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Richard Ellis Group, Inc. Stock Option Exchange Program Webinar June 16, 2009 and June 18, 2009 Exhibit (a)(1)(x) |
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Richard Ellis | Page 2 Agenda Introduction Exchange Program Details Timeline Election to Exchange If You Do Not Participate U.S. Tax Considerations Resources Questions |
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Richard Ellis | Page 3 Introduction Welcome to the CBRE webinar for our stock option exchange program Leader: Melissa Freidenreich, Senior Corporate Counsel This presentation is intended to provide an overview of the CBRE stock option exchange program. For additional details, please review the documents included in the option exchange email you received. |
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Richard Ellis | Page 4 Introduction The option exchange program permits you to surrender eligible underwater stock options in exchange for a lesser number of shares of restricted stock (or in France and Canada, new options with a lower exercise price). |
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Richard Ellis | Page 5 Introduction As of June 2009, all of the outstanding stock options granted since January 1, 2005 under our Amended and Restated 2004 Stock Incentive Plan are underwater. Because they are underwater, they do not provide the intended value to employees. Our board of directors and stockholders have approved the exchange offer program. CBRE will not give financial, legal or tax advice and nothing in this presentation should be interpreted as financial, legal, tax or other advice. You are encouraged to read all materials provided and seek professional legal, financial and/or tax advice when making your decisions. The management and directors of CBRE make no recommendations on whether or not to participate. |
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Richard Ellis | Page 6 Exchange Program Details Participation is voluntary Participants must be employed by CBRE as of the date the new restricted stock or new options are issued (expected to be July 6) Timeline Option exchange program began on June 5, 2009 Program must remain open for 20 business days Program ends July 2 (Election Deadline) unless otherwise extended Includes outstanding (not-exercised) stock options both vested and unvested, except for options granted in 2004 and 2008 |
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Richard Ellis | Page 7 Exchange Program Details Stock options eligible for exchange: $27.19 September 5, 2007 $34.54 March 19, 2007 $23.46 September 6, 2006 $15.43 September 21, 2005 $11.10 February 1, 2005 $11.15 January 27, 2005 Exercise Price of Options Date Options Granted |
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Richard Ellis | Page 8 Exchange Program Details The exchange ratios for the eligible options you tender are as follows: Options for Restricted Stock Exchange Ratios 3.31-to-1 2.48-to-1 $27.19 N/A 3.08-to-1 $34.54 3.77-to-1 2.83-to-1 $23.46 3.73-to-1 2.80-to-1 $15.43 N/A 7.83-to-1 $11.10 N/A 8.05-to-1 $11.15 Officer Exchange Ratio for New Restricted Stock Employee Exchange Ratio for New Restricted Stock Exercise Price of Options |
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Richard Ellis | Page 9 Exchange Program Details Options for New Options Exchange Ratios (France and Canada only) 1.70-to-1 $27.19 1.80-to-1 $23.46 1.70-to-1 $15.43 Employee Exchange Ratio for New Options Exercise Price of Options |
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Richard Ellis | Page 10 Exchange Program Details Each group of stock options that has the same exercise price has an exchange ratio assigned to it The exchange ratio takes into account the fair value of the eligible stock options relative to the 10 day price average of CBRE stock as of May 29 th , historical stock prices, volatility and other factors |
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Richard Ellis | Page 11 Exchange Program Details Example Susan is an eligible employee in the U.S. who has an option grant covering 1,000 shares with an exercise price of $23.46. She decides to exchange her options She can exchange all or none of each tranche Exchange ratio is 2.83 for options with an exercise price of $23.46, and 3.77 for executive officers (results are rounded down) Employees: 1,000/2.83 = 353 Executive Officers: 1,000/3.77 = 265 On the new award grant date, Susan would receive 353 shares of restricted stock (executive officers would receive 265 shares of restricted stock) |
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Richard Ellis | Page 12 Exchange Program Details Vesting Considerations: Restricted stock and new options are subject to a new four-year vesting schedule (25% per year); even if the stock options you exchange are fully vested Restricted stock which is not vested prior to termination of your employment is subject to forfeiture New options which do not vest prior to termination of your employment will expire |
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Richard Ellis | Page 13 Timeline Exchanged options cancelled; restricted stock and new options priced and issued July 6 9:00 p.m. Pacific Time Option Exchange Program ends; deadline for submitting elections/withdrawals July 2 Offer period June 5 July 2 Offer to Exchange made available to eligible employees June 5 Activity Date |
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Richard Ellis | Page 14 Your current
outstanding eligible option grants that may be surrendered for exchange in the offer are set forth in the table below. Please check the appropriate box (either all of the eligible options
(if the first box is checked) or the eligible options marked Exchange or Do Not Exchange in the table set forth
below (if the second box is checked)). I understand that my eligible options that are specifically
checked off for exchange below will be cancelled irrevocably on The cancellation date, currently expected to be July 6, 2009.
