{"id":39627,"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-leonard-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-estee-lauder-cos-inc-and-leonard-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-estee-lauder-cos-inc-and-leonard-a.html","title":{"rendered":"Employment Agreement &#8211; The Estee Lauder Cos. Inc. and Leonard A. Lauder"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n                    THIS AGREEMENT (\"Agreement\"), dated as of July 1, 2000,\nbetween THE ESTEE LAUDER COMPANIES INC., a Delaware corporation (the \"Company\"),\nand LEONARD A. LAUDER, a resident of New York, New York (the \"Executive\").\n\n                               W I T N E S S E T H\n\n                  WHEREAS, the Company and its subsidiaries are principally\nengaged in the business of manufacturing, marketing and selling prestige skin\ncare, makeup, hair care and fragrance products and related services (the\n\"Business\"); and\n\n                  WHEREAS, the Company desires to continue to retain the\nservices of the Executive in the capacities of Director and Chairman of the\nBoard of Directors, and the Executive desires to provide such services in such\ncapacities to the Company, upon the terms and subject to the conditions\nhereinafter set forth; and\n\n                  WHEREAS, the Compensation Committee of the Board of Directors\nof the Company (the Compensation Committee\") has approved the terms of this\nAgreement;\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\n1. Employment Term.\n\n The Company hereby agrees to employ the Executive as a senior executive, and\n the Executive hereby agrees to enter into such employment as a senior executive\n of the Company, and the Company shall use its best efforts and powers to\n sustain and continue the Executive's election as a Director and Chairman of the\n Board of Directors of the Company, for the period commencing on July 1, 2000\n and ending when terminated pursuant to Section 5 hereof (the \"Term of\n Employment\"). The twelve-month period commencing July 1, 2000 shall be the\n \"First Contract Year\" hereunder, and subsequent twelve-month periods shall be\n subsequent Contract Years.\n\n2. Duties and Extent of Services.\n\n(a) During the Term of Employment, the Executive shall serve as a senior\nexecutive of the Corporation and, if elected, as a Director and the Chairman of\nthe Board of Directors and, in such capacities, shall render such, executive,\nmanagerial, administrative and other services as customarily are associated with\nand incident to such positions, and as the Company may, from time to time,\nreasonably require of him consistent with such positions. The Executive shall be\nobligated to report only to the Board of Directors in connection with the\nperformance of his duties and responsibilities hereunder.\n\n\n\n\n\n(b) The Executive shall serve as a Director of the Company if elected to such\nposition in accordance with law and hold such other positions and executive\noffices of the Company and\/or of any of the Company's subsidiaries or affiliates\nas may from time to time be authorized by the Board of Directors of the Company,\nprovided that each such position shall be commensurate with the Executive's\nstanding in the business community as Chairman of the Board of Directors of the\nCompany. The Executive shall not be entitled to any compensation other than the\ncompensation provided for herein for serving during the Term of Employment as a\nDirector of the Company or in any other office or position of the Company, or\nany of its subsidiaries or affiliates, unless the Board of Directors of the\nCompany shall have specifically approved such additional compensation.\n\n(c) The Executive shall be an employee of the company and diligently perform to\nthe best of his ability all of the duties required of him as Chairman of the\nBoard of Directors, and in the other positions or offices of the Company or its\nsubsidiaries or affiliates required of him hereunder. Notwithstanding the\nforegoing provisions of this section, the Executive may participate in\ncharitable, civic, political, social, trade, or other non-profit organizations\nto the extent such participation does not materially interfere with the\nperformance of his duties hereunder, and may serve as a non-management director\nof business corporations (or in a like capacity in other for-profit\norganizations) so long as it does not materially interfere with the Executive's\nobligations hereunder.\n\n(d) In connection with his employment hereunder, the Executive shall continue to\nbe accorded such benefits and secretarial administrative support as heretofore\nhave been and currently are being accorded to the Executive, including, but not\nlimited to, the use at all times of office space and the furnishings currently\ncontained therein. Upon his retirement, the Executive shall be entitled for the\nremainder of his life to continue to use his then existing office space and\nconference rooms as well as to have continued secretarial administrative\nsupport. If the Company's executive offices should relocate to new corporate\nheadquarters, the Executive shall be entitled to receive comparable support\nservices and office facilities, in terms of size and location, to those he then\npossesses.\n\n3.  Compensation.\n\n(a) Base Salary. As compensation for all services to be rendered pursuant to\nthis Agreement and as payment for the rights and interests granted by the\nExecutive hereunder, the Company shall pay or cause any of its subsidiaries to\npay the Executive a base salary (the \"Base Salary\") of $ 1,800,000 which shall\nbe payable in accordance with the regular payroll policies of the Company in\neffect from time to time.