{"id":39628,"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-patrick.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-estee-lauder-cos-inc-and-patrick","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-estee-lauder-cos-inc-and-patrick.html","title":{"rendered":"Employment Agreement &#8211; The Estee Lauder Cos. Inc. and Patrick Bousquet-Chavanne"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n         AGREEMENT (this 'Agreement') between THE ESTEE LAUDER COMPANIES INC., a\nDelaware corporation (the 'Company'), and PATRICK BOUSQUET-CHAVANNE, currently a\nresident of Paris, France (the 'Executive'). \n\n                             W I T N E S S E T H :\n\n         WHEREAS, the Company and its subsidiaries are principally engaged in\nthe business of manufacturing and marketing prestige skin care, makeup and\nfragrance products (the 'Business'); and\n\n         WHEREAS, the Company desires to retain the services of the Executive in\nthe capacity of President of Estee Lauder International, Inc. ('ELII'), a\nsubsidiary of the Company, and the Executive desires to provide such services in\nsuch capacity to the Company, upon the terms and subject to the conditions\nhereinafter set forth;\n\n         NOW, THEREFORE, in consideration of the foregoing and of the mutual\ncovenants and obligations hereinafter set forth, the parties hereto, intending\nto be legally bound, hereby agree as follows:\n\n         1. Employment; Term. \n\n         The Company hereby agrees to employ in its employ, and the Executive\nhereby agrees to enter into such employment, as President of ELII for an initial\nperiod commencing on the date that Executive notifies the Company that his\nundertaking such employment shall neither violate nor conflict with the terms of\nany agreement then enforceable regarding Executive's employment (the 'Effective\nDate'), and ending on June 30, 2001 unless terminated sooner pursuant to Section\n5 hereof (the 'Term of Employment'). In no event shall the Effective Date be\nlater than October 20 , 1998. The Term of Employment shall automatically\ncontinue for successive twelve (12) month periods commencing on July 1, 2001 and\neach July 1 thereafter unless, prior to December 31, 2000 or each December 31\nthereafter one party shall provide to the other written notice of its election\nto terminate this Agreement, in which case the Term of Employment shall\nterminate as of the next succeeding June 30. The period commencing with the\nEffective Date and ending June 30, 1999 shall be the 'First Contract Year'\nhereunder, and subsequent twelve-month periods shall be subsequent 'Contract\nYears' hereunder.\n\n\n                                       1\n\n         2. Duties and Extent of Services.\n\n                  (a) During the Term of Employment, the Executive shall serve\nas the President of ELII, a subsidiary of the Company, and, in such capacity,\nshall render such managerial, administrative and other services as customarily\nare associated with and incident to such positions, and as the Company may, from\ntime to time, reasonably require of him consistent with such position;\n\n                  (b) The Executive shall 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 be authorized by the Board of Directors of\nthe Company, provided that each such position shall be commensurate with the\nExecutive's standing in the business community as President of ELII. 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 shall have specifically approved\nsuch 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 to perform\nfaithfully, competently and diligently to the best of his ability all of the\nduties required of him as President of ELII, and in the other positions or\noffices of the Company or its subsidiaries or affiliates required of him\nhereunder. Notwithstanding the foregoing provisions of this Section 2(c), the\nExecutive may serve as a non-management director of such business corporations\n(or in a like capacity in other not-for-profit or profit-making organizations)\nas the Board of Directors or Chief Executive Officer of the Company shall\napprove.\n\n         3. Compensation.\n\n                  (a) Base Salary: As compensation for all services to be\nrendered pursuant to this Agreement and as payment for the rights and interests\ngranted by Executive hereunder, the Company shall pay or cause any of its\nsubsidiaries to pay the Executive a base salary (the 'Base Salary') during the\nTerm of Employment as follows:\n\n         For the First Contract Year                 $   900,000\n         For the Second Contract Year                $   950,000\n         For the Third Contract Year                 $ 1,000,000\n\n\n                                       2\n\nBase Salary for subsequent Contract Years, if any, shall be determined by\nfurther agreement between the parties provided, however, that the Base Salary\nfor any Contract Year shall not be less than the Base Salary established for the\npreceeding Contract Year. All amounts of Base Salary provided for hereunder\nshall be payable in accordance with the regular payroll policies of the Company\nin effect from time to time.