EXHIBIT 10.2


 


FIRST
  AMENDMENT TO

SOTHEBY'S, INC.

2005 BENEFIT EQUALIZATION PLAN



WHEREAS Sotheby's, Inc. (the "Company") maintains the Sotheby's, Inc. 2005 Benefit Equalization Plan (the "Plan"); and


WHEREAS Article IX of the Plan grants the Company the right to amend the Plan from time to time, and the Company now desires to amend the Plan, effective January 1, 2006, (unless indicated otherwise) (i) to change the eligibility rules with respect to employees promoted to Senior Vice President during a calendar year, (2) to modify the definition of Change of Control in connection with the Company’s recapitalization plan announced September 8, 2005, and (3) to make certain technical amendments to comply with Section 409A of the Internal Revenue Code of 1986, as amended.




  	 	 :NOW,
        THEREFORE, IT IS RESOLVED that the Plan is amended as follows
	 	 	 
	 	1.	 Section
        2.5 of the Plan is amended in its entirety by substituting the following:
	 	 	 	 
	  
	 	 “2.5 
        	 “Change
          of Control” means for purposes of the Plan,
          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 Sotheby’s Holdings, Inc. (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 comprising the Incumbent Board shall
        be considered as though the individual were a member of the Incumbent
        Board.”
	 	 	 	 
	 	2.	Section 2.9 of the Plan is amended
        in its entirety by substituting the following:
	 	 	 	 
	 	 	“2.9	“Eligible Employee”
        means any employee who is a Senior Vice 
	 	 	 	 





 






	 	 	 	President or higher and who has been designated by the Company
      as eligible to participate in the Plan. Employees who are promoted to Senior
      Vice President during the Plan Year and employees who are hired during the
      Plan Year at the level of Senior Vice President or above are eligible to
      participate in the Plan within 30 days of their promotion or hire date,
      as applicable.”
	 	 	 	 
	 	3.	Section 5.2 of the Plan is amended in its entirety
      by substituting the following:
	 	 	 	 
	 	 	“5.2	Distribution Upon Termination of Employment
      For Any Reason. Such benefits shall be paid
      to the Eligible Employee in a lump sum payment six (6) months following
      the last day of the month in which such Participant terminates employment
      with the Company, or as soon thereafter as is administratively practicable.
      Distribution may be accelerated in the event of a Participant’s death
      or Disability. For purposes of the Plan, Disability means a physical or
      mental impairment that can be expected to last for at least 12 months or
      to result in death, and the impairment either prevents the Participant from
      engaging in any substantial gainful activity or entitles the Participant
      to receive income replacement benefits for at least three (3) months under
      the Company’s long term disability plan.
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 



 


 


IN WITNESS WHEREOF, this Fifth Amendment to the Plan is hereby executed this 9TH day of December, 2005.


 





  	 	SOTHEBY'S, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Susan Alexander                                                       
	 	 	 
	 	Its: 	Executive Vice President, Worldwide
        Human Resources