\n\n(b) Incentive Bonus Compensation. During the Term of Employment, the Executive\nshall participate in the Company's Annual Incentive Plan (the \"Bonus Plan\") or\nin any successor incentive bonus plans or programs hereinafter adopted which\nprovide for the payment of incentive compensation to the Company's senior\nofficers. Any awards thereunder shall be at the discretion of the Compensation\nCommittee.\n\n\n                                       2\n\n\n\n(c) Share Incentive Plan. The Executive shall be entitled to participate in the\nCompany's Fiscal 1999 Share Incentive Plan and any successor plan in which\nsenior executive officers of the Company are eligible to participate (the \"Share\nIncentive Plan\"); provided that any such participation shall be at the\ndiscretion of the Compensation Committee.\n\n(d) Deferral. The Executive may elect to defer payment of all or any part of the\nincentive bonus compensation amount payable in accordance with Section 3(b)\nhereof with respect to any Contract Year during the Term of Employment, by\ngiving the Company written notice thereof not later than March 31 of such\nContract Year. Additionally, in the event that in respect of any fiscal year of\nthe Company any amount of Base Salary, any amount of incentive bonus\ncompensation or any other amount payable to the Executive hereunder or otherwise\nshall, either alone or in combination with other amounts payable hereunder or\notherwise, result in a payment by the Company that shall not be currently\ndeductible by it pursuant to the provisions of Section 162 (m) of the Internal\nRevenue Code, as amended (the \"Code\"), or like or successor provisions (a\n\"Non-Deductible Amount\"), the Company may elect to defer the payment of the\nNon-Deductible Amount. Any amounts, so deferred, either by election of the\nExecutive or by election of the Company, shall be credited to a bookkeeping\naccount in the name of the Executive as of the date scheduled for payment\nhereunder. Such amounts shall be credited with interest as of each June 30\nduring the term of deferral, compounded annually, at a rate per annum equal to\nthe annual rate of interest announced by Citibank, N.A. in New York, New York as\nits base rate in effect on such June 30, but in no event shall such rate exceed\n9% (the \"Base Rate\"). 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 January 1 following the termination of the Executive from\nemployment with the Company.\n\n(e) Prior Deferred Arrangement. In connection with the Executive's prior\nemployment agreement, dated as of July 1, 1995 (the \"Prior Agreement\"):\n\n    (i)    amounts that accrued under the agreement, dated as of July 1, 1971,\n           between the Executive and Estee Lauder Inc. (\"ELI\"), amended as of\n           December 23, 1993 (the \"Deferred Compensation Agreement\"), were fixed\n           at $9,201,200 (the \"Balance\");\n\n    (ii)   the Executive relinquished any and all of his rights under the\n           Deferred Compensation Agreement; and \n\n    (iii)  the Company agreed to cause ELI to pay to the Executive in the form\n           of a 10-year certain annuity the Balance increased from July 1, 1995\n           by a rate per annum equal to the Base Rate compounded annually (the\n           \"Payout\").\n\nThe Company hereby reconfirms the obligation of ELI in respect of the annuity as\nfollows:\n\n    (A)    to continue to increase the Balance ($13,707,713 at July 1, 2000) by\n           a rate per annum equal to the Base Rate compounded annually; and\n\n\n                                       3\n\n\n\n    (B)    to begin to make the annuity payments related to the Payout on the\n           earliest to occur of the Executive's retirement, death and March 19,\n           2003 and monthly thereafter.\n\nIn connection with the Payout, (x) the annuity payments shall be made to the\nExecutive, and if he is not living, then to his wife, Evelyn Lauder, and if she\nis not living, to the Executive's estate and (y) ELI shall be entitled to apply\nany amounts then due and owing to the Executive (or the Executive's wife or\nestate, as the case may be) under Section 3(e) hereof to the repayment of any\ndebts the Executive has to the Company or ELI; provided, however, that such\namounts shall be so applied only to the extent of such amounts then due and\nowing to the Executive in accordance with Section 3(e) hereof.\n\n4. Benefits.\n\n(a) Standard Benefits. During the Term of Employment the Executive shall be\nentitled to (i) participate in any and all benefit programs and arrangements now\nin effect and hereinafter adopted and made generally available by the Company to\nits senior officers, including but not limited to The Estee Lauder Inc Incentive\nThrift Plan (the \"Thrift Plan\"), the Estee Lauder Retirement Growth Account Plan\n(the \"Qualified Plan\"), the related Estee Lauder Inc. Benefit Restoration Plan\n(the \"Non-Qualified Plan\"), contributory and noncontributory Company welfare and\nbenefit plans, disability plans, and medical, death benefit and life insurance\nplans for which the Executive shall be eligible, or may become eligible during\nthe Term of Employment; (ii) participate in the Company's automobile program now\nin effect and hereinafter adopted and generally made available by the Company to\nits executive officers; and (iii) paid vacation during each year of the Term of\nEmployment in accordance with the policies and procedures of the Company as in\neffect from time to time for its senior officers. Reference to the Company's\nbenefit programs and arrangements or plans shall include applicable programs,\narrangements or plans of the Company or its subsidiaries.