Exhibit 10.3
AMENDED AND RESTATED
CB RICHARD ELLIS ANNUAL MANAGEMENT BONUS PLAN
EFFECTIVE JANUARY 1, 1999
1. REWARDS FOR COMPANY PRODUCTIVITY
The CB Richard Ellis Annual Management Bonus Plan (the "Plan") was amended
and restated effective January 1, 1999 to read as set forth herein. The Plan
has been designed to reward and stimulate Participant effort toward successful
attainment of the CBRE Group's goals by directly tying the Participant's
compensation to CBRE Group and individual results achieved. The "CBRE Group"
consists of those entities which are directly or indirectly controlled by or
in control of or under common control with CB Richard Ellis Services, Inc.
CB Richard Ellis, Inc. administers the plan for the CBRE Group.
2. WHO IS ELIGIBLE?
Participants in the Plan will be selected by the Chief Executive Officer of
CB Richard Ellis Services, Inc. or his delegatee (the "CEO") except that the
Compensation Committee of the Board of Directors (the "Compensation
Committee") will select which, if any, executive officers for purposes of the
Securities Exchange Act of 1934, will participate. Eligibility for
participation will be limited to those employees of the CBRE Group whose
position affords the opportunity to materially affect the CBRE Group's overall
profitability. Participation begins on the first day of the month following
selection as a Participant.
3. HOW THE PLAN WORKS
A Participant is eligible for a bonus each year, based on the weighting of
three factors: (1) the consolidated "Earnings Before Taxes, Depreciation and
Amortization" or "EBTDA" of CB Richard Ellis Services, Inc., (2) performance
of the Participant's line of business or operating unit, and (3) the
Participant's individual performance.
The following is a general overview of the Plan:
a. In the beginning of each calendar year (or such other date as
participation commences), each Participant receives a Reference Point Award
(RPA). The RPA is the target bonus amount which is annually established based
on a Participant's position and the position's potential contribution to the
CBRE Group. For executive officers the RPA will be established by the
Compensation Committee of the Board of Directors.
b. EBTDA targets for the CBRE Group performance targets for each line of
business, and individual performance priorities are established at the
beginning of a calendar year (or such other date as participation commences)
for each Participant in order to measure his or her performance at the end of
a year. Each of the three factors (consolidated EBTDA, line of business
performance and personal performance) is weighted based on the Participant's
position with the total of the weightings equaling 100%. For example, for a
senior corporate executive in charge of a line of business the weighting might
be 40% CBRE Group performance, 40% line of business performance and 20%
individual performance. For executive officers all targets will be set by the
Compensation Committee of the Board of Directors. The Compensation Committee
sets the EBTDA targets for all Participants.
c. At the end of the calendar year each of the three factors is calculated
as follows:
(i) CB Richard Ellis Services, Inc. performance is measured against the
consolidated EBTDA target set by the Board's Compensation Committee at the
start of the year, with the factor established as follows:
Factor Example
------ -------
0-70% of target.............. 0 = 0% factor
70%-100% of target.......... 0%-100% pro rata 90% of target = 67% factor
100%-200% of target.......... 100%-300% pro rata 120% of target = 140% factor
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(ii) Line of business performance is measured against the target set by
the Chief Executive Officer (by the Compensation Committee in the case of
executive officers) at the start of the year with the same adjustments as
set out in 3(c) above.
(iii) Personal performance is measured against the written objectives
established at the start of the year by the CEO for everyone except
executive officers and by the Compensation Committee for executive
officers. This factor is capped at 100%.
d. The actual bonus payment is determined by multiplying each performance
factor, as adjusted in Section 3(c)(i) above, by the percentage weighting
assigned to it for the individual involved and then adding the three
percentages together. The total percentage is then multiplied by the
individual's RPA to get the bonus payable for the year.
Total bonuses are limited to 25% of CB Richard Ellis Services, Inc.'s
consolidated pre-tax, pre-bonus profitability after taking account of such
other senior management incentive payments as may be determined by the CEO. If
the total bonuses and incentives estimated to be paid are greater than 25%,
then bonuses will be adjusted as determined by the CEO (by the Compensation
Committee in the case of executive officers) so that actual bonuses paid meet
the 25% limit.
4. LINE OF BUSINESS PERFORMANCE
Line of business performance goals will vary with the nature of the business
and the objectives of the CBRE Group with respect to that business.
5. INDIVIDUAL PERFORMANCE PRIORITIES
Performance priorities for each individual will be established annually and
reviewed periodically. These will express important CBRE Group objectives in
each Participant's area of responsibility and will take into account such
considerations as the difficulty of achieving the task and the potential for
significantly exceeding or falling short of the performance priority due to
economic conditions. Individual performance priorities will be established so
that 100% achievement would be a truly outstanding performance which, while
potentially achievable, represents an appreciable challenge.
Each Participant will have a minimum of three and a maximum of six personal
performance priorities. The performance priorities will be in writing and each
will be individually weighted through agreement with the individual's manager
subject to approval by the CEO (by the Compensation Committee in the case of
executive officers).
At the end of the year, the extent to which the Participant has met his/her
individual performance priorities will be determined by the CEO or, in the
case of executive officers, the Compensation Committee. The result will be
utilized as one of the factors for determining the amount of bonus earned.
