2004 Performance Bonus Plan



 Exhibit 10.2 
  
 CB RICHARD ELLIS REALTY TRUST 
 2004 PERFORMANCE BONUS PLAN 
  

	1.	Purpose of the Plan 

  
 The Plan is intended to advance the interests of the Company by providing an opportunity to selected employees of the Company to earn bonuses, and to
encourage and motivate them to achieve superior operating results for CB Richard Ellis Realty Trust. The Plan is effective as of June 16, 2004. 
  

	2.	Definitions 

  
 As used in this Plan, the following definitions apply: 
  
 “Board” means the Board of Directors of the CB Richard Ellis Realty Trust. 
  
 “Bonus” means the bonus to which a Key Employee is entitled under a bonus arrangement established by the Committee
under the Plan. 
  
 “Code” means the Internal Revenue
Code of 1986, as amended. 
  
 “Committee” means the
Compensation Committee of the Board. 
  
 “Company” means
CB Richard Ellis Realty Trust, a Maryland trust. 
  
 “Key
Employee” means an officer or other employee of the Company whose position and responsibilities, in the judgment of the Committee, enable the employee to have a significant impact on the operating results of the Company. 
  
 “Performance Period” means each applicable fiscal year of the
Company, or such other period as the Committee may determine. 
  
 “Plan” means this CB Richard Ellis Realty Trust 2004 Performance Bonus Plan, as the same may be amended from time to time. 
  
 “Subsidiary” means any corporation (other than the Company), partnership or other entity at least 50% of the economic interest in the equity of
which is owned by the Company or by another subsidiary. 
  
 “Termination of Service” means a Key Employee’s termination of employment or other service, as applicable, with the Company. Cessation of service as an officer, employee, director or consultant shall not be treated as a
Termination of Service if the Key Employee continues without interruption to serve thereafter in another one (or more) of such other capacities. 
  

	3.	Bonuses – In General 

  
 Eligibility from among Key Employees shall be determined by the Committee. The Committee may determine the Bonus a Key Employee will receive with regard
to a Performance Period or other period. Subject to the provisions of the Plan, the Committee shall (i) determine and designate from time to time those Key Employees to whom Bonuses are to be granted; (ii) determine, consistently with the
Plan, the amount of the Bonus to be granted to any Key Employee for any Performance Period; and (iii) determine, consistently with the Plan, the terms and conditions of each Bonus. Bonuses may be so awarded by the Committee prior to the
commencement of, during or after any Performance Period. 










	4.	Amount of Awards 

  
 (a) Each Key Employee’s Bonus shall be based on corporate factors or individual factors (or a combination of both) selected before the end of the
applicable Performance Period by the Committee. No bonus shall exceed 200% of the Key Employee’s aggregate annual salary for the Performance Period. The Committee may provide for partial Bonus payments at target and other levels. The Committee
may provide for partial Bonus payments at target and other levels. The Committee may allocate portions of the Bonus to specified indexed factors. Corporate performance hurdles for any Bonuses may be adjusted by the Committee in its discretion to
reflect (i) dilution from corporate acquisitions and share offerings and (ii) changes in applicable accounting rules and standards. 
  
 (b) The Committee may determine that Bonuses shall be paid in cash or shares (or other equity-based grants), or a combination thereof. The Committee may
provide that any such shares or equity-based grants be made under the CB Richard Ellis Realty Trust 2004 Equity Incentive Plan (the “EIP”) or any other equity-based plan or program of the Company and, notwithstanding any provision of the
Plan to the contrary, in the case of any such grant, the grant shall be governed in all respects by the EIP or such other plan or program of the Company. 
  
 (c) The Committee may provide for programs under which the payment of Bonuses may be deferred at the election of the Key Employee. 
  

	5.	Termination of Employment 

  
 Unless otherwise determined by the Committee, no Bonus payments shall be made to any Key Employee who is not employed on the date payment is to be made;
provided that no Bonus shall be made in any event to a Key Employee who is terminated for “Cause.” For these purposes, Cause shall mean, unless otherwise provided in the grantee’s award agreement, (i) engaging in (A) willful
or gross misconduct or (B) willful or gross neglect; (ii) repeatedly failing to adhere to the directions of superiors or the Board or the written policies and practices of the Company or its Subsidiaries or its affiliates; (iii) the
commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical business conduct, or any crime involving the Company or its Subsidiaries, or any affiliate thereof; (iv) fraud, misappropriation or embezzlement;
(v) a material breach of the Key Employee’s employment agreement (if any) with the Company or its Subsidiaries, or any affiliate thereof; (vi) acts or omissions constituting a material failure to perform substantially and adequately
the duties assigned to the Key Employee; (vii) any illegal act detrimental the Company or its Subsidiaries, or any affiliate thereof; or (viii) repeated failure to devote substantially all of the Key Employee’s business time and
efforts to the Company or its Subsidiaries or its affiliates if required by the Key Employee’s employment agreement; provided, however, that, if at any particular time the Key Employee is subject to an effective employment agreement with the
Company, then, in lieu of the foregoing definition, “Cause” shall at that time have such meaning as may be specified in such employment agreement. 
  