\n\n(b) Expenses. The Company agrees to reimburse the Executive for all reasonable\nand necessary travel (including first class air fare), business entertainment\nand other business out-of-pocket expenses incurred or expended by him in\nconnection with the performance of his duties hereunder upon presentation of\nproper expense statements or vouchers or such other supporting information as\nthe Company may reasonably require of the Executive.\n\n5. Termination.\n\n(a) Permanent Disability. In the event of the \"permanent disability\" (as\nhereinafter defined) of the Executive during the Term of Employment, the Company\nshall have the right, upon written notice to the Executive, to terminate the\nExecutive's employment hereunder, effective upon the giving of such notice (or\nsuch later date as shall be specified in such notice). In the event of such\ntermination, the Company shall have no further obligations hereunder, except\nthat the Executive shall be entitled (i) to receive any amounts or benefits to\nwhich the Executive may otherwise have been entitled to \n\n\n                                       4\n\n\n\nhereunder prior to the effective date of termination; (ii) to be paid his Base\nSalary under Section 3(a) hereof for a period of two (2) years from the\neffective date of termination; provided, however, that the Company shall only be\nrequired to pay that amount of the Executive's Base Salary which shall exceed\npayments, if any, to the Executive under pension or long-term disability plans\nof the Company; and (iii) to receive bonus compensation for the period during\nwhich Base Salary shall continue to be paid at an annual rate equal to the\naverage of actual bonuses paid or payable to Executive during the Term of\nEmployment in accordance with Section 3(b) hereof, or, if no such bonus has been\npaid or is payable as of the date of such termination, at an annual rate equal\nto his Base Salary under Section 3(a) hereof (the \"Calculated Bonus Rate\"). In\naddition, upon termination for permanent disability, the Executive shall\ncontinue to participate in any and all pension, insurance and other benefit\nplans and programs of the Company during the period the Executive is continuing\nto receive his Base Salary. Thereafter, the Executive's rights to participate in\nsuch programs and plans, or to receive similar coverage, if any, shall be as\ndetermined under such programs. For purposes of this paragraph, \"permanent\ndisability\" means any disability as defined under the Company's applicable\ndisability insurance policy or, if no such policy is available, any physical or\nmental disability or incapacity that renders the Executive incapable of\nperforming the services required of him in accordance with his obligations under\nSection 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 the Term of\nEmployment, the Company shall have no further obligations hereunder, except to\npay, for a period of one (1) year from the date on which the death occurs, the\nExecutive's beneficiary or legal representative (i) the Executive's Base Salary\nunder Section 3(a) hereof; (ii) bonus compensation at the Calculated Bonus Rate;\nand (iii) any other amounts to which the Executive otherwise would have been\nentitled hereunder prior to the date of his death or which become payable by\nreason of his death. Any payments to be made pursuant to the Payout referred to\nin Section 3(e) shall be made in accordance with that Section.\n\n(c) Cause. The Company shall have the right, upon written notice to the\nExecutive, to terminate the Executive's employment under this Agreement for\n\"Cause\" (as hereinafter defined), effective upon the giving of such notice (or\nsuch later date as shall be specified in such notice), and the Company shall\nhave no further obligations hereunder, except to pay the Executive any amounts\notherwise payable pursuant to Section 3 hereof and provide the Executive any\nbenefits to which the Executive may otherwise have been entitled, in each case,\nprior to the effective date of termination. The Executive's right to participate\nin any of the Company's retirement, insurance and other benefit plans and\nprograms shall be as determined under such programs and plans.\n\nFor purposes of this Agreement, \"Cause\" means:\n\n(i) fraud, embezzlement or gross insubordination on the part of the Executive or\nmaterial breach by the Executive of his obligations under Section 6 or 7 hereof;\n\n\n                                       5\n\n\n\n(ii) conviction of or the entry of a plea of nolo contendere by the Executive\nfor any felony;\n\n(iii) a material breach of, or the willful failure or refusal by the Executive\nto perform and discharge, his duties, responsibilities or obligations under this\nAgreement (other than under Sections 6 and 7 hereof, which shall be governed by\nclause (i) above, and other than by reason of disability or death) that is not\ncorrected within thirty (30) days following written notice thereof to the\nExecutive by the Company, such notice to state with specificity the nature of\nthe breach, failure or refusal; provided that if such breach, failure or refusal\ncannot reasonably be corrected within thirty (30) days of written notice\nthereof, correction shall be commenced by the Executive within such period and\nmay be corrected within a reasonable period thereafter; or\n\n(iv) any act of moral turpitude or willful misconduct by the Executive which (A)\nis intended to result in substantial personal enrichment of the Executive at the\nexpense of the Company or any of its subsidiaries or affiliates or (B) has a\nmaterial adverse impact on the business or reputation of the Company, or any of\nits subsidiaries or affiliates (such determination to be made by the Company's\nBoard of Directors in its reasonable judgment).