Exhibit
10.3


EXECUTION
COPY


FIRST
AMENDMENT

TO THE

TRAMMELL CROW COMPANY SEVERANCE PAY POLICY


THIS FIRST AMENDMENT (this “Amendment”) to the Trammell Crow Company
Severance Pay Policy, a copy of which is attached hereto as Exhibit A (the “Policy”),
is effective as of this 30th day of October, 2006
(the “Effective Date”), and is made by Trammell Crow Company, a Delaware
corporation (the “Company”).


W I T N E S S E
T H:


WHEREAS, the Company adopted and maintains the Policy for the purpose of
providing eligible employees with temporary financial assistance during periods
of unemployment;


WHEREAS, the Company is considering
entering into an Agreement and Plan of Merger,
dated October 30, 2006, by and among the Company, CB Richard Ellis Group, Inc.
(“Parent”), and A-2 Acquisition Corp. (the “Merger Agreement”,
and the transaction contemplated therein, the “Merger”);


WHEREAS, the
Board of Directors of the Company (the “Board”) recognizes that the
Merger may be a distraction to the Company’s employees, may cause the Company’s
employees to consider alternative employment opportunities, and/or may
negatively affect the continued dedication and efforts of the Company’s
employees during the critical transition period beginning the date on which the
Merger Agreement is signed or announced and ending on the one-year anniversary
of the Closing (as defined in the Merger Agreement) (the “Transition Period”);


WHEREAS, as a
means of encouraging the continued dedication and efforts of the Company’s
employees during the Transition Period, the Board has determined that it is in
the best interests of the Company to amend the Policy to provide that,
effective for the period beginning as of the Closing and ending on the one-year
anniversary of the Closing, in the event an employee is terminated and is
eligible to receive enhanced severance pay under the Policy, such employee will
receive an amount equal to 150% of the amount he or she
would otherwise receive under the Policy, but for this Amendment; and


WHEREAS, the Amendment
and Termination section of the Policy provides that the Board may
amend the Plan at any time and for any reason.


NOW, THEREFORE, the Policy is hereby amended
effective as of the Effective Date as follows:


1.             The
first sentence of the Eligibility
section of the Policy is amended and restated in its entirety to read as
follows:


If
you are an eligible employee (as defined below) of Trammell Crow Company or a
subsidiary thereof (collectively TCC) and you are involuntarily terminated by 









 



TCC
or any successor(s) thereto, you will receive severance pay as provided in, and
subject to, the terms of this Severance Pay policy.


2.             The third sentence of the Eligibility section of the Policy is amended and restated in
its entirety to read as follows:


You
are an “eligible employee” if (a) you are a regular, full-time or part-time TCC
employee*, (b) you work at least 20 hours per week, and (c) your employment
with TCC is terminated by TCC or a successor thereto for one of the following
reasons:


·                                          A
reduction in work force;


·                                          Your
position is eliminated, or your department is reorganized;


·                                          You
fail to meet the requirements of your job despite a demonstrated effort and
willingness to perform (i.e., your skills do not match the requirements of the
job, but there has been no misconduct);


·                                          Your
position is relocated to a TCC office that would increase your current
commuting distance by more than twenty-five (25) miles;


·                                          You
are able to return to work from a family or medical leave of absence (of 6
months or less), and your last position, or a reasonably comparable position
for which you are qualified, is not available; or


·                                          Notwithstanding
anything in this Severance Pay policy to the contrary, your employment is
involuntarily terminated, other than for cause, during the Transition Period (as
defined in the Supplemental Severance Pay section below).


* 
A regular employee is hired as a full-time or part-time employee.  Employees hired on a temporary basis or to
work on a specific project are not eligible for severance pay when their
temporary employment ends.  “Commission-only”
employees are not typically eligible for severance pay.  Employees of entities for which TCC provides
administrative services, but which are not otherwise affiliated with
TCC, are not eligible for severance pay.


