SOTHEBY'S RESTRICTED STOCK UNIT PLAN

Exhibit_10.5

SOTHEBY’S

RESTRICTED STOCK UNIT PLAN

(As Amended and Restated Effective As Of February 1, 2009)

SOTHEBY’S RESTRICTED STOCK UNIT PLAN

(As Amended and Restated Effective As Of February 1, 2009)

TABLE OF CONTENTS

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SOTHEBY’S RESTRICTED STOCK UNIT PLAN

(As Amended and Restated Effective As Of February 1, 2009)

Article 1
Background, Amendment, Purpose and Term

           1.1 Establishment of Original Plan and Amendment and Restatement of Plan. The Sotheby’s Holdings, Inc. 2003 Restricted Stock Plan (the “Plan”) was originally established effective May 1, 2003. The Plan was amended and restated in 2006 in connection with the 2005 recapitalization of Sotheby’s Holdings, Inc. and its subsequent reincorporation in the State of Delaware. The Plan was then adopted by Sotheby’s, a Delaware corporation, as the successor to Sotheby’s Holdings Inc.

           1.2 Addition of Restricted Stock Units. The Plan is hereby amended and restated effective as of February 1, 2009 to add Restricted Stock Units as compensatory awards to Employees under the Plan. The award of Restricted Stock Units in lieu of Restricted Stock offers certain tax advantages and flexibility to Participants. The Corporation contemplates that all awards granted under the Plan on or after February 1, 2009 will be in the form of Restricted Stock Units rather than Restricted Stock. Notwithstanding the preceding sentence, the Corporation retains the authority to make Restricted Stock Awards in its discretion. In addition, all Restricted Stock Awards made prior to February 1, 2009 will continue to retain their character as Restricted Stock and continue to be subject to Plan provisions and tax-treatment applicable to Awards of Restricted Stock.

           1.3 Purpose of Plan. The purpose of the Plan is to promote the interests of the Corporation and its shareholders by providing certain Employees of the Corporation with additional incentives to continue and increase their efforts with respect to achieving success in the business of the Corporation and its Subsidiaries and attracting and retaining the best available personnel to participate in the ongoing business operations of the Corporation and its Subsidiaries.

           1.4 Adoption and Term. The Plan has been approved by the Board of Directors of the Corporation. The Plan will remain in effect until terminated or abandoned by action of the Board of Directors.

Article 2
Definitions

          In the Plan, whenever the context so indicates, the singular or plural number, and the masculine, feminine or neuter gender shall each be deemed to include the other, the terms “he,” “his,” and “him” shall refer to a Participant, and the capitalized terms shall have the following meanings:

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           2.1 “Articles of Incorporation” means the Articles of Incorporation of the Corporation, or other similar document of any successor to the Corporation, as the same may be amended from time to time.

           2.2 “Award” means individually or collectively, a grant of Restricted Stock or Restricted Stock Units under this Plan.

           2.3 “Award Agreement” means an agreement entered into by each Participant and the Corporation, setting forth the terms and provisions applicable to Awards granted to Participants under the Plan.

           2.4 “Beneficiary” means (i) an individual, trust, or estate, who or which, by will or by operation of the laws of descent and distribution, succeeds to the rights and obligations of a Participant under the Plan upon the Participant’s death; or (ii) an individual who, as a result of designation by a Participant, succeeds to the rights and obligations of such Participant under the Plan and the Award Agreement upon such Participant’s death.

           2.5 “Board of Directors” means the Board of Directors of the Corporation.

           2.6 “Business Day” means any Day on which the New York Stock Exchange s open for trading.

           2.7 “Change in Control” means the date upon which: (i) any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (a “Person”), shall become, directly or indirectly, the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of Common Stock of the Corporation enabling such Person to elect a majority of the members of the Board of Directors of the Corporation; or (ii) the individuals who constitute the Board (the “Incumbent Board”) cease for any reason within any period of 12 consecutive months to constitute at least a majority of the members of the Board; provided, however, that any individual becoming a director whose election, or nomination for election by the Corporation’s shareholders, was approved by a vote of at least a majority of the directors then compromising the Incumbent Board shall be considered as though the individual were a member of the Incumbent Board.

           2.8 “Code” means the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

           2.9 “Common Stock” means Corporation, par value $0.01 per share.

           2.10 “Compensation Committee” or “Committee” means the Compensation Committee established by the Board of Directors, or such other committee as the Board may establish and assign the responsibility of administering this Plan.

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          2.11 “Confidential Information” means, with respect to the Corporation and its Subsidiaries, any confidential information regarding the financial situation and particular needs of the Corporation and its Subsidiaries as well as of, or relating to, their customers and clients (including, without limitation, consignors, buyers and principals), the identity of such Persons, client lists, documents and information regarding the Corporation’s and any Subsidiary’s sales data, marketing, operational and appraisal techniques, contracts, pricing, costs and profits, and any other information maintained as proprietary or as trade secrets or as confidential.

          2.12 “Corporation” means Sotheby’s, a Delaware corporation, and any successor in interest to the business of the Corporation that has, by agreement, adopted the Plan.

          2.13 “Date of Grant” , with respect to an Award, means the date on which the Compensation Committee grants such Award pursuant to the Plan.

          2.14 “Day” means each calendar day, including Saturdays, Sundays, and legal holidays; provided, however, that if the Day on which a period of time for consent or approval or other action ends is not a Business Day, such period shall end on the next Business Day.

