Restricted Stock Unit Award Agreement dated March 25, 2021, with Mary Dillon
ULTA BEAUTY, INC.
AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
Ulta Beauty, Inc. (the “Company”) pursuant to the Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan (the “Plan”) hereby grants the number of Restricted Stock Units (each, an “RSU”) set forth below to the following individual, subject to the restrictions on transfer and forfeiture and such other limitations set forth herein and in the Plan. Each RSU entitles the Holder to receive an equal number of shares of common stock, par value $0.01 per share (“Shares”) at settlement, as described herein.
<city>, <state> <zip>
Total Number of RSUs Granted
Unless otherwise defined herein, capitalized terms shall have the same meanings set forth in the Plan.
|(c)||Holder’s Termination of Service without Cause within twelve (12) months following a Change in Control.|
For purposes of this Award Agreement:
“Cause” shall mean, as determined in the sole discretion of the Administrator, the Holder’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); or (iv) violation of any material condition of employment if Holder is an employee of the Company.
“Vesting Conditions” shall mean (i) Holder’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) Termination of Service by action of the Company other than for Cause, and (ii) Holder’s continued compliance with the CIRCA. The Vesting Conditions will not be satisfied if Holder has a Termination of Service by reason of 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