Form 8-K Ulta Beauty, Inc. For: Mar 25

Exhibit 10.1

ULTA BEAUTY, INC.

AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT – Performance Shares

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.

Grant:

Performance Conditions:

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Unless otherwise defined herein, capitalized terms shall have the same meanings set forth in the Plan.

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COMPANY:

ULTA BEAUTY, INC., a Delaware corporation

By:

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Name: Jeffrey Childs​ ​​ ​​ ​​ ​

Title: Chief Human Resources Officer​ ​

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EXHIBIT A

PERFORMANCE VESTING

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.

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The Committee shall have the sole authority and discretion to determine the Vesting Eligible RSUs at the end of the Performance Period based on the Company’s achievement of EBT, Revenue and TSR goals, and to adjust the performance goals or actual achievement against the goals as provided in the Plan. No RSUs will become Vesting Eligible RSUs until the date the Committee determines and certifies the level of achievement. All RSUs that do not become Vesting Eligible RSUs will be forfeited.

Exhibit 10.2

ULTA BEAUTY, INC.

AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN

OPTION AGREEMENT - CERTIFICATE

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:

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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 shall have the same meanings as set forth in the Plan.

1.Vesting Schedule. The Option shall vest and become exercisable based on Optionee’s continued service as an Employee, Director or Consultant to the Company on the following dates and according to the following schedule:

[ADD VESTING SCHEDULE]

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Notwithstanding the foregoing, the Option will be fully vested and exercisable if (i) Optionee has a Termination of Service by reason of death or Disability or (ii) Optionee’s Termination of Service without Cause within twelve (12) months following a Change in Control. If Optionee 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 this purpose “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 of the Company, violation of any material condition of employment.

2.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 three (3) months after the Optionee’s Termination of Service for any reason other than death, Disability, or Retirement; (iii) the date twelve (12) months after the Optionee’s Termination of Service by reason of death, Disability, or Retirement; or (iv) the date of Optionee’s Termination of Service for reasons of Cause. For this purpose “Disability” means that the Optionee qualifies to receive long-term disability payments under the Company’s long-term disability insurance program, as it may be amended from time to time; and “Retirement” means the date Optionee retires from the Company, on or after the sum of the Optionee’ s age and years of [uninterrupted] service with the Company is greater than or equal to seventy (70).

3.Exercise. The Option may be exercised at any time during its term to the extent vested. If Optionee has a Termination of Service any unvested portion of the Option will terminate and will no longer be exercisable. The Option may not be exercised for fractional shares. In order to exercise the Option, Optionee 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.

4.Non-Compete, Non-Solicitation and Confidential Information. The grant of this Option is subject to the Optionee’s either consenting to or having already consented to and abiding by the terms of the attached Confidential Information & Protective Covenants Agreement.

5.Withholding. The Company has the authority to deduct or withhold, or require Optionee to remit to the Company, an amount sufficient to satisfy applicable federal, state, local and foreign taxes arising from this Option. Optionee may satisfy his or 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 Optionee 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 Optionee 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.

6.No Additional Rights. Participation in the Plan is voluntary. The value of the option is an extraordinary item of compensation outside the scope of Optionee’s employment contract, if any. As 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.

7.Not Transferable. This Option is not transferable except by will or the laws of descent and distribution.

8.Limitations on Plan Rights. This Option is granted under and governed by the terms and conditions of the Plan. By acceptance of this Option Optionee 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, Optionee 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.

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Exhibit 10.3

ULTA BEAUTY, INC.

AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT – Performance Shares

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.

Grant:

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Performance Conditions:

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Unless otherwise defined herein, capitalized terms shall have the same meanings set forth in the Plan.

1.Determination of Earned RSUs. The number of Performance Units granted, represents a target number of shares that may be earned based upon satisfaction of the target Performance Goal(s) as set forth on Exhibit A (the “Target Award”). The actual number of RSUs earned (“Vesting Eligible RSUs”) may be greater or less than the Target Award, or even zero and will be determined based on the Company's actual performance level achieved according to the formulas set forth on Exhibit A. All RSUs that do not become Vesting Eligible RSUs shall be forfeited. Once the performance conditions for becoming Vesting Eligible RSUs are satisfied, such Vesting Eligible RSUs remain subject forfeiture until RSUs become “Vested RSUs” on the Vesting Date, unless otherwise provided on Exhibit A.