\n\n                  (b) Incentive Bonus Compensation: During the Term of\nEmployment, the Executive shall participate in the Company's Annual Incentive\nPlan (the 'Bonus Plan') or in any successor incentive bonus plans or programs\nhereafter adopted which provide for the rendering of incentive compensation to\nsenior officers. During the Term of Employment hereunder, the Executive's target\naward under the Bonus Plan (i.e., the maximum bonus which may be awarded) shall\nbe established as follows:\n\n         - For the period from the Effective Date through the end of the First\nContract Year, the target bonus award shall be $600,000;\n\n         - For the Second Contract Year, the target bonus award shall be\n$700,000, and\n\n         - For the Third Contract Year, the target bonus award shall be\n$800,000.\n\nTarget bonus awards for subsequent Contract Years, if any, shall be determined\nby further agreement between the parties provided, however, that the target\nbonus award for any Contract Year shall not be less than the target bonus award\nestablished for the preceeding Contract Year. The amount of the actual bonus\naward to the Executive shall be calculated with reference to the attainment by\nthe Company and by the Executive of performance goals for the relevant Contract\nYear, which goals shall be established by the Board of Directors of the Company\nupon the recommendation of the Compensation Committee thereof and after\nconsultation with the Executive; provided, however, in the event that the actual\naward for the period from the Effective Date through the end of the First\nContract Year shall be less than $500,000, the amount by which such award shall\nbe less than $500,000 shall be added to the target award for the Second Contract\nYear as set out above.\n\n                  (c) In addition to the amounts of base salary and bonus set\nout at subparagraphs 3(a) and 3(b), above, the Company shall pay to Executive a\none time signing \n\n\n                                       3\n\nbonus, in the gross amount of $200,000. Such amount shall be paid as soon as\npracticable after the Effective Date, but in no event later than thirty days\nafter the Effective Date.\n\n                  (d) The Company shall loan to the Executive the principal\namount of $1,000,000, as soon as practicable after the Effective Date. Such loan\nshall bear interest at the Intermediate Term Applicable Federal Rate as\nestablished as of the date of such loan. Such interest shall be capitalized and\nnot paid currently. Such loan shall be forgiven in five approximately equal\nannual installments, each installment consisting of a portion of principal and\ncapitalized interest outstanding, plus an amount equal to the federal, state and\nlocal income tax incurred by the executive in connection with each such event of\nforgiveness. The first such forgiveness shall be effective as of the last day of\nthe First Contract Year, and an additional forgiveness shall occur as of the\nlast day of each of the four successive Contract Years provided that the\nExecutive shall remain in the continuous employ of the Company during the\nentirety of such five year period. Amounts not forgiven shall be repayable by\nthe Executive as of the date of termination of his employment with the Company.\n\n                  (e) Deferral: The Executive may elect to defer payment of all\nor any part of his bonus incentive compensation payable in accordance with\nSection 3(b) hereof in respect of any Contract Year during the Term of\nEmployment, by giving the Company written notice thereof on or before March 31\nof such Contract Year. Additionally, in the event that in respect of any fiscal\nyear of the Company any amount of Base Salary, any amount payable under the\nBonus Plan 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 the payment by the Company of any amount that shall not be\ncurrently deductible by it pursuant to the provisions of Section 162(m) of the\nInternal Revenue Code, as amended (the 'Code'), or like or successor provisions\n(a '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\n\n\n                                       4\n\n\nYork as its base rate in effect on such June 30, but in no event shall such rate\nexceed 9%. The entire amount credited to such bookkeeping account shall be paid\nto the Executive on a date to be chosen by the Company, but in no event later\nthan the first anniversary of the termination of the Executive from employment\nwith the Company. Any amount of bonus deferred by election of the Executive or\nthe Company pursuant to this paragraph 3(e) (but not interest credits thereon)\nshall be considered pensionable compensation in connection with the calculation\nof the Executive's benefit, if any, under the Company's Retirement Growth\nAccount plan and Benefits Restoration Plan (the 'Pension Plans') or successor\nplans of similar import.