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:
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.
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BARE
ESCENTUALS, INC.
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PARTICIPANT
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By:
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By:
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Print Name:
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Print Name:
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Title:
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Address:
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71 Stevenson
St., 22nd Floor
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Address:
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San Francisco,
CA 94105
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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