\n\n(d) Termination Without Cause. The Company shall have the right, upon sixty (60)\ndays' written notice given to the Executive, to terminate Executive's employment\nfor any reason whatsoever. In the event of such termination, for a period of\nthree (3) years from the effective date of termination, the Executive shall be\nentitled as damages to (i) receive his Base Salary as established under Section\n3(a) hereof; (ii) receive bonus compensation at the Calculated Bonus Rate; and\n(iii) participate in all pension, insurance and other benefit plan programs or\narrangements on terms identical to those applicable to other senior officers of\nthe Company. In the event of termination pursuant to this Section 5(d), the\nExecutive shall have no obligation to mitigate his damages.\n\n(e) Termination by Executive. The Executive shall have the right, exercisable at\nany time, to terminate his employment for any reason whatsoever, upon six (6)\nmonths written notice to the Company. In the event of such termination, for a\nperiod of six (6) months from the effective date of such termination, the\nExecutive shall be entitled to receive his (i) Base Salary as established under\nSection 3(a) hereof; and (ii) bonus compensation at the Calculated Bonus Rate.\n\n(f) Change of Control.\n\n    (i)    Definitions. For purposes of this Agreement,\n\n           (A)   a \"Change of Control\" shall be deemed to have occurred upon any\nof the following events:\n\n                 (1) a change in control of the direction and administration of\nthe Company's business of a nature that would be required to be reported in\nresponse to \n\n\n                                       6\n\n\n\nItem 6(e) of Schedule 14A of Regulation 14(A) promulgated under the Securities\nExchange Act of 1934, as amended; or\n\n                 (2) during any period of two (2) consecutive years, the\nindividuals who at the beginning of such period constitute the Company's Board\nof Directors or any individuals who would be \"Continuing Directors\" (as defined\nbelow) cease for any reason to constitute a majority thereof; or\n\n                 (3) the Company's Class A Common Stock shall cease to be\npublicly traded; or\n\n                 (4) the Company's Board of Directors shall approve a sale of\nall or substantially all of the assets of the Company, and such transaction\nshall have been consummated; or\n\n                 (5) the Company's Board of Directors shall approve any merger,\nconsolidation, or like business combination or reorganization of the Company,\nthe consummation of which would result in the occurrence of any event described\nin Section 5(f)(i)(A)(2) or (3) above, and such transaction shall have been\nconsummated.\n\n           Notwithstanding the foregoing, (X) changes in the relative beneficial\nownership among members of the Lauder family and family-controlled entities\nshall not, without other changes that would constitute a Change in Control,\nconstitute a Change of Control of the Company, (Y) any spin-off of a division or\nsubsidiary of the Company to its stockholders shall not constitute a Change of\nControl of the Company.\n\n           (B)   \"Continuing Directors\" shall mean (1) the directors in office\non January 1, 2000 and (2) any successor to such directors and any additional\ndirector who after January 1, 2000 was nominated or elected by a majority of the\nContinuing Directors in office at the time of his or her nomination or election.\n\n           (C)   \"Good Reason\" means the occurrence of any of the following,\nwithout the express written consent of the Executive, after the occurrence of a\nChange in Control:\n\n                 (1) (a) the assignment to the Executive of any duties\ninconsistent in any material adverse effect with the Executive's position,\nauthority or responsibilities as contemplated by Section 2 hereof, or (b) any\nother material adverse change in such position, including title, authority or\nresponsibilities;\n\n                 (2) any failure by the Company to comply with any provisions of\nSections 3 or 4 hereof, other than an insubstantial or inadvertent failure\nremedied by the Company promptly after receipt of notice thereof given by the\nExecutive;\n\n                 (3) the Company's requiring the Executive to be based at any\noffice or location more than 50 miles from that location at which he performed\nhis \n\n\n                                       7\n\n\n\nservices specified under the provisions of Section 2 immediately prior to the\nChange in Control, except for travel reasonably required in the performance of\nthe Executive's responsibilities; or\n\n                 (4) any failure by the Company to obtain the assumption and\nagreement to perform this Agreement by a successor as contemplated by Section\n13.\n\n           (ii)  Termination for Good Reason. Following the occurrence of a\nChange of Control, the Executive may terminate his employment for Good Reason.\nSuch termination shall be deemed to be a termination without cause and shall be\ncontrolled by the provisions of Section 5(c) hereof.\n\n(g) Certain Payments by the Company.\n\n    (i)    In the event that any amount or benefit paid or distributed to the\nExecutive pursuant to this Agreement, taken together with any amounts or\nbenefits otherwise paid or distributed to the Executive by the Company or any\naffiliated company (collectively, the \"Covered Payments\"), are or become subject\nto the tax (the \"Excise Tax\") imposed under Section 4999 of the Code, or any\nsimilar tax that may hereafter be imposed, the Company shall pay to the\nExecutive at the time specified in Section 5(g)(v) below an additional amount\n(the \"Tax Reimbursement Payment\") such that the net amount retained by the\nExecutive with respect to such Covered Payments, after deduction of any Excise\nTax on the Covered Payments and any Federal, state and local income or\nemployment tax and Excise Tax on the Tax Reimbursement Payment provided for by\nthis Section 5(g), but before deduction for any Federal, state or local income\nor employment tax withholding on such Covered Payments, shall be equal to the\namount of the Covered Payments.