UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: April 25, 2007
(Date of earliest event reported)
SALLY BEAUTY HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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1-33145 |
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36-2257936 |
(State or other jurisdiction of |
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(Commission file number) |
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(I.R.S. Employer |
incorporation) |
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Identification Number) |
3001
Colorado Boulevard
Denton, Texas 76210
(Address of principal executive offices, including zip code)
(940) 898-7500
(Registrants telephone number, including area code)
Not
applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 25, 2007, the Compensation Committee (the Compensation Committee ) of the Board of Directors (the Board ) of Sally Beauty Holdings, Inc., a Delaware corporation (the Company ), authorized and approved a cash payment to John H. Golliher, President of Beauty Systems Group LLC, a Delaware limited liability company and an indirect wholly-owned subsidiary of the Company, in connection with the relocation of his employment by the Company from California to Texas (the Relocation ). The approved cash payment is in the amount of approximately $172,000, $125,000 of which represents a portion of the diminution in the value of the equity in Mr. Gollihers former home in California from the date that an appraisal of such home was conducted in connection with the Relocation and the date on which such home was ultimately sold, and the remainder of which represents the approximate amount of taxes that Mr. Golliher will be required to pay with respect to the $125,000 payment.
Item 8.01 Other Events.
In connection with the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan (the 2007 Plan ), which was approved by the Companys stockholders at the annual meeting of the Companys stockholders on April 26, 2007, the Compensation Committee has approved and adopted forms of the following agreements to be utilized with respect to awards under the 2007 Plan: (i) a Stock Option Agreement for Independent Directors, which form is filed herewith as Exhibit 10.1, (ii) a Stock Option Award Agreement for Employees, which form is filed herewith as Exhibit 10.2, (iii) a Restricted Stock Unit Agreement for Independent Directors, which form is filed herewith as Exhibit 10.3, and (iv) a Restricted Stock Agreement for Employees, which form is filed herewith as Exhibit 10.4.
Item 9.01 Financial Statements and Exhibits.
(d) See exhibit index.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 27, 2007 |
Sally Beauty Holdings, Inc. |
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By: |
/s/ Raal H. Roos |
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Name: |
Raal H. Roos |
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Title: |
Senior Vice President, General Counsel and |
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Secretary |
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EXHIBIT INDEX
10.1 |
Form of Stock Option Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan. |
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10.2 |
Form of Stock Option Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan. |
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10.3 |
Form of Restricted Stock Unit Agreement for Independent Directors pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan. |
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10.4 |
Form of Restricted Stock Agreement for Employees pursuant to the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan. |
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Exhibit 10.1
SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN
STOCK OPTION AGREEMENT
FOR INDEPENDENT DIRECTORS
Optionee:
Total Shares Subject to Option:
Exercise Price Per Share:
Date of Grant: |
April 26, 2007 |
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Vesting Commencement Date: |
September 30, 2006 |
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Expiration Date: |
April 26, 2017 |
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Type of Stock Option: |
Non-Statutory Stock Option |
If an installment covers a fractional Share, such installment will be rounded to the next highest Share, except the final installment, which will be for the balance of the total Shares; provided, that, absent the occurrence of an Adjustment Event as described in Section 4.4 of the Plan, the Optionee shall in no event be entitled under the Option to purchase a number of shares of Common Stock greater than the Total Shares Subject to Option indicated above. Unless Otherwise provided in the Plan or this Option Agreement, the Option shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before the Expiration Date. Unless otherwise provided below, upon the effective date of an Optionees termination of service the unvested portion of the Optionees Option under this Option Agreement shall be forfeited.
If during the term of this Option Agreement the Optionee is involuntarily terminated by the Company without Cause, or if the Optionees service with the Company is terminated as a result of the Optionees death or Disability, then this Option shall become fully vested and exercisable with respect to all Shares subject to Option as of the effective date of the Optionees termination of service as a result of the Optionees death, Disability, or involuntary termination other than for Cause. If the Optionee voluntarily terminates service with the Company for any reason, the Option shall be exercisable only to the extent the Optionee was vested in the Option on the effective date of such termination of service. Unless, as described in Section 9.2 of the Plan, an Alternative Award replaces this Option, this Option shall become fully vested and exercisable with respect to all Shares subject to Option upon the occurrence during the term of this Option Agreement of a Change in Control. Unless otherwise provided for in this Option Agreement, if the Optionees service with the Company is terminated for Cause, then the entire Option, whether or not vested, shall be immediately forfeited and cancelled as of the date of such termination.
