Exhibit 10.2


 


BARE ESCENTUALS, INC.


 


2006 EQUITY INCENTIVE AWARD PLAN


 


FORM OF RESTRICTED STOCK AWARD GRANT NOTICE AND

RESTRICTED STOCK AWARD AGREEMENT


 


Bare
Escentuals, Inc., a Delaware corporation (the “Company”), pursuant
to its 2006 Equity Incentive Award Plan (the “Plan”), hereby grants to the
individual listed below (“Participant”), the right to purchase the
number of shares (the “Shares”)
of the Company’s Common Stock (“Common Stock”)
set forth below at the purchase price set forth below.  This Restricted Stock award is subject to all
of the terms and conditions as set forth herein and in the Restricted Stock
Award Agreement attached hereto as Exhibit A (the “Restricted Stock 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 Restricted Stock Agreement.


 


	
  Participant:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting Commencement Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Purchase Price per Share:

  	
   

  	
  $0.001
  per share

  
	
   

  	
   

  	
   

  
	
  Total Number of Shares of Restricted Stock:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting Schedule:

  	
   

  	
  To
  be specified in individual agreements, but if no vesting is indicated, then
  25% of the Shares of Restricted Stock (rounded down to the next whole number
  of shares) shall vest each year on the anniversary of the Vesting
  Commencement Date.

  



 


By his or her signature, Participant agrees to be
bound by the terms and conditions of the Plan, the Restricted Stock Agreement
and this Grant Notice. Participant has reviewed the Restricted Stock 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 Restricted Stock Agreement
and the Plan.  Participant hereby agrees
to accept as binding, conclusive and final all decisions or interpretations of
the Committee of the Plan upon any questions arising under the Plan, this Grant
Notice or the Restricted Stock Agreement. If Participant is married, his or her
spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B.


 


	
  BARE ESCENTUALS, INC.

  	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Print
  Name:

  	
   

  	
   

  	
  Print
  Name:

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Address:

  	
    71
  Stevenson Street, 22nd Floor

  	
   

  	
  Address:

  	
   

  
	
   

  	
    San
  Francisco, CA 94105

  	
   

  	
   

  	
   

  
										



 

















 


EXHIBIT A


 


TO RESTRICTED STOCK AWARD
GRANT NOTICE


 


RESTRICTED
STOCK AWARD AGREEMENT


 


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


 


ARTICLE I



GENERAL


 


1.1           Defined Terms.  Capitalized terms not specifically defined
herein shall have the meanings specified in the Plan and the Grant Notice.


 


1.2           Incorporation
of Terms of Plan.  The Shares are subject to the terms and
conditions of the Plan which are incorporated herein by reference.


 


ARTICLE II



GRANT OF RESTRICTED STOCK


 


2.1           Grant of Restricted Stock.  In consideration of Participant’s past and/or
continued employment with or service to the Company or any parent or subsidiary
thereof and for other good and valuable consideration, which the Committee has
determined exceeds the par value of the Shares, effective as of the Grant Date
set forth in the Grant Notice (the “Grant Date”),  the Company irrevocably
grants to Participant the right to purchase the number of shares of Stock set
forth in the Grant Notice (the “Shares”),  upon the terms and
conditions set forth in the Plan and this Agreement.


 


2.2           Purchase Price.  The purchase price per Share (the “Purchase Price”) shall be as
set forth in the Grant Notice, without commission or other charge.


 


2.3           Issuance of Shares.


 


(a)           The issuance of the
Shares under this Agreement shall occur at the principal office of the Company,
upon payment of the Purchase Price by Participant, simultaneously with the
execution of this Agreement by the parties (the “Issuance Date”).  Subject to the provisions of Articles III and
IV below, on the Issuance Date, the Company shall issue the Shares (which shall
be issued in Participant’s name).  At the sole discretion of the Committee, the
Shares will be issued in either (a) uncertificated form, with the Shares
recorded in the name of Participant in the books and records of the Company’s
transfer agent with appropriate notations regarding the restrictions on transfer
imposed pursuant to this Agreement, and upon vesting and the satisfaction of
all conditions set forth in Article III hereof, the Company shall cause
certificates representing the Shares to be issued to Participant; or (b) certificate
form pursuant to the terms of this Agreement. 
If the Shares are issued in certificate form, concurrently with the
execution of this Agreement, Participant shall deliver to the Company, or such
other person designated by the Company, a stock assignment duly endorsed in blank,
in the form attached hereto as Exhibit C.


