or an Affiliate has an interest.

    (c)   "Award": An Option, Stock Appreciation Right or Other Stock-Based
           -----
          Award granted pursuant to the Plan.

    (d)   "Beneficial Owner": A "beneficial owner," as such term is defined in
           ----------------
          Rule 13d-3 under the Act (or any successor rule thereto).

    (e)   "Board": The Board of Directors of the Company.
           -----

    (f)   "Change of Control": (i) The sale or disposition, in one or a series
           -----------------
          of related transactions, of all, or substantially all, of the assets
          of the Company to any "person" or "group," as defined in Sections
          13(d)(3) or 14(d)(2) of the Act (other than Strategic and its
          Affiliates, Freeman Spogli and their affiliates or any group in which
          any of the foregoing is a member); or (ii) any person or group (other
          than Strategic and its Affiliates, Freeman Spogli and their affiliates
          or any group in which any of the foregoing is a member) is or becomes
          the Beneficial Owner, directly or indirectly, of more than 50% of the
          total voting power of the voting stock of the Company (including by
          way of merger, consolidation or otherwise) and the representatives of
          Strategic and its affiliates, Freeman Spogli and their affiliates or
          any group in which any of the foregoing is a member, individually or
          in the aggregate, cease to have the ability to elect a majority of the
          Board (for the purposes of this clause (ii), a member of a group will
          not be considered to be the Beneficial Owner of the securities owned
          by other members of the group).
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    (g)   "Code": The Internal Revenue Code of 1986, as amended, or any
           ----
          successor thereto.

    (h)   "Committee": The Board, or any committee of the Board designated by
           ---------
          the Board to administer this Plan.

    (i)   "Company": CBRE Holding, Inc., a Delaware corporation.
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    (j)   "Effective Date": The date the Board approves the Plan, or such later
           --------------
          date as is designated by the Board.

    (k)   "Employment": (i) A Participant's employment if the Participant is an
           ----------
          employee of the Company or any of its Affiliates, (ii) a Participant's
          services as a consultant, if the Participant is a consultant to the
          Company or its Affiliates and (iii) a Participant's services as an
          non-employee director, if the Participant is a non-employee member of
          the Board.

    (l)   "Fair Market Value": On a given date, (i) if there should be a public
           -----------------
          market for the Shares on such date, the arithmetic mean of the high
          and low prices of the Shares as reported on such date on the composite
          tape of the principal national securities exchange on which such
          Shares are listed or admitted to trading, or, if the Shares are not
          listed or admitted on any national securities exchange, the arithmetic
          mean of the per Share closing bid price and per Share closing asked
          price on such date as quoted on the National Association of Securities
          Dealers Automated Quotation System (or such market in which such
          prices are regularly quoted) (the "NASDAQ"), or, if no sale of Shares
                                             ------
          shall have been reported on the composite tape of any national
          securities exchange or quoted on the NASDAQ on such date, then the
          immediately preceding date on which sales of the Shares have been so
          reported or quoted shall be used, and (ii) if there should not be a
          public market for the Shares on such date, the Fair Market Value shall
          be the value established by the Committee in good faith.

    (m)   "Freeman Spogli": FS Equity Partners III, L.P. and FS Equity Partners
           --------------
          International, L.P., collectively.

    (n)   "ISO": An Option that is also an incentive stock option granted
           ---
          pursuant to Section 6(d) of the Plan.

    (o)   "LSAR": A limited stock appreciation right granted pursuant to Section
           ----
          7(d) of the Plan.

    (p)   "Offerings": The offerings by the Company of Shares pursuant to the
           ---------
          Registration Statement on Form S-1 first filed with the Securities and
          Exchange Commission on April 24, 2001.

    (q)   "Other Stock-Based Awards": Awards granted pursuant to Section 8 of
           ------------------------
          the Plan.
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    (r)   "Option": A stock option granted pursuant to Section 6 of the Plan.
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    (s)   "Option Price": The purchase price per Share of an Option, as
           ------------
          determined pursuant to Section 6(a) of the Plan.

    (t)   "Participant": An employee, director or consultant who is selected by
           -----------
          the Committee to participate in the Plan.

    (u)   "Person": A "person", as such term is used for purposes of Section
           ------
          13(d) or 14(d) of the Act (or any successor sections thereto).

