Exhibit 10.33


 


PRIVILEGED &
CONFIDENTIAL


 


AMENDED AND RESTATED DIRECTOR INDEMNIFICATION
AGREEMENT


 


Indemnification
Agreement, dated as of October 22, 2009, between Sally Beauty Holdings
Inc., a Delaware corporation (the “Company”) and
                                          
(“Indemnitee”).


 


WHEREAS,
qualified persons are reluctant to serve corporations as directors, officers or
otherwise unless they are provided with broad indemnification and insurance
against claims arising out of their service to and activities on behalf of the
corporations; and


 


WHEREAS,
the Company has determined that attracting and retaining such persons is in the
best interests of the Company’s stockholders and that it is reasonable, prudent
and necessary for the Company to indemnify such persons to the fullest extent
permitted by applicable law and to provide reasonable assurance regarding
insurance.


 


NOW,
THEREFORE, the Company and Indemnitee hereby agree as follows:


 


1.             Defined Terms; Construction.


 


(a)           Defined Terms. 
As used in this Agreement, the following terms shall have the following
meanings:


 


“Change
in Control” means, and shall be deemed to have occurred if, on or after the
date of this Agreement, (i) any “person” (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended), other than (A) a trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any of its
subsidiaries acting in such capacity, or (B) a corporation
owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company,
is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said
Act), directly or indirectly, of securities of the Company representing more
than 20% of the total voting power represented by the Company’s then
outstanding Voting Securities, (ii) during any period of two
consecutive years commencing from and after the date hereof, individuals who at
the beginning of such period constitute the board of directors of the Company
and any new director whose election by the board of directors of the Company or
nomination for election by the Company’s stockholders was approved by
a vote of at least a majority of the directors then still in office who
either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to
constitute a majority thereof, (iii) the stockholders of the
Company approve a merger or consolidation of the Company with any other
corporation other than a merger or consolidation that would result in the
Voting Securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by being converted
into Voting Securities of the surviving entity) at least 80% of the total


 

















 


voting power represented by the Voting Securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation, (iv) the stockholders of the Company approve
a plan of complete liquidation of the Company or an agreement for the sale
or disposition by the Company of (in one transaction or a series of
related transactions) all or substantially all of its assets, or (v) the
Company shall file or have filed against it, and such filing shall not be
dismissed, any bankruptcy, insolvency or dissolution proceedings, or
a trustee, administrator or creditors committee shall be appointed to
manage or supervise the affairs of the Company.


 


“Corporate
Status” means the status of a person who is or was a director (or a member
of any committee of a board of directors), officer, employee or agent
(including without limitation a manager of a limited liability company) of the
Company or any of its subsidiaries, or of any predecessor thereof, or is or was
serving at the request of the Company as a director (or a member of any
committee of a board of directors), officer, employee or agent (including
without limitation a manager of a limited liability company) of another
corporation, limited liability company, partnership, joint venture, trust or
other enterprise, or of any predecessor thereof, including service with respect
to an employee benefit plan.


 


“Determination”
means a determination that either (x) there is a reasonable basis
for the conclusion that indemnification of Indemnitee is proper in the
circumstances because Indemnitee met a particular standard of conduct (a “Favorable
Determination”) or (y) there is no reasonable basis for the
conclusion that indemnification of Indemnitee is proper in the circumstances
because Indemnitee met a particular standard of conduct (an “Adverse
Determination”).  An Adverse
Determination shall include the decision that a Determination was required in
connection with indemnification and the decision as to the applicable standard
of conduct.


 


“DGCL”
means the General Corporation Law of the State of Delaware, as amended from
time to time.


 


“Expenses”
means all attorneys’ fees and expenses, retainers, court, arbitration and mediation
costs, transcript costs, fees of experts, bonds, witness fees, costs of
collecting and producing documents, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees
and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, appealing or otherwise
participating in a Proceeding.


 


“Independent
Legal Counsel” means an attorney or firm of attorneys competent to render
an opinion under the applicable law, selected in accordance with the provisions
of Section 5(e), who has not otherwise performed any services for the
Company or any of its subsidiaries or for Indemnitee within the last three
years (other than with respect to


 


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matters concerning the rights of Indemnitee under this
Agreement or under indemnity agreements similar to this Agreement).


 


“Proceeding”
means a threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, including without limitation
a claim, demand, discovery request, formal or informal investigation, inquiry,
administrative hearing, arbitration or other form of alternative dispute
resolution, including an appeal from any of the foregoing.


 


“Voting
Securities” means any securities of the Company that vote generally in the
election of directors.


 


(b)           Construction. 
For purposes of this Agreement,


 


(i)            References to the Company or any of its “subsidiaries”
shall include any corporation, limited liability company, partnership, joint
venture, trust or other entity or enterprise that before or after the date of
this Agreement is party to a merger or consolidation with the Company or any
such subsidiary or that is a successor to the Company as contemplated by Section 8(d) (whether
or not such successor has executed and delivered the written agreement
contemplated by Section 8(d)).


 


(ii)           References to “fines” shall include any excise taxes
assessed on Indemnitee with respect to an employee benefit plan.


 


(iii)          References to a “witness” in connection with a
Proceeding shall include any interviewee or person called upon to produce
documents in connection with such Proceeding.