 


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2.4           Tax
Withholding; Conditions to Issuance of Stock Certificates.  Notwithstanding
any other provision of this Agreement:


 


(a)           No Shares shall be issued or delivered to Participant or
his legal representative unless and until Participant or his legal
representative shall have paid to the Company the full amount of all federal
and state withholding or other taxes applicable to the taxable income of Participant
resulting from the grant of Shares or the lapse or removal of the restrictions
thereon or otherwise pursuant to this Agreement (which payment may be made in
cash, by deduction from other compensation payable to Participant or in any
form of consideration permitted by the Plan). 
As provided in Section 15.3 of the Plan, the Committee may in its
discretion and in satisfaction of the foregoing requirement allow the return of
shares of Common Stock having a Fair Market Value equal to the sums required to
be withheld.  Notwithstanding any other
provision of the Plan, the number of shares of Common Stock which may be
returned or withheld with respect to the issuance, vesting or payment of any
Shares in order to satisfy the Participant’s federal and state income and
payroll tax liabilities with respect to the issuance, vesting or payment of the
Shares shall be limited to the number of shares which have a Fair Market Value
on the date of withholding or repurchase equal to the aggregate amount of such
liabilities based on the minimum statutory withholding rates for federal and
state tax income and payroll tax purposes that are applicable to such
supplemental taxable income.


 


(b)           The Company shall not be required to issue or deliver any
certificate or certificates for any Shares prior to the fulfillment of all of
the following conditions:  (A) the
admission of the Shares to listing on all stock exchanges on which such Stock
is then listed, (B) the completion of any registration or other
qualification of such Shares under any state or federal law or under rulings or
regulations of the Securities and Exchange Commission or of any other
governmental regulatory body, which the Committee shall, in its sole and
absolute discretion, deem necessary and advisable, (C) the obtaining of
any approval or other clearance from any state or federal governmental agency
that the Committee shall, in its absolute discretion, determine to be necessary
or advisable and (D) the lapse of any such reasonable period of time
following the date the restrictions lapse as the Committee may from time to
time establish for reasons of administrative convenience.


 


2.5           Consideration to the Company.  In consideration of the issuance of the
Shares by the Company, Participant agrees to render faithful and efficient
services to the Company or any parent or subsidiary thereof.  Nothing in the Plan or this Agreement shall
confer upon Participant any right to (a) continue in the employ of the
Company or any parent or subsidiary thereof or shall interfere with or restrict
in any way the rights of the Company or any parent or subsidiary thereof, which
are hereby expressly reserved, to discharge Participant, if Participant is an
Employee, or (b) continue to provide services to the Company or any parent
or subsidiary thereof or shall interfere with or restrict in any way the rights
of the Company or any parent or subsidiary thereof, which are hereby expressly
reserved, to terminate the services of Participant, if Participant is a
consultant, 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, any parent or subsidiary thereof and Participant, or (c) continue
to serve as a member of the Board or shall interfere with or restrict in any
way the rights of the Company, which are hereby expressly reserved, to
discharge Participant in accordance with the Company’s Bylaws.