2.Limits on Transfer. Holder may not sell, pledge, transfer, subject to lien, assign or otherwise hypothecate the RSUs unless and until the RSUs become Vested RSUs, and all other terms and conditions set forth herein and in the Plan have been satisfied. Any attempt to do so contrary to the provisions of this Award Agreement shall be null and void.

3.Non-Compete, Non-Solicitation and Confidential Information. The grant of the RSUs is subject to Holder entering into and abiding by the terms of the Confidential Information & Restrictive Covenants Agreement (the “CIRCA”).

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4.Forfeiture. Unless otherwise provided in Exhibit A, the RSUs shall be forfeited upon the Holder’s violation of the Vesting Conditions, whether or not such RSUs were otherwise Vesting Eligible RSUs.

5.Settlement and Payment of RSUs. Unless an earlier date is required in Exhibit A, the Company will deliver to Holder the number of Shares equal to the Vested RSUs as on the Vesting Date. The Company shall deliver the Shares electronically into a brokerage account designated by Holder and shall not be required to deliver actual physical Share certificates. The issuance of Shares in settlement of vested RSUs will be subject to tax withholding, as provided below.

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 withholding taxes with respect to the Shares issued in settlement of vested RSUs. A Holder may elect to satisfy his tax obligation, in whole or in part: (i) with the consent of the Company, by surrendering Shares or having the Company withhold Shares otherwise issuable under this Award Agreement, in each case with a Fair Market Value on the date of such surrender or withholding equal to the minimum amount of the tax withholding obligation or (ii) by payment in cash or check. Notwithstanding anything to the contrary herein, if the Holder made no such election or the tax obligation arises during a period in which the Holder is prohibited from trading under any policy of the Company or by reason of the Securities Exchange Act of 1934, then the tax withholding obligation shall automatically be satisfied by the Company withholding Shares having a Fair Market Value equal to the minimum amount of the tax withholding obligation. No Shares will be delivered to Holder in settlement of vested RSUs under Section 5 unless and until all tax withholding obligations have been satisfied.

7.Rights as Stockholder. The RSUs awarded under this Award Agreement do not confer upon Holder any rights as a stockholder, including but not limited to any right to vote or receive dividends. To the extent that dividends are paid on Shares, Holder shall be entitled to receive with respect to the RSUs, dividend equivalent amounts equal to the regular cash dividend payable to holders of Shares (to the extent regular cash dividends are paid) as if Holder were an actual shareholder with respect to the number of Shares equal to his outstanding RSUs (the “Dividend Equivalents”). Holder’s rights to Dividend Equivalents shall cease upon forfeiture or payment of the RSUs. The aggregate amount of such Dividend Equivalents shall be held by the Company, without interest thereon, and paid to Holder as of the next payroll period after the RSUs are settled as provided in Section 5. Any Dividend Equivalents held by the Company on RSUs which do not become Vested RSUs shall be forfeited and retained by the Company.

8.Employment. This Award Agreement does not constitute a contract of employment, and does not confer upon Holder the right to be retained in the employ of the Company or any Subsidiary. In addition, nothing in the Plan or this Award Agreement shall be interpreted to interfere with or limit in any way the right of the Company to terminate Holder’s employment or services at any time.

9.No Additional Rights. Participation in the Plan is voluntary. The value of the RSUs is an extraordinary item that 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 the RSUs under the Plan represents a mere investment.

10.Limitations on Plan Rights. The RSUs are granted under and governed by the terms and conditions of the Plan. By acceptance of the RSUs, 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 the RSUs under the Plan is a one-time benefit and does not create any contractual or other rights in Holder to receive a grant of stock or benefits in lieu of RSUs in the future. Future grants of RSUs, if any, will be at the sole discretion of the Company, including, but not limited to, the timing of the grant, the number of RSUs, and vesting provisions. 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 the Restricted Stock Unit Award, Holder consents to the provisions of the Plan, this Award Agreement and the CIRCA.