\n\n    (ii)   For purposes of determining whether any of the Covered Payments will\nbe subject to the Excise Tax and the amount of such Excise Tax,\n\n           (A)   such Covered Payments will be treated as \"parachute payments\"\nwithin the meaning of Section 280G of the Code, and all \"parachute payments\" in\nexcess of the \"base amount\" (as defined under Section 28OG(b) (3) of the Code)\nshall be treated as subject to the Excise Tax, unless, and except to the extent\nthat, in the good faith judgment of the Company's independent certified public\naccountants appointed prior to the date of the Change in Control or tax counsel\nselected by such Accountants (the \"Accountants\"), the Company has a reasonable\nbasis to conclude that such Covered Payments (in whole or in part) either do not\nconstitute \"parachute payments\" or represent reasonable compensation for\npersonal services actually rendered (within the meaning of Section 28OG(b)(4)(B)\nof the Code) in excess of the allocable \"base amount,\" or such \"parachute\npayments\" are otherwise not subject to such Excise Tax, and\n\n\n                                       8\n\n\n\n           (B)   the value of any non-cash benefits or any deferred payment or\nbenefit shall be determined by the Accountants in accordance with the principles\nof Section 280G of the Code.\n\n    (iii)  For purposes of determining the amount of the Tax Reimbursement\nPayment, the Executive shall be deemed to pay:\n\n           (A)   Federal income, social security, Medicare and other employment\ntaxes at the highest applicable marginal rate of Federal income taxation for the\ncalendar year in which the Tax Reimbursement Payment is to be made, and\n\n           (B)   any applicable state and local income or other employment taxes\nat the highest applicable marginal rate of taxation for the calendar year in\nwhich the Tax Reimbursement Payment is to be made, net of the maximum reduction\nin Federal income taxes which could be obtained by Executive from the deduction\nof such state or local taxes if paid in such year.\n\n    (iv)   In the event that the Excise Tax is subsequently determined by the\nAccountants or pursuant to any proceeding or negotiations with the Internal\nRevenue Service to be less than the amount taken into account hereunder in\ncalculating the Tax Reimbursement Payment made, the Executive shall repay to the\nCompany, at the time of such determination, the portion of such prior Tax\nReimbursement Payment that would not have been paid if such reduced Excise Tax\nhad been taken into account in initially calculating such Tax Reimbursement\nPayment, plus interest on the amount of such repayment at the rate provided in\nSection 1274(b)(2)(b) of the Code. Notwithstanding the foregoing, in the event\nany portion of the Tax Reimbursement Payment to be refunded to the Company has\nbeen paid to any Federal, state or local tax authority, repayment thereof shall\nnot be required until actual refund or credit of such portion has been made to\nthe Executive, and interest payable to the Company shall not exceed interest\nreceived or credited to the Executive by such tax authority for the period it\nheld such portion. The Executive and the Company shall mutually agree upon the\ncourse of action to be pursued (and the method of allocating the expenses\nthereof) if the Executive's good faith claim for refund or credit is denied.\n\n    In the event that the Excise Tax is later determined by the Accountants or\npursuant to any proceeding or negotiations with the Internal Revenue Service to\nexceed the amount taken into account hereunder at the time the Tax Reimbursement\nPayment is made (including, but not limited to, by reason of any payment the\nexistence or amount of which cannot be determined at the time of the Tax\nReimbursement Payment), the Company shall make an additional Tax Reimbursement\nPayment in respect of such excess (plus any interest or penalty payable with\nrespect to such excess) at the time that the amount of such excess is finally\ndetermined.\n\n    (v)    The Tax Reimbursement Payment (or portion thereof) provided for in\nSection 5(g)(i) above shall be paid to the Executive not later than 10 business\ndays following the payment of the Covered Payments; provided, however, that if\nthe amount \n\n\n                                       9\n\n\n\nof such Tax Reimbursement Payment (or portion thereof) cannot be finally\ndetermined on or before the date on which payment is due, the Company shall pay\nto the Executive by such date an amount estimated in good faith by the\nAccountants to be the minimum amount of such Tax Reimbursement Payment and shall\npay the remainder of such Tax Reimbursement Payment (together with interest at\nthe rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount\nthereof can be determined, but in no event later than 45 calendar days after\npayment of the related Cover Payment. In the event that the amount of the\nestimated Tax Reimbursement Payment exceeds the amount subsequently determined\nto have been due, such excess shall constitute a loan by the Company to the\nExecutive, payable on the fifth business day after written demand by the Company\nfor payment (together with interest at the rate provided in Section\n1274(b)(2)(B) of the Code).\n\n    (vi)   The Company shall pay directly or reimburse Executive for the cost\nof hiring his own accounting and\/or legal experts in connection with any\ndeterminations to be made as to the amounts of the Covered Payments and\/or the\nTax Reimbursement Payment; provided, however, that the Company shall not be\nrequired to make any such payments in excess of $20,000. The provisions of this\nSection 5(g) shall survive Executive's termination of employment hereunder.