Exhibit 10.4

  
	
   

  	
   

  
	
   

  	
  Domestic

  



 


Each of the Stock Plan Subcommittee of the
Compensation Committee and the Compensation Committee of the Board of Directors
of The Estée Lauder Companies Inc. reserves the right to change provisions of
this Agreement to comply with the American Jobs Creation Act of 2004.


 


Restricted
Stock Unit Agreement Under


The Estée
Lauder Companies Inc.


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


 


This RESTRICTED STOCK UNIT AGREEMENT (“Agreement”)
provides for the granting by The Estée Lauder Companies Inc., a Delaware
corporation (the “Company”), to the participant, an employee of the
Company or one of its subsidiaries (the “Participant”), of Stock Units
under the Plan representing a notional account equal to a corresponding number
of shares of the Company’s Class A Common Stock, par value $0.01 (the “Shares”),
subject to the terms below (the “Restricted Stock Units”).  The name of the “Participant,” the “Grant
Date,” the “Number of Restricted Stock Units,” the “Vesting Commencement Date,”
the “Vesting Schedule,” and the “Vesting Period” are stated in the attached “Notice
of Grant” and are incorporated by reference. 
The other terms of this award are stated in this Agreement and in the
Plan. Terms not defined in this Agreement are defined in the Plan, as amended.


 


1.     Award Grant. The Company hereby
awards to the Participant an award of Restricted Stock Units in respect of the
number of Shares set forth in the Notice of Grant.


 


2.     Vesting. 
The Restricted Stock Units granted to the Participant will
vest and become payable in accordance with the Vesting Schedule in the Notice
of Grant.  This schedule indicates the
vesting date upon which the Participant will be entitled to receive Shares.  Except as otherwise provided in this
Agreement, any Restricted Stock Units that are unvested when the Participant
terminates employment with the Company will be forfeited.


 


3.     Payment of Awards.  Each Restricted Stock Unit represents the
right to receive one Share when the Restricted Stock Unit vests.


 


Upon a Change in Control, (a) each
unvested Restricted Stock Unit will vest and become payable to the Participant
in accordance with the Plan and this paragraph and (b) each vested
Restricted Stock Unit not paid will become payable to the Participant in
accordance with the Plan and this paragraph. Payments upon a Change in Control
will be made within two weeks following the Change in Control.  If the Shares cease to be outstanding
immediately after the Change in Control (e.g., due to a merger with and into
another entity), then the consideration to be received per Share will equal the
consideration paid to each stockholder per Share generally upon the Change in
Control.  If the Participant dies before
the Change in Control, vested Restricted Stock Units will become payable in
accordance with this paragraph.  If the
Participant becomes disabled or is terminated without Cause before the Change
in Control, the Restricted Stock Units that were to vest pro rata due to
disability or termination without Cause will vest and become payable in
accordance with this paragraph.  All
other unvested Restricted Stock Units will be forfeited.


 

















 


4.     Termination of Employment. If the Participant’s
employment terminates during the Vesting Period, all unvested Restricted Stock
Units will be forfeited except as follows, subject to Paragraph 3:


 


(a)                      Death.  If the Participant dies, unvested Restricted
Stock Units will vest on the date of death pro rata based on the number of full
months the Participant was employed during the Vesting Period after the last
vesting date (i.e., the
proration equals a fraction, the numerator of which is the number of full
calendar months of service completed during the Vesting Period after the last
vesting date through the Participant’s death and the denominator of which is
the number of full calendar months after the last vesting date that are
remaining in the Vesting Period).  For
this purpose, “last vesting date” is the grant date if the first vesting date
has not yet occurred.  As an example,
assume a grant to Participant X of Restricted Stock Units for 300 shares with a
three-year Vesting Period and one-third of the units vesting at the end of each
twelve-month period.  If Participant X
dies 18 months after the grant date and six months after the last vesting date,
then the estate or beneficiary of Participant X would be entitled to payment of
50 Shares (before withholding). 
Participant X would have already received 100 Shares (before
withholding) on the first anniversary of the grant date. Payment of the vested
Restricted Stock Units will occur as soon as practicable following the
Participant’s death and in accordance with any applicable laws or Company
procedures regarding the payments.


