Common use of Equity Plans and Awards Clause in Contracts

Equity Plans and Awards. 1. Subject to and as of the Effective Time, Ulta Beauty will assume and will perform, from and after the Effective Time, all of the obligations of Salon pursuant to the Salon Equity Compensation Plans and Agreements. 2. Subject to and as of the Effective Time, (a) Ulta Beauty will assume each Salon Equity Award that is outstanding and unexercised, unvested and not yet paid or payable immediately prior to the Effective Time (i) issued under the Salon Equity Compensation Plans and Agreements or (ii) granted by Salon outside of the Salon Equity Compensation Plans and Agreements pursuant to Nasdaq Listing Rule 5635(c) and (b) each such Salon Equity Award shall be converted into (i) with respect to each Salon Unit, a right to acquire or vest in, on otherwise the same terms and conditions as were applicable under the applicable Salon Equity Compensation Plan and/or Salon Equity Award Grant Agreement (as modified herein), a share of Ulta Beauty Stock with the same rights and privileges applicable to the share of Salon Stock subject to such Salon Unit immediately prior to the Effective Time and (ii) with respect to a Salon Option, an option to purchase, on otherwise the same terms and conditions as were applicable under the applicable Salon Equity Compensation Plan and/or Salon Equity Award Grant Agreement (as modified herein), a share of Ulta Beauty Stock with the same rights and privileges applicable to the share of Salon Stock subject to such Salon Option immediately prior to the Effective Time, at an exercise price per share equal to the exercise price per share of Salon Stock subject to such Salon Option immediately prior to the Effective Time. All Salon Options shall be adjusted and converted in accordance with the requirements of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended, and regulations thereunder. 3. At the Effective Time, the Salon Equity Awards, the Salon Equity Compensation Plans and Agreements and any provision of any other compensatory plan, agreement or arrangement providing for the grant or issuance of Salon Stock shall each be automatically deemed to be amended, to the extent necessary or appropriate, to provide that references to Salon in such awards, documents and provisions shall be read to refer to Ulta Beauty and references to Salon Stock in such awards, documents and provisions shall be read to refer to Ulta Beauty Stock. Ulta Beauty and Salon agree to (i) prepare and execute all amendments to the Salon Equity Compensation Plans and Agreements, Salon Equity Awards and other documents necessary to effectuate Ulta Beauty’s assumption of the Salon Equity Compensation Plans and Agreements and outstanding Salon Equity Awards, (ii) provide notice of the assumption to holders of such Salon Equity Awards, and (iii) submit any required filings with the Securities and Exchange Commission in connection with same. 4. On or prior to the Effective Time, Ulta Beauty shall reserve sufficient shares of Ulta Beauty Stock to provide for the issuance of Ulta Beauty Stock to satisfy Ulta Beauty’s obligations under this Agreement with respect to the Salon Equity Compensation Plans and Agreements and Salon Equity Awards. 5. Salon and Ulta Beauty agree that the Reorganization does not constitute a “Change in Control” or “Sale of the Company” under the Salon Equity Compensation Plans and Agreements or the Salon Equity Awards, as such term is defined therein.