    (v)   "Plan":  The 2001 CBRE Holding, Inc. Stock Incentive Plan.
           ----

    (w)   "Shares": Shares of Class A Common Stock, par value $.01 per share, of
           ------
          the Company.

    (x)   "Stock Appreciation Right": A stock appreciation right granted
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          pursuant to Section 7 of the Plan.

    (y)   "Strategic":  RCBA Strategic Partners, L.P., a Delaware limited
           ---------
          partnership.

    (z)   "Subscription Agreement": any of the subscription agreements entered
           ----------------------
          into between the Company and the individuals identified therein in
          connection with the Offerings.

    (aa)  "Subsidiary": A subsidiary corporation, as defined in Section 424(f)
           ----------
          of the Code (or any successor section thereto).

3.  Shares Subject to the Plan

          The total number of Shares which may be issued under the Plan is
________. The maximum number of Shares for which Options and Stock Appreciation
Rights may be granted during a calendar year to any Participant shall be
________. The Shares may consist, in whole or in part, of unissued Shares or
treasury Shares. The issuance of Shares or the payment of cash upon the
exercise of an Award or in consideration of the cancellation or termination of
an Award shall reduce the total number of Shares available under the Plan, as
applicable. Shares which are subject to Awards which terminate or lapse without
the payment of consideration may be granted again under the Plan.

4.  Administration

          The Plan shall be administered by the Committee, which may delegate
its duties and powers in whole or in part to any subcommittee thereof consisting
solely of at least two individuals who, during any period when the Company and
this Plan are subject to the provisions of Section 162(m) of the Code and
Section 16 of the Act, are intended to qualify as "Non-Employee Directors"
                                                   ----------------------
within the meaning of Rule 16b-3 under the Act (or any successor rule thereto)
and "outside directors" within the meaning of Section 162(m) of the Code (or any
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successor section thereto). Options may, in the discretion of the Committee, be
granted under the Plan in substitution for outstanding options previously
granted by the Company or its affiliates or a company acquired by the Company or
with which the Company combines. The number of Shares underlying such substitute
options shall be counted against the aggregate number of Shares available for
Options under the Plan. The Committee is authorized to interpret the Plan, to
establish, amend and rescind any rules and regulations relating to the Plan, and
to make any other determinations that it deems necessary or desirable for the
administration of the Plan. The Committee may correct any defect or supply any
omission or reconcile any inconsistency in the Plan in the manner and to the
extent the Committee deems necessary or desirable. Any decision of the Committee
in the interpretation and administration of the Plan, as described herein, shall
lie within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors). The Committee shall have the full power
and authority to establish the terms and conditions of any Option consistent
with the provisions of the Plan and to waive any such terms and conditions at
any time (including, without limitation, accelerating or waiving any vesting
conditions). The Committee shall require payment of any amount it may determine
to be necessary to withhold for federal, state, local or other taxes as a result
of the exercise of an Option. Unless the Committee specifies otherwise, the
Participant may elect to pay a portion or all of such withholding taxes, but in
no event greater than the Company's minimum statutory rate (based on both the
federal and state rates), by (a) delivery in Shares or (b) having Shares
withheld by the Company from any Shares that would have otherwise been received
by the Participant.

5.  Limitations

          No Award may be granted under the Plan after the tenth anniversary of
the Effective Date, but Awards theretofore granted may extend beyond that date.

6.  Terms and Conditions of Options

          Options granted under the Plan shall be, as determined by the
Committee, non-qualified or incentive stock options for federal income tax
purposes, as evidenced by the related Award agreements, and shall be subject to
the foregoing and the following terms and conditions and to such other terms and
conditions, not inconsistent therewith, as the Committee shall determine:

    (a)   Option Price.  The Option Price per Share shall be determined by the
          ------------
          Committee at the time of grant and shall be set forth in an Award
          Agreement; provided, however, that the exercise price per share shall
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          not be less than eighty-five percent (85%) of the Fair Market Value
          per Share on the date of grant; provided, further, that if the
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          Participant is a 10% Stockholder, then the Option Price per share
          shall not be less than one hundred ten percent (110%) of the Fair
          Market Value per Share on the date of grant.

