{"id":39629,"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-ronald-s.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-the-estee-lauder-cos-inc-and-ronald-s","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-the-estee-lauder-cos-inc-and-ronald-s.html","title":{"rendered":"Employment Agreement &#8211; The Estee Lauder Cos. Inc. and Ronald S. Lauder"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n         AGREEMENT  (this  \"Agreement\"),  dated as of July 1, 2000,  between THE\nESTEE LAUDER COMPANIES INC., a Delaware corporation (the \"Company\"), and\nRONALD S. LAUDER, a resident of New York, New York (the \"Executive\").\n\n                                   WITNESSETH:\n\n         WHEREAS,  the Company and its subsidiaries  are principally  engaged in\nthe business of manufacturing, marketing and selling prestige skin care, makeup,\nhair care and fragrance products and related services (the \"Business\"); and\n\n         WHEREAS, the Company desires to retain the services of the Executive in\nthe  capacity  of  Chairman  of the  Board  of  Directors  of each  of  Clinique\nLaboratories,  Inc., a Delaware  corporation  and an indirect  subsidiary of the\nCompany (\"CLI\"),  and Estee Lauder  International,  Inc., a Delaware corporation\nand an indirect subsidiary of the Company (\"ELII\"), and the Executive desires to\nprovide  such  services  in such  capacities,  upon the terms and subject to the\nconditions hereinafter set forth; and\n\n         WHEREAS,  the  Compensation  Committee of the Board of Directors of the\nCompany (the \"Compensation Committee\") has approved the terms of this Agreement;\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 use its best  efforts  and  powers to\n     sustain and continue the Executive's election as a Director and as Chairman\n     of the Board of Directors of each of CLI and ELII for the period commencing\n     on July 1,  2000 and  ending  on June 30,  2005  unless  terminated  sooner\n     pursuant to Section 5 hereof (the \"Term of Employment\").\n\n\n                        2.      Duties and Extent of Services.\n\n          (a)  During  the Term of  Employment,  the  Executive  shall  serve as\n     Chairman of the Board of  Directors  of each of CLI and ELII,  and, in such\n     capacities,  shall render such services as customarily  are associated with\n     and incident to such positions,  and as the Company may, from time to time,\n     reasonably require of him consistent with such positions, all as consistent\n     with past practice.\n\n\n\n          (b)  During the Term of  Employment,  the  Company  shall use its best\n     efforts and powers to cause each of the  Company,  CLI and ELII to nominate\n     the  Executive  as a  management  nominee  for  each  of  their  Boards  of\n     Directors.  The Executive shall serve as a Director of the Company, CLI and\n     ELII if  elected to such  positions  in  accordance  with law and hold such\n     other positions and executives  offices of the Company and\/or of any of the\n     Company's subsidiaries or affiliates as may from time to time be authorized\n     by the Board of Directors of the Company,  provided that each such position\n     shall  be  commensurate  with  the  Executive's  standing  in the  business\n     community  as a  Director  of the  Company  and  Chairman  of the  Board of\n     Directors of each of CLI and ELII.  The Executive  shall not be entitled to\n     any  compensation  other  than the  compensation  provided  for  herein for\n     serving during the Term of Employment as a Director of the Company,  CLI or\n     ELII,  or in any other  office or  position  of the  Company  or any of its\n     subsidiaries  or  affiliates  unless the Board of  Directors of the Company\n     shall have specifically approved such additional compensation.\n\n          (c) The  Executive  shall  devote such time and effort as is necessary\n     and appropriate to faithfully,  competently  and diligently  perform to the\n     best of his  ability  all of the duties  required of him as Chairman of the\n     Board of Directors of each of CLI and ELII, consistent with past practice.\n\n          (d) In connection with his employment  hereunder,  the Executive shall\n     be provided with a full-time  secretary and the use of the office space set\n     forth on the floor plan  attached  hereto as Exhibit A and the  furnishings\n     currently  contained  therein.  If the Company shall relocate its executive\n     offices  or base of  operations,  the  Executive  shall  be  provided  with\n     comparable  support  services and office  facilities,  in terms of size and\n     location, to those provided for herein.\n\n                        3.          Compensation.\n\n          (a) Base Salary.  As full compensation for all services to be rendered\n     pursuant  to this  Agreement  and as payment  for the rights and  interests\n     granted by the  Executive  hereunder,  during the Term of  Employment,  the\n     Company shall pay or cause any of its  subsidiaries  to pay the Executive a\n     salary of $400,000 per annum (the \"Salary\"), payable in accordance with the\n     regular payroll policies of the Company in effect from time to time.