Exhibit 10.1


 


Domestic


 


Stock
Option Agreement


Under


The Estée
Lauder Companies Inc.


Amended
and Restated Fiscal 2002 Share Incentive Plan (the “Plan”)


 


This STOCK OPTION
AGREEMENT (the “Agreement”) provides for the granting of options 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 “Employee”
or the “Participant”), to purchase shares of the Company’s Class A Common
Stock, par value $0.01 (the “Shares”), subject to the terms below (the “Stock
Options” or “Options”).  The name of the “Participant,”
the “Grant Date,” the aggregate number of Shares that may be purchased pursuant
to this Agreement, and the “Exercise Price” per Shares are stated in the attached
“Notice of Grant,” and are incorporated by reference.  The other terms of the Options are stated in
this Agreement and in the Plan.  Terms
not defined in this Agreement are defined in the Plan, as amended.


 


The Stock Options described in this Agreement are
granted pursuant to the Company’s Amended and Restated Fiscal 2002 Share
Incentive Plan, as may be amended from time to time (the “Plan”), and are
subject in all respects to the provisions of the Plan.  The Stock Options granted under this
Agreement are not Incentive Stock Options (as defined in Section 422(b) of
the Internal Revenue Code of 1986, as amended (the “Code”)).


 


1.  Payment of Exercise
Price.  The Company will
provide and communicate to the Employee various methods of exercise.  In
all cases, upon exercise, the Employee must deliver or cause to be delivered to
the Company (or its agent designated for the purpose) upon settlement of the
exercise sufficient cash or sufficient number of Shares with value equal to or
exceeding the Exercise Price per Share.  The Employee also is required to
deliver or cause to be delivered sufficient cash to cover the applicable tax
withholding in accordance with Section 5 of this Agreement and fees in
connection with the exercise.  To facilitate exercise, the Company may
enter into agreements for coordinated procedures with one or more brokerage
firms or financial institutions.


 


2.   Exercise Period.


 


a.  General.  Subject to other provisions contained in this
Agreement and in the Plan, Stock Options granted under this Agreement will be
exercisable in installments as specified under “Exercise Period” in the
attached “Notice of Grant”.


 


Stock Options awarded
under this Agreement are exercisable until the close of business on the tenth
anniversary of the Grant Date; after this date, the Stock Options expire.


 


b.  Death or Disability.  If the Employee dies or becomes totally and
permanently disabled (as determined under the Company’s long term disability
program), each Stock Option awarded but not yet exercisable as of the Employee’s
date of death or disability determination will become immediately
exercisable.  The period during which the
Stock Option may be exercised will commence on the day after the Employee’s
date of death or disability determination and end on the earlier of the close
of business on the date of (i) the first anniversary of the Employee’s
death or disability determination or (ii) the tenth anniversary of the
Grant Date.


 


c.  Retirement.  Subject to Section 3, if the Employee
formally retires under the terms of the Estée Lauder Inc. Retirement Growth
Account Plan (or an affiliate or a successor plan or program of similar
purpose), each Stock Option awarded but not yet exercisable as of the date of
retirement will become immediately exercisable. Each Stock Option awarded may
thereafter be exercised until the close of business on the date of the tenth
anniversary of the Grant Date.  If the
Employee 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 Employee will
have deemed to be retired as of the date of death and this


 

















 


Section 2(c) will
apply rather than Section 2(b).  If
the Employee dies or becomes disabled after retirement as contemplated by this Section 2(c),
the provisions of this section shall apply.


 


d.  Termination of Employment Without Cause.


 


(1) Subject to Section 3,
if the Employee is terminated at the instance of the Employee (e.g., resigns
voluntarily), each Stock Option exercisable but unexercised as of the effective
date of such termination may be exercised until the close of business on the
date first to occur of (i) ninety (90) days after the effective date of
such termination and (ii) the tenth anniversary of the Grant Date.  Each Stock Option awarded but unexercisable
as of the date of such termination will be forfeited.


