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Estee Lauder Companies Inc – ‘10-Q’ for 9/30/17 – ‘EX-10.2’

On:  Wednesday, 11/1/17, at 1:27pm ET   ·   For:  9/30/17   ·   Accession #:  1104659-17-65144   ·   File #:  1-14064

Previous ‘10-Q’:  ‘10-Q’ on 5/3/17 for 3/31/17   ·   Next:  ‘10-Q’ on 2/2/18 for 12/31/17   ·   Latest:  ‘10-Q’ on 2/5/24 for 12/31/23   ·   6 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/01/17  Estee Lauder Companies Inc        10-Q        9/30/17   85:10M                                    Toppan Merrill/FA

Quarterly Report   —   Form 10-Q   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.20M 
 2: EX-10.1     Material Contract                                   HTML     72K 
 3: EX-10.2     Material Contract                                   HTML     31K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     33K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
14: R1          Document and Entity Information                     HTML     49K 
15: R2          Consolidated Statements of Earnings                 HTML     82K 
16: R3          Consolidated Statements of Comprehensive Income     HTML     65K 
                (Loss)                                                           
17: R4          Consolidated Balance Sheets                         HTML    121K 
18: R5          Consolidated Balance Sheets (Parenthetical)         HTML     40K 
19: R6          Consolidated Statements of Cash Flows               HTML    115K 
20: R7          Summary of Significant Accounting Policies          HTML    131K 
21: R8          Investments                                         HTML     99K 
22: R9          Goodwill and Other Intangible Assets                HTML    135K 
23: R10         Charges Associated With Restructuring and Other     HTML    198K 
                Activities                                                       
24: R11         Derivative Financial Instruments                    HTML    161K 
25: R12         Fair Value Measurements                             HTML    188K 
26: R13         Pension and Post-Retirement Benefit Plans           HTML     90K 
27: R14         Contingencies                                       HTML     30K 
28: R15         Stock Programs                                      HTML     42K 
29: R16         Net Earnings Attributable to the Estee Lauder       HTML     56K 
                Companies Inc. Per Common Share                                  
30: R17         Equity                                              HTML    183K 
31: R18         Statement of Cash Flows                             HTML     54K 
32: R19         Segment Data and Related Information                HTML    109K 
33: R20         Summary of Significant Accounting Policies          HTML    162K 
                (Policies)                                                       
34: R21         Summary of Significant Accounting Policies          HTML     91K 
                (Tables)                                                         
35: R22         Investments (Tables)                                HTML    101K 
36: R23         Goodwill and Other Intangible Assets (Tables)       HTML    139K 
37: R24         Charges Associated With Restructuring and Other     HTML    216K 
                Activities (Tables)                                              
38: R25         Derivative Financial Instruments (Tables)           HTML    159K 
39: R26         Fair Value Measurements (Tables)                    HTML    190K 
40: R27         Pension and Post-Retirement Benefit Plans (Tables)  HTML     93K 
41: R28         Stock Programs (Tables)                             HTML     37K 
42: R29         Net Earnings Attributable to the Estee Lauder       HTML     56K 
                Companies Inc. Per Common Share (Tables)                         
43: R30         Equity (Tables)                                     HTML    193K 
44: R31         Statement of Cash Flows (Tables)                    HTML     56K 
45: R32         Segment Data and Related Information (Tables)       HTML    110K 
46: R33         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     33K 
                Currency Translation and Transactions (Details)                  
47: R34         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     29K 
                Accounts Receivable (Details)                                    
48: R35         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     41K 
                Concentration of Credit Risk (Details)                           
49: R36         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     40K 
                Inventory and Promotional Merchandise (Details)                  
50: R37         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     68K 
                Property, Plant and Equipment (Details)                          
51: R38         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Other  HTML     61K 
                Accrued Liabilities and Income Taxes (Details)                   
52: R39         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     35K 
                Recently Adopted Accounting Standards (Details)                  
53: R40         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -        HTML     29K 
                Recently Issued Accounting Standards (Details)                   
54: R41         INVESTMENTS - Gains and Losses Recorded in AOCI     HTML     50K 
                (Details)                                                        
55: R42         INVESTMENTS - Available-For-Sale Securities by      HTML     43K 
                Contractual Maturity (Details)                                   
56: R43         INVESTMENTS - Fair Market Value of Investments      HTML     38K 