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THE OPTIONEE ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE OPTIONEES CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT OR THE PLAN SHALL CONFER UPON THE OPTIONEE ANY RIGHT WITH RESPECT TO FUTURE GRANTS OR CONTINUATION OF THE OPTIONEES CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE OPTIONEES RIGHT OR THE RIGHT OF THE OPTIONEES EMPLOYER TO TERMINATE OPTIONEES CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE OPTIONEE ACKNOWLEDGES THAT UNLESS THE OPTIONEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE OPTIONEES STATUS IS AT-WILL.
The Optionee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions hereof and thereof. The Optionee has reviewed this Option Agreement, the Plan, and the Exercise Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement, and fully understands all provisions of this Option Agreement, the Plan and the Exercise Notice. The Optionee further agrees to provide the Company with such information as the Company considers necessary for the administration of this Option Agreement.
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Optionee |
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EXHIBIT A
SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN
STOCK OPTION EXERCISE NOTICE
This Stock Option Exercise Notice ( Exercise Notice ) is made this day of , 20 between Sally Beauty Holdings, Inc. (the Company ), and the optionee named below (the Optionee ) pursuant to the Sally Beauty Holdings 2007 Omnibus Incentive Plan (the Plan ). Unless otherwise defined herein, the capitalized terms used in this Exercise Notice shall have the meaning ascribed to them in the Plan and in the Stock Option Agreement ( Option Agreement ) to which this Exercise Notice relates.
Award Number:
Optionee:
Social Security Number:
Number of Shares Purchased:
Price Per Share:
Aggregate Purchase Price:
Date of Grant:
Vesting Commencement Date:
Type of Stock Option: Non-Qualified Stock Option
The Optionee hereby delivers to the Company the Aggregate Purchase Price set forth above ( Aggregate Purchase Price ) in cash as indicated below or to the extent provided for in the Option Agreement and approved by the Committee by accepting this Exercise Notice, as follows (as applicable, check and complete):
in cash in the amount of $ , receipt of which is acknowledged by the Company;
through a same-day-sale commitment, delivered herewith, from the Optionee and the NASD Dealer named therein in the amount of $ ;
through a margin commitment, delivered herewith, from the Optionee and the NASD Dealer named therein in the amount of $ ;
The Company and the Optionee (the Parties) hereby agree as follows:
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Exhibit 10.2
SALLY BEAUTY HOLDINGS 2007 OMNIBUS
INCENTIVE PLAN
STOCK OPTION AGREEMENT
FOR EMPLOYEES
Optionee:
Total Shares Subject to Option:
Option Exercise Price Per Share:
Date of Grant: |
April 26, 2007 |
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Vesting Commencement Date: |
September 30, 2006 |
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Expiration Date: |
April 26, 2017 |
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Type of Stock Option: |
Non-Statutory Stock Option |
If an installment covers a fractional Share, such installment will be rounded to the next highest Share, except the final installment, which will be for the balance of the total Shares; provided, that, absent the occurrence of an Adjustment Event as described in Section 4.4 of the Plan, the Optionee shall in no event be entitled under the Option to purchase a number of shares of Common Stock greater than the Total Shares Subject to Option indicated above. Unless Otherwise provided in the Plan or this Option Agreement, the Option shall expire on the Expiration Date set forth above and must be exercised, if at all, on or before the Expiration Date. Unless otherwise provided below, upon the effective date of an Optionees termination of service the unvested portion of the Optionees Option under this Option Agreement shall be forfeited.