11.Clawback. Notwithstanding anything contained in the Award Agreement to the contrary, all RSUs subject this Award Agreement, and any Shares issued upon settlement hereunder shall be subject to 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.

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EXHIBIT A

PERFORMANCE VESTING

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.

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The Committee shall have the sole authority and discretion to determine the Vesting Eligible RSUs at the end of the Performance Period based on the Company’s achievement of EBT, Revenue and TSR goals, and to adjust the performance goals or actual achievement against the goals as provided in the Plan. No RSUs will become Vesting Eligible RSUs until the date the Committee determines and certifies the level of achievement. All RSUs that do not become Vesting Eligible RSUs will be forfeited.

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Exhibit 10.4

ULTA BEAUTY, INC.

AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN

OPTION AGREEMENT - CERTIFICATE

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:

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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 shall have the same meanings as set forth in the Plan.

[ADD VESTING SCHEDULE]

Notwithstanding the foregoing, the Option will be fully vested and exercisable if (i) Optionee has a Termination of Service by reason of death or Disability, or (ii) Optionee’s Termination of Service without Cause within twelve (12) months following a Change in Control. If Optionee has a Termination of Service for Cause or has a Restrictive Covenant Violation, 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 this purpose:

“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 of the Company, violation of any material condition of employment.

“Restrictive Covenant Violation” shall mean Optionee’s violation of the provisions of the CIRCA.

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“Vesting Conditions” shall mean both (i) Optionee’s continued service as an Employee or Director through the earlier of (a) the Company’s annual meeting of shareholders to be held in 2022, (b) a Change in Control, or (c) Optionee’s Termination of Service by action of the Company, other than for Cause, and (ii) Optionee’s continued compliance with the CIRCA. The Vesting Conditions will not be satisfied if the Optionee has a Termination of Service by reason of Holder’s resignation prior to the Company’s annual meeting of shareholders to be held in 2022.

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COMPANY:

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ULTA BEAUTY, INC., a Delaware corporation

By:  

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Name: Jeffrey Childs​ ​​ ​​ ​​ ​

Title: Chief Human Resources Officer​ ​

Exhibit 10.5

ULTA BEAUTY, INC.

AMENDED AND RESTATED 2011 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT

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.

Unless otherwise defined herein, capitalized terms shall have the same meanings set forth in the Plan.

For purposes of this Award Agreement:

“Cause” shall mean, as determined in the sole discretion of the Administrator, the Holder’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); or (iv) violation of any material condition of employment if Holder is an employee of the Company.

“Vesting Conditions” shall mean (i) Holder’s continued service as an Employee or Director through the earlier of (a) the Company’s annual meeting of shareholders to be held in 2022, (b) a Change in Control, or (c) Termination of Service by action of the Company other than for Cause, and (ii) Holder’s continued compliance with the CIRCA. The Vesting Conditions will not be satisfied if Holder has a Termination of Service by reason of resignation prior to the Company’s annual meeting of shareholders to be held in 2022.

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COMPANY:

ULTA BEAUTY, INC., a Delaware corporation

By:  

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Name: Jeffrey Childs​ ​​ ​​ ​​ ​

Title: Chief Human Resources Officer​ ​

Exhibit 10.6

CONFIDENTIAL INFORMATION & RESTRICTIVE COVENANTS AGREEMENT

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Employee: Mary Dillon (“Employee”).

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Company: ULTA Inc. (“ULTA”), 1000 Remington Blvd., Suite 120, Bolingbrook, Illinois 60440, including its subsidiaries and affiliates (“Company”).

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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.”

