Exhibit 10.1

June 20, 2013

PERSONAL & CONFIDENTIAL

Ms. Mary Dillon

Re: Offer of Employment

Dear Ms. Dillon:

We are very pleased to offer you the position of Chief Executive Officer of Ulta Salon, Cosmetics & Fragrance, Inc. (“Ulta”) and Ulta Inc. (collectively with Ulta the “ Company ”) and look forward to you joining our team. This letter agreement (this “Agreement”) sets forth our offer and the terms and conditions of your employment with the Company, should you accept such offer.

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Please sign and date this Agreement in the space indicated and return it to my attention to evidence your understanding and acceptance of the terms set forth herein.

[Signature page to Employment Letter dated June 20, 2013]

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EXHIBIT A

CONFIDENTIAL INFORMATION & PROTECTIVE CONVENANTS AGREEMENT

Employee: Mary Dillon (“Employee”).

Company: ULTA Salon, Cosmetics & Fragrance, Inc., 1000 Remington Blvd., Suite 120, Bolingbrook, Illinois 60440 (“Company”).

THIS CONFIDENTIAL INFORMATION & PROTECTIVE COVENANTS AGREEMENT (“ Agreement ”) is between Employee and Company , collectively referred to as the “ parties. ”

Company seeks to place or retain Employee in a position of special trust and confidence, and Employee wishes to accept such a position. Accordingly, as a condition of Employee’s employment or continued employment and the parties mutual promises and obligations provided for herein, which the parties stipulate is sufficient consideration, the parties agree as follows:

SECTION 1 . Employee’s Position.

1.1 Duties . Employee will dedicate his or her full working time and effort to the duties of the position assigned to Employee by the Company, and will not engage in other employment without written approval of the Company. Employee will remain loyal, comply with Company policies and procedures, and avoid conflicts of interest. Employee will promptly inform and direct to Company all business opportunities that may be of interest to the Company in its line of business. This Agreement supplements, and does not eliminate or diminish the common law duties that Employee has to the Company.

1.2 Position of Trust . In reliance upon Employee’s promises in this Agreement, Company will provide Employee with one or more of the following: (a) access to the Company’s Confidential Information (through a computer password or other means) with periodic updates; (b) authorization to communicate with customers, prospective customers, vendors or prospective vendors; and/or (c) authorization to participate in specialized training related to Company’s business.

1.3 Employment At Will . Nothing in this Agreement is intended to, or shall be construed to, create a contractual guarantee of continued employment for any definite period of time. Both parties reserve the right to terminate the employment relationship between them at any time at their discretion unless otherwise clearly agreed through a separate written agreement.

SECTION 2. Confidential Information and Proprietary Materials .

2.1 Definition of Confidential Information . “ Confidential Information ” refers to an item of information, or a compilation of information, in any form (tangible or intangible), related to the Company’s business that Company has not made public or authorized public disclosure of, and that is not generally known to the public or to other persons who might obtain value or competitive advantage from its disclosure or use. Confidential Information includes, but is not limited to: the Company’s financial, customer, employee, vendor, supply chain and inventory databases, Company’s trade secrets, non-public information regarding inventions, research, development, manufacturing, purchasing, finance, computer software, computer hardware, automated systems, engineering, marketing, merchandising, purchasing, selling, sales volumes or strategies, including vendor information, names or significance of the Company’s customers or clients or their employees or representatives, preferences, needs or requirements, purchasing histories, or other customer or client-specific information, and business plans and analysis. Confidential Information will also include information about the business affairs of third parties (including, but not limited to, customers and acquisition targets) that such third parties provide to Company in confidence. Confidential Information will not lose its protected status under this Agreement if it becomes generally known to the public or to other persons through improper means such as the unauthorized use or disclosure of the information by Employee or another person.

2.2. Unauthorized Use or Disclosure . Employee agrees not to engage in any unauthorized use or disclosure of Confidential Information. The obligations of this paragraph will apply throughout Employee’s employment with the Company and for so long thereafter as the Confidential Information remains information that the Company maintains as confidential or a trade secret information. Nothing herein is intended, or shall be construed to prohibit Employee from disclosing information if compelled by law to do so (such as by a court order or valid subpoena). However, if disclosure is compelled by law, Employee will give Company as much prior written notice before disclosure as possible under the circumstances, and will cooperate with Company in efforts to protect such information to the full extent allowed by law. Employee will not use or refer to Confidential Information in articles, publications, lectures, or presentations to third parties without advance written authorization of the Company, and will comply with all confidentiality and public communication policies of the Company.

