ESTEE LAUDER COMPANIES INC (Form: 8-K, Received: 02/27/2013)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act 1934

Date of Report (Date of earliest event reported)

February 25, 2013

The Estée Lauder Companies Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-14064		11-2408943
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

767 Fifth Avenue, New York, New York		10153
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

212-572-4200

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.02(e)

Compensatory Arrangements of Certain Officers

On February 25, 2013, The Estée Lauder Companies Inc. (the “Company”) entered into amendments to the employment agreements with William P. Lauder, Fabrizio Freda, John Demsey and Cedric Prouvé. Each amendment provides for (a) the requirement in the definition of “Cause” as it relates to failure to follow a lawful directive that such lawful directive must be “material,” and (b) the ability of the executive officer to receive amounts due to him and pay the excise tax that may apply to the payments deemed to be parachute payments subject to excise tax under Section 4999 of the Internal Revenue Code rather than be subject to the reduction in such payments so that the excise tax would not be applicable.

Mr. Freda’s amendment also provides (a) that a material reduction in Mr. Freda’s aggregate annual target compensation shall be a “material breach” under his employment agreement if it remains uncured, which would allow him to terminate his employment and receive payments as if he was terminated without cause and (b) for an amendment to certain of his stock option agreements so that those agreements now provide that if Mr. Freda is terminated without cause, stock options granted to him that are not yet exercisable shall become exercisable upon termination and that in respect of all then unexercised stock options he shall have until the end of the remaining term to exercise such options, subject to the applicable post-termination provision against competition without the consent of the Company or conducting himself in a manner adversely affecting the Company.

The above brief description of the material terms of the amendments is qualified by reference to the texts of the amendments which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated herein by reference.

ITEM 9.01

Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Amendment, dated as of February 25, 2013, to Employment Agreement with William P. Lauder
10.2	Amendment, dated as of February 25, 2013, to Employment Agreement and Stock Option Agreements with Fabrizio Freda
10.3	Amendment, dated as of February 25, 2013, to Employment Agreement with John Demsey
10.4	Amendment, dated as of February 25, 2013, to Employment Agreement with Cedric Prouvé

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE ESTĒE LAUDER COMPANIES INC.


Date: February 26, 2013	By:	/s/ Spencer G. Smul
		Name:	Spencer G. Smul
		Title:	Senior Vice President, Deputy General Counsel and Secretary

THE ESTEE LAUDER COMPANIES INC.

EXHIBIT INDEX

Exhibit No.	Description

10.1	Amendment, dated as of February 25, 2013, to Employment Agreement with William P. Lauder
10.2	Amendment, dated as of February 25, 2013, to Employment Agreement and Stock Option Agreements with Fabrizio Freda
10.3	Amendment, dated as of February 25, 2013, to Employment Agreement with John Demsey
10.4	Amendment, dated as of February 25, 2013, to Employment Agreement with Cedric Prouvé

Amendment to Employment Agreement

THIS AMENDMENT (“Amendment”), dated as of February 25, 2013, to the Employment Agreement, dated as of September 13, 2010 (the “Agreement”), between The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), and William P. Lauder, a resident of New York, New York (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Executive and the Company are parties to the Agreement;

WHEREAS, the Company and the Executive wish to amend the Agreement to reflect the mutually agreed upon changes;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations hereinafter set forth, the parties hereto, intending to be legally bound, hereby agree to amend the Agreement as follows:

1.	Effectiveness. All changes to the Agreement set forth in this Amendment shall be effective as of the date hereof.

Definition of Cause. Paragraph 6(d)(iv) of the Agreement shall be amended to read as follows: “The Executive’s failure to follow a material lawful directive of the Board of Directors of the Company that is within the scope of the Executive’s duties for a period of ten (10) business days after notice from the Board of Directors of the Company specifying the performance required;”

3.	Certain Limitation. Paragraph 6(h) of the Agreement shall be replaced as follows:

determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of Code; (D) “Reduced Amount” shall mean the amount that (1) has a Present Value that is less than the Present Value of all Payments (without application of this Section 6(h)) and (2) results in aggregate Net After-Tax Receipts for all such Payments (after application of this Section 6(h)) that are greater than the Net After-Tax Receipts for all such Payments would have been made if this Section 6(h) were not applied; and (E) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(ii) Anything in the Agreement to the contrary notwithstanding, in the event that a nationally recognized certified public accounting firm (other than the firm serving as the Company’s independent auditor) as may be designated by the Executive (the “Accountants”) determine that receipt of all Payments would subject the Executive to tax under Section 4999 of the Code, the Accountants shall determine whether some amount of Payments meets the definition of “Reduced Amount.” If the Accountants determine that there is a Reduced Amount, then the aggregate Payments shall be reduced to such Reduced Amount.