 


(b)                     Retirement.  If the Participant formally retires under the
terms of The Estée Lauder Companies Retirement Growth Account Plan (or an
affiliate or a successor plan or program of similar purpose), the unvested
Restricted Stock Units will continue to vest and be paid in accordance with the
Vesting Schedule.   Vesting and payment
in respect of any unvested Restricted Stock Unit after retirement will be
subject to satisfaction of the conditions precedent that the Participant
neither (i) competes with, takes employment with, or renders services to a
competitor of the Company, its subsidiaries, or affiliates without the Company’s
written consent, nor (ii) conducts himself or herself in a manner
adversely affecting the Company.  If the
Participant dies during active employment after the attainment of age 55 and
the completion of 10 or more years of service, or after the attainment of age
65 and the completion of 5 or more years of service, without formally retiring
under the terms of the Estée Lauder Inc. Retirement Growth Account Plan (or an
affiliate or a successor plan or program of similar purpose), the Participant
will have deemed to be retired as of the date of death and this Section 4(b) will
apply rather than Section 4(a).  If
the Participant dies or becomes disabled after retirement as contemplated by this
Section 4(b), the provisions of this section shall apply.


 


(c)                      Disability.  If the Participant becomes totally and
permanently disabled (as determined under the Company’s long-term disability
program), the unvested Restricted Stock Units will vest pro rata for full
months employed during the Vesting Period (determined under the proration
methodology in paragraph 4(a)) on the next vesting date during the Vesting
Period.  The vested Restricted Stock
Units will be paid in accordance with the Vesting Schedule (i.e., on the next
vesting date during the Vesting Period).


 


(d)                     Termination
of Employment Without Cause.  If the
Participant’s employment is terminated at the instance of the Company or
relevant subsidiary without Cause (as defined below), any unvested Restricted
Stock Units will vest pro rata for full months employed during the Vesting
Period (determined under the proration methodology in paragraph 4(a)) on the
next 


 


2

















 


vesting date during the Vesting Period.
Restricted Stock Units will be paid in accordance with the Vesting Schedule and
payment in respect of any unvested Restricted Stock Unit after last day of
active employment will be subject to satisfaction of the conditions precedent
that the Participant neither (i) competes with, takes employment with, or
renders services to a competitor of the Company, its subsidiaries, or
affiliates without the Company’s written consent, nor (ii) conducts
himself or herself in a manner adversely affecting the Company.


 


(e)                      Termination
of Employment By Employee.  If the
Participant voluntarily terminates his or her employment (e.g., by voluntarily resigning) other
than due to retirement or disability, which are subject to paragraphs 4(b) and
4(c) above, respectively, all Restricted Stock Units that are not vested
as of the effective date of resignation will be forfeited.


 


(f)                        Termination
of Employment With Cause.  If the
Participant is terminated for Cause, all Restricted Stock Units that are not
vested as of the effective date of resignation will be forfeited.  For this purpose, “Cause” is defined in the
employment agreement in effect between the Participant and the Company or any
subsidiary, including an employment agreement entered into after the Grant
Date.  In the absence of an employment
agreement, “Cause” means any breach by the Participant of any of his or her
material obligations under any Company policy or procedure, including, without
limitation, the Code of Corporate Conduct.


 


5.     No Rights of Stock Ownership.
This grant of Restricted Stock Units does not entitle the Participant to any
interest in or to any voting or other rights normally attributable to Share
ownership.


 


6.     Withholding. Regardless of any action the Company or
the Participant’s employer (the “Employer”) takes with respect to any or all
income tax, social security, payroll tax, or other tax-related withholding (“Tax-Related
Items”), Participant acknowledges that the ultimate liability for all
Tax-Related Items legally due by Participant is and remains his or her
responsibility.  Furthermore, Participant
acknowledges that the Company and/or the Employer (i) make no
representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the Restricted Stock Units, including
the grant of the Restricted Stock Units, the vesting of the Restricted Stock
Units, the delivery of Shares, the subsequent sale of Shares acquired under the
Plan and the receipt of any dividends; and (ii) do not commit to structure
the terms of the grant of the Restricted Stock Units or any aspect of
Participant’s participation in the Plan to reduce or eliminate his or her
liability for Tax-Related Items.