          2.15 “Disability” or “Disabled” means, with respect to an Employee, a physical or mental condition resulting from any medically determinable physical or mental impairment that renders such Employee incapable of engaging in any substantial gainful employment and that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than three hundred sixty-five (365) Days. The Disability of an Employee and the date upon which an Employee ceases to be employed by reason of Disability shall be determined by the Compensation Committee in accordance with uniform principles consistently applied, upon the basis of such evidence as the Compensation Committee deems necessary and desirable, and its good faith determination shall be conclusive for all purposes of this Plan and the relevant Award Agreement.

          2.16 “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 (while a corporation continues to be a Subsidiary) including officers (whether or not they may also be directors) of the Corporation or a Subsidiary. An Employee shall cease to be an Employee upon the voluntary or involuntary termination of his employment with the Corporation or a Subsidiary for any reason, including death, Disability, Retirement, or with or without cause. 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 Compensation Committee, in its sole discretion.

          2.17 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

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           2.18 “Fair Market Value” means the value of each share of Restricted Stock, determined for a particular date as follows:

          The Fair Market Value of a Restricted Stock Unit means the Fair Market Value (as defined in (a), (b) or (c) above) of the underlying shares of Common Stock subject to the Restricted Stock Unit.

           2.19 “Fiscal Year” means the fiscal year of the Corporation.

           2.20 “Fractional Share” means a portion of, or less than the whole of, a share of Common Stock.

           2.21 “Participant” means an Employee who has an outstanding Award granted under this Plan.

           2.22 “Period of Restriction” means the period during which the transfer of shares of Common Stock subject to a Restricted Stock Award or a Restricted Stock Unit Award is subject to a substantial risk of forfeiture or limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Compensation Committee, in its discretion) as provided in Section 6.2 or 7.3.

           2.23 “Person” or “Persons” means an individual, a partnership (general or limited), corporation, joint venture, business trust, cooperative, association, or other form of business organization, whether or not regarded as a legal entity under applicable law, a trust (inter vivos or testamentary), an estate of a deceased, insane, or incompetent person, a quasi-governmental entity, a government or any agency, authority, political subdivision, or other instrumentality thereof, or any other entity.

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          2.24 “Plan” means the Sotheby’s Restricted Stock Unit Plan as amended and restated effective as of February 1, 2009, as such plan may be amended from time to time.

          2.25 “Reporting Person” means any and all Employees subject to Section 16 of the Exchange Act.

          2.26 “Restricted Stock, Restricted Stock Entitlements and Restricted Stock Units”

          2.27 “Retirement” means the termination of employment by an Employee after the attainment of the age of sixty-five (65) years or upon such earlier date as required by local law or as otherwise determined or approved by the Compensation Committee.

          2.28 “Section 162(m) Subcommittee” shall be a 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 purpose of the Section 162(m) Subcommittee is to approve Restricted Stock Awards to “covered employees” (as defined in Code Section 162(m)) so that the Restricted Stock can qualify as performanced-based compensation under Code Section 162(m).

          2.29 “Securities Act” means the Securities Act of 1933, as amended.

          2.30 “Subsidiary” means any corporation at least 50% of the total combined voting power of which is owned by the Corporation or another Subsidiary.

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          2.31 “Transfer” means any assignment, sale, transfer, conveyance, mortgage or other encumbrance, pledge, or other disposition or act of alienation, whether voluntary or involuntary, or by operation of law.

          2.32 “Valuation Date” means, with respect to an Award of Restricted Stock or Restricted Stock Units, the Business Day immediately preceding either (a) the Date of Grant of such Award, (b) the vesting date or (c) other event applicable to such Award. Whenever reference is made to a Valuation Date, it shall mean, with respect to the Common Stock, the value at the close of trading on such Valuation Date, and with respect to any other item, midnight in New York City, New York at the end of such Valuation Date.

Article 3
Administration

          3.1 Administration. The Plan shall be administered by the Committee in accordance with this Article 3. Subject to the terms and conditions of the Plan, the Committee or the Section 162(m) Subcommittee as applicable shall have the sole discretionary authority:

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          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 on any other occasion(s).

          The Committee may delegate to one or more Persons any of its powers, other than its power to authorize the granting of Awards, hereinbefore or hereinafter 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. Notwithstanding the foregoing, the Committee may not delegate a power if the delegation of such power would cause the Plan to fail to satisfy the plan administration requirements set forth in Rule 16b-3(c) promulgated under the Exchange Act or section 162(m) of the Code and the regulations promulgated thereunder. Any Person or Persons delegated or designated by the Committee shall be subject to the same obligations and requirements imposed on the Committee and its members under the Plan.

          3.2 Expenses of Administration. The Corporation shall pay all costs and expenses of administering the Plan.

          3.3 Indemnification. The Committee, members of the Committee, and each Person or Persons designated or delegated by the Committee, and the shareholders, directors and officers of the Corporation, shall be entitled to indemnification and reimbursement from the Corporation for any action or any failure to act in connection with services performed by or on behalf of the Committee for the benefit of the Corporation to the fullest extent provided or permitted by the Corporation’s Articles of Incorporation and by any insurance policy or other agreement intended for the benefit of the Committee as a committee of the Board of Directors or otherwise, or by any applicable law.

Article 4
Shares of Common Stock Subject to the Plan

          4.1 Shares Subject to the Plan. The shares of stock to be made the subject of Restricted Stock and Restricted Stock Unit Awards granted under the Plan shall be shares of the Corporation’s authorized but unissued or reacquired Common Stock. Subject to adjustment as provide