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


 


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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


 


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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


 


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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”).


 


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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;


 


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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 


 


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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

  



 


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Notice
of Grant Under


The Estee
Lauder Companies Inc.


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


 


This
is to confirm that, upon the recommendation of your management, you were
awarded options to purchase shares of Class A Common Stock of The Estee
Lauder Companies Inc. (the “Shares”) at the most recent meeting of the Stock
Plan Subcommittee of the Compensation Committee of the Board of Directors.  This award was made in recognition of the
significant contributions you have made as a key employee of the Company, and
to motivate you to achieve future successes by aligning your interests more
closely with those of our stockholders. 
These options are granted under and governed by the terms and conditions
of the Plan and the Stock Option Agreement (the “Agreement”) made part
hereof.  The Agreement and Summary Plan
Description are being sent to you in a separate email.  Please read these documents and keep them for
future reference.  The specific terms of
your award are as follows:


 


Participant:  (FIRST NAME _ LAST NAME)


 


Employee
Identification Number:  (*)


 


Grant
Date: 
(*)


 


Type
of Award: 
(*)


 


Exercise
Price per Share:     (*)     
(Closing trading price on NYSE of the Class A Common Stock on the
date of grant)


 


Aggregate
number of Shares subject to your options:


 


Exercise
Period: Your options shall become exercisable
on the following dates (or upon death, disability, retirement, or involuntary
termination of employment if these occurrences are earlier), but are subject to
termination or forfeiture as per Paragraphs 2 and 3 of the Agreement:


 


	
  Number of Shares

  	
   

  	
  Date Exercisable

  	
   

  	
  Expiration Date

  
	
  (*)

  	
   

  	
  (*)

  	
   

  	
  (*)

  
	
  (*)

  	
   

  	
  (*)

  	
   

  	
  (*)

  
	
  (*)

  	
   

  	
  (*)

  	
   

  	
  (*)

  



 


Questions
regarding the stock option program can be directed to  (*)


 


If
you wish to accept this grant, please sign
this Notice of Grant and return immediately to:


 


Compensation Department


767 Fifth Avenue, 43rd Floor


New York, New York 10153


Attention: (*)


 


The
undersigned hereby accepts, and agrees to, all terms and provisions of the
Agreement, including those contained in this Notice of Grant.


 


	
  By

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  
	
  Enclosure:
  Stock Option Q&A