\n\n                  (f) Share Incentive Plan: The Executive shall participate in\nthe Company's Share Incentive Plan according to the terms thereof. The Company\nshall recommend to the Compensation Committee of the Board of Directors that the\nExecutive be awarded 75,000 options to purchase shares of Class A Common Stock\nof the Company as of the Effective Date,under the terms of such Plan.\nThereafter, the Company shall recommend to the Compensation Committee of the\nBoard of Directors that Executive be awarded no fewer than 50,000 of such\noptions as of July 1, 1999 (in respect of the Second Contract Year) and 50,000\nof such options as of July 1, 2000 (in respect of the Third Contract Year).\n\n           4. 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,\nPension Plans, incentive savings (i.e., '401(k)) plans, contributory and\nnon-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; and (ii) 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. The prior service of the Executive with the Company shall be\nrecognized for all purposes related to the employee benefit plans of the\nCompany, in accordance with the provisions of each such plan.\n\n\n                                       5\n\n                  (b) Additional Insurance. The Company shall provide Executive,\nsubject to usual underwriting considerations, additional executive life\ninsurance in the amount of $1,000,000. Executive acknowledges that this\ncoverage, if issued, will result in the receipt by him of additional taxable\nincome.\n\n                  (c) Perquisites; Financial Counselling. Executive will\nparticipate in the Executive Perquisite program of the Company, and will be\nreimbursed amounts up during to $15,000 in respect of each full calendar year\nthe Term of Employment for expenses qualifying under the terms of such program.\nAdditionally, the Executive will be provided financial consulting services\nthrough a firm chosen by the Company. Executive acknowledges that participation\nin such programs will result in the receipt by him of additional taxable income.\n\n                  (d) Executive Auto. The Executive will participate in the\nExecutive Automobile program of the Company, and may elect to be provided an\nautomobile having an acquisition value of up to $30,000. Executive acknowledges\nthat participation in this program will result in the receipt by him of\nadditional taxable income.\n\n                  (e) Parking Company shall provide to Executive, at its cost,\nparking facilities in the General Motors Building.\n\n                  (f) Expenses: The Company agrees to reimburse the Executive\nfor all reasonable and necessary travel (including first class air fare),\nbusiness entertainment and other business out-of-pocket expenses incurred or\nexpended by him in connection with the performance of his duties hereunder upon\npresentation of proper expense statements or vouchers or such other supporting\ninformation as the Company may reasonably require of the Executive.\n\n                  (g) Spousal Travel and Home Leave. The Executive will\nparticipate in the Spousal Travel program of the Company under the terms\nthereof, and additionally will be provided two round trip airfares from New York\nCity to Paris, France for himself and his immediate family members during each\nfull year of the Term of Employment.\n\n                  (h) Certain Social Security Accounts. To the extent permitted\nby applicable law and regulation, the Company shall, at its expense, maintain\ncontributions to the Executive's French Social Security Account, up to the\ngenerally applied limit on annual contribution amounts.\n\n\n                                       6\n\n                      (i) Relocation Assistance. The Company shall reimburse to\nthe Executive the reasonable actual cost of freightage (including customs\nimposts, if any) of household goods from Paris, France to New York City, and the\nactual cost of air transport for the Executive and his family undertaken in\nconnection with his relocation to New York. Additionally, the Company shall\nprovide temporary living expenses for the Executive and his family in the New\nYork area for a period not to exceed three (3) months. Other than as set out in\nthis subparagraph 4(h), the Company shall have no obligation to Executive with\nrespect to his relocation, or his acquisition of a principal residence in the\nNew York area.\n\n         5. 