                With Unrealized Losses Not Deemed to be Other-Than               
                Temporarily Impaired (Details)                                   
57: R44         INVESTMENTS - Sales Proceeds from Investments       HTML     29K 
                Classified as Available-for-Sale (Details)                       
58: R45         GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill     HTML     58K 
                (Details)                                                        
59: R46         GOODWILL AND OTHER INTANGIBLE ASSETS - Other        HTML     66K 
                Intangible Assets (Details)                                      
60: R47         CHARGES ASSOCIATED WITH RESTRUCTURING AND OTHER     HTML     37K 
                ACTIVITIES - Leading Beauty Forward (Details)                    
61: R48         CHARGES ASSOCIATED WITH RESTRUCTURING AND OTHER     HTML     58K 
                ACTIVITIES - Approved Restructuring Activities by                
                Major Cost Type (Details)                                        
62: R49         CHARGES ASSOCIATED WITH RESTRUCTURING AND OTHER     HTML     58K 
                ACTIVITIES - Cumulative Restructuring Charges by                 
                Major Cost Type (Details)                                        
63: R50         CHARGES ASSOCIATED WITH RESTRUCTURING AND OTHER     HTML     64K 
                ACTIVITIES - Accrued Restructuring Charges                       
                (Details)                                                        
64: R51         DERIVATIVE FINANCIAL INSTRUMENTS - Derivative       HTML     56K 
                Instruments Included in the Consolidated Balance                 
                Sheets (Details)                                                 
65: R52         DERIVATIVE FINANCIAL INSTRUMENTS - Gain (Loss) on   HTML     51K 
                Derivative Financial Instruments (Details)                       
66: R53         DERIVATIVE FINANCIAL INSTRUMENTS - Cash-Flow        HTML     69K 
                Hedges, Fair Value Hedges, Credit Risk (Details)                 
67: R54         FAIR VALUE MEASUREMENTS - Hierarchy For Financial   HTML     82K 
                Assets and Liabilities Measured at Fair Value on a               
                Recurring Basis (Details)                                        
68: R55         FAIR VALUE MEASUREMENTS - Estimated Fair Values of  HTML    109K 
                Financial Instruments (Details)                                  
69: R56         PENSION AND POST-RETIREMENT BENEFIT PLANS -         HTML     55K 
                Components of Net Periodic Benefit Cost (Details)                
70: R57         PENSION AND POST-RETIREMENT BENEFIT PLANS -         HTML     43K 
                Amounts Recognized in the Consolidated Balance                   
                Sheets (Details)                                                 
71: R58         STOCK PROGRAMS - Compensation Expense and Stock     HTML     46K 
                Options (Details)                                                
72: R59         STOCK PROGRAMS - Restricted Stock Units (Details)   HTML     41K 
73: R60         STOCK PROGRAMS - Performance Share Units (Details)  HTML     41K 
74: R61         STOCK PROGRAMS - Performance Share Units Based on   HTML     33K 
                Total Stockholder Return (Details)                               
75: R62         NET EARNINGS ATTRIBUTABLE TO THE ESTEE LAUDER       HTML     54K 
                COMPANIES INC. PER COMMON SHARE - Reconciliation                 
                Between Numerator and Denominator of Basic and                   
                Diluted EPS Computations (Details)                               
76: R63         NET EARNINGS ATTRIBUTABLE TO THE ESTEE LAUDER       HTML     34K 
                COMPANIES INC. PER COMMON SHARE - Antidilutive                   
                Securities Excluded from Computation of Earnings,                
                Per Share (Details)                                              
77: R64         EQUITY - Equity Rollforward (Details)               HTML     68K 
78: R65         EQUITY - Class of Stock and Dividend Information    HTML     51K 
                (Details)                                                        
79: R66         EQUITY - Changes in Accumulated Other               HTML     54K 
                Comprehensive Income (Loss) (Details)                            
80: R67         EQUITY - Reclassification Adjustments From          HTML     64K 
                Accumulated Other Comprehensive Income (Loss)                    
                (Details)                                                        
81: R68         Statement of Cash Flows (Details)                   HTML     39K 
82: R69         Segment Data and Related Information (Details)      HTML     79K 
84: XML         IDEA XML File -- Filing Summary                      XML    157K 
83: EXCEL       IDEA Workbook of Financial Reports                  XLSX     88K 
 8: EX-101.INS  XBRL Instance -- el-20170930                         XML   3.38M 
10: EX-101.CAL  XBRL Calculations -- el-20170930_cal                 XML    237K 
13: EX-101.DEF  XBRL Definitions -- el-20170930_def                  XML    723K 
11: EX-101.LAB  XBRL Labels -- el-20170930_lab                       XML   1.48M 
12: EX-101.PRE  XBRL Presentations -- el-20170930_pre                XML   1.10M 
 9: EX-101.SCH  XBRL Schema -- el-20170930                           XSD    158K 
85: ZIP         XBRL Zipped Folder -- 0001104659-17-065144-xbrl      Zip    204K 


‘EX-10.2’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 10.2

 

Summary of Compensation for Non-Employee Directors of the Company

 

The following summary describes compensation for non-employee directors.

