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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 Date (as
defined in this Amendment) shall be substituted for the term
"Change in Control" each place such term appears in such
definitions and (ii)
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