Exhibit 10.7


 


AMENDMENT NO. 7 TO STOCKHOLDERS’ AGREEMENT


 


AMENDMENT NO.
7 (this “Amendment”), effective as of September 2, 2009, to that
certain STOCKHOLDERS’ AGREEMENT (the “Stockholders’ Agreement”), dated November 22,
1995, as amended by that Amendment No. 1, effective September 11,
1996, and as amended by that Amendment No. 2, effective as of December 10,
1996, and as amended by that Amendment No. 3, effective as of February 4,
1997, and as amended by that Amendment No. 4, effective as of June 30,
2000, and as amended by that Amendment No. 5, effective as of April 5,
2002, and as amended by that Amendment No. 6, effective as of December 17,
2004 by and among Leonard A. Lauder, Ronald S. Lauder,
William P. Lauder, Gary M. Lauder, LAL Family Partners L.P., The
Ronald S. Lauder Foundation, Gary M. Lauder as Custodian under the New
York Uniform Transfers to Minors Act f/b/o Rachel Lauder, Gary M. Lauder
as Custodian under the New York Uniform Transfers to Minors Act f/b/o Danielle
Lauder and the trustees of the various trusts set forth on the signature pages hereof
(hereinafter collectively referred to as the “Stockholders”), and THE
ESTÉE LAUDER COMPANIES INC., a corporation organized under the laws of the
State of Delaware (the “Corporation”). 
Capitalized terms defined in the Stockholders’ Agreement and not
otherwise defined herein being used herein as therein defined.


 


W I T N E S S E T H :


 


WHEREAS, the
Stockholders desire to amend the Stockholders’ Agreement to (i) delete
certain Stockholders as parties thereto, (ii) provide for certain
additional Permitted Transfers thereunder and (iii) clarify the rights of
certain Stockholders party thereto.


 


NOW THEREFORE,
in consideration of the premises and the mutual agreements herein contained,
the parties hereto agree as follows:


 


Article 1.                Amendment.


 


(a)           Amendment.  The Stockholders’ Agreement is hereby amended
to delete The Rockefeller Trust Company as a party to the Stockholders’
Agreement.


 


(b)           Amendment to Section 2.1.  Section 2.1 of the Stockholders’ Agreement
is hereby amended and restated in its entirety to read as follows:


 


“2.1.  Public Sales and Certain
Gifts, Bequests and Distributions. Any Stockholder may Transfer shares of Class A
Common Stock pursuant to a widely distributed public offering of such shares
registered under the Securities Act of 1933, as amended (the “Securities Act”),
or pursuant to Rule 144 (or any successor rule or regulation to Rule 144)
under the Securities Act, without regard to the limitations imposed by this
Agreement.  In addition, any Stockholder
may Transfer to persons who are not Family Members (as defined below) shares of
Class A Common Stock in connection with a marital dissolution of such
Stockholder’s marriage or by gift, bequest or, in the case of Stockholders who
are the trustees of a Family Controlled Trust (as defined below) or the
executors of the estate of a Lauder Descendant (as defined below), by
distribution from such Family Controlled Trust or such estate to one or more
beneficiaries thereof who are not Family Members without regard to the
limitations imposed by this Agreement; provided, however, that
the aggregate amount of shares of Class A


 

















 


Common Stock so Transferred by any one Stockholder to all such
transferees of that Stockholder in a 90-day period may not exceed 1% of the
outstanding Shares.  When two or more
Stockholders act in concert for the purpose of making gifts or distributions of
shares of Class A Common Stock to a person who is not a Family Member
(including his, her or its affiliates that are not Family Members), such shares
shall be aggregated for the purposes of the limitation in the immediately
preceding sentence.  For purposes of this
Section 2.1, the trustees of a Family Controlled Trust in their
capacity as trustees of such Family Controlled Trust shall be deemed to be a
single Stockholder and the executors of the estate of a Lauder Descendant in
their capacity as executors of such estate shall be deemed a single
stockholder.”


 


(c)           Amendment to Section 2.2.  Section 2.2 of the Stockholders’
Agreement is hereby amended by replacing the period after “an undertaking in
substantially the form attached hereto as Exhibit A” with “; provided,
further, that, notwithstanding anything to the contrary in this Section 2.2,
the trustees, in their respective capacities as such, of a Family Controlled
Trust the primary beneficiary of which is a Spouse of a Lauder Descendant that
are not parties to this Agreement in their capacities as trustees of that trust
and to whom are Transferred shares of Class A Common Stock from a
Stockholder in connection with a marital dissolution of a Lauder Descendant shall
not be required to execute and deliver such undertaking solely as a consequence
of such Transfer if, immediately after such Transfer, the aggregate amount of
shares of Class A Common Stock Transferred by all Stockholders in
connection with such same marital dissolution to any Family Controlled Trust the
primary beneficiary of which is a Spouse of a Lauder Descendant would be less
than 1% of the outstanding Shares (but, for the avoidance of doubt, would be
required to execute and deliver such undertaking to the Corporation if they
received in such capacity any shares of Class B Common Stock).  Notwithstanding the provisions of Section 2.5(c) of
this Agreement and solely for purposes of the second proviso of this Section 2.2,
the “primary beneficiary” of a Family Controlled Trust will be deemed to be a
Spouse of a Lauder Descendant if such Spouse of a Lauder Descendant is the sole
income beneficiary and, if principal may be distributed, the sole principal
beneficiary of such trust for his or her life.”


 


(d)           Amendment to Article 4.


 


(i)            Subsection 4(b) of the
Stockholders’ Agreement is hereby amended and restated as follows:


 


“(b)  In the event that a designee of LAL or RSL ceases to be a
member of the Board of Directors by virtue of resignation, removal, death or
disability, then the Stockholder who designated such person, so long as he has
the right to designate a nominee, shall designate another person to fill that
vacancy.”


