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BARE ESCENTUALS, INC. 2006 INCENTIVE AWARD PLAN FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT

Option Agreement

BARE ESCENTUALS, INC. 2006 INCENTIVE AWARD PLAN FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT | Document Parties: BARE ESCENTUALS, INC You are currently viewing:
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BARE ESCENTUALS, INC

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Title: BARE ESCENTUALS, INC. 2006 INCENTIVE AWARD PLAN FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Date: 8/8/2008
Industry: Retail (Specialty)     Sector: Services

BARE ESCENTUALS, INC. 2006 INCENTIVE AWARD PLAN FORM OF STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT, Parties: bare escentuals  inc
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Exhibit 10.57

BARE ESCENTUALS, INC.

2006 INCENTIVE AWARD PLAN

FORM OF STOCK OPTION GRANT NOTICE AND

STOCK OPTION AGREEMENT

Bare Escentuals, Inc., a Delaware corporation (the “ Company ”), pursuant to its 2006 Equity Incentive Award Plan (the “ Plan ”), hereby grants to the holder listed below (“ Participant ”), an option to purchase the number of shares of the Company’s common stock, par value $0.001 (“ Stock ”), set forth below (the “ Option ”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “ Stock Option Agreement ”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

Participant:

Grant Date:

Vesting Start Date:

Exercise Price Per Share:

Total Exercise Price:

Total Number of Shares Subject to Option:

Expiration Date:

Type of Option:            

 

 

 

 

Vesting Schedule:

  

 

By his or her signature, the Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. The Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Plan or relating to the Option.

 

 

 

 

 

 

 

 

 

 

BARE ESCENTUALS, INC.

 

 

 

PARTICIPANT

 

 

 

 

 

By:

 

 

 

 

 

By:

 

 

Print Name: 

 

 

 

 

 

Print Name: 

 

 

Title:

 

 

 

 

 

 

 

 

Address:

 

71 Stevenson St., 22nd Floor

 

 

 

Address:

 

 

 

 

San Francisco, CA 94105

 

 

 

 

 

 


EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “ Grant Notice ”) to which this Stock Option Agreement (this “ Agreement ”) is attached, Bare Escentuals, Inc., a Delaware corporation (the “ Company ”), has granted to the Participant an option under the Company’s 2006 Incentive Award Plan (the “ Plan ”) to purchase the number of shares of Stock indicated in the Grant Notice.

ARTICLE I.

GENERAL

1.1 Defined Terms . Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

(a) “ Administrator ” shall mean the Board or the Committee responsible for conducting the general administration of the Plan in accordance with Article 12 of the Plan; provided that if the Participant is an Independent Director, “Administrator” shall mean the Board.

(b) “ Cause ” shall mean (i) with respect to any Participant who is employed by the Company or one of its Subsidiaries pursuant to an effective written employment agreement in which there is a provision expressly providing for a termination of employment for “Cause” and a definition of “Cause,” the definition of “Cause” as set forth in such employment agreement and (ii) with respect to any other Participant, that the Board has determined, in its reasonable judgment, that any one or more of the following has occurred: (A) the Participant shall have been convicted of, or shall have pleaded guilty or nolo contendere to, a felony, (B) the Participant shall have breached any non-competition agreement between the Participant and the Company or its affiliates or (C) the Participant 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 Disability or temporary disability which, in the reasonable judgment of the Board, caused the Participant to be incapable of devoting such time and energy) within 30 days after written notification by the Board that, in their good faith judgment, the Participant has consistently failed to do so.

(c) “ Disability ” shall mean (i) with respect to any Participant who is employed by the Company or one of its Subsidiaries pursuant to an effective written employment agreement in which there is a provision expressly providing for a termination of employment for “Disability” or “Total Disability” and a definition of “Disability” or “Total Disability,” the definition of “Disability” or “Total Disability” as set forth in such employment agreement and (ii) with respect to any other Participant, that the Board has determined, in its reasonable judgment, that the Participant is unable, due to illness, accident, injury, physical or mental incapacity or other disability, to carry out effectively the Participant’s duties and obligations to the Company and its Subsidiaries.

(d) “ Termination of Consultancy ” shall mean the time when the engagement of the Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death or retirement, but excluding: (a) terminations where there is a simultaneous employment or continuing employment of the


Participant by the Company or any Subsidiary, and (b) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.

(e) “ Termination of Directorship ” shall mean the time when the Participant, if he or she is or becomes an Independent Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to Independent Directors.

(f) “ Termination of Employment ” shall mean the time when the employee-employer relationship between the Participant and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (a) terminations where there is a simultaneous reemployment or continuing employment of the Participant by the Company or any Subsidiary, and (b) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between the Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment; provided, however, that, if this Option is an Incentive Stock Option, unless otherwise determined by the Administrator in its discretion, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Employment if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code and the then applicable regulations and revenue rulings under said Section.

(g) “ Termination of Services ” shall mean the Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

1.2 Incorporation of Terms of Plan . The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE II.

GRANT OF OPTION

2.1 Grant of Option . In consideration of the Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “ Grant Date ”), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

 

A-2


2.2 Exercise Price . The exercise price of the shares of Stock subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided , however , that the price per share of the shares of Stock subject to the Option shall not be less than 100% of the Fair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and the Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the price per share of the shares of Stock subject to the Option shall not be less than 110% of the Fair Market Value of a share of Stock on the Grant Date.

2.3 Consideration to the Company . In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

ARTICLE III.

PERIOD OF EXERCISABILITY

3.1 Commencement of Exercisability .

(a) Subject to Sections 3.2, 3.3 and 5.8, the Option shall become vested and e


 
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