	6.	Administration of the Plan; Amendment and Termination 

  
 (a) The Plan shall be administered by the Committee. 
  
 (b) The Committee will have full power to construe, interpret and administer the Plan and to amend and rescind the rules and regulations for its
administration, with such interpretations to be conclusive and binding on all persons and otherwise accorded the maximum deference permitted by law. In the event of any dispute or disagreement as to the interpretation of the Plan or of any rule,
regulation or procedure, or as to any question, right or obligation arising from or related to the Plan, the decision of the Committee shall be final and binding upon all persons. 
  
 (c) The Committee will have discretion to determine whether a Bonus is established for particular Key Employees. The
Committee’s decisions and determinations under the Plan need not be 

  

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uniform and may be made selectively among Key Employees, whether or not such Key Employees are similarly situated. 
  
 (d) No Key Employee shall have any claim to a Bonus until it is actually
granted under the Plan. To the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company. All payments provided for
under the Plan shall be paid in cash from the general funds of the Company. The Plan does not create a fiduciary relationship between the Board or Committee on one hand, and employees, their beneficiaries or any other persons on the other.

  
 (e) The Board or the Committee may, at any time, amend or
terminate the Plan. No amendment to or termination of the Plan may affect any Key Employee’s right to receive a Bonus which, before the amendment or termination, has been earned by the Key Employee and is payable without any contingency or
other further action, unless the Key Employee consents to the change. 
  
 (f) In the case of any grant intended to qualify as performance based compensation under Section 162(m) of the Code (including, for these purposes, grants constituting performance based compensation, as determined without regard to
certain shareholder approval and disclosure requirements by virtue of an applicable transition rule), the Committee shall establish goals intended to be performance goals as contemplated by Section 162(m) and the regulations thereunder.

  

	7.	Beneficiaries 

  
 Each Key Employee shall designate a beneficiary to receive such Key Employee’s Bonus, if any, in the event of death. In the event of a failure to
designate a beneficiary, amounts, if any, so payable to a Key Employee in the event of death shall be payable to the estate of such Key Employee. The last designation received by the Company shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless received by the Company prior to the Key Employee’s death, and in no event shall it be effective as of a date prior to such receipt. If no such beneficiary designation is
in effect at the time of a Key Employee’s death, or if no designated beneficiary survives the Key Employee or if such designation conflicts with law, the Key Employee’s estate shall be entitled to receive the amounts, if any, payable under
the Plan upon his or her death. If the Company is in doubt as to the right of any person to receive such amounts, the Company may retain such amounts, without liability for any interest thereon, until the Company determines the rights thereto, or
the Company may pay such amounts into any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Company therefor. No rights to Bonuses granted hereunder shall be transferable by a Key Employee
otherwise than by will or the laws of descent and distribution. 
  

	8.	Miscellaneous 

  
 (a) The Company may cause to be made, as a condition precedent to the payment of any Bonus, or otherwise, appropriate arrangements with the Key Employee
or his or her beneficiary for the withholding of any federal, state, local or foreign taxes. 
  
 (b) Nothing in the Plan and no award of any Bonus which is payable immediately or in the future (whether or not future payments may be forfeited), will give any Key Employee a right to continue to be an employee of
the Company or in any other way affect the right of the Company to terminate the employment of any Key Employee at any time. 
  
 (c) All elections, designations, requests, notices, instructions and other communications from a Key Employee, beneficiary or other person, required or
permitted under the Plan, shall be in such form as is prescribed from time to time by the Committee. 
  

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 (d) In the event that the Company’s fiscal year is changed, the Committee may make such adjustments
to the Plan, as he or she may deem necessary or appropriate to effectuate the intent of the Plan. All such adjustments, without the need for Plan amendment, shall be effective and binding for all Bonuses and otherwise for all purposes of the Plan.

  
 (e) The use of captions in this Plan is for convenience. The
captions are not intended to provide substantive rights. 
  

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