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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
the Company and Regis on or prior to March 31, 2006, or
(b) such principal agreem
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