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:
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Date of Grant:
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April 26, 2007
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Vesting Commencement Date:
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September 30, 2006
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Expiration Date:
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April 26, 2017
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Type of Stock Option:
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Non-Statutory Stock Option
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1.
Grant of
Option . Sally Beauty
Holdings, Inc., a Delaware corporation (the “
Company ”), hereby grants to
the optionee named above (the “ Optionee ”) an option (the
“ Option
”) to
purchase the total number of shares of Common Stock set forth above
(the “ Shares ”) at the exercise
price per Share set forth above (the “ Exercise Price ”), in accordance with
this Stock Option Agreement (“ Option Agreement ”) and subject to the
terms and conditions of the Sally Beauty Holdings 2007 Omnibus
Incentive Plan, as amended from time to time (the “
Plan ”), which are
incorporated herein by reference. Unless otherwise defined
herein, capitalized terms used herein shall have the same meanings
ascribed to them in the Plan.
2.
Vesting; Time
of Exercise . Subject to the terms
and conditions of the Plan and this Option Agreement, the Option
shall vest and become exercisable in the following cumulative
installments, as follows:
(a)
Twenty-five
percent (25%) of the Shares shall be exercisable at any time on or
after the day immediately preceding the first anniversary of the
vesting commencement date set forth above (the “Vesting
Commencement Date”);
(b)
Up to an
additional twenty-five percent (25%) of the Shares shall become
exercisable at any time on or after the day immediately preceding
the second anniversary of the Vesting Commencement
Date;
(c)
Up to an
additional twenty-five percent (25%) of the Shares shall
become
exercisable at
any time on or after the day immediately preceding the third
anniversary of the Vesting Commencement Date; and
(d)
The remaining
Shares shall become exercisable at any time on or after the day
immediately preceding the fourth anniversary of the Vesting
Commencement Date.
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
Optionee’s termination of service the unvested portion of the
Optionee’s 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 Optionee’s service with the Company
is terminated as a result of the Optionee’s 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 Optionee’s termination of service as a
result of the Optionee’s 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 Optionee’s 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.
3.
Exercise of
Option .
(a)
Right to
Exercise . The Option shall be
exercisable in accordance with the vesting provisions contained in
Section 2 of this Option Agreement and with the other applicable
provisions of the Plan and this Option Agreement. The Option
shall be subject to the provisions of Article IX of the Plan
relating to the exercisability or termination of the Option in the
event of a Change in Control.
(b)
Method of
Exercise . The Option shall be
exercisable only by delivery to the Company of an executed Stock
Option Exercise Notice (the “Exercise Notice”) in the
form attached hereto as Exhibit A , or in such other form
approved by the Committee, which shall state the Optionee’s
election to exercise the Option, the whole number of Shares in
respect of which the Option is being exercised, and such other
provisions as may be required by the Committee or necessary to
comply with securities and other applicable laws. The Exercise
Notice shall be
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signed by the
Optionee and shall be delivered to the Company by such method as
may be permitted by the Committee, accompanied (in any case) by
payment of, or provision for the payment of, the Exercise Price for
each Share covered by the Exercise Notice, as described in Section
4 of this Option Agreement. The Option shall be deemed to be
exercised to the extent provided in the Exercise Notice upon
receipt by the Company of such written Exercise Notice and the
Exercise Price.
(c)
Issuance of
Shares . If the Exercise
Notice and payment are in a form and substance satisfactory to the
Company (or its counsel), and the Optionee or any other person
permitted to exercise the Option has complied with Section 5 of
this Option Agreement, the Company shall issue or cause the
issuance of, in the name of the Optionee or Optionee’s legal
representative, the Shares purchased by such exercise of the
Option.
4.
Method of
Payment . The Optionee’s
delivery of the signed Exercise Notice to exercise the Option (in
whole or in part) shall be accompanied by full payment of the
Exercise Price for the Shares being purchased. Payment for
the Shares may be made in cash (by check) or at the election of the
Optionee and where permitted by law in one or more of the following
methods: (i) if a public market for the Common Stock exists,
through a “same day sale” arrangement between the
Optionee and a broker-dealer that is a member of the National
Association of Securities Dealers, Inc. (an “ NASD
Dealer ”) whereby the Optionee elects to exercise the
Stock Option and to sell a portion of the shares of Common Stock so
purchased to pay for the exercise price and whereby the NASD Dealer
commits upon receipt of such shares of Common Stock to forward the
exercise price directly to the Company; (ii) if a public market for
the Common Stock exists, through a “margin” commitment
from the Optionee and an NASD Dealer whereby the Optionee elects to
exercise the Stock Option and to pledge the shares of Common Stock
so purchased to the NASD Dealer in a margin account as security for
a loan from the NASD Dealer in the amount of the exercise price,
and whereby the NASD Dealer commits upon receipt of such shares of
Common Stock to forward the exercise price directly to the Company;
(iii) in any other form of valid consideration that is acceptable
to the Committee in its sole discretion; provided, however, that
such other form of consideration is not otherwise prohibited by the
Plan or this Option Agreement; or (iv) by any combination of the
foregoing. Notwithstanding the foregoing, the forms of
payment provided in (i) or (ii) above shall not be available
to any Optionee who is a member of the Board or an Executive
Officer of the Company if any such form of payment would be treated
as a personal loan prohibited under Section 13(k) of the Exchange
Act, and Optionee shall not provide for payment of the
Exercise Price for the Shares being purchased by surrendering for
cancellation shares of Common Stock owned by the Optionee at the
Fair Market Value per share at the time of exercise.
5.
Tax
Withholding Obligations . No Shares shall be
delivered to the Optionee, or any other person permitted to
exercise the Option, pursuant to the exercise of the Option until
the Optionee or such other person has made arrangements acceptable
to the Committee or its designee for the satisfaction of all
applicable income tax, employment tax, and social security tax
withholding obligations, including obligations incident to the
receipt of Shares.
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Upon exercise of
the Option, the Company or the Optionee’s employer may offset
or withhold (from any amount owed by the Company or the
Optionee’s employer to the Optionee) or collect from the
Optionee, or such other person, an amount sufficient to satisfy
such tax obligations and/or the employer’s withholding
obligations.
6.
Post-Termination
Exercise . If the
Optionee’s service with the Company terminates for any reason
other than the Optionee’s termination for Cause, the Optionee
may, to the extent otherwise so entitled as of the effective date
of Optionee’s termination of service, exercise the Option
until the earlier of (i) the third anniversary of the effective
date of the Optionee’s termination of service other than for
Cause, or (ii) the Expiration Date set forth on the first page of
this Option Agreement. If the Option is not exercised to the
extent so entitled within the time specified in this Section 6, the
Option shall
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