SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN STOCK OPTION AGREEMENT FOR EMPLOYEESStock Option Agreement |
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SALLY BEAUTY HOLDINGS 2007 OMNIBUS INCENTIVE PLAN STOCK OPTION AGREEMENT
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 the Optionee's service with the Company or any Subsidiary is terminated as a result of the Optionee's 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 Optionee's service with the Company or any Subsidiary is terminated as a result of the Optionee's 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 Optionee's 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 Optionee's Retirement for the three-year period following Optionee's Retirement as if the Optionee's 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 Optionee's Retirement, then all Options, whether or not vested, shall be immediately forfeited and cancelled as of the date of such violation. If the Optionee's service with the Company or any Subsidiary is terminated as a result of the Optionee's 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 Optionee's termination of service as a result of the Optionee's 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 Optionee's service is terminated for Cause (or if, following the date of termination of the Optionee's service for any reason, the Compensation Committee determines that circumstances exist that the Optionee's service could have been terminated for Cause) then all Options 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 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 2 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 |
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