Equity Plans and Awards. 1. Subject to and as of the Effective Time, Ulta Beauty Holdco will assume and will perform, from and after the Effective Time, all of the obligations of Salon Acxiom pursuant to the Salon Acxiom Equity Compensation Plans and Agreements. 2. Subject to and as of the Effective Time, (a) Ulta Beauty Holdco will assume each Salon Acxiom Equity Award that is outstanding and unexercised, unvested and not yet paid or payable immediately prior to the Effective Time (i) issued under the Salon Acxiom Equity Compensation Plans and Agreements or (ii) granted by Salon Acxiom outside of the Salon Acxiom Equity Compensation Plans and Agreements pursuant to Nasdaq Listing Rule 5635(c) and (b) each such Salon Acxiom Equity Award shall be converted into (iA) with respect to each Salon Acxiom Stock Unit, a right to acquire or vest in, on otherwise the same terms and conditions as were applicable under the applicable Salon Acxiom Equity Compensation Plan and/or Salon Acxiom Equity Award Grant Agreement (as modified herein), a share of Ulta Beauty Holdco Stock with the same rights and privileges applicable to the share of Salon Acxiom Stock subject to such Salon Acxiom Stock Unit immediately prior to the Effective Time and (iiB) with respect to a Salon Acxiom Option, an option to purchase, on otherwise the same terms and conditions as were applicable under the applicable Salon Acxiom Equity Compensation Plan and/or Salon Acxiom Equity Award Grant Agreement (as modified herein), a share of Ulta Beauty Holdco Stock with the same rights and privileges applicable to the share of Salon Acxiom Stock subject to such Salon Acxiom Option immediately prior to the Effective Time, at an exercise price per share equal to the exercise price per share of Salon Acxiom Stock subject to such Salon Acxiom Option immediately prior to the Effective Time. All Salon Acxiom Options shall be adjusted and converted in accordance with the requirements of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended, and regulations thereunder. 3. At the Effective Time, the Salon Acxiom Equity Awards, the Salon Acxiom Equity Compensation Plans and Agreements and any provision of any other compensatory plan, agreement or arrangement providing for the grant or issuance of Salon Acxiom Stock shall each be automatically deemed to be amended, to the extent necessary or appropriate, to provide that references to Salon Acxiom in such awards, documents and provisions shall be read to refer to Ulta Beauty Holdco (including with respect to any performance-based vesting conditions referring to Acxiom’s performance) and references to Salon Acxiom Stock in such awards, documents and provisions shall be read to refer to Ulta Beauty Holdco Stock. Ulta Beauty Holdco and Salon Acxiom agree to (i) prepare and execute all amendments to the Salon Acxiom Equity Compensation Plans and Agreements, Salon Acxiom Equity Awards and other documents necessary to effectuate Ulta BeautyHoldco’s assumption of the Salon Acxiom Equity Compensation Plans and Agreements and outstanding Salon Acxiom Equity Awards, (ii) provide notice of the assumption to holders of such Salon Acxiom Equity Awards, and (iii) submit any required filings with the Securities and Exchange Commission in connection with same. 4. On or prior to the Effective Time, Ulta Beauty Holdco shall reserve sufficient shares of Ulta Beauty Holdco Stock to provide for the issuance of Ulta Beauty Holdco Stock to satisfy Ulta BeautyHoldco’s obligations under this Agreement with respect to the Salon Acxiom Equity Compensation Plans and Agreements and Salon Acxiom Equity Awards. 5. Salon Acxiom and Ulta Beauty Holdco agree that the Reorganization does not constitute a “Change in Control” or “Sale of the Company” under the Salon Acxiom Equity Compensation Plans and Agreements or the Salon Acxiom Equity Awards, as such term is defined therein, or any other type of acquisition-type transaction by an outside party.

