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SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN STOCK OPTION AGREEMENT FOR INDEPENDENT DIRECTORS

Stock Option Agreement

SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN

STOCK OPTION AGREEMENT

FOR INDEPENDENT DIRECTORS
 | Document Parties: SALLY BEAUTY HOLDINGS, INC. You are currently viewing:
This Stock Option Agreement involves

SALLY BEAUTY HOLDINGS, INC.

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Title: SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN STOCK OPTION AGREEMENT FOR INDEPENDENT DIRECTORS
Governing Law: Delaware     Date: 4/27/2007
Industry: Retail (Specialty)     Sector: Services

SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN

STOCK OPTION AGREEMENT

FOR INDEPENDENT DIRECTORS
, Parties: sally beauty holdings  inc.
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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

 

 

Vesting Commencement Date:

September 30, 2006

 

 

Expiration Date:

April 26, 2017

 

 

Type of Stock Option:

Non-Statutory Stock Option

 

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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