Exhibit 10.5


 


Domestic


 


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.


 


Restricted Stock Unit Agreement Under


The Estée Lauder Companies Inc.


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


 


This RESTRICTED
STOCK UNIT AGREEMENT
(“Agreement”) provides for the granting 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”),
of Stock Units under the Plan 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 “Restricted
Stock Units”).  The name of the “Participant,”
the “Grant Date,” the “Number of Restricted Stock Units,” the “Vesting Commencement
Date,” the “Vesting Schedule,” and the “Vesting Period” are stated in the
attached “Notice of Grant” and are incorporated by reference.  The other terms of this 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 an award of Restricted Stock Units in respect
of the number of Shares set forth in the Notice of Grant.


 


2.              Vesting. 
The Restricted Stock Units granted to the Participant will
vest and become payable in accordance with the Vesting Schedule in the Notice
of Grant.  This schedule indicates the
vesting date upon which the Participant will be entitled to receive Shares.  Except as otherwise provided in this Agreement,
any Restricted Stock Units that are unvested when the Participant terminates
employment with the Company will be forfeited.


 


3.              Payment of
Awards.  Each Restricted Stock Unit
represents the right to receive one Share when the Restricted Stock Unit vests.


 


Upon
a Change in Control, (a) each unvested Restricted Stock Unit will vest and
become payable to the Participant in accordance with the Plan and this
paragraph unless the unvested Restricted Stock Unit is assumed by an acquirer
in which case, acceleration of vesting will continue to be subject to Section 4
and (b) each vested Restricted Stock Unit not paid will become payable to the
Participant in accordance with the Plan and this paragraph. 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.  If the Participant
dies before the Change in Control, vested Restricted Stock Units will become
payable in accordance with this paragraph. 
If the Participant becomes disabled or is terminated without Cause
before the Change in Control, the Restricted Stock Units that were to vest pro
rata due to disability or termination without Cause will vest and become
payable in accordance with this paragraph. 
All other unvested Restricted Stock Units will be forfeited.


 

















 


4.              Termination
of Employment. If the Participant’s employment terminates during
the Vesting Period, all unvested Restricted Stock Units will be forfeited
except as follows, subject to Paragraph 3:


 


(a)                      Death.  If the Participant dies, unvested Restricted
Stock Units will vest on the date of death pro rata based on the number of full
months the Participant was employed during the Vesting Period after the last
vesting date (i.e., the
proration equals a fraction, the numerator of which is the number of full
calendar months of service completed during the Vesting Period after the last
vesting date through the Participant’s death and the denominator of which is
the number of full calendar months after the last vesting date that are remaining
in the Vesting Period).  For this
purpose, “last vesting date” is the grant date if the first vesting date has
not yet occurred.  As an example, assume
a grant to Participant X of Restricted Stock Units for 300 shares with a
three-year Vesting Period and one-third of the units vesting at the end of each
twelve-month period.  If Participant X
dies 18 months after the grant date and six months after the last vesting date,
then the estate or beneficiary of Participant X would be entitled to payment of
50 Shares (before withholding). 
Participant X would have already received 100 Shares (before
withholding) on the first anniversary of the grant date. Payment of the vested
Restricted Stock Units 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 unvested
Restricted Stock Units will continue to vest and be paid in accordance with the
Vesting Schedule.   Vesting and payment
in respect of any unvested Restricted Stock Unit after retirement will be
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 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 unvested Restricted Stock Units will vest pro rata for full
months employed during the Vesting Period (determined under the proration
methodology in paragraph 4(a)) on the next vesting date during the Vesting
Period.  The vested Restricted Stock
Units will be paid in accordance with the Vesting Schedule (i.e., on the next
vesting date during the Vesting Period).


 


(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), any unvested Restricted
Stock Units will vest pro rata for full months employed during the 


 


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Vesting
Period (determined under the proration methodology in paragraph 4(a)) on the
next vesting date during the Vesting Period. Restricted Stock Units will be
paid in accordance with the Vesting Schedule and payment in respect of any
unvested Restricted Stock Unit after last day of active employment will be
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.


 


(e)                      Termination of
Employment By Employee.  If
the Participant voluntarily terminates his or her employment (e.g., by voluntarily resigning) other
than due to retirement or disability, which are subject to paragraphs 4(b) and
4(c) above, respectively, all Restricted Stock Units that are not vested as of
the effective date of resignation will be forfeited.


 


(f)                        Termination of
Employment With Cause.  If
the Participant is terminated for Cause, all Restricted Stock Units that are
not vested as of the effective date of resignation 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 an 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 Corporate Conduct.