I understand that this election form will replace any election form I
previously submitted. I acknowledge that
CBRE has encouraged me to consult with my own tax, financial and legal advisors as to the consequences of participating or not participating in this offer. I understand that my
election to participate in this offer is entirely voluntary, and I am aware that I may withdraw my decision to surrender my eligible options at
any time until the offer expires. I understand that my election will be irrevocable at 9:00 p.m., Pacific Time, on Thursday, July
2, 2009, unless the offer is extended. I hereby sell, assign
and transfer to CBRE all right, title and interest in and to all of the eligible options that I am surrendering for exchange as specified in this election form. I represent and warrant
that I have full power and authority to elect to surrender either all of the eligible options (if the first box is checked) or the eligible
options marked Exchange in the table set forth below (if the second box is checked) and that, when and to the extent such eligible options are
accepted by CBRE, such eligible options will be free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the sale or transfer thereof, and such eligible options will
not be subject to any adverse claims. I agree to all of the
terms and conditions of this offer. Election to Exchange How to Participate Complete and sign the election form ELECTION FORM * * * Eligible Employee Signature Date Eligible Employee Name (Please print) CHECK ONE Yes, I wish to participate in the offer as to ALL of my eligible options. OR Yes, I wish to participate in the offer as to certain of my eligible options which are checked Exchange set forth in the table below. If you check this box, you are required to make an election for each outstanding eligible option grant set forth in the table below. Any election form submitted without an Exchange or Do Not Exchange marked for each outstanding eligible option grant election will be rejected. Make ONE Election X for Each Eligible Option Grant Number ELIGIBLE EMPLOYEE ELIGIBLE OPTION GRANT NUMBER GRANT DATE EXERCISE PRICE ELIGIBLE OPTIONS EXCHANGE DO NOT EXCHANGE RETURN TO THE OPTION EXCHANGE ADMINISTRATOR ON OR BEFORE 9:00 P.M., PACIFIC TIME, ON JULY 2, 2009. |
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Richard Ellis | Page 15 Election to Exchange Deliver the election form: by regular mail or courier, to CB Richard Ellis Group, Inc., 11150 Santa Monica Blvd., Suite 1600, Los Angeles, CA 90025, Attn: Option Exchange Administrator; by facsimile, to 310-405-8925, Attn: Option Exchange Administrator; or by e-mail, to optionexchange@cbre.com |
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Richard Ellis | Page 16 Election to Exchange How to Withdraw Withdrawals or modifications of previous elections require that you complete and sign the withdrawal form Deliver in the same manner as the election form indicated above WITHDRAWAL FORM (DO NOT RETURN UNLESS YOU WISH TO WITHDRAW YOUR ELECTION FORM) Please check the appropriate box: I wish to withdraw my election to exchange and instead REJECT the offer to exchange all of my eligible options. I do not wish to exchange any eligible options.
OR I wish to withdraw my election to exchange eligible options as to my
eligible options listed below (please list). Any eligible options
previously elected to be exchanged by me in my most recent election but not withdrawn below will remain elected for exchange in the offer. I do not wish
to exchange these listed eligible options: Eligible Option Grant Number Grant Date Exercise Price Please sign this withdrawal form and print your name exactly as it appears
on the election form you previously submitted. (please print or type name) Signature Date RETURN TO CBRE NO LATER THAN 9:00 P.M., PACIFIC TIME, ON JULY 2, 2009 (DO NOT RETURN UNLESS YOU WISH TO WITHDRAW YOUR ELECTION FORM) by regular mail or courier to CB Richard Ellis Group, Inc., 11150 Santa Monica Blvd., Suite 1600, Los Angeles, CA 90025, Attn: Option Exchange Administrator;
by facsimile to 310-405-8925, Attn: Option Exchange Administrator; or by e-mail to optionexchange@cbre.com. |
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Richard Ellis | Page 17 Election to Exchange Forms must be received no later than 9:00 p.m., Pacific Time, on July 2, 2009. Your final elections received as of the deadline will supersede any previous elections |
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Richard Ellis | Page 18 If You Do Not Participate This option exchange program will have no effect on your options if you choose not to exchange. No changes will be made to the terms and conditions of the existing options that you continue to hold. If you choose not to participate, no action is necessary CBRE cannot advise you whether to participate. Please consult your financial and/or tax advisor for advice when deciding whether to participate. |
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Richard Ellis | Page 19 U.S. Tax Considerations Unlike stock options, participants have an immediate tax liability (ordinary income) on each vesting date of the restricted stock based on the value of the restricted stock on the vesting date, unless a Section 83(b) election is made (which will be described in more detail in the stock grant packages you will receive if you participate) Participants in the exchange will be subject to applicable tax withholding You should seek guidance from your tax advisor when making these important decisions |
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Richard Ellis | Page 20 Resources If you have questions or need copies of any of the option exchange materials, contact the Option Exchange Administrator Email: optionexchange@cbre.com Phone: 310-405-8927 |