2.3. Employee Recordkeeping and Computer Use . Employee agrees to preserve records on current and prospective Company customers, suppliers, and other business relationships that he or she develops or helps to develop while employed with the Company, and any additional records that incorporate Confidential Information, and copies thereof (collectively “Proprietary Materials” ), and agrees not to destroy or delete any such Proprietary Materials without the prior authorization of the Company that is specific to those materials. Employee will not knowingly use Company computers, email, databases, or other resources for a purpose that conflicts with the business interests of the Company. Upon the termination of employment (or earlier if so requested), Employee will return to Company all Proprietary Materials and all copies thereof (whether maintained as hard copies, email, on flash drives or any other storage device), that are in Employee’s possession or control.

2.4. Intellectual Property . Employee agrees to promptly inform Company’s Legal Department and disclose to Company all inventions, ideas, improvements, systems or processes, software, discoveries, and other intellectual property (collectively referred to as “inventions”) or copyright eligible works, that he or she develops, discovers, or creates that: (a) relate to the business of the Company or its affiliates, or to their actual or demonstrably anticipated research, development and strategy, future work, or projects, whether or not conceived or developed alone or with others, and whether or not conceived or developed during regular working hours; or, (b) result from any work Employee performed for Company or its affiliates; or, (c) involve the use or assistance of time, property, tools or other resources of the Company or its affiliates; all such inventions, works or creations being hereafter referred to as “ Company Inventions .” All Company Inventions, and rights thereto, moral and otherwise, will be Company’s exclusive property unless otherwise agreed by both parties in writing. While employed, and as necessary thereafter, Employee will assist Company to obtain patents or copyrights on all such Company Inventions, and will execute all documents and do everything necessary to obtain for Company the copyrights, patents, licenses, and other rights and interests that would be necessary to secure for the Company the complete and exclusive benefit of Company Inventions to the maximum extent allowed by law. Employee does hereby grant and assign to Company all right, title, and interest to any Company Inventions that Employee has acquired or may subsequently acquire while employed with the Company. Except where Employee can show otherwise by clear and convincing evidence, it shall be presumed that any invention created or conceived, in whole or in part, by Employee within a one year period following the termination of Employee’s employment with the Company that relates to the business of Company or its affiliates, or any actual or demonstrably anticipated research of Company or its affiliates, shall be considered a Company Invention that is assigned to the Company by Employee. Notwithstanding the foregoing, to the extent not preempted by federal law, and if applicable state law where Employee resides requires it, such as in California (pursuant to Cal. Lab. Code, § 2870), Minnesota, or North Carolina, Employee is notified that: no provision in this Agreement requires Employee to assign any of his or her rights to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (a) the invention relates at the time of conception or reduction to practice of the invention, (i) to the business of the Company, or (ii) to the Company’s actual or demonstrably anticipated research or development, or (b) the invention results from any work performed by Employee for the Company. This Agreement is intended to compliment and supplement, not replace, any additional written agreement(s) the parties may have regarding specific Company Inventions. To the extent Employee has previously developed, alone or with others, any inventions that Employee believes should be excluded from the coverage of Company Inventions under this Agreement, Employee has identified them on Exhibit A to this Agreement.

SECTION 3 . Protective Covenants. Employee stipulates that: (a) the protective covenants provided for below are reasonable and necessary to protect legitimate business interests of the Company, and do not impose an unreasonable burden upon Employee or upon the public’s interests; (b) confidentiality and non-disclosure obligations standing alone are inadequate to protect the Company’s legitimate business interests and to prevent irreparable harm; and, (c) the Company has business relationships with customers and suppliers that are of a long-term and repeat nature and that it takes significant time, expense, and effort to develop these relationships.

3.1. Definitions . a. “Competing Business” means any person, business entity, organization, or separately operated unit or subsidiary of a business entity, that is engaged in or about to become engaged in (i) the business of retail sale of prestige, professional or mass beauty products in one or more of the following categories: cosmetics, fragrance, hair care and styling, personal care products, skincare and treatment, bath and body products, salon styling tools, or salon hair care products; or, (ii) the providing of salon and skincare services. b. “Competing Product” is any product or service that competes with a product or service of the Company that Employee is involved in or receives Confidential Information about in the Look Back Period and that the Company remains in the business of providing to its customers at the relevant time of enforcement. c. “Covered Customer” means any established customer of the Company that Employee had business dealings with on behalf of the Company during the Look Back Period. An “established” customer refers to a customer that has, or can reasonably be expected to have, ongoing and/or repeated business dealings with the Company. The parties recognize that this occurs, at least in part, because of the development of goodwill with the customer and/or competitive advantage attained through Company’s Confidential Information and training that regularly occurs in the course of Company’s business. d. “Look Back Period” means the two year period preceding the termination (voluntary or involuntary) of Employee’s employment with the Company, or such lesser time as Employee has been employed with the Company as an employee, consultant, director, or otherwise at the time of Employee’s termination. e. “Restricted Area” refers to the geographic area assigned to Employee in Exhibit A which is understood to be the area of Company’s business operations about which Employee will receive Confidential Information, training, and/or customer goodwill in the course of employment.