 


(g)                     Termination
After a Change in Control.  If,
on or after a Change in Control, the Participant terminates for Good Reason (as
defined below), dies, becomes disabled as described in paragraph 4(c), formally
retires as described in paragraph 4(b) or is terminated at the instance of the
Company or relevant subsidiary without Cause, the unvested Restricted Stock
Units will become payable to the Participant in accordance with paragraph
3.  For this purpose, “Good Reason” means
the occurrence of any of the following, without the express written consent of
the Participant, within three (3) years after the occurrence of a Change in
Control:


 


(i)           the assignment
to the Participant of any duties inconsistent in any material adverse respect
with the Participant’s position, authority or responsibilities immediately
prior to the Change in Control, or (ii) any other material adverse change in
such position, including title, authority or responsibilities;


 


(ii)        any failure by the Company
to pay any amounts for compensation or benefits owed to the Participant or a
material reduction of the overall amounts of compensation and benefits in
effect prior to the Change in Control, other than an insubstantial or
inadvertent failure remedied by the Company promptly after receipt of notice
thereof given by the Participant;


 


(iii)     the Company’s requiring the
Participant to be based at any office or location more than fifty (50) miles
from that location at which he performed his or her services for the Company
immediately prior to the Change in Control, except for travel reasonably
required in the performance of the Participant’s responsibilities; or


 


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(iv)    any failure by the Company
to obtain the assumption and agreement to perform this Agreement by a
successor, unless such assumption occurs by operation of law.


 


5.              No Rights
of Stock Ownership. This grant of Restricted Stock 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 Restricted Stock
Units, including the grant of the Restricted Stock Units, the vesting of the
Restricted Stock Units, the delivery of Shares, the subsequent sale of Shares
acquired under the Plan and the receipt of any dividends; and (ii) do not
commit to structure the terms of the grant of the Restricted Stock 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 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
hereunder. 
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 


 


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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
Restricted Stock Unit award 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
Agreement is deemed to have been duly given if delivered, telecopied, or 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 Restricted
Stock 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 Restricted Stock 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 restricted stock units or other awards.


 


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.


 


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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
Restricted Stock Units is voluntary and occasional, and does not create any
contractual or other right to receive future awards of Restricted Stock Units,
or benefits in lieu of Restricted Stock Units, even if Restricted Stock 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;


 


f.                 Restricted
Stock 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 Restricted
Stock 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 Restricted Stock 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 Restricted Stock 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;


 


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j.                  In
consideration of the award of the Restricted Stock Units, no claim or
entitlement to compensation or damages shall arise from termination of the
Restricted Stock Units or diminution in value of the Restricted Stock Units, or
Shares acquired upon vesting of the Restricted Stock 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 Restricted Stock 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 Restricted Stock Units under the
Plan and to vest in such Restricted Stock 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.


 


13.       Governing
Law.  This 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 Restricted Stock 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
Restricted Stock Units are made and/or to be performed.


 


14.       Partial
Invalidity.  The invalidity
or illegality of any provision of this 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 in order to prevent taxation under Code section 409A.


 


16.       Electronic Delivery.  The Company may, in its sole
discretion, decide to deliver any documents related to Restricted Stock Units
awarded under the Plan or future Restricted Stock Units that may be awarded
under the Plan by electronic means or request Participant’s consent to
participate in the Plan by 


 


7

















 


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

  



 


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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 Restricted Stock Units at the most recent meeting of
the Stock Plan Subcommittee of the Compensation Committee of the Board of
Directors representing the right upon vesting of such units 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 Restricted Stock Unit 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
Restricted Stock Unit award is granted under and governed by the terms and
conditions of the Plan and the Restricted Stock Unit Agreement (the “Agreement”)
made part hereof.  The Agreement and
Summary Plan Description are being sent to you in a separate email.  Please read these documents and keep them for
future reference.  The specific terms of
your award are as follows:


 


Participant:


 


Employee Number:


 


Number of Restricted Stock
Units:


 


	
  Grant Date:

  	
   

  	
  September 1, 2010

  
	
   

  	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  	
  September 1, 2010

  



 


Vesting Schedule:  Subject to Participant’s continuous
employment, this Restricted Stock Unit grant shall vest as to the number of
Shares set forth below:


 


	
  Shares

  	
   

  	
  Vesting Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  October 31,
  2011

  
	
   

  	
   

  	
  October 31,
  2012

  
	
   

  	
   

  	
  October 31,
  2013

  



 


Vesting Period:  The Vesting Commencement Date through and
including the applicable date set forth in the Vesting Schedule


 


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:  Share Incentive Plan Overview


 


Sign and Return this Notice of
Grant Immediately!