{"id":39624,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-the-estee-lauder-cos-inc-and-daniel-j.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-estee-lauder-cos-inc-and-daniel-j","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-estee-lauder-cos-inc-and-daniel-j.html","title":{"rendered":"Employment Agreement &#8211; The Estee Lauder Cos. Inc. and Daniel J. Brestle"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n                              - - - - - - - - - - \n\n              THIS AGREEMENT (\"Agreement\"), dated as of July 1, 2001, between\nTHE ESTEE LAUDER COMPANIES INC., a Delaware corporation (the \"Company\"), and\nDANIEL J. BRESTLE, a resident of Wycoff, New Jersey (the \"Executive\" or \"you\"),\n\n                              W I T N E S S E T H:\n                              - - - - - - - - - - \n\n              WHEREAS, the Company and its subsidiaries are principally engaged\nin the business of manufacturing, marketing and selling skin care, makeup,\nfragrance and hair care products and related services (the \"Business\"); and\n\n              WHEREAS, the Company desires to continue to retain the services of\nthe Executive, and to appoint him as Group President; and\n\n              WHEREAS, the Compensation Committee of the Board of Directors of\nthe Company (the \"Compensation Committee\") and the Stock Plan Subcommittee of\nthe Compensation Committee have approved the terms of this Agreement;\n\n              NOW, THEREFORE, in consideration of the foregoing and of the\nmutual covenants and obligations hereinafter set forth, the parties hereto,\nintending to be legally bound, hereby agree as follows:\n\n              1.     EMPLOYMENT TERM.\n\n              The Company hereby agrees to employ the Executive, and the\nExecutive hereby agrees to enter into employment, as Group President of the\nCompany for the period commencing on July 1, 2001 and ending June 30, 2004\nunless terminated sooner pursuant to Section 6 hereof (the \"Term of\nEmployment\"). The twelve-month period commencing on July 1, 2001 shall be the\n\"First Contract Year\" hereunder, and subsequent twelve-month periods shall be\nsubsequent Contract Years.\n\n              2.     DUTIES AND EXTENT OF SERVICES.\n\n              (a)    During the Term of Employment, the Executive shall serve as\nGroup President of the Company, and, in such capacity, he shall serve as the\nsenior-most executive responsible for one or more of the Company's brands and\/or\nbusiness units as he may be assigned from time to time. In such capacity, he\nshall render such executive, managerial, administrative and other services as\ncustomarily are associated with and incident to such positions, and as the\nCompany may, from time to time, reasonably require of him consistent with such\npositions.\n\n              (b)    The Executive shall also hold such other positions and\nexecutive offices of the Company and\/or of any of the Company's subsidiaries or\naffiliates as may from time to time\n\n                                       \n\n\n\nbe agreed by the Executive or assigned by the Chief Executive Officer of the\nCompany, the Chairman of the Board of Directors of the Company or the Board of\nDirectors of the Company, provided that each such position shall be commensurate\nwith the Executive's standing in the business community as Group President. The\nExecutive shall not be entitled to any compensation other than the compensation\nprovided for herein for serving during the Term of Employment in any other\noffice or position of the Company or any of its subsidiaries or affiliates,\nunless the Board of Directors of the Company or the appropriate committee\nthereof shall specifically approve such additional compensation.\n\n              (c)    The Executive shall be a full-time employee of the Company\nand shall exclusively devote all his business time and efforts faithfully and\ncompetently to the Company and shall diligently perform to the best of his\nability all of the duties required of him as Group President, and in the other\npositions or offices of the Company or its subsidiaries or affiliates assigned\nto him hereunder. Notwithstanding the foregoing provisions of this section, the\nExecutive may serve as a non-management director of such business corporations\n(or in a like capacity in other for-profit or not-for-profit organizations) as\nthe Board of Directors, Chairman of the Board or Chief Executive Officer of the\nCompany may approve, such approval not to be unreasonably withheld.\n\n     3. (a) BASE SALARY. As compensation for all services to be rendered\npursuant to this Agreement and as payment for the rights and interests granted\nby Executive hereunder, the Company shall pay or cause any of its subsidiaries\nto pay the Executive a base salary of $83,333.33 per month (which equates to\n$1,000,000 per annum) (the \"Base Salary\"). All amounts of Base Salary provided\nfor hereunder shall be payable in accordance with the regular payroll policies\nof the Company in effect from time to time.