3.             The
Maximum Severance Pay subsection of the Amount Of
Severance Pay section of the Policy is amended and restated in its
entirety to read as follows:


Maximum
Severance Pay:


·                                          Full-time
employees will receive no more than 36 weeks base pay plus Supplemental Severance
Pay (as defined below), if applicable.



 2
 






 



4.             The
Policy is amended to
add the following new section immediately prior to the Method of
Payment section:


Supplemental Severance Pay


Notwithstanding
anything herein to the contrary, if during the Transition Period (as defined
below) you become entitled to enhanced severance pay under this Severance Pay
policy, you shall
receive an additional amount (“Supplemental Severance Pay”) equal to 50% of the
enhanced severance pay you are entitled to under this Severance Pay
policy.  For purposes of the foregoing,
the “Transition Period” is the period beginning immediately prior to the
Closing (as defined in the Agreement and Plan of Merger, dated
October 30, 2006, by and among Trammell Crow Company, CB Richard Ellis Group,
Inc. (“Parent”), and A-2 Acquisition Corp.) and ending on the one-year anniversary of
the Closing.  The Supplemental Severance
Pay shall be paid in full in a lump sum as soon as administratively practicable
following the receipt by TCC or its successor of your signed written release.


5.             The Method of Payment section of the Policy is hereby amended
and restated in its entirety to read as follows:


During the Transition Period standard severance pay
shall be paid in full in a lump sum on the last day worked and enhanced
severance pay shall be paid as soon as administratively practicable following
receipt by TCC or its successor of your signed written release.  Severance pay payable other than during the
Transition Period is normally paid in full in a lump sum on the last day
worked; however, TCC reserves the right to make bi-weekly installments of such
severance pay on regular paydays.


6.             The second
paragraph of the Administration Of The Severance Pay Policy
section of the Policy is hereby amended to add the following as the first
paragraph thereto:


Employees eligible to receive severance pay or
Supplemental Severance Pay under this Severance Pay policy shall have full
rights to enforce the terms of this Severance Pay policy against TCC and any
successor.  In addition, the Severance
Pay policy shall be binding upon TCC, its successors and assigns.


7.             The Amendment and Termination
section of the Policy is hereby amended and restated in its entirety to read as
follows:


Prior to the Effective Time (as defined in the Merger Agreement), the TCC
Board of Directors may amend, modify, suspend, or terminate the Severance Pay
policy at any time and for any reason. 
After the Effective Time, but before the end of the Transition Period,
the Severance Pay policy cannot be amended, modified, suspended, discontinued, or
terminated, unless all former members of TCC’s board of directors then serving
on the board of directors of Parent consent. 
After the end
of the Transition Period, the Severance Pay policy may be amended, 



 3
 






 



modified,
suspended or terminated by the Board of Directors of Parent for any time and
for any reason.


NOW, THEREFORE, be it further provided that, except as provided
above, the Policy shall continue to be read in its current state; and


NOW, THEREFORE,
be it further provided that this Amendment shall terminate, and be of no force
or effect, upon the termination of the Merger Agreement in accordance with its
terms without consummation of the Merger.


IN WITNESS
WHEREOF, this First Amendment to the Company’s Severance Pay Policy has been
executed by a duly authorized officer of the Company as of the date specified
below and effective as of the Effective Date.


	
  

  	
   

  	
  TRAMMELL CROW COMPANY, a Delaware corporation

  
	
   

  	
   

  	
  By:

  	
  /s/ J. Christopher Kirk

  
	
   

  	
   

  	
  Name:

  	
  J. Christopher Kirk

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President

  
	
   

  	
   

  	
  Date:

  	
  October 30, 2006

  



 



 4














 


EXHIBIT
A



SEVERANCE PAY POLICY


Eligibility


If you are involuntarily terminated from the Trammell
Crow Company (hereinafter termed TCC) you may be eligible for severance
pay.  The purpose of severance pay is to
provide you with temporary financial assistance during periods of unemployment.