(iiii) If the Accountants determine that aggregate Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof, and the Executive may then elect, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Payments equals the Reduced Amount), and shall advise the Company in writing of his election within ten (10) days of his receipt of notice; provided, that the Executive shall not be permitted to elect to reduce any Payment that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code. If no such election is made by the Executive within such ten-day period, the Company shall reduce the Payments in the following order: (1) by reducing amounts payable pursuant to Section 6(c)(iv) of the Agreement, then (2) by reducing amounts payable pursuant to Section 6(c)(vi) of the Agreement, then (3) by reducing amounts payable pursuant to Section 6(c)(v) of the Agreement, then (4) by reducing the amount payable pursuant to Section 6(c)(iii) of the Agreement, and then (5) by reducing amounts payable to the Executive pursuant to the Company’s Amended and Restated Fiscal 2002 Share Incentive Plan, and any award agreement thereunder by and between the Executive and the Company. All determinations made by the Accountants under this Section shall be binding upon the Company and the Executive and shall be made within sixty (60) days of a termination of employment of the Executive. As promptly as

practicable following such determination, the Company shall pay to or distribute for the benefit of the Executive such Payments as are then due to the Executive and shall promptly pay to or distribute for the benefit of the Executive in the future such Payments as become due to the Executive.

(iv) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accountants hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which the Accountants believe has a high probability of success determine that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan to the Executive which the Executive shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by the Executive to the Company if and to the extent such deemed loan and payment would (A) violate Section 402 of the Sarbanes-Oxley Act of 2002, or (B) not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(v) All fees and expenses of the Accountants in implementing the provisions of this Section 6(h) shall be borne by the Company.

(vi) Subject to the foregoing provisions of this Subsection 6(h), in the event that any Payments are to be reduced pursuant to this Section 6(h), such Payments shall be reduced such that the reduction of compensation to be provided to the Executive as a result of this Section 6(h) is minimized. In applying this principle,

the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code.“

a.	Except as provided above, all other terms and conditions of the Agreement shall remain the same.

b.	All paragraph references are to the Sections of the Agreement.

c.	Capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Agreement except to the extent the term is modified herein.

d.	This Amendment shall be subject to, and governed by, the laws of the State of New York applicable to contracts made and to be performed therein.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above.

	THE ESTÉE LAUDER COMPANIES INC.


/s/ William P. Lauder	By:	/s/ Amy DiGeso
William P. Lauder		Name:	Amy DiGeso
		Title:	Executive Vice President – Global Human Resources

Amendment to Employment Agreement and Stock Option Agreements

THIS AMENDMENT (“Amendment”), dated as of February 25, 2013, to the Employment Agreement, dated as of February 9, 2011 (the “Agreement”), between The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), and Fabrizio Freda, a resident of New York, New York (the “Executive”) and to the Stock Option Agreements under The Estée Lauder Companies Inc. Amended and Restated Fiscal 2002 Share Incentive Plan and the corresponding Notices of Grants dated as of September 11, 2008, September 2, 2009, September 1, 2010 and September 1, 2011 (collectively, the “Stock Option Agreements”) between the Company and the Executive.

W I T N E S S E T H:

WHEREAS, the Executive and the Company are parties to the Agreement and the Stock Option Agreements;

WHEREAS, the Company and the Executive wish to amend the Agreement and the Stock Option Agreements to reflect the mutually agreed upon changes;

1.	Effectiveness. All changes to the Agreement and the Stock Option Agreements set forth in this Amendment shall be effective as of the date hereof.

Termination by Executive for Material Breach. Paragraph 6(f) of the Agreement shall be amended to provide that the second sentence reads as follows: “For purposes of this Section 6(f), a material breach shall only be, (i) a material reduction in the Executive’s authority, functions, duties or responsibilities provided in Section 2 hereof, (ii) a material reduction in the Executive’s total aggregate annual target compensation effective July 1, 2012, as set pursuant to Sections 3 (a) and (b) and Section 4(c) hereof, but in no event if the reduction is occasioned as result of similar reductions to executive officers and/or employees generally or (iii) the Company's failure to pay any award that the Executive is entitled to receive pursuant to the terms of this Agreement.”

