Exhibit 10.8


 


Amendment to Employment Agreement


 


THIS
AMENDMENT (“Amendment”), dated as of July 1, 2009, to
the Employment Agreement, dated as of July 1, 2000 and amended as of July 1,
2002,  November 16, 2005 and December 31,
2008 (the “Agreement”), between The Estée Lauder Companies Inc., a Delaware
corporation (the “Company”), and Leonard A. Lauder, a resident of [omitted], (the “Executive”).


 


W I T N E S S E T H:


 


WHEREAS, the Executive
and the Company are parties to the Agreement;


 


WHEREAS, the Company and
the Executive wish to amend the Agreement to reflect the mutually agreed upon
changes;


 


NOW, THEREFORE, in
consideration of the foregoing and of the mutual covenants and obligations
hereinafter set forth, the parties hereto, intending to be legally bound,
hereby agree to amend the Agreement as follows:


 


1.                                       Effectiveness.  All changes to the Agreement set forth in
this Amendment shall be effective as of July 1, 2009, assuming continued
employment by the Executive as of such date.


 


2.                                       Title
and Duties.  Section 1 of the
Agreement shall be amended such that there will be no obligation of the Company
to sustain and continue the Executive’s election as Chairman of the Board.  Section 2(a) shall be amended to add
the following sentence to the end thereof: 
From and after July 1, 2009, Executive shall serve the Company as
Chairman Emeritus.


 


3.                                       Base
Salary.  Section 3(a) of
the Agreement shall be amended by to read in its entirety as follows:


 


As compensation for all
services to be rendered pursuant to this Agreement and as payment for the
rights and interests granted by the Executive hereunder, the Company shall pay
or cause any of its subsidiaries to pay the Executive a per diem of $10,000,
provided, however, that the maximum amount that may be earned in any Contract
Year is $900,000.  For purposes of the
remainder of this Agreement, Base Salary shall mean the amounts payable to the
Executive for his services in the applicable Contract Year.


 

















 


4.                                       Miscellaneous.


 


a.                                       Except
as provided above, all other terms and conditions of the Agreement shall remain
the same.


b.                                      Capitalized
terms used in this Amendment shall have the meanings ascribed to such terms in
the Agreement, except to the extent the term is modified herein.


c.                                       This
Amendment shall be subject to, and governed by, the laws of the State of New
York applicable to contracts made and to be performed therein.


 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the
date first written above.


 


	
   

  	
  THE ESTÉE LAUDER
  COMPANIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/Leonard A. Lauder

  	
   

  	
  By:

  	
  /s/Amy DiGeso

  
	
  Leonard A. Lauder

  	
  Name: 

  	
  Amy DiGeso

  
	
   

  	
  Title:

  	
  Executive Vice
  President –

  
	
   

  	
   

  	
  Global Human Resources

  



 


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