If you are a regular, full-time or part-time TCC
employee*, and you work at least 20 hours per week, you will be eligible for
severance pay if your employment is terminated by TCC for one of the following
reasons.


·                                          A
reduction in work force;


·                                          Your
position is eliminated, or your department is reorganized;


·                                          You
fail to meet the requirements of your job despite a demonstrated effort and
willingness to perform (i.e., your
skills do not match the requirements of the job, but there has been no
misconduct);


·                                          Your
position is relocated to a TCC office that would increase your current commuting distance by more than twenty-five (25)
miles;


·                                          You
are able to return to work from a family or medical leave of absence (of 6
months or less), and your last position, or a reasonably comparable position
for which you are qualified is not available.


*  A regular employee is hired as a full-time or
part-time employee.  Employees hired on a
temporary basis or to work on a specific project are not eligible for
severance pay when their temporary employment ends. “Commission-only” employees
are not typically eligible for severance pay.  Employees of entities for which TCC provides
administrative services, but which are not otherwise affiliated with
TCC, are not eligible for severance pay.


An employee is not eligible for severance pay if
he/she refuses continued employment, if he/she is terminated for cause, or if
the termination is voluntary.  For
example, severance pay is not available under the following
circumstances:


·                                          Your
position is eliminated and you refuse a transfer to another position in
TCC:  1) which has reasonably
comparable responsibilities; 2) that provides a base salary that is at least
90% of your current base salary; and/or 3) the location of the position does
not increase your current commuting distance by
more than twenty-five (25) miles;


·                                          Your
position is eliminated, you voluntarily interview, and subsequently accept an
offer of employment with a TCC affiliated employer;


·                                          You
are terminated by TCC for cause including, but not limited to, refusal to
perform your required job duties, for failure to follow TCC policies or
procedures, or for any other reason determined by the Plan Administrator to be
cause for dismissal;


·                                          You
voluntarily terminate your employment, which will include, but is not limited
to, failing to call in, or report to work for two (2) or more consecutive work
days, unless on an approved leave of absence.



 A-1
 






 



In addition to the eligibility provisions listed above,
the following guidelines will be applied to determine eligibility for severance
pay in connection with outsourcing, the sale of business assets, for
termination of management or a management contract, or for similar situations
in which you become employed by another entity in connection with your
termination of employment from TCC.


If Employment is
Lost Due To:


·                                          Your position
being outsourced to another employer or a TCC affiliated employer;


·                                          Termination
of (either full or partial), or amendment of a management contract;


·                                          The sale of
business assets; or


·                                          A similar
situation in which you become employed by another entity in connection with
your termination of employment with TCC;


You will be eligible for severance pay unless the
buyer or other successor to the contract/assets offers you a position with 1)
reasonably comparable responsibilities; 2) base salary equal to at least 90% of
your current base salary, and/or 3) the location of the position does not
increase your current commute distance by more than
25 miles.  If you refuse such an offer,
or accept any offer of employment with the new employer, buyer, or other
successor to the contract/assets, you will not be
entitled to severance pay.


See the ERISA section of this
manual, under the heading “Service Credit With Affiliated Employers” for a list
of affiliates.


Amount Of Severance Pay


The amount of severance pay you may be eligible for
will depend on whether you are a full-time or part-time employee.


Part-time
Employees:


Part-time employees working at least 20 hours per week
will receive two weeks base pay. 
However, if a full-time employee transfers to part-time status and is
involuntarily terminated within one year of this transfer, the employee will be
treated as a full-time employee for severance purposes.  The amount of severance pay will be
calculated according to the employee’s base pay and work schedule as a
part-time employee.


Full-time
Employees:


Standard Severance Pay


·                                          Full-time
employees will receive two weeks base pay;


Enhanced Severance Pay


·                                          Full-time
employees may receive enhanced severance pay in lieu of standard severance,
upon signing a written release.  A
standard form will be provided, as well as other documents and agreements as
may be required by the Plan Administrator.



