Ulta Salon, Cosmetics & Fragrance, Inc. Sample Contracts

Ulta Salon, Cosmetics & Fragrance, Inc. 8,976,112 Shares of Common Stock1 Underwriting Agreement
Underwriting Agreement • June 11th, 2010 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec • Illinois

William Blair & Company, L.L.C. Wells Fargo Securities, LLC As Representatives of the Several Underwriters c/o William Blair & Company, L.L.C. 222 West Adams Street Chicago, Illinois 60606

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Ulta Salon, Cosmetics & Fragrance, Inc. _____Shares of Common Stock Underwriting Agreement
Underwriting Agreement • October 11th, 2007 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec • New York

Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of ___shares of common stock, par value $.01 per share (the “Common Stock”), of the Company and the stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the Underwriters an aggregate of ___shares of Common Stock and, at the option of the Underwriters, the Selling Stockholders propose to sell up to an additional ___shares of Common Stock. The aggregate of ___shares to be sold by the Company and the Selling Stockholders are herein referred to as the “Underwritten Shares” and the aggregate of ___additional shares to be sold by the Selling Stockholders at the option of the Underwriters are referred to as the “Option Shares.” The Underwritten Shares and the Option Shares are here

AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 26th, 2024 • Ulta Beauty, Inc. • Retail-retail stores, nec • New York

SECOND AMENDED AND RESTATED LOAN AGREEMENT, dated as of August 23, 2017, as amended on March 11, 2020 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among ULTA BEAUTY, INC., a Delaware corporation (“Holdings”), ULTA SALON, COSMETICS & FRAGRANCE, INC., a Delaware corporation (“Ulta Salon”), the Subsidiaries of Holdings identified on the signature pages hereof as “Borrowers” (together with Holdings and Ulta Salon, are referred to hereinafter each individually, as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), the Lenders and other Issuing Banks party hereto from time to time, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, and as further defined in Section 1.01, the “Administrative Agent”), as collateral agent (in such capacity, and as further defined in Section 1.01, the “Collateral Agent”), as a Swingline Lender (in such capacity, and as furt

ULTA BEAUTY, INC. AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN OPTION AGREEMENT - CERTIFICATE
Option Agreement • March 24th, 2023 • Ulta Beauty, Inc. • Retail-retail stores, nec

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 Ulta Beauty, Inc. Amended and Restated 2011 Incentive Award Plan (the “Plan”) to the following individual and upon the following terms:

ULTA BEAUTY, INC. AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 24th, 2023 • Ulta Beauty, Inc. • Retail-retail stores, nec

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.

SECTION PAGE 1. FUNDAMENTAL LEASE TERMS 1 2. AGREEMENT TO LEASE 1 3. RENT 2 4. BASE RENT 2 5. ADDITIONAL RENT 2 6. SERVICES 6 7. SECURITY DEPOSIT 7 8. USE 7 9. CONDITION OF PREMISES 8 10. EARLY POSSESSION 8 11. ASSIGNMENT AND SUBLETTING 8 12. REPAIRS...
Lease Agreement • August 17th, 2007 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec

THIS LEASE (“Lease”) is entered into as of the 31st day of October, 2006, by and between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation, whose address is Two Prudential Plaza, 180 North Stetson Street, Suite 3275, Chicago, Illinois 60601 (together with its successors and assigns, “Landlord”) and ULTA SALON, COSMETICS & FRAGRANCE, INC., a Delaware corporation (together with its permitted successors and assigns, “Tenant”).

ULTA BEAUTY, INC. AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT – Performance Shares
Restricted Stock Unit Award Agreement • March 24th, 2023 • Ulta Beauty, Inc. • Retail-retail stores, nec

Ulta Beauty, Inc. (the “Company”) pursuant to the Ulta Beauty, Inc. Amended and Restated 2011 Incentive Award Plan (the “Plan”) hereby grants the following individual the right to earn Restricted Stock Units (each, an “RSU”), subject to the requirements set forth herein and in the Plan. Each RSU earned 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.

ULTA BEAUTY, INC. AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT – Performance Shares
Restricted Stock Unit Award Agreement • March 30th, 2021 • Ulta Beauty, Inc. • Retail-retail stores, nec

Ulta Beauty, Inc. (the “Company”) pursuant to the Ulta Beauty, Inc. Amended and Restated 2011 Incentive Award Plan (the “Plan”) hereby grants the following individual the right to earn Restricted Stock Units (each, an “RSU”), subject to the requirements set forth herein and in the Plan. Each RSU earned 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.

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 17th, 2007 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec • Illinois

This Stock Purchase Agreement (this “Agreement”), dated as of December ___, 2006, is by and among ULTA SALON, COSMETICS & FRAGRANCE, INC., a Delaware corporation (“Ulta” or the “Company”) and CHARLES R. WEBER (“Executive”).

