Stock Option Agreement dated March 25, 2021, with Mary Dillon
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:
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, 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’s Termination of Service without Cause within twelve (12) months following a Change in Control. If Optionee has a Termination of Service for Cause or has a Restrictive Covenant Violation, 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 of the Company, violation of any material condition of employment.
“Restrictive Covenant Violation” shall mean Optionee’s violation of the provisions of the CIRCA.
“Vesting Conditions” shall mean both (i) Optionee’s continued service as an Employee or Director through the earlier of (a) the Company’s annual meeting of shareholders to be held in 2022, (b) a Change in Control, or (c) Optionee’s Termination of Service by action of the Company, other than for Cause, and (ii) Optionee’s continued compliance with the CIRCA. The Vesting Conditions will not be satisfied if the Optionee has a Termination of Service by reason of Holder’s resignation prior to the Company’s annual meeting of shareholders to be held in 2022.
ULTA BEAUTY, INC., a Delaware corporation
Name: Jeffrey Childs
Title: Chief Human Resources Officer