Exhibit 10.3


 


Each of the Stock Plan Subcommittee
of the Compensation Committee and the Compensation Committee of the Board of
Directors of The Estée Lauder Companies Inc. reserves the right to change
provisions of this Agreement to comply with the American Jobs Creation Act of
2004 or other applicable laws or regulations.


 


Performance
Share Unit Award Agreement Under


The
Estée Lauder Companies Inc.


Amended
and Restated Fiscal 2002 Share Incentive Plan (the “Plan”)


 


This PERFORMANCE
SHARE UNIT AWARD AGREEMENT (“Agreement”) provides for the granting
of performance share unit awards by The Estée Lauder Companies Inc., a Delaware
corporation (the “Company”), to the participant, an employee of the Company or
one of its subsidiaries (the “Participant”), representing a notional account
equal to a corresponding number of shares of the Company’s Class A Common
Stock, par value $0.01 (the “Shares”), subject to the terms below (the “Performance
Share Units”).  The name of the “Participant,”
the “Grant Date,” the aggregate number of Shares representing the Target Award,
and the Plan Achievement (as defined below) goals are stated in the attached “Notice
of Grant,” and are incorporated by reference. 
The other terms of this Performance Share Unit Award are stated in this
Agreement and in the Plan. Terms not defined in this Agreement are defined in
the Plan, as amended.


 


1.     Award Grant. The Company hereby awards to the
Participant a target award of Performance Share Units in respect of the number
of Shares set forth in the Notice of Grant (the “Target Award”), representing a
Stock Unit and Performance-Based Award under the terms of the Plan.


 


2.     Right to Payment of
Performance Share Units. It is understood that the percentage of the Target Award earned and
paid will be established by the Committee based on the plan achievement (the “Plan
Achievement”) during the period specified in the Notice of Grant (the “Award
Period”).  The Plan Achievement is
comprised of, and is measured separately with respect to the components stated
in the attached Notice of Grant.  Actual
payment of the Performance Share Units awarded will be determined for each
component in accordance with the table attached hereto as Schedule “A.”


 


3.     Payment of Awards. Payments under this Agreement will be
made in the number of Shares that is equivalent to the number of Performance
Share Units earned and payable to the Participant pursuant to paragraph 2
above. Except as otherwise provided in paragraph 4 below, payments will be made
as soon as practicable after the Award Period ends, but in no event later than
2 and 1/2 months following the last day of the calendar year in which the Award
Period ends. The form of payout will be in Shares.


 


Upon a Change in Control,
each Performance Share Unit with a Performance Period ending after the Change
in Control will become payable to the Participant with the total number of
Shares to be paid equal to the greater of (a) the Target Award or (b) the
amount of Shares to be paid based upon performance assuming the Performance Period
ended on the date of the Change in Control. 
Payments upon a Change in Control will be made within two weeks
following the Change in Control.  If the
Shares cease to be outstanding immediately after the Change in Control (e.g.,
due to a merger with and into another entity), then the consideration to be
received per Share will equal the consideration paid to each stockholder per
Share generally upon the Change in Control. 
Each Performance Share Unit for a Performance Period ended on or prior
to the Change in Control shall be paid out in accordance with the 


 

















 


Plan and this Agreement.


 


4.     Termination of
Employment. If
the Participant’s employment terminates during the Award Period, payouts will
be as follows:


 


(a)                      Death. 
If the Participant dies, the Performance Share Units will be paid as a
pro rata Target Award for the number of full months employed during the Award
Period (i.e., the proration of
the Target Award equals a fraction, the numerator of which is the number of
full calendar months of service completed during the Award Period through the
Participant’s death and the denominator of which is the number of full calendar
months in the Award Period).  Payment
will occur as soon as practicable following the Participant’s death and in
accordance with any applicable laws or Company procedures regarding the
payments.