\n\n          (b) Share  Incentive  Plan;  Stock  Options.  The  Executive  shall be\n     entitled to participate in the Company's  Fiscal 1999 Share  Incentive Plan\n     and any successor  plan in which senior  executive  officers of the Company\n     are eligible to participate  (the \"Share  Incentive Plan\") on the terms set\n     forth  therein.  Any awards  thereunder  shall be at the  discretion of the\n     Compensation Committee.\n\n                                      -2-\n\n                          \n                        4.          Benefits.\n\n          (a) Standard  Benefits.  During the Term of Employment,  the Executive\n     shall be entitled to (i)  participate in any and all insurance,  retirement\n     and health benefit  programs and arrangements now in effect and hereinafter\n     adopted and made generally available by the Company to its senior executive\n     officers,  including  but not  limited to The Estee  Lauder  Inc  Incentive\n     Thrift Plan (the \"Thrift Plan\"), the Estee Lauder Retirement Growth Account\n     Plan  (the  \"Qualified  Plan\"),  the  related  Estee  Lauder  Inc.  Benefit\n     Restoration   Plan   (the   \"Non-Qualified    Plan\"),    contributory   and\n     non-contributory  Company welfare and benefit plans,  disability plans, and\n     medical,  death  benefit and life  insurance  plans for which the Executive\n     shall be eligible,  or may become  eligible  during the Term of Employment;\n     (ii)  participate  in the  Company's  automobile  program now in effect and\n     hereinafter  adopted and  generally  made  available  by the Company to its\n     senior executive officers; and (iii) paid vacations during each year of the\n     Term of Employment in  accordance  with the policies and  procedures of the\n     Company as in effect from time to time for its senior executive officers.\n\n          (b) Expenses.  The  Corporation  agrees to reimburse the Executive for\n     all  reasonable  and  necessary  travel  (including  first class  airfare),\n     business entertainment, no-charge merchandise (consistent with prior years'\n     levels) and other  out-of-pocket  business expenses incurred or expended by\n     him in  connection  with  the  performance  of his  duties  hereunder  upon\n     presentation  of  proper  expense  statements  or  vouchers  or such  other\n     supporting  information  as  the  Company  may  reasonably  require  of the\n     Executive.\n\n                        5.       Termination.\n\n          (a) Permanent Disability.  In the event of the \"permanent  disability\"\n     (as  hereinafter  defined) of the Executive  during the Term of Employment,\n     the Company shall have the right, upon written notice to the Executive,  to\n     terminate the Executive's  employment hereunder,  effective upon the giving\n     of such notice (or such later date as shall be specified  in such  notice).\n     In the  event  of such  termination,  the  Company  shall  have no  further\n     obligations  hereunder,  except  the  Executive  shall be  entitled  (i) to\n     receive any amounts or benefits to which the Executive  may otherwise  have\n     been entitled to hereunder prior to the effective date of termination;  and\n     (ii) to be paid his Salary  under  Section  3(a) hereof for a period of two\n     (2) years from the effective date of termination;  provided,  however, that\n     the Company  shall only be  required  to pay the amount of the  Executive's\n     Salary  which  shall  not be  covered  by  pension  benefits  or  long-term\n     disability  payments,  if any, to the Executive  under any Company plans or\n     arrangements.  In addition, upon termination for permanent disability,  the\n     Executive's  rights to  participate  in any and all pension,  insurance and\n     other  benefit  plans and  programs of the Company,  or to receive  similar\n     coverage, if any, shall be as determined under such programs.  For purposes\n     of this paragraph,  \"permanent  disability\" means any disability as defined\n     under the Company's  applicable  disability insurance policy or, if no such\n     policy is available,  any physical or mental disability or incapacity which\n     renders the Executive  incapable of performing the services required of him\n     in accordance with his  obligations  under Section 2 hereof for a period of\n     six (6)  consecutive  months or for  shorter  periods  aggregating  six (6)\n     months during any twelve-month period.\n\n                                      -3-\n\n\n\n          (b) Death. In the event of the death of the Executive  during the Term\n     of  Employment,  the Company shall have no further  obligations  hereunder,\n     except to pay any amounts to which the Executive  otherwise would have been\n     entitled  to  hereunder  prior  to the date of his  death  or which  become\n     payable by reason of his death.