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Exhibit 10.3
FORM OF
SOTHEBY'S
AMENDED AND RESTATED RESTRICTED STOCK
PLAN
RESTRICTED STOCK ENTITLEMENT
AGREEMENT
THIS AGREEMENT, effective as of the
<Day> day of <Month> , <Year>, is
entered into 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 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
Entitlement .
Pursuant to the provisions of the Plan,
certain non-U.S. taxpayers are issued Restricted Stock
Entitlements, rather than Restricted Stock, for tax reasons.
Restricted Stock Entitlements entitle holders to call (without
payment) for the relevant amount of the Corporation’s Common
Stock at the applicable vesting date. Non-U.S. taxpayers are deemed
to have called for the shares of Common Stock that vest on the
applicable vesting date in accordance with Schedule 1, attached
hereto. Pursuant to the Plan, the Corporation hereby grants to the
Participant effective as of <Date> an award of <No. of
Shares> Restricted Stock
Entitlements.
3.
Voting and Dividend
Rights .
Voting and dividend rights do not apply to
Restricted Stock Entitlements until they have vested. Except as
otherwise determined by the Compensation Committee, holders of
Restricted Stock Entitlements shall have the right to vote vested
shares and the right to receive any dividends with respect to
vested shares only.
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 Restricted
Stock Entitlements which are not vested shall be forfeited
immediately
1
and permanently. A
Participant shall be 100% vested in his Restricted Stock
Entitlements 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.)
5.
Securities Law
Requirements.
(a)
Regardless of whether the offering and sale of the shares of Common
Stock unde
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