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 Executive shall be entitled (i) to receive\nany amounts or benefits to which the Executive may otherwise have been entitled\nbut for the Executive's permanent disability prior to the effective date of\ntermination, (ii) to be paid his Base Salary as established under Section 3(a)\nhereof for a period of one (1) year from the effective date of termination;\nprovided, however, that the Company shall only be required to pay that amount of\nthe Executive's Base Salary which shall not be covered by long-term disability\npayments, if any, to the Executive; and (iii) to any and all bonus compensation\nunder Section 3(b) hereof prorated to the date of termination. In addition, upon\ntermination for permanent disability, the Executive shall continue to\nparticipate in any and all pension, insurance and other benefit plans and\nprograms of the Company during the period the Executive is continuing to receive\nhis Base Salary in accordance with this Section 5(a). Thereafter, the\nExecutive's rights to participate in such programs and plans, or to receive\nsimilar coverage, if any, shall be as determined under such programs. For\npurposes of this paragraph, 'permanent disability' means any disability as\ndefined under the Company's applicable disability insurance policy or, if no\nsuch policy is available, any physical or mental disability or incapacity that\nrenders the Executive incapable of performing the services required of him in\naccordance with his obligations under Section 2 hereof \n\n\n                                       7\n\nfor a period of six (6) consecutive months or for shorter periods aggregating\nsix (6) months during any twelve-month period.\n\n                  (a) Death. In the event of the death of the Executive during\nthe Term of Employment, this Agreement shall automatically terminate and the\nCompany shall have no further obligations hereunder, except to pay the\nExecutive's beneficiary or legal representative (i) the Executive's Base Salary\nas established under Section 3(a) hereof to the day on which his death occurs;\n(ii) any and all bonus compensation under Section 3(b) hereof prorated to the\ndate of death; and (iii) any other amounts to which the Executive otherwise\nwould have been entitled but for his death.\n\n                  (b) Termination Without Cause. The Company shall have the\nright, upon sixty (60) days' written notice given to the Executive, to terminate\nthis Agreement for any reason whatsoever. In the event of termination pursuant\nto this Section 5(c) during the First Contract Year or the Second Contract Year,\nfor a period of two (2) years from the date of such termination, the Executive\nshall be entitled as damages to (i) receive his Base Salary as established under\nSection 3(a) hereof; (ii) receive bonus compensation equal to fifty percent\n(50%) of the average of incentive compensation bonuses previously paid or\npayable to the Executive under Section 3(b) hereof during the Term of Employment\n(or, if no such bonuses have been paid or are payable as of the date of such\ntermination, fifty percent (50%) of the Base Salary as in effect on such date of\ntermination); and (iii) participate in all pension, insurance and other benefit\nplans, programs or arrangements, on terms identical to those applicable to full\nterm senior officers of the Company. In the event of termination pursuant to\nthis Section 5(c) at any time thereafter, for a period of one (1) year from the\ndate of such termination , the Executive shall be entitled as damages to (i)\nreceive his Base Salary as established under Section 3(a) hereof; (ii) receive\nbonus compensation equal to fifty percent (50%) of the average of incentive\ncompensation bonuses previously paid or payable to the Executive under Section\n3(b) hereof during the Term of Employment (or, if no such bonuses have been paid\nor are payable as of the date of such termination, fifty percent (50%) of the\nBase Salary as in effect on such date of termination); and (iii) participate in\nall pension, insurance and other benefit plans, programs or arrangements, on\nterms identical to those applicable to full term senior officers of the Company.\n\n\n                                       8\n\nIn the event of termination pursuant to this Section 5(c), the Executive shall\nnot be required to mitigate his damages hereunder.\n\n                  (c) 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 otherwise have been 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.\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 6 or 7 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 6 and 7 hereof,\nwhich shall be governed by clause (i) above, and other than by reason of\ndisability or death) that is not corrected within thirty (30) days following\nwritten notice thereof to the Executive by the Company, such notice to state\nwith specificity the nature of the breach, failure or refusal; provided that if\nsuch breach, failure or refusal cannot reasonably be corrected within thirty\n(30) days of written notice thereof, correction shall be commenced by the\nExecutive within such period and may be corrected within a reasonable period\nthereafter; 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\n                                       