\n\n(h) Effect of Termination. Upon the termination of the Executive's employment\nhereunder for any reason, the Company shall have no further obligations\nhereunder, except as otherwise provided herein. The Executive, however, shall\ncontinue to have the obligations provided for in Sections 6 and 7 hereof.\nFurthermore, upon such termination, the Executive shall be deemed to have\nresigned immediately as a senior executive of the Company (but not as Chairman\nof the Board of Directors of the Company or as a director) and from all offices\nand directorships held by him in any subsidiaries of the Company; provided,\nhowever, that the Executive's directorship of the Company shall be controlled by\nthat certain Stockholders' Agreement, dated as of November 22, 1995, as amended,\nby and among the Company, the Executive, Ronald S. Lauder and the other persons\nor entities party thereto, as it may be amended from time to time (the\n\"Stockholders' Agreement\").\n\n6. Confidentiality; Ownership.\n\n(a) The Executive agrees that he shall forever keep secret and retain in\nstrictest confidence and not divulge, disclose, discuss, copy or otherwise use\nor suffer to be used in any manner, except in connection with the Business of\nthe Company and the businesses of any of its subsidiaries or affiliates, any\n\"Protected Information\" in any \"Unauthorized\" manner or for any Unauthorized\npurpose (as such terms are hereinafter defined). Furthermore, the Executive\nacknowledges that he has no right to use the \"Lauder\" name, or any variation,\ncombination or derivation thereof, in the fragrance, make-up, skin care or other\npersonal care products businesses, or in any such way that would likely cause\nconfusion with the Company's or any of its subsidiaries' products.\n\n\n                                       10\n\n\n\n(i)\"Protected Information\" means trade secrets, confidential or proprietary\ninformation and all other knowledge, know-how, information, documents or\nmaterials owned, developed or possessed by the Company or any of its\nsubsidiaries or affiliates, whether in tangible or intangible form, pertaining\nto the Business of the Company or the businesses of any of its subsidiaries or\naffiliates, including, but not limited to, research and development operations,\nsystems, data 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 acquisition plans, business acquisition\nplans, customer lists, business relationships and other information owned,\ndeveloped or possessed by the Company or its other subsidiaries or affiliates,\nexcept as required in the course of performing duties hereunder; provided that\nProtected Information shall not include information that becomes generally known\nto the public or the trade without violation of this Section 6.\n\n(ii) \"Unauthorized\" means: (A) in contravention of the policies or procedures of\nthe Company or any of its subsidiaries or affiliates; (B) otherwise inconsistent\nwith the measures taken by the Company or any of its subsidiaries or affiliates\nto protect their interests in any Protected Information; or (C) in contravention\nof any duty existing under law or contract. Notwithstanding anything to the\ncontrary contained in this Section 6, the Executive may disclose any Protected\nInformation to the extent required by court order or decree or by the rules and\nregulations of a governmental agency or as otherwise required by law; provided\nthat the Executive shall provide the Company with prompt notice of such required\ndisclosure in advance thereof so that the Company may seek an appropriate\nprotective order in respect of such required disclosure.\n\n(b) The Executive acknowledges that all developments, including, without\nlimitation, inventions (patentable or otherwise), discoveries, formulas,\nimprovements, patents, trade secrets, designs, reports, computer software, flow\ncharts and diagrams, procedures, data, documentation, ideas and writings and\napplications thereof relating to the Business or planned business of the Company\nor any of its subsidiaries or affiliates that, alone or jointly with others, the\nExecutive may conceive, create, make, develop, reduce to practice or acquire\nduring the Term of Employment (collectively, the \"Developments\") are works made\nfor hire and shall remain the sole and exclusive property of the Company and the\nExecutive hereby assigns to the Company, in consideration of the payments set\nforth in Section 3(a) hereof, all of his right, title and interest in and to all\nsuch Developments. 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, \n\n\n                                       11\n\n\n\ncomputer tapes, programs, software, source and programming narratives and other\ndocumentation (and all copies thereof) made or compiled by the Executive or made\navailable to the Executive concerning the Developments or otherwise concerning\nthe Business or planned business of the Company or any of its subsidiaries or\naffiliates shall be the property of the Company or such subsidiaries or\naffiliates and shall be delivered to the Company or such subsidiaries or\naffiliates promptly upon the expiration or termination of the Term of\nEmployment.\n\n(c) The provisions of this Section 6 shall, without any limitation as to time,\nsurvive the expiration or termination of the Executive's employment hereunder,\nirrespective of the reason for any termination.