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Employee serves as Chief Executive Officer and a director of the Company and beginning June 1, 2021 will serve as Executive Chair of the Company. In such positions Employee has gained and will continue to gain access to and use of the Company’s Confidential Information and Trade Secrets and customer goodwill. In consideration of and as a condition of the grant by the Company of and continued vesting in the restricted stock units, stock options and performance vesting restricted stock units granted on March 25, 2021 (collectively the “2021 Awards”) Employee and for other good and valuable consideration, ULTA and Employee agree as follows:

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SECTION 1. 2013 Agreement and 2021 Awards.

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1.12013 Agreement. Employee and the Company entered into a Confidential Information & Protective Covenants Agreement as of June 20, 2013 (the “2013 Agreement”) pursuant to which Employee agreed to certain covenants regarding confidential information, non-competition and non-solicitation of customers and employees. Except as provided in Section 6.d. this Agreement supersedes and replaces the 2013 Agreement.

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1.22021 Awards. The Parties agree that Employee’s right to retain and vest in the 2021 Awards is conditioned upon Employee’s compliance with this Agreement. Should Employee breach this Agreement , then Employee shall forfeit all rights to the 2021 Awards that have not vested or in the case of stock options have not been exercised, whether or not previously vested.

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SECTION 2. Confidential Information and Proprietary Materials.

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2.1Definition of Confidential Information and Trade Secrets. “Confidential Information” refers to non-public and competitively sensitive information (in any form) related to the business of the Company that the Company treats as confidential and the Employee learned as a result of his or her Company employment. Confidential Information includes the Company’s financial, customer, employee, vendor, supply chain and inventory databases, Company’s non-public information regarding inventions, research, development, manufacturing, purchasing, finance, computer software, computer hardware, automated systems, engineering, marketing, merchandising, purchasing, selling, sales volumes or strategies, including vendor information, names or significance of the Company’s customers or clients or their employees or representatives, preferences, needs or requirements, purchasing histories, or other customer or client-specific information, and business plans and analysis. Confidential Information will also include information about the business affairs of third parties (including, but not limited to, customers and acquisition targets) that such third parties provide to Company in confidence. Confidential Information will not lose its protected status under this Agreement if it becomes generally known to the public or to other persons through improper means such as the unauthorized use or disclosure of the information by Employee or another person. Confidential Information does not include Employee’s skills or general knowledge Employee gains that is not a result of Company’s employment. “Trade Secrets” of the Company mean any trade secret as defined under any applicable law that governs trade secrets.

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2.2Unauthorized Use or Disclosure. Employee agrees not to engage in any unauthorized use or disclosure of Confidential Information. The obligations of this paragraph will apply throughout Employee’s employment with the Company and for so long as the Confidential Information remains information that the Company maintains as confidential. Employee agrees not to engage in any unauthorized use or disclosure of Company’s Trade Secrets as long as they remain Trade Secrets. Nothing in this Agreement is intended, or shall be construed to prohibit Employee from disclosing information if compelled by law to do so (such as by a court order

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Exhibit 10.6

or valid subpoena). However, if disclosure is compelled by law, Employee will cooperate with Company in efforts to protect such information to the full extent allowed by law. Employee understands Employee is permitted to disclose Confidential Information to any governmental agency or entity, or make any other disclosure that is protected under any whistleblower law or regulation without notice or authorization from the Company if the disclosure is for the purpose of reporting a possible violation of law. Employee will not use or refer to Confidential Information in articles, publications, lectures, or presentations to third parties without advance written authorization of the Company, and will comply with all confidentiality and public communication policies of the Company. This paragraph’s prohibitions against disclosure of Confidential Information are not intended to prohibit employees covered by Section 7 of the National Labor Relations Act from engaging in otherwise protected communications concerning the terms and conditions of their employment. Employee understands that the Defend Trade Secrets Act of 2016 provides that Employee will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a Trade Secret that: (1) is made (a) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (b) solely for the purpose of reporting or investigating a suspected violation of law, or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

