EXHIBIT 10(u)
SOTHEBY'S
Founded 1744
1334 York Avenue
New York, New York 10021
Telephone: (212) 606-7366
FAX: (212) 606-7015
Diana D. Brooks
President and Chief Executive Officer
October 25, 1993
Mr. Henry Wyndham
The Old Rectory
Southease Near Lewes
East Sussex, England
Dear Henry:
Following our meeting last week, I thought it best to set out in one
letter an outline of the terms we discussed so that we are certain to be in
agreement on the essential points.
1. Subject to the ratification of the Board of Directors, you would
join Sotheby's in London on February 1, 1994 as Chairman of Sotheby's in the
U.K. In that capacity, you would report to me as President and Chief
Executive Officer of Sotheby's Worldwide Auction Operations. In addition to
the Chairmanship of Sotheby's in the U.K., you would also become a member of
the Worldwide Management Committee and, subject to ratification of the Board
of Directors of Sotheby's Europe, you will also report to the Board of
Directors of Sotheby's Holdings, Inc. to assist in Sotheby's related matters
as is directed from time to time.
2. Your base pensionable salary will be L100,000 per annum, payable
monthly by bank transfer in arrears at the end of each month. At the
completion of the first three year period of employment, we agree that your
yearly pensionable salary shall be no less than L130,000. Your pensionable
salary will be reviewed each year of your employment, or as is otherwise
consistent with company policy. In addition, for your first three years of
employment, you will receive a non-pensionable salary supplement of L30,000
per annum, payable in two equal installment of L15,000 on the first of
February of each such year and the first of August of each such year. These
payments will only be made if you are employed by Sotheby's on the dates
payments are due.
3. We agree to pay you a signing bonus of L100,000 on February 1, 1994
in cash or otherwise in a method to be mutually
agreed. You will also be eligible for a bonus which, as with other company
employees, is purely discretionary.
4. We will recommend at the next meeting of the Audit and Compensation
Committee of Sotheby's Holdings, Inc. on October 28, 1993 that you be
granted, effective your date of hire (February 1, 1994), 75,000 stock options
under the term of Sotheby's Stock Option Plan and we will let you know as
soon as possible after that meeting whether that recommendation has been
approved. You will also be eligible for annual share option grants at the
discretion of the Board of Directors of Sotheby's Holdings, Inc. If you wish
to trade in any of these options, you will be subject to the same rules and
regulations as all other employees of Sotheby's.
5. You will receive a business development and travel allowance of
L15,000 per annum. Details of the company's travel and entertainment
policies are available for your review.
6. Upon joining Sotheby's, you will be eligible for the following
benefits:
(a) Sotheby's Pension Scheme. This is a final salary scheme.
Pension benefits accrue at 1/60th of your final salary for each year of
membership until retirement at age 65. Your contribution is 4% of your
pensionable salary, up to the statutory earning cap (currently at L75,000 per
annum). No pension benefit will accrue for any portion of your future base
pensionable salary above the then prevailing earnings cap, or on any non-
pensionable salary. The terms and conditions of Sotheby's Pension Scheme is
available for your review and constitutes a part of the Agreement.
(b) Life Assurance cover. This benefit, in the event of death
during the course of employment, is equal to four times your basic
pensionable salary up to the statutory earnings cap then in effect.
Information on Sotheby's Life Assurance plan is available and also
constitutes a part of this Agreement.
(c) Private Health Insurance. Upon joining Sotheby's, you and
your family would be eligible for Sotheby's medical coverage. The medical
plans of Sotheby's are available for your review and constitute a part of
this Agreement.
(d) Holidays. In addition to any bank or governmental holidays
the company recognizes, you will be entitled to 25 working days per annum to
be taken between September 1 and the following August 31. Any vacation days
not taken during those dates can be deferred until the 31 of December
immediately following. Thereafter, unused holidays are automatically
forfeited. Information on Sotheby's holiday policy is available and
constitutes a part of this Agreement. Also available for your information is
Sotheby's Company Rules and Conditions of Employment in accordance with the
Employment Protection
(Consolidation Act 1978). Sotheby's Company Rules and Conditions also
constitute a part of this Agreement.
7. In the event you are interested in making purchases or selling your
property at Sotheby's or any of its affiliated companies, you must follow
company policy. Sotheby's Rules for Buying and Selling, and Sotheby's
Conflict of Interest Policy are both available for your review and constitute
a part of this Agreement.
8. You and we agree that subject to a resolution of its shareholders,
Dawnrace will be dissolved on or as soon as is reasonably practicable after
January 1, 1994. If unanticipated expenditures arise at a date subsequent to
this Agreement in respect of the dissolution, we agree to discuss those
expenses with you, but will agree to assume up to L30,000 of approved legal
expenses for you and Phillip Hook.
9. We both agree that this Agreement may be terminated from and after
February 1, 1994 by either of us giving to the other not less than six months
written notice to the other party hereto, such notice to expire on or at any
time after August 1, 1994.
10. You may be required in the future to work for a Sotheby's
affiliated company, and possibly at another location (reasonably close to
your present location). Sotheby's reserves the right to require you to work
in a different job or capacity, provided it is at the same rate of pay as
your then current position.
11. After you have completed six months of employment, you and I have
agreed that we will review your housing and entertainment needs in London.
12. In consideration of your employment at Sotheby's, we have, by
separate letter (a copy attached), made an offer to purchase some of the
inventory of your present business. We await your response to our proposal.
13. Upon joining Sotheby's, you will be required to sign a
confidentiality agreement relating to the company's proprietary information
and the future use of such information if you leave Sotheby's employment. If
you would like to review this form of agreement, it is available, but it also
constitutes a part of the terms of employment.
We are very excited about your joining Sotheby's. I think you will be a
fantastic addition and look forward to speaking with you later today. If I
have inadvertently omitted any issues, please let me know. Otherwise, I
would appreciate your signing a copy of this letter which specifies the
material terms of our arrangements.
Very truly yours,
/s/ Diana D. Brooks
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Diana D. Brooks
President and Chief Executive Officer
ACCEPTED AND AGREED:
By: /s/ Henry Wyndham
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Henry Wyndham
Dated: 2/10/93
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