Achievement ratings on individual Performance Priorities may range from zero
to 100%.
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6. BONUS DETERMINATION PROCESS
The actual bonus payment earned by a Participant will be determined by
formula as described below:
Example:
Assume: RPA = $50,000 Factor Weighting: Company = 10%
L.O.B. = 50%
Individual Performance Priority = 40%
Company EBTDA target = $150 mill
Actual = $155 mill or 103%
L.O.B. target = $15 mill
Actual = $14 mill or 93%
Individual Performance Priorities actual = 90%
Calculations:
Company Target Factor
-------------- ------
(100% to 200% Adj. Factor)
$155 mill = 3% X 2 = 6%. 106% X 10% = 10.6%
$150 mill
L.O.B. Target
-------------
(70% to 100% Adj. Factor) (weight)
$14 mill = .93-.70 = .23 X 3.3 = .77 X 50% = 38.5%
$15 mill
Individual Target
-----------------
(weight)
.90 X .40 = 36.0%
-----
RAP Adjustment = 85.1%
Bonus = $50,000 X 85.1% = $42,550
7. CEO AWARDS
Additionally, exceptional achievement by a Participant may be rewarded with
a supplemental discretionary award, referred to as a "CEO Award." Such awards
may be authorized by the CEO in cases of exceptional and exceedingly deserving
circumstances. These supplemental awards will generally be made to recognize a
unique contribution to improved profitability (present or future) of the
Company. In any particular year, CEO Awards may, or may not, be granted
depending upon actual occurrences and the judgement of the CEO.
The CEO's Awards will not exceed $40,000 for any single individual or more
than an aggregate of $750,000 in any year for all Participants. Executive
officers are not eligible for CEO awards.
8. HOW BONUSES ARE PAID
It is CB Richard Ellis' intent that all bonuses earned will be paid in cash.
However, CB Richard Ellis reserves the right to distribute common stock in CB
Richard Ellis Services, Inc. or other non-cash forms of compensation in lieu
of cash in the event economic circumstances dictate such action. Subject to
management's final approval of bonus awards, bonuses will be distributed after
the end of the fiscal year and the completion of the Company's audit, usually
in late February. Federal and state income taxes and other required taxes will
be deducted from bonuses.
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9. EMPLOYEE TRANSFERS
If an employee transfers to a new position, he or she is eligible for a
bonus as follows:
. If the transfer is to a position that is not currently eligible for
participation in the Plan, the Participant will receive a prorated bonus
based on the number of full calendar months worked in the eligible
position.
. If the transfer (which could be in the form of a promotion) is to another
position which is eligible for the Executive Bonus Plan, the Participant
will receive a prorated bonus for each position based on the number of
full months worked in each position, and his or her ratings for each
position.
10. IF EMPLOYMENT STATUS CHANGES
If employment terminates during the year, eligibility for a bonus will
depend on the reason for the termination:
(a) General. If the termination is for any reason other than total and
permanent disability, retirement or death all rights to a bonus are forfeited
without regard to whether the Participant quits or is terminated with or
without cause.
(b) Retirement. If an employee retires at age 55 or older with at least 15
years of service with the CBRE Group or at age 65 or older regardless of years
of service and has participated in the Plan for at least six months of the
year, the bonus will be prorated based on the number of full months of
participation in the Plan. The prorated bonus will be paid at the time bonuses
are paid to all Participants. If participation in the Plan is for less than
six months during the year of retirement, the Participant is not eligible for
a bonus for that year.
(c) Death or total disability If a Participant dies during a year or is
totally and permanently disabled as defined in the CB Richard Ellis, Inc. Long
Term Disability Plan, the bonus will be prorated based on the number of full
months of participation in the Plan. The prorated bonus will be paid at the
time bonuses are paid to all Participants. In the case of death, payment will
be made to the beneficiary designated for group term life insurance or if
there is no such beneficiary to the Participant's estate.
11. AMENDMENT, TERMINATION AND INTERPRETATION
CB Richard Ellis Services, Inc. reserves the right at any time prior to
payment of the awards to review, interpret, alter, amend, or terminate
(discontinue) the Amended and Restated Annual Management Bonus Plan,
including, without limitation, the calculation and method of and eligibility
for award payments. This Plan does not constitute a contract of employment
(express or implied) or any other form of contract and cannot be relied upon
as such. This Plan does not alter the right of any member of the CBRE Group to
terminate an employee's employment with or without cause and regardless of due
process. The CEO's decision with respect to the interpretation of the Plan and
its application to any individual shall be conclusive and binding on all
persons involved, except that all such decisions with respect to executive
officers shall be made by the Compensation Committee.
12. MISCELLANEOUS
(a) Governing Law. The Plan and each option granted hereunder shall be
subject to and construed under the laws of the State of Delaware as though all
parties were residents of Delaware.
(b) Arbitration. Any and all disputes with respect to the Plan or any Option
granted hereunder shall be resolved by arbitration in Los Angeles, California
under the Commercial Arbitration Rules of the American Arbitration Association
using a single arbitrator. The arbitrator's award shall be conclusive, final
and binding with respect to the parties thereto. The fees of the arbitrator
shall be borne by CBRE and each party shall bear its own costs including
attorney fees.
(c) Headings. The headings herein are for convenience only and shall not be
used in interpreting the Plan.
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