ULTA SALON, COSMETICS & FRAGRANCE, INC. AMENDMENT TO THE SECOND AMENDED AND RESTATED RECLASSIFICATION AND SALE OF SHARES AGREEMENT
Reclassification and Sale of Shares Agreement • August 17th, 2007 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec • Delaware

This is an amendment, dated as of May 25, 2001 (the “Amendment”), to the Second Amended and Restated Reclassification and Sale of Shares Agreement, dated as of December 18, 2000 (the “Reclassification Agreement”), among Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the “Company”) and the Shareholders of the Company party thereto. Unless otherwise defined herein, all capitalized terms shall have the meaning set forth in the Reclassification Agreement.

ULTA BEAUTY, INC. AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN OPTION AGREEMENT - CERTIFICATE
Option Agreement • March 28th, 2017 • Ulta Beauty, Inc. • Retail-retail stores, nec

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:

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 25th, 2023 • Ulta Beauty, Inc. • Retail-retail stores, nec • New York

AGREEMENT (this “Amendment”) dated as of February 27, 2023 is by and among ULTA BEAUTY, INC., a Delaware corporation (“Holdings”), ULTA SALON, COSMETICS & FRAGRANCE, INC., a Delaware corporation (the “Borrower Representative”), ULTA INC., a Delaware corporation (“Ulta Inc.”), ULTA BEAUTY CREDIT SERVICES CORPORATION, a Delaware corporation (“Ulta Credit”), ULTA BEAUTY COSMETICS, LLC, a Florida limited liability company (“Ulta Cosmetics”), UB MEDIA, INC., a Delaware corporation (“UB Media”), ULTA BEAUTY DISTRIBUTION, INC., a Delaware corporation (“UBD”, and together with Holdings, the Borrower Representative, Ulta Inc., Ulta Credit, Ulta Cosmetics, and UB Media, each a “Borrower” and collectively, the “Borrowers”), the financial institutions party hereto as lenders (“Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacities as administrative agent and as collateral agent for the Lenders (the “Agent”) and in its individual capacity (“Wells Fargo”). Capitalized terms used and

ULTA SALON, COSMETICS & FRAGRANCE, INC. CARL RUBIN EMPLOYMENT AGREEMENT
Employment Agreement • April 27th, 2010 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec • Illinois

This Employment Agreement (the “Agreement”) is entered into as of April 12, 2010, by and between Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the “Company”) and Carl Rubin (“Executive”).

ULTA BEAUTY, INC. AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN OPTION AGREEMENT - CERTIFICATE
Option Agreement • March 30th, 2021 • Ulta Beauty, Inc. • Retail-retail stores, nec

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 Ulta Beauty, Inc. Amended and Restated 2011 Incentive Award Plan (the “Plan”) to the following individual and upon the following terms:

EMPLOYMENT AGREEMENT
Employment Agreement • August 17th, 2007 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec • Illinois

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 12th day of December, 2005, between Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the “Company”) and Bruce Barkus (the “Executive”).

AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT
Stockholder Rights Agreement • January 30th, 2017 • Ulta Beauty, Inc. • Retail-retail stores, nec • Delaware

This AMENDMENT (this “Amendment”) to the Stockholder Rights Agreement, dated as of October 25, 2007 (the “Agreement”), by and between Ulta Salon, Cosmetics & Fragrance, Inc. (the “Company”) and American Stock Transfer & Trust Company, as Rights Agent (“Rights Agent”), is made and entered into as of January 29, 2017. Capitalized terms used but not expressly defined in this Amendment shall have the meanings ascribed to such terms in the Agreement.

AGREEMENT AND PLAN OF MERGER
Merger Agreement • January 30th, 2017 • Ulta Beauty, Inc. • Retail-retail stores, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (the “Agreement”), entered into as of January 27, 2017, by and among Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the “Company”), Ulta Beauty, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Holdco”), and Ulta Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Holdco (“Merger Sub”).

THIRD AMENDMENT TO LEASE
Office/Showroom/Warehouse Lease • March 31st, 2010 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec

THIS THIRD AMENDMENT TO OFFICE/SHOWROOM/WAREHOUSE LEASE (this “Amendment”) is made and entered into as of this 10th day of November, 2009 (the “Effective Date”), by and between 1135 ARBOR DRIVE INVESTORS LLC, a Delaware limited liability company (“Landlord”) and ULTA SALON, COSMETICS AND FRAGRANCE, INC., a Delaware corporation (“Tenant”).

FOURTH AMENDMENT TO LEASE
Office Lease • March 30th, 2011 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec

This Fourth Amendment to Lease (this “Amendment”) is made and entered into as of this 3rd day of May, 2010 by and between BOLINGBROOK INVESTORS, LLC, an Illinois limited liability company (“Landlord”), and ULTA SALON, COSMETICS & FRAGRANCE, INC., a Delaware corporation (“Tenant”).