 


Prior to the relevant taxable event,
Participant shall pay or make adequate arrangements satisfactory to the Company
and/or the Employer to satisfy all withholding obligations of the Company
and/or the Employer.  In this regard,
Participant authorizes the Company and/or the Employer to withhold all
applicable Tax-Related Items legally payable by Participant from his or her
wages or other cash compensation paid by the Company and/or the Employer or
from proceeds of the sale of the Shares acquired under the Plan.  Alternatively, or in addition, the Company
may (i) sell or arrange for the sale of Shares that Participant acquires
under the Plan to meet the withholding obligation for the Tax-Related Items,
and/or (ii) withhold in Shares, provided that the Company only withholds
the amount of Shares necessary to satisfy the minimum withholding amount.  If the Company satisfies the Tax-Related Item
withholding obligation by withholding a number of Shares as described herein,
Participant will be 


 


3

















 


deemed to have been issued the full number of Shares due to Participant
at vesting, notwithstanding that a number of the Shares is held back solely for
purposes of such Tax-Related Items.


 


Finally,
Participant shall pay to the Company or the Employer any amount of Tax-Related
Items that the Company or the Employer may be required to withhold as a result
of his or her participation in the Plan that cannot be satisfied by the means
previously described.  The Company may
refuse to issue Shares under the Plan and refuse to deliver the Shares if
Participant fails to comply with his or her obligations in connection with the
Tax-Related Items as described in this paragraph.


 


7.     Nonassignability. This
award may not be assigned, pledged, or transferred, except, if the Participant
dies, to a designated beneficiary or by will or by the laws of descent and
distribution. The foregoing restrictions do not apply to transfers under a
court order, including, but not limited to, any domestic relations order.


 


8.     Effect Upon Employment. The Participant’s right to
continue to serve the Company or any of its subsidiaries as an officer,
employee, or otherwise, is not enlarged or otherwise affected by an award
hereunder. 
Nothing in this Agreement or the Plan
gives the Participant any right to continue in the employ of the Company or any
of its subsidiaries or to interfere in any way with any right the Company or
any subsidiary may have to terminate his or her employment at any time.  Payment of Shares is not secured by a trust,
insurance contract or other funding medium, and the Participant does not have
any interest in any fund or specific asset of the Company by reason of this
Award or the account established on his or her behalf.  A Restricted Stock Unit award confers no
rights as a shareholder of the Company until Shares are actually delivered to
the Participant.


 


9.     Notices.  Any notice required or permitted under this
Agreement is deemed to have been duly given if delivered, telecopied, or mailed
(certified or registered mail, return receipt requested) or sent by
internationally-recognized courier guaranteeing next day delivery (a) to
the Participant at the address on file in the Company’s (or relevant subsidiary’s)
personnel records or (b) to the Company, attention Stock Plan
Administration at its principal executive offices, which are currently located
at 767 Fifth Avenue, New York, NY 10153.


 


10.  Disclosure and Use of Information.


 


a.     By
signing and returning the attached Notice of Grant, and as a condition of the
grant of the Restricted Stock Units, the Participant hereby expressly and
unambiguously consents to the collection, use, and transfer of personal data as
described in this paragraph by and among, as necessary and applicable, the
Employer, the Company and its subsidiaries and by any agent of the Company or
its subsidiaries for the exclusive purpose of implementing, administering and
managing Participant’s participation in the Plan.


 


b.     The
Participant understands that the Employer, the Company and/or its other  subsidiaries holds, by means of an automated
data file or otherwise, certain personal information about the Participant,
including, but not limited to, name, home address and telephone number, date of
birth, social insurance number, salary, nationality, job title, any shares or
directorships held in the Company, details of all Restricted Stock Units or
other entitlement to shares awarded, canceled, exercised, vested, unvested, or
outstanding in the Participant’s favor, for purposes of managing and
administering the Plan (“Data”).


 


4

















 


c.     The
Participant also understands that part or all of his or her Data may be held by
the Company or its subsidiaries in connection with managing and administering
previous award or incentive plans or for other purposes, pursuant to a prior  transfer made with the Participant’s consent
in respect of any previous grant of restricted stock units or other awards.