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2.3Employee Recordkeeping and Computer Use. Employee agrees to preserve records on current and prospective Company customers, suppliers, and other business relationships that he or she develops or helps to develop while employed with the Company, and any additional records that incorporate Confidential Information, and copies thereof (collectively “Proprietary Materials”), and agrees not to destroy or delete any such Proprietary Materials without the prior authorization of the Company that is specific to those materials. Employee will not knowingly use Company computers, email, databases, or other resources for a purpose that conflicts with the business interests of the Company. Upon the termination of Employee’s service as a director of the Company (or earlier if so requested), Employee will return to Company all Proprietary Materials and all copies thereof (whether maintained as hard copies, email, on flash drives or any other storage device), that are in Employee’s possession or control, as well as all of Company’s property including electronic devices, computers, tablets, and external storage devices without deleting data. To the extent any such data is maintained on Employee’s personal electronic device(s), Employee will cooperate with Company so that Company may delete and, if necessary, copy the data.

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2.4Intellectual Property. Employee agrees to promptly inform Company’s Legal Department and disclose to Company all inventions, ideas, improvements, systems or processes, software, discoveries, and other intellectual property (collectively referred to as “inventions”) or copyright eligible works, that he or she develops, discovers, or creates that: (a) relate to the business of the Company or its affiliates, or to their actual or demonstrably anticipated research, development and strategy, future work, or projects, whether or not conceived or developed alone or with others, and whether or not conceived or developed during regular working hours; (b) result from any work Employee performed for Company or its affiliates; (c) involve the use or assistance of time, property, tools or other resources of the Company or its affiliates, all such inventions, works or creations being hereafter referred to as “Company Inventions.” All Company Inventions, and rights thereto, moral and otherwise, will be Company’s exclusive property unless otherwise agreed by the Parties in writing. While employed, and as necessary afterwards, Employee will assist Company to obtain patents or copyrights on all such Company Inventions, and will execute any documents and do everything necessary to obtain for Company the copyrights, patents, licenses, and other rights and interests that would be necessary to secure for the Company the complete and exclusive benefit of Company Inventions to the maximum extent allowed by law. Employee does hereby grant and assign to Company all right, title, and interest to any Company Inventions that Employee has acquired or may subsequently acquire while employed with the Company. Except where Employee can show otherwise by clear and convincing evidence, it shall be presumed that any invention created or conceived, in whole or in part, by Employee within a one year period following the termination of Employee’s employment with the Company that relates to the business of Company or its affiliates, or any actual or demonstrably anticipated research of Company or its affiliates, shall be considered a Company Invention that is assigned to the Company by Employee. Notwithstanding the above language, to the extent not preempted by federal law, and if applicable state law where Employee resides requires it, such as in California (pursuant to Cal. Lab. Code, § 2870), Delaware, Illinois, Kansas, Minnesota, North Carolina, Utah, or Washington, Employee is notified that: no provision in this Agreement requires Employee to assign any of his or her rights to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the Invention relates at the time of conception or reduction to practice of the invention, (i) to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work

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Exhibit 10.6

performed by Employee for the Company. This Agreement is intended to compliment and supplement, not replace, any additional written agreement(s) the Parties may have regarding specific Company Inventions. To the extent Employee has previously developed, alone or with others, any inventions that Employee believes should be excluded from the coverage of Company Inventions under this Agreement, Employee has identified them on Exhibit A to this Agreement.

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SECTION 3. Protective Covenants. Employee agrees that: (a) the protective covenants provided for below are reasonable and necessary to protect legitimate business interests of the Company, and do not impose an unreasonable burden upon Employee or upon the public’s interests; (b) confidentiality and non-disclosure obligations standing alone are inadequate to protect the Company’s legitimate business interests and to prevent irreparable harm; and, (c) the Company has business relationships with customers and suppliers that are of a long-term and repeat nature and that it takes significant time, expense, and effort to develop these relationships.

