0000909518-11-000075 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 11th, 2011 • Estee Lauder Companies Inc • Perfumes, cosmetics & other toilet preparations

THIS AGREEMENT (“Agreement”), dated as of February 9, 2011, between THE ESTÉE LAUDER COMPANIES INC., a Delaware corporation (the “Company”), and FABRIZIO FREDA, a resident of New York, New York (the “Executive” or “you”),

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Market Share Unit Award Agreement Under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan (the “Plan”)
Fiscal 2002 Share Incentive Plan • February 11th, 2011 • Estee Lauder Companies Inc • Perfumes, cosmetics & other toilet preparations • New York

This MARKET SHARE UNIT AWARD AGREEMENT (“Agreement”) provides for the granting of market share unit awards by The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), to the participant, an employee of the Company or one of its subsidiaries (the “Participant”), representing the right to receive shares of the Company’s Class A Common Stock, par value $0.01 (the “Shares”), subject to the terms below (the “Market Share Units”). The name of the “Participant,” the “Grant Date,” the aggregate number of Shares that may be paid out and the Plan Achievement (as defined below) goals are stated in the attached “Notice of Grant,” and are incorporated by reference. The other terms of this Market Share Unit Award are stated in this Agreement and in the Plan, which is incorporated by reference and made a part hereof. Terms not defined in this Agreement are defined in the Plan, as amended.

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