 


(b)                     Retirement.  If
the Participant formally retires under the terms of The Estée Lauder Companies
Retirement Growth Account Plan (or an affiliate or a successor plan or program
of similar purpose), the Performance Share Unit Award will continue through the
Award Period and the Participant will be paid based on actual Plan Achievement,
at the same time the awards are paid to active employees.  If the Participant dies during active
employment after the attainment of age 55 and the completion of 10 or more
years of service, or after the attainment of age 65 and the completion of 5 or
more years of service, without formally retiring under the terms of the Estée
Lauder Inc. Retirement Growth Account Plan (or an affiliate or a successor plan
or program of similar purpose), the Participant will have deemed to be retired
as of the date of death and this Section 4(b) will apply rather than Section 4(a).  If the Participant dies or becomes disabled
after retirement as contemplated by this Section 4(b), the provisions of
this section shall apply.


 


(c)                      Disability.  If the Participant becomes totally and
permanently disabled (as determined under the Company’s long-term disability
program), the Performance Share Unit Award will continue through the Award
Period and the Participant will be paid a pro rata amount for the number of
full months employed during the Award Period (determined under the proration
methodology in paragraph 4(a)) based on actual Plan Achievement.  Payment will occur at the same time the
awards are paid to active employees.


 


(d)                     Termination of Employment Without Cause.  If the Participant’s employment is terminated
at the instance of the Company or relevant subsidiary without Cause (as defined
below) on or prior to the end of the first year of the Award Period, the
Performance Share Unit Award will be forfeited. 
If such termination occurs after the end of the first year of the Award
Period, the Performance Share Unit Award will continue through the Award Period
and the Participant will be paid a pro rata amount for the number of full
months employed during the Award Period (determined under the proration
methodology in paragraph 4(a)) based on actual Plan Achievement.  Payment will occur at the same time the
awards are paid to active employees.


 


(e)                      Termination of Employment By
Employee.  If the Participant terminates
his or her employment (e.g., by
voluntary resigning) other than by retirement, which is subject to paragraph 4(b) above,
the Performance Share Unit Award will be forfeited.


 


2

















 


(f)                        Termination of Employment With
Cause.  If the Participant is terminated
for Cause, the Performance Share Unit Award will be forfeited.  For this purpose, “Cause” is defined in the
employment agreement in effect between the Participant and the Company or any
subsidiary, including any employment agreement entered into after the Grant
Date.  In the absence of an employment
agreement, “Cause” means any breach by the Participant of any of his or her
material obligations under any Company policy or procedure, including, without
limitation, the Code of Conduct.


 


(g)                     Post Employment Conduct.  Payout of any Performance Share Unit Award
after termination of employment is subject to satisfaction of the conditions
precedent that the Participant neither (i) competes with, takes employment
with, or renders services to a competitor of the Company, its subsidiaries, or
affiliates without the Company’s written consent, nor (ii) conducts
himself or herself in a manner adversely affecting the Company.


 


If the Participant’s
employment terminates after the expiration of the Award Period but prior to
payout, payout will be subject to the above.


 


5.     No Rights of Stock
Ownership. This
grant of Performance Share Units does not entitle the Participant to any
interest in or to any voting or other rights normally attributable to Share
ownership.


 


6.     Withholding. Regardless of any action the Company or
the Participant’s employer (the “Employer”) takes with respect to any or all
income tax, social security, payroll tax, or other tax-related withholding (“Tax-Related
Items”), Participant acknowledges that the ultimate liability for all
Tax-Related Items legally due by Participant is and remains his or her
responsibility.  Furthermore, Participant
acknowledges that the Company and/or the Employer (i) make no
representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Performance Share Units, including
the grant of the Performance Share Units, the vesting of the Performance Share
Units, the delivery of Shares, the subsequent sale of Shares acquired under the
Plan ; and (ii) do not commit to structure the terms of the grant of the
Performance Share Units or any aspect of Participant’s participation in the
Plan to reduce or eliminate his or her liability for Tax-Related Items.


 


Prior to the relevant taxable event, Participant shall
pay or make adequate arrangements satisfactory to the Company and/or the
Employer to satisfy all withholding obligations of the Company and/or the
Employer.  In this regard, Participant
authorizes the Company and/or the Employer to withhold all applicable
Tax-Related Items legally payable by Participant from his or her wages or other
cash compensation paid by the Company and/or the Employer or from proceeds of
the sale of the Shares acquired under the Plan. 
Alternatively, or in addition, the Company may (i) sell or arrange
for the sale of Shares that Participant acquires under the Plan to meet the
withholding obligation for the Tax-Related Items, and/or (ii) withhold in
Shares, provided that the Company only withholds the amount of Shares necessary
to satisfy the minimum withholding amount. 
If the Company satisfies the Tax-Related Item withholding obligation by
withholding a number of Shares as described herein, Participant will be deemed
to have been issued the full number of Shares due to Participant at vesting,
notwithstanding that a number of the Shares is held back solely for purposes of
such Tax-Related Items.