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3.1Definitions. a. “Competing Business” means (i) until December 3, 2022, any person, business entity, organization, or separately operated unit or subsidiary of a business entity, that is engaged in or about to become engaged in (1) the business of retail sale of prestige, professional or mass beauty products in one or more of the following categories: cosmetics, fragrance, hair care and styling, personal care products, skincare and treatment, bath and body products, salon styling tools, or salon hair care products (“Covered Products”); or, (2) the providing of salon and skincare services (“Covered Services”) and (ii) after December 3, 2022 until March 15, 2024, any person, business entity, organization or separately operated unit or subsidiary of a business entity, that is a multi-brand or beauty retailer specializing in the sale of Covered Products or Covered Services. b. “Competing Product” is any product or service that competes with a product or service of the Company that Employee receives Confidential Information about in the Look Back Period and that the Company remains in the business of providing to its customers at the relevant time of enforcement. c. “Covered Customer” means any established customer of the Company that Employee had material business dealings with on behalf of the Company during the Look Back Period and an “established” customer refers to a customer that has, or can reasonably be expected to have, ongoing and/or repeated business dealings with the Company. The Parties recognize that this occurs, at least in part, because of the development of goodwill with the customer and/or competitive advantage attained through Company’s Confidential Information and training that regularly occurs in the course of Company’s business. d. “Look Back Period” means the two-year period preceding the termination (voluntary or involuntary) of Employee’s service as a director of the Company. e. “Restricted Area” refers to the geographic area assigned to Employee in Exhibit A which is understood to be the area of Company’s business operations about which Employee will receive Confidential Information, training, and/or customer goodwill in the course of employment.

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3.2Noncompetition. Employee agrees that until March 15, 2024, Employee will not own (including as an investor or limited partner), operate, or perform Competitive Services for a Competing Business in the Restricted Area described in Exhibit A. “Competitive Services” means any advisory, employment, director or other services similar in purpose or function to those Employee performed for the Company. Nothing herein shall be construed to prohibit: Employee’s employment in a separately operated subsidiary or other business unit of a company that would not be a Competing Business but for common ownership with a Competing Business so long as written assurances regarding the non-competitive nature of Employee’s position that are satisfactory to the Board of Directors of the Company have been provided by Employee and the new employer in advance; or, a passive investment interest in a Competing Business through the ownership of less than 2% of the outstanding shares of a publicly traded company. The Company agrees that Employee’s provision of services as a director of Starbucks Corporation and KKR & Co. Inc. will not violate this Agreement.

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3.3Restriction Against Customer Interference. Employee agrees that until March 15, 2024, Employee will not knowingly solicit or communicate, in person or through supervision or control of others, with a Covered Customer for the purpose of inducing or encouraging the Covered Customer to cease or diminish business activities with the Company.

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3.4Restriction Against Employee Interference. Employee agrees that until March 15, 2024, Employee will not knowingly solicit or communicate, in person or through supervision or control of others, with an employee of the Company that Employee supervised or managed in the Look Back Period for the purpose of inducing or encouraging the employee to leave the employment of the Company for the purpose of obtaining employment with a Competing Business where Employee provides Competing Services in the Restricted Area

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Exhibit 10.6

described in Exhibit A that is similar in purpose or function to those services the employee performed for Company (but shall not cover manual or clerical labor) and who has knowledge or information that could cause Company damage or harm if they went to work for a Competing Business.

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3.5Restriction Against Supplier Interference. Employee agrees that until March 15, 2024, Employee will not knowingly solicit or communicate, in person or through the supervision or control of others, with any person or entity that supplies material goods and/or services to the Company on a regular basis and whose business dealings with Company were managed by Employee or Employee obtained Confidential Information about as a result of Employee’s employment with Company and service as a director of the Company, for the purpose of inducing or encouraging the supplier to end or change an existing business relationship to the detriment of the Company.

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3.6Survival of Restrictions. The Agreement’s obligations will survive the termination of Employee’s employment and service with Company, regardless of the cause of the termination.

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SECTION 4. Notice. In the event Employee is offered employment by a person or entity other than the Company, Employee will advise such person or entity of the terms of this Agreement prior to performing services and will insure that his or her services do not violate this Agreement. Company will be entitled to tell any future employer or prospective employer of Employee about this Agreement and the Company’s opinion regarding its application without such being considered a wrongful act of any kind.

