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Exhibit 10.2
FORM OF
SOTHEBY'S
AMENDED AND RESTATED RESTRICTED
STOCK PLAN
RESTRICTED STOCK
AGREEMENT
THIS AGREEMENT, entered into
effective as of the <Day> day of <Month>,
<Year> between SOTHEBY'S, a Delaware corporation (the "Corporation"), and
<Full Name>
(the "Participant").
WITNESSETH:
WHEREAS , the Board of Directors of the Corporation
(the "Board") has established the Sotheby's Amended and Restated
Restricted Stock Plan, (the "Plan") in order to provide employees
of the Corporation and its Subsidiaries with a favorable
opportunity to acquire shares of the Corporation's Common Stock as
an inducement to remain in the service of the Corporation or a
Subsidiary and to promote the Participant’s commitment to the
success of the Corporation during such service.
NOW, THEREFORE,
it is agreed as
follows:
1.
Definitions and
Incorporation . The
terms used in this Agreement shall have the meanings given to such
terms in the Plan. The Plan is hereby incorporated in and made an
integral part of this Agreement as if fully set forth herein. In
the event of any inconsistency between any provision of the Plan
and any provision of this Agreement, the provision of the Plan
shall prevail. The Participant hereby acknowledges that he or she
has received a copy of the Plan.
2.
Grant of Restricted
Stock . Pursuant
to the Plan, the Corporation hereby grants to the Participant
effective as of <Date>, <No. of Shares>
shares of Common Stock.
3.
Voting and Dividend
Rights . Except
as otherwise determined by the Compensation Committee, holders of
Restricted Stock shall have the right to vote such shares and the
right to receive any dividends with respect to such shares, whether
or not the shares of Restricted Stock are vested.
4.
Termination of
Employment. Except
in the case of the death, Disability, or Retirement of the
Participant, in the event a Participant terminates employment prior
to 100% vesting, the Participant’s rights with respect to any
shares of Restricted Stock which are not vested shall be forfeited
immediately and permanently. A Participant shall be 100% vested in
his Restricted Stock in the event he terminates employment by
reason of death, Disability or Retirement or in the event of a
Change of Control of the Corporation (as defined in the
Plan.)
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5.
Securities Law
Requirements.
(a)
Regardless of whether the offering and sale of the shares of Common
Stock under the Plan have been registered under the United States
Securities Act of 1933, as amended (the “Act”), or have
been registered or qualified under the securities laws of any
state, the Corporation may impose restrictions upon the sale,
pledge, or other transfer of such shares (including the placement
of a
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