 


(2) Subject to Section 3,
if the Employee is terminated at the instance of the Company or relevant
subsidiary without Cause (as defined below), each Stock Option awarded but
unexercisable as of the date of termination will become immediately
exercisable.  Each Stock Option awarded
may be exercised until the close of business on the date first to occur of (i) ninety
(90) days after the effective date of such termination and (ii) the tenth
anniversary of the Grant Date.  For this
purpose, “Cause” is defined in the employment agreement in effect between the
Employee 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
Employee of any of his or her material obligations under any Company policy or
procedure, including, without limitation, the Code of Corporate Conduct and the
Policy on Avoidance of Insider Trading.


 


3.  Post-Employment Exercises.  No Stock Option represented by this Agreement
may be exercised after termination of the Employee’s employment with the
Company (or any of its subsidiaries) unless as provided for in Section 2b,
2c or 2d hereof.  The exercise of any
Stock Option after termination of the Employee’s employment by reason of
retirement in accordance with Section 2c, or due to termination by the
Employee or termination by the Company or relevant subsidiary without Cause in
accordance with Section 2d, is subject to satisfaction of the conditions
precedent that the Employee neither (i) competes with, takes other
employment with, or renders services to a competitor of the Company, its
subsidiaries, or affiliates without the Company’s written consent, nor (ii) conducts
herself or himself in a manner adversely affecting the Company.  All Stock Options that cannot be exercised
after termination of the Employee’s employment will be forfeited.


 


4.  Adjustment Provisions;
Change in Control.


 


a.  If there shall be any change in the Class A
Common Stock of the Company, through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, reverse stock split, split up,
spin-off, combination of Shares, exchange of Shares, dividend in kind or other
like change in capital structure or distribution (other than normal cash
dividends) to stockholders of the Company, the Company shall adjust, in a fair
and equitable manner, the Plan and each outstanding Stock Option to prevent
dilution or enlargement of Participant’s rights under the Plan.  The Company will make this adjustment each
time one of the changes identified above occurs by either adjusting the number
of shares of Class A Common Stock and/or kind of shares of common stock of
the Company or other securities that may be issued with respect to any Stock
Option under the Plan, adjusting the number of Class A Common Stock and/or
kind of shares of common stock of the Company or other securities that are
subject to outstanding Stock Options, and/or where applicable, adjusting the
exercise price or purchase price applicable to outstanding Stock Options.  Appropriate adjustments may also be made by
the Company to the terms of any Stock Options to reflect such changes or
distributions (and any extraordinary dividend or distribution of cash or other
assets) and to modify any other terms of outstanding Stock Options on an
equitable basis.  In addition, the
Company is authorized to make adjustments to the terms and conditions of Stock
Options, in recognition of unusual or nonrecurring events affecting the Company
or the financial statements of the Company, or in response to changes in
applicable laws, regulations, or accounting principles.  However, no adjustment or change can be made
to the terms of a Stock Option that will cause that Stock Option to fail to be
exempt from Code Section 409A.  For
purposes of this Section 4, the Market Value of the Shares shall be equal
to 100% of the closing price of the Class A Common Stock on the New York
Stock Exchange (or, if not traded thereon, then on any other national
securities exchange or other market system on which the Class A


 


2

















 


Common Stock is then
traded) as reported by the Wall Street Journal for the date on which such
Market Value is being fixed, or, if there shall be no trading on such date, the
date next preceding on which trading occurred.


 


b.  Notwithstanding any other provision
hereunder, in the event of a Change in Control (as defined below), the
Committee, in its discretion, may take such actions as it deems appropriate
with respect to outstanding Benefits, including, without limitation,
accelerating the exercisability or vesting of such Benefits, or such other
actions provided in an agreement approved by the Board in connection with a
Change in Control and such Benefits shall be subject to the terms of such
agreement as the Committee, in its discretion, shall determine.  The Committee, in its discretion, may
determine that, upon the occurrence of a Change in Control of the Company each
Stock Option outstanding hereunder shall terminate within a specified number of
days after notice to the holder, and such holder shall receive, with respect to
each share of Common Stock subject to such Stock Option an amount equal to the
excess of the Market Value of such shares of Common Stock immediately prior to
the occurrence of such Change in Control over the exercise price per share of
such Stock Option such amount to be payable in cash, in one or more kinds of
property (including the property, if any, payable in the transaction) or in a
combination thereof, as the Committee, in its discretion, shall determine.  For purposes of this Section 4b, a “Change
in Control” of the Company shall be deemed to have occurred upon any of the
following events:


 


(i)            On or after the date there are no
shares of Class B Common Stock, par value $.01 per share, of the Company
outstanding, any person as such term is used in Section 13(d) of the
Exchange Act or person(s) acting together which would constitute a “group”
for purposes of Section 13(d) of the Exchange Act (other than the
Company, any subsidiary, any employee benefit plan sponsored by the Company or
any member of the Lauder family or any family-controlled entities
(collectively, the “Lauder Family”)) shall acquire (or shall have acquired
during the 12-month period ending on the date of the most recent acquisition by
such person(s)) and shall “beneficially own” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, at least 30% of the total
voting power of all classes of capital stock of the Company entitled to vote
generally in the election of the Board; or


 


(ii)           During any period of twelve
consecutive months, either (A) the individuals who at the beginning of
such period constitute the Board of Directors or any individuals who would be “Continuing
Directors” (as hereinafter defined) cease for any reason to constitute at least
a majority thereof (B) at any meeting of the shareholders of the Company
called for the purpose of electing directors, a majority of the persons
nominated by the Board for election as directors shall fail to be elected; or


 


(iii)          Consummation of a sale or other
disposition (in one transaction or a series of transactions) of all or
substantially all of the assets of the Company; or


 


(iv)          Consummation of a merger or
consolidation of the Company (A) in which the Company is not the
continuing or surviving corporation (other than a consolidation or merger with
a wholly-owned subsidiary of the Company in which all shares of the Company’s
common stock outstanding immediately prior to the effectiveness thereof are
changed into or exchanged for common stock of the subsidiary) or (B) pursuant
to which all shares of the Company’s common stock are converted into cash,
securities or other property, except in either case, a consolidation or merger
of the Company in which the holders of the shares of Common Stock immediately
prior to the consolidation or merger have, directly or indirectly, at least a
majority of the shares of Common Stock of the continuing or surviving
corporation immediately after such consolidation or merger or in which the
Board immediately prior to the merger or consolidation would, immediately after
the merger or consolidation, constitute a majority of the board of directors of
the continuing or surviving corporation.


 


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Notwithstanding the
foregoing, none of the following shall constitute a Change in Control of the
Company: (A) changes in the relative beneficial ownership among members of
the Lauder Family, without other changes that would constitute a Change in
Control; or (B) any spin-off of a division or subsidiary of the Company to
its stockholders.


 


For purposes of this Section 4(b),
“Continuing Directors” shall mean (x) the directors of the Company in
office on November 10, 2005 and (y) any successor to any such
director and any additional director who after the Effective Date whose
appointment or election is endorsed by a majority of the Continuing Directors
at the time of his or her nomination or election.


 


5.  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 Stock Options, including the grant
of the Stock Options, the exercise of the Stock Options, 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 Stock Options 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 exercise, 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 Section.


 


6.   Transferability. Stock
Options granted under this Agreement may be transferred under laws of descent
and distribution or, during Employee’s lifetime, solely to the Employee’s
spouse, siblings, parents, children and grandchildren or trusts for the
benefits of such persons, or partnerships, corporations, limited liability
companies, or other entities owned solely by such persons, including trusts for
such persons.  Any transfer of Stock
Options will have no effect until written notice (providing sufficient details
relating to the proposed transfer, as required by the Company at that time) is
received and confirmed by the Company. 
The Employee will remain liable for all obligations of Employee and his
or her transferee or transferees.  Each
transferee will also be subject the Employee’s obligations under this Agreement
relating to the Stock Options transferred to him or her.


 


7.  Limitations.  The Employee’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 Employee any right to continue in the employ of the Company or any of its
subsidiaries or to interfere in any way with the right of the Company or any
subsidiary to terminate his or her employment at any time.  Stock Options are not secured by a trust,
insurance contract or other funding medium, and the Employee does not have any
interest in any fund or 


 


4

















 


specific asset of the Company by reason of this award or the account
established on his or her behalf.  A
Stock Option award confers no rights as a shareholder of the Company until
Shares are actually delivered to the Employee.


