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Exhibit 10.1
FIRST AMENDMENT
TO
SOTHEBY'S AMENDED AND
RESTATED
RESTRICTED STOCK PLAN
THIS FIRST AMENDMENT to the Sotheby's
Amended and Restated Restricted Stock Plan ("First Amendment"),
dated the 28th day of July, 2006, is adopted by Sotheby's, a
Delaware corporation (the "Corporation").
RECITALS:
A.
The
Sotheby’s Amended and Restated Restricted Stock Plan (the
“Plan”) was adopted by the Compensation Committee of
the Board of Directors of the Corporation in March, 2006 and
approved by the shareholders of the Corporation at the
Corporation’s 2006 Annual Meeting of Shareholders on May 8,
2006.
B.
Pursuant
to Section 8.1 of the Plan, the Corporation has the authority to
amend the Plan. The Corporation desires to and does hereby amend
the Plan, as hereinafter set forth, to authorize the grant of
Restricted Stock Entitlements under the Plan to certain non-U.S.
employees where the grant of Restricted Stock would result in
adverse tax consequences under non-U.S. tax law.
NOW, THEREFORE, the Plan is hereby amended
as follows:
1.
Section
2.28 of the Plan is amended in its entirety by substituting the
following:
“2.28
Restricted Stock and Restricted Stock Entitlements.
Restricted Stock means those shares of
Common Stock made the subject of any Award granted
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