\n\n              (b)    INCENTIVE BONUS COMPENSATION. The Compensation Committee\nhas established for the Executive annual opportunities (I.E., the maximum bonus\nthat may be awarded in respect of each fiscal year of the Company) under the\nCompany's Executive Annual Incentive Plan or any subsequent Bonus Plan for\nexecutives that is approved by the stockholders of the Company (the \"Bonus\nPlan\") equal to $1,300,000 in respect of the First Contract Year, $1,400,000 in\nrespect of the Second Contract Year and $1,500,000 in respect of the Third\nContract Year, subject to the terms and conditions of the Bonus Plan, which are\nincorporated herein by reference.\n\n              (c)    DEFERRAL. The Executive may elect to defer payment of all\nor any part of his incentive bonus compensation payable in accordance with\nSection 3(b) hereof in respect of any Contract Year during the Term of\nEmployment, by giving to the Company written notice thereof, on or before March\n31 of such Contract Year. Additionally, in the event that in respect of any\nfiscal year of the Company any amount of Base Salary, any amount payable under\nthe Bonus Plan or any other amount payable to the Executive hereunder or\notherwise shall, either alone or in combination with other amounts payable\nhereunder or otherwise, result in the payment by the Company of any amount that\nshall not be currently deductible by it pursuant to the provisions of Section\n162(m) of the Internal Revenue Code of 1986, as amended (the \"Code\"), or like or\nsuccessor provisions (a \"Non-Deductible Amount\"), the Company may elect\n\n                                       2\n\n\n\nto defer the payment of the Non-Deductible Amount. Any amounts, so deferred,\neither by election of the Executive or by election of the Company shall be\ncredited to a bookkeeping account in the name of the Executive as of the date\nscheduled for payment hereunder. Such amounts shall be credited with interest as\nof each June 30 during the term of deferral, compounded annually, at a rate per\nannum, equal to the annual rate of interest announced by Citibank, N.A. in New\nYork, New York as its base rate in effect on such June 30, but in no event shall\nsuch rate exceed 9%. The entire amount credited to such bookkeeping account\nshall be paid to the Executive on a date to be chosen by the Company, but in no\nevent later than 90 days after the termination of the Executive's employment\nwith the Company, unless the Executive requests prior to termination of his\nemployment from the Company to continue the deferral of such payments until a\nlater date or dates and the Company agrees to such request. The Company, in its\nsole discretion, may provide an investment facility for all or a portion of such\ndeferred amounts, but shall not be required to do so.\n\n              4      (a) STOCK OPTIONS. Beginning with the First Contract Year,\nthe Compensation Committee approved the grant to the Executive of options to\npurchase 100,000 shares of the Company's Class A Common Stock under the Fiscal\n1999 Share Incentive Plan or successor plan (the \"Share Incentive Plan\") in\nrespect of each Contract Year, subject to the terms and conditions of the Share\nIncentive Plan (or applicable successor plan), which are incorporated herein by\nreference. The terms of the options shall be set forth in a separate grant\nletter approved by the Compensation Committee or the Stock Plan Subcommittee.\n\n              (b)    CERTAIN CONDITIONS. Executive acknowledges and agrees that\nany grant of Stock Options otherwise provided for in this Section 4 shall be\neffective as provided herein only to the extent permitted by the Share Incentive\nPlan, and this Agreement shall not obligate the Company to adopt any successor\nplan providing for the grant of Stock Units or Stock Options (or substantially\nsimilar benefits).\n\n              5.     BENEFITS.\n\n              (a)    STANDARD BENEFITS. During the Term of Employment, the\nExecutive shall be entitled to (i) participate in any and all benefit programs\nand arrangements now in effect and hereinafter adopted and made generally\navailable by the Company to its senior officers, including but not limited to\nthe Estee Lauder Companies 401(k) Plan (the \"401(k) Plan\"), the Estee Lauder\nInc. Retirement Growth Account Plan (the \"Qualified Plan\"), the related Estee\nLauder Inc. Benefit Restoration Plan (the \"Non-Qualified Plan\"), contributory\nand non-contributory Company welfare and benefit plans, disability plans, and\nmedical, death benefit and life insurance plans for which the Executive shall be\neligible, or may become eligible during the Term of Employment; (ii) participate\nin the Company's automobile program now in effect and hereinafter adopted and\ngenerally made available by the Company to its senior officers; and (iii) paid\nvacations during each year of the Term of Employment in accordance with the\npolicies and procedures of the Company as in effect from time to time for its\nsenior officers.