\n\n          (c) Cause.  The Company shall have the right,  upon written  notice to\n     the Executive, to terminate the Executive's employment under this Agreement\n     for \"Cause\" (as  hereinafter  defined),  effective  upon the giving of such\n     notice (or such later date as shall be specified in such  notice),  and the\n     Company  shall have no  further  obligations  hereunder,  except to pay the\n     Executive any Salary otherwise  payable pursuant to Section 3(a) hereof and\n     provide the  Executive  any benefits to which the  Executive  may otherwise\n     have been entitled hereunder,  in each case, prior to the effective date of\n     termination.  The Executive's  right to participate in any of the Company's\n     retirement,  insurance  and other  benefit  plans and programs  shall be as\n     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 part of the\n     Executive  or material  breach by the  Executive of his  obligations  under\n     Section 6 or 7 hereof;\n\n          (ii)  conviction  of or the entry of a plea of nolo  contendere by the\n     Executive for any felony;\n\n          (iii) a material  breach of, or the willful  failure or refusal by the\n     Executive  to  perform  and  discharge,  his  duties,  responsibilities  or\n     obligations under this Agreement (other than under Sections 6 and 7 hereof,\n     which shall be  governed  by clause (i) above,  and other than by reason of\n     disability  or  death)  that  is not  corrected  within  thirty  (30)  days\n     following  written  notice  thereof to the  Executive by the Company,  such\n     notice to state  with  specificity  the  nature of the  breach,  failure or\n     refusal;   provided  that  if  such  breach,   failure  or  refusal  cannot\n     reasonably, be corrected within thirty (30) days of written notice thereof,\n     correction  shall be commenced by the Executive  within such period and may\n     be corrected within a reasonable period thereafter; or\n\n          (iv) any act of moral turpitude or willful misconduct by the Executive\n     which (A) is intended to result in substantial  personal  enrichment of the\n     Executive  at the  expense  of the  Company or any of its  subsidiaries  or\n     affiliates  or  (B)  has a  material  adverse  impact  on the  business  or\n     reputation of the Company or any of its  subsidiaries  or affiliates  (such\n     determination  to be made  by the  Board  of  Directors  in its  reasonable\n     judgment).\n\n                                      -4-\n\n\n\n          (d) Termination  Without Cause. The Company shall have the right, upon\n     sixty  (60) days'  written  notice  given to the  Executive,  to  terminate\n     Executive's  employment  for any  reason  whatsoever.  In the event of such\n     termination,  for a period ending on the first to occur of a date three (3)\n     years  from  the  effective  date of  termination  or June  30,  2005,  the\n     Executive  shall be entitled  as damages to (a)  receive  his Salary  under\n     Section 3(a) hereof; and (ii) participate in all insurance,  retirement and\n     health benefit plan programs or  arrangements  on terms  identical to those\n     applicable  to  other  senior  officers  of the  Company.  In the  event of\n     termination  pursuant to this Section  5(d),  the  Executive  shall have no\n     obligation to mitigate his damages.\n\n          (e)  Termination  by Executive.  The  Executive  shall have the right,\n     exercisable  at any time during the Term of  Employment,  to terminate  his\n     employment for any reason whatsoever, upon six (6) months written notice to\n     the Company.  In such event, the Company shall have no further  obligations\n     hereunder.\n\n          (f) Effect of  Termination.  Upon the  termination of the  Executive's\n     employment  hereunder  for any reason,  the  Company  shall have no further\n     obligations hereunder,  except as otherwise provided herein. The Executive,\n     however,  shall continue to have the obligations provided for in Sections 6\n     and 7. Furthermore, upon such termination, the Executive shall be deemed to\n     have resigned immediately from all directorships and offices held by him in\n     either the  Company,  CLI or ELII or any of their  subsidiaries;  provided,\n     however,  that  the  Executive's  directorship  in  the  Company  shall  be\n     controlled by that certain  Stockholders'  Agreement,  dated as of November\n     22, 1995,  as amended,  by and among the Company,  the  Executive,  and the\n     other persons or entities party thereto,  as it may be amended from time to\n     time (the \"Stockholders' Agreement\").\n\n                        6.  Confidential Ownership.\n\n          (a) The Executive  agrees that he shall forever keep secret and retain\n     in  strictest  confidence  and  not  divulge,  disclose,  discuss,  copy or\n     otherwise use or suffer to be used in any manner, except in connection with\n     the Business of the Company and the  businesses of any of its  subsidiaries\n     or affiliates,  any \"Protected Information\" in any \"Unauthorized\" manner or\n     for any  Unauthorized  purpose  (as such  terns are  hereinafter  defined).