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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
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