\n\n                                       3\n\n\n\n              (b)    PERQUISITE REIMBURSEMENT. The Company shall reimburse the\nExecutive the actual expense incurred by him in connection with his professional\nstanding, in accordance with the guidelines set out in the Company's executive\nperquisite program. In no event shall the gross amount of such reimbursements be\ngreater than $15,000 in respect of any fiscal year during the Term of\nEmployment.\n\n              (c)    EXPENSES. The Company agrees to reimburse the Executive for\nall reasonable and necessary travel (including first class air fare), business\nentertainment and other business out-of-pocket expenses incurred or expended by\nhim in connection with the performance of his duties hereunder upon presentation\nof proper expense statements or vouchers or such other supporting information as\nthe Company may reasonably require of the Executive.\n\n              6.     TERMINATION.\n\n              (a)    PERMANENT DISABILITY. In the event of the \"permanent\ndisability\" (as hereinafter defined) of the Executive during the Term of\nEmployment, the Company shall have the right, upon written notice to the\nExecutive, to terminate the Executive's employment hereunder, effective upon the\ngiving of such notice (or such later date as shall be specified in such notice).\nIn the event of such termination, the Company shall have no further obligations\nhereunder, except that the Executive shall be entitled (i) to receive any\namounts or benefits to which the Executive may otherwise have been entitled\nprior to the effective date of termination; (ii) to be paid his Base Salary\nunder Section 3(a) hereof for a period of one (1) year from the effective date\nof termination; PROVIDED, HOWEVER, that the Company shall only be required to\npay that amount of the Executive's Base Salary which shall not be covered by\npension benefits or long-term disability payments, if any, to the Executive\nunder any Company plan or arrangement and (iii) to receive a pro-rata portion of\nthe annual bonus that the Executive would have been entitled to receive had he\nremained in employment through the end of the Contract Year during which the\ntermination due to permanent disability occurred. In addition, upon termination\nfor permanent disability, the Executive shall continue to participate in any and\nall pension, insurance and other benefit plans and programs of the Company\nduring the period the Executive is continuing to receive his Base Salary in\naccordance with this Section 6(a). Thereafter, the Executive's rights to\nparticipate in such programs and plans, or to receive similar coverage, if any,\nshall be as determined under such programs; PROVIDED, HOWEVER, that, except as\notherwise provided in this Section 6(a), the Company will have no further\nobligations under Sections 3(b) and 4 hereof. For purposes of this Section 6(a),\n\"permanent disability\" means any disability as defined under the Company's\napplicable disability insurance policy or, if no such policy is available, any\nphysical or mental disability or incapacity that renders the Executive incapable\nof performing the services required of him in accordance with his obligations\nunder Section 2 hereof for a period of six (6) consecutive months or for shorter\nperiods aggregating six (6) months during any twelve-month period.\n\n              (b)    DEATH. In the event of the death of the Executive during\nthe Term of Employment, this Agreement shall automatically terminate. In the\nevent of such termination the Company shall have no further obligations\nhereunder, except to pay the Executive's beneficiary or legal representative \n(i) for a period of one (1) year from the date of his death, the Executive's\n\n\n                                       4\n\n\n\nBase Salary as established under Section 3(a) hereof as of the date of his\ndeath; (ii) bonus compensation earned under Section 3(b) hereof that relates to\nany Contract Year ending prior to the date of his death; and (iii) any other\namounts to which the Executive otherwise would have been entitled to hereunder\nprior to the date of his death; PROVIDED, HOWEVER, that, except as otherwise\nprovided in this Section 6(b), the Company will have no further obligations\nunder Sections 3(b) and 4 hereof.