 


Finally, Participant shall pay to the Company or the
Employer any amount of Tax-Related Items that the Company or the Employer may
be required to withhold as a result of his or her participation in the 


 


3

















 


Plan that cannot be satisfied by the means previously
described.  The Company may refuse to
issue Shares under the Plan and refuse to deliver the Shares if Participant
fails to comply with his or her obligations in connection with the Tax-Related
Items as described in this paragraph.


 


7.     Nonassignability. This award may not be assigned,
pledged, or transferred except, if the Participant dies, to a designated
beneficiary or by will or by the laws of descent and distribution. The
foregoing restrictions do not apply to transfers under a court order,
including, but not limited to, any domestic relations order.


 


8.     Effect Upon Employment. The Participant’s right to continue to
serve the Company or any of its subsidiaries as an officer, employee, or
otherwise, is not enlarged or otherwise affected by an award under this
Agreement.  Nothing in this Agreement or
the Plan gives the Participant any right to continue in the employ of the
Company or any of its subsidiaries or to interfere in any way with any right
the Company or any subsidiary may have to terminate his or her employment at
any time.  Payment of Shares is not
secured by a trust, insurance contract or other funding medium, and the
Participant does not have any interest in any fund or specific asset of the
Company by reason of this Award or the account established on his or her
behalf.  A Performance Share Unit confers
no rights as a shareholder of the Company until Shares are actually delivered
to the Participant.


 


9.     Notices. 
Any notice required or permitted under this Performance Share Unit Award
Agreement is deemed to have been duly given if delivered, telecopied, mailed
(certified or registered mail, return receipt requested), or sent by internationally-recognized
courier guaranteeing next day delivery (a) to the Participant at the
address on file in the Company’s (or relevant subsidiary’s) personnel records
or (b) to the Company, attention Stock Plan Administration at its
principal executive offices, which are currently located at 767 Fifth Avenue,
New York, NY 10153.


 


10.  Disclosure
and Use of Information.


 


a.     By signing and returning the attached
Notice of Grant, and as a condition of the grant of the Performance Share
Units, the Participant hereby expressly and unambiguously consents to the
collection, use, and transfer of personal data as described in this paragraph
by and among, as necessary and applicable, the Employer, the Company and its
subsidiaries and by any agent of the Company or its subsidiaries for the
exclusive purpose of implementing, administering and managing Participant’s
participation in the Plan.


 


b.     The Participant understands that the
Employer, the Company and/or its other 
subsidiaries holds, by means of an automated data file or otherwise,
certain personal information about the Participant, including, but not limited
to, name, home address and telephone number, date of birth, social insurance
number, salary, nationality, job title, any shares or directorships held in the
Company, details of all Performance Share Units or other entitlement to shares
awarded, canceled, exercised, vested, unvested, or outstanding in the
Participant’s favor, for purposes of managing and administering the Plan (“Data”).


 


c.     The Participant also understands that part
or all of his or her Data may be held by the Company or its subsidiaries in
connection with managing and administering previous award or incentive plans or
for other purposes, pursuant to a prior 
transfer made with the Participant’s consent in respect of any previous
grant of performance share units or other awards.


 


4

















 


d.     The Participant further understands that
the Employer may transfer Data to the Company or its subsidiaries as necessary to
implement, administer, and manage his or her participation in the Plan.  The Company and its subsidiaries may transfer
data among themselves, and each, in turn, may further transfer Data to any
third parties assisting the Company in the implementation, administration, and
management of the Plan (“Data Recipients”).


 


e.     The Participant understands that the
Company, its subsidiaries, and the Data Recipients are or may be located in his
or her country of residence or elsewhere. The Participant authorizes the
Employer, the Company, its subsidiaries, and the Data Recipients to receive,
possess, use, retain, and transfer Data in electronic or other form to
implement, administer, and manage his or her participation in the Plan,
including any transfer of Data that the Administrator deems appropriate for the
administration of the Plan and any transfer of Shares on his or her behalf to a
broker or third party with whom the Shares may be deposited.