 


ARTICLE III



RESTRICTIONS ON SHARES


 


3.1           Repurchase Option.  Subject to the provisions of Section 3.2
below, if Participant’s employment or service terminates before all of the
Shares are released from the Company’s Repurchase Option (as defined below),
the Company shall, upon the date of such termination of employment or 


 


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service (as reasonably fixed and determined by the
Company), have an irrevocable, exclusive option, but not the obligation, for a
period of ninety days after the date Participant’s employment or service
terminates, to repurchase all or any portion of the Unreleased Shares (as
defined below in Section 3.3) at such time (the “Company’s Repurchase Option”) at the Purchase Price per Share (the “Repurchase Price”).
 The Company’s Repurchase Option
shall lapse and terminate ninety days after the Participant’s termination of
employment or service.  The Company’s
Repurchase Option shall be exercisable by the Company by written notice to
Participant or Participant’s executor (with a copy to the escrow agent
appointed pursuant to Section 4.1 below) and, at the Company’s option, by
delivery to Participant or Participant’s executor with such notice of payment
in cash or a check in the amount of the Repurchase Price times the number of
Shares to be repurchased (the “Aggregate
Repurchase Price”).  Upon delivery of such notice and the payment
of the Aggregate Repurchase Price, the Company shall become the legal and
beneficial owner of the Shares being repurchased and all rights and interests
therein or relating thereto, and the Company shall have the right to retain and
transfer to its own name the number of Shares being repurchased by the Company.
In the event the Company repurchases any Shares under this Section 3.1,
any dividends or other distributions paid
on such Shares and held by the escrow agent pursuant to Section 4.1 shall
be promptly paid by the escrow agent to the Company.


 


3.2           Release of Shares from Repurchase
Restriction.  The Shares shall be
released from the Company’s Repurchase Option on such dates and in such amounts
as the Shares become vested in accordance with the vesting schedule set forth
in the Grant Notice. Any of the Shares released from the Company’s Repurchase
Option shall thereupon be released from the restrictions on transfer under Section 3.4.  In the event any of the Shares are released
from the Company’s Repurchase Option, any dividends or other distributions paid
on such Shares and held by the escrow agent pursuant to Section 4.1 shall
be promptly paid by the escrow agent to Participant.


 


3.3           Unreleased Shares.  Any of the Shares which, from time to time,
have not yet been released from the Company’s Repurchase Option are referred to
herein as “Unreleased  Shares.”


 


3.4           Restrictions on Transfer.


 


                (a)           Subject
to repurchase by the Company pursuant to Section 3.1 and Section 3.4(b),
no Unreleased Shares or any dividends or other distributions thereon or any
interest or right therein or part thereof, shall be liable for the debts,
contracts or engagements of Participant or his or her successors in interest or
shall be subject to sale or other disposition by Participant or his or her
successors in interest by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such sale or other
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted sale or other disposition thereof
shall be null and void and of no effect.


 


                (b)           Notwithstanding
any other provision in this Agreement, with the consent of the Committee, the
Unreleased Shares may be transferred to pursuant to the terms and conditions
set forth in Section 10.3 of the Plan.


 


3.5           Rights as Stockholder.  Except as otherwise provided herein, upon
delivery of the Shares to the escrow holder pursuant to Article IV,
Participant shall have all the rights of a stockholder with respect to said
Shares, subject to the restrictions herein, including the right to vote the
Shares and to receive all dividends or other distributions paid or made with
respect to the Shares.


 


3.6           Assets or Securities Issued With
Respect to Shares.  Any and all cash
dividends paid on the Shares (or other securities at the time held in escrow
pursuant to Section 4.1) and any and all Shares, capital stock or other
securities or other property received by or distributed to Participant with
respect to, 


 


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in exchange for or in substitution of the Shares as
a result of any stock dividend, stock split, reverse stock split,
recapitalization, combination, reclassification, or similar change in the
capital structure of the Company shall also be subject to the Company’s
Repurchase Option (as defined in Section 3.1 above) and the restrictions
on transfer in Section 3.4 above until such restrictions on the underlying
Shares lapse or are removed pursuant to this Agreement (or, if such Shares are
no longer outstanding, until such time as such Shares would have been released
from the Company’s Repurchase Option pursuant to this Agreement).  In addition, in the event of any merger,
consolidation, share exchange or reorganization affecting the Shares,
including, without limitation, a Change in Control, then any new, substituted
or additional securities or other property (including money paid other than as
a regular cash dividend) that is by reason of any such transaction received
with respect to, in exchange for or in substitution of the Shares shall also be
subject to the Company’s Repurchase Option (as defined in Section 3.1
above) and the restrictions on transfer in Section 3.4 above until such
restrictions on the underlying Shares lapse or are removed pursuant to this
Agreement (or, if such Shares are no longer outstanding, until such time as
such Shares would have been released from the Company’s Repurchase Option
pursuant to this Agreement).  Any such
assets or other securities received by or distributed to Participant with
respect to, in exchange for or in substitution of any Unreleased Shares shall
be immediately delivered to the Company to be held in escrow pursuant to Section 4.1.