\n\n              (c)    TERMINATION WITHOUT CAUSE. The Company shall have the\nright, upon sixty (60) days' prior written notice given to the Executive, to\nterminate the Executive's employment for any reason whatsoever. In the event of\nsuch termination, for a period ending on the latest to occur of (x) a date one\n(1) year from the effective date of termination, (y) June 30, 2004, or (z) the\nconclusion of a severance period consistent with Company policy (which in no\nevent will exceed two years), the Executive shall be entitled as damages to (i)\nreceive his Base Salary as established under Section 3(a) hereof; and (ii)\nparticipate in all pension, insurance and other benefit plans, programs or\narrangements, on terms identical to those applicable to full-term senior\nofficers of the Company. In addition, he shall receive a one-time payment equal\nto fifty percent (50%) of the average of actual annual bonuses paid or payable\nto the Executive during the Term of Employment in accordance with Section\n3(b)(ii) hereof, or, if such termination occurs prior to the payment of any\nbonus hereunder, the sum of $650,000. Except as otherwise provided in this\nSection 6(c), the Company will have no further obligations under Sections 3(b)\nand 4 hereof. In the event of termination pursuant to this Section 6(c), the\nExecutive shall not be required to mitigate his damages hereunder.\n\n              (d)    CAUSE. The Company shall have the right, upon written\nnotice to the Executive, to terminate the Executive's employment under this\nAgreement for \"Cause\" (as hereinafter defined), effective upon the giving of\nsuch notice (or such later date as shall be specified in such notice), and the\nCompany shall have no further obligations hereunder, except to pay the Executive\nany amounts otherwise payable pursuant to Section 3 hereof and provide the\nExecutive any benefits to which the Executive may have been otherwise entitled\nprorated to the effective date of termination. The Executive's right to\nparticipate in any of the Company's retirement, insurance and other benefit\nplans and programs shall be as determined under such programs and plans;\nPROVIDED, HOWEVER, that, except as otherwise provided in this Section 6(d), the\nCompany will have no further obligations under Sections 3(b) and 4 hereof.\n\n              For purposes of this Agreement, \"Cause\" means:\n\n                     (i)    fraud, embezzlement or gross insubordination on the\npart of the Executive or material breach by the Executive of his obligations\nunder Section 7 or 8 hereof;\n\n                     (ii)   conviction of, or the entry of a plea of NOLO\nCONTENDERE by the Executive for, any felony;\n\n                     (iii)  a material breach of, or the willful failure or\nrefusal by the Executive to perform and discharge, his duties, responsibilities\nor obligations under this Agreement (other than under Sections 7 and 8 hereof,\nwhich shall be governed by clause (i)\n\n                                       5\n\n\n\nabove, and other than by reason of disability or death) that is not corrected\nwithin thirty (30) days following written notice thereof to the Executive by the\nCompany, such notice to state with specificity the nature of the breach, failure\nor refusal; PROVIDED that if such breach, failure or refusal is capable of\ncorrection but cannot reasonably be corrected within thirty (30) days of written\nnotice thereof, correction shall be commenced by the Executive within such\nperiod and may be completed within a reasonable period thereafter; or\n\n                     (iv)   any act of moral turpitude or willful misconduct by\nthe Executive which (A) is intended to result in substantial personal enrichment\nof the Executive at the expense of the Company or any of its subsidiaries or\naffiliates or (B) has a material adverse impact on the business or reputation of\nthe Company or any of its subsidiaries or affiliates (such determination to be\nmade by the Company's Board of Directors in its reasonable judgment).\n\n              (d)    TERMINATION BY EXECUTIVE. The Executive shall have the\nright, exercisable at any time during the Term of Employment, to terminate his\nemployment for any reason whatsoever, upon six (6) months' prior written notice\nto the Company. Upon such termination, the Company shall have no further\nobligations hereunder other than to pay the executive his accrued benefits\nthrough the date of such termination.\n\n              (e)    NON-RENEWAL. In the event the Company does not offer the\nExecutive the renewal of the Term of Employment on the basis of terms no less\nfavorable than those pending at the time of the conclusion of the Term, the\nExecutive shall be entitled to a severance arrangement providing Base Salary and\ncontribution of certain benefits for a period consistent with Company policy at\nthat time (which in no event will exceed two years).