Common use of Severability, Waiver, Modification, Assignment, and Governing Law Clause in Contracts

Severability, Waiver, Modification, Assignment, and Governing Law. (a) This Agreement may not be waived or modified except by written agreement of the Company and the Holder, or by court order. (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. (c) If the forfeiture provisions of Section 4(b) of this Agreement are determined by a court of competent jurisdiction to be unenforceable because the definition of Competitive Business or Restricted Area are too broad, or the duration for forfeiture of the RSUs is too long, then the court shall modify such definitions and the duration to the extent necessary in order to make Section 4(b) enforceable. If any court determines that the forfeiture provisions in Section 4(b) of this Agreement are unenforceable despite the power to reform them, then Section 4(b) shall be removed from this Agreement in its entirety, and the RSUs will be forfeited, retroactively, as provided in Section 4(a) as of and upon the Holder's Termination of Service and the remaining provisions of this Agreement are not to be affected and should be given full effect. (d) This Agreement will inure to the benefit of Company’s successors in interest, affiliates, subsidiaries, parents, purchasers, or assignees, and may be enforced by any one or more of same, without need of any further authorization or agreement from Holder. (e) 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. (f) Any action relating to or arising from this Agreement must be brought in the courts of the State of Illinois or the federal district courts located in the State of Illinois (if sufficient grounds for federal court jurisdiction exist). Employee expressly consents to personal jurisdiction and venue in the aforementioned courts in any such action. ​

Severability, Waiver, Modification, Assignment, and Governing Law. (a) This Agreement may not be waived or modified except by written agreement of the Company and the Holder, or by court order. (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. (c) If the forfeiture provisions of Section 4(b) of this Agreement are determined by a court of competent jurisdiction to be unenforceable because the definition of Competitive Business or Restricted Area are too broad, or the duration for forfeiture of the RSUs is too long, then the court shall modify such definitions and the duration to the extent necessary in order to ​ ​ ​ make Section 4(b) enforceable. If any court determines that the forfeiture provisions in Section 4(b) of this Agreement are unenforceable despite the power to reform them, then Section 4(b) shall be removed from this Agreement in its entirety, and the RSUs will be forfeited, retroactively, as provided in Section 4(a) as of and upon the Holder's Termination of Service and the remaining provisions of this Agreement are not to be affected and should be given full effect. (d) This Agreement will inure to the benefit of Company’s successors in interest, affiliates, subsidiaries, parents, purchasers, or assignees, and may be enforced by any one or more of same, without need of any further authorization or agreement from Holder. (e) 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. (f) Any action relating to or arising from this Agreement must be brought in the courts of the State of Illinois or the federal district courts located in the State of Illinois (if sufficient grounds for federal court jurisdiction exist). Employee expressly consents to personal jurisdiction and venue in the aforementioned courts in any such action. COMPANY: ULTA BEAUTY, INC., a Delaware corporation By: ​ Name:​ ​​ ​​ ​​ ​​ ​​ ​ Title: Chief Human Resources Officer​ ​ ​ ​ ​ ​ Defined terms used in this Exhibit A that are not otherwise defined in the Award Agreement or the Plan have the meanings given to such terms in this Exhibit A, including Section 5 below. ​

Severability, Waiver, Modification, Assignment, and Governing Law. (a) This Agreement may not be waived or modified except by written agreement of the Company and the Holder, or by court order. (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. (c) If the forfeiture provisions of Section 4(b) of this Agreement are determined by a court of competent jurisdiction to be unenforceable because the definition of Competitive Business or Restricted Area are too broad, or the duration for forfeiture of the RSUs is too long, then the court shall modify such definitions and the duration to the extent necessary in order to make Section 4(b) enforceable. If any court determines that the forfeiture provisions in Section 4(b) of this Agreement are unenforceable despite the power to reform them, then Section 4(b) shall be removed from this Agreement in its entirety, and the RSUs will be forfeited, retroactively, as provided in Section 4(a) as of and upon the Holder's Termination of Service and the remaining provisions of this Agreement are not to be affected and should be given full effect. (d) This Agreement will inure to the benefit of Company’s successors in interest, affiliates, subsidiaries, parents, purchasers, or assignees, and may be enforced by any one or more of same, without need of any further authorization or agreement from Holder. (e) 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. (f) Any action relating to or arising from this Agreement must be brought in the courts of the State of Illinois or the federal district courts located in the State of Illinois (if sufficient grounds for federal court jurisdiction exist). Employee expressly consents to personal jurisdiction and venue in the aforementioned courts in any such action. COMPANY: ULTA BEAUTY, INC., a Delaware corporation By: ​ Name: ​ ​​ ​​ ​​ ​ Title: Chief Human Resources Officer​ ​ Defined terms used in this Exhibit A that are not otherwise defined in the Award Agreement or the Plan have the meanings given to such terms in this Exhibit A, including Section 5 below. ​