SECOND AMENDED AND RESTATED RECLASSIFICATION AND SALE OF SHARES AGREEMENT
Reclassification and Sale of Shares Agreement • August 17th, 2007 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec • Illinois
FIRST AMENDMENT TO LEASE
Lease • March 31st, 2010 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec

THIS FIRST AMENDMENT TO LEASE is made as of the 23rd day of October 2007 (the “Amendment”), by and between SOUTHWEST VALLEY PARTNERS, LLC, an Indiana limited liability company (hereinafter referred to as “Landlord”) and ULTA SALON, COSMETICS & FRAGRANCE, INC., a Delaware corporation (hereinafter referred to as “Tenant”), which terms “Landlord” and “Tenant” shall include the successors and assigns of the respective parties.

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June 20, 2013
Employment Agreement • June 24th, 2013 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec

We are very pleased to offer you the position of Chief Executive Officer of Ulta Salon, Cosmetics & Fragrance, Inc. (“Ulta”) and Ulta Inc. (collectively with Ulta the “Company”) and look forward to you joining our team. This letter agreement (this “Agreement”) sets forth our offer and the terms and conditions of your employment with the Company, should you accept such offer.

Ulta Salon, Cosmetics & Fragrance, Inc. Common Stock Underwriting Agreement
Underwriting Agreement • May 10th, 2012 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec • Illinois
FIRST AMENDMENT TO LEASE
Lease • August 17th, 2007 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec • Illinois

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is made as of the 24th day of August, 2004, between THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, a New Jersey corporation (“Landlord”) and ULTA SALON, COSMETICS AND FRAGRANCE, INC., a Delaware corporation (“Tenant”).

ULTA SALON, COSMETICS & FRAGRANCE, INC.
Restricted Stock Unit Award Agreement • March 31st, 2015 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec

Ulta Salon, Cosmetics & Fragrance, Inc. (the “Company”) pursuant to the Ulta Salon, Cosmetics & Fragrance, Inc. 2011 Incentive Award Plan (the “Plan”) hereby grants the following individual the right to earn Restricted Stock Units (each, an “RSU”), subject to the requirements set forth herein and in the Plan. Each RSU earned 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.

ULTA BEAUTY, INC. AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 28th, 2017 • Ulta Beauty, Inc. • Retail-retail stores, nec

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.

FIRST AMENDMENT TO LEASE AGREEMENT
Lease Agreement • March 31st, 2010 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec • Illinois

THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of this 1st day of November, 2000 by and between AETNA LIFE INSURANCE COMPANY c/o UBS REALTY INVESTORS, LLC, a Massachusetts limited liability company (“Landlord”) and ULTA, SALON.COSMETICS & FRAGRANCE, INC., a Delaware corporation (“Tenant”).

CONFIDENTIAL INFORMATION & RESTRICTIVE COVENANTS AGREEMENT
Confidentiality Agreement • March 30th, 2021 • Ulta Beauty, Inc. • Retail-retail stores, nec • Illinois

THIS CONFIDENTIAL INFORMATION & PROTECTIVE COVENANTS AGREEMENT (“Agreement”) is between Mary Dillon “Employee” and Ulta Beauty, Inc. and its subsidiaries collectively the “Company”. Employee and the Company are collectively referred to as the “Parties.”

ULTA BEAUTY, INC. AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN OPTION AGREEMENT - CERTIFICATE
Option Agreement • March 30th, 2021 • Ulta Beauty, Inc. • Retail-retail stores, nec

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 Ulta Beauty, Inc. Amended and Restated 2011 Incentive Award Plan (the “Plan”) to the following individual and upon the following terms:

EMPLOYMENT AGREEMENT
Employment Agreement • June 17th, 2008 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 16th day of June, 2008, by and between Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the “Company”), and Lyn Kirby (the “Executive”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 17th, 2007 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec

Ulta Salon, Cosmetics & Fragrance, Inc., a Delaware corporation (the “Company”) and Bruce Barkus (the “Executive”) entered into an EMPLOYMENT AGREEMENT dated December 12, 2005, (the “Agreement”). Pursuant to Section 5.10 of the Agreement, the Company and the Executive hereby, agree to amend the Agreement as of the 28th day of June, 2006 (the “Amendment”), by adding the following Section 2.10 to the Agreement:

AMENDMENT TO OPTION AGREEMENT WITH GRANT DATE MARCH 24, 2008
Option Agreement • April 2nd, 2009 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec

WHEREAS, Ulta Salon, Cosmetics & Fragrance, Inc. (the “Company”) and Lyn Kirby (“Optionee”) are parties to an Option Agreement with a Grant Date of March 24, 2008 (the “Option Agreement”) whereby the Company granted Optionee the option to purchase 625,000 shares of the Company’s Common Stock at an exercise price equal to $14.06 per share (the “Option”);

SECOND AMENDMENT TO LEASE
Lease • June 17th, 2008 • Ulta Salon, Cosmetics & Fragrance, Inc. • Retail-retail stores, nec

THIS SECOND AMENDMENT TO LEASE (this “Second Amendment”) is made and entered into as of the 20th day of February 2008 by and between BOLINGBROOK INVESTORS, LLC, an Illinois limited liability company (“Landlord”), and ULTA SALON, COSMETICS AND FRAGRANCE, INC., a Delaware corporation (“Tenant”).

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