EXHIBIT 10 (bb)
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
(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 Regis
Corporation, a Minnesota corporation (“Regis”), may
enter into a transaction whereby Regis or a subsidiary of Regis
would be merged with Sally Holdings, Inc., a Delaware corporation
and a wholly owned subsidiary of the Company (“SHI” and
such transaction, 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 “SVIP”), 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 Company and the Executive
acknowledge that the Transaction is currently contemplated to take
the following form: the shares of SHI owned by the Company would be
distributed to the Company’s stockholders pursuant to a
tax-free spin-off of SHI and, immediately thereafter, SHI would be
merged with Regis or a subsidiary of Regis and those SHI shares
would be converted into shares of common stock of Regis. As a
result of the Transaction under such form, SHI would become a
wholly owned subsidiary of Regis. In order to resolve all issues
that could arise with respect to the Severance Agreement by reason
of the Transaction, 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 with
Regis and its affiliates.
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 closing of the Transaction, 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 with Regis and its
affiliates, 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) with respect to the
definition of Good Reason, clause 5 of Section l(g) shall be
deleted in its entirety.
3.
Effective Date; Termination of Agreement . This Amendment
shall be effective on the Effective Date. This Amendment shall
terminate and be of no further force or effect, except in respect
of (i) Section 8 hereto and (ii) any benefits then
accrued by the Executive hereunder, if and only if (a) the
principal agreements related to the Transaction are not signed
by