Severability, Waiver, Modification, Assignment, and Governing Law. (a) This Agreement may not be waived or modified except by written agreement of the Company and the Holder, or by court order. (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. (c) If the forfeiture provisions of Section 4(b1(C) of this Agreement are determined by a court of competent jurisdiction to be unenforceable because the definition of Competitive Business or Restricted Area are too broad, or the duration for forfeiture of the RSUs Option is too long, then the court shall modify such definitions and the duration to the extent necessary in order to make Section 4(b1(C) enforceable. If any court determines that the forfeiture provisions in Section 4(b1(C) of this Agreement are unenforceable despite the power to reform them, then Section 4(b1(C) shall be removed from this Agreement in its entirety, and the RSUs Option will be forfeited, retroactively, as provided in Section 4(a1(B) as of and upon the HolderOptionee's Termination of Service and the remaining provisions of this Agreement are not to be affected and should be given full effect. (d) This Agreement will inure to the benefit of Company’s successors in interest, affiliates, subsidiaries, parents, purchasers, or assignees, and may be enforced by any one or more of same, without need of any further authorization or agreement from Holder. (e) 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. (f) Any action relating to or arising from this Agreement must be brought in the courts of the State of Illinois or the federal district courts located in the State of Illinois (if sufficient grounds for federal court jurisdiction exist). Employee expressly consents to personal jurisdiction and venue in the aforementioned courts in any such action. ​

Severability, Waiver, Modification, Assignment, and Governing Law. (a) This Agreement may not be waived or modified except by written agreement of the Company and the Holder, or by court order. (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. (c) If the forfeiture provisions of Section 4(b) of this Agreement are determined by a court of competent jurisdiction to be unenforceable because the definition of Competitive Business or Restricted Area are too broad, or the duration for forfeiture of the RSUs is too long, then the court shall modify such definitions and the duration to the extent necessary in order to make Section 4(b) enforceable. If any court determines that the forfeiture provisions in Section 4(b) of this Agreement are unenforceable despite the power to reform them, then Section 4(b) shall be removed from this Agreement in its entirety, and the RSUs will be forfeited, retroactively, as provided in Section 4(a) as of and upon the Holder's Termination of Service and the remaining provisions of this Agreement are not to be affected and should be given full effect.. ​ ​ (d) This Agreement will inure to the benefit of Company’s successors in interest, affiliates, subsidiaries, parents, purchasers, or assignees, and may be enforced by any one or more of same, without need of any further authorization or agreement from Holder. (e) 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. (f) Any action relating to or arising from this Agreement must be brought in the courts of the State of Illinois or the federal district courts located in the State of Illinois (if sufficient grounds for federal court jurisdiction exist). Employee expressly consents to personal jurisdiction and venue in the aforementioned courts in any such action. ​

Severability, Waiver, Modification, Assignment, and Governing Law. (a) This Agreement may not be waived or modified except by written agreement of the Company and the Holder, or by court order.. ​ ​ (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. (c) If the forfeiture provisions of Section 4(b1(C) of this Agreement are determined by a court of competent jurisdiction to be unenforceable because the definition of Competitive Business or Restricted Area are too broad, or the duration for forfeiture of the RSUs Option is too long, then the court shall modify such definitions and the duration to the extent necessary in order to make Section 4(b1(C) enforceable. If any court determines that the forfeiture provisions in Section 4(b1(C) of this Agreement are unenforceable despite the power to reform them, then Section 4(b1(C) shall be removed from this Agreement in its entirety, and the RSUs Option will be forfeited, retroactively, as provided in Section 4(a1(B) as of and upon the HolderOptionee's Termination of Service and the remaining provisions of this Agreement are not to be affected and should be given full effect. (d) This Agreement will inure to the benefit of Company’s successors in interest, affiliates, subsidiaries, parents, purchasers, or assignees, and may be enforced by any one or more of same, without need of any further authorization or agreement from Holder. (e) 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. (f) Any action relating to or arising from this Agreement must be brought in the courts of the State of Illinois or the federal district courts located in the State of Illinois (if sufficient grounds for federal court jurisdiction exist). Employee expressly consents to personal jurisdiction and venue in the aforementioned courts in any such action. ​