STB BEAUTY, INC. 2004 EQUITY INCENTIVE PLAN

(d)           Exercise of Options.

(i)            An Option shall become exercisable at such time or times and upon such conditions as the Board shall specify. In the case of an Option not immediately exercisable in full, the Board may at any time accelerate the time at which all or any part of the Option may be exercised.

(ii)           Any exercise of an Option shall be in writing, signed by the proper person and furnished to the Company, accompanied by (A) such documents as may be required by the Board and (B) payment in full as specified below in Section 6(d) for the number of shares of Stock for which the Option is exercised.

(iii)          If an Option is exercised by the executor or administrator of a deceased participant, or by the person or persons to whom the Option has been transferred by the participant’s will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver Stock pursuant to such exercise until the Company is satisfied as to the authority of the person or persons exercising the Option.

(e)           Payment for and Delivery of Stock.  Stock purchased upon exercise of an Option under the Plan shall be paid for as follows: (i) in cash, check acceptable to the Company (determined in accordance with such guidelines as the Board may prescribe), or money order payable to the order of the Company, or (ii) if so permitted by the Board (which, in the case of an incentive option, shall specify such method of payment at the time of grant), (A) through the delivery of shares of Stock (which, in the case of Stock acquired from the Company, shall have been held for at least six months unless the Board specifies a shorter period) having a fair market value on the last business day preceding the date of exercise equal to the purchase price, (B) by delivery of an unconditional and irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay the exercise price, or (C) by any combination of the permissible forms of payment.

7.             Restricted Stock.

(a)           Grant of Restricted Stock.  Subject to the terms and provisions of the Plan, the Board may grant shares of Stock in such amounts and upon such terms and conditions as the Board shall determine in accordance with this Section 7 (“Restricted Stock”).

(b)           Restricted Stock Agreement.  The Board may require, as a condition to an Award, that a recipient of a Restricted Stock Award enter into a Restricted Stock Award Agreement, setting forth the terms and conditions of the Award. In lieu of a Restricted Stock Award Agreement, the Board may provide the terms and conditions of an Award in a notice to the Participant of the Award, on the Stock certificate representing the Restricted Stock, in the resolution approving the Award, or in such other manner as it deems appropriate.

(c)           Transferability and Other Restrictions.  Except as otherwise provided in this Section 7, the shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable period or periods established by the Board and the satisfaction of any other conditions or restrictions established by the Committee (such period during which a share of Restricted Stock is subject to such restrictions and conditions is referred to as the “Restricted Period”). Except as the Board may

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otherwise determine under Section 9, if a Participant suffers a Termination of Service (as defined at Section 9) for any reason during the Restricted Period, the Company may purchase the shares of Restricted Stock subject to such restrictions and conditions for the amount of cash paid by the Participant for such shares; provided, that if no cash was paid by the Participant any such shares of Restricted Stock that would otherwise be subject to repurchase by the Company in accordance with the foregoing shall be automatically forfeited to the Company.

During the Restricted Period with respect to any shares of Restricted Stock, the Company shall have the right to retain in the Company’s possession the certificate or certificates representing such shares.

(d)           Removal of Restrictions.  Except as otherwise provided in this Section 7, a share of Restricted Stock covered by a Restricted Stock grant shall become freely transferable by the Participant upon completion of the Restricted Period, including the passage of any applicable period of time and satisfaction of any conditions to vesting; provided that except in the case of Restricted Stock Awarded to officers, directors, managers or consultants of the Company, the right to repurchase at the original purchase price shall lapse at a rate of at least 20% of the shares of Restricted Stock over five (5) years from the date the Award was made (whether such Award was an Award of Shares of Restricted Stock or an Option exercisable for Shares of Restricted Stock). The Board, in its sole discretion, shall have the right at any time immediately to waive all or any part of the restrictions and conditions with regard to all or any part of the shares held by any Participant.

(e)           Voting Rights, Dividends and Other Distributions.  During the Restricted Period, Participants holding shares of Restricted Stock granted hereunder may exercise full voting rights and shall receive all regular cash dividends paid with respect to such shares. Except as the Board shall otherwise determine, any other cash dividends and other distributions paid to Participants with respect to shares of Restricted Stock including any dividends and distributions paid in shares shall be subject to the same restrictions and conditions as the shares of Restricted Stock with respect to which they were paid.