 


8.  Specific Restrictions Upon
Option Shares.  The Employee
and the Company agree to each of the following:


 


a.  The Employee will acquire Shares hereunder
for investment purposes only and not with a view to reselling or otherwise distributing
the Shares to the public in violation of the United States Securities Act of
1933, as amended (the “1933 Act”), and will not dispose of any such Shares in
transactions which, in the opinion of counsel to the Company, violate the 1933
Act or the rules and regulations thereunder, or any applicable state or
national securities or “blue sky” laws.


 


b.  If any Shares are registered under the 1933
Act, no public offering (other than on a national securities exchange, as
defined in the United States Securities Exchange Act of 1934, as amended) of
any Shares acquired under this Agreement will be made by the Employee (or any
other person) under circumstances where he or she (or such person) may be
deemed an underwriter, as defined in the 1933 Act.


 


c.  The Employee agrees that the Company has the
authority to endorse upon the certificate or certificates representing the
Shares acquired under this Agreement any legends referring to the restrictions
described under this Section 8 and any other application restrictions, as
the Company may deem appropriate.


 


9.  Notices.  Any notice required or permitted under this
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 Employee 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 Stock Options, the Employee
hereby expressly and unambiguously consents to the collection, use, and
transfer of personal data as described in this Section 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 Employee’s participation in the Plan.


 


b.   The Employee 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 Employee, 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 Stock Options or other entitlement to
shares awarded, canceled, exercised, vested, unvested, or outstanding in the
Employee’s favor, for purposes of managing and administering the Plan (“Data”).


 


c.   The Employee 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 Employee’s
consent in respect of any previous grant of stock options or other awards.


 


d.   The Employee 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”).


 


5

















 


e.   The Employee 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 Employee authorizes the Employer, the Company,
its subsidiaries, and 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 Employee 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 Employee 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 Employee 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 Employee 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 the Stock Options is voluntary and
occasional, and does not create any contractual or other right to receive
future grants of Stock Options, or benefits in lieu of Stock Options, even if
Stock Options have been granted repeatedly in the past;


 


c.     All decisions with respect to future Stock Option grants,
if any, will be at the sole discretion of the Company;


 


d.     Employee’s participation in the Plan is voluntary;


 


e.     Employee’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 Employee’s employment at any time;


 


f.    The Stock Option is 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 Stock Option is 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 Stock Option 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 Stock
Option 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
Shares is unknown and cannot be predicted with certainty;


 


6

















 


j.    If the Shares decrease in
value, the Stock Option will have no value;


 


k.   If Participant exercises the
Stock Option and obtains Shares, the value of the Shares obtained upon exercise
may increase or decrease in value, even below the Exercise Price;


 


l.    In consideration of the
award of the Stock Option, no claim or entitlement to compensation or damages
shall arise from termination of the Stock Option or diminution in value of the
Stock Option, or Shares purchased through exercise of the Stock Option,
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 grant of the Stock Option, 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;


 


m.  In the event of termination of
Participant’s employment (whether or not in breach of local labor laws),
Participant’s right to receive Stock Options under the Plan and to vest in such
Stock Options, 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); furthermore, in the event of termination of Participant’s
employment (whether or not in breach of local labor laws), Participant’s right
to exercise the Stock Options after termination of employment, if any, will be
measured by the date of termination of active employment and will not be
extended by any notice period mandated under local law; the Administrator shall
have the exclusive discretion to determine when Participant is no longer
actively employed for purposes of this Agreement;


 


n.   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


 


o.   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 this Stock Option 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 this Stock Option is
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.  The Stock Options are intended to be exempt
from Code Section 409A.  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 Stock Options awarded
under the Plan or future Stock Options that may be awarded 


 


7

















 


under the Plan by
electronic means or request Employee’s consent to participate in the Plan by
electronic means.  Employee 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

  



 


8