EXHIBIT 10.14(ii)
==============================================
CB Commercial Real Estate Services Group, Inc.
NONQUALIFIED STOCK OPTION AGREEMENT
==============================================
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is entered into
as of August 28, 1997 by and between CB Commercial Real Estate Services Group,
Inc., a Delaware corporation (the "Company"), and _______ ("Optionee") pursuant
to the CB Commercial Real Estate Services Group, Inc./KMS Holding Corporation
Amended 1994 Nonqualified Performance Stock Option Plan (the "Plan").
RECITALS
A. Optionee was an employee, independent director or consultant of ▇▇▇▇
Real Estate Services or of a direct or indirect subsidiary of ▇▇▇▇
Real Estate Services who was granted a stock option by ▇▇▇▇ Real
Estate Services or its predecessor (collectively "KRES").
▇. ▇▇▇▇ Real Estate Services is being acquired by the Company and will
thereby become a wholly owned indirect subsidiary of the Company and
pursuant to the terms of the Agreement and Plan of Reorganization
dated as of May 14, 1997, the Company, ▇▇▇▇ Real Estate Services, and
other persons named therein, the Company has agreed to issue this
stock option to Optionee in substitution for the stock option
previously granted to Optionee by KRES.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants hereinafter set forth,
the parties agree as follows:
1. OPTION; NUMBER OF SHARES. The Company hereby grants to Optionee the right
------------------------
(the "Option") to purchase ______ shares (the "Shares") of the Common
Stock, $.01 par value per share, of the Company (the "Common Stock") at a
purchase price of $____ per share (the "Option Price"), to be paid in
accordance with Section 4 hereof. The Option and the right to purchase all
or any portion of the Shares is subject to the terms and conditions stated
in this Agreement and in the Plan. It is intended that the Option will not
qualify for treatment as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. TERM OF AGREEMENT. The Option, and Optionee's right to exercise the
-----------------
Option, shall terminate when the first of the following occurs:
a. termination pursuant to Section 14(b) or Section 15 of the Plan;
1
b. ______; or
c. 90 days after the date of termination of Optionee's employment or
other relationship with the Company and all of its direct or indirect
subsidiaries (the "Subsidiaries") unless such termination results from
Optionee's death or disability (within the meaning of Section 22(e)(3)
of the Code) or Optionee dies within 90 days after the date of
termination of Optionee's employment or other relationship with the
Company and all of the Subsidiaries, in which case this Agreement and
the Option shall terminate 180 days after the date of termination of
Optionee's employment or other relationship with the Company and all
of the Subsidiaries.
3. DEATH OF OPTIONEE; NO ASSIGNMENT. The rights of Optionee under this
--------------------------------
Agreement may not be assigned or transferred except by will, by the laws of
descent or distribution or inter vivos to a trust for the benefit of
Optionee or Optionee and Optionee's spouse and may be exercised during the
lifetime of Optionee only by such Optionee; provided, however, that in the
event of disability (within the meaning of Section 22(e)(3) of the Code) of
Optionee, a designee of Optionee, or if Optionee has not designated anyone,
his or her legal representative, may exercise the Option on behalf of
Optionee (provided the Option would have been exercisable by Optionee)
until the right to exercise the Option expires pursuant to Section 2
hereof. Any attempt to sell, pledge, assign, hypothecate, transfer or
otherwise dispose of the Option in contravention of this Agreement or the
Plan shall be void and shall have no effect. If Optionee should die while
Optionee is engaged in an employment or other relationship with the Company
and/or any Subsidiary, Optionee's legal representative, Optionee's legatee,
the successor trustee of Optionee's inter vivos trust or the person who
acquired the right to exercise the Option by reason of the death of
Optionee (individually, a "Successor") shall succeed to Optionee's rights
under this Agreement. After the death of Optionee, only a Successor may
exercise the Option.
4. EXERCISE OF OPTION. Until termination of the Option in accordance with
------------------
Section 2 hereof, the Option may be exercised by Optionee (or such other
person specified in Section 3 hereof), upon delivery of the following to
the Company at its principal executive offices:
a. a written notice of exercise which identifies this Agreement and
states the number of Shares (which may not be less than 100, or all of
the Shares if less than 100 Shares then remain covered by the Option)
then being purchased;
b. a check, cash or any combination thereof in the amount of the Option
Price (or payment of the Option Price in such other form of lawful
consideration as the Committee may approve from time to time under the
provisions of Section 8 of the Plan, including without limitation and
in the sole discretion of the Committee,
i. the assignment and transfer by Optionee to the Company of
outstanding shares of Common Stock theretofore held by Optionee;
and
ii. the surrender of that number of Options necessary (based on the
amount that the aggregate fair market value of the Shares covered
by the Options being surrendered exceeds the aggregate Option
Price with respect to such Shares) to pay the Option Price with
respect to those Options being exercised, each in a manner
intended to comply with the provisions of Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, if applicable). Such
shares of Common Stock delivered or Shares covered by Options
surrendered in payment of the Option Price shall be valued at
fair market value as determined by the Committee in good faith,
which determination shall be final, conclusive and binding;
2
c. a check or cash in the amount reasonably requested by the Company to
satisfy the Company's withholding obligations under federal, state or
other applicable tax laws with respect to the taxable income, if any,
recognized by Optionee in connection with the exercise, in whole or in
part, of the Option (unless the Committee has determined to allow the
Optionee to, and the Optionee elects to, pay such tax by reducing the
number of shares of Common Stock issued upon exercise of the Option
(for which purpose such shares shall be valued at fair market value as
determined in good faith by the Committee, which determination shall
be final, conclusive and binding) or unless the Company and Optionee
shall have made other arrangements for deductions or withholding from
Optionee's wages, bonus or other income paid to Optionee by the
Company or any Subsidiary, provided such arrangement satisfy the
requirements of applicable tax laws); and
d. a written representation and undertaking, if requested by the Company
pursuant to Section 5.b. hereof, in such form and substance as the
Company may require, setting forth the investment intent of Optionee,
or a Successor, as the case may be, and such other agreements,
representations and undertakings as described in the Plan.