    (b)   Exercisability. Options granted under the Plan shall be exercisable at
          --------------
          such time and upon such terms and conditions as may be determined by
          the Committee. In
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          no event, however, shall the Committee impose a vesting schedule that
          is more restrictive than twenty percent (20%) per year, with the
          initial vesting to occur not later than one (1) year after the date of
          grant; provided, further, that such limitation shall not be applicable
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          to any Participants who are officers of the Company, nonemployee
          directors or consultants. Notwithstanding the foregoing, in no event
          shall an Option be exercisable more than ten years after the date it
          is granted.

    (c)   Exercise of Options. Except as otherwise provided in the Plan or in an
          -------------------
          Award Agreement, an Option may be exercised for all, or from time to
          time any part, of the Shares for which it is then exercisable. For
          purposes of this Section 6, the exercise date of an Option shall be
          the later of the date a notice of exercise is received by the Company
          and, if applicable, the date payment is received by the Company
          pursuant to clauses (i), (ii) or (iii) in the following sentence. The
          purchase price for the Shares as to which an Option is exercised shall
          be paid to the Company in full at the time of exercise at the election
          of the Participant (i) in cash or its equivalent (e.g., by check),
          (ii) in Shares having a Fair Market Value equal to the aggregate
          Option Price for the Shares being purchased and satisfying such other
          requirements as may be imposed by the Committee; provided, that such
                                                           --------
          Shares have been held by the Participant for no less than six months
          (or such other period as established from time to time by the
          Committee in order to avoid adverse accounting treatment applying
          generally accepted accounting principles), (iii) partly in cash and
          partly in such Shares or (iv) if there should be a public market for
          the Shares at such time, subject to such rules as may be established
          by the Committee, through the delivery of irrevocable instructions to
          a broker to sell Shares obtained upon the exercise of the Option and
          to deliver promptly to the Company an amount out of the proceeds of
          such sale equal to the aggregate Option Price for the Shares being
          purchased. No Participant shall have any rights to dividends or other
          rights of a stockholder with respect to Shares subject to an Option
          until the Participant has given written notice of exercise of the
          Option, paid in full for such Shares and, if applicable, has satisfied
          any other conditions imposed by the Committee pursuant to the Plan.

    (d)   ISOs. The Committee may grant Options under the Plan that are intended
          ----
          to be ISOs. Such ISOs shall comply with the requirements of Section
          422 of the Code (or any successor section thereto). No ISO may be
          granted to any Participant who at the time of such grant, owns more
          than ten percent of the total combined voting power of all classes of
          stock of the Company or of any Subsidiary (a "10% Stockholder"),
                                                        ---------------
          unless (i) the Option Price for such ISO is at least 110% of the Fair
          Market Value of a Share on the date the ISO is granted and (ii) the
          date on which such ISO terminates is a date not later than the day
          preceding the fifth anniversary of the date on which the ISO is
          granted. Any Participant who disposes of Shares acquired upon the
          exercise of an ISO either (x) within two years after the date of grant
          of such ISO or (y) within one year after the transfer of such Shares
          to the Participant, shall notify the Company of such disposition and
          of the amount
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          realized upon such disposition. All Options granted under the Plan are
          intended to be nonqualified stock options, unless the applicable Award
          Agreement expressly states that the Option is intended to be an ISO.
          If an Option is intended to be an ISO, and if for any reason such
          Option (or portion thereof) shall not qualify as an ISO, then, to the
          extent of such nonqualification, such Option (or portion thereof)
          shall be regarded as a nonqualified stock option granted under the
          Plan; provided that such Option (or potion thereof) otherwise complies
                --------
          with the Plan's requirements relating to nonqualified stock options.
          In no event shall any member of the Committee, the Company or any of
          its Affiliates (or their respective employees, officers or directors)
          have any liability to any Participant (or any other Person) due to the
          failure of an Option to qualify for any reason as an ISO.

    (e)   Attestation. Wherever in this Plan or any agreement evidencing an
          -----------
          Award a Participant is permitted to pay the exercise price of an
          Option or taxes relating to the exercise of an Option by delivering
          Shares, the Participant may, subject to procedures satisfactory to the
          Committee, satisfy such delivery requirement by presenting proof of
          beneficial ownership of such Shares, in which case the Company shall
          treat the Option as exercised without further payment and shall
          withhold such number of Shares from the Shares acquired by the
          exercise of the Option.

7.  Terms and Conditions of Stock Appreciation Rights

    (a)   Grants. The Committee also may grant (i) a Stock Appreciation Right
          ------
          independent of an Option or (ii) a Stock Appreciation Right in
          connection with an Option, or a portion thereof. A Stock Appreciation
          Right granted pursuant to clause (ii) of the preceding sentence (A)
          may be granted at the time the related Option is granted or at any
          time prior to the exercise or cancellation of the related Option, (B)
          shall cover the same number of Shares covered by an Option (or such
          lesser number of Shares as the Committee may determine) and (C) shall
          be subject to the same terms and conditions as such Option except for
          such additional limitations as are contemplated by this Section 7 (or
          such additional limitations as may be included in an Award agreement).

    (b)   Terms. The exercise price per Share of a Stock Appreciation Right
          -----
          shall be an amount determined by the Committee but in no event shall
          such amount be less than the greater of (i) the Fair Market Value of a
          Share on the date the Stock Appreciation Right is granted or, in the
          case of a Stock Appreciation Right granted in conjunction with an
          Option, or a portion thereof, the Option Price of the related Option
          and (ii) the minimum amount permitted by applicable laws, rules, by-
          laws or policies of regulatory authorities or stock exchanges. Each
          Stock Appreciation Right granted independent of an Option shall
          entitle a Participant upon exercise to an amount equal to (x) the
          excess of (A) the Fair Market Value on the exercise date of one Share
          over (B) the exercise price per Share, times (y) the number of Shares
          covered by the Stock Appreciation Right.
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          Each Stock Appreciation Right granted in conjunction with an Option,
          or a portion thereof, shall entitle a Participant to surrender to the
          Company the unexercised Option, or any portion thereof, and to receive
          from the Company in exchange therefore an amount equal to (1) the
          excess of (A) the Fair Market Value on the exercise date of one Share
          over (B) the Option Price per Share, times (2) the number of Shares
          covered by the Option, or portion thereof, which is surrendered. The
          date a notice of exercise is received by the Company shall be the
          exercise date. Payment shall be made in Shares or in cash, or partly
          in Shares and partly in cash (any such Shares valued at such Fair
          Market Value), all as shall be determined by the Committee. Stock
          Appreciation Rights may be exercised from time to time upon actual
          receipt by the Company of written notice of exercise stating the
          number of Shares with respect to which the Stock Appreciation Right is
          being exercised. No fractional Shares will be issued in payment for
          Stock Appreciation Rights, but instead cash will be paid for a
          fraction or, if the Committee should so determine, the number of
          Shares will be rounded downward to the next whole Share.

    (c)   Limitations. The Committee may impose, in its discretion, such
          -----------
          conditions upon the exercisability or transferability of Stock
          Appreciation Rights as it may deem fit.

    (d)   Limited Stock Appreciation Rights. The Committee may grant LSARs that
          ---------------------------------
          are exercisable upon the occurrence of specified contingent events.
          Such LSARs may provide for a different method of determining
          appreciation, may specify that payment will be made only in cash and
          may provide that any related Awards are not exercisable while such
          LSARs are exercisable. Unless the context otherwise requires, whenever
          the term "Stock Appreciation Right" is used in the Plan, such term
                    ------------------------
          shall include LSARs.

8.  Other Stock-Based Awards

    The Committee, in its sole discretion, may grant or sell Awards of Shares,
    Awards of restricted Shares and Awards that are valued in whole or in part
    by reference to, or are otherwise based on the Fair Market Value of, Shares
    ("Other Stock-Based Awards"). Such Other Stock-Based Awards shall be in such
      ------------------------
    form, and dependent on such conditions, as the Committee shall determine,
    including, without limitation, the right to receive, or vest with respect
    to, one or more Shares (or the equivalent cash value of such Shares) upon
    the completion of a specified period of service, the occurrence of an event
    and/or the attainment of performance objectives. Other Stock-Based Awards
    may be granted alone or in addition to any other Awards granted under the
    Plan. Subject to the provisions of the Plan, the Committee shall determine
    to whom and when Other Stock-Based Awards will be made; the number of Shares
    to be awarded under (or otherwise related to) such Other Stock-Based Awards;
    whether such Other Stock-Based Awards shall be settled in cash, Shares or a
    combination of cash and Shares; and all other terms and conditions of such
    Awards (including, without limitation, the vesting provisions
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    thereof and provisions ensuring that all Shares so awarded and issued shall
    be fully paid and non-assessable).

