Exhibit 10.2
FULL RECOURSE NOTE
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$________ __________ __, 2001
FOR VALUE RECEIVED, __________ (the "Borrower"), hereby
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unconditionally promises to pay to the order of CBRE Holding, Inc., a Delaware
corporation. (the "Company"), or its registered assigns, the aggregate principal
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amount of________________ Dollars ($____________), in lawful money of the United
States of America and in immediately available funds (the "Loan"). All
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capitalized terms not otherwise defined herein shall have the meanings given to
them in the Designated Manager Subscription Agreement, dated as of ___________
___, 2001 (the "Agreement"), between the Company and the Borrower.
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The Borrower has agreed to purchase shares of the Company's Class A
Common Stock, par value $0.01 per share (the "Equity Interest"), and has
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requested that the Company make the Loan to the Borrower as a portion of the
purchase price of the Equity Interest.
1. Interest and Payment.
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(a) Interest shall accrue on the principal amount hereof at an
annual rate of ten percent (10%), compounded annually, and shall be payable in
cash on each March 31, June 30, September 30 and December 31 prior to the
payment in full of all unpaid principal and accrued and unpaid interest thereon.
All accrued and unpaid interest, together with all unpaid principal, if not
sooner paid, shall be due and payable on the earliest of (i) the ninth
anniversary of the date first above written; (ii) if the Borrower's employment
with the Company is terminated (x) 30 days following the date of such
termination of employment if the Borrower's employment was terminated for any
reason not described in clause (y), or (y) 180 days following the date of such
termination of employment if the Borrower's employment was terminated by the
Company without Cause, by the Borrower for Good Reason or as a result of the
Borrower's death or disability, provided, however, that if the Borrower timely
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delivers a Sale Notice pursuant to Section 2.9 of the Agreement and the Company
fails to purchase the Note Repayment Shares on the Note Repayment Date pursuant
to Section 2.9 of the Agreement, the periods set forth in the preceding clauses
(x) and (y), solely with respect to that portion of the Loan then due and
payable that otherwise would be repaid by the Borrower with the proceeds from
the purchase of the Note Repayment Shares, shall be extended until such time as
the Company shall have performed such obligation in full; (iii) the acceleration
of the maturity of the Loan (as provided herein); and (iv) the Borrower's
receipt of any proceeds (in cash or in kind) upon the sale, exchange or other
disposition of the Equity Interest subject to the Pledge Agreement securing
Borrower's obligations under this Note; provided that in the case of an event
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described in this clause (iv), the amount of unpaid principal and accrued and
unpaid interest of the Loan which shall become due and payable as a result of
such event shall be limited to the Net Proceeds received by the Borrower in
connection with such sale, exchange or disposition. Any overdue amount shall
bear interest at the rate of twelve percent 12% per annum, compounded annually.
(b) Notwithstanding the foregoing, in the event of the Borrower's
death or permanent disability (as defined below), the amount of the Loan due and
payable as set forth in Section 1(a)(ii)(y) above shall be limited to the
Pledged Interests as defined in the Borrower's Pledge Agreement. Disability
occurs when the Borrower becomes physically or mentally incapacitated and is
therefore unable for a period of six (6) consecutive months or for an aggregate
of nine (9) months in any twenty-four (24) consecutive month period to perform
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Xxxxxxxx's duties (such incapacity is hereinafter referred to as "Disability").
Any question as to the existence of the Disability of Borrower as to which
Borrower and the Company cannot agree shall be determined in writing by a
qualified independent physician mutually acceptable to Borrower and the Company.
If Borrower and the Company cannot agree as to a qualified independent
physician, each shall appoint such a physician and those two physicians shall
select a third who shall make such determination in writing. The determination
of Disability made in writing to the Company and Borrower shall be final and
conclusive for all purposes of the Agreement.
2. Acceleration. (a) In the event that the Borrower commences an
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action under any law relating to bankruptcy, insolvency or relief of debtors,
there is commenced against the Borrower an action under any such law which
results in the entry of an order for relief or such action remains undismissed
for a period of 60 days or the Borrower otherwise becomes insolvent, the
obligation of the Borrower hereunder shall automatically be accelerated and (b)
in the event that the Borrower defaults in any payment obligation hereunder or
in any agreement contained in the Pledge Agreement, the Company may accelerate
this Loan and may, by written notice to the Borrower, declare the entire unpaid
outstanding principal amount and all such accrued and unpaid interest thereon to
be immediately due and payable and, thereupon, in the case of each of clause (a)
and (b), the unpaid outstanding principal amount and all such accrued and unpaid
interest shall become and be forthwith due and payable, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly
waived by the Borrower. The failure of the Company to accelerate this Loan shall
not constitute a waiver of any of the Company's rights under this Loan as long
as any of the events described in this section continue.
3. Pledge Agreement. The obligations of the Borrower hereunder are
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secured pursuant to the Pledge Agreement dated the date hereof made by the
Borrower to the Company.
4. Miscellaneous. To the extent permitted by law, the Borrower hereby
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waives diligence, presentment, demand, demand for payment, notice of non-
payment, notice of dishonor, protest and notice of protest and all other notices
or demands in connection with the delivery, acceptance, performance, default or
enforcement of this Note.
No waiver or modification of the terms of this Note shall be valid
unless in writing signed by the Company and then only to the extent therein set
forth.
This Note shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the Borrower has caused this Note to be duly
executed and delivered on the day and year first above written.
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Name:
Address:
