Exhibit 10.1
Domestic
Stock Option Agreement
Under
The Estée Lauder Companies
Inc.
Amended and Restated Fiscal 2002
Share Incentive Plan (the “Plan”)
This STOCK OPTION AGREEMENT (the
“Agreement”) provides for the granting of options by
The Estée Lauder Companies Inc., a Delaware corporation (the
“Company”), to the participant, an employee of the
Company or one of its subsidiaries (the “Employee” or
the “Participant”), to purchase shares of the
Company’s Class A Common Stock, par value $0.01 (the
“Shares”), subject to the terms below (the “Stock
Options” or “Options”). The name of the
“Participant,” the “Grant Date,” the
aggregate number of Shares that may be purchased pursuant to this
Agreement, and the “Exercise Price” per Shares are
stated in the attached “Notice of Grant,” and are
incorporated by reference. The other terms of the Options are
stated in this Agreement and in the Plan. Terms not defined
in this Agreement are defined in the Plan, as amended.
The Stock Options described in this
Agreement are granted pursuant to the Company’s Amended and
Restated Fiscal 2002 Share Incentive Plan, as may be amended from
time to time (the “Plan”), and are subject in all
respects to the provisions of the Plan. The Stock Options
granted under this Agreement are not Incentive Stock Options (as
defined in Section 422(b) of the Internal Revenue Code of
1986, as amended (the “Code”)).
1. Payment of Exercise
Price. The Company will provide and communicate to the
Employee various methods of exercise. In all cases, upon
exercise, the Employee must deliver or cause to be delivered to the
Company (or its agent designated for the purpose) upon settlement
of the exercise sufficient cash or sufficient number of Shares with
value equal to or exceeding the Exercise Price per Share. The
Employee also is required to deliver or cause to be delivered
sufficient cash to cover the applicable tax withholding in
accordance with Section 5 of this Agreement and fees in
connection with the exercise. To facilitate exercise, the
Company may enter into agreements for coordinated procedures with
one or more brokerage firms or financial institutions.
2. Exercise
Period.
a. General .
Subject to other provisions contained in this Agreement and in the
Plan, Stock Options granted under this Agreement will be
exercisable in installments as specified under “Exercise
Period” in the attached “Notice of
Grant”.
Stock Options awarded under this
Agreement are exercisable until the close of business on the tenth
anniversary of the Grant Date; after this date, the Stock Options
expire.
b. Death or Disability
. If the Employee dies or becomes totally and permanently
disabled (as determined under the Company’s long term
disability program), each Stock Option awarded but not yet
exercisable as of the Employee’s date of death or disability
determination will become immediately exercisable. The period
during which the Stock Option may be exercised will commence on the
day after the Employee’s date of death or disability
determination and end on the earlier of the close of business on
the date of (i) the first anniversary of the Employee’s
death or disability determination or (ii) the tenth
anniversary of the Grant Date.
c. Retirement .
Subject to Section 3, if the Employee formally retires under
the terms of the Estée Lauder Inc. Retirement Growth Account
Plan (or an affiliate or a successor plan or program of similar
purpose), each Stock Option awarded but not yet exercisable as of
the date of retirement will become immediately exercisable. Each
Stock Option awarded may thereafter be exercised until the close of
business on the date of the tenth anniversary of the Grant
Date. If the Employee dies during active employment after the
attainment of age 55 and the completion of 10 or more years of
service, or after the attainment of age 65 and the completion of 5
or more years of service, without formally retiring under the terms
of the Estée Lauder Inc. Retirement Growth Account Plan (or
an affiliate or a successor plan or program of similar purpose),
the Employee will have deemed to be retired as of the date of death
and this
Section 2(c) will apply rather than
Section 2(b). If the Employee dies or becomes disabled
after retirement as contemplated by this Section 2(c), the
provisions of this section shall apply.
d. Termination of
Employment Without Cause .
(1) Subject to Section 3,
if the Employee is terminated at the instance of the Employee
(e.g., resigns voluntarily), each Stock Option exercisable but
unexercised as of the effective date of such termination may be
exercised until the close of business on the date first to occur of
(i) ninety (90) days after the effective date of such
termination and (ii) the tenth anniversary of the Grant
Date. Each Stock Option awarded but unexercisable as of the
date of such termination will be forfeited.
(2) Subject to Section 3,
if the Employee is terminated at the instance of the Company or
relevant subsidiary without Cause (as defined below), each Stock
Option awarded but unexercisable as of the date of termination will
become immediately exercisable. Each Stock Option awarded may
be exercised until the close of business on the date first to occur
of (i) ninety (90) days after the effective date of such
termination and (ii) the tenth anniversary of the Grant
Date. For this purpose, “Cause” is defined in the
employment agreement in effect between the Employee and the Company
or any subsidiary, including an employment agreement entered into
after the Grant Date. In the absence of an employment
agreement, “Cause” means any breach by the Employee of
any of his or her material obligations under any Company policy or
procedure, including, without limitation, the Code of Corporate
Conduct and the Policy on Avoidance of Insider Trading.
3. Post-Employment
Exercises. No Stock Option represented by this Agreement
may be exercised after termination of the Employee’s
employment with the Company (or any of its subsidiaries) unless as
provided for in Section 2b, 2c or 2d hereof. The
exercise of any Stock Option after termination of the
Employee’s employment by reason of retirement in accordance
with Section 2c, or due to termination by the Employee or
termination by the Company or relevant subsidiary without Cause in
accordance with Section 2d, is subject to satisfaction of the
conditions precedent that the Employee neither (i) competes
with, takes other employment with, or renders services to a
competitor of the Company, its subsidiaries, or affiliates without
the Company’s written consent, nor (ii) conducts herself
or himself in a manner adversely affecting the Company. All
Stock Options that cannot be exercised after termination of the
Employee’s employment will be forfeited.
4. Adjustment Provisions;
Change in Control.
a. If there shall be any
change in the Class A Common Stock of the Company, through
merger, consolidation, reorganization, recapitalization, stock
dividend, stock split, reverse stock split, split up, spin-off,
combination of Shares, exchange of Shares, dividend in kind or
other like change in capital structure or distribution (other than
normal cash dividends) to stockholders of the Company, the Company
shall adjust, in a fair and equitable manner, the Plan and each
outstanding Stock Option to prevent dilution or enlargement of
Participant’s rights under the Plan. The Company will
make th