 


f.      The Participant understands that he or she
may request a list with the names and addresses of any potential recipients of
the Data by contacting his or her local human resources representative.


 


g.     The Participant understands that Data will
be held as long as is reasonably necessary to implement, administer and manage
his or her participation in the Plan and he or she may oppose the processing
and transfer of his or her Data and may, at any time, review the Data, request
that any necessary amendments be made to it, or withdraw his or her consent by
notifying the Company in writing. The Participant further understands that
withdrawing consent may affect his or her ability to participate in the Plan.


 


11.  Discretionary Nature and Acceptance
of Award.  By accepting this Award, the Participant
agrees to be bound by the terms of this Agreement and acknowledges that:


 


a.     The Plan is established voluntarily by the
Company, it is discretionary in nature, and it may be modified, amended,
suspended or terminated by the Company at any time, unless otherwise provided
in the Plan and this Agreement;


 


b.     The award of Performance Share Units is
voluntary and occasional, and does not create any contractual or other right to
receive future awards of Performance Share Units, or benefits in lieu of
Performance Share Units, even if Performance Share Units have been awarded
repeatedly in the past.


 


c.     All decisions with respect to future
awards, if any, will be at the sole discretion of the Company;


 


d.     Participant’s participation in the Plan is
voluntary;


 


e.     Participant’s participation in the Plan
shall not create a right to further employment with the Employer and shall not
interfere with the ability of the Company or the Employer to terminate
Participant’s employment at any time;


 


5

















 


f.      Performance Share Units are an
extraordinary item that does not constitute compensation of any kind for
services of any kind rendered to the Company or any subsidiary, and which is
outside the scope of Participant’s employment or service contract, if any;


 


g.     The Performance Share Units are not part of
normal or expected compensation or salary for any purposes, including, but not
limited to, calculating any severance, resignation, termination, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement or
welfare benefits or similar payments and in no event should be considered as
compensation for, or relating in any way to, past services for the Company or
any subsidiary;


 


h.     In the event the Participant is not an
employee of the Company, the Performance Share Units and Participant’s
participation in the Plan will not be interpreted to form an employment or
service contract or relationship with the Company; and furthermore, the
Performance Share Units and Participant’s participation in the Plan will not be
interpreted to form an employment or service contract with any subsidiary of
the Company;


 


i.      The future value of the underlying Shares
is unknown and cannot be predicted with certainty;


 


j.      In consideration of the award of the
Performance Share Units, no claim or entitlement to compensation or damages
shall arise from termination of the Performance Share Units or diminution in
value of the Performance Share Units, or Shares acquired upon vesting of the
Performance Share Units, resulting from termination of Participant’s employment
by the Company or any subsidiary (for any reason whatsoever and whether or not
in breach of local labor laws) and in consideration of the award of the
Performance Share Units, Participant irrevocably releases the Company and any
subsidiary from any such claim that may arise; if, notwithstanding the
foregoing, any such claim is found by a court of competent jurisdiction to have
arisen, then, by signing the Notice of Grant, Participant shall be deemed
irrevocably to have waived his or her right to pursue or seek remedy for any
such claim or entitlement;


 


k.     In the event of termination of Participant’s
employment (whether or not in breach of local labor laws), Participant’s right
to receive Performance Share Units under the Plan and to vest in such
Performance Share Units, if any, will terminate effective as of the date that
Participant is no longer actively employed and will not be extended by any
notice period mandated under local law (e.g., active
employment would not include a period of “garden leave” or similar period
pursuant to local law); the Administrator shall have the exclusive discretion
to determine when Participant is no longer actively employed for purposes of
this Agreement;


 


l.      The Company is not providing any tax,
legal or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan or Participant’s acquisition
or sale of the underlying Shares; and


 


m.    Participant is hereby advised to consult
with Participant’s own personal tax, legal and financial advisors regarding
Participant’s participation in the Plan before taking any action related to the
Plan.


 


12.  Failure to Enforce Not a
Waiver.  The Company’s failure to enforce at any time
any provision of this Agreement does not constitute a waiver of that provision
or of any other provision of this Agreement.


