CBRE 401(k) Plan Summary Plan Description September 2016

Transcription

1 CBRE 401(k) Plan Summary Plan Description September 2016 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933, as amended.

2 TABLE OF CONTENTS 1. INTRODUCTION PLAN ADMINISTRATOR ELIGIBILITY ENROLLMENT CONTRIBUTIONS TOP-HEAVY CONTRIBUTIONS CHOOSING YOUR INVESTMENTS THE CBRE STOCK FUND VESTING LOANS WITHDRAWALS DURING EMPLOYMENT DISTRIBUTIONS OF BENEFITS DESIGNATION OF BENEFICIARY QUALIFIED DOMESTIC RELATIONS ORDER PLAN TESTING PLAN AMENDMENT AND TERMINATION YOUR ERISA RIGHTS CLAIMING YOUR BENEFITS ADDITIONAL INFORMATION INTRODUCTION The CBRE 401(k) Plan (the Plan ) is intended to help you achieve financial security during your retirement years. This summary plan description ( SPD ) summarizes certain provisions of the Plan. We urge you to read it carefully for a better understanding of the benefits that are available to you. This SPD is intended only as a summary. Every effort has been made to describe the provisions of the Plan accurately. You should consult the Plan document in the event you have any questions about your benefits or the provisions of the Plan that this SPD does not answer. In the event of any discrepancy between this SPD and the actual provisions of the Plan, the Plan will govern. You may become more familiar with the Plan by reading the documents that are available at your Human Resources Office during regular business hours. You may obtain your own copy of the documents by writing to the CBRE 401(k) Administrative Committee ( Plan Administrator ). There may be a small charge for this service. The records of the Plan are maintained by Merrill Lynch. Merrill Lynch is your principal contact for enrollment, investment choices, loans, withdrawals and distributions. Merrill Lynch will answer any questions you may have about the Plan. Merrill Lynch can be reached by telephone at (888) , from 7 am to 9 pm (central time) on all days that the New York Stock Exchange is open, or by accessing Benefits OnLine at The assets of the Plan are held in a trust fund by Bank of America, N.A. ( Trustee ). Separate supplements to this SPD are available for participants who have previous investments in life insurance policies, for participants who are bona fide residents of Puerto Rico for participants who work for CBRE Clarion Securities, LLC., and for participants who 1

3 transferred to CBRE from the Global Workplace Solutions business of Johnson Controls, Inc. in connection with the acquisition of that business. In addition to being a summary plan description, this document is also part of a prospectus. CBRE Group, Inc. has filed a registration statement under the Securities Act of 1933, as amended (the Securities Act ), to register the participation interests in the Plan and the shares that are available under the Plan 1,875,000 shares of CBRE Group, Inc. Class A common stock, par value $0.01 per share ( CBRE Common Stock ). CBRE has prepared a Statement of General Information and Availability of Information (the Statement ) which is also part of the prospectus. This SPD and its three supplements are incorporated by reference in the Statement. CBRE Group, Inc. has not authorized anyone to provide you information that is different from the information contained in the Statement or the documents which have been incorporated by reference into the Statement. 2. PLAN ADMINISTRATOR The Plan is administered by the CBRE 401(k) Administrative Committee, a committee appointed by the CEO, Americas. The Plan Administrator has discretionary authority to construe the terms of the Plan and make determinations that may affect your eligibility for benefits. 3. ELIGIBILITY You are eligible to participate in the Plan if you are an employee of CBRE Services, Inc. or any other company that participates in the Plan and have completed at least one hour of service, unless you are: a non-resident alien with no U.S. source income from your employer, covered under a collective bargaining agreement that does not expressly provide for participation in the Plan, classified as a leased employee or an independent contractor, even if you are subsequently determined to be a common law employee, in the service of the armed forces of the United States, covered by another CBRE tax-qualified plan, or a qualified real estate agent (QREA) having the status of an independent contractor under section 3508 of the Internal Revenue Code. 4. ENROLLMENT To participate in the Plan, you must contact Merrill Lynch. The enrollment process works as follows: CBRE provides Merrill Lynch via electronic file your personal information (name, address, birth date, etc.). Merrill Lynch generates a personalized identification number (PIN) and sends it to your home address. You can then enroll in the Plan by contacting Merrill Lynch. Once you enroll, Merrill Lynch will send to your home address confirmation of your deferral contribution percentage and investments you selected and will send to CBRE an electronic file, which contains the deferral contribution percentage to be deducted from your paycheck. You can also enroll immediately by creating your own User ID and PIN on After you have enrolled in the Plan, your active participation usually begins within one or two pay periods. 2

