Exhibit 10.2


 


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.


 


Performance Share Unit Award Agreement


Under


The Estée Lauder Companies Inc.


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


 


This
PERFORMANCE SHARE UNIT AWARD AGREEMENT
(“Agreement”) provides for the granting of performance share unit awards 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”),
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 “Performance Share Units”).  The name of the “Participant,” the “Grant
Date,” the aggregate number of Shares representing the Target Award, and the
Plan Achievement (as defined below) goals are stated in the attached “Notice of
Grant,” and are incorporated by reference. 
The other terms of this Performance Share Unit 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 a target award of Performance Share Units in
respect of the number of Shares set forth in the Notice of Grant (the “Target
Award”), representing a Stock Unit and Performance-Based Award under the terms
of the Plan.


 


2.     Right to Payment of Performance
Share Units. It is understood that the percentage of the Target
Award earned and paid will be established by the Committee based on the plan
achievement (the “Plan Achievement”) during the period specified in the Notice
of Grant (the “Award Period”).  The Plan
Achievement comprises, and is measured separately with respect to, the
following two components:


 


(a)                            Net Sales
Cumulative Annual Growth Rate (which shall represent 50% of the Target Award);
and


 


(b)                           Earnings Per
Share Cumulative Annual Growth Rate (which shall represent 50% of the Target
Award).


 


For purposes of this Performance Share Unit Award
Agreement, “Net Sales” has the meaning utilized by the Company in its
consolidated financials in accordance with generally accepted accounting
principles as in effect on the first day of the Award Period, excluding the
impact of foreign currency fluctuations and “Earnings Per Share” means “diluted
earnings per share” as utilized by the Company in its consolidated financials. 


 

















 


Actual payment of the Performance Share Units
awarded will be determined for each component in accordance with the table
attached hereto as Schedule “A.”


 


3.     Payment of Awards. Payments
under this Agreement will be made in the number of Shares that is equivalent to
the number of Performance Share Units earned and payable to the Participant
pursuant to paragraph 2 above. Except as otherwise provided in paragraph 4
below, payments will be made as soon as practicable after the Award Period
ends, but in no event later than 2 and 1/2 months following the last day of the
calendar year in which the Award Period ends. The form of payout will be in
Shares.  In addition, each Performance
Share Unit that becomes earned and payable pursuant to paragraph 2 above
carries a Dividend Equivalent Right, payable in cash at the same time as the
payment of Shares in accordance with this paragraph 3 and paragraph 4.


 


Upon a Change in Control,
each Performance Share Unit will become payable to the Participant with the
total number of Shares to be paid equal to the Target Award.  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.


 


4.     Termination of Employment. If the
Participant’s employment terminates during the Award Period, payouts will be as
follows:


 


(a)                      Death.  If the Participant dies, the Performance
Share Units will be paid as a pro rata Target Award for the number of full
months employed during the Award Period (i.e.,
the proration of the Target Award equals a fraction, the numerator of which is
the number of full calendar months of service completed during the Award Period
through the Participant’s death and the denominator of which is the number of
full calendar months in the Award Period). 
Payment 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 Performance
Share Unit Award will continue through the Award Period and the Participant
will be paid based on actual Plan Achievement, at the same time the awards are
paid to active employees.  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 


 


2

















 


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 Performance Share Unit Award will continue through the Award
Period and the Participant will be paid a pro rata amount for the number of
full months employed during the Award Period (determined under the proration
methodology in paragraph 4(a)) based on actual Plan Achievement.  Payment will occur at the same time the
awards are paid to active employees.


 


(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) on or prior to the end of the first year of
the Award Period, the Performance Share Unit Award will be forfeited.  If such termination occurs after the end of
the first year of the Award Period, the Performance Share Unit Award will
continue through the Award Period and the Participant will be paid a pro rata
amount for the number of full months employed during the Award Period
(determined under the proration methodology in paragraph 4(a)) based on actual
Plan Achievement.  Payment will occur at
the same time the awards are paid to active employees.


 


(e)                      Termination of
Employment By Employee.  If the
Participant terminates his or her employment (e.g.,
by voluntary resigning) other than by retirement, which is subject to paragraph
4(b) above, the Performance Share Unit Award will be forfeited.


 


(f)                        Termination of
Employment With Cause.  If the
Participant is terminated for Cause, the Performance Share Unit Award 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 any 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 Conduct.


 


(g)                     Post Employment
Conduct.  Payout of any Performance Share
Unit Award 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.


 


If the Participant’s employment terminates
after the expiration of the Award Period but 


 


3

















 


prior to payout, payout will be subject to
the above.


 


5.     No Rights of Stock Ownership. This grant of
Performance Share 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
Performance Share Units, including the grant of the Performance Share Units,
the vesting of the Performance Share 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
Performance Share 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.


