Exhibit 10.11
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BARE ESCENTUALS
San Francisco
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71 Stevenson Street, 22 nd
Floor
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San Francisco, CA 94105
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TEL 415) 489.5000 FAX 415) 489.5999
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www.BareEscentuals.com
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April 3, 2006
Diane Miles
2776 Union St., Apt. #3
San Francisco, CA 94123
Dear Diane,
On behalf of Bare Escentuals, I am pleased to
extend this revised offer of full-time employment to you as
President, reporting to me. Your areas of responsibilities
will cover Retail, Sales & Marketing, Direct Response, Brand
Awareness, Human Resources, Creative, Product Development and
Strategic Planning. This letter supersedes our letters dated
3/22/06 and 3/31/06. Our offer is contingent upon
satisfactory completion of background screening and receipt of
satisfactory references.
SALARY
•
Your annualized salary will be
$500,000.00 and will be compensated at the rate of
$19,230.77 on a bi-weekly basis.
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You will also receive a one-time
sign-on bonus in the amount of $100,000 (less the customary taxes)
to be paid upon the commencement of your employment.
BONUS
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You will participate in our bonus
plan with an annual target bonus of 70% of your base salary (
$350,000 ); the actual bonus payment is based upon Company
performance and your individual performance and
accomplishments. We will guarantee you a bonus of a minimum
of 70% of your base compensation (less the customary taxes)
earned in the current year 2006.
•
Bonuses are paid once a year (after
the close of the fiscal year). Eligibility is also dependent
on active employment at the time of payout.
STOCK
OPTIONS
•
Once you commence employment with
Bare Escentuals, we will receive 400,000 stock options at the fair
market value. All options have a five year vesting
schedule.
1
BENEFITS
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Bare Escentuals offers comprehensive
medical, dental and vision coverage. The majority of the cost of
this coverage for employees is borne by the Company. Coverage
begins on the first day of the month following 30 days of
employment.
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We also provide Company paid basic
life insurance of one times your base salary, and short and long
term disability insurance. In addition, we offer Voluntary
Supplemental Life/AD&D Insurance and a Deferred Compensation
Plan.
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You will receive 22 days of Paid
Time Off (PTO) each year, in addition to the eight (8) observed
federal holidays. PTO days may be used for vacation, personal time,
illness or time of to care of family.
OTHER TERMS
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You will receive twelve (12) months
of base salary severance pay should your employment end for any
reason other than termination by the Company for
“cause”. The term “cause” shall mean that
the Board of Directors of the Company has determined, in its
reasonable judgment, that any one or more the following has
occurred:
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the employee shall have been
convicted of, or shall have pleaded guilty or nolo contendere to, a
felony;
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the employee shall have breached any
non-competition agreement between the employee and the Company or
its affiliates; or
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employee shall have openly
disregarded his or her responsibilities to the Company and/or its
affiliates and shall have refused to devote substantial time and
energy to the business and affairs of the Company and/or its
affiliates (other than due to permanent disability or temporary
disability which, in the reasonable judgment of the Board of
Directors, causes the employee to be incapable of devoting such
time and energy) within 30 days after written notification by the
Board of Directors that, in their good faith judgment, the employee
has consistently failed to do so.
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Additionally, in the event that you
are terminated without cause, prior to twelve (12) months from the
date of commencement of your employment, you will receive 20% in
vested stock options from the original grant.
•
Finally, in the event that you are
terminated without cause, you will be eligible to receive a
pro-rate bonus. The amount will be the product of your actual
earnings for the year multiplied by the bonus percentage you would
have earned had you not been terminated. The bonus will be
calculated and payable at the time governed by the Corporate Bonus
Plan.
2
RESTRICTE
