Exhibit 10.1
AMENDED AND RESTATED ULTA BEAUTY, INC.
2011 INCENTIVE AWARD PLAN OPTION AGREEMENT
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 Amended and Restated Ulta Beauty, Inc. 2011 Incentive Award Plan (the “Plan”) to the following individual and upon the following terms:
Holder: | Kecia L. Steelman |
Grant Date: | March 31, 2026 |
Exercise Price Per Share: | 522.71 |
Total Number of Shares Underlying Option: | 68,000 |
Performance Period: | The period beginning on March 31, 2026 and continuing through the first to occur of (i) March 31, 2031, (ii) the occurrence of a Change in Control, or (iii) a Termination of Service due to death or Disability. |
Type of Option: | Non-Qualified Stock Option |
Unless otherwise defined herein, capitalized terms shall have the same meanings as set forth in the Plan.
| 1) | Vesting.Except as otherwise provided by Section 2, the Option shall be subject to performance vesting and service vesting as set forth below. |
Tranche | Number of Shares Underlying the Option | Stock Price |
1 | 34,000 | $848.98 |
2 | 34,000 | $1,321.87 |
The portion of the Option applicable to a given Tranche shall performance-vest based on attainment of the performance goal applicable to such Tranche, as determined by the Administrator (each, a “Performance-Vested Tranche”). Any Performance-Vested Tranche shall be eligible to become vested and exercisable upon satisfaction of the service vesting
requirement described below (it being understood that once performance goals are attained for any Tranche, the Performance-Vested Tranche shall be “banked” for purposes of performance-vesting and shall not be subject to the attainment of any future performance goals).
| b) | Service Vesting: Except as otherwise provided by Section 2, the CEO must remain in continuous service with the Company through the end of the Performance Period. |
| 2) | Termination of Service. Except as otherwise provided in subsections (a), (b) and (c) below, the Option (whether or not either or both performance-vesting requirements have been satisfied) will be forfeited (i) upon a Termination of Service or (ii) if Holder violates the CIPCA (as defined herein). |
| b) | If Holder has a Termination of Service without Cause which occurs thirty-six (36) months or more after the Grant Date and prior to the occurrence of a Change in Control, any Tranche that is a Performance-Vested Tranche as of the date of such Termination of Service will vest upon the date of such Termination of Service without Cause. Any Tranche that has not performance-vested as of the date of such Termination of Service will remain eligible to vest in full upon the date of attainment of the performance goal to the extent achieved through the end of the Performance Period. If such Termination of Service without Cause occurs prior to the thirty-six (36)-month anniversary of the Grant Date and prior to the occurrence of a Change in Control, the entire Option is forfeited. |
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Control, then only Tranche 2 will be eligible to performance-vest on an pro-rata basis in accordance the previous sentence.) Where the buyer or successor assumes any Performance-Vested Tranche or the CIC Performance-Vested Options (as the case may be) or substitutes such performance-vested portion of the Option for a substantially equivalent award, upon Holder’s Termination of Service without Cause or for Good Reason within twelve (12) months following a Change in Control, the assumed or substituted award will fully vest. If the Option is not assumed by the buyer or successor, then it will vest upon the Change in Control at the same level as described in this paragraph. For purposes of this Agreement, “Cause” and “Good Reason” shall have the meaning set forth in the Company’s Executive Change in Control and Severance Plan, dated March 24, 2017.