 A-2
 






 



Severance payment is subject to
the maximum pay allowed as set forth below:


·              One
week base pay for each $10,000 of annual base pay, plus;


·                                          After
completion of three (3) years of service you are eligible for:

One week base pay for each completed year of employment with TCC, plus;


·                                          Service
premium for full-time employees with at least ten years of service with TCC,

according to the following schedule:


	
  Completed Years of Employment

  	
   

  	
   

  	
   

  	
  Service Premium

  	
   

  	
   

  
	
  10 but less than
  15

  	
   

  	
  One day base pay for
  each completed year of service

  
	
  15 but less than
  20

  	
   

  	
  Two days base pay for
  each completed year of service

  
	
  20 years or more

  	
   

  	
  Three days base pay for each completed year of
  service

  



 


·                                          Definition of Base Pay


·                                          For exempt
and non-exempt salaried employees, a week’s base pay is determined by dividing
annual base pay at the time of termination by 52.  A day’s base pay is determined by dividing
annual base pay by 260;


·                                          For employees
paid on an hourly basis, a week’s base pay is determined by multiplying the
hourly rate of pay at the time of termination, by the average number of
regularly scheduled hours the employee is expected to work each week during the
year.  A day’s base pay is determined by
multiplying the hourly rate of pay, by the average number of regularly
scheduled hours the employee is expected to work each workday during the year;


·                                          For employees
who are terminated for a reason making them eligible for severance pay during,
or upon their return from a leave of absence, unless otherwise required by law,
base pay will be the amount of pay in effect at the time the leave started;


·                                          For Brokerage
Services employees receiving base pay plus commission, base pay will be $50,000
for employees with three (3) years of service at the time of termination; and
$75,000 for employees with three (3) or more years of service at the time of
termination.


Example:


·                                          A
full-time salaried employee was hired on January 1, 1981, and was terminated on
February 1, 2000 because of the job elimination of his/her position.  TCC provides this employee with the option of
enhanced severance pay.  At the time of
termination, the employee’s annual base pay was $43,000.  The employee’s severance pay is calculated as
follows:



 A-3
 






 



 




	
  $43,000 base pay

  	
  =

  	
  4.3 weeks

  
	
  12 years service

  	
  =

  	
  12 weeks

  
	
  12 days service
  premium

  	
  =

  	
  2.4 weeks

  
	
  Total

  	
  =

  	
  18.7 weeks

  






 


Calculation: 
18.7 weeks x $827.00 (one week’s base pay) = $15,465.00 total
severance pay


Maximum Severance
Pay:


·                                          Full-time
employees will receive no more than 36 weeks base pay;


Re-employment
Provisions:


·                                          If
you terminate employment with TCC and are later rehired, your hire date for
calculating severance pay will be your date of rehire.


Method of Payment


Severance pay is normally paid in a lump sum on the
last day worked.  However, TCC reserves
the right to make bi-weekly installments of severance pay on regular
paydays.  TCC will withhold from
severance pay those amounts required by applicable law.


Administration Of The Severance Pay Policy


The Plan Administrator has full authority and
discretion to interpret the policy, supply omissions from, correct deficiencies
in, resolve ambiguities in the language of the policy, and make all
determinations relating to eligibility for, and amount of severance pay.


The Severance Pay policy is an employee welfare plan
subject to ERISA.  Your rights under
ERISA with respect to the Severance Pay policy and the ERISA claims procedure
are detailed in the ERISA section of the TCC Employee Manual, and are
incorporated into this policy by reference.


Amendment and Termination


Either the TCC Board of Directors or the TCC Benefits Committee
may amend, modify, suspend, or terminate the severance pay policy at any time
and for any reason.  However, the TCC
Benefits Committee may not  amend
or modify the Severance Pay policy in any manner that would materially increase
the cost of the policy to TCC.


 



 A-4