Ulta Beauty, Inc. Amended and Restated 2011 Incentive Award Plan Option Agreement
This agreement grants an individual the right to purchase shares of Ulta Beauty, Inc. common stock under the company's Amended and Restated 2011 Incentive Award Plan. The option vests over time based on continued service and may become fully vested in certain circumstances, such as death, disability, or qualifying retirement. The agreement includes conditions related to non-compete, non-solicitation, and confidentiality, and outlines tax withholding and exercise procedures. The option is non-transferable except by inheritance and is subject to the terms of the company's incentive plan.
Exhibit 10.1
ULTA BEAUTY, INC.
AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN
OPTION AGREEMENT - CERTIFICATE
The following evidences a grant of an option (the “Option”) to purchase shares of common stock of Ulta Beauty, Inc. (the “Company”) pursuant to the Ulta Beauty, Inc. Amended and Restated 2011 Incentive Award Plan (the “Plan”) to the following individual and upon the following terms:
Optionee: | Name: Address: Location- |
Grant Date: | |
Exercise Price Per Share: | |
Total Number of Shares Granted: | |
Type of Option: | |
If designated as an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code; provided, however, that to the extent that it does not so qualify that portion which does not so qualify shall be treated as a Non-Qualified Stock Option.
Unless otherwise defined herein, capitalized terms shall have the same meanings as set forth in the Plan.
[ADD VESTING SCHEDULE]
Notwithstanding the foregoing:
(A) The Option will be fully vested and exercisable if (i) Optionee has a Termination of Service by reason of death or Disability or (ii) Optionee has a Termination of Service without Cause within twelve (12) months following a Change in Control.
(B) If Optionee (i) violates the CIPCA (as defined herein) or (ii) has a Termination of Service for Cause, then the Option will be forfeited, whether or not previously vested, and all rights Optionee may have to exercise the Option shall immediately terminate. For this purpose “Cause” shall mean, as determined in the sole discretion of the Administrator, the Optionee’s (i) commission of a felony; (ii) dishonesty or misrepresentation involving the Company; (iii) serious
misconduct in the performance or non-performance of his or her responsibilities to the Company (e.g. gross negligence, willful misconduct, gross insubordination or unethical conduct); and (iv) if Optionee is an Employee, violation of any material condition of employment.
(C) If Optionee has a Termination of Service by reason of Optionee’s Qualified Retirement, the Option will continue to vest and become exercisable for the term of the Option in accordance with the vesting schedule set forth above as if Optionee has not incurred a Termination of Service, provided, however, that if the Optionee owns, operates, or provides any advisory, employment, director or other similar services to any Competitive Business (as defined in the CIPCA) in the Restricted Area (as defined in the CIPCA) at any time during the two (2) years following Optionee's Termination of Service, then the Option will be immediately forfeited. For purposes of this Agreement “Qualified Retirement” shall mean Optionee’s Termination of Service other than by the Company for Cause at such time that (x) Optionee has reached the age of 55, (y) the sum, rounded up to the nearest whole number, of Optionee’s age (measured to two decimal points) and the number of years (measured to two decimal points) of uninterrupted service with the Company as an Employee, Consultant or Non-Employee Director, is greater than or equal to seventy (70), and (z) to the extent that the Termination of Service is a result of Optionee’s resignation from the Company, Optionee has provided the Company with at least one (1) year prior written notice of Optionee’s intent to retire (or such other shorter minimum advance written notice that is acceptable to the Administrator in its sole discretion), provided that the Holder continues to provide services during the notice period. The determination of the Administrator as to an individual’s Qualified Retirement shall be conclusive on all parties.
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COMPANY:
ULTA BEAUTY, INC., a Delaware corporation
By:
Name: ______________________________
Title: Chief Human Resources Officer
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