 


d.     The
Participant further understands that the Employer may transfer Data to the
Company or its subsidiaries as necessary to implement, administer, and manage
his or her participation in the Plan. 
The Company and its subsidiaries may transfer data among themselves, and
each, in turn, may further transfer Data to any third parties assisting the
Company in the implementation, administration, and management of the Plan (“Data
Recipients”).


 


e.     The
Participant understands that the Company, its subsidiaries, and the Data
Recipients are or may be located in his or her country of residence or
elsewhere. The Participant authorizes the Employer, the Company, its
subsidiaries, and the Data Recipients to receive, possess, use, retain, and
transfer Data in electronic or other form to implement, administer, and manage
his or her participation in the Plan, including any transfer of Data that the Administrator
deems appropriate for the administration of the Plan and any transfer of Shares
on his or her behalf to a broker or third party with whom the Shares may be
deposited.


 


f.      The
Participant understands that he or she may request a list with the names and
addresses of any potential recipients of the Data by contacting his or her
local human resources representative.


 


g.     The
Participant understands that Data will be held as long as is reasonably
necessary to implement, administer and manage his or her participation in the
Plan and he or she may oppose the processing and transfer of his or her Data
and may, at any time, review the Data, request that any necessary amendments be
made to it, or withdraw his or her consent by notifying the Company in writing.
The Participant further understands that withdrawing consent may affect his or
her ability to participate in the Plan.


 


11.  Discretionary
Nature and Acceptance of Award.  By accepting this Award, the Participant
agrees to be bound by the terms of this Agreement and acknowledges that:


 


a.     The
Plan is established voluntarily by the Company, it is discretionary in nature,
and it may be modified, amended, suspended or terminated by the Company at any
time, unless otherwise provided in the Plan and this Agreement;


 


b.     The
award of Restricted Stock Units is voluntary and occasional, and does not
create any contractual or other right to receive future awards of Restricted
Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted
Stock Units have been awarded repeatedly in the past.


 


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


 


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


 


e.     Participant’s
participation in the Plan shall not create a right to further employment with
the Employer and shall not interfere with the ability of the Company or the
Employer to terminate Participant’s employment at any time;


 


5

















 


f.      Restricted
Stock Units are an extraordinary item that does not constitute compensation of
any kind for services of any kind rendered to the Company or any subsidiary,
and which is outside the scope of Participant’s employment or service contract,
if any;


 


g.     The
Restricted Stock Units are not part of normal or expected compensation or
salary for any purposes, including, but not limited to, calculating any
severance, resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or
similar payments and in no event should be considered as compensation for, or
relating in any way to, past services for the Company or any subsidiary;


 


h.     In
the event the Participant is not an employee of the Company, the Restricted
Stock Units and Participant’s participation in the Plan will not be interpreted
to form an employment or service contract or relationship with the Company; and
furthermore, the Restricted Stock Units and Participant’s participation in the
Plan will not be interpreted to form an employment or service contract with any
subsidiary of the Company;


 


i.      The
future value of the underlying Shares is unknown and cannot be predicted with
certainty;


 


j.      In
consideration of the award of the Restricted Stock Units, no claim or
entitlement to compensation or damages shall arise from termination of the
Restricted Stock Units or diminution in value of the Restricted Stock Units, or
Shares acquired upon vesting of the Restricted Stock Units, resulting from
termination of Participant’s employment by the Company or any subsidiary (for
any reason whatsoever and whether or not in breach of local labor laws) and in
consideration of the award of the Restricted Stock Units, Participant
irrevocably releases the Company and any subsidiary from any such claim that
may arise; if, notwithstanding the foregoing, any such claim is found by a
court of competent jurisdiction to have arisen, then, by signing the Notice of
Grant, Participant shall be deemed irrevocably to have waived his or her right
to pursue or seek remedy for any such claim or entitlement;


 


k.     In
the event of termination of Participant’s employment (whether or not in breach
of local labor laws), Participant’s right to receive Restricted Stock Units
under the Plan and to vest in such Restricted Stock Units, if any, will
terminate effective as of the date that Participant is no longer actively
employed and will not be extended by any notice period mandated under local law
(e.g., active employment would not
include a period of “garden leave” or similar period pursuant to local law);
the Administrator shall have the exclusive discretion to determine when
Participant is no longer actively employed for purposes of this Agreement;


 


l.      The
Company is not providing any tax, legal or financial advice, nor is the Company
making any recommendations regarding Participant’s participation in the Plan or
Participant’s acquisition or sale of the underlying Shares; and


 


m.    Participant
is hereby advised to consult with Participant’s own personal tax, legal and
financial advisors regarding Participant’s participation in the Plan before
taking any action related to the Plan.


