Exhibit 10.3


 


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.


 


In addition, each Restricted Stock Unit
carries a Dividend Equivalent Right, payable in cash at the same time as
payment of Restricted Stock Units in Shares in accordance with this paragraph 3
and paragraph 4.  Dividend Equivalent
Rights are deemed part of the related Restricted Stock Units under this
Agreement.


 


Upon a Change in Control, each Restricted
Stock Unit will vest and become payable to the Participant.  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.


 


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


 


(a)                      Death.  If the Participant dies, the Restricted Stock
Units will vest pro rata for the number of full months the Participant was
employed during the Vesting Period (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 through the Participant’s death and the denominator
of which is the number of full calendar months in the Vesting Period).  Payment of the 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.  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 Restricted Stock Units will vest pro rata for full months
employed during the Vesting Period (determined under the proration methodology
in paragraph 4(a)).  The Restricted Stock
Units will be paid in accordance with the Vesting Schedule.


 


(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 vesting date during the Vesting Period. Restricted Stock Units will be
paid in accordance with the Vesting Schedule.


 


(e)                      Termination
of Employment By Employee.  If the
Participant voluntarily terminates his or her employment (e.g., by voluntary resigning) other than by
retirement, which is subject to paragraph 4(b) above, 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 termination 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 


 


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any Company policy or procedure, including,
without limitation, the Code of Corporate Conduct.


 


(g)                     Post
Employment Conduct.  Payment in
respect of any Restricted Stock Unit after termination of employment is subject
to satisfaction of the conditions precedent that the Participant neither (i) competes
with, takes employment with, or renders services to a competitor of the
Company, its subsidiaries, or affiliates without the Company’s written consent,
nor (ii) conducts himself or herself in a manner adversely affecting the
Company.


 


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 other than the Dividend Equivalent Rights granted under paragraph 3
above.


 


6.     Withholding. Regardless of
any action the Company or the Participant’s employer (the “Employer”) takes
with respect to any or all income tax, social security, payroll tax, or other
tax-related withholding (“Tax-Related Items”), Participant acknowledges that
the ultimate liability for all Tax-Related Items legally due by Participant is
and remains his or her responsibility. 
Furthermore, Participant acknowledges that the Company and/or the
Employer (i) make no representations or undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of the
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 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.


 


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8.     Effect Upon Employment. The Participant’s right to
continue to serve the Company or any of its subsidiaries as an officer,
employee, or otherwise, is not enlarged or otherwise affected by an award under
this Agreement.  Nothing in this
Agreement or the Plan gives the Participant any right to continue in the employ
of the Company or any of its subsidiaries or to interfere in any way with any
right the Company or any subsidiary may have to terminate his or her employment
at any time.  Payment of Shares is not
secured by a trust, insurance contract or other funding medium, and the
Participant does not have any interest in any fund or specific asset of the
Company by reason of this Award or the account established on his or her
behalf.  A 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”).


 


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, 


 


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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;


 


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 


 


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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.


 


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 to prevent taxation
under Code section 409A.


 


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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

  



 


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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:  (*)


 


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