\n\n              (f)    EFFECT OF TERMINATION. Upon the termination of the\nExecutive's employment hereunder for any reason, the Company shall have no\nfurther obligations hereunder, except as otherwise provided herein. The\nExecutive, however, shall continue to have the obligations provided for in\nSections 7 and 8 hereof. Furthermore, upon such termination, the Executive shall\nbe deemed to have resigned immediately from all offices and directorships held\nby him in the Company or any of its subsidiaries.\n\n              7.     CONFIDENTIALITY; OWNERSHIP.\n\n              (a)    The Executive agrees that he shall forever keep secret and\nretain in strictest confidence and not divulge, disclose, discuss, copy or\notherwise use or suffer to be used in any manner, except in connection with the\nBusiness of the Company, its subsidiaries or affiliates and any other business\nor proposed business of the Company or any of its subsidiaries or affiliates,\nany \"Protected Information\" in any \"Unauthorized\" manner or for any\n\"Unauthorized\" purpose (as such terms are hereinafter defined).\n\n                     (i)    \"Protected Information\" means trade secrets,\nconfidential or proprietary information and all other knowledge, know-how,\ninformation, documents or materials owned, developed or possessed by the Company\nor any of its subsidiaries or affiliates, whether in tangible or intangible\nform, pertaining to the Business or any other business or\n\n\n                                       6\n\n\n\nproposed business of the Company or any of its subsidiaries or affiliates,\nincluding, but not limited to, research and development, operations, systems,\ndata bases, computer programs and software, designs, models, operating\nprocedures, knowledge of the organization, products (including prices, costs,\nsales or content), processes, formulas, techniques, machinery, contracts,\nfinancial information or measures, business methods, business plans, details of\nconsultant contracts, new personnel hiring plans, business acquisition plans,\ncustomer lists, business relationships and other information owned, developed or\npossessed by the Company or its subsidiaries or affiliates; PROVIDED that\nProtected Information shall not include information that becomes generally known\nto the public or the trade without violation of this Section 7.\n\n                     (ii)   \"Unauthorized\" means: (A) in contravention of the\npolicies or procedures of the Company or any of its subsidiaries or affiliates;\n(B) otherwise inconsistent with the measures taken by the Company or any of its\nsubsidiaries or affiliates to protect their interests in any Protected\nInformation; (C) in contravention of any lawful instruction or directive, either\nwritten or oral, of an employee of the Company or any of its subsidiaries or\naffiliates empowered to issue such instruction or directive; or (D) in\ncontravention of any duty existing under law or contract. Notwithstanding\nanything to the contrary contained in this Section 7, the Executive may disclose\nany Protected Information to the extent required by court order or decree or by\nthe rules and regulations of a governmental agency or as otherwise required by\nlaw or to his legal counsel and, in connection with a determination under\nSection 6(h), to accounting experts; PROVIDED that the Executive shall provide\nthe Company with prompt notice of such required disclosure in advance thereof so\nthat the Company may seek an appropriate protective order in respect of such\nrequired disclosure.\n\n              (b)    The Executive acknowledges that all developments,\nincluding, without limitation, inventions (patentable or otherwise),\ndiscoveries, formulas, improvements, patents, trade secrets, designs, reports,\ncomputer software, flow charts and diagrams, procedures, data, documentation,\nideas and writings and applications thereof relating to the Business or any\nbusiness or planned business of the Company or any of its subsidiaries or\naffiliates that, alone or jointly with others, the Executive may conceive,\ncreate, make, develop, reduce to practice or acquire during the Term of\nEmployment (collectively, the \"Developments\") are works made for hire and shall\nremain the sole and exclusive property of the Company. The Executive hereby\nassigns to the Company, in consideration of the payments set forth in Section\n3(a) hereof, all of his right, title and interest in and to all such\nDevelopments. The Executive shall promptly and fully disclose all future\nmaterial Developments to the Board of Directors of the Company and, at any time\nupon request and at the expense of the Company, shall execute, acknowledge and\ndeliver to the Company all instruments that the Company shall prepare, give\nevidence and take all other actions that are necessary or desirable in