3.2. Restriction Against Unfair Competition . Employee agrees that for a period of eighteen (18) months following termination (voluntary or involuntary) of Employee’s employment with Company, Employee will not manage, supervise, or perform services for a Competing Business in the Restricted Area that are similar in purpose or function to the services Employee performed for Company, or that would otherwise involve the probable use or disclosure of Confidential Information. Nothing herein shall be construed to prohibit: Employee’s employment in a separately operated subsidiary or other business unit of a company that would not be a Competing Business but for common ownership with a Competing Business so long as written assurances regarding the non-competitive nature of Employee’s position that are satisfactory to the Company have been provided by Employee and the new employer in advance; or, a passive investment interest in a Competing Business through the ownership of less than 2% of the outstanding shares of a publicly traded company.

3.3 Restriction Against Customer Interference. Employee agrees that for a period of eighteen (18) months following termination (voluntary or involuntary) of Employee’s employment with Company, Employee will not knowingly solicit or communicate, in person or through supervision or control of others, with a Covered Customer for the purpose of (a) selling or providing the Covered Customer a Competing Product, or (b) inducing or encouraging the Covered Customer to cease or diminish business activities with the Company.

3.4. Restriction Against Employee Interference. Employee agrees that for a period of eighteen (18) months following termination (voluntary or involuntary) of Employee’s employment with Company, Employee will not knowingly (a) solicit or communicate, in person or through supervision or control of others, with an employee of the Company for the purpose of inducing or encouraging the employee to leave the employment of the company or to change an existing business relationship, or (b) help another person or entity evaluate a Company employee as an employment candidate. In the event that a violation of this Paragraph results in, or is a contributing factor in, the termination of a Company employee’s employment then Employee shall make a liquidated damage payment to the Company that is equal to 30% of the of terminated employee’s total annual compensation with the Company in the preceding 12 months, and such payment shall be in addition to (and not in lieu of) injunctive relief to prevent further violations of this Agreement that Company may otherwise be entitled to.

3.5. Restriction Against Supplier Interference. Employee agrees that for a period of eighteen (18) months following termination (voluntary or involuntary) of Employee’s employment with Company, Employee will not knowingly solicit or communicate, in person or through the supervision or control of others, with any person or entity that supplies material goods and/or services to the Company on a regular basis for the purpose of inducing or encouraging the supplier to end or change an existing business relationship to the detriment of the Company.

3.6. State of Residence Modifications . No state of residence modifications are applicable to Employee.

3.7. Survival of Restrictions. a. The Agreement’s post-employment obligations will survive the termination of Employee's employment with Company, regardless of the cause of the termination. b. If Employee violates one of the post-employment restrictions in this Agreement on which there is a specific time limitation, the time period for that restriction will be extended by one day for each day Employee violates it, up to a maximum extension equal to the length of time prescribed for the restriction, so as to give Company the full benefit of the bargained-for length of forbearance (but not to exceed one year). c. If a court finds any of the Agreement’s restrictions unenforceable as written, it is the intention of the parties that the Court revise or reduce the restriction (for the jurisdiction covered by that court only) so as to make the restriction enforceable to the maximum extent legally allowed within that jurisdiction to protect the Company’s interests.

SECTION 4 . Notice . In the event Employee is offered employment by a person or entity other than the Company, Employee will advise such person or entity of the terms of this Agreement prior to performing services and will insure that his or her services do not violate this Agreement. Company will be entitled to tell any future employer or prospective employer of Employee about this Agreement and the Company’s opinion regarding its application without such being considered a wrongful act of any kind. During employment and for a period of one year thereafter, Employee will provide Company written notice at least fourteen (14) days before beginning work or providing services for a Competing Business. Such notice shall include a description of the duties and nature of activities anticipated for the position. If requested to do so, Employee will cooperate in discussions with the prospective employer and/or the Company in an effort to resolve any concerns that the Company may have over the position.