3.	Definition of Cause. Paragraph 6(d)(iv) of the Agreement shall be amended to read as follows: “The Executive’s failure to follow a material lawful directive of the Executive Chairman or the Board of Directors of the Company that is within the scope of the Executive’s

duties for a period of ten (10) business days after notice from the Executive Chairman of the Company specifying the performance required;”

4.	Certain Limitation. Paragraph 6(h) of the Agreement shall be replaced as follows:

“(i) For purposes of this Section 6(h), (A) a “Payment” means any payment or distribution in the nature of compensation to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise; (B) “Net After-Tax Receipt” shall mean the Present Value of a Payment net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to the Executive’s taxable income for the immediately preceding taxable year, or such other rate(s) as the Executive shall certify, in the Executive’s sole discretion, as likely to apply to the Executive in the relevant tax year(s); (C) “Present Value” shall mean such value determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of Code; (D) “Reduced Amount” shall mean the amount that (1) has a Present Value that is less than the Present Value of all Payments (without application of this Section 6(h)) and (2) results in aggregate Net After-Tax Receipts for all such Payments (after application of this Section 6(h)) that are greater than the Net After-Tax Receipts for all such Payments would have been made if this Section 6(h) were not applied; and (E) “Code” shall mean the Internal Revenue Code of 1986, as amended.

Value of the aggregate Payments equals the Reduced Amount), and shall advise the Company in writing of his election within ten (10) days of his receipt of notice; provided, that the Executive shall not be permitted to elect to reduce any Payment that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code. If no such election is made by the Executive within such ten-day period, the Company shall reduce the Payments in the following order: (1) by reducing amounts payable pursuant to Section 6(c)(iv) of the Agreement, then (2) by reducing amounts payable pursuant to Section 6(c)(vi) of the Agreement, then (3) by reducing amounts payable pursuant to Section 6(c)(v) of the Agreement, then (4) by reducing the amount payable pursuant to Section 6(c)(iii) of the Agreement, and then (5) by reducing amounts payable to the Executive pursuant to the Company’s Amended and Restated Fiscal 2002 Share Incentive Plan, and any award agreement thereunder by and between the Executive and the Company. All determinations made by the Accountants under this Section shall be binding upon the Company and the Executive and shall be made within sixty (60) days of a termination of employment of the Executive. As promptly as practicable following such determination, the Company shall pay to or distribute for the benefit of the Executive such Payments as are then due to the Executive and shall promptly pay to or distribute for the benefit of the Executive in the future such Payments as become due to the Executive.

Company if and to the extent such deemed loan and payment would (A) violate Section 402 of the Sarbanes-Oxley Act of 2002, or (B) not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accountants, based upon controlling precedent or substantial authority, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

(v) All fees and expenses of the Accountants in implementing the provisions of this Section 6(h) shall be borne by the Company.

Addition of Termination without Cause to Section 2(c) of the Stock Option Agreements: The first sentence of Section 2(c) of the Stock Option Agreements shall be amended to read as follows: “Retirement or Termination without Cause: Subject to Section 3, if the Employee formally retires under the terms of the Estée Lauder Inc. Retirement Growth Account Plan (or an affiliate or a successor plan or a program of similar purpose) or if the Employee is terminated at the instance of the Company or relevant subsidiary without Cause (as defined below in Section 2(d)(2)), each Stock Option awarded but not yet exercisable as of the date of retirement or said termination will become immediately exercisable.”

Removal of Termination without Cause from Section 2(d) of the Stock Option Agreements: The first sentence of Section 2(d)(2) of the Stock Option Agreements shall be amended to read as follows: “Subject to Section 3, if the Employee terminates his employment for Good Reason (as defined below) after a Change in Control, each Stock Option awarded but not yet exercisable as of the date of termination will become immediately exercisable.”

a.	Except as provided above, all other terms and conditions of the Agreement or the Stock Option Agreement shall remain the same.

b.	All paragraph references are to the Sections of the Agreement or the Stock Option Agreement, as the case may be.

c.	Capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Agreement or the Stock Option Agreements, as the case may be, except to the extent the term is modified herein.

d.	This Amendment shall be subject to, and governed by, the laws of the State of New York applicable to contracts made and to be performed therein.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above.

	THE ESTÉE LAUDER COMPANIES INC.