 

Annual Cash Retainer for Board Service. Effective November 2017, each non-employee director receives an annual cash retainer of $100,000, payable quarterly in advance, which may be deferred, as explained below.

 

Annual Cash Retainer for Presiding Director. Effective November 2017, the Presiding Director will receive an additional annual cash retainer of $30,000, payable annually in advance, which may be deferred, as explained below.

 

Annual Cash Retainer for Committee Service.  Each non-employee director who serves on a committee receives an additional annual cash retainer, payable quarterly, in the following amounts: $12,000 per year for service on the Audit Committee, $8,000 per year for service on the Compensation Committee (including service on the Stock Plan Subcommittee), and $8,000 per year for service on the Nominating and Board Affairs Committee. The Chair of the Audit Committee receives a further annual cash retainer of $25,000. The Chairs of the Compensation Committee and the Nominating and Board Affairs Committee receive a further annual cash retainer of $15,000 each. These cash retainers for committee service may be deferred, as explained below.

 

Deferral of Annual Cash Retainers. Non-employee directors may elect to defer receipt of all or part of their cash-based compensation. Specifically, pursuant to Deferred Compensation Agreements, they may defer any or all of the above-referenced annual cash retainers into either (i) stock units (accompanied by dividend equivalent rights) or (ii) an interest-bearing cash account, in each case to be paid out in a lump sum in cash as of the first business day of the calendar year following the date on which the director ceases to be a member of the Board.

 

Initial Stock Grant. On the date of the first annual meeting of stockholders that is more than six months after a non-employee director’s initial election to the Board, the director receives a grant of shares of Class A Common Stock (plus a cash payment in an amount to cover related income taxes), pursuant to the Amended and Restated Non-Employee Director Share Incentive Plan (the ‘‘Director Share Plan’’). Effective November 2017, the amount of this initial stock grant is 2,000 shares of Class A Common Stock.

 

Annual Stock Units Retainer for Board Service. An additional $75,000 is payable to each non-employee director by a grant of stock units (accompanied by dividend equivalent rights) as an annual stock retainer, pursuant to the Director Share Plan. This grant is made on the date of each annual meeting of stockholders. The number of stock units to be awarded is determined by dividing $75,000 by the average closing price of the Class A Common Stock on the twenty trading days next preceding the date of grant. Each stock unit is convertible into one share of Class A Common Stock, and the Class A Common Stock represented by the stock units is distributed to the director on or after the first business day of the calendar year following the one in which the director ceases to be a member of the Board.

 

Annual Stock Options. In addition to the cash and stock portion of the retainer, each non-employee director receives an annual grant of options valued at no more than $100,000 on the date of grant, pursuant to the Non-Employee Director Share Plan. This grant is made on the date of each annual meeting of stockholders. The exercise price of the options is equal to the closing price of the Class A Common Stock on the date of grant. The options vest and are exercisable one year after the date of grant, provided that the director continues to serve as of such date.

 

Company Products. The Company provides directors with certain Company products from different brands and product categories. The Company believes that providing these products serves a business purpose by expanding the directors’ knowledge of the Company’s business. The Company also provides each non-employee director with the opportunity to purchase up to $1,280 worth of the Company’s products each calendar year (based on suggested retail prices) at no charge; if a director chooses to take advantage of this opportunity and purchase more than $640 worth of the Company’s products, the excess is imputed as taxable income to the director. Non-employee directors may also purchase Company products at a price equal to 50% off the suggested retail price, which is the same discount made available to officers and other employees of the Company.

 

Reimbursement of Expenses. Non-employee directors are reimbursed for their reasonable expenses (including costs of travel, food, and lodging), incurred in attending Board, committee and stockholder meetings. Directors are also reimbursed for any other reasonable expenses relating to their service on the Board, including participating in director continuing education and Company site visits.

 



6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/18/23  Estee Lauder Companies Inc.       10-K        6/30/23  158:26M
 8/24/22  Estee Lauder Companies Inc.       10-K        6/30/22  161:35M
 8/27/21  Estee Lauder Companies Inc.       10-K        6/30/21  165:28M
 3/03/21  Estee Lauder Companies Inc.       424B2                  1:803K                                   Toppan Merrill/FA
 3/01/21  Estee Lauder Companies Inc.       424B5                  1:782K                                   Toppan Merrill/FA
 8/28/20  Estee Lauder Companies Inc.       10-K        6/30/20  162:32M
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Filing Submission 0001104659-17-065144   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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