 


6

















 


13.  Governing Law. 
The Performance Share Unit Award Agreement is governed by and is to be
construed according to the laws of the State of New York that apply to
agreements made and performed in that state, without regard to its choice of
law provisions.  For purposes of
litigating any dispute that arises under the Performance Share Units or this
Agreement, the parties hereby submit to and consent to the jurisdiction of the
State of New York, and agree that such litigation will be conducted in the
courts of New York County, New York, or the federal courts for the United
States for the Southern District of New York, and no other courts, where the
Performance Share Units are made and/or to be performed.


 


14.  Partial Invalidity. 
The invalidity or illegality of any provision of the Agreement will be
deemed not to affect the validity of any other provision.


 


15.  Section 409A
Compliance.  This Agreement is intended to comply with
section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and
any regulations, rulings, or guidance provided thereunder.  The Company reserves the unilateral right to
amend this Agreement upon written notice to the Participant to prevent taxation
under Code section 409A.


 


16.  Electronic
Delivery.  The Company may, in its sole discretion,
decide to deliver any documents related to Performance Share Units awarded under
the Plan or future Performance Share Units that may be awarded under the Plan
by electronic means or request Participant’s consent to participate in the Plan
by electronic means.  Participant hereby
consents to receive such documents by electronic delivery and agrees to
participate in the Plan through any on-line or electronic system established
and maintained by the Company or another third party designated by the Company.


 


	
   

  	
  The Estée Lauder Companies Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Amy DiGeso

  
	
   

  	
   

  	
  Executive Vice President,

  
	
   

  	
   

  	
  Global Human Resources

  



 


7

















 


Schedule
“A”


 


For Net Sales Cumulative Annual Growth Rate:


 


	
   

  	
   

  	
  Component Plan Achievement

  	
   

  	
  Component Payout (Percentage of Target Award)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum

  	
   

  	
  (***)

  	
   

  	
  (***)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Threshold

  	
   

  	
  (***)

  	
   

  	
  (***)

  



 


For Net Earnings Per Share
Cumulative Annual Growth Rate:


 


	
   

  	
   

  	
  Component Plan Achievement

  	
   

  	
  Component Payout (Percentage of Target Award)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum

  	
   

  	
  (***)

  	
   

  	
  (***)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Threshold

  	
   

  	
  (***)

  	
   

  	
  (***)

  



 


For ROIC Cumulative Annual Growth
Rate:


 


	
   

  	
   

  	
  Component Plan Achievement

  	
   

  	
  Component Payout (Percentage of Target Award)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Maximum

  	
   

  	
  (***)

  	
   

  	
  (***)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (***)

  	
   

  	
  (***)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Threshold

  	
   

  	
  (***)

  	
   

  	
  (***)

  



 


Payout amount for levels of Plan Achievement between
the maximum and threshold achievement shall be interpolated on a straight line
basis (rounded up to the nearest integer). 
In no event shall the Participant receive a payout in excess of (*)% of
the Target Award for any component.  No
payout shall be made in the event of component Plan Achievement less than the
threshold achievement.  Notwithstanding
anything to the contrary stated above, the Committee may reduce the payment
based on other factors at the discretion of the Committee unless a Change of
Control has occurred.


 


For purposes of this Performance Share Unit Award
Agreement, “Net Sales” has the meaning utilized by the Company in its
consolidated financials in accordance with generally accepted accounting
principles as in effect on the first day of the Award Period, excluding the
impact of foreign currency fluctuations, 



 


8

















 


“Earnings Per Share” means “diluted earnings per share”
as utilized by the Company in its consolidated financials and ROIC represents
Return on Invested Capital with invested capital defined as assets less
liabilities (excluding debt).  Actual
payment of the Performance Share Units awarded will be determined for each
component in accordance with the table above.


 


In measuring Plan Achievement, financial performance
measures (e.g., “Earnings Per Share”, “Net Sales” and “ROIC”) will be
calculated without regard to the following:


 


·                  Changes in accounting principles (i.e.,
cumulative effect of GAAP changes)


·                  Extraordinary items as defined in
accordance with US GAAP or which are the result of a change in the law or the
Company’s response thereto


·                  Income/loss from discontinued operations
and income/loss on sale of discontinued operations


·                  Non-recurring operating income/expenses
(separately stated and disclosed in the financial statements — e.g.,
restructuring charges, legal settlement charges, goodwill write-off)


·                  Impairment of intangibles


 


In calculating net sales during the Award Period, net
sales in currencies other than U.S. dollars shall be translated into U.S.
dollars at the Company’s budget exchange rate at the beginning of the Award
Period.