9\n                  (e) Termination by Executive for Material Breach. The\nExecutive may elect to terminate his employment after a 'material breach' (as\ndefined below) of this Agreement by the Company effective thirty (30) days after\nthe Executive gives the Company notice of such material breach; provided,\nhowever, that such notice must be provided to the Company within five (5) days\nof the occurrence of such material breach; and provided, further, that such\ntermination will not become effective if within such thirty (30) day period the\nCompany shall have cured all such material breaches of its obligations\nhereunder. For purposes of this Section 5(e), a material breach shall include,\nbut not be limited to, (i) a material reduction in the Executive's authority,\nfunctions, duties or responsibilities provided in Section 2 hereof, or (ii) the\nCompany's failure to cause the Executive to serve in the position set forth in\nSection 1 hereof for any time period in which he is entitled to so serve.\n\n                  (f) Certain Limitations. Notwithstanding anything to the\ncontrary contained herein, in the event that any payment received or to be\nreceived by the Executive pursuant to Section 5 hereof or otherwise (a\n'Severance Payment') would be subject to the excise tax (the 'Excise Tax')\nimposed by Section 4999 of the Code (in whole or part), the Severance Payment\nshall be reduced (but not below zero) until no portion of such payments would be\nsubject to Excise Tax.\n\n                  (g) 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 6 and 7 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         6. 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 and the businesses of any of its subsidiaries or\naffiliates, any 'Protected Information' in any 'Unauthorized' manner or for any\nUnauthorized purpose (as such terms are hereinafter defined).\n\n\n                                       10\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 of the Company or the businesses of any of its\nsubsidiaries or affiliates, including, but not limited to, research and\ndevelopment operations, systems, data bases, computer programs and software,\ndesigns, models, operating procedures, knowledge of the organization, products\n(including prices, costs, sales or content), processes, formulas, techniques,\nmachinery, contracts, financial information or measures, business methods,\nbusiness plans, details of consultant contracts, new personnel acquisition\nplans, business acquisition plans, customer lists, business relationships and\nother information owned, developed or possessed by the Company or its\nsubsidiaries or affiliates, except as required in the course of performing\nduties hereunder; provided that Protected Information shall not include\ninformation that becomes generally known to the public or the trade without\nviolation of this Section 6.\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 6, 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; provided that the Executive shall provide the Company with prompt notice of\nsuch required disclosure in advance thereof so that the Company may seek an\nappropriate protective order in respect of such required 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 planned\n\n                                       11\n\nbusiness of the Company or any of its subsidiaries or affiliates that, alone or\njointly with others, the Executive may conceive, create, make, develop, reduce\nto practice or acquire during the Term of Employment (collectively, the\n'Developments') are works made for hire and shall remain the sole and exclusive\nproperty of the Company and the Executive hereby assigns to the Company in\nconsideration of the payments set forth in Section 3(a) hereof, all of his\nright, title and interest in and to all such Developments. The Executive shall\npromptly and fully disclose all future material Developments to the Board of\nDirectors of the Company and, at any time upon request and at the expense of the\nCompany, shall execute, acknowledge and deliver to the Company all instruments\nthat the Company shall prepare, give evidence and take all other actions that\nare necessary or desirable in the reasonable opinion of the Company to enable\nthe Company to file and prosecute applications for and to acquire, maintain and\nenforce all letters, patent and trademark registrations or copyrights covering\nthe Developments in all countries in which the same are deemed necessary by the\nCompany. All memoranda, notes, lists, drawings, records, files, computer tapes,\nprograms, software, source and programming narratives and other documentation\n(and all copies thereof) made or compiled by the Executive or made available to\nthe Executive concerning the Developments or otherwise concerning the Business\nor planned business of the Company or any of its subsidiaries or affiliates\nshall be the property of the Company or such subsidiaries or affiliates and\nshall be delivered to the Company or such subsidiaries or affiliates promptly\nupon the expiration or termination of the Term of Employment. \n\n                  (c) The provisions of this Section 6 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         7. Covenant Not to Compete.