4 5. CONTRIBUTIONS You may elect to defer up to 75% of your compensation (including salary, bonuses, commissions, cafeteria plan contributions, 401(k) contributions and Roth 401(k) contributions). You may change your deferral election at any time. Your total deferrals (traditional 401(k) and/or Roth 401(k)) in any calendar year may not exceed a dollar limit set by law. For 2016, the basic limit is $18,000. If you will have attained age 50 by the end of the calendar year, there is an additional catch-up limit of $6,000, for a total limit of $24,000. The Plan Administrator will notify you of the maximum amount you may defer each year. The amount you elect to defer in traditional 401(k) contributions, and any earnings on those contributions, will not be subject to income tax until distributed to you. The amount you elect to defer to your Roth 401(k) account is made on an after-tax basis. The earnings on Roth 401(k) contributions can be withdrawn tax-free if you meet two requirements for a qualified distribution. Those requirements are: five full calendar years must have elapsed beginning with the year of your initial contribution and you must have reached age 59 ½ or become disabled or deceased. Both types of contributions are subject to FICA (Social Security and Medicare) taxes. If you will have attained age 50 by the end of the calendar year, catch-up contributions will automatically be deducted from your paycheck once you hit the basic limit. If you do not wish to make catch-up contributions, you must contact Merrill Lynch and change your deferral election to 0% percent as soon as you reach the basic limit. If you take time off for qualified military service, you can make contributions upon your return to the extent of the sum of the annual limits while you were in qualified military service. Under some circumstances, federal regulations may limit the amount employees at higher income levels are allowed to contribute to ensure that the Plan does not favor those employees. You will be notified if a reduction in your contribution level is necessary. The Plan accepts rollover contributions from other retirement plans in which you have participated. If you have funds that you would like to roll over, you should contact Merrill Lynch to see if your rollover funds qualify. You may make a withdrawal from your rollover account at any time. CBRE makes matching contributions equal to $1 for every $2 of deferrals, except that deferrals in excess of 6% of compensation are not matched and compensation recognized for the match is limited to $150,000 per year. CBRE permits you to elect to convert any amount of your deferral accounts (both 401(k) and voluntary contribution accounts), rollover account, matching contribution account (if 100% vested) and profit sharing account (if 100% vested) into a Roth contribution during the Plan year. CBRE may establish administrative procedures regarding Roth conversions, including but not limited to, the number of Roth conversions that can be elected in a Plan year. Converting an account to a Roth contribution may have a tax consequence. Please consult a tax professional to determine your individual tax consequences. Section 415 of the Internal Revenue Code sets a limit on the total amount of salary deferral contributions, matching contributions, and any discretionary contributions that can be made to your account in a calendar year. Catch-up contributions are not included in this limit. For 2016, the limit is the lesser of $53,000 or 100% of your eligible compensation. 3

5 Section 401(a)(17) of the Internal Revenue Code limits compensation that may be considered for calculating your salary deferral contributions, matching contributions, and any discretionary contributions for a calendar year. For 2016, the compensation limit is $265, TOP-HEAVY CONTRIBUTIONS This Plan is required by the Internal Revenue Code to include provisions that will apply if the Plan becomes top-heavy. A top-heavy plan means that a majority of the Plan's benefits are being paid to participants with higher pay. The Plan is tested each year to determine if it is topheavy. CBRE may be required to make a minimum contribution to the Plan on your behalf in certain years when the Plan is determined to be top-heavy, based on a mathematical test that compares the account balances of certain owners and officers of CBRE to the account balances of all other Plan participants. Full details of these top-heavy provisions are available in the Plan document. 7. CHOOSING YOUR INVESTMENTS You have the responsibility to decide how your account will be invested. The investment funds that are available to you are described at You may invest all amounts in your account in one fund, or you may divide your account among the various funds in multiples of 1%. You may change your investments at any time. You may: change the way your future contributions will be invested (indicate the percentage of your contributions you wish to be invested in one or more funds), or reallocate or exchange your existing account among the available funds (you must specify a dollar amount, percentage or number of shares to be transferred from one fund to another). Some of the funds may have investment restrictions or redemption fees. For example, a fund with an investment restriction may prohibit you from transferring into the fund if you have recently transferred out of the fund. If a fund has redemption fees, the fees may apply if you transfer into the fund and then transfer out within a short period of time. Before you make a transfer with respect to a fund that imposes investment restrictions or redemption fees, Merrill Lynch will notify you. You can find more information in the fund fact sheets and at In addition, the Plan may impose limits on the frequency of transfers between funds to avoid day trading and other short-term trading strategies. Before making a change to another fund, you should request and read a copy of the latest prospectus available for that fund, if applicable. Prospectuses may be requested from Merrill Lynch. After making an investment election, you will be provided a written confirmation of your investment instructions. Investment management fees for the investment funds other than the CBRE Stock Fund (the Stock Fund ) are deducted from investment returns. Transaction fees for the Stock Fund are deducted at the time the shares are settled. Other administrative fees related to the Stock Fund may be charged to participants who invest in that fund from time to time. Fees deducted from an investment fund reduce the investment return for the fund. The value of your account will be adjusted as of the close of each business day to reflect the current market value of the investment funds in which your account is invested. Thus, the balance in your account will be increased or decreased as of each business day by your share of each fund s investment gains or losses, dividends, interest, expenses, etc. In the case of CBRE Common Stock and most investment funds, changes in the per share value (as of the 4

