ELF e l f Beauty Inc

“Cause” means (i) a breach by the Employee of the Employee’s obligations pursuant to his or her employment or other similar agreement (other than as a result of physical or mental incapacity) which constitutes material nonperformance by the Employee of his or her obligations and duties thereunder, which the Employee has failed to remedy after the Board or delegate thereof has given the Employee written notice of, and at least fifteen (15) days to remedy, such breach, (ii) commission by the Employee of an act of fraud, embezzlement, misappropriation, willful misconduct or breach of fiduciary duty against the Company (other than acts, such as making personal use of Company office supplies, as have only a de minimis effect on the Company), (iii) a material breach by the Employee of any non-solicitation and or non-competition covenants contained in his or her employment or other similar agreement with the Company, (iv) the Employee’s conviction, plea of no contest or nolo contendere, deferred adjudication or unadjudicated probation for any felony or any crime involving moral turpitude, (v) the failure of the Employee to carry out, or comply with, in any material respect, any lawful directive of the Board or delegate thereof (other than any such failure resulting from the Employee’s physical or mental incapacity) which the Employee has failed to remedy after the Board or delegate thereof has given the Employee written notice of, and at least fifteen (15) days to remedy, such failure, or (vi) the Employee’s unlawful use (including being under the influence) or possession of illegal drugs. For purposes of the previous sentence, no act or failure to act on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that the Employee’s action or omission was in the best interest of the Company.

“Company Group” means the Company, collectively with its Affiliates.

“Eligible Award” means each Award of RSUs and PSUs held by a Retirement Eligible Employee that was granted on or after the Effective Date and at least six months prior to the applicable Retirement Date. For the purposes of the foregoing definition, if the Retirement Eligible Employee has provided

“Retirement Date” means the date a Retirement Eligible Employee retires from employment with the member of the Company Group employing the Retirement Eligible Employee, provided, that, unless otherwise determined by the Board or Committee, the Retirement Eligible Employee has provided not less than three months’ prior written notice of the Retirement Date to the Company and excluding any retirement after which the Retirement Eligible Employee remains employed with, or provides consulting or advisory services on substantially a full-time basis for, any other member of the Company Group. For the purposes of the foregoing definition, if after providing the Company written notice of intent to retire within three months the Retirement Eligible Employee dies, experiences a Termination of Service effected by the Company without Cause, or experiences a Termination of Service as a result of a Disability, then the Retirement Date shall be the date of such death or Termination of Service without regard to any notice requirement.

“Retirement Eligible Employee” means an Employee who is at least 55 years of age and for whom the sum of the Employee’s age and years of service to the Company Group, which need not be consecutive, totals at least 65; provided that the years of services to the Company Group must be equal to or greater than five.

RSUs. All RSUs held by the Retirement Eligible Employee that vest based solely on continued service to the Company Group shall vest in full on the Retirement Date and shall be settled in accordance with the Award Agreement.

PSUs. All PSUs held by the Retirement Eligible Employee as of the Retirement Date shall remain outstanding and eligible to vest through the applicable vesting date, and on such vesting date shall vest and be settled based on the achievement determined by the Board or Committee in accordance with the applicable Award Agreement without regard to any continuous service requirement. Notwithstanding the foregoing and subject to Section 3(c), in the event a Retirement Eligible Employee, on or after the Retirement Date, becomes a director, officer, employee or other service provider of any business, person, firm, corporation, organization or other

Notwithstanding Section 3(b), following the Retirement Date, a Retirement Eligible Employee may act in any capacity of or for a business entity that has multiple lines of business, some of which are not a Restricted Business, so long as the Retirement Eligible Employee’s engagement for such entity are restricted so that the Retirement Eligible Employee does not provide any services to or other assistance in support of, have any supervisory or executive authority respect to or otherwise involve with, any Restricted Business conducted by such entity.