\n\n7. Covenant Not to Compete. Subject to the last sentence of this Section 7, the\nExecutive agrees that during the Term of Employment and, for his lifetime\nthereafter, the Executive shall not, directly or indirectly, without the prior\nwritten consent of the Company:\n\n(a) solicit, entice, persuade or induce any employee, consultant, agent or\nindependent contractor of the Company or of any of its subsidiaries or\naffiliates to terminate his or her employment with the Company or such\nsubsidiary or affiliate, to become employed by any person, firm or corporation\nother than the Company or such subsidiary or affiliate or approach any such\nemployee, consultant, agent or independent contractor for any of the foregoing\npurposes, or authorize or assist in the taking of any such actions by any third\nparty (for purposes of this Section 7(a), the terms \"employee,\" \"consultant,\"\n\"agent\" and \"independent contractor\" shall include any persons with such status\nat any time during the six (6) months preceding any solicitation in question);\nor\n\n(b) participate, or make any financial investment in, or become employed by or\nrender consulting, advisory or other services to or for any person, firm,\ncorporation or other business enterprise, wherever located, which is engaged,\ndirectly or indirectly, in competition with the Company's Business or the\nbusinesses of the Company's subsidiaries or affiliates as conducted or any\nbusiness proposed to be conducted at the time of the expiration or termination\nof the Executive's employment hereunder; provided, however, that nothing in this\nSection 7(b) shall be construed to preclude the Executive from making any\ninvestments in the securities of any business enterprise whether or not engaged\nin competition with the Company or any of its subsidiaries or affiliates, to the\nextent that such securities are actively traded on a national securities\nexchange or in the over-the-counter market in the United States or on any\nforeign securities exchange and represent, at the time of acquisition, not more\nthan 30% of the aggregate voting power of such business enterprise.\n\nNotwithstanding the foregoing, the Executive shall not be subject to the terms\nand provisions of paragraph (b) of this Section 7 if the Term of Employment is\nterminated pursuant to Section 5(d) hereof.\n\n\n\n                                       12\n\n\n\n8. Specific Performance. The Executive acknowledges that the services to be\nrendered by the Executive are of a special, unique and extraordinary character\nand, in connection with such services, the Executive will have access to\nconfidential information vital to the Company's Business and the businesses of\nthe Company's subsidiaries and affiliates. By reason of this, the Executive\nconsents and agrees that if the Executive violates any of the provisions of\nSections 6 or 7 hereof, the Company and its subsidiaries and affiliates would\nsustain irreparable injury and that monetary damages would not provide adequate\nremedy to the Company and that the Company shall be entitled to have Section 6\nor 7 hereof specifically enforced by any court having equity jurisdiction.\nNothing contained herein shall be construed as prohibiting the Company or any of\nits other subsidiaries or affiliates from pursuing any other remedies available\nto it for such breach or threatened breach, including the recovery of damages\nfrom the Executive.\n\n9. Deductions and Withholding. The Executive agrees that the Company or its\nsubsidiaries or affiliates, as applicable, shall withhold from any and all\ncompensation paid to and required to be paid to the Executive pursuant to this\nAgreement, all Federal, state, local and\/or other taxes which the Company\ndetermines are required to be withheld in accordance with applicable statutes or\nregulations from time to time in effect and all amounts required to be deducted\nin respect of the Executive's coverage under applicable employee benefit plans.\nFor purposes of this Agreement and calculations hereunder, all such deductions\nand withholdings shall be deemed to have been paid to and received by the\nExecutive.\n\n10. Entire Agreement. Except for the Stockholders' Agreement, the Bonus Plan,\nthe Share Incentive Plan, outstanding stock option agreements, existing split\ndollar life insurance and deferred compensation arrangements, existing\narrangements with Estee Lauder AG Lachen and the Thrift Plan, Qualified Plan,\nNon-Qualified Plan and the other benefit plans referred to in Section 4 hereof,\nthis Agreement 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\n11. Waiver. The waiver by the Company of a breach of any provision of this\nAgreement by the Executive shall not operate or be construed as a waiver of any\nsubsequent breach by him. The waiver by the Executive of a breach of any\nprovision of this Agreement by the Company shall not operate or be construed as\na waiver of any subsequent breach by the Company.\n\n12. Governing Law; Jurisdiction.\n\n(a) This Agreement shall be subject to, and governed by, the laws of the State\nof New York applicable to contracts made and to be performed therein.\n\n\n                                       13\n\n\n\n(b) Any action to enforce any of the provisions of this Agreement shall be\nbrought in a court of the State of New York located in the Borough of Manhattan\nof the City of New York or in a Federal court located within the Southern\nDistrict of New York. The parties consent to the jurisdiction of such courts and\nto the service of process in any manner provided by New York law. Each party\nirrevocably waives any objection which it may now or hereafter have to the\nlaying of the venue of any such suit, action or proceeding brought in such court\nand any claim that such suit, action or proceeding brought in such court has\nbeen brought in an inconvenient forum and agrees that service of process in\naccordance with the foregoing sentences shall be deemed in every respect\neffective and valid personal service of process upon such party.