6 prior day) will be reported in the financial pages of most daily newspapers. In addition, you may determine the value of any investment in your account at any time by contacting Merrill Lynch. To help you monitor your investments, you will receive a quarterly statement showing how much you have contributed, the amount of any employer contributions, the value of your account, information concerning fees that are charged to your account, and other relevant information regarding your account. In addition, you can access your account balance and information at any time at Merrill Lynch s website. If you discover that investment instructions you have given are not being followed, you should notify Merrill Lynch immediately. If it is determined that your investment instructions were properly provided but not observed, a correction will be made. The Plan is intended to constitute a plan described in Section 404(c) of the Employee Retirement Income Security Act of 1974 ( ERISA ) and Title 29 of the Code of Federal Regulations, Section c-1. Accordingly, the fiduciaries of the Plan may be relieved of liability for any losses which are the direct and necessary result of investment instructions given by a participant or beneficiary. The Plan Administrator is responsible for providing certain information to you upon your request, and has designated Merrill Lynch to act on its behalf. In general, your account cannot be invested in life insurance contracts. However, a few participants have investments in life insurance contracts that transferred from a predecessor plan. These investments are discussed in a separate document (Summary Plan Description Supplement for Participants with Investments in Life Insurance Policies). Special rules apply to investments in the Stock Fund, which are described in the next section of this document. Voting rights are not passed through to you with respect to any investment fund, except for the Stock Fund. 8. THE CBRE STOCK FUND The Stock Fund invests in CBRE Common Stock. The Stock Fund also holds a small amount of cash or short-term investments for liquidity purposes. The Trustee of the Stock Fund purchases shares of CBRE Common Stock on the open market at the price of the stock at the time of purchase to meet the needs of the Stock Fund. Dividends paid on CBRE Common Stock held by the Stock Fund, if any, will be reinvested and used to buy additional shares of CBRE Common Stock. You can elect to have up to 25 percent of your account and up to 25 percent of your contributions invested in the Stock Fund. Any election to invest more than 25 percent will not be honored. In-kind distributions are not allowed. All trading in or out of the CBRE Stock Fund is subject to a daily trading deadline of 4:00 p.m. Eastern Time. All trades placed after the deadline are processed on the following business day (unless the stock market is closed). Normally, the unit price of any transaction in the Stock Fund is calculated based on the 4:00 p.m. Eastern Time closing price of the Common Stock. You may not have more than 25% of your total account balance invested in the Stock Fund as of the last business day of any calendar year. If you have more than 25% of your total account balance in the Stock Fund, you may voluntarily transfer any excess amounts into any other investment fund in the Plan. In the first week of each new calendar year, all excess balances over the 25% cap will be automatically transferred from the Stock Fund into the default fund the fund in which investments are made when no fund is otherwise designated (currently, the age-appropriate Vanguard Target Date Fund) if you have not already moved the excess. 5

