Exhibit 10.3
ULTA BEAUTY, INC.
2026 INCENTIVE AWARD PLAN
OPTION AGREEMENT - CERTIFICATE
The following (this “Award Agreement”) evidences the grant of an option (the “Option”) to purchase Shares of Ulta Beauty, Inc. (the “Company”) pursuant to the Ulta Beauty, Inc. 2026 Incentive Award Plan (the “Plan”) to the following individual (the “Optionee”) and upon the following terms:
Optionee: | Name: Address: Location- |
Grant Date: | |
Exercise Price Per Share: | |
Total Number of Options 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 used in this Award Agreement 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 (as defined below) or (ii) Optionee has a Termination of Service without Cause (as defined below) 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 purposes of
this Award Agreement “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 (as defined below), 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 Award 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 fifty-five (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 Optionee continues to provide services during the notice period. The determination of the Administrator as to an individual’s Qualified Retirement shall be binding and conclusive on all parties.
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COMPANY:
ULTA BEAUTY, INC., a Delaware corporation
By: ________________________________
Name: ________________________________
Title: ________________________________
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