 


12.  Failure to Enforce Not a Waiver.  The Company’s failure to enforce at any time
any provision of this Agreement does not constitute a waiver of that provision
or of any other provision of this Agreement.


 


6

















 


13.  Governing Law.  This Agreement is governed by and is to be
construed according to the laws of the State of New York, that apply to
agreements made and performed in that state, without regard to its choice of
law provisions.  For purposes of
litigating any dispute that arises under the Restricted Stock Units or this
Agreement, the parties hereby submit to and consent to the jurisdiction of the
State of New York, and agree that such litigation will be conducted in the
courts of New York County, New York, or the federal courts for the United
States for the Southern District of New York, and no other courts, where the
Restricted Stock Units are made and/or to be performed.


 


14.  Partial Invalidity.  The invalidity or illegality of any provision
of this Agreement will be deemed not to affect the validity of any other
provision.


 


15.  Section 409A Compliance.
This Agreement is intended to comply with section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), and any regulations, rulings, or
guidance provided thereunder.  The
Company reserves the unilateral right to amend this Agreement upon written
notice to the Participant in order to prevent taxation under Code section 409A.


 


16.  Electronic Delivery.  The Company may, in
its sole discretion, decide to deliver any documents related to Restricted
Stock Units awarded under the Plan or future Restricted Stock Units that may be
awarded under the Plan by electronic means or request Participant’s consent to
participate in the Plan by electronic means. 
Participant hereby consents to receive such documents by electronic
delivery and agrees to participate in the Plan through any on-line or
electronic system established and maintained by the Company or another third
party designated by the Company.


 


 


	
   

  	
  The Estée
  Lauder Companies Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Amy DiGeso

  
	
   

  	
   

  	
  Amy DiGeso

  
	
   

  	
   

  	
  Executive Vice President,

  
	
   

  	
   

  	
  Global Human Resources

  



 


7

















 


Notice
of Grant Under


The Estée
Lauder Companies Inc.


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


 


This
is to confirm that you were awarded a grant of Restricted Stock Units at the
most recent meeting of the Stock Plan Subcommittee of the Compensation
Committee of the Board of Directors representing the right upon vesting of such
units to receive shares of Class A Common Stock of The Estée Lauder
Companies Inc. (the “Shares”), subject to the terms of the Plan and the
Restricted Stock Unit Agreement.  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.  This Restricted Stock Unit award is granted
under and governed by the terms and conditions of the Plan and the Restricted
Stock Unit 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 Number: 
(*)


 


Number of Restricted Stock Units:  (*)


 


Grant Date: 
(*)


 


Vesting Commencement Date:  (*)


 


Vesting Schedule:    Subject to Participant’s continuous
employment, this Restricted Stock Unit grant shall vest as to the number of
Shares set forth below:


 


	
  Shares

  	
   

  	
  Vesting Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (*)

  	
   

  	
  (*)

  	
   

  



 


Vesting Period:         The Vesting Commencement Date through and
including the applicable date set forth in the Vesting Schedule.


 


Questions
regarding the award 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:  (*)


 


Any
dividends earned on vested Shares, after applicable withholding, that are held
in an account for Participant at BNY Mellon Shareowner Services (or its
successor) engaged by The Estée Lauder Companies Inc. for the purposes of
holding the Shares for Participant upon vesting (the “Agent”), will be
automatically reinvested in accordance with Agent’s applicable procedures in
additional whole and fractional shares Company Class A
Common Stock unless you notify Patricia Zakrzewski or
Thomas Fellenbaum in writing prior to the Vesting Date set forth above
that you do not wish to have your dividends reinvested.


 


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:


Restricted
Stock Unit Q&A