Exhibit 10.1
FIRST AMENDMENT TO THE
TERMINATION AGREEMENT
WHEREAS, Sally Holdings LLC, formerly
known as Sally Holdings, Inc., (the “ Company
”), Alberto-Culver Company, a Delaware corporation, and Gary
Winterhalter (the “Executive”) entered into a
Termination Agreement (the “ Agreement ”), dated
as of June 19, 2006;
WHEREAS, the Company, the Executive
and CDRS Acquisition LLC (“Investor”) desire to amend
the Agreement, and Section 14 of the Agreement provides that
after the Effective Time (as defined in the Agreement) the
Agreement cannot be amended except by a written agreement executed
by the Executive, the Company and Investor.
NOW, THEREFORE, the Agreement is
hereby amended in the following respects:
1. Section 2(a) of the Agreement is amended in its entirety to read
as follows:
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(a) In consideration for the termination
of the Severance Agreement, SHI and the Executive agree that in the
event of the termination of the Executive’s employment
without Cause by SHI or by the Executive for Good Reason on or
after the Agreement Date, the Executive shall be entitled to the
payments and benefits set forth in Schedule I hereto. |
2. The first clause of the second sentence of the third paragraph
of Section 2(b) of the Agreement is amended to read as
follows:
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“Good Reason” shall mean, without the
Executive’s consent, the occurrence of any of the following
circumstances during the period after the Agreement Date unless
such circumstances are fully corrected prior to the expiration of
the fifteen (15) calendar day period following delivery to SHI
and its parent corporation of the Executive’s notice of
intention to terminate his employment for Good Reason describing
such circumstances in reasonable detail: |
3. The first two paragraphs of Schedule I of the Agreement are
amended in their entirety to read as follows:
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Lump Sum Payment |
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Within 30 days following the date of termination of the
Executive’s employment with the Company in accordance with
Section 2 of the Agreement (the “Date of
Termination”), provided that SHI has received a customary
release (which release shall extend to all claims against the
Company, SHI, CD&R and their respective affiliates and agents)
signed by the Executive, SHI shall pay to the Executive a lump sum
payment equal to 2.99 times the Executive’s annual base
salary at the Date of Termination from SHI and its a |
