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

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 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 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 appropriate legends on stock certificates)
if,  in the judgment of the Corporation and its counsel, such restrictions are
necessary or desirable in order to achieve compliance with the provisions of
the Act, the securities laws of any state, or any other law. In the event that
the sale of such  shares under the Plan is not registered under the Act but an
exemption is available which requires an investment representation or other representation,
the Participant shall be required to represent that such shares are being acquired
for  investment, and not with a view to the sale or distribution thereof, and
to make such other representations as are deemed necessary or appropriate by
the Corporation and its counsel. 


          (b)          Stock
certificates or book entries evidencing such shares awarded under the Plan pursuant
to an unregistered transaction shall bear the following restrictive legend and
such other restrictive  legends as are required or deemed advisable under the
provisions of any applicable law: 


  “THE SALE OF THE SECURITIES
        REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
        1933 (THE “ACT”). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID
        UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH
        TRANSFER OR, IN THE OPINION OF COUNSEL FOR THE ISSUER, SUCH REGISTRATION
        IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.” 



          Any determination by the Corporation and its counsel in connection with any of the matters set forth in this paragraph shall be conclusive as to all binding persons. 


          6.           Rights
as an Employee.  Nothing in the Plan or
this Agreement shall be construed to give the Participant or any person the right
to remain  in the employment of the Corporation or a Subsidiary or to affect
the right of the Corporation or Subsidiary to terminate the Participant’s
or such other person’s employment at any time with or without cause, it
being acknowledged, unless expressly provided otherwise in writing, that the
Participant’s employment is “at will.”

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          7.           Inspection of Records. Copies of the Plan, records reflecting the Participant’s Restricted Stock Entitlement award(s), and any other
documents and records which the Participant is entitled by law to inspect shall be open to inspection by the Participant and his or her duly authorized representative(s) at the office of the Corporation at any reasonable business hour. 


          8.           Notices. Any notice to the Corporation contemplated by this Agreement shall be addressed to the attention of the Corporation’s Human
Resource Department at 1334 York Avenue, New York, New York 10021; and any notice to the Participant shall be addressed to him or her at the address on file with the Corporation on the date hereof or at such other address as he or she may hereafter
designate in writing. 


          9.           Interpretation. The interpretation, construction, performance, and enforcement of this Agreement and of the Plan shall lie within the sole
discretion of the Committee, and the Committee’s determinations shall be conclusive and binding on all interested persons. 


          10.         Choice
of Law.  This Agreement, and all rights
and obligations hereunder, shall be governed by the laws of the State of New
York.



     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement, in the case of the Corporation by its duly authorized officer, as of the day and
year first above written. 


  SOTHEBY’S 

      

      By:______________________ 

      

      Its:_______________________

      

      

      Dated:____________________

      

      

      By:______________________ 

                Participant’s
      Signature 

      

      Dated:____________________

  

 

 

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SCHEDULE 1 

	
Employee:
  	
          <Full Name>
  
	
Date of Grant:
  	
          <Date>
  
	
Restricted Stock Entitlements Awarded:
  	
          <No. of Shares>
  





RIGHT TO EXERCISE 


Subject to the terms of the Plan and the conditions set forth in this Agreement, the Restricted Stock Entitlement awarded subject to this Agreement shall vest as follows: 

 

	
Number of Shares Vested
  	
Vesting Date
  
	 	 
	
<No. of Shares> (25% of shares)
  	
              <Date> (1st
 anniversary of date of grant)
  
	 	 
	
<No. of Shares> (25% of shares)
  	
              <Date> (2nd
 anniversary of date of grant)
  
	 	 
	
<No. of Shares> (25% of shares)
  	
              <Date> (3rd
 anniversary of date of grant)
  
	 	 
	
<No. of Shares> (25% of shares)
  	
              <Date> (4th
 anniversary of date of grant)
  







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