/s/ Fabrizio Freda	By:	/s/ Amy DiGeso
Fabrizio Freda		Name:	Amy DiGeso
		Title:	Executive Vice President – Global Human Resources

EXHIBIT 10.3

Amendment to Employment Agreement

THIS AMENDMENT (“Amendment”), dated as of February 25, 2013, to the Employment Agreement, dated as of September 22, 2010 (the “Agreement”), between The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), and John Demsey, a resident of New York, New York (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Executive and the Company are parties to the Agreement;

WHEREAS, the Company and the Executive wish to amend the Agreement to reflect the mutually agreed upon changes;

1.	Effectiveness. All changes to the Agreement set forth in this Amendment shall be effective as of the date hereof.

Definition of Cause. Paragraph 6(d)(iv) of the Agreement shall be amended to read as follows: “The Executive’s failure to follow a material lawful directive of the President and Chief Executive Officer or the Board of Directors of the Company that is within the scope of the Executive’s duties for a period of ten (10) business days after notice from the President and Chief Executive Officer or the Board of Directors of the Company specifying the performance required;”

3.	Certain Limitation. Paragraph 6(h) of the Agreement shall be replaced as follows:

relevant tax year(s); (C) “Present Value” shall mean such value determined in accordance with Sections 280G(b)(2)(A)(ii) and 280G(d)(4) of Code; (D) “Reduced Amount” shall mean the amount that (1) has a Present Value that is less than the Present Value of all Payments (without application of this Section 6(h)) and (2) results in aggregate Net After-Tax Receipts for all such Payments (after application of this Section 6(h)) that are greater than the Net After-Tax Receipts for all such Payments would have been made if this Section 6(h) were not applied; and (E) “Code” shall mean the Internal Revenue Code of 1986, as amended.

termination of employment of the Executive. As promptly as practicable following such determination, the Company shall pay to or distribute for the benefit of the Executive such Payments as are then due to the Executive and shall promptly pay to or distribute for the benefit of the Executive in the future such Payments as become due to the Executive.

(v) All fees and expenses of the Accountants in implementing the provisions of this Section 6(h) shall be borne by the Company.

result of this Section 6(h) is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code.“

4.	Miscellaneous.

a.	Except as provided above, all other terms and conditions of the Agreement shall remain the same.

b.	All paragraph references are to the Sections of the Agreement.

c.	Capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Agreement except to the extent the term is modified herein.

d.	This Amendment shall be subject to, and governed by, the laws of the State of New York applicable to contracts made and to be performed therein.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above.

	THE ESTÉE LAUDER COMPANIES INC.


/s/ John Demsey	By:	/s/ Amy DiGeso
John Demsey		Name:	Amy DiGeso
		Title:	Executive Vice President – Global Human Resources

Amendment to Employment Agreement

THIS AMENDMENT (“Amendment”), dated as of February 25, 2013, to the Employment Agreement, dated as of September 19, 2011 (the “Agreement”), between The Estée Lauder Companies Inc., a Delaware corporation (the “Company”), and Marc Cedric Yann Prouvé, a resident of Mamaroneck, New York (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Executive and the Company are parties to the Agreement;

WHEREAS, the Company and the Executive wish to amend the Agreement to reflect the mutually agreed upon changes;

1.	Effectiveness. All changes to the Agreement set forth in this Amendment shall be effective as of the date hereof.

Definition of Cause. Paragraph 6(d)(iv) of the Agreement shall be amended to read as follows: “The Executive’s failure to follow a material lawful directive of the President & CEO of the Company that is within the scope of the Executive’s duties for a period of ten (10) business days after notice from the President & CEO of the Company specifying the performance required;”

3.	Certain Limitation. Paragraph 6(h) of the Agreement shall be replaced as follows:

(v) All fees and expenses of the Accountants in implementing the provisions of this Section 6(h) shall be borne by the Company.

the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code.“

a.	Except as provided above, all other terms and conditions of the Agreement shall remain the same.

b.	All paragraph references are to the Sections of the Agreement.

c.	Capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Agreement except to the extent the term is modified herein.

d.	This Amendment shall be subject to, and governed by, the laws of the State of New York applicable to contracts made and to be performed therein.

IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as of the date first written above.

	THE ESTÉE LAUDER COMPANIES INC.


/s/ Marc Cedric Yann Prouvé	By:	/s/ Amy DiGeso
Marc Cedric Yann Prouvé		Name:	Amy DiGeso
		Title:	Executive Vice President – Global Human Resources