Exhibit 10(q)
SECOND AMENDMENT TO
SOTHEBY'S HOLDINGS, INC.
1997 STOCK OPTION PLAN
THIS SECOND AMENDMENT to the Sotheby's Holdings, Inc. 1997 Stock Option
Plan ("Second Amendment"), dated the 29th day of October, 1998, is adopted by
Sotheby's Holdings, Inc. (the "Corporation").
RECITALS:
A. The Sotheby's Holdings, Inc. 1997 Stock Option Plan (the "Plan") was
adopted by the Board of Directors of the Corporation on April 30, 1996 and
approved by the shareholders of the Corporation at the Corporation's 1996 Annual
Meeting of Shareholders on June 19, 1996.
B. Pursuant to Section 8.1 of the Plan, the Corporation has the
authority to amend the Plan. The Corporation desires to and does hereby amend
the Plan, as hereinafter set forth, to provide that Options granted on or after
October 29, 1998 will become 100% vested upon a Change in Control (as defined
below) of the Corporation.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 7.6 of the Plan is amended in its entirety by substituting
the following:
7.6 ACCELERATION OF EXERCISE TIME.
(a) Notwithstanding anything to the contrary in the Plan,
including Sections 7.3, 7.7 and 7.8 hereof, the Compensation
Committee, in its discretion, may allow the exercise, in whole or
in part, at any time more than six (6) months after the Date of
Grant of any Option held by an Optionee, which Option has not
previously become exercisable.
(b) In the event of a Change in Control (as defined
below), Options granted on or after October 29, 1998 shall become
100% vested and exercisable on the later of (i) the date of the
Change in Control, or (ii) the six (6) month anniversary of the
Date of Grant of the Option.
(c) For purposes of the Plan, a Change in Control shall
mean the date upon which:
1
(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"), other than members of
the Taubman Family (as defined below), 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) after the date upon which A. Alfred Taubman,
individually, as trustee or in any other capacity,
cannot elect, for any reason, a majority of the
members of the Board of Directors (the "Triggering
Date"), the individuals who, as of the Triggering
Date, constitute the Board (the "Incumbent Board")
cease for any reason within any period of 18
consecutive months to constitute at least a majority
of the members of the Board; provided, however, that
any individual becoming a director subsequent to the
Triggering Date 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.
(d) For purposes of the Plan, the term "Taubman Family"
shall mean (i) A. Alfred Taubman, any lineal descendants, spouses,
lineal descendants or spouses, or spouses of lineal descendants of
A. Alfred Taubman, a trust for the benefit of any of the foregoing
(including without limitation, the A. Alfred Taubman Restated
Revocable Trust (as the same may be amended)), the estate(s) of
any of the foregoing, and (ii) any person, more than 50% of the
voting stock, voting securities, partnership interests, limited
liability company interests or other beneficial ownership and
control of which is and remains owned and controlled by one or
more of the persons described in the foregoing clause (i).
2. The effective date of this Amendment is October 29, 1998.
IN WITNESS WHEREOF, this Amendment is hereby executed as of the day and
year first above written.
SOTHEBY'S HOLDINGS, INC.
By: /s/ Diana D. Brooks
--------------------------------
Its: President and CEO
--------------------------------
2