SECTION 5 . Special Remedies . In the event of a violation or threatened violation of one of the restrictions in this Agreement, the party seeking to enforce the restriction shall be entitled to specific performance, injunctive relief by temporary restraining order, temporary injunction, and/or permanent injunction, in addition to (but not to the exclusion of) any damages or other remedies allowed by law. In the event Company has to pursue legal action to enforce one of more provisions of this Agreement, Company shall be entitled to recover its reasonable attorney’s fees and costs incurred in doing so from Employee. One Thousand Dollars ($1,000.00) is the agreed amount for the bond to be posted by the Company if an injunction is sought by Company to enforce the restrictions in this Agreement on Employee.

SECTION 6 . Severability, Waiver, Modification, Assignment, Governing Law .

a. This Agreement may not be waived, modified, altered or amended except by written agreement of all parties or by court order. b. If either party waives his, her, or its right to pursue a claim for the other’s breach of any provision of the Agreement, the waiver will not extinguish that party’s right to pursue a claim for a subsequent breach. c. It is the intention of the parties that if any provision of the Agreement is determined by a court of competent jurisdiction to be void, illegal or unenforceable, in whole or in part, all other provisions will remain in full force and effect, as if the void, illegal, or unenforceable provision were not a part of the Agreement. d. Except where otherwise expressly indicated, this Agreement contains the parties’ entire agreement concerning the matters covered in it; provided that if a post-employment restrictive covenant in this Agreement is found unenforceable (despite, and after application of, any applicable right to reformation that could add or renew enforceability), then any prior agreement between the parties that would provide for a restriction on the same or substantially similar post-employment conduct of Employee shall not be considered superseded and shall be restored to effect. e. This Agreement will inure to the benefit of Company’s successors in interest, affiliates, subsidiaries, parents, purchasers, or assignees, and may be enforced by any one or more of same, without need of any further authorization or agreement from Employee. f. The laws of the State of Illinois will govern this Agreement, the construction, application, and enforcement of its terms, and the rights of the parties in any dispute arising from this Agreement, regardless of any conflicts of law principles of Illinois or any other state at issue. g. Any action relating to or arising from this Agreement may be brought in the courts of the State of Illinois or the United States District Court for the Northern District of Illinois (if sufficient grounds for federal court jurisdiction exist). Employee expressly consents to personal jurisdiction and venue in the aforementioned courts and to service of process by United States Mail or express courier service in any such action.

AGREED to and effective as of June 20, 2013 (Effective Date).

EXHIBIT A

1. New Consideration. As additional and new consideration for this Agreement, Employee will be eligible to participate in the Company’s Long Term Incentive Plan; subject to the terms and conditions of the program. Participation in the foregoing compensation program is conditioned on Employee’s agreement to, and continuing compliance with, the terms of this Agreement, as determined by Company. Employee understands and agrees that this additional consideration has material value and benefit, and that he/she is not entitled to participate in the program unless he/she has signed this Agreement.

2. Restricted Area. The Restricted Areas applicable to Employee are:

a. each of the states within the United States where the Company does business as reflected on the Company’s website (or equivalent public announcements) as of the date of Employee’s termination of employment that Employee had supervisory or management authority over or receives Confidential Information about in the Look Back Period; and,

b. a 5 mile radius surrounding each store or operating facility of the Company that Employee has supervisory or management authority over or receives Confidential Information about in the Look Back Period; and,

c. a 50 mile radius surrounding each office or facility of the Company that employee regularly works out of in the Look Back Period;

provided, however, that as a high level executive of the Company, it will be presumed that Employee received Confidential Information about, or maintained supervisory or management authority over, Company’s operations in each state where Company does business and over each store or operating facility of Company in the United States unless Employee can prove otherwise by clear and convincing evidence.

3. Prior Inventions . As concerns inventions that Employee believes should be excluded from the coverage of Company Inventions under this Agreement, Employee identifies the following:

         Employee claims no inventions.

         Inventions claimed by Employee are as follows (without disclosing any confidential information):

4. Settlement Purpose. The parties agree that an important purpose of this Agreement is to resolve uncertainties, settle, and avoid future disputes as to the conduct, jobs, or activities that would by their nature be likely to involve the use or disclosure of Confidential Information,

conversion of Company’s customer goodwill or specialized training, or similar irreparable harm to the Company. Accordingly, the parties have agreed to restrictions in this Agreement in order to have a predictable set of boundaries they can rely on in making future decisions and to avoid legal disputes over what is an enforceable, reasonable and necessary set of restrictions. Employee therefore agrees not to sue or otherwise initiate a legal action to challenge the enforceability of any restriction in this Agreement pertaining to Employee.