Exhibit 10.2


 


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.  In addition, each Performance Share Unit that
becomes earned and payable pursuant to paragraph 2 above carries a Dividend
Equivalent Right, payable in cash at the same time as the payment of Shares in
accordance with this paragraph 3 and paragraph 4.


 


Upon a Change in Control, each Performance
Share Unit will become payable to the Participant with the total number of Shares
to be paid equal to the Target Award. 
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 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.


 


(f)                        Termination of
Employment With Cause.  If the
Participant is terminated for Cause, the


 


2

















 


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 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 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 the receipt of any dividends; 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.


 


3

















 


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 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


 


4

















 


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.


 


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.


 


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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:

  	
  /s/
  Amy DiGeso

  
	
   

  	
   

  	
  Amy
  DiGeso

  
	
   

  	
   

  	
  Executive
  Vice President,

  
	
   

  	
   

  	
  Global
  Human Resources

  



 


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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,  “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.


 


8

















 


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