SOTHEBY'S HOLDINGS, INC. EXECUTIVE BONUS PLAN EFFECTIVE AS OF JANUARY 1, 2005 SOTHEBY'S HOLDINGS, INC. EXECUTIVE BONUS PLAN TABLE OF CONTENTSEmployee Bonus Plan Agreement |
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Exhibit 10.1 SOTHEBY'S HOLDINGS, INC. EXECUTIVE BONUS PLAN EFFECTIVE AS OF JANUARY 1, 2005 SOTHEBY'S HOLDINGS, INC.
i SOTHEBY'S HOLDINGS, INC. 1.1 Establishment of Plan. Effective as of January 1, 2005, Sotheby's Holdings, Inc. (the “Corporation”) hereby establishes the Sotheby's Holdings, Inc. Executive Bonus Plan (the “Plan”). 1.2 Purpose of Plan. The purpose of the Plan is to attract, retain, motivate and reward highly qualified and experienced executives who will perform in the best interests of the Corporation. The Plan provides eligible employees with the opportunity to earn Performance Bonuses based on certain targeted levels of the Corporation's financial performance as described herein. 1.3 Adoption and Term. The Plan has been approved by the Board of Directors of the Corporation and, subject to the approval of a majority of the voting power of the shareholders of the Corporation, is effective as of January 1, 2005. The Plan will remain in effect until terminated or abandoned by action of the Board of Directors. For the purposes of this Plan, the following words and phrases have the meanings indicated, unless the context clearly indicates otherwise. 2.1 Annual Incentive Bonus Plan means the Corporation's existing annual bonus program. 2.2 Beneficiary is determined under Section 6.5. 2.3 Business Day means any day on which the New York Stock Exchange is open for trading. 2.4 Code means the Internal Revenue Code of 1986, as amended. 2.5 Corporation means Sotheby's Holdings, Inc., a Michigan corporation. 2.6 Compensation Committee means the Compensation Committee of the Board of Directors of the Corporation. 2.7 Date of Grant with respect to an award of Restricted Stock, means the date on which the Compensation Committee approves the award of Restricted Stock under Article 6 of the Plan. 2.8 Employee means an individual who is and continues to be employed (within the meaning of Section 3401 of the Code and the regulations promulgated thereunder) by the Corporation or a subsidiary of the Corporation. An Employee shall cease to be an Employee upon the voluntary or involuntary termination of his employment with the Corporation for any reason. Whether an authorized leave of absence or an absence due to military or government service, disability, or any other reason constitutes a cessation of employment, shall be determined by the Corporation. 2.9 Exchange Act means the Securities Exchange Act of 1934, as amended. 2.10 Financial Plan means the annual financial plan adopted by the Corporation and approved by the Corporation's Board of Directors. 2.11 GAAP means generally accepted accounting principles in the United States. 2.12 Net Income means net income as determined in accordance with GAAP. 2.13 Participant means an Employee who has been selected to participate in the Plan for a particular Plan Year based on the Chief Executive Officer's annual recommendation to the Compensation Committee. It is intended that only a select group of key executives will be eligible to participate in the Plan. 2.14 Performance Bonus means, for each Participant, the amount payable to him as a bonus pursuant to the Plan. 2.15 Performance Goals are defined in Section 5.1. B-1 2.16 Plan Year means the calendar year. 2.17 Restricted Stock means shares of the Corporation's Class B Common Stock issued under the Sotheby's Holdings, Inc. 2003 Restricted Stock Plan. 2.18 Restricted Stock Plan means the Sotheby's Holdings, Inc. 2003 Restricted Stock Plan. 2.19 Section 162(m) Subcommittee means the Subcommittee of the Compensation Committee comprised solely of two or more members of the Board, as determined by the Board from time to time, each of whom shall be (i) a “Non-Employee Director” as that term is defined and interpreted pursuant to Rule 16b-3 promulgated under Section 16 of the Exchange Act and (ii) an “outside director” as that term is defined and interpreted pursuant to Section 162(m) of the Code and the regulations thereunder. The Section 162(m) Subcommittee has two purposes: (i) to determine and approve Performance Bonuses to “covered employees” (as defined in Code Section 162(m)) so that the Performance Bonuses can qualify as performance-based compensation under Code Section 162(m) and (ii) to determine and approve equity security grants to Section 16 reporting persons so that the grants can qualify for a Rule 16b-3 exemption from “short swing” trading liability under Section 16 of the Exchange Act. References in the Plan to the Compensation Committee shall also mean the Section 162(m) Subcommittee when such action or approval by the Section 162(m) Subcommittee is required to comply with the requirements for performance based compensation under Code Section 162(m). 2.20 Target Bonus means the amount established for each Employee under the Annual Incentive Bonus Plan. An Employee shall be eligible to participate in the Plan if he is designated as eligible by the Corporation each year. Individuals not specifically designated by the Corporation are not eligible to participate in the Plan. Eligibility will be determined each Plan Year. The Corporation intends that only certain senior-level key executives will be eligible to participate in the Plan. In making such selections, the Corporation may take into account the nature of the services rendered by such Employees, their present and potential contributions to the Corporation's success, and such other factors as the Corporation in its discretion shall deem relevant. 4.1 Administration. The Plan shall be administered by the Compensation Committee or the Section 162(m) Subcommittee, as applicable, in accordance with this Article 4. The Compensation Committee shall have the sole discretionary authority (i) to select the Employees who are eligible to participate in the Plan, (ii) to establish and/or approve the Performance Goals, (iii) to interpret the Plan, (iv) to establish and modify administrative rules for the Plan, (v) to impose such conditions and restrictions on Performance Bonuses as it determines appropriate, and (vi) to take any other actions in connection with the Plan or Performance Bonuses and to make all determinations under the Plan as it may deem necessary or advisable. Action taken or not taken by the Compensation Committee on one or more occasions shall be without obligation to take or not take such action or like action on any other occasion(s). The Compensation Committee may delegate to one or more Persons, including the Section 162(m) Subcommittee, any of the powers herein provided or conferred, or designate one or more Persons to do or perform those matters to be done or performed by the Compensation Committee, including administration of the Plan. Any Person or Persons delegated or designated by the Compensation Committee shall be subject to the same obligations and requirements imposed on the Committee and its members under the Plan. 4.2 Expenses of Administration. The Corporation shall pay all costs and expenses of administering the Plan. B-2 4.3 Indemnification. The Compensation Committee, members of the Compensation Committee, and each Person or Persons designated or delegated by the Compensation Committee, and the shareholders, directors, officers and agents of the Corporation shall be indemnified for any action or any failure to act in connection with services performed by or on behalf of the Compensation Committee to the fullest extent provided or permitted by the Corporation's Articles of Incorporation and any other applicable legally binding document and by any insurance policy or other agreement intended for the benefit of the Compensation Committee as a committee of the Board of Directors or otherwise, or by any applicable law. ARTICLE 5 5.1 Establishment of Performance Goals. Target performance goals under the Plan shall be measured in terms of designated levels of Net Income or such other financial performance criteria as the Compensation Committee shall provide. 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