7 The automatic exchange will be based on account balances as of the close of business on the last business day of the calendar year. All Plan participants are subject to applicable federal and state laws and CBRE policies restricting trading on material non-public information. These laws and policies may limit your ability to invest in, or transfer money in or out of, the Stock Fund. Actions for violations of these laws may be brought by individuals who bought or sold CBRE Common Stock by the Securities Exchange Commission and similar state agencies for damages, fines and other relief, including incarceration. Investors in the Stock Fund are allowed to exercise the voting and tender rights associated with the shares represented by units allocated to their accounts. Annually, every participant who invests in the Stock Fund will receive proxy solicitation materials and instructions on his or her right to vote shares. Information relating to the purchase, holding and sale of CBRE Common Stock, and the exercise of voting, tender and similar rights with respect to CBRE Common Stock by participants and beneficiaries, is maintained in accordance with procedures which are designed to safeguard the confidentiality of such information (described in the next two paragraphs). The procedures are monitored by the Plan Administrator. Specific information regarding the purchase, holding and sale of CBRE Common Stock by Plan participants is known only to employees of Merrill Lynch and designated employees of CBRE within Human Resources. Employees of Merrill Lynch are under strict instructions to keep the individual instructions and the individual holdings confidential except with respect to the participant or beneficiary, a person having a power of attorney from the participant or beneficiary, the proxy solicitor discussed in the next paragraph, designated employees of CBRE and to the extent necessary to comply with Federal laws or state laws not preempted by ERISA. Merrill Lynch provides aggregate information to the Plan Administrator and its advisors, with no participant or beneficiary information identified. The designated employees of CBRE are under strict instructions not to reveal to anyone (including members of the Plan Administrator and outside advisors) the identity of any participant or beneficiary who has or had an interest in the CBRE Stock Fund, except to the extent necessary to comply with Federal laws or state laws not preempted by ERISA. Specific information regarding the exercise of voting, tender and similar rights is known only to a third party proxy solicitor (currently Broadridge) that operates under a confidentiality agreement with Merrill Lynch. Merrill Lynch sends the proxy solicitor the name, addresses and number of shares of each participant in the Stock Fund as of the record date. The proxy solicitor solicits proxies and reports to Merrill Lynch, who reports to CBRE, the aggregate number of shares voted for, against and not voted. Shares that are not voted will be voted in the same proportion as the shares of CBRE Common Stock represented by units for which voting directions were given. The Plan Administrator has appointed Gallagher Fiduciary Advisors, LLC to carry out activities relating to any situations which the Plan Administrator determines involve a potential for undue employer influence upon participants and beneficiaries with regard to the direct or indirect exercise of shareholder rights. The Stock Fund is not diversified and therefore carries a higher risk than the other investment options available under the Plan. The Stock Fund will be subject to specific factors that affect CBRE Group, Inc. and external factors that affect the stock market as a whole. To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk. 6

8 CBRE neither encourages nor discourages participants from selecting the Stock Fund as an investment option. In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerances for risk. It is also important to review periodically your investment portfolio, your investment objectives, and the investment options under the Plan to help ensure that your retirement savings will meet your retirement goals. Special Rules for Officers, Directors and Other Insiders: CBRE has adopted its own guidelines restricting trading of the securities of CBRE Group, Inc. by insiders (directors, officers and certain employees of CBRE Group, Inc. and its subsidiaries with access to sensitive company information). In general, insiders may buy or sell stock or other securities of CBRE Group, Inc. (including such purchases and sales through the Stock Fund) only with the approval of the General Counsel of CBRE Group, Inc. and only during a trading window. No insider may trade under any circumstances in any interest or position relating to the future price of CBRE Group, Inc. s securities, such as a put, call, or short sale. Compliance with CBRE Group, Inc. s policy does not ensure compliance with applicable securities laws and regulations. If you are an insider, you should review CBRE s Securities Trading Policy. In addition, certain participants who are officers of CBRE Group, Inc. (as defined in the Securities Exchange Act of 1934, as amended (the Exchange Act )), directors of CBRE Group, Inc. or who own more than 10% of the outstanding shares of CBRE Group, Inc. may be subject to short-swing profits liability under Section 16(b) of the Exchange Act in connection with transactions involving the Stock Fund. If you are a participant subject to Section 16, your transactions involving the Stock Fund also are subject to the reporting requirements of Section 16(a). If you are a participant subject to Section 16, you should consult with your own legal counsel for further information regarding the effect of Section 16 on your transactions in the Stock Fund. In addition to restrictions imposed by our Securities Trading Policy, under ERISA regulations, executive officers and directors of CBRE Group, Inc. may also be prevented from buying or selling CBRE Group, Inc. s equity securities, including investing in or transferring money in or out of the Stock Fund, during certain blackout periods. Blackout periods are periods of three or more consecutive business days when at least 50% of the participants under all of CBRE Group, Inc. s individual account plans (including the Plan) cannot purchase, sell or otherwise acquire or transfer an interest in CBRE Group, Inc. s stock. Blackout periods may occur, for example, in connection with Plan recordkeeping changes, investment fund changes, or similar events. Officers and directors whose ability to trade in CBRE Group, Inc. s securities will be restricted by any blackout period will be given advance notice of the blackout period. Under the Securities Act, an affiliate (i.e., a controlling person ) of CBRE Group, Inc. may not sell shares of CBRE Common Stock unless the sales are separately registered or are made within the limitations of and subject to the conditions set forth in Rule 144 promulgated under the Securities Act (or another applicable exemption from the registration requirements of the Securities Act). Although it is possible that certain directors and executive officers may not be considered to be controlling persons, the question of control is a question of fact and is often difficult to resolve with certainty. The restrictions of Rule 144 may apply to sales of shares from the Stock Fund, such as sales which may occur when investments are transferred from the Stock Fund to another investment fund. Participants in the Plan are advised to consult with their 7