 


ARTICLE IV



ESCROW OF SHARES


 


4.1           Escrow of Shares.  To ensure the availability for delivery of
Participant’s Unreleased Shares upon repurchase by the Company pursuant to the
Company’s Repurchase Option under Section 3.1, Participant hereby appoints
the Secretary of the Company, or any other person designated by the Committee
as escrow agent, as his or her attorney-in-fact to assign and transfer unto the
Company, such Unreleased Shares, if any, repurchased by the Company pursuant to
the Company’s Repurchase Option pursuant to Section 3.1 and any dividends
or other distributions thereon, and shall, upon execution of this Agreement,
deliver and deposit with the Secretary of the Company, or such other person
designated by the Committee, any share certificates representing the Unreleased
Shares, together with the stock assignment duly endorsed in blank, attached as Exhibit C
to the Grant Notice, if applicable.  The
Unreleased Shares and stock assignment shall be held by the Secretary of the
Company, or such other person designated by the Committee, in escrow, until the
Company exercises its Repurchase Option as provided in Section 3.1, until
such Unreleased Shares are released from the Company’s Repurchase Option, or
until such time as this Agreement no longer is in effect.  Upon release of the Unreleased Shares from
the Company’s Repurchase Option, the escrow agent shall deliver to Participant
the certificate or certificates representing such Shares in the escrow agent’s
possession belonging to Participant, and the escrow agent shall be discharged
of all further obligations hereunder.


 


4.2           Transfer of Repurchased Shares.  Participant hereby authorizes and directs the
Secretary of the Company, or such other person designated by the Committee, to
transfer the Unreleased Shares as to which the Company’s Repurchase Option has
been exercised from Participant to the Company.


 


4.3           No Liability for Actions in
Connection with Escrow.  The Company,
or its designee, shall not be liable for any act it may do or omit to do with
respect to holding the Shares in escrow and while acting in good faith and in
the exercise of its judgment.


 


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ARTICLE V



OTHER PROVISIONS


 


5.1           Taxes.  Participant has reviewed with Participant’s
own tax advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by the Grant Notice and this
Agreement.  Participant is relying solely
on such advisors and not on any statements or representations of the Company or
any of its agents.  Participant
understands that Participant (and not the Company) shall be responsible for
Participant’s tax liability that may arise as a result of this investment or
the transactions contemplated by this Agreement.  Participant understands that Participant will
recognize ordinary income for federal income tax purposes under Section 83
of the Code as and when the Company’s Repurchase Option lapses.  Participant understands that Participant may
elect to be taxed for federal income tax purposes at the time the Shares are
purchased by Participant rather than as and when the Company’s Repurchase
Option lapses by filing an election under Section 83(b) of the Code with
the Internal Revenue Service within thirty (30) days from the date of purchase.


 


PARTICIPANT
ACKNOWLEDGES THAT IT IS PARTICIPANT’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S
TO TIMELY FILE THE ELECTION UNDER SECTION 83(b), AND THE COMPANY AND ITS
REPRESENTATIVES SHALL HAVE NO OBLIGATION OR AUTHORITY TO MAKE THIS FILING ON PARTICIPANT’S
BEHALF.


 


5.2           Administration.  The Committee shall have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend
or revoke any such rules.  All actions
taken and all interpretations and determinations made by the Committee in good
faith shall be final and binding upon Participant, the Company and all other interested
persons.  No member of the Committee
shall be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan, this Agreement or the Shares. In its
absolute discretion, the Board may at any time and from time to time exercise
any and all rights and duties of the Committee under the Plan and this
Agreement.