\n     Furthermore,  the  Executive  acknowledges  that he has no right to use the\n     \"Lauder\" name, or any variation,  combination or derivation thereof, in the\n     fragrance,  make-up,  skin care or other personal care products businesses,\n     or in any such way that would likely cause  confusion with the Company's or\n     any of its subsidiaries' products.\n\n          (i)  \"Protected  Information\"  means trade  secrets,  confidential  or\n     proprietary  information and all other  knowledge,  know-how,  information,\n     documents or materials owned,  developed or possessed by the Company or any\n     of its subsidiaries or affiliates,  whether in tangible or intangible form,\n     pertaining  to the Business of the Company or the  businesses of any of its\n     subsidiaries  or affiliates,  including,  but not limited to,  research and\n     development   operations,   systems,  data  bases,  computer  programs  and\n     software,   designs,  models,   operating  procedures,   knowledge  of  the\n     organization,   products  (including  prices,  costs,  sales  or  content),\n     processes,   formulas,   techniques,    machinery,   contracts,   financial\n     information  or measures,  business  methods,  business  plans,  details of\n     consultant contracts, new personnel acquisition plans, business acquisition\n     plans, customer lists, business  relationships and other information owned,\n     developed or possessed by the Company or its  subsidiaries  or  affiliates,\n     except as required in the course of performing duties  hereunder;  provided\n     that  Protected  Information  shall not include  information  that  becomes\n     generally  known to the  public  or the  trade  without  violation  of this\n     Section 6.\n\n                                      -5-\n\n\n          (ii)  \"Unauthorized\"  means:  (A) in  contravention of the policies or\n     procedures of the Company or any of its  subsidiaries  or  affiliates;  (B)\n     otherwise inconsistent with the measures taken by the Company or any of its\n     subsidiaries  or  affiliates  to protect  their  interests in any Protected\n     Information;  (C) in contravention of any lawful  instruction or directive,\n     either  written  or  oral,  of an  employee  of the  Company  or any of its\n     subsidiaries  or  affiliates   empowered  to  issue  such   instruction  or\n     directive;  or (D) in  contravention  of any  duty  existing  under  law or\n     contract.  Notwithstanding  anything  to the  contrary  contained  in  this\n     Section 6, the  Executive  may disclose any  Protected  Information  to the\n     extent required by court order or decree or by the rules and regulations of\n     a governmental  agency or as otherwise  required by law;  provided that the\n     Executive  shall  provide the Company with prompt  notice of such  required\n     disclosure in advance  thereof so that the Company may seek an  appropriate\n     protective order in respect of such required disclosure.\n\n          (b) The  Executive  acknowledges  that  all  developments,  including,\n     without  limitation,  inventions  (patentable or  otherwise),  discoveries,\n     formulas, improvements,  patents, trade secrets, designs, reports, computer\n     software, flow charts and diagrams, procedures, data, documentation,  ideas\n     and writings and  applications  thereof relating to the Business or planned\n     business  of the Company or any of its  subsidiaries  or  affiliates  that,\n     alone or jointly with others,  the Executive may  conceive,  create,  make,\n     develop,  reduce to  practice  or  acquire  during  the Term of  Employment\n     (collectively, the \"Developments\") are works made for hire and shall remain\n     the sole and  exclusive  property of the Company and the  Executive  hereby\n     assigns to the  Company,  in  consideration  of the  payments  set forth in\n     Section  3(a)  hereof,  all of his right,  title and interest in and to all\n     such  Developments.  The Executive  shall  promptly and fully  disclose all\n     future material  Developments to the Board of Directors of the Company and,\n     at any time upon request and at the expense of the Company,  shall execute,\n     acknowledge  and deliver to the Company  all  instruments  that the Company\n     shall prepare,  give evidence and take all other actions that are necessary\n     or desirable in the reasonable opinion of the Company to enable the Company\n     to file and prosecute applications for and to acquire, maintain and enforce\n     all letters,  patent and trademark registrations or copyrights covering the\n     Developments in all countries in which the same are deemed necessary by the\n     Company. All memoranda,  notes, lists, drawings,  records,  files, computer\n     tapes,  programs,  software,  source and  programming  narratives and other\n     documentation (and all copies thereof) made or compiled by the Executive or\n     made available to the Executive  concerning the  Developments  or otherwise\n     concerning  the  Business or planned  business of the Company or any of its\n     subsidiaries  or  affiliates  shall be the  property of the Company or such\n     subsidiaries  or  affiliates  and shall be delivered to the Company or such\n     subsidiaries  or affiliates  promptly upon the expiration or termination of\n     the Term of Employment.