\n\n         Subject to the next to last sentence of this Section 7, the Executive\nagrees that during the Term of Employment and for a period of one (1) year\ncommencing upon the expiration or termination of the Executive's employment\nhereunder (the 'Non-Compete Period'), the Executive shall not, directly or\nindirectly, 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 her \n\n\n                                       12\n\nor his employment with the Company or such subsidiary or affiliate, to become\nemployed by any person, firm or corporation other than the Company or such\nsubsidiary or affiliate or approach any such employee, consultant, agent or\nindependent contractor for any of the foregoing purposes, or authorize or assist\nin the taking of any such actions by any third party (for purposes of this\nSection 7(a), the terms 'employee,' 'consultant,' 'agent' and 'independent\ncontractor' shall include any persons with such status at any time during the\nsix (6) months preceding any solicitation in question); or (b) directly or\nindirectly engage, participate, or make any financial investment in, or become\nemployed by or render consulting, advisory or other services to or for any\nperson, firm, corporation or other business enterprise, wherever located, which\nis engaged, directly or indirectly, in competition with the Company's Business\nor the businesses of its subsidiaries or affiliates as conducted or any business\nproposed to be conducted at the time of the expiration or termination of the\nExecutive'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 3% of the aggregate voting power of such business enterprise. During the\nNon-Compete Period, the Company may, at its election, pay or cause to be paid to\nthe Executive his Base Salary under Section 3(a) hereof for that portion of the\nNon-Compete Period during which the Executive is required to comply and does\ncomply with the provisions of this Section 7.\n\n         8. Specific Performance.\n\n         The Executive acknowledges that the services to be rendered by the\nExecutive are of a special, unique and extraordinary character and, in\nconnection with such services, the Executive will have access to confidential\ninformation vital to the Company's Business and the businesses of its\nsubsidiaries and affiliates. By reason of this, the Executive consents and\nagrees that if the Executive violates any of the provisions of Sections 6 or 7\nhereof, the Company and its subsidiaries and affiliates would sustain\nirreparable injury and that monetary damages would not provide adequate remedy\nto the Company and that the Company shall be entitled to have Section \n\n\n                                       13\n\n6 or 7 hereof specifically enforced by any court having equity jurisdiction.\nNothing contained herein shall be construed as prohibiting the Company or any of\nits subsidiaries or affiliates from pursuing any other remedies available to it\nfor such breach or threatened breach, including the recovery of damages from the\nExecutive.\n\n         9. Deductions and Withholding.\n\n         The Executive agrees that the Company or its subsidiaries or\naffiliates, as applicable, shall withhold from any and all compensation paid to\nand required to be paid to the Executive pursuant to this Agreement, all\nFederal, state, local and\/or other taxes which the Company determines are\nrequired to be withheld in accordance with applicable statutes or regulations\nfrom time to time in effect and all amounts required to be deducted in respect\nof the Executive's coverage under applicable employee benefit plans. For\npurposes of this Agreement and calculations hereunder, all such deductions and\nwithholdings shall be deemed to have been paid to and received by the Executive.\n\n\n         10. Entire Agreement.\n\n\n         This Agreement embodies the entire agreement of the parties with\nrespect to the Executive's employment and supersedes any other prior oral or\nwritten agreements, arrangements or understandings between the Executive and the\nCompany, 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         11. Waiver.\n\n         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\n         12. Governing Law; Jurisdiction.\n\n         This Agreement shall be subject to, and governed by, the laws of the\nState of New York applicable to contracts made and to be performed therein. Any\naction to enforce any of the provisions of this Agreement shall be brought in a\ncourt of the State of New York located in the Borough of Manhattan of the City\nof New York or in a Federal court located within the \n\n\n                                       14\n\nSouthern District of New York. The parties consent to the jurisdiction of such\ncourts and to the service of process in any manner provided by New York law.