Equity Plans and Awards. 1. Subject to and as of the Effective Time, Ulta Beauty Alphabet will assume and will perform, from and after the Effective Time, all of the obligations of Salon Google pursuant to the Salon Google Equity Compensation Plans and Agreements. 2. Subject to and as of the Effective Time, (a) Ulta Beauty Alphabet will assume each Salon Google Equity Award that is outstanding and unexercised, unvested and not yet paid or payable immediately prior to the Effective Time (i) issued under the Salon Google Equity Compensation Plans and Agreements or (ii) granted by Salon Google outside of the Salon Google Equity Compensation Plans and Agreements pursuant to Nasdaq NASDAQ Listing Rule 5635(c) and (b) each such Salon Google Equity Award shall be converted into (iA) with respect to each Salon Google Stock Unit, a right to acquire or vest in, on otherwise the same terms and conditions as were applicable under the applicable Salon Google Equity Compensation Plan and/or Salon Google Equity Award Grant Agreement (as modified herein), a share of Ulta Beauty Alphabet Stock with the same rights and privileges applicable to the share of Salon Google Stock subject to such Salon Google Stock Unit immediately prior to the Effective Time and (iiB) with respect to a Salon Google Option, an option to purchase, on otherwise the same terms and conditions as were applicable under the applicable Salon Google Equity Compensation Plan and/or Salon Google Equity Award Grant Agreement (as modified herein), a share of Ulta Beauty Alphabet Stock with the same rights and privileges applicable to the share of Salon Google Stock subject to such Salon Google Option immediately prior to the Effective Time, at an exercise price per share equal to the exercise price per share of Salon Google Stock subject to such Salon Google Option immediately prior to the Effective Time. All Salon Google Options shall be adjusted and converted in accordance with the requirements of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Internal Revenue Code of 1986, as amended, and regulations thereunder. 3. At the Effective Time, the Salon Google Equity Awards, the Salon Google Equity Compensation Plans and Agreements and any provision of any other compensatory plan, agreement or arrangement providing for the grant or issuance of Salon Google Stock shall each be automatically deemed to be amended, to the extent necessary or appropriate, to provide that references to Salon Google in such awards, documents and provisions shall be read to refer to Ulta Beauty Alphabet and references to Salon Google Stock in such awards, documents and provisions shall be read to refer to Ulta Beauty Alphabet Stock. Ulta Beauty Alphabet and Salon Google agree to (i) prepare and execute all amendments to the Salon Google Equity Compensation Plans and Agreements, Salon Google Equity Awards and other documents necessary to effectuate Ulta BeautyAlphabet’s assumption of the Salon Google Equity Compensation Plans and Agreements and outstanding Salon Google Equity Awards, (ii) provide notice of the assumption to holders of such Salon Google Equity Awards, and (iii) submit any required filings with the Securities and Exchange Commission in connection with same. 4. On or prior to the Effective Time, Ulta Beauty Alphabet shall reserve sufficient shares of Ulta Beauty Alphabet Stock to provide for the issuance of Ulta Beauty Alphabet Stock to satisfy Ulta BeautyAlphabet’s obligations under this Agreement with respect to the Salon Google Equity Compensation Plans and Agreements and Salon Google Equity Awards. 5. Salon Google and Ulta Beauty Alphabet agree that the Reorganization does not constitute a “Change in Control” or “Sale of the Company” under the Salon Google Equity Compensation Plans and Agreements or the Salon Google Equity Awards, as such term is defined therein.