\n\n                                      -6-\n\n\n          (c) The provisions of this Section 6 shall,  without any limitation as\n     to  time,   survive  the  expiration  or  termination  of  the  Executive's\n     employment hereunder, irrespective of the reason for any termination.\n\n          7.  Covenant  Not to  Compete.  Subject to the last  sentence  of this\n     Section 7, the Executive  agrees that during the Term of Employment and for\n     a period of two (2) years  commencing upon the expiration or termination of\n     the Executive's employment hereunder,  the Executive shall not, directly or\n     indirectly, without the prior written consent of the Company:\n\n          (a)  solicit,  entice,  persuade or induce any  employee,  consultant,\n     agent  or  independent   contractor  of  the  Company  or  of  any  of  its\n     subsidiaries  or  affiliates to terminate  his or her  employment  with the\n     Company or such subsidiary or affiliate,  to become employed by any person,\n     firm or corporation  other than the Company or such subsidiary or affiliate\n     or approach any such employee,  consultant, agent or independent contractor\n     for any of the foregoing purposes,  or authorize or assist in the taking of\n     any such actions by any third party (for purposes of this Section 7(a), the\n     terms \"employee,\"  \"consultant,\" \"agent\" and \"independent contractor\" shall\n     include any persons  with such status at any time during the six (6) months\n     preceding any solicitation in question); or\n\n          (b) directly or indirectly engage,  participate, or make any financial\n     investment  in, or become  employed  by or render  consulting,  advisory or\n     other  services to or for any person,  firm,  corporation or other business\n     enterprise,  wherever located, which is engaged, directly or indirectly, in\n     competition   with  the  Company's   Business  or  the  businesses  of  its\n     subsidiaries  or  affiliates  as conducted  or any business  proposed to be\n     conducted at the time of the expiration or  termination of the  Executive's\n     employment hereunder;  provided, however, that nothing in this Section 7(b)\n     shall be construed to preclude the Executive from making any investments in\n     the  securities  of any  business  enterprise  whether  or not  engaged  in\n     competition with the Company or any of its  subsidiaries or affiliates,  to\n     the  extent  that  such  securities  are  actively  traded  on  a  national\n     securities exchange or in the over-the-counter  market in the United States\n     or on any  foreign  securities  exchange  and  represent,  at the  time  of\n     acquisition,  not  more  than  30% of the  aggregate  voting  power of such\n     business enterprise.\n\n          Notwithstanding  the foregoing,  the Executive shall not be subject to\n     the terms and  provisions of paragraph (b) of this Section 7 if the Term of\n     Employment is terminated pursuant to Section 5(d) hereof.\n\n                                      -7-\n\n\n          8. Specific Performance.  The Executive acknowledges that the services\n     to be rendered by the Executive are of a special,  unique and extraordinary\n     character and, in connection  with such  services,  the Executive will have\n     access to confidential  information vital to the Company's Business and the\n     businesses  of its  subsidiaries  and  affiliates.  By reason of this,  the\n     Executive  consents  and agrees that if the  Executive  violates any of the\n     provisions of Sections 6 or 7 hereof,  the Company and its subsidiaries and\n     affiliates would sustain irreparable injury and that monetary damages would\n     not provide  adequate  remedy to the Company and that the Company  shall be\n     entitled to have Section 6 or 7  specifically  enforced by any court having\n     equity  jurisdiction.  Nothing  contained  herein  shall  be  construed  as\n     prohibiting  the  Company or any of its  subsidiaries  or  affiliates  from\n     pursuing any other  remedies  available to it for such breach or threatened\n     breach, including the recovery of damages from the Executive.\n\n          9. Deductions and  Withholding.  