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EXHIBIT
10.2
SECOND AMENDMENT
TO
SOTHEBY’S AMENDED AND RESTATED
RESTRICTED STOCK PLAN
THIS
SECOND AMENDMENT to the Sotheby’s Amended and Restated
Restricted Stock Plan (“Second Amendment”), dated the
seventh day of September, 2007 is adopted by Sotheby’s, a
Delaware corporation (the “Corporation”). All
capitalized terms used in this Second Amendment that are not
defined herein shall have the meanings ascribed to them in the Plan
(as defined below).
RECITALS:
A.
The Sotheby’s Amended and Restated Restricted Stock Plan, as
amended (the “Plan”) was adopted by the Compensation
Committee (the “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. The Plan was amended pursuant to a
First Amendment to Sotheby’s Amended and Restated Restricted
Stock Plan, dated July 28, 2006.
B.
Pursuant to Section 8.1 of the Plan, the Committee has the
authority to amend the Plan. The Committee desires to and does
hereby amend the Plan, as hereinafter set forth, to authorize the
grant of Restricted Stock Entitlements to free share awards of the
Corporation’s Common Stock that qualify for preferential
personal income tax and social security tax treatment under French
law.
NOW,
THEREFORE, the Plan is hereby amended by adding a new Article 12,
also referred to as the French Sub-Plan as follows:
1
Article
12
French Sub-Plan; For
Individuals Who are French Resident Taxpayers and/or Subject to the
French Social Security Scheme in France
All
Awards granted under this Article 12 (also referred to as the
“ French Sub-Plan ”) to an Employee who is a
French resident taxpayer and/or subject to the French social
security scheme in France shall comply with the terms of this
French Sub-Plan. The purpose of the French Sub-Plan is to grant
Restricted Stock Entitlements to free share awards of the
Corporation’s Common Stock that qualify for favorable income
tax and social security tax treatment under French law. In the
event any other provision of the Plan conflicts with a provision of
this Article 12, the provision in Article 12 shall control with
respect to any Award granted under Article 12. No other Award
granted under the Plan shall be subject to the provisions of this
Article 12.
12.1 Def
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