5. REPRESENTATIONS AND WARRANTIES OF OPTIONEE.
------------------------------------------
a. Optionee represents and warrants that the Option is being acquired by
Optionee for Optionee's personal account, for investment purposes
only, and not with a view to the distribution, resale or other
disposition thereof.
b. Optionee acknowledges that the Company may issue Shares upon the
exercise of the Option without registering such Common Stock under the
Act on the basis of certain exemptions from such registration
requirement. Accordingly, Optionee agrees that Optionee's exercise of
the Option may be expressly conditioned upon Optionee's delivery to
the Company of such representations and undertakings as the Company
may reasonably require in order to secure the availability of such
exemptions, including a representation that Optionee is acquiring the
Shares for investment and not with a present intention of selling or
otherwise disposing of such Shares. Optionee acknowledges that,
because Shares receive upon exercise of an Option may be unregistered,
Optionee may be required to hold the Shares indefinitely unless they
are subsequently registered for resale under the Act or an exemption
from such registration is available.
c. Optionee acknowledges receipt of this Agreement granting the Option,
and the Plan, and understands that all rights and liabilities
connected with the Option are set forth herein and in the Plan.
6. NO RIGHTS AS STOCKHOLDER. Optionee shall have no rights as a stockholder
------------------------
of any shares of Common Stock covered by the Option until the date (the
"Exercise Date") an entry evidencing such ownership is made in the stock
transfer books of the Company. Except as may be provided under Section 11
of the Plan, the Company will make no adjustment for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the
Exercise Date.
7. LIMITATION OF COMPANY'S LIABILITY FOR NONISSUANCE. Inability of the
-------------------------------------------------
Company to obtain, from any regulatory body having jurisdiction, authority
reasonably deemed by the Company's counsel to be necessary for the lawful
issuance and sale of any shares of its Common Stock hereunder and under the
Plan shall relieve the Company of any liability in respect of the
3
nonissuance or sale of such shares as to which such requisite authority
shall not have been obtained.
8. THIS AGREEMENT SUBJECT TO PLAN. This Agreement is made under the
------------------------------
provisions of the Plan and shall be interpreted in a manner consistent with
it. To the extent any provision in this Agreement is inconsistent with the
Plan, the provisions of the Plan shall control. A copy of the Plan is
available to Optionee at the Company's principal executive offices upon
request and without charge. The good faith interpretation of the Committee
of any provision of the Plan, the Option or this Agreement, and any
determination with respect thereto or hereto by the Committee, shall be
final, conclusive and binding on all parties.
9. RESTRICTIVE LEGENDS. Optionee hereby acknowledges that federal securities
-------------------
laws and the securities laws of the state in which Optionee resides may
require the placement of certain restrictive legends upon the Shares issued
upon exercise of the Option, and Optionee hereby consents to the placing of
any such legends upon certificates evidencing the Shares as the Company, or
its counsel, may reasonably deem necessary; provided, however, that any
such legend shall be removed when no longer applicable.
10. NOTICES. All notices, requests and other communications hereunder shall be
-------
in writing and, if given by telegram, telecopy or telex, shall be deemed to
have been validly served, given or delivered when sent, if given by
personal delivery, shall be deemed to have been validly served, given or
delivered upon actual delivery and, if mailed, shall be deemed to have been
validly served, given or delivered three business days after deposit in the
United States mails, as registered or certified mail, with proper postage
prepaid and addressed to the party or parties to be notified, at the
following addresses (or such other address(es) as a party may designate for
itself by like notice):
If To The Company: CB Commercial Real Estate Services Group, Inc.
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Secretary
If To Optionee:
11. NOT AN EMPLOYMENT OR OTHER AGREEMENT. Nothing contained in this Agreement
------------------------------------
shall confer, intend to confer or imply any rights to an employment or
other relationship or rights to a continued employment or other
relationship with the Company and/or any Subsidiary in favor of Optionee or
limit the ability of the Company and/or any Subsidiary to terminate, with
or without cause, in its sole and absolute discretion, the employment or
other relationship with Optionee, subject to the terms of any written
employment or other agreement to which Option is a party.
12. GOVERNING LAW. This Agreement shall be construed under and governed by the
-------------
laws of the State of Delaware without regard to the conflict of law
provisions thereof.
13. COUNTERPARTS. This Agreement may be executed in counterparts, each of
------------
which shall be deemed an original and both of which together shall be
deemed one Agreement.
4
IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement
as of the date first above written.
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
By: ____________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Executive Vice President
OPTIONEE:
________________________________
5
