Exhibit 10.1
Amendment to Employment
Agreement
THIS AMENDMENT
(“Amendment”), dated as
of March 25, 2009, to the Employment Agreement, dated as of
November 8, 2007 (the “Agreement”), between The
Estée Lauder Companies Inc., a Delaware corporation (the
“Company”), and Fabrizio Freda, a resident of New York,
New York (and formerly a resident of Rome, Italy), (the
“Executive”).
W I T N E S S E T
H:
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WHEREAS, the Executive and the Company are
parties to the Agreement;
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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:
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1.
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Effectiveness . All changes to the Agreement set forth in this
Amendment shall be effective as of July 1, 2009, assuming continued
employment by the Executive through such date.
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2.
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Title and Duties . Paragraph 2(a) shall be amended to provide
that the Executive shall serve as (a) President and Chief Executive
Officer, reporting to the Executive Chairman subject to the control
of the Board of Directors, and (b) a member of the Board of
Directors. Paragraph 2(b) shall be amended so that the first
sentence reads as follows: "The Executive shall also hold such
other positions and executive offices of the Company and/or of any
of the Company’s subsidiaries or affiliates as may from time
to time be agreed by the Executive or assigned by the Executive
Chairman or the Board of Directors, consistent with his position as
President and Chief Executive Officer of the Company." Paragraph
2(c) shall be amended so that it reads as follows: "The Executive
shall be a full-time employee of the Company and shall exclusively
devote all his business time and efforts faithfully and competently
to the Company and shall diligently perform to the best of his
ability all of the duties required of him as President and Chief
Executive Officer and in the other positions or offices of the
Company or its subsidiaries or affiliates assigned to him
hereunder. Notwithstanding the foregoing provisions of this
section, the Executive may serve as a non-management director of
such business corporations (or in a like capacity in other
for-profit or not-for-profit organizations) as the Executive
Chairman or the Board of Directors may approve, such approval not
to be unreasonably withheld."
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3.
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Base Salary . From and after July 1, 2009, the Base Salary
during the remaining Term of Employment set forth in Paragraph 3(a)
shall be at the annualized rate of not less than
$1,500,000.00.
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4.
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Incentive Bonus . Beginning with the
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