9 legal counsel as to their status as an affiliate of CBRE Group, Inc., and as to the restrictions on such sales. 9. VESTING Amounts that you have contributed (including earnings) are always 100% vested and nonforfeitable, so you are entitled to receive the full balance of your contributions (adjusted for income or loss) when you leave CBRE. Matching contributions vest 20% for each year of service with CBRE until you are 100% vested after five years of service (including earnings). You earn a year of service for each calendar year in which you have 1,000 hours of service with CBRE. If you became an employee of CBRE as a result of an acquisition or transition, your prior years of service may count toward vesting if CBRE has determined to extend you this service credit. Years of service include periods of qualified military service after December 31, Your matching contribution account will become 100% vested regardless of your years of service if while employed by CBRE: you attain age 65 (normal retirement age), you die or become permanently and totally disabled, with respect to amounts transferred from the Trammell Crow Company Retirement Savings Plan, you attain age 55 and the fifth anniversary of your date of hire, or the Plan is terminated or you are affected by a partial termination of the Plan. If you separate from employment before you are 100 percent vested in your matching contribution account, you will forfeit any unvested amounts. A forfeiture occurs immediately after distribution of your entire vested account balance or by the last day of the calendar year in which five consecutive one-year breaks in service occur, whichever is earlier. Forfeitures are used for Plan expenses or to reduce contributions. A one-year break in service means a calendar year in which you fail to complete at least 500 hours of service. If you have separated from employment and you are later rehired, your years of service prior to your severance will be included in determining your vested interest in future matching contributions. If the nonvested portion of your matching contribution account is forfeited on account of a distribution and you are rehired before you incur five consecutive one-year breaks in service, the forfeited amount will be restored (without adjustment for gain or loss since the forfeiture) provided that you repay to the Plan the full amount of the distribution before the earlier of the date on which you incur five consecutive one-year breaks in service after the distribution or five years after your date of rehire. 10. LOANS If you need access to the money in your account while you are still employed, you may want to contact Merrill Lynch to arrange a Plan loan. Merrill Lynch can liquidate the assets in your account to fund the loan and can forward the check and all loan documentation to you. You must repay the loan through payroll deductions over a period of at least 12 months and no more than 60 months. Your employer will withhold your loan payments from the first paycheck of each month. The minimum amount you may borrow is $1,000. The maximum amount is 50% of your vested account balance (but not more than $50,000 minus your highest loan balance in the last 12 months). This means that you must have a vested account balance of at least $2,000. You 8

10 may have only one loan outstanding at any time. The interest rate on your loan will be the prime rate plus 2%, fixed for the duration of your loan. If any scheduled payment remains unpaid as of the last day of the calendar quarter succeeding the calendar quarter in which the payment was due, the unpaid balance will be taxed to you, together with possible penalty taxes. The Participant Loan Policy contains many more details. You should review the Participant Loan Policy before you take a loan. 11. WITHDRAWALS DURING EMPLOYMENT The Plan is designed to encourage long-term saving by providing special tax advantages. In exchange, the government limits your access to those savings while you re working for CBRE. However, you may need some access to your savings prior to severance from employment. A Plan loan may provide enough access. If not, you may be able to take advantage of one or more of the following withdrawal alternatives, discussed below: Hardship Withdrawals Withdrawals After Age 59½ Rollover Withdrawals Disability Withdrawals After-Tax Withdrawals Hardship Withdrawals If you are under age 59½ and you have an immediate and heavy financial hardship, you may be permitted to withdraw an amount necessary to meet the hardship. However, the Plan only permits hardship withdrawals to cover: the payment of tax-deductible medical expenses incurred or to be incurred by you or your spouse, children, dependents or beneficiary; the construction or purchase (excluding mortgage payments) of your primary residence; payment of amounts necessary to prevent eviction from, or foreclosure on the mortgage of, your primary residence; payment of tuition, related educational fees and room and board expenses for the next 12 months of post-secondary education for yourself or your spouse, children, dependents, or beneficiary; burial or funeral expenses for a parent, spouse, children, dependent or beneficiary; and certain expenses for repairing your principal residence if the expenses qualify as a casualty deduction. Hardship withdrawals are subject to the following conditions: you can only withdraw the amount necessary to satisfy your financial need (however, the amount withdrawn may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution); 9