| d) | Any vesting of the Option that occurs in connection with a Termination of Service without Cause or for Good Reason is subject to Holder’s delivery and non-revocation of an effective general release of claims in favor of the Company within thirty (30) days following such Termination of Service and Holder’s continued compliance with the CIPCA. |
| 3) | Option Period. The Option shall be valid for a term commencing on the Grant Date and will expire the earliest of: (i) ten (10) years from the Grant Date; (ii) the date twelve (12) months after the Holder’s Termination of Service by reason of death or Disability, a Termination of Service without Cause or Termination of Service for Good Reason; (iii) the date of Holder’s Termination of Service for reasons of Cause; or (v) the date Holder violates the terms of the CIPCA. |
| 4) | Exercise. Except as provided in Section 3, the Option may be exercised at any time during its term to the extent both the performance vesting and service vesting requirement have been satisfied. If Holder has a Termination of Service any unvested portion of the Option will terminate and will no longer be exercisable, except as otherwise provided in Section 2. The Option may not be exercised for fractional shares. In order to exercise the Option, Holder shall be required to execute such forms and provide such notice as the Company may require from time to time. The Option will not be deemed exercised until the Exercise Price for each share, plus any required tax withholding is delivered to the Company. The Exercise Price may be paid pursuant to any method allowable under the Plan. |
| 5) | Non-Compete, Non-Solicitation and Confidential Information. The grant of this Option is subject to either the Holder’s consenting to or having already consented to and abiding by the terms of the attached Confidential Information & Protective Covenants Agreement (“CIPCA”). |
| 6) | Withholding. The Company has the authority to deduct or withhold, or require Holder to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes arising from this Option. Holder may satisfy her tax obligation, in whole or in part : (i) with the consent of the Company, by having the Company withhold shares otherwise to be delivered with a fair market value equal to the minimum amount of the tax withholding obligation; (ii) with the consent of the Company, by having the Holder surrender to the Company previously owned Common Stock with a fair market value equal to the minimum amount of the tax withholding obligation; (iii) by payment in cash or check; or (iv) with the consent of the Company, by delivery of a notice that the Holder has placed a market sell order with a broker with respect to shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the withholding amount; provided that payment of such proceeds is then made to the Company upon settlement of such sale. |
| 7) | No Additional Rights. Participation in the Plan is voluntary. The value of the Option is an extraordinary item of compensation outside the scope of Holder’s employment contract, if any. As |
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such, the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pensions or retirement benefits or similar payments unless specifically and otherwise provided in such plans. Rather, the awarding of an option under the Plan represents a mere investment opportunity.
| 8) | Not Transferable. This Option is not transferable except by will or the laws of descent and distribution. |
| 9) | Limitations on Plan Rights. This Option is granted under and governed by the terms and conditions of the Plan. By acceptance of this Option Holder acknowledges and agrees that the Plan is discretionary in nature and may be amended, cancelled, or terminated by the Company, in its sole discretion, at any time. The grant of an option under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of options or benefits in lieu of options in the future. Future grants of options, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the number of stock options, vesting provisions, and the exercise price. The Plan has been introduced voluntarily by the Company and in accordance with the provisions of the Plan may be terminated by the Company at any time. By acceptance of this Option, Holder consents to the provisions of the Plan and this Agreement. Defined terms used herein shall have the meaning set forth in the Plan, unless otherwise defined herein. |
| 10) | Clawback. Notwithstanding anything contained in herein to the contrary, by acceptance of this Option, Holder agrees that this Option (including, without limitation, any gains realized by Holder upon receipt or exercise of this Option or upon the receipt or resale of any shares issued upon exercise of this Option) shall be subject to recovery, reduction, cancellation, forfeiture, or repayment pursuant to the terms of the Company’s Senior Leadership Clawback Policy or any other policy that the Company may implement in compliance with the requirements of applicable law, including without limitation the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder. |
| 11) | Severability, Waiver, Modification, Assignment, and Governing Law. |
| b) | If either party waives the right to pursue a claim for the other’s breach of any provision of the Agreement, the waiver will not extinguish that party’s right to pursue a claim for a subsequent breach. |
| d) | The laws of the State where Employee is employed by the Company as of the Effective Date of this Agreement will govern this Agreement, and the rights of the Parties in any dispute arising from this Agreement. |
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| COMPANY: | |
| | ULTA BEAUTY, INC., a Delaware corporation |
| | By: /s/ Anita Ryan |
| | Name:Anita Ryan |
| | Title:Chief Human Resources Officer |
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