If the Optionees service with the Company or any Subsidiary is terminated as a result of the Optionees Retirement and the Optionee does not agree to be bound by the restrictions of Section 5.5 of the Plan, then the Option shall be exercisable only to the extent that the Optionee could exercise it on the date of his or her Retirement. If the Optionees service with the Company or any Subsidiary is terminated as a result of the Optionees Retirement and the Optionee agrees to be bound by the restrictive covenants of Section 5.5 of the Plan for the three-year period following Optionees Retirement then Optionee will continue to vest in the portion of the Option that was not vested and exercisable as of the date of the Optionees Retirement for the three-year period following Optionees Retirement as if the Optionees service had not terminated, unless Optionee violates the any of the restrictive covenants of Section 5.5 of the Plan during such three-year period. If, in the sole discretion of the Committee, the Optionee violates one of the restrictive covenants of Section 5.5 of the Plan during the three-year period following Optionees Retirement, then all Options, whether or not vested, shall be immediately forfeited and cancelled as of the date of such violation. If the Optionees service with the Company or any Subsidiary is terminated as a result of the Optionees death or Disability then the Optionee shall, in addition to the portion of the Option in which the Optionee was vested as of the effective date of any such termination of service, vest in that portion of the Option that becomes vested and exercisable on the next vesting date following the effective date of the Optionees termination of service as a result of the Optionees death or Disability. If the Optionee voluntarily terminates service for any other reason the Option shall be exercisable only to the extent the Optionee was vested on the effective date of such termination of service. Unless, as described in Section 9.2 of the Plan, an Alternative Award replaces this Option, this Option shall become fully vested and exercisable upon the occurrence during the term of this Option Agreement of a Change in Control. If the Optionees service is terminated for Cause then all Options shall be immediately forfeited and cancelled as of the date of such termination.
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SALLY BEAUTY HOLDINGS, INC. |
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THE OPTIONEE ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED OTHERWISE HEREIN, THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE OPTIONEES CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT OR THE PLAN SHALL CONFER UPON THE OPTIONEE ANY RIGHT WITH RESPECT TO FUTURE GRANTS OR CONTINUATION OF THE OPTIONEES CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE OPTIONEES RIGHT OR THE RIGHT OF THE OPTIONEES EMPLOYER TO TERMINATE OPTIONEES CONTINUOUS SERVICE, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE OPTIONEE ACKNOWLEDGES THAT UNLESS THE OPTIONEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE OPTIONEES STATUS IS AT-WILL.
The Optionee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions hereof and thereof. The Optionee has reviewed this Option Agreement, the Plan, and the Exercise Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement, and fully understands all provisions of this Option Agreement, the Plan and the Exercise Notice. The Optionee further agrees to provide the Company with such information as the Company considers necessary for the administration of this Option Agreement.
Dated: |
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Signed: |
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Optionee |
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EXHIBIT A
SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN
STOCK OPTION EXERCISE NOTICE
This Stock Option Exercise Notice ( Exercise Notice ) is made this day of , 20 between Sally Beauty Holdings, Inc. (the Company ), and the optionee named below (the Optionee ) pursuant to the Sally Beauty Holdings 2007 Omnibus Incentive Plan (the Plan ). Unless otherwise defined herein, the capitalized terms used in this Exercise Notice shall have the meaning ascribed to them in the Plan and in the Stock Option Agreement ( Option Agreement ) to which this Exercise Notice relates.
Award Number:
Optionee:
Number of Shares Purchased:
Option Exercise Price Per Share:
Aggregate Purchase Price:
Date of Grant:
Vesting Commencement Date:
Type of Stock Option: Non-Qualified Stock Option
The Optionee hereby delivers to the Company the Aggregate Purchase Price set forth above ( Aggregate Purchase Price ) in cash as indicated below or to the extent provided for in the Option Agreement and approved by the Committee by accepting this Exercise Notice, as follows (as applicable, check and complete):
in cash in the amount of $ , receipt of which is acknowledged by the Company;
through a same-day-sale commitment, delivered herewith, from the Optionee and the NASD Dealer named therein in the amount of $ ;
through a margin commitment, delivered herewith, from the Optionee and the NASD Dealer named therein in the amount of $ ;
The Company and the Optionee (the Parties) hereby agree as follows:
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Exhibit 10.3
SALLY BEAUTY HOLDINGS
2007 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK UNIT
AGREEMENT
FOR INDEPENDENT DIRECTORS
(Time Vesting)
THIS RESTRICTED STOCK UNIT AGREEMENT (this Agreement ) is made effective as of ( Effective Date ), by and between Sally Beauty Holdings, Inc. (the Company ) and ( Director ).
1. GRANT OF RESTRICTED STOCK UNITS . Pursuant to the Sally Beauty Holdings 2007 Omnibus Incentive Plan (the Plan ) Director is hereby awarded restricted stock units covering shares of the Common Stock of the Company (the RS Units ). On any day, the value of an RS Unit shall equal the Fair Market Value of one share of Common Stock of the Company. All of the RS Units shall be subject to the prohibition on the transfer of the RS Units and the obligations to forfeit the RS Units to the Company as set forth in Section 4 of this Agreement.