11 you can only withdraw the amount of 1) your own pre-tax contributions or 2) your own Roth contributions from your deferral account you cannot withdraw your vested matching contribution account, or the income earned in your accounts; the minimum amount that you may withdraw is $500; you must first obtain all distributions and all nontaxable loans currently available under the plans maintained by CBRE and satisfy your need through other sources that are reasonably available to you (including any supplemental insurance or assets or insurance of your spouse and/or minor children), borrowing from commercial sources on commercially reasonable terms or by otherwise modifying the repayment terms of existing debt on commercially reasonable terms so the need can be satisfied; and you may not contribute to any qualified CBRE plan for six (6) months after the hardship withdrawal. Hardship withdrawals are subject to applicable taxes in the year withdrawn, normally including penalties for early withdrawal. As a practical matter, you should not consider your money in the Plan to be available for current needs, and you should not put money in the Plan if you suspect you might need it in the near future. If you need a hardship withdrawal, you should contact Merrill Lynch. Withdrawals After Age 59½ You may withdraw a portion or all of your vested account if you are age 59½ or older and are currently employed by CBRE. If you would like to make such a withdrawal, you may request an age 59½ withdrawal from Merrill Lynch. Merrill Lynch will send the check and all applicable paperwork to your home address. By endorsing the withdrawal check, you are agreeing to all terms and conditions of the transaction. There is no penalty for withdrawing funds after age 59½, but such funds will be subject to income taxes in the year withdrawn. Any earnings on Roth 401(k) contributions will be taxfree only if you meet the qualified distribution requirement that five full calendar years have elapsed beginning with the calendar year of your initial contribution. After receiving an age 59½ withdrawal, you may continue to participate in the Plan. Rollover Withdrawals If you had a balance transferred to this Plan from another qualified plan, you may at any time request to withdraw all or a portion of your Plan rollover account. Income taxes and, if you are not age 59½ or older, penalty taxes may apply to the distribution, unless the distribution is a qualified distribution from a Roth rollover account. Disability Withdrawals If you are totally and permanently disabled while employed, you may withdraw all or a portion of your account. Please contact Merrill Lynch to request a disability withdrawal. For determination of eligibility, you may contact Merrill Lynch. 10

12 After-Tax Withdrawals The Plan does not allow after-tax contributions other than Roth 401(k) contributions. However, some participants have after-tax contributions from plans that merged into the Plan. If you have after-tax contributions, you may withdraw any portion of your after-tax account. Please contact Merrill Lynch for more information. 12. DISTRIBUTIONS OF BENEFITS When you incur a severance from employment with CBRE for any reason, you are entitled to receive the vested value of your account. To receive your benefit, you must contact Merrill Lynch. When you receive a distribution of your account, the value of your distribution will be determined as of the business day immediately preceding the date any interest in your account is to be distributed. Payment will be made in cash. Generally, distributions will be made in one single lump payment equal to the vested balance of your accounts. However, you may elect once in any calendar year to receive a portion of your vested account balance in lieu of a total distribution. If your vested account balance exceeds $5,000, you may defer distribution of your account until a later date, but no later than April 1 of the calendar year following the later of the year you reach age 70½ or the year you terminate employment. Before you elect to defer distribution, however, consider the following: No further contributions may be made to your accounts. You may not receive a loan after you leave CBRE. Distribution of your account will be available at your request. If you are a participant or a spousal beneficiary, you may make a direct transfer to an IRA and then take distributions from time to time from the IRA. A non-spousal beneficiary may make a direct transfer to an inherited IRA and then take distributions from time to time from that IRA. If you have terminated employment and have a vested balance of $5,000 or less, your account will be distributed, as directed by you, either to you or by direct transfer to an IRA or other employer plan. If you don t provide directions and your vested balance does not exceed $1,000, your vested balance will be distributed to you, net of withholding tax. If you don t provide directions and your vested balance exceeds $1,000 (but does not exceed $5,000), your vested balance will be transferred to an IRA in your name to be maintained by Bank of America. The IRA will be invested initially in a money market fund, and may be subject to IRA fees imposed by Bank of America. Contact Merrill Lynch for more detailed information. 13. DESIGNATION OF BENEFICIARY You have the right to designate a beneficiary or beneficiaries to receive your distributable interest in your account upon your death. The designation must be made in the manner prescribed by the Plan Administrator and will be effective upon delivery. You have the right to change or revoke from time to time any such designation by filing a new designation or notice of revocation, but such revised designation or revocation will be effective only upon delivery. 11