\nEach party irrevocably waives any objection which it may now or hereafter have\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         13. Assignability.\n\n         The obligations of the Executive may not be delegated and, except with\nrespect to the designation of beneficiaries in connection with any of the\nbenefits payable to the Executive hereunder, the Executive may not, without the\nCompany's written consent thereto, assign, transfer, convey, pledge, encumber,\nhypothecate or otherwise dispose of this Agreement or any interest herein. Any\nsuch attempted delegation or disposition shall be null and void and without\neffect. The Company and the Executive agree that this Agreement and all of the\nCompany's rights and obligations hereunder may be assigned or transferred by the\nCompany to and shall be assumed by and be binding upon any successor to the\nCompany. The term 'successor' means, with respect to the Company or any of its\nsubsidiaries, any corporation or other business entity which, by merger,\nconsolidation, purchase of the assets or otherwise acquires all or a material\npart of the assets of the Company.\n\n         14. Severability.\n\n         If any provision of this Agreement or any part thereof, including,\nwithout limitation, Sections 6 and 7 hereof, as applied to either party or to\nany circumstances shall be adjudged by a court of competent jurisdiction to be\nvoid or unenforceable, the same shall in no way affect any other provision of\nthis Agreement or remaining part thereof, which shall be given full effect\nwithout regard to the invalid or unenforceable part thereof, or the validity or\nenforceability of this Agreement.\n\n         If any court construes any of the provisions of Section 6 or 7 hereof,\nor any part thereof, to be unreasonable because of the duration of such\nprovision or the geographic scope thereof, \n\n\n                                       15\n\nsuch 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         15. Notices.\n\n         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                     The Company:\n\n                              The Estee Lauder Companies Inc.\n                              767 Fifth Avenue\n                              New York, New York  10153\n                              Tel:  (212) 572-4200\n                              Fax:  (212) 572- 6737\n                              Attn:  Senior Vice President - Human Resources\n\n\n         The Executive:\n\n\n                                       16\n\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         16. No Conflicts.\n\n         The Executive represents and warrants to the Company that his execution\nand delivery of this Agreement as of the date hereof, and his performance of\nservices under this Agreement and any other agreement to be delivered pursuant\nto this Agreement from and after the Effective Date hereof, will not (i) require\nthe consent, approval or action of any other person or (ii) violate, conflict\nwith or result in the breach of any of the terms of, or constitute (or with\nnotice or lapse of time or both, constitute) a default under, any agreement,\narrangement or understanding with respect to the Executive's employment to which\nthe Executive 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\n         17. Paragraph Headings.\n\n         The paragraph headings contained in this Agreement are for reference\npurposes only and shall not affect in any way the meaning or interpretation of\nthis Agreement.\n\n\n                                       17\n\n\n         18. Counterparts.\n\n         This Agreement may be executed in one or more counterparts, each of\nwhich shall be deemed to be an original, but all of which taken together shall\nconstitute 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\n                                                Title:  Senior Vice President - \n                                                Corporate Human Resources\n\n\n                                         \/s\/ Patrick Bousquet-Chavanne        \n                                         ---------------------------------------\n                                         Patrick Bousquet-Chavanne\n\n\n                                         Date:    September 1, 1998\n\n                                       18\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-39628","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\/39628","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=39628"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39628"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39628"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39628"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}