2. EFFECT OF THE PLAN . The RS Units awarded to Director are subject to all of the terms and conditions of the Plan, which terms and conditions are incorporated herein for all purposes, and of this Agreement together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan. The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Director, so long as such amendment, modification, restatement or supplement shall not materially reduce the rights and benefits available to Director hereunder, and this Award shall be subject, without further action by the Company or Director, to such amendment, modification, restatement or supplement unless provided otherwise therein. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.
3. VESTING OF RS UNITS . Except as otherwise provided in Section 4 of this Agreement, all of the RS Units shall vest pursuant to the provisions of paragraph (c) of Section 4 of this Agreement, on September 30, 2008 (the Vesting Date).
4. RESTRICTIONS . Director hereby accepts the Award of the RS Units and agrees with respect thereto as follows:
(a) No Transfer . Unless otherwise determined by the Committee and provided in this Agreement or the Plan, the RS Units shall not be sold, assigned, pledged, exchanged, hypothecated or otherwise transferred except by will or the laws of descent and distribution. Any attempted assignment of an RS Unit in violation of this Agreement shall be null and void. The Company shall not be required to honor the transfer of any RS Units that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or the Plan.
(b) Forfeiture of RS Units . If Director terminates service with the Company and its Subsidiaries prior to the Vesting Date for any reason other than Directors death, Disability, or involuntary termination without Cause, then Director (or Directors estate, as applicable) shall, for no consideration, forfeit all RS Units; provided, however, that the Committee or its designee may, in the Committees or the designees sole and absolute discretion, as applicable, provide for the acceleration of the vesting of the RS Units, eliminate or make less restrictive any restrictions contained in this Agreement, waive any restriction or other provision of the Plan or this Agreement or otherwise amend or modify this Agreement in any manner that is either (i) not adverse to Director, or (ii) consented to by Director.
(c) Vesting of RS Units . If Director provides continuous, eligible service to the Company and its Subsidiaries, as determined by the Committee or its designee, in the Committees or the designees sole and absolute discretion, as applicable, from the Effective Date until the Vesting Date, Director shall vest in one hundred percent (100%) of the RS Units.
(d) Death, Disability, or Involuntary Termination Without Cause . If, as a result of Directors death, Disability, or involuntary termination without Cause, Director terminates service with the Company and its Subsidiaries prior to the Vesting Date, then, provided Director has provided continuous, eligible service to the Company from the Effective Date until Directors death, Disability, or involuntary termination without Cause, Director shall vest in and have a non-forfeitable right to a pro-rata portion of the RS Units determined by multiplying the total number of RS Units awarded under this Agreement by a fraction the numerator of which is the number of whole months Director served as a member of the board of directors of the Company and the denominator of which is 12.
(e) Rights . RS Units represent an unsecured promise of the Company to issue shares of Common Stock of the Company as otherwise provided in this Agreement. Other than the rights provided in this Agreement, Director shall have no rights of a stockholder of the Company with respect to the RS Units awarded under this Agreement until such RS Units have vested and the related shares of Common Stock have been issued pursuant to the terms of this Agreement.
(f) Issuance of Common Stock . The Company will issue to Director the shares of Common Stock underlying the vested RS Units on the date which is six months after the effective date of Directors termination of service as a member of the board of directors of the Company, or as soon as administratively practicable following such date. Evidence of the issuance of the shares of Common Stock pursuant to this Agreement may be accomplished in such manner as the Company or its authorized representatives shall deem appropriate including, without limitation, electronic registration, book-entry registration or issuance of a certificate or certificates in the name of Director or in the name of such other party or parties as the Company and its authorized representatives shall deem appropriate.
In the event the shares of Common Stock issued pursuant to this Agreement remain subject to any additional restrictions, the Company and its authorized representatives shall ensure that Director is prohibited from entering into any transaction, which would violate any such restrictions, until such restrictions lapse.
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5. COMMUNITY INTEREST OF SPOUSE . The community interest, if any, of any spouse of Director in any of the RS Units shall be subject to all of the terms, conditions and restrictions of this Agreement and the Plan, and shall be forfeited and surrendered to the Company upon the occurrence of any of the events requiring Directors interest in such RS Units to be so forfeited and surrendered pursuant to this Agreement.