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SECTION 5. Special Remedies. In the event of a violation or threatened violation of one of the restrictions in this Agreement, the party seeking to enforce the restriction shall be entitled to specific performance, injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction, in addition to any damages or other remedies allowed by law. In the event Company has to pursue legal action to enforce one or more provisions of this Agreement, Company shall be entitled to recover its reasonable attorney’s fees and costs incurred in doing so from Employee. The Parties further agree that prior to taking any action to enforce this Agreement, the Parties will engage in good faith discussions between the Employee, the Company’s Chief Executive Officer and the Company’s Board Chair (if not the Company’s CEO) or Lead Independent Director in order to resolve any conflicts with regard to the terms of this Agreement.

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SECTION 6. Severability, Waiver, Modification, Assignment, and Governing Law.

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a. This Agreement may not be waived or modified except by written agreement of the Parties or by court order.

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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.

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c. If any provision of the Agreement is determined by a court of competent jurisdiction to be unenforceable, the court shall modify the Agreement to make it reasonable and enforceable. If any court determines that it may not modify by law the restrictions in this Agreement or that any of the restrictions in this Agreement are unenforceable despite the power to reform the Agreement, then the remaining restrictions are not to be affected and should be given full effect.

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d. Except where otherwise expressly indicated, this Agreement contains the Parties’ entire agreement concerning the matters covered in it; provided that if a post-employment restrictive covenant in this Agreement is found unenforceable, then the 2013 Agreement shall not be considered superseded and shall be restored to effect.

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e. 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 Employee.

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f. The laws of the State of Illinois will govern this Agreement, and the rights of the Parties in any dispute arising from this Agreement.

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Exhibit 10.6

g. 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.

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AGREED to and effective as of March 25, 2021.

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EMPLOYEE: ULTA INC.:

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/s/ Mary N. Dillon​ ​By:

Signature

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Mary N. Dillon ​ ​Its: Chief Human Resources Officer​ ​

Printed Name

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EXHIBIT A

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1.New Consideration. As additional and new consideration for this Agreement, Employee will receive the 2021 Awards. The vesting and retention of the 2021 Awards are conditioned on Employee’s agreement to, and continuing compliance with, the terms of this Agreement, as determined by Company. Employee understands and agrees that this additional consideration has material value and benefit, and that she would not otherwise receive the 2021 Awards unless she has signed this Agreement.

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2.Restricted Area. The Restricted Areas applicable to Employee are:

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a. each of the states within the United States where the Company does business as reflected on the Company’s website (or equivalent public announcements) as of the date of Employee’s termination as a director of the Company that Employee had supervisory or management authority over or receives Confidential Information about in the Look Back Period and/or,

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b. a 5-mile radius surrounding each store or operating facility of the Company that Employee has supervisory or management authority over or receives Confidential Information about in the Look Back Period; and/or,

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c. a 50 mile radius surrounding each office or facility of the Company that employee regularly works out of in the Look Back Period; provided, however, that as Chief Executive Officer and Executive Chairman of the Company, the Parties agree that Employee received and will receive Confidential Information about, and maintained and will maintain supervisory or management authority over, Company’s operations in each state where Company does business and over each store or operating facility of Company in the United States.

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3.Prior Inventions. With regard to inventions that Employee believes should be excluded from the coverage of Company Inventions under this Agreement, Employee identifies the following:

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_____ Employee claims no inventions.

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Inventions claimed by Employee are as follows (without disclosing any confidential information):

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_________________________________________________________________________

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Exhibit 10.6

_________________________________________________________________________

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_________________________________________________________________________

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_________________________________________ (attach additional pages if needed).

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4.Settlement Purpose. The Parties agree that an important purpose of this Agreement is to resolve uncertainties, settle, and avoid future disputes as to the conduct, jobs, or activities that would by their nature be likely to involve the use or disclosure of Confidential Information, conversion of Company’s customer goodwill or specialized training, or similar irreparable harm to the Company. Accordingly, the Parties have agreed that any restrictions in this Agreement are fair and reasonable and will not limit Employee’s ability to gain subsequent employment.

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