SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 7, 2011
(Date of report)
June 30, 2011
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation)
1334 York Avenue
New York, NY 10021
(Address of principal executive offices)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
||Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departures of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 30, 2011, Sothebys, a Delaware
corporation (the Company), entered into a severance agreement that became effective on July 1, 2011 with William S. Sheridan, Executive Vice President and Chief Financial Officer of the Company. A brief summary of certain terms of
the agreement is included below.
The following summary is qualified in its entirety by reference to Mr. Sheridans
severance agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1. All initially capitalized terms used in the following summary have the meanings ascribed to those terms in the severance agreement.
The severance benefits provided to Mr. Sheridan under the severance agreement are in lieu of any other severance benefits to which
he may be entitled under the Sothebys, Inc. Severance Plan or otherwise.
If, between July 1, 2011 and
December 31, 2013, Mr. Sheridan is terminated without Cause or terminates his employment with the Company for Good Reason, he will receive the following payments (Accrued Obligations) from the Company: all unpaid base salary
and unpaid and approved expense reimbursements through the termination date and all unpaid and approved cash incentive compensation for the calendar year prior to the year in which the termination occurs. Additionally, he will receive from the
Company a cash payment of $2.2 million and medical and dental coverage to be paid by the Company for a period of eighteen months.
A termination for Cause by the Company or as a result of death or permanent disability will result in Mr. Sheridan receiving payment only of the Accrued Obligations.
In exchange for the described severance benefits, Mr. Sheridan has agreed to provide six months prior notice to the Company if he
desires to terminate his employment other than for Good Reason, as well as to a twelve-month post-employment non-competition covenant and a twelve-month post-employment non-solicitation covenant. Additionally, to receive severance benefits other
than Accrued Obligations, Mr. Sheridan must deliver a release of all claims against the Company and its affiliates.
Item 9.01 Financial Statements and Exhibits.
10.1 Severance Agreement, dated June 30, 2011 but effective
July 1, 2011, between the Company and William S. Sheridan.
/s/ Kevin M. Delaney
||Kevin M. Delaney|
||Senior Vice President, Corporate Controller and Chief Accounting Officer|
||July 7, 2011|