0001104659-04-026881 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 3rd, 2004 • Estee Lauder Companies Inc • Perfumes, cosmetics & other toilet preparations

THIS AGREEMENT (the “Agreement”), dated as of January 1, 2003, between THE ESTÉE LAUDER COMPANIES INC., a Delaware corporation (the “Company”), and PHILIP A. SHEARER, a resident of New York, New York (the “Executive” or “you”).

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Form of Stock Option Agreement
Stock Option Agreement • September 3rd, 2004 • Estee Lauder Companies Inc • Perfumes, cosmetics & other toilet preparations • New York

This STOCK OPTION AGREEMENT provides for the granting of Stock Options (“Options”) 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 “Employee”), to purchase shares of the Company’s Class A Common Stock, par value $0.01 (the “Shares”), on the terms and subject to the conditions hereinafter provided. The Stock Options described herein are being granted pursuant to the Company’s Fiscal 1999 Share Incentive Plan, as may be amended from time to time (the “Plan”), and are subject in all respects to the provisions of the Plan. The Stock Options granted hereunder are not Incentive Stock Options (as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended).

FORM OF OPTION AGREEMENT Between The Estee Lauder Companies Inc. And [Name of Optionee] and dated as of ,
Option Agreement • September 3rd, 2004 • Estee Lauder Companies Inc • Perfumes, cosmetics & other toilet preparations • New York

The within OPTION AGREEMENT dated as of , , (the “Grant Date”) provides for the granting of options by The Estee Lauder Companies Inc., a Delaware corporation (the “Company”), to [name of optionee], an employee of the Company (the “Employee”) to purchase shares of the Company’s Class A Common Stock, par value $.01 per share (the “Shares”), on the terms and subject to the conditions hereinafter provided.

Form of Stock Option Agreement for Annual Stock Options
Stock Option Agreement • September 3rd, 2004 • Estee Lauder Companies Inc • Perfumes, cosmetics & other toilet preparations • New York

This STOCK OPTION AGREEMENT provides for the granting of Stock Options (“Options”) by The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), to the participant, a Non-Employee Director of the Company (a “Non-Employee Director”), to purchase shares of the Company’s Class A Common Stock, par value $0.01 (the “Shares”), on the terms and subject to the conditions hereinafter provided. The Stock Options described herein are being granted pursuant to Section 6(a) of the Company’s Non-Employee Director Share Incentive Plan, as may be amended or restated from time to time (the “Plan”), and are subject in all respects to the provisions of the Plan. The Stock Options granted hereunder are not Incentive Stock Options (as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”)). This Stock Option Agreement incorporates and is subject to all terms, conditions, limitations and restrictions contained in the Plan, which shall be controlling in the even

Form of Stock Option Agreement for Elective Stock Options
Stock Option Agreement • September 3rd, 2004 • Estee Lauder Companies Inc • Perfumes, cosmetics & other toilet preparations • New York

This STOCK OPTION AGREEMENT provides for the granting of Stock Options (“Options”) by The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), to the participant, a Non-Employee Director of the Company (a “Non-Employee Director”), to purchase shares of the Company’s Class A Common Stock, par value $0.01 (the “Shares”), on the terms and subject to the conditions hereinafter provided. The Stock Options described herein are being granted pursuant to Section 8(e) of the Company’s Non-Employee Director Share Incentive Plan, as may be amended or restated from time to time (the “Plan”), and are subject in all respects to the provisions of the Plan. The Stock Options granted hereunder are not Incentive Stock Options (as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”)). This Stock Option Agreement incorporates and is subject to all terms, conditions, limitations and restrictions contained in the Plan, which shall be controlling in the even

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