EXHIBIT 10.1
April 27, 2009
Mr. William S. Sheridan
Chief Financial Officer, Executive Vice President
Sotheby’s
1334 York Avenue
New York, New York 10021
Re: Amendment to
Severance Agreement
Dear Bill:
I write further to your
conversation with Bill Ruprecht earlier this month to confirm what
we have agreed with you in relation to your remuneration going
forward in response to current challenges facing Sotheby’s
business in a difficult economy. As you are aware, Sotheby’s
highly compensated executive employees are being asked to have
their salary reduced as part of the Company’s initiatives to
best position the organization to address these challenges.
Accordingly, upon your execution of this amendment to your
Severance Agreement, which is dated as of August 3, 2006, as
amended March 7, 2008 (the “Agreement”), your base
salary will be reduced from $600,000 to $540,000 effective May 1,
2009. This amendment is as follows:
Waivers
The Agreement permits you to
terminate your employment with the Company for “Good
Reason” (as defined in Exhibit A to the Agreement) for the
following pertinent or potentially pertinent reasons (i)
“failure by the Company to pay you a base salary of not less
than $600,000”…or (ii) “any action by the
Company that results in a material diminution in your position
without your express consent. . .”. You agree to waive
irrevocably the right to terminate the Agreement and assert a
separation for “Good Reason” along with any other
rights you may have under the Agreement as a result of this salary
reduction. You further agree that no portion of the salary
reduction is being deferred to any future date.
Amendments
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You agree that:
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1.
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The definition of “Good Reason” stated in Exhibit A
to the Agreement in clause (a), as amended on March 7, 2008, shall
be deleted and replaced with the following:
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“failure by the Company to pay you a
base salary of not less t
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