6. BINDING EFFECT . This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under Director.
7. TAX MATTERS .
(a) The vesting of any RS Units and the related issuance of shares of Common Stock pursuant to paragraph (f) of Section 4 of this Agreement shall be subject to the satisfaction of all applicable federal, state and local income and employment tax withholding requirements (the Required Withholding ). By execution of this Agreement, Director shall be deemed to have authorized the Company to withhold from the shares of Common Stock distributed to Director, the shares of Common Stock necessary to satisfy Directors Required Withholding, if any. The amount of the Required Withholding and the number of shares of Common Stock required to satisfy Directors Required Withholding, if any, as well as the amount reflected on tax reports filed by the Company, shall be based on the closing price of the Common Stock on the day the Common Stock is issued to Director pursuant to Section 4 of this Agreement. Notwithstanding the foregoing, the Company may require that Director satisfy Directors Required Withholding, if any, by any other means the Company, in its sole discretion, considers reasonable. The obligations of the Company under this Agreement shall be conditioned on such satisfaction of the Required Withholding.
(b) Director acknowledges that the tax consequences associated with the Award are complex and that the Company has urged Director to review with Directors own tax advisors the federal, state, and local tax consequences of this Award. Director is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Director understands that Director (and not the Company) shall be responsible for Directors own tax liability that may arise as a result of this Agreement.
IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an authorized officer and Director has executed this Agreement, all as of the date first above written.
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DIRECTOR ACKNOWLEDGES AND AGREES THAT THE RS UNITS SUBJECT TO THIS AWARD SHALL VEST AND THE RESTRICTIONS RESULTING IN THE FORFEITURE OF THE RS UNIT SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF DIRECTORS SERVICE TO THE COMPANY OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THE RS UNITS). DIRECTOR FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON DIRECTOR ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF DIRECTORS SERVICE TO THE COMPANY. Director acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Restricted Stock Unit Award subject to all of the terms and provisions hereof and thereof, including the mandatory dispute resolution provisions. Director has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan.
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Exhibit 10.4
SALLY BEAUTY HOLDINGS
2007 OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AGREEMENT
FOR EMPLOYEES
THIS RESTRICTED STOCK AGREEMENT (this Agreement ) is made as of , 2007 by and between Sally Beauty Holdings, Inc. (the Company ) and ( Employee ).
Forfeiture Restrictions such certificate shall bear the following legend with respect to the Forfeiture Restrictions applicable to such Award:
This certificate and the shares of stock represented hereby are subject to the terms and conditions, including forfeiture provisions and restrictions against transfer (the Restrictions), contained in the Sally Beauty Holdings, Inc. 2007 Omnibus Incentive Plan and an agreement between the registered owner and Sally Beauty Holdings, Inc. Any attempt to dispose of these shares in contravention of the Restrictions, including by way of sale, assignment, transfer, pledge, hypothecation or otherwise, shall be null and void without effect.
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Upon the lapse of the Forfeiture Restrictions pursuant to this Section 3, the Company or, at the Companys instruction, its authorized representative shall release those Restricted Shares with respect to which the Forfeiture Restrictions have lapsed. The lapse of the Forfeiture
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Restrictions and the release of the Restricted Shares shall be evidenced in such a manner as the Company and its authorized representatives deem appropriate under the circumstances.
At the Companys request, Employee shall execute and deliver, as necessary, a stock power, in blank, with respect to the Restricted Shares, and the Company may, as necessary, exercise such stock power in the event of the forfeiture of any Restricted Shares pursuant to this Agreement, or as may otherwise be required in order for the Company to withhold the Restricted Shares necessary to satisfy any applicable federal, state and local income and employment tax withholding obligations pursuant to Section 6 of this Agreement.
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IN WITNESS WHEREOF , the Company has caused this Agreement to be duly executed by an authorized officer and Employee has executed this Agreement, all as of the date first above written.
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EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE SHARES SUBJECT TO THIS RESTRICTED STOCK AWARD SHALL REMAIN SUBJECT TO THE FORFEITURE RESTRICTIONS PROVIDED FOR IN THIS AGREEMENT AND THE FORFEITURE RESTRICTIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF EMPLOYEES SERVICE TO THE COMPANY OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THE RESTRICTED STOCK AWARD). EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON EMPLOYEE ANY RIGHT WITH RESPECT TO FUTURE AWARDS OR CONTINUATION OF EMPLOYEES SERVICE TO THE COMPANY. Employee acknowledges receipt of a copy of the Plan, represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Restricted Stock Award subject to all of the terms and provisions hereof and thereof. Employee has reviewed this Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of this Agreement and the Plan.
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EMPLOYEE |
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