(f)            Other Awards Settled with Restricted Stock.  The Board may, at the time any Award is granted, provide that any or all the Stock delivered pursuant to the Award will be Restricted Stock.

(g)           Notice of Section 83(b) Election.  Any Participant making an election under Section 83(b) of the Code with respect to Restricted Stock must provide a copy thereof to the Company within 10 days of filing such election with the Internal Revenue Service.

8.             Unrestricted Stock.

Subject to the terms and provisions of the Plan, the Board may grant or sell shares of fully vested and unrestricted Stock in such amounts and for such consideration, if any, as the Committee shall determine (“Unrestricted Stock”); provided, that the aggregate number of shares of Unrestricted Stock that may be granted or sold for a purchase price that is less than their fair market value, unless granted in lieu of cash compensation equal to such fair market value, shall not exceed 770,981 shares.

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9.             Termination of Employment.

In the case of any Award, the Board may, through agreement with the participant (including without limitation, any Stockholders Agreement of the Company to which the participant is a party), resolution, or otherwise, provide for post-termination exercise provisions different from those expressly set forth in this Section 9, including without limitation the vesting immediately prior to termination of all or any portion of an Award not otherwise vested prior to termination, and, in the case of an Option, terms allowing a later exercise by a former employee, consultant or advisor (or, in the case of a former employee, consultant or advisor who is deceased, the person or persons to whom the Award is transferred by will or the laws of descent and distribution) as to all or any portion of the Award not exercisable immediately prior to termination of employment or other service, but in no case may an Award be exercised after the Expiration Date. If the Board does not otherwise provide for such provisions and if a participant’s employment or other service relationship with the Company and its subsidiaries terminates prior to the Expiration Date (including by reason of death) the following shall apply:

(a)           Options.

(i)            Options that are not vested immediately prior to the termination shall automatically terminate upon termination. To the extent vested immediately prior to termination of employment or other service, the Option shall continue to be vested and shall be exercisable thereafter during the period prior to the Expiration Date and (i) in the case of time-vested Options, within 90 days following such termination and (ii) in the case of performance Options, within the later of (x) 30 days following the date value is determined as specified by the Board in the Option certificate evidencing the grant of such Options and (y) 30 days following such termination; provided, however, that if the participant’s employment or other service is terminated “for cause” as defined in (ii) below, all unvested or unexercised Awards shall terminate immediately; and provided further that if termination is caused by death or disability, the Option shall continue to be vested and shall be exercisable up to six (6) months from the date of termination. Except as otherwise provided in an Award, after completion of such exercise period, such Awards shall terminate to the extent not previously exercised, expired, or terminated.

(ii)           For purposes of the foregoing, termination for “cause” shall mean that the Board of Directors of the Company has determined, in its reasonable judgment, that any one or more of the following has occurred:

a)  the participant shall have been convicted of, or shall have pleaded guilty or nolo contendere to, a felony;

b)  the participant shall have breached any non-competition agreement between the participant and the Company or its affiliates; or

c)  the participant shall have openly disregarded his or her responsibilities to the Company and/or its affiliates and shall have refused to devote substantial time and energy to the business and affairs of the Company

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and/or its affiliates (other than due to disability or temporary disability which, in the reasonable judgment of the Board of Directors, causes the participant to be incapable of devoting such time and energy) within 30 days after written notification by the Board of Directors that, in their good faith judgment, the participant has consistently failed to do so;

provided that, with respect to any participant who is employed by the Company or one of its subsidiaries pursuant to an effective written employment agreement in which there is a definition of “cause,” the definition of “cause” as set forth in such employment agreement shall be deemed to be the definition of “cause” solely for such participant and only for so long as such employment agreement remains effective.

No Option shall be exercised or surrendered in exchange for a cash payment after the Expiration Date.

(b)      Restricted Stock.  Restricted Stock held by the Participant must be transferred to the Company (and, in the event the certificates representing such Restricted Stock are held by the Company, such Restricted Stock will be so transferred without any further action by the Participant) pursuant to the terms of Section 7(c).