13 If you are married, you may not designate a primary beneficiary other than, or in addition to, your spouse unless your spouse consents to such designation by means of a written document that is: (1) signed by your spouse, (2) contains an acknowledgment by your spouse of the effect of such consent and (3) is witnessed by a notary public. Such designation will only be effective with respect to your current spouse, whose consent will be irrevocable. If you should die while you are employed by CBRE, your beneficiary will become entitled to receive a distribution of your account. Payment will be made to your designated beneficiary upon completion of the required form by such beneficiary but in no event later than five years after your death. The Plan Administrator may require that your beneficiary submit proof of identification and documentation of your death in order to receive payment. If you do not designate a beneficiary, or if no designated beneficiaries are alive when you die, the Plan provides for distribution of your accounts in the following order of priority: (1) to your surviving spouse, if any, (2) if there is no surviving spouse, to your then surviving issue by right of representation, if any (children, grandchildren, etc.), (3) if there are no surviving issue, to your surviving parents, if any and (4) if there are no surviving parents, to your estate. For the purpose of this section (and this purpose only), your spouse includes a party to a domestic partnership, civil union or other similar formal relationship registered with any domestic or foreign jurisdiction that has the legal authority to sanction marriages. 14. QUALIFIED DOMESTIC RELATIONS ORDER A qualified domestic relations order is a court order that creates or recognizes the right of an alternate payee (spouse, former spouse, child, or other dependent) to part or all of your Plan benefits. ERISA generally provides that you may not assign your interest in the Plan and protects your Plan benefits from creditors. Qualified domestic relations orders are an exception. They may require payment of benefits to an alternate payee before you have separated from service, even if the Plan prohibits distributions to you. If a domestic relations order is received with respect to your account, the Plan Administrator will notify you, a $675 fee will be charged to your account, and the Plan Administrator will determine, within a reasonable time, if the order is qualified. You and each alternate payee will be notified of the decision. If the domestic relations order is qualified, the court-ordered benefits will be transferred from your account to a separate account established for the alternate payee. Upon request to Merrill Lynch, you may obtain, free of charge, a copy of the Plan s Qualified Domestic Relations Order Procedures, which contains more details. 15. PLAN TESTING Each year the Plan is subject to special nondiscrimination tests, which include the: Actual Deferral Percentage ( ADP ) Test, which tests the amount of pay that may be deferred to a plan by certain highly compensated employees, as defined by the Internal Revenue Code. Actual Contribution Percentage ( ACP ) Test, which tests the amount of matching contributions that may be made to a Plan for certain highly compensated employees. To comply with the ADP Test, a portion of your contributions may be refunded to you if you are a highly compensated employee or CBRE may make a contribution to the Plan on your behalf if 12

14 you are not a highly compensated employee. Any refunds will be subject to applicable taxes. To comply with the ACP Test, your matching employer contributions may be forfeited to the Plan if you are a highly compensated employee. The Plan Administrator will notify you if a refund or additional contribution is required to comply with these non-discrimination tests. Please consult a tax professional to determine your individual tax consequences. 16. PLAN AMENDMENT AND TERMINATION CBRE expects to maintain the Plan indefinitely. However, it has reserved the right to amend or terminate the Plan at any time should it be considered desirable or necessary. No amendment, however, may take away any portion of your account that has vested. If the Plan is terminated, distribution of account balances will be made at the time determined by the Plan Administrator. 17. YOUR ERISA RIGHTS As a participant, you are entitled to certain rights and protection under ERISA. ERISA provides that all Plan participants shall be entitled to: Examine, without charge, at the Plan Administrator s office and at other specified locations, all Plan documents and a copy of the latest annual report (Form 5500 Series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. Obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latest annual report (Form 5500 Series) and updated summary plan description. The Plan Administrator may require a reasonable charge for the copies. Receive a summary of the Plan s annual financial report. The Plan Administrator is required by law to furnish each participant with a copy of the summary annual report. Obtain a statement telling you whether you have a right to receive a benefit at normal retirement age (age 65) and, if so, what your benefit would be at normal retirement if you stop working under the Plan now. If you do not have a right to a benefit, the statement will tell you how many more years you have to work to get a right to a benefit. This statement must be requested in writing and is not required to be given more than once a year. The Plan Administrator must provide the statement free of charge. In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the Plan. The people who operate your Plan, called fiduciaries of the Plan, have a duty to operate the Plan prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your employer or any other person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. If your claim for a benefit is denied or ignored, in whole or in part, you have a right to know why this was done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain time schedules. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request a copy of plan documents or the latest annual report from the Plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you 13