the\nreasonable opinion of the Company to enable the Company to file and prosecute\napplications for and to acquire, maintain and enforce all letters patent and\ntrademark registrations or copyrights covering the Developments in all countries\nin which the same are deemed necessary by the Company. All memoranda, notes,\nlists, drawings, records, files, computer tapes, programs, software, source and\nprogramming narratives and other documentation (and all copies thereof) made or\ncompiled by the Executive or made available to the Executive concerning the\nDevelopments or otherwise concerning the Business or planned business of the\nCompany or any of its subsidiaries or affiliates shall be the property of\n\n                                       7\n\n\n\nthe Company or such subsidiaries or affiliates and shall be delivered to the\nCompany or such subsidiaries or affiliates promptly upon the expiration or\ntermination of the Term of Employment.\n\n              (c)    The provisions of this Section 7 shall, without any\nlimitation as to time, survive the expiration or termination of the Executive's\nemployment hereunder, irrespective of the reason for any termination.\n\n              8.     COVENANT NOT TO COMPETE. Subject to the last sentence of\nthis Section 8, the Executive agrees that during the Term of Employment and for\na period of two (2) years commencing upon the expiration or termination of the\nExecutive's employment hereunder (the \"Non-Compete Period\"), the Executive shall\nnot, directly or indirectly, without the prior written consent of the Company:\n\n              (a)    solicit, entice, persuade or induce any employee,\nconsultant, agent or independent contractor of the Company or of any of its\nsubsidiaries or affiliates to terminate his, her or its employment with the\nCompany or such subsidiary or affiliate, to become employed by any person, firm\nor corporation other than the Company or such subsidiary or affiliate or\napproach any such employee, consultant, agent or independent contractor for any\nof the foregoing purposes, or authorize or assist in the taking of any such\nactions by any third party (for purposes of this Section 8 (a), the terms\n\"employee,\" \"consultant,\" \"agent\" and \"independent contractor\" shall include any\npersons with such status at any time during the six (6) months preceding any\nsolicitation in question); or\n\n              (b)    directly or indirectly engage, participate, or make any\nfinancial investment in, or become employed by or render consulting, advisory or\nother services to or for any person, firm, corporation or other business\nenterprise, wherever located, which is engaged, directly or indirectly, in\ncompetition with the Business or any business of the Company or any of its\nsubsidiaries or affiliates as conducted or any business proposed to be conducted\nat the time of the expiration or termination of the Executive's employment\nhereunder; PROVIDED, however, that nothing in this Section 8(b) shall be\nconstrued to preclude the Executive from making any investments in the\nsecurities of any business enterprise whether or not engaged in competition with\nthe Company or any of its subsidiaries or affiliates, to the extent that such\nsecurities are actively traded on a national securities exchange or in the\nover-the-counter market in the United States or on any foreign securities\nexchange and represent, at the time of acquisition, not more than 3% of the\naggregate voting power of such business enterprise.\n\n              Notwithstanding the foregoing, the Executive shall not be subject\nto the terms and provisions of paragraph (b) of this Section 8 if the Term of\nEmployment is terminated pursuant to Section 6(c) or 6(f) hereof.\n\n              9.     SPECIFIC PERFORMANCE. The Executive acknowledges that the\nservices to be rendered by the Executive are of a special, unique and\nextraordinary character and, in connection with such services, the Executive\nwill have access to confidential information vital to the Company's Business and\nthe other current or planned businesses of it and its subsidiaries and\n\n                                       8\n\n\n\naffiliates. By reason of this, the Executive consents and agrees that if the\nExecutive violates any of the provisions of Sections 7 or 8 hereof, the Company\nand its subsidiaries and affiliates would sustain irreparable injury and that\nmonetary damages would not provide adequate remedy to the Company and that the\nCompany shall be entitled to have Section 7 or 8 hereof specifically enforced by\nany court having equity jurisdiction. Nothing contained herein shall be\nconstrued as prohibiting the Company or any of its subsidiaries or affiliates\nfrom pursuing any other remedies available to it or them for such breach or\nthreatened breach, including the recovery of damages from the Executive.