 


4

















 


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 Performance Share Unit 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
Performance Share Unit Award 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 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 Performance Share 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 Performance Share 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 performance share units or other
awards.


 


5

















 


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 Performance
Share Units is voluntary and occasional, and does not create any contractual or
other right to receive future awards of Performance Share Units, or benefits in
lieu of Performance Share Units, even if Performance Share 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;


 


6

















 


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.      Performance Share 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 Performance Share 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 Performance Share 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 Performance Share 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 Performance Share Units, no claim or entitlement to compensation
or damages shall arise from termination of the Performance Share Units or
diminution in value of the Performance Share Units, or Shares acquired upon
vesting of the Performance Share 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 Performance Share 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 Performance Share Units under the Plan and to
vest in such Performance Share 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;


 


7

















 


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.  The Performance Share Unit Award 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 Performance Share
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 Performance Share Units are made and/or to be performed.


 


14.  Partial Invalidity.  The invalidity or illegality of any provision
of the 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.


 


16.  Electronic Delivery.  The Company
may, in its sole discretion, decide to deliver any documents related to
Performance Share Units awarded under the Plan or future Performance Share
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

  



 


8

















 


Schedule “A”


 


For Net Sales Cumulative Annual Growth Rate:


 


	
   

  	
   

  	
  Component Plan Achievement

  	
   

  	
  Component Payout (Percentage of Target Award)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High

  	
   

  	
  (*)%

  	
   

  	
  (*)%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (*)%

  	
   

  	
  (*)%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Low

  	
   

  	
  (*)%

  	
   

  	
  (*)%

  



 


For Net Earnings Per Share
Cumulative Annual Growth Rate:


 


	
   

  	
   

  	
  Component Plan Achievement

  	
   

  	
  Component Payout (Percentage of Target Award)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  High

  	
   

  	
  (*)%

  	
   

  	
  (*)%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (*)%

  	
   

  	
  (*)%

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Low

  	
   

  	
  (*)%

  	
   

  	
  (*)%

  



 


Payout
amount for levels of Plan Achievement between the high and low achievement
shall be interpolated on a straight line basis (rounded up to the nearest
integer).  In no event shall the
Participant receive a payout in excess of (*)% of the Target Award for any
component.  No payout shall be made in
the event of component Plan Achievement less than low achievement.  Notwithstanding anything to the contrary
stated above, the Committee may reduce the payment based on other factors at
the discretion of the Committee unless a Change of Control has occurred.


 


In
measuring Plan Achievement, financial performance measures (e.g., “Earnings Per
Share” and “Net Sales”) will be calculated without regard to the following:


 


·                  Changes in accounting principles (i.e.,
cumulative effect of GAAP changes)


·                  Extraordinary items as defined in accordance
with US GAAP or which are the result of a change in the law or the Company’s
response thereto


·                  Income/loss from discontinued operations and
income/loss on sale of discontinued operations


·                  Non-recurring operating income/expenses
(separately stated and disclosed in the financial statements — e.g.,
restructuring charges, legal settlement charges, goodwill write-off)


·                  Impairment of intangibles


 


9

















 


In
calculating net sales during the Award Period, net sales in currencies other
than U.S. dollars shall be translated into U.S. dollars at the Company’s budget
exchange rate at the beginning of the Award Period.


 


Earnings
Per Share will be calculated based on the weighted average number of Shares
outstanding as of the measurement date and will be adjusted to eliminate the
effect of material changes in the number or type of outstanding Shares due to
events such as:


 


·                  Stock splits


·                  Stock dividends


·                  Recapitalizations


·                  Acquisitions involving stock of the Company


 


No
adjustment will be made for the impact of stock repurchases under any plans
approved by the Board


 


10

















 


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 Performance Share Units at the most recent meeting
of the Stock Plan Subcommittee of the Compensation Committee of the Board of
Directors representing the right 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 Performance Share Unit Award 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 Performance Share Unit Award is granted under and governed by the
terms and conditions of the Plan and the Performance Share Unit Award Agreement
(the “Agreement”) made part hereof.  The
Agreement and Summary Plan Description are being sent to you in a separate
e-mail.  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:  (*)


 


Grant
Date:  (*)


 


Award
Period:  (*)


 


Type
of Award:  Stock Unit and Performance-Based
Award (referred to herein as a “Performance Share Unit”)


 


Target Award:  (*)  shares of Class A Common Stock.  See Schedule “A” to the Agreement for actual
payouts depending upon level of performance.


 


Plan
Achievement goal at 100% for Award Period:


 


Net
Sales Cumulative Annual Growth Rate


(*)


 


Earnings
Per Share Cumulative Annual Growth Rate


(*)


 


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