EXHIBIT 10 (cc)
FORM OF SEVERANCE AGREEMENT
AMENDMENT
This Amendment (this
“Amendment”) is entered into as of the Effective Date
by and between Alberto-Culver Company, a Delaware corporation (the
“Company”) and
(the “Executive”) and shall be deemed to be effective
on the date the last party signs this Amendment (the
“Effective Date”).
WHEREAS, the Company and the
Executive have entered into the Severance Agreement dated as of
, as amended as of
and as further amended as of January 10, 2006 (the
“Severance Agreement”), pursuant to which the Executive
would be entitled to payments and benefits in the event that the
Executive’s employment were terminated under the
circumstances set forth in the Severance Agreement following, among
other things, the approval by the stockholders of the Company of a
transaction that constitutes a Change in Control (as defined in the
Severance Agreement);
WHEREAS, the Company and an
affiliate of Clayton, Dubilier and Rice, Inc., a Delaware
corporation (“CD&R”), may enter into a transaction
whereby, among other things, (i) CD&R will acquire
approximately 47.5% of the common stock of an entity that will own
the Sally/BSG business of the Company (the “Equity
Investment”), and (ii) the Consumer Products and
Sally/BSG businesses of the Company will be split into two,
separate publicly traded companies (the “Separation”
and, together with the Equity Investment and the other transactions
contemplated thereby, the “Transaction”);
WHEREAS, the Company intends to
treat the Transaction as though it constitutes a Change in Control
for the purposes of, and as such term is defined under, the
Employee Stock Option Plan of 2003, Employee Stock Option Plan of
1988, 2003 Restricted Stock Plan and 1994 Restricted Stock Plan and
accordingly accelerate the vesting of all options to purchase, and
restricted shares of, common stock of the Company issued under such
plans, including those held by the Executive;
WHEREAS, in respect of the
Company’s Management Incentive Plan and the 1994 Shareholder
Value Incentive Plan, the Company intends to treat the Transaction
as though it constitutes a Change in Control (as such term is
defined therein) for the participants in such plans, including the
Executive; and
WHEREAS, the Company and the
Executive desire to enter into this Amendment pursuant to which the
Company and the Executive agree to amend the Severance Agreement
upon the terms and subject to the conditions contained
herein.
NOW, THEREFORE, in consideration of
the premises and mutual covenants and agreements contained herein,
the Company and the Executive hereby agree as follows:
1. No
Deemed Change in Control . The Executive, on behalf of the
Executive and any person claiming through the Executive, and the
Company hereby agree that the Transaction, however effected,
including any actions taken in respect thereof or in connection
therewith, shall not be deemed to constitute a Change in Control
for purposes of the Severance Agreement. This Amendment shall not
apply or extend to any right the Executive
may in the future have to any payments or
benefits pursuant to the Severance Agreement by reason of the
occurrence of a Change in Control unrelated to the
Transaction.
2.
Consideration for Amendment . In consideration for entering
into this Amendment, the Company and the Executive agree that in
the event of the termination of the Executive’s employment by
the Company without Cause or by the Executive for Good Reason
during the period commencing on the Effective Date and ending on
the second anniversary of the date of the Separation, the Executive
shall be entitled to the payments and benefits set forth on
Schedule A hereto.
If the Executive shall be entitled
to any payments or benefits pursuant to the Severance Agreement,
other than by reason of this Amendment, in connection with a Change
in Control unrelated to the Transaction, then the Executive shall
not be entitled to any payments or benefits hereunder.
For purposes of this Section 2,
the terms Cause and Good Reason shall have the meaning assigned to
such terms in the Severance Agreement, provided that (i) the
Effective