The Executive agrees that the Company\n     or its subsidiaries or affiliates,  as applicable,  shall withhold from any\n     and all  compensation  paid  to and  required  to be paid to the  Executive\n     pursuant to this Agreement,  all Federal,  state,  local and\/or other taxes\n     which the Company determines are required to be withheld in accordance with\n     applicable  statutes  or  regulations  from time to time in effect  and all\n     amounts  required  to be deducted  in respect of the  Executive's  coverage\n     under applicable employee benefit plans. For purposes of this Agreement and\n     calculations  hereunder,  all such  deductions  and  withholdings  shall be\n     deemed to have been paid to and received by the Executive.\n\n          10. Entire  Agreement.  Except for the  Stockholders'  Agreement,  the\n     Share Incentive Plan,  outstanding stock option agreements,  existing split\n     dollar life  insurance  and  deferred  compensation  arrangements,  and the\n     Thrift Plan, Qualified Plan, Non-Qualified Plan and the other benefit plans\n     referred  to in  Section 4  hereof,  this  Agreement  embodies  the  entire\n     agreement  of the  parties  with  respect  to the  Executive's  employment,\n     compensation,  perquisites and related items and supersedes any other prior\n     oral or written  agreements,  arrangements  or  understandings  between the\n     Executive and the Company or any of its subsidiaries or affiliates, and any\n     such prior agreements, arrangements or understandings are hereby terminated\n     and of no further  effect.  This Agreement may not be changed or terminated\n     orally but only by an agreement in writing signed by the parties hereto.\n\n          11. Waiver.  The waiver by the Company of a breach of any provision of\n     this  Agreement  by the  Executive  shall not operate or be  construed as a\n     waiver of any  subsequent  breach by him. The waiver by the  Executive of a\n     breach of any provision of this  Agreement by the Company shall not operate\n     or be construed as a waiver of any subsequent breach by the Company.\n\n                       12. Governing Law; Jurisdiction.\n\n          (a) This  Agreement  shall be subject to, and governed by, the laws of\n     the State of New York  applicable  to  contracts  made and to be  performed\n     therein.\n\n                                      -8-\n\n\n          (b) Any  action to enforce  any of the  provisions  of this  Agreement\n     shall be brought in a court of the State of New York located in the Borough\n     of Manhattan of the City of New York or in a Federal court  located  within\n     the Southern  District of New York. The parties consent to the jurisdiction\n     of such carts and to the  service of process in any manner  provided by New\n     York law. Each party  irrevocably  waives any objection which it may now or\n     hereafter  have to the  laying  of the  venue of any such  suit,  action or\n     proceeding  brought in such  court and any claim that such suit,  action or\n     proceeding  brought in such court has been brought in an inconvenient forum\n     and  agrees  that  service  of process  in  accordance  with the  foregoing\n     sentences  shall be deemed in every respect  effective  and valid  personal\n     service of process upon such party.\n\n          13.  Assignability.  The  obligations  of  the  Executive  may  not be\n     delegated and, except with respect to the designation of  beneficiaries  in\n     connection with any of the benefits payable to the Executive hereunder, the\n     Executive may not, without the Company's  written consent thereto,  assign,\n     transfer,  convey,  pledge,  encumber,  hypothecate or otherwise dispose of\n     this Agreement or any interest  herein.  Any such  attempted  delegation or\n     disposition shall be null and void and without effect.  The Company and the\n     Executive  agree that this  Agreement and all of the  Company's  rights and\n     obligations  hereunder may be assigned or transferred by the Company to and\n     shall be assumed by and be binding upon any  successor to the Company.  The\n     term  \"successor\"  means,  with  respect  to  the  Company  or  any  of its\n     subsidiaries,  any  corporation or other business  entity which, by merger,\n     \"consolidation,  purchase  of the  assets or  otherwise  acquires  all or a\n     material part of the assets of the Company.\n\n          14.  Severability.  If any  provision  of this  Agreement  or any part\n     thereof, including, without limitation, Sections 6 and 7 hereof, as applied\n     to either  party or to any  circumstances  shall be  adjudged by a court of\n     competent  jurisdiction to be void or  unenforceable,  the same shall in no\n     way affect any other provision of this Agreement or remaining part thereof,\n     which  shall  be  given  full  effect  without  regard  to the  invalid  or\n     unenforceable  part  thereof,  or the  validity or  enforceability  of this\n     Agreement.\n\n          If any court construes any of the provisions of Section 6 or 7 hereof,\n     or any part  thereof,  to be  unreasonable  because of the duration of such\n     provision  or the  geographic  scope  thereof,  such  court may  reduce the\n     duration or restrict or redefine the geographic scope of such provision and\n     enforce such provision as so reduced, restricted or redefined.