9.  Adjustments Upon Certain Events

          Notwithstanding any other provisions in the Plan to the contrary, the
following provisions shall apply to all Awards granted under the Plan:

    (a)   Generally. In the event of any change in the outstanding Shares after
          ---------
          the Effective Date by reason of any Share dividend or split,
          reorganization, recapitalization, merger, consolidation, spin-off,
          combination or transaction or exchange of Shares or other corporate
          exchange, or any distribution to shareholders of Shares other than
          regular cash dividends or any transaction similar to the foregoing,
          the Committee in its sole discretion and without liability to any
          person may make such substitution or adjustment, if any, as it deems
          to be equitable, as to (i) the number or kind of Shares or other
          securities issued or reserved for issuance pursuant to the Plan or
          pursuant to outstanding Awards, (ii) the maximum number of Shares for
          which Options or Stock Appreciation Rights may be granted during a
          calendar year to any Participant, (iii) the Option Price or exercise
          price of any Stock Appreciation Right and/or (iv) any other affected
          terms of such Awards.

    (b)   Change of Control. In the event of a Change of Control after the
          -----------------
          Effective Date, (i) any outstanding Awards then held by Participants
          which are unvested or otherwise unexercisable shall automatically be
          deemed vested or otherwise exercisable, as the case may be, as of
          immediately prior to such Change of Control and (ii) the Committee
          may, but shall not be obligated to, (A) cancel such Awards for fair
          value (as determined in the sole discretion of the Committee) which,
          in the case of Options and Stock Appreciation Rights, may equal the
          excess, if any, of the Fair Market Value of the Shares subject to such
          Options or Stock Appreciation Rights over the aggregate exercise price
          of such Options or Stock Appreciation Rights or (B) provide for the
          issuance of substitute Awards that will substantially preserve the
          otherwise applicable terms of any affected Awards previously granted
          hereunder as determined by the Committee in its sole discretion.

10.  No Right to Employment or Awards

          The granting of an Award under the Plan shall impose no obligation on
the Company or any Subsidiary to continue the Employment of a Participant and
shall not lessen or affect the Company's or Subsidiary's right to terminate the
Employment of such Participant. No Participant or other Person shall have any
claim to be granted any Award, and there is no obligation for uniformity of
treatment of Participants, or holders or beneficiaries of Awards. The terms and
conditions of Awards and the Committee's determinations and interpretations with
respect thereto need not be the same with respect to each Participant (whether
or not such Participants are similarly situated).
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11.  Successors and Assigns

          The Plan shall be binding on all successors and assigns of the Company
and a Participant, including without limitation, the estate of such Participant
and the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant's creditors.

12.  Nontransferability of Awards

          Unless otherwise determined by the Committee, an Award shall not be
transferable or assignable by the Participant otherwise than by will or by the
laws of descent and distribution. An Award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant.

13.  Amendments or Termination

          The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which, (a) without the approval of
the shareholders of the Company, would (except as is provided in Section 9 of
the Plan), increase the total number of Shares reserved for the purposes of the
Plan or change the maximum number of Shares for which Awards may be granted to
any Participant or (b) without the consent of a Participant, would diminish any
of the rights of the Participant under any Award theretofore granted to such
Participant under the Plan; provided, however, that the Committee may amend the
                            --------  -------
Plan in such manner as it deems necessary to permit the granting of Awards
meeting the requirements of the Code or other applicable laws.

14.  Choice of Law

          The Plan shall be governed by and construed in accordance with the
laws of the State of Delaware.

15.  Effectiveness of the Plan

          The Plan shall be effective as of the Effective Date.

16.  Subscription Agreements

          Awards granted under the Plan shall be subject to the terms and
provisions of the Subscription Agreement applicable to the Participant. The
terms and provisions of the Subscription Agreement applicable to a Participant
as it may be amended from time to time are hereby incorporated herein by
reference. In the event of a conflict between any term or provision contained
herein or any Award Agreement and any terms and provisions of a Subscription
Agreement applicable to a Participant, the applicable terms and provisions of
the Subscription Agreement will govern and prevail.