\n\n              10.    DEDUCTIONS AND WITHHOLDING. The Executive agrees that the\nCompany or its subsidiaries or affiliates, as applicable, shall withhold from\nany and all compensation paid to and required to be paid to the Executive\npursuant to this Agreement, all Federal, state, local and\/or other taxes which\nthe Company determines are required to be withheld in accordance with applicable\nstatutes or regulations from time to time in effect and all amounts required to\nbe deducted in respect of the Executive's coverage under applicable employee\nbenefit plans. For purposes of this Agreement and calculations hereunder, all\nsuch deductions and withholdings shall be deemed to have been paid to and\nreceived by the Executive.\n\n              11.    ENTIRE AGREEMENT. Except for the Fiscal 1999 Share\nIncentive Plan, the Executive's outstanding stock option agreements, the\nExecutive Annual Incentive Plan, the Thrift Plan, [the split-dollar life\ninsurance arrangement between the Company and the Executive], the Qualified Plan\nand the Non-Qualified Plan and applicable successor plans or agreements, this\nAgreement embodies the entire agreement of the parties with respect to the\nExecutive's employment, compensation, perquisites and related items and\nsupersedes any other prior oral or written agreements, arrangements or\nunderstandings between the Executive and the Company or any of its subsidiaries\nor affiliates, and any such prior agreements, arrangements or understandings are\nhereby terminated and of no further effect. This Agreement may not be changed or\nterminated orally but only by an agreement in writing signed by the parties\nhereto.\n\n              12.    WAIVER. The waiver by the Company of a breach of any\nprovision of this Agreement by the Executive shall not operate or be construed\nas a waiver of any subsequent breach by him. The waiver by the Executive of a\nbreach of any provision of this Agreement by the Company shall not operate or be\nconstrued as a waiver of any subsequent breach by the Company.\n\n              13.    GOVERNING LAW; JURISDICTION.\n\n              (a)    This Agreement shall be subject to, and governed by, the\nlaws of the State of New York applicable to contracts made and to be performed\ntherein.\n\n              (b)    Any action to enforce any of the provisions of this\nAgreement shall be brought in a court of the State of New York located in the\nBorough of Manhattan of the City of New York or in a Federal court located\nwithin the Southern District of New York. The parties consent to the\njurisdiction of such courts and to the service of process in any manner provided\nby New York law. Each party irrevocably waives any objection which it may now or\nhereafter have\n\n                                       9\n\n\n\nto the laying of the venue of any such suit, action or proceeding brought in\nsuch court and any claim that such suit, action or proceeding brought in such\ncourt has been brought in an inconvenient forum and agrees that service of\nprocess in accordance with the foregoing sentences shall be deemed in every\nrespect effective and valid personal service of process upon such party.\n\n              14.    ASSIGNABILITY. The obligations of the Executive may not be\ndelegated and, except with respect to the designation of beneficiaries in\nconnection with any of the benefits payable to the Executive hereunder, the\nExecutive may not, without the Company's written consent thereto, assign,\ntransfer, convey, pledge, encumber, hypothecate or otherwise dispose of this\nAgreement or any interest herein. Any such attempted delegation or disposition\nshall be null and void and without effect. The Company and the Executive agree\nthat this Agreement and all of the Company's rights and obligations hereunder\nmay be assigned or transferred by the Company to and shall be assumed by and be\nbinding upon any successor to the Company. The Company shall require any\nsuccessor by an agreement in form and substance satisfactory to the Executive,\nexpressly to assume and agree to perform this Agreement in the same manner and\nto the same extent as the Company would be required to perform if no such\nsuccession had taken place. The term \"successor\" means, with respect to the\nCompany or any of its subsidiaries, any corporation or other business entity\nwhich, by merger, consolidation, purchase of the assets or otherwise acquires\nall or a majority of the operating assets or business of the Company.\n\n              15.    SEVERABILITY. If any provision of this Agreement or any\npart thereof, including, without limitation, Sections 7 and 8 hereof, as applied\nto either party or to any circumstances shall be adjudged by a court of\ncompetent jurisdiction to be void or unenforceable, the same shall in no way\naffect any other provision of this Agreement or remaining part thereof, or the\nvalidity or enforceability of this Agreement, which shall be given full effect\nwithout regard to the invalid or unenforceable part thereof.