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| EL > SEC Filings for EL > Form 8-K on 13-Nov-2008 | All Recent SEC Filings |
13-Nov-2008
Change in Directors or Principal Officers, Financial Statements and Ex
On November 7, 2008, the stockholders of The Estée Lauder Companies Inc. (the "Company") approved The Estée Lauder Companies Inc. Executive Annual Incentive Plan (the "Executive Incentive Plan"). The Executive Incentive Plan is for "Executive Officers" of the Company and is substantially identical to the Executive Incentive Plan approved by stockholders of the Company in 2003 (the "2003 Plan"), except
• the maximum amount payable to any "Executive Officer" in a fiscal year has been increased to $6 million from $5 million (an amount that was not surpassed under the 2003 Plan);
• for purposes of setting bonus opportunities, the ratio of aggregate target bonus opportunities to base salary has been increased from 200% to 250% to provide greater flexibility to shift the mix of compensation from fixed to variable/performance-based compensation and the exception for this limitation for the Chief Executive Officer has been eliminated; and
• "return on invested capital" has been added to the possible business criteria that may be used to determine performance targets.
The Executive Incentive Plan replaces the 2003 Plan.
For purposes of the plan, "Executive Officers" means those persons who are denoted as such from time to time by the Company in the Company's filings with the Securities and Exchange Commission and those other persons as may be designated as such from time to time by the Company's Compensation Committee of the Board of Directors.
Under the Executive Incentive Plan, each participant is granted opportunities that will be paid if the performance target for the particular opportunity is achieved. Aggregate opportunities for an individual, and therefore payouts at target level, would be limited to 250% of the executive's annual base salary or such lower level as determined by the committee administering the plan.
The annual performance target for each opportunity shall be based on achievement
of hurdle rates, targets and/or growth in one or more business criteria that
apply to the individual participant, one or more business units or the Company
as a whole. The business criteria shall be as follows, individually or in
combination: (i) net earnings; (ii) earnings per share; (iii) net sales;
(iv) market share; (v) net operating profit; (vi) expense control; (vii) working
capital relating to inventory and/or accounts receivable; (viii) operating
margin; (ix) return on equity; (x) return on assets; (xi) return on invested
capital; (xii) planning accuracy (as measured by comparing planned results to
actual results); (xiii) market price per share; and (xiv) total return to
stockholders. In addition, the annual performance targets may include
comparisons to performance at other companies, such performance to be measured
by one or more of the foregoing business criteria.
The Executive Incentive Plan is administered by a committee appointed by the
Board of Directors comprised, unless otherwise determined by the Board of
Directors, solely of not less than two members who shall be "outside directors"
within the meaning of treasury regulation Section 1.162-27(e)(3) under
Section 162(m) of the Internal Revenue Code. Payouts are
No opportunity may be granted after May 29, 2018.
The Executive Incentive Plan is subject to amendment or termination at any time
by the Compensation Committee, but no such action may adversely affect any
rights or obligations with respect to any awards previously made under the
Executive Incentive Plan and, unless the stockholders of the Company shall have
first approved thereof, no amendment of the plan shall be effective which would:
(i) increase the maximum amount which can be paid to any participant under the
plan; (ii) change the types of business criteria on which performance targets
are to be based under the plan; or (iii) modify the requirements as to
eligibility for participation in the plan.
A copy of the Executive Incentive Plan is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02(e) by reference.
(d) Exhibits
10.1 The Estée Lauder Companies Inc. Executive Annual Incentive Plan.
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