Exhibit 10.6


 


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 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


 


2

















 


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.


 


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


 


3

















 


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 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”).


 


4

















 


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:


 


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;


 


5

















 


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 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.  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 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:

  	
  /s/
  Amy DiGeso

  
	
   

  	
   

  	
  Amy
  DiGeso

  
	
   

  	
   

  	
  Executive
  Vice President,

  
	
   

  	
   

  	
  Global
  Human Resources

  



 


7