Equity Plans and Awards. 1. Subject to and as of the Effective Time, Ulta Beauty will assume Labcorp transfers and will assigns to LHI and LHI assuxxx and agrees to perform, from and after the Effective Time, all of the obligations of Salon Labcorp pursuant to the Salon Labcorp Equity Compensation Plans and AgreementsPlans. 2. Subject to and as of the Effective Time, (a) Ulta Beauty will assume Labcorp transfers and assigns to LHI and LHI assumes and agrees to perform all obligations of Labcorp pursuant to each Salon Equity Award that is outstanding and unexercised, unexercised or unvested and not yet paid or payable immediately prior to the Effective Time (i) issued under the Salon Labcorp Equity Compensation Plans and Agreements or (ii) granted by Salon outside of the Salon Equity Compensation Plans and Agreements pursuant to Nasdaq Listing Rule 5635(c) and (b) each such Salon Equity Award shall be converted into an identical equity award of LHI as follows: (ia) with respect to each Salon Unit, RSU and Performance Share shall be converted into a right to acquire or vest in, on otherwise the same terms and conditions as were applicable under the applicable Salon Labcorp Equity Compensation Plan and/or Salon Equity Award Grant Agreement (as modified herein)agreement evidencing an Award, a share of Ulta Beauty LHI Stock with the same rights and privileges applicable to the share of Salon Labcorp Stock subject to such Salon Unit RSU or Performance Share immediately prior to the Effective Time and Time; (iib) with respect to a Salon Option, each Stock Option shall be converted into an option to purchase, on otherwise the same terms and conditions as were applicable under the applicable Salon Labcorp Equity Compensation Plan and/or Salon Equity Award Grant Agreement (as modified herein)agreement evidencing an Award, a share of Ulta Beauty LHI Stock with the same rights and privileges applicable to the share of Salon Labcorp Stock subject to such Salon Stock Option immediately prior to the Effective Time, at an exercise price per share equal to the exercise price per share of Salon Labcorp Stock subject to such Salon Stock Option immediately prior to the Effective Time. All Salon , provided that all Stock Options shall be adjusted and converted in accordance with the requirements of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 424 of the United States Internal Revenue Code of 1986, as amended, and regulations thereunder; and (c) each ESPP Right shall be converted into a right to purchase, on otherwise the same terms and conditions as were applicable under the Labcorp ESPP a number of shares of LHI Stock as determined in accordance with the terms of the Labcorp ESPP, provided that for purposes of the Offering Period (as such term is defined in the Labcorp ESPP) in effect as of the Effective Time (the “Current Offering Period”), the purchase price per share of LHI Stock under the Labcorp ESPP will be 85% of the lesser of the average of the high and low sales price of (i) a share of Labcorp Stock on the first trading day of the Current Offering Period or (ii) a share of LHI Stock on the last trading day of Current Offering Period. 3. At the Effective Time, the Salon Equity Awards, the Salon Labcorp Equity Compensation Plans and Agreements and any provision of any other compensatory plan, agreement or arrangement providing for the grant or issuance of Salon Labcorp Stock shall each be automatically deemed to be amended, to the extent necessary or appropriate, to provide that references to Salon Labcorp in such awards, documents and provisions shall be read to refer to Ulta Beauty LHI and references to Salon Labcorp Stock in such awards, documents and provisions shall be read to refer to Ulta Beauty LHI Stock. Ulta Beauty LHI and Salon Labcorp agree to (i) prepare and execute all amendments to the Salon Labcorp Equity Compensation Plans and AgreementsPlans, Salon Equity Awards and other documents necessary to effectuate Ulta BeautyLHI’s assumption of the Salon Labcorp Equity Compensation Plans and Agreements and outstanding Salon Equity Awards, (ii) provide notice of the assumption to holders of such Salon Equity Awards, and (iii) submit any required filings with the Securities and Exchange Commission in connection with the same. 4. On or prior to the Effective Time, Ulta Beauty LHI shall reserve sufficient shares of Ulta Beauty LHI Stock to provide for the issuance of Ulta Beauty LHI Stock to satisfy Ulta BeautyLHI’s obligations under this Agreement with respect to the Salon Labcorp Equity Compensation Plans and Agreements and Salon Equity AwardsAwards assumed by LHI. 5. Salon Labcorp and Ulta Beauty LHI agree that the Reorganization does not constitute a “Change in Control” or “Sale of the Company” under the Salon Equity Compensation Plans and Agreements or the Salon Equity AwardsLaboratory Corporation of America Holdings 2016 Omnibus Incentive Plan, as such term is defined therein.