\n\n                                      -9-\n\n\n          15. Notices.  All notices to the Company or the Executive permitted or\n     required  hereunder shall be in writing and shall be delivered  personally,\n     by telecopier or by courier service providing for next-day delivery or sent\n     by registered or certified mail, return receipt requested, to the following\n     addresses:\n\n                           The Company:\n\n                                    The Estee Lauder Companies Inc.\n                                    767 Fifth Avenue\n                                    New York, New York 10153\n                                    Attn: Chief Executive Officer\n                                    Tel: (212) 572-4200\n                                    Fax: (212) 572-6745\n\n                                    with a copy to:\n\n                                            Weil, Gotshal &amp; Manges LLP\n                                            767 Fifth Avenue\n                                            New York, New York 10153\n                                            Attn: Jeffrey J. Weinberg, Esq.\n                                            Tel: (212) 310-8000\n                                            Fax: (212) 310-8007\n\n                           The Executive:\n\n                                    Ronald S. Lauder\n                                    767 Fifth Avenue\n                                    New York, New York 10153\n                                    Tel: (212) 572-4211\n                                    Fax: (212) 572-4046\n\n                                    with a copy to:\n\n                                            Debevoise &amp; Plimpton\n                                            875 Third Avenue\n                                            New York, New York 10022\n                                            Attn: Louis Begley, Esq.\n                                            Tel: (212) 909-6000\n                                            Fax: (212) 909-6836\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\n                                      -10-\n\n\n          16. No Conflicts.  The Executive hereby represents and warrants to the\n     Company that his execution,  delivery and performance of this Agreement and\n     any other agreement to be delivered pursuant to this Agreement will not (i)\n     require  the  consent,  approval  or  action  of any  other  person or (ii)\n     violate,  conflict  with or result in the breach of any of the terms of, or\n     constitute (or with notice or lapse of time or both,  constitute) a default\n     under,  any  agreement,  arrangement or  understanding  with respect to the\n     Executive's  employment  to which the  Executive is a party or by which the\n     Executive is bound or subject. The Executive hereby agrees to indemnify and\n     hold harmless the Company,  its  directors,  officers,  employees,  agents,\n     representatives and affiliates (and such affiliates'  directors,  officers,\n     employees, agents and representatives) from and against any and all losses,\n     liabilities  or  claims  (including,  interest,  penalties  and  reasonable\n     attorneys' fees,  disbursements  and related charges) based upon or arising\n     out of the Executive's breach of any of the foregoing  representations  and\n     warranties.\n\n          17.  Effective  Date. This Agreement shall be effective as of the date\n     and year first written above.\n\n          18.  Paragraph  Headings.  The  paragraph  headings  contained in this\n     Agreement are for  reference  purposes only and shall not affect in any way\n     the meaning or interpretation of this Agreement.\n\n          19.  Counterparts.  This  Agreement  may be  executed  in one or  more\n     counterparts,  each of which shall be deemed to be an original,  but all of\n     which taken together shall constitute one and the same instrument.\n\n          IN  WITNESS  WHEREOF,  the  parties  hereto  have duly  executed  this\n     Agreement as of the date first written above.\n\n\n                          THE ESTEE LAUDER COMPANIES INC.\n\n\n                          \n\n                          By:  \/s\/Andrew J. Cavanaugh\n                               ----------------------\n                          Name:  Andrew J. Cavanaugh\n                          Title: Senior Vice President - Global Human Resources\n\n\n\n\n                               \/s\/Ronald S. Lauder\n                               -------------------\n                                 RONALD S. LAUDER\n\n\n                                    \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-39629","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\/39629","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=39629"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39629"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39629"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39629"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}