\n\n13. Assignability. The obligations of the Executive may not be delegated and,\nexcept with respect to the designation of beneficiaries in connection with any\nof the benefits payable to the Executive hereunder, the Executive may not,\nwithout the Company's written consent thereto, assign, transfer, convey, pledge,\nencumber, hypothecate or otherwise dispose of this Agreement or any interest\nherein. Any such attempted delegation or disposition shall be null and void and\nwithout effect. The Company and the Executive agree that this Agreement and all\nof the Company's rights and obligations hereunder may be assigned or transferred\nby the Company to and shall be assumed by and be binding upon any successor to\nthe Company. The Company shall require any successor by an agreement in form and\nsubstance satisfactory to the Executive, expressly to assume and agree to\nperform this Agreement in the same manner and to the same extent as the Company\nwould be required to perform if no such succession had taken place. The term\n\"successor\" means, with respect to the Company or any of its subsidiaries, any\ncorporation or other business entity which, by merger, consolidation, purchase\nof the assets or otherwise acquires all or a majority of the operating assets or\nbusiness of the Company.\n\n14. Severability. If any provision of this Agreement or any part thereof,\nincluding, without limitation, Sections 6 and 7 hereof, as applied to either\nparty or to any circumstances shall be adjudged by a court of competent\njurisdiction to be void or unenforceable, the same shall in no way affect any\nother provision of this Agreement or remaining part thereof, which shall be\ngiven full effect without regard to the invalid or unenforceable part thereof,\nor the validity or enforceability of this Agreement.\n\nIf any court construes any of the provisions of Section 6 or 7 hereof, or any\npart thereof, to be unreasonable because of the duration of such provision or\nthe geographic scope thereof, such court may reduce the duration or restrict or\nredefine the geographic scope of such provision and enforce such provision as so\nreduced, restricted or redefined.\n\n15. Notices. All notices to the Company or the Executive permitted or required\nhereunder shall be in writing and shall be delivered personally, by telecopier\nor by courier service providing for next-day delivery or sent by registered or\ncertified mail, return receipt requested, to the following addresses:\n\n\n\n\n                                       14\n\n\n\nThe Company:\n\nThe Estee Lauder Companies Inc.\n767 Fifth Avenue\nNew York, New York 10153\nAttn: Paul E. Konney\nTel:  (212) 572-4200\nFax:  (212) 572-3989\n\nThe Executive:\n\nLeonard A. Lauder\nThe Estee Lauder Companies Inc.\n767 Fifth Avenue\nNew York, NY 10153\nTel: (212) 572-2406\nFax: (212) 572-6745\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\n16. No Conflicts. The Executive hereby represents and warrants to the Company\nthat his execution, delivery and performance of this Agreement and any other\nagreement to be delivered pursuant to this Agreement will not (i) require the\nconsent, approval or action of any other person or (ii) violate, conflict with\nor result in the breach of any of the terms of, or constitute (or with notice or\nlapse of time or both, constitute) a default under, any agreement, arrangement\nor understanding with respect to the Executive's employment to which the\nExecutive is a party or by which the Executive is bound or subject. The\nExecutive hereby agrees to indemnify and hold harmless the Company and its\ndirectors, officers, employees, agents, representatives and affiliates (and such\naffiliates' directors, officers, employees, agents and representatives) from and\nagainst any and all losses, liabilities or claims (including, interest,\npenalties and reasonable attorneys' fees, disbursements and related charges)\nbased upon or arising out of the Executive's breach of any of the foregoing\nrepresentations and warranties.\n\n17. Effective Date. This Agreement shall be effective as of July 1, 2000.\n\n18. Paragraph Headings. The paragraph headings contained in this Agreement are\nfor reference purposes only and shall not affect in any way the meaning or\ninterpretation of this Agreement.\n\n\n\n                                       15\n\n\n\n19. Counterparts. This Agreement may be executed in one or more counterparts,\neach of which shall be deemed to be an original, but all of which taken together\nshall constitute one and the same instrument.\n\n\nIN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of\nthe date first written above\n\n                                 THE ESTEE LAUDER COMPANIES INC\n\n\n\n                                 By:  \/s\/ Andrew J. Cavanaugh\n                                     ---------------------------------\n                                 Name:  Andrew J. Cavanaugh\n                                 Title: Senior Vice President - Global Human\n                                        Resources\n\n\n\n\n\n                                   \/s\/ Leonard A. Lauder\n                                   -----------------------------------\n                                            LEONARD A. LAUDER\n\n\n\n\n\n\n                                       16\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-39627","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\/39627","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=39627"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39627"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39627"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39627"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}