\n\n              If any court construes any of the provisions of Section 7 or 8\nhereof, or any part thereof, to be unreasonable because of the duration of such\nprovision or the geographic scope thereof, such court may reduce the duration or\nrestrict or redefine the geographic scope of such provision and enforce such\nprovision as so reduced, restricted or redefined.\n\n              16.    NOTICES. All notices to the Company or the Executive\npermitted or required hereunder shall be in writing and shall be delivered\npersonally, by telecopier or by courier service providing for next-day delivery\nor sent by registered or certified mail, return receipt requested, to the\nfollowing addresses:\n\n              The Company:\n\n              The Estee Lauder Companies Inc.\n              767 Fifth Avenue\n              New York, New York 10153\n              Attn: General Counsel\n              Tel:  (212) 572-3980\n              Fax:  (212) 572-3989\n\n                                       10\n\n\n\n              The Executive:\n\n              Daniel J. Brestle\n              [Address]\n\nEither party may change the address to which notices shall be sent by sending\nwritten notice of such change of address to the other party. Any such notice\nshall be deemed given, if delivered personally, upon receipt; if telecopied,\nwhen telecopied; if sent by courier service providing for next-day delivery, the\nnext business day following deposit with such courier service; and if sent by\ncertified or registered mail, three days after deposit (postage prepaid) with\nthe U.S. mail service.\n\n              17.    NO CONFLICTS. The Executive hereby represents and warrants\nto the Company that his execution, delivery and performance of this Agreement\nand any other agreement to be delivered pursuant to this Agreement will not (i)\nrequire the consent, approval or action of any other person or (ii) violate,\nconflict with or result in the breach of any of the terms of, or constitute (or\nwith notice or lapse of time or both, constitute) a default under, any\nagreement, arrangement or understanding with respect to the Executive's\nemployment to which the Executive is a party or by which the Executive is bound\nor subject. The Executive hereby agrees to indemnify and hold harmless the\nCompany and its directors, officers, employees, agents, representatives and\naffiliates (and such affiliates' directors, officers, employees, agents and\nrepresentatives) from and against any and all losses, liabilities or claims\n(including interest, penalties and reasonable attorneys' fees, disbursements and\nrelated charges) based upon or arising out of the Executive's breach of any of\nthe foregoing representations and warranties.\n\n              18.    PARAGRAPH HEADINGS. The paragraph headings contained in\nthis Agreement are for reference purposes only and shall not affect in any way\nthe meaning or interpretation of this Agreement.\n\n              19.    COUNTERPARTS. This Agreement may be executed in one or more\ncounterparts, each of which shall be deemed to be an original, but all of which\ntaken together shall constitute one and the same instrument.\n\n              IN WITNESS WHEREOF, the parties hereto have duly executed this\nAgreement as of the date first written above. \n\n                                  THE ESTEE LAUDER COMPANIES INC.\n\n                                  By: \/s\/ Andrew J. Cavanaugh\n                                      ------------------------------------------\n                                  Name:  Andrew J. Cavanaugh\n                                  Title: Senior Vice President - Global\n                                         Human Resources\n\n                                  \/s\/ Daniel J. Brestle\n                                  ----------------------------------------------\n                                  Daniel J. Brestle\n\n                                       11\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7474],"corporate_contracts_industries":[9395],"corporate_contracts_types":[9539,9544],"class_list":["post-39624","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-estee-lauder-cos-inc","corporate_contracts_industries-consumer__cleaning","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39624","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39624"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39624"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39624"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39624"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}