10.           Mergers, etc.  Except as otherwise provided at the time of grant, in the event of a consolidation or merger of the Company in which the Company is not the surviving corporation or which results in the acquisition of substantially all the Company’s outstanding voting stock by a single person or entity or by a group of persons and/or entities acting in concert, or in the event of the sale or transfer of all or substantially all the Company’s assets (a “Covered Transaction”), the following rules shall apply:

(i)            Subject to paragraph (ii) below, all outstanding Awards requiring exercise will cease to be exercisable (after any payment or other consideration deemed equitable by the Board for the termination of any vested portion of any Award is made), and all other Awards to the extent not fully vested (including Awards subject to conditions not yet satisfied or determined) will be forfeited, as of the effective time of the Covered Transaction, provided that the Board may in its sole discretion on or prior to the effective date of the Covered Transaction, (1) make any outstanding Options exercisable in part or in full, (2) remove any performance or other conditions or restrictions on any Awards, and/or (3) in the event of a Covered Transaction under the terms of which holders of the Stock of the Company will receive upon consummation thereof a payment (whether cash, non-cash or a combination of the foregoing) for each such share surrendered in the Covered Transaction, make or provide for a payment (whether cash, non-cash or a combination of the foregoing) to the participant equal to the difference between (A) the fair market value of the Stock times the number of shares of Stock subject to outstanding Awards (to the extent then exercisable at prices not in excess of the fair market value) and (B) the aggregate exercise price of all such outstanding Awards in exchange for the termination of such Award by action of the Board which may be reflected in a resolution or in an Option certificate or similar instrument or agreement; or

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(ii)           With respect to an outstanding Award held by a participant who, following the Covered Transaction, will be employed by or otherwise providing services to an entity which is a surviving or acquiring entity in the covered transaction or an affiliate of such an entity, the Board may at or prior to the effective time of the Covered Transaction, in its sole discretion and in lieu of the action described in paragraph (i) above, arrange to have such surviving or acquiring entity or affiliate assume any Award held by such participant outstanding hereunder or grant a replacement Award which, in the judgment of the Board, is substantially equivalent to any Award being replaced.

The Board may grant Awards under the Plan in substitution for Awards held by directors, employees, consultants or advisers of another corporation who concurrently become directors, employees, consultants or advisers of the Company or a subsidiary of the Company as the result of a merger or consolidation of that corporation with the Company or a subsidiary of the Company, or as the result of the acquisition by the Company or a subsidiary of the Company of property or stock of that corporation. The Company may direct that substitute Awards be granted on such terms and conditions as the Board considers appropriate in the circumstances.

11.           General Provisions.

(a)           Documentation of Awards.  Awards will be evidenced by such written instruments, if any, as may be prescribed by the Board from time to time. Such instruments may be in the form of agreements to be executed by both the participant and the Company, or certificates, letters or similar instruments, which need not be executed by the participant but acceptance of which will evidence agreement to the terms thereof.

(b)           Rights as a Stockholder, Dividend Equivalents.  Except as specifically provided by the Plan, the receipt of an Award will not give a participant rights as a stockholder; the participant will obtain such rights, subject to any limitations imposed by the Plan or the instrument evidencing the Award, only upon the issuance of Stock. However, the Board may, on such conditions as it deems appropriate, provide that a Participant will receive a benefit in lieu of cash dividends that would have been outstanding. Without limitation, the Board may provide for payment to the Participant of amounts representing such dividends, either currently or in the future, or for the investment of such amounts on behalf of the participant.

(c)           Delivery of Stock.  A participant shall not have the rights of a shareholder with regard to Awards under the Plan except as to Stock actually received by him or her under the Plan.

The Company shall not be obligated to deliver any shares of Stock (i) until, in the opinion of the Company’s counsel, all applicable federal and state laws and regulations have been complied with, (ii) if the outstanding Stock is at the time listed on any stock exchange, until the shares to be delivered have been listed or authorized to be listed on such exchange upon official notice of issuance, and (iii) until all other legal matters in connection with the issuance and delivery of such shares have been approved by the Company’s counsel. Without limiting the generality of the foregoing, if the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid

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violation of such Act and may require that the certificates evidencing such Stock bear an appropriate legend restricting transfer.

(d)           Nontransferability of Awards.  No Award may be transferred other than by will or by the laws of descent and distribution, and during a participant’s lifetime an Award may be exercised only by him or her; provided, however, that the foregoing provisions shall not prohibit any pledge of an Award to the Company.