 


Earnings Per Share will be calculated based on the
weighted average number of Shares outstanding as of the measurement date and
will be adjusted to eliminate the effect of material changes in the number or
type of outstanding Shares due to events such as:


 


·                  Stock splits


·                  Stock dividends


·                  Recapitalizations


·                  Acquisitions involving stock of the
Company


 


No adjustment will be made for the impact of stock
repurchases under any plans approved by the Board.


 


9






 


 












 


NOTICE OF GRANT


UNDER


THE ESTÉE LAUDER COMPANIES INC.


AMENDED AND RESTATED FISCAL 2002 SHARE INCENTIVE PLAN
(The “Plan”)


 


This is to confirm that you
were awarded a grant of Performance Share Units at the most recent meeting of
the Stock Plan Subcommittee of the Compensation Committee of the Board of
Directors representing the right to receive shares of Class A Common Stock
of The Estée Lauder Companies Inc. (the “Shares”), subject to the terms of the
Plan and the Performance Share Unit Award Agreement.  This award was made in recognition of the
significant contributions you have made as a key employee of the Company, and
to motivate you to achieve future successes by aligning your interests more
closely with those of our stockholders. 
This Performance Share Unit Award is granted under and governed by the
terms and conditions of the Plan and the Performance Share Unit Award Agreement
(the “Agreement”) made part hereof.  The
Agreement and Summary Plan Description are being sent to you in a separate
e-mail.  Please read these documents and
keep them for future reference.  The
specific terms of your award are as follows:


 


Participant:


 


Employee Number:


 


	
  Grant Date:

  	
   

  	
  September 15,
  2010

  
	
   

  	
   

  	
   

  
	
  Award Period:

  	
   

  	
  July 1, 2010 to
  June 30, 2013

  
	
   

  	
   

  	
   

  
	
  Type of Award:

  	
   

  	
  Stock Unit and
  Performance-Based Award (referred to herein as a “Performance Share Unit”)

  
	
   

  	
   

  	
   

  
	
  Target Award:

  	
   

  	
  shares of Class A
  Common Stock. See Schedule “A” to the Agreement for actual payouts depending
  upon level of performance.

  



 


Plan Achievement goal at 100% for
Award Period:


 


	
  Net Sales Cumulative Annual
  Growth Rate

  
	
  %

  	
   

  
	
   

  	
   

  
	
  Earnings Per Share Cumulative
  Annual Growth Rate

  
	
  %

  	
   

  
	
   

  	
   

  
	
  ROIC Cumulative Annual Growth
  Rate

  
	
  %

  	
   

  



 


Questions regarding the
award can be directed to Thomas Fellenbaum at (212) 572-3705 or Patricia
Zakrzewski at (973) 492-3609.


 


If you wish to accept this
grant, please sign this Notice of Grant
and return immediately to:


 


Compensation
Department


767 Fifth Avenue, 43rd Floor


New York, New York 10153


Attention:
Thomas Fellenbaum


 


Any dividends earned on
vested Shares, after applicable withholding, that are held in an account for
Participant at BNY Mellon Shareowner Services (or its successor) engaged by The
Estée Lauder Companies Inc. for the purposes of holding the Shares for
Participant upon vesting (the “Agent”), will be automatically reinvested in
accordance with Agent’s applicable procedures in additional whole and
fractional shares Company Class A Common Stock unless you notify
Patricia Zakrzewski or Thomas Fellenbaum in writing prior to the Vesting
Date set forth above that you do not wish to have your dividends reinvested.


 


The undersigned hereby
accepts, and agrees to, all terms and provisions of the Agreement, including
those contained in this Notice of Grant.


 


	
  By

  	
   

  	
   

  	
  Date

  	
   

  



 


Enclosure:  Performance Share Unit Fact Sheet


 


Sign and Return this Notice of
Grant Immediately!