 


5.3           Notices.  Any notice to be given under the terms of
this Agreement to the Company shall be addressed to the Company in care of the
Secretary of the Company at the address given beneath the signature of an
authorized officer of the Company on the Grant Notice, and any notice to be
given to Participant shall be addressed to Participant at the address given
beneath Participant’s signature on the Grant Notice.  By a notice given pursuant to this Section 5.3,
either party may hereafter designate a different address for notices to be
given to that party.  Any notice shall be
deemed duly given when sent via email or when sent by certified mail (return
receipt requested) and deposited (with postage prepaid) in a post office or
branch post office regularly maintained by the United States Postal Service.


 


5.4           Titles.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of this
Agreement.


 


5.5           Construction.  This Agreement shall be administered,
interpreted and enforced under the laws of the State of Delaware without regard
to conflicts of laws thereof. Should any provision of this Agreement be
determined by a court of law to be illegal or unenforceable, the other
provisions shall nevertheless remain effective and shall remain enforceable.


 


5.6           Conformity to Securities Laws.  Participant acknowledges that the Plan is
intended to conform to the extent necessary with all provisions of the
Securities Act and the Exchange Act and any and all regulations and rules promulgated
by the Securities and Exchange Commission thereunder, and state securities laws
and regulations.  Notwithstanding
anything herein to the contrary, the Plan shall be 


 


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administered, and the Shares are to be issued, only
in such a manner as to conform to such laws, rules and regulations.  To the extent permitted by applicable law,
the Plan and this Agreement shall be deemed amended to the extent necessary to
conform to such laws, rules and regulations.


 


5.7           Amendments.  This Agreement may not be modified, amended
or terminated except by an instrument in writing, signed by Participant and by
a duly authorized representative of the Company.


 


5.8           Successors and Assigns.  The Company may assign any of its rights
under this Agreement to single or multiple assignees, and this Agreement shall
inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer
herein set forth, this Agreement shall be binding upon Participant and his or
her heirs, executors, administrators, successors and assigns.


 


5.10         Entire Agreement.  The Plan and this Agreement (including all
Exhibits hereto) constitute the entire agreement of the parties and supersede
in their entirety all prior undertakings and agreements of the Company and
Participant with respect to the subject matter hereof.  


 


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EXHIBIT B


 


TO RESTRICTED
STOCK AWARD GRANT NOTICE


 


CONSENT OF
SPOUSE


 


I,
                                                ,
spouse of              ,
have read and approve the foregoing Restricted Stock Grant Notice and Restricted
Stock Award Agreement (the “Agreement”).  In consideration of issuing to my spouse the
shares of the common stock of Bare Escentuals, Inc., a Delaware
corporation (the “Company”), set forth in the
Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the
exercise of any rights under the Agreement and agree to be bound by the
provisions of the Agreement insofar as I may have any rights in said Agreement
or any shares of the common stock of the Company issued pursuant thereto under
the community property laws or similar laws relating to marital property in
effect in the state of our residence as of the date of the signing of the
foregoing Agreement.


 


	
  Dated:
                       ,

  	
   

  
	
   

  	
  Signature of Spouse

  



 


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EXHIBIT C


 


TO RESTRICTED
STOCK AWARD GRANT NOTICE


 


STOCK
ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned,           ,
hereby sells, assigns and transfers unto Bare Escentuals, Inc., a Delaware
corporation (the “Company”),
              
shares of the common stock of the Company standing in its name of the books of
said corporation represented by Certificate No.         
herewith and do hereby irrevocably constitute and appoint
                                        
to transfer the said stock on the books of the within named corporation with
full power of substitution in the premises.


 


This
Stock Assignment may be used only in accordance with the Restricted Stock Award
Agreement between the Company and the undersigned dated
                      ,
        .


 


	
  Dated:
                       ,

  	
   

  
	
   

  	
  [Name of Participant]

  



 


 


INSTRUCTIONS:  Please do not fill in the blanks other than
the signature line.  The purpose of this
assignment is to enable the Company to exercise its “Repurchase Option,” as set
forth in the Restricted Stock Award Agreement, without requiring additional
signatures on the part of Participant.


 


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