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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). 


        (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. 


        (j)    "Effective Date": The date the Board approves the Plan, or such later
date as is designated by the Board. 



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        (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. 


        (r)  "Option": A stock option granted pursuant to Section 6 of the
Plan. 


        (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 pursuant
to Section 7 of the Plan. 


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


        (z)  "Subscription Agreement": Any subscription agreement between the Company
and any Participant (a) which is entered into in connection with the Offerings or (b) which purports to be a "Subscription Agreement" for the purposes of the Plan and is entered into
subsequent to the Offerings. 


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



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        3.    Shares Subject to the Plan    



        The
total number of Shares that may be issued under the Plan is 6,500,000. 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 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
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
Participant is a 10% Stockholder, then the 



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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 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 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 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. 



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        (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. 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. 



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        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 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.    Award and Subscription Agreements    


        Awards
granted under the Plan shall be subject to such additional terms and provisions as the Committee may approve, which terms and provisions will be set forth in an Award Agreement
with the applicant Participant. The Committee may also require that Shares acquired under the Plan upon the exercise of any Options be subject to the terms and provisions of a Subscription Agreement.
The terms and provisions of any such Award Agreement or Subscription Agreement, as amended from time to time and applicable to any Participant, 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. 


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Exhibit 10.1


2001 CBRE HOLDING, INC. STOCK INCENTIVE PLAN