Exhibit 10.4


 


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.


 


In
addition, each Restricted Stock Unit carries a Dividend Equivalent Right,
payable in cash at the same time as payment of Restricted Stock Units in Shares
in accordance with this paragraph 3 and paragraph 4.  Dividend Equivalent Rights are deemed part of
the related Restricted Stock Units under this Agreement.


 


Upon
a Change in Control, (a) each 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.


 


EO


 

















 


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


 


(a)                      Death.  If the Participant dies, the Restricted Stock
Units will vest pro rata for the number of full months the Participant was
employed during the Vesting Period (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 through the Participant’s death and the denominator
of which is the number of full calendar months in the Vesting Period).  Payment of the 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.  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 Restricted Stock Units will vest pro rata for full months
employed during the Vesting Period (determined under the proration methodology
in paragraph 4(a)).  The Restricted Stock
Units will be paid in accordance with the Vesting Schedule.


 


(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 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.


 


(e)                      Termination of
Employment By Employee.  If
the Participant voluntarily terminates his or her employment (e.g., by voluntary resigning) other than by
retirement, which is subject to paragraph 4(b) above, 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 termination 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 


 


2

















 


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


 


(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.


 


(h)                     Post Employment
Conduct.  Payment in respect of any
Restricted Stock Unit 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.


 


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 other than the Dividend Equivalent
Rights granted under paragraph 3 above.


 


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 


 


3

















 


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 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 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.


 


4

















 


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.


 


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:


 


5

















 


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;


 


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 


 


6

















 


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
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 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


 


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!