Exhibit 10.3
OPTION EXERCISE PERIOD EXTENSION
AGREEMENT
This Option Exercise Period Extension Agreement
(“Agreement”) is entered into as of the
day of
,
2009 by and between Sally Beauty Holdings, Inc.
(“Sally”) and
(“Employee”) (collectively, the
“Parties”).
WHEREAS, Employee is a
“Participant”, as the term is defined, in the Sally
Beauty Holdings 2007 Omnibus Incentive Plan, as amended as of the
date of this Agreement (the “Plan”), hereby
incorporated by reference, and has been awarded certain stock
options under the terms of the Plan, as set forth on Attachment
“A” (the “Options”); and,
WHEREAS, Employee wishes to agree to
the terms of this Agreement in order to extend the period under
which options can be exercised under the Plan; and,
WHEREAS, the sum of Employee’s
age and years of service to Sally and its predecessors exceeds 75,
Employee’s separation is deemed to be a
“Retirement” under the terms of the Plan, and Employee
is otherwise believed to be eligible to enter into this Agreement
;
NOW THEREFORE, the parties agree as
follows:
1.
Extension Of Exercise
Period. In return
for executing and thereafter abiding by the terms of this Agreement
and the Plan, Employee is hereby awarded the option exercise period
extension benefits as set forth in Paragraph 5.3(b)(ii) of the
Plan. Employee acknowledges and agrees that through
incorporation by reference, the rights and obligations of the
Parties set forth in this Plan are incorporated into this
Agreement.
2.
Employer Confidential
Information .
Employee agrees that the information, observations and data
obtained by Employee during the course of Employee’s
employment with Employer and any relevant Employer Affiliate(1) are
the sole property of
(1) “Employer Affiliate” for
purposes of this agreement shall mean any affiliate, subsidiary or
other entity which has Sally Beauty Holdings, Inc. (or its
successor) as the ultimate parent company. The list of
Employer Affiliates currently includes, but is not limited
to: Sally Beauty Supply LLC, Beauty Systems Group LLC,
Innovation-Successful Salon Services, Armstrong-McCall, L.P. and
any entity operating “CosmoProf” stores in the United
States. If relevant in context, the term “Employer
Affiliate” shall also include any predecessor entity such as,
but not limited to, Alberto-Culver Company, Sally Beauty
Company, Inc. and Beauty Systems Group, Inc., Sally
Holdings, Inc. and New Sally Holdings, Inc.
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1
the Employer. Employee agrees
that from the date of this Agreement and thereafter, without the
express written consent of the Employer's President, Employee will
not disclose to any person or entity or use for Employee's own
account or for the benefit of any third party any Confidential
Information(2), unless and only to the extent that such
Confidential Information becomes generally known to and available
for use by the public or in the trade other than as a result of the
Employee's acts or inaction act or the wrongful act of any third
party. The parties agree that Confidential Information
and all elements of it are important material, confidential and
gravely affect the successful conduct of the Employer and relevant
Employer Affiliate.
Employee states that Employee has delivered to
Employer all memoranda, notes, plans, records, reports, computer
disks and memory, and other documentation and copies thereof
(however stored or recorded) relating to the business of the
Employer and any relevant Employer Affiliate, and/or which contain
Confidential Information, which Employee possesses or has custody
or control of. Employee has not retained copies.
Employee has also returned all of Employer’s and all relevant
Employer Affiliates’ property within Employee’s
custody or control.
3.
Unfair Competition
.
A.
Beginning on the day after
Employee’s final date of employment with Employer and any
relevant Employer Affiliate, (the “Termination Date”)
and ending on the day four (4) years thereafter, Employee
agrees he shall not, directly or indirectly, engage in
“Unfair Competition”. Employee agrees that it
shall be considered “Unfair Competition” for him
to:
i. own any interest in, operate, join,
control, or participate as a partner, director, principal, officer
or agent; enter into the employment of, act as a consultant to, or
perform any services for a person or entity