15 receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator. If you have a claim for a benefit, which is denied or ignored, in whole or in part, you may file suit in a state or federal court. In addition, if you disagree with the Plan s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in federal court. If it should happen that Plan fiduciaries misuse the Plan s money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, if for example, it finds your claim is frivolous. If you have any questions about your Plan, you should contact the Plan Administrator. If you have any questions about this SPD or about your rights under ERISA, or if you need assistance in obtaining documents from the Plan Administrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington D.C You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 18. CLAIMING YOUR BENEFITS To claim your benefits under the Plan, enforce your rights under the terms of the Plan, or clarify your rights to future benefits under the terms of the Plan, you (or your beneficiary) should contact Merrill Lynch. Merrill Lynch will explain the proper procedure for making a claim. If Your Claim Is Denied Government regulations set forth specific procedures to take care of the rare instance when a claim is denied in whole or in part. A claim might be denied if Merrill Lynch does not believe you are entitled to a benefit or if Merrill Lynch disagrees with the amount of benefit to which you believe you are entitled. If this happens to you, you may submit a written claim to the Claims Coordinator c/o Human Resources. The Claims Coordinator will review your claim and notify you in writing of his or her decision within 90 days of the date you submit your claim to the Claims Coordinator. If more time is required for a special case, the Claims Coordinator may take up to an additional 90 days, but you will receive written notification explaining the special circumstances which require more time as well as indicate the date by which a final decision is expected. If your claim is denied, the notice of denial should: be written in a manner you can easily understand, explain why your claim for a benefit has been denied and specify the Plan provisions on which the denial was based, provide a description of any additional information needed and an explanation of why it is necessary, and explain the claim review procedure and the time limits applicable to the procedure, including a statement of your right to bring a civil action under section 502(a) of ERISA following an adverse benefit determination on review. 14

16 If you do not receive notice of the status of your claim or the denial of your claim from the Plan Administrator within 90 days, or within 180 days if it is a special case, you can assume your claim has been denied and you may then request a review of the denial. If the claim is for disability benefits, the initial 90-day period is shortened to 45 days, the 90-day extension period is shortened to 30 days, and an additional 30-day extension is available. In the case of any such extension, the notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues. You will be afforded at least 45 days within which to provide the specified information. If an adverse determination is made, and an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, you will be given either a copy of the specific rule, guideline, protocol, or other similar criterion; or a statement that such a rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination and that a copy of such rule, guideline, protocol, or other criterion will be provided free of charge to you upon request. Review Of The Denial If your claim has been denied, you may request a review of the denial. You have 60 days after receipt of the written notice of denial to request a review. This request must be in writing and may be made to the Plan Administrator. If you wish, you (or your representative) may also review the Plan documents free of charge and submit issues and comments supporting your claim, in writing, to the Plan Administrator. A review of the denial should be made in writing by the Plan Administrator within 60 days (45 days in the case of a claim for disability benefits) after your request is received. If more time is required for a special case, the Plan Administrator may take up to an additional 60 days (45 days in the case of a claim for disability benefits), but you will receive written notification explaining the special circumstances which require more time as well as indicate the date by which a final decision is expected. The decision will be written in a manner you can easily understand. If the decision is adverse, the notification will: explain why the decision was adverse and specify the Plan provisions on which the decision is based, state that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits, and state that you have a right to bring an action under section 502(a) of ERISA. If you do not receive a decision on your request for review within 60 days (or 45 days in the case of a claim for disability benefits), or within 120 days (or 90 days in the case of a claim for disability benefits) if it is a special case, you can assume your request has been denied. If you disagree with the results of the review, you may file suit in federal or state court. If your suit is successful, the court may award you legal costs including attorney s fees. All benefit claim determinations will be made in accordance with governing plan documents. Plan provisions will be applied consistently with respect to similarly situated claimants. You must exhaust the Plan s claims procedures prior to filing suit in state or federal court. 15