Exhibit 10.1


 


May 18,
2008


 


Michael
Dadario


 


Dear
Michael,


 


On behalf of Bare Escentuals, I am pleased to extend this revised offer
of full-time employment to you as our President, Retail reporting directly to Leslie Blodgett. 
This letter supersedes our offer letters of May 2nd and May 7th
and includes the provision in the Amendment letter  sent to you on May 8th,
2008  This letter will highlight the
financial aspects and terms of our offer.


 


PLEASE NOTE:  This offer is
contingent upon satisfactory completion of a background screening and reference
checks.


 


Below are the key features of our offer:


 


SALARY:  Your annualized salary will
be $400,000.  You will be scheduled to receive a
performance and compensation review in March, 2009 prorated based on your time
in position.  We are on a bi-weekly pay
cycle with 26 pay periods in a year.  You
may elect the direct deposit of your pay to your personal checking and/or
savings accounts.  A voided check must be
provided in order to enroll in direct deposit and generally takes 2 pay periods
to activate.


 


BONUS:  As
President you will participate in our bonus program with an annual target bonus
of 60% of your base salary ($240,000).  For 2008, your bonus will be pro-rated based on
the time you are employed with us.  Eligibility
is dependent on active employment at the time of payout.  Bonuses are usually paid in March, for
performance during the prior fiscal year.


 


Bonus payouts are usually
determined by our EPS results however. for 2008, we will guarantee that your bonus
payout will be at least 60% of your 2008 base earnings, regardless of our EPS
results.


 


RESTRICTED STOCK:  Once you commence employment
with Bare Escentuals, you receive a grant of 50,000
shares of BARE restricted stock at the fair market value at the time of the
grant.  The stock grant will have a four
year vesting schedule.


 


CAR ALLOWANCE: You will receive a car
allowance in the amount of $650.00 per
month.


 

















 


HIRING BONUS:  We
will pay you a one time bonus of $120,000 (less
the customary taxes) during your first month of employment.  In
the event that you should voluntarily terminate your employment with Bare
Escentuals within 24 months after the date of hire, you shall, no later than
the effective date of such termination, refund to Bare Escentuals the amount of
the hiring bonus paid to you by Bare Escentuals.


 


ADMINISTRATIVE ASSISTANCE: One of the direct reports to
your position will be an Executive Assistant, who you will hire.


 


SEVERANCE:  As President, you will
receive one year of base salary severance pay should Bare Escentuals end your
employment for any reason other than “cause”.


 


START
DATE AND ORIENTATION:   We
are anxious to have to start at your earliest convenience.  Knowing that you have upcoming personal
plans, we would be fine with you starting with us and then taking time off to
complete your previously scheduled plans.


 


On
your first day, please arrive at 9:00 am and ask for me upon your arrival.  At 10:00 am, you will attend a two and a half
hour orientation.  Federal Immigration
laws require that we verify the right of all new employees to work in the
U.S.  Therefore, we ask that you bring
documents to verify your eligibility to work in the United States on your start
date (these documents are typically a passport, or
your right to work document/birth certificate along with a picture id (such as
a drivers license).  If you will not be
able to provide documents by your start date, please contact me at 415-489-5516


 


All
new employees also attend a Boutique Orientation along with other new Bare
Escentuals employees  at our Westfield
San Francisco Centre store (located on the 2nd floor outside
Bloomingdale’s) from 9:30 am – 11:30 am on either the first or second Wednesday
after hire date.


 


BENEFITS:  Bare Escentuals offers a
comprehensive medical, dental and vision benefits package.  The majority of the cost of this coverage for
employees is borne by Bare Escentuals. 
Coverage begins the first day of the month following date of hire.


 


You will receive reimbursement via our T &
E process for the monthly medical premium cost for yourself and your partner.


 


We also provide Company paid basic life insurance of
one time your annual base salary and short and long term disability insurance.


 


We offer both a 401-K plan and a Deferred
Compensation Plan, each with Company matches up to 50% up to a maximum match of
4% and 3% respectively of your eligible contributions.


 


As a San Francisco based employee, you will be
eligible for 20 Paid Time Off (PTO) days and 9 paid sick leave days.  PTO is to be used for personal and vacation
time.  You will also receive 8 Company
paid holidays during a full calendar year.


 

















 


Parking is available in our building. Upon
acceptance of our offer, please let us know if you would like to take advantage
of this benefit so we can make the necessary arrangements with the
garage.  If you do not want/need a
parking space in the building, work related transportation costs are available
up to $25.00/day.


 


EMPLOYMENT AT WILL: Your
employment with Bare Escentuals is “at will,” which means that either you or
Bare Escentuals has the right to terminate this employment arrangement at any
time, with or without notice, and with or without cause.  This policy of “at will” employment is the
sole and entire agreement between you and Bare Escentuals as to the duration of
employment and the circumstance under which employment may be terminated.


 


EMPLOYMENT
TERMS AND CONDITIONS: With the exception of employment at will,
terms and conditions of employment with Bare Escentuals may be modified at the sole
discretion of Bare Escentuals with or without cause or notice at any time.  No implied contract concerning any
employment-related decision or term or condition of employment can be
established by any other statement, conduct, policy or practice.  Examples of the types of terms and conditions
of employment that are within the sole discretion of Bare Escentuals include,
but are not limited to, the following: promotions; demotions; compensation;
benefits; work assignments; job duties and responsibilities; work hours and
schedules; or any other terms and conditions as determined by Bare Escentuals.


 


ACKNOWLEDGMENT:  Please review and sign this letter in the
space provided below acknowledging your acceptance of our offer and return to
me as soon as possible.  Two (2) copies
of this document are provided; please return one signed copy to me and retain
the second copy for your personal records.


 


Michael, we make this revised offer of employment with great enthusiasm
and with the firm belief that this will be a mutually beneficial relationship.
We look forward to having you join Bare Escentuals and become a member of our
team.  Should you have any questions
about starting with Bare Escentuals, please do not hesitate to contact me at
any time.


 


Very
truly yours,


 


	
  /s/
  Debbie Fletcher

  	
   

  
	
  Debbie
  Fletcher

  	
   

  
	
  Vice
  President of Human Resources

  	
   

  



 


I
accept the terms and conditions of employment as outlined above:


 


 


	
  /s/
  Michael Dadario

  	
   

  	
  May 18,
  2008

  
	
  Michael
  Dadario

  	
   

  	
  Date