Equity Plans and Awards. 1. Subject to and as of the Effective Time, Ulta Beauty Operating Company shall assign, and New Holdings will assume and will perform, from and after the Effective Time, all of the rights and obligations of Salon Operating Company pursuant to the Salon Primo Equity Compensation Plans and Agreements. 2. Subject to and as of the Effective Time, (a) Ulta Beauty : a. New Holdings will assume each Salon Primo Equity Award that is outstanding and unexercised, unvested and not yet paid or payable immediately prior to the Effective Time (i) issued under the Salon Primo Equity Compensation Plans and Agreements or (ii) granted by Salon Operating Company outside of the Salon Primo Equity Compensation Plans and Agreements pursuant to Nasdaq Listing and in accordance with Rule 5635(c) and (b) each such Salon ); and b. Each Primo Equity Award shall be converted into (i) with respect to each Salon Primo Option, an option to purchase, on otherwise the same terms and conditions as were applicable under the applicable Primo Equity Compensation Plan and/or Primo Equity Award Grant Agreement (as modified herein) under which such Primo Option was issued, a share of New Holdings Stock with the same rights and privileges applicable to the share of Primo Stock subject to such Primo Option immediately prior to the Effective Time, at an exercise price per share equal to the exercise price per share of Primo Stock subject to such Primo Option immediately prior to the Effective Time; (ii) with respect to each Primo Stock Unit, a right to acquire or vest in, on otherwise the same terms and conditions as were applicable under the applicable Salon Primo Equity Compensation Plan and/or Salon Primo Equity Award Grant Agreement (as modified herein)) under which such Primo Stock Unit was issued, a share of Ulta Beauty New Holdings Stock with the same rights and privileges applicable to the share of Salon Primo Stock subject to such Salon Primo Stock Unit immediately prior to the Effective Time Time; and (iiiii) with respect to each Other Primo Equity Award, a Salon Option, an option right to purchaseacquire or vest in, on otherwise the same terms and conditions as were applicable as were applicable under the applicable Salon Primo Equity Compensation Plan and/or Salon Primo Equity Award Grant Agreement (as modified herein)) under which such Other Primo Equity Award was issued, a share of Ulta Beauty Stock with right to acquire or vest in the same rights number and privileges applicable to type of equity interests of New Holdings; provided, however, that, in each case, any term or condition set forth in the share Primo Equity Compensation Plans and Agreements or Primo Equity Awards regarding vesting based on continued employment with Operating Company or other conditions shall, as of Salon Stock subject to such Salon Option immediately prior to the Effective Time, at an exercise price per share equal to the exercise price per share be based upon continued employment with New Holdings or any of Salon Stock subject to its wholly-owned subsidiaries, including, without limitation, Operating Company, as applicable, or such Salon Option immediately prior to the Effective Timeother conditions. 3. All Salon Primo Options shall be adjusted and converted in accordance with the requirements of Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Section 424 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. 34. At the Effective Time, the Salon Primo Equity Awards, the Salon Primo Equity Compensation Plans and Agreements and any provision of any other compensatory plan, contract, agreement or arrangement providing for the grant or issuance of Salon Primo Stock shall shall, in each case, be automatically deemed to be amended, to the extent necessary or appropriate, to provide that references to Salon Operating Company in such awards, documents and provisions shall be read to refer to Ulta Beauty New Holdings, and references to Salon Primo Stock in such awards, documents and provisions shall be read to refer to Ulta Beauty New Holdings Stock. Ulta Beauty New Holdings and Salon Operating Company agree to (ia) prepare and execute all amendments to the Salon Primo Equity Compensation Plans and Agreements, Salon Primo Equity Awards and other documents necessary to effectuate Ulta Beauty’s New Holdings’ assumption of the Salon Primo Equity Compensation Plans and Agreements and and/or outstanding Salon Primo Equity AwardsAwards based on continued employment with Operating Company shall be based on continued employment with New Holdings or any of its subsidiaries, as applicable; (iib) provide notice of the assumption to holders of such Salon Primo Equity Awards, Awards and (iiic) submit any required filings with the Securities and Exchange Commission (“SEC”) or Nasdaq Global Market in connection with the same. 45. On or prior to the Effective Time, Ulta Beauty New Holdings shall reserve a sufficient number of shares of Ulta Beauty New Holdings Stock to provide for the issuance of Ulta Beauty New Holdings Stock to satisfy Ulta Beauty’s New Holdings’ obligations under this Agreement with respect to the Salon Primo Equity Compensation Plans and Agreements and Salon Primo Equity Awards. 56. Salon Operating Company and Ulta Beauty New Holdings agree that the Reorganization does not constitute a “Change in Control” or “Sale change of the Companycontrol” under the Salon Primo Equity Compensation Plans and Agreements or the Salon Primo Equity Awards, as such term is defined or used therein.