 


(ii)           Article 4 of the Stockholders’
Agreement is hereby amended by adding the following after clause (d) thereof:


 


“(e)  In the event that LAL is not a member of the Board of
Directors for any reason other than his death or disability, he may designate
WPL or GML to replace him as a person to be voted a director under subsection (a) of
Article 4.  In the event of LAL’s
death or disability after he ceases to be a member of the Board


 


2

















 


of Directors, LAL shall be deemed to have ceased to be a member of the
Board of Directors by reason of such death or disability for purposes of
subsection (c) of Article 4.


 


(f)  In the event that RSL is not a member of the Board of
Directors for any reason other than his death or disability, he may designate
AL or JL to replace him as a person to be voted a director under subsection (a) of
Article 4.  In the event of RSL’s
death or disability after he ceases to be a member of the Board of Directors,
RSL shall be deemed to have ceased to be a member of the Board of Directors by
reason of such death or disability for purposes of subsection (d) of Article 4.”


 


Article 2.                Miscellaneous.


 


(a)           Upon the effectiveness of this
Amendment, each reference in the Stockholders’ Agreement to “this agreement,” “hereunder,”
“hereof,” “herein,” or words of like import, shall mean and be a reference to
the Stockholders’ Agreement as amended hereby.


 


(b)           This Amendment shall be governed by,
and construed and enforced in accordance with, the laws of the State of New
York, without giving effect to the provisions, policies or principles thereof
respecting conflict or choice of laws.


 


(c)           This Amendment shall be binding upon
and inure to the benefit of the Corporation, its successors and assigns and to
the Stockholders and their respective heirs, personal representatives,
successors and assigns.


 


(d)           This Amendment may not be changed
orally, but only by an agreement in writing as signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.


 


(e)           With respect to obligations of
trustees who are parties hereto in their capacity as trustees of one or more
trusts, this Amendment shall be binding upon such trustees only in their
capacities as trustees, not individually and not with respect to any Shares,
other than Shares held by them in their capacity as trustees of such trusts.


 


(f)            This Amendment may be executed in
any number of counterparts, each of which shall be deemed to be an original,
but all of which together shall constitute one instrument.  Each counterpart may consist of a number of
copies each signed by less than all, but together signed by all, the parties hereto.


 


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left blank.]


 


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


 


	
   

  	
  THE ESTÉE LAUDER COMPANIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Sara E. Moss

  
	
   

  	
   

  	
  Name: 

  	
  Sara E. Moss

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and General Counsel

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Leonard A. Lauder

  
	
   

  	
  Leonard A. Lauder, (a) individually and (b) as Trustee of
  The Estée Lauder 2002 Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Ronald S. Lauder

  
	
   

  	
  Ronald S. Lauder, (a) individually, (b) as Trustee of The
  Descendents of RSL 1966 Trust, (c) as Chairman of the Ronald S. Lauder
  Foundation and (d) as Trustee of The Estée Lauder 2002 Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/William P. Lauder

  
	
   

  	
  William P. Lauder, (a) individually, (b) as Trustee of the
  1992 GRAT Remainder Trust f/b/o William Lauder and (c) as Trustee of the
  1992 GRAT Remainder Trust f/b/o Gary Lauder

  



 

















 


	
   

  	
  /s/Gary M. Lauder

  
	
   

  	
  Gary M. Lauder, (a) individually, (b) as Trustee of the
  1992 GRAT Remainder Trust f/b/o William Lauder, (c) as Trustee of the
  1992 GRAT Remainder Trust f/b/o Gary Lauder, (d) as custodian under the
  New York Uniform Transfers to Minors Act for the benefit of Danielle Lauder, (e) as
  custodian under the New York Uniform Transfers to Minors Act for the benefit
  of Rachel Lauder and (f) as Trustee of the Gary M. Lauder Revocable
  Trust u/a/d as of August 10, 2000, Gary M. Lauder, Settlor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Joel S. Ehrenkranz

  
	
   

  	
  Joel S. Ehrenkranz, (a) as Trustee of the 1992 GRAT Remainder
  Trust f/b/o William Lauder, (b) as Trustee of the 1992 GRAT Remainder
  Trust f/b/o Gary Lauder and (c) as Vice President and Director of LAL
  Family Corporation, the sole general partner of LAL Family Partners, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Richard D. Parsons

  
	
   

  	
  Richard D. Parsons, (a) as Trustee of the Trust f/b/o Aerin
  Lauder and Jane Lauder u/a/d December 15, 1976, created by Estée Lauder
  and Joseph H. Lauder, as Grantors, (b) as Trustee of the Trust f/b/o
  Aerin Lauder and Jane Lauder u/a/d December 15, 1976, created by Ronald
  S. Lauder, as Grantor, (c) as Trustee of the Aerin Lauder Zinterhofer
  2000 Revocable Trust u/a/d April 24, 2000, Aerin Lauder Zinterhofer, as
  Grantor, (d) as Trustee of the Aerin Lauder Zinterhofer 2004 GRAT and (e) as
  Trustee of the Jane A. Lauder 2003 Revocable Trust u/a/d November 6,
  2003, Jane A. Lauder, as Grantor

  



 

















 


	
   

  	
  /s/George W. Schiele

  
	
   

  	
  George W. Schiele, as President and Director of LAL Family
  Corporation, the sole general partner of LAL Family Partners, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Ira T. Wender

  
	
   

  	
  Ira T. Wender, as Trustee of The Estée Lauder 2002 Trust

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/Aerin Lauder Zinterhofer

  
	
   

  	
  Aerin Lauder Zinterhofer, as Trustee of The Aerin Lauder Zinterhofer
  2008 Grantor Retained Annuity Trust