 


2.             Agreement to Serve.


 


Indemnitee
agrees to serve as a director or officer of the Company or one or more of its
subsidiaries and in such other capacities as Indemnitee may serve at the
request of the Company from time to time, and, by its execution of this
Agreement, the Company confirms its request that Indemnitee serve as a director
or officer of the Company and in such other capacities.  Indemnitee shall be entitled to resign or
otherwise terminate such service with immediate effect at any time, and neither
such resignation or termination nor the length of such service shall affect
Indemnitee’s rights under this Agreement. 
This Agreement shall not constitute an employment agreement, supersede
any employment agreement to which Indemnitee is a party or create any right of
Indemnitee to continued employment or appointment.


 


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3.             Indemnification.


 


(a)           General Indemnification. 
The Company shall indemnify Indemnitee, to the fullest extent permitted
by applicable law in effect on the date hereof or as amended to increase the
scope of permitted indemnification, against Expenses, losses, liabilities,
judgments, fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges in connection therewith) incurred by Indemnitee
or on Indemnitee’s behalf in connection with any Proceeding in any way
connected with, resulting from or relating to Indemnitee’s Corporate Status.


 


(b)           Additional Indemnification Regarding
Expenses.  Without limiting the foregoing, in the event
any Proceeding is initiated by Indemnitee or the Company or any of its
subsidiaries to enforce or interpret this Agreement or any rights of Indemnitee
to indemnification or advancement of Expenses (or related obligations of
Indemnitee) under the Company’s or any such subsidiary’s certificate of
incorporation or bylaws, any other agreement to which Indemnitee and the
Company or any of its subsidiaries are party, any vote of stockholders or
directors of the Company or any of its subsidiaries, the DGCL, any other
applicable law or any liability insurance policy, the Company shall indemnify
Indemnitee against all Expenses incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding, whether or not Indemnitee is
successful in such Proceeding, except to the extent that the court presiding
over such Proceeding determines that material assertions made by Indemnitee in
such Proceeding were in bad faith or were frivolous.


 


(c)           Partial Indemnification. 
If Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for a portion of any Expenses, losses,
liabilities, judgments, fines, penalties and amounts paid in settlement
incurred by Indemnitee, but not for the total amount thereof, the Company shall
nevertheless indemnify Indemnitee for such portion.


 


(d)           Nonexclusivity. 
The indemnification provided by this Agreement shall not be deemed
exclusive of any rights to which Indemnitee may be entitled under the Company’s
certificate of incorporation or bylaws, any agreement, any vote of stockholders
or directors, the DGCL, any other applicable law or any liability insurance
policy.


 


(e)           Exceptions.  Any other
provision herein to the contrary notwithstanding, the Company shall not be
obligated under the Agreement to indemnify Indemnitee:


 


(i)            For Expenses incurred in connection with Proceedings
initiated or brought voluntarily by Indemnitee and not by way of defense,
counterclaim or crossclaim, except (x) as contemplated by Section 3(b),
(y) in


 


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specific cases if the
board of directors of the Company has approved the initiation or bringing of
such Proceeding, and (z) as may be required by law.


 


(ii)           For an accounting of profits arising from the purchase
and sale by Indemnitee of securities within the meaning of Section 16(b) of
the Securities Exchange Act of 1934, as amended, or any similar successor
statute.


 


(f)            Subrogation. 
In the event of payment under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute such documents and do such acts as the Company
may reasonably request to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.


 


(g)           Notwithstanding Subparagraph (f) immediately
above, the Company acknowledges and agrees that Indemnitee has certain rights
to indemnification, advancement of expenses and/or insurance provided by
another person or entity and certain of its affiliates including the entities
named on Annex I attached hereto (collectively the “Indemnitee-Related Entities”)
that also covers Expenses, losses, liabilities, judgments, fines, penalties and
amounts paid in settlement (including all interest, assessments and other
charges in connection therewith) incurred by Indemnitee or on Indemnitee’s
behalf in connection with any Proceeding in any way connected with, resulting
from or relating to Indemnitee’s Corporate Status (hereinafter “Jointly
Indemnifiable Claims”).  The Company
hereby agrees that:


 


(i) the Company is
the indemnitor of first resort, i.e., its obligations to Indemnitee are primary
and any obligation of the Indemnitee-Related Entities are secondary, with
respect to Jointly Indemnifiable Claims;


 


(ii) the Company
shall be required to advance the full amount of Expenses incurred by Indemnitee
and shall be liable for the full amount of all Expenses, losses, liabilities,
judgments, fines, penalties and amounts paid in settlement (including all
interest, assessments and other charges in connection therewith) to the extent
provided herein; and


 


(iii) the Company
irrevocably waives, relinquishes and releases the Indemnitee-Related Entities
from any and all claims against the Indemnitee-Related Entities for
contribution, subrogation or any other recovery of any kind in respect thereof.


 


The Company and
the Indemnitee further agree that no advancement or payment by the
Indemnitee-Related Entities on behalf of Indemnitee with respect to any Jointly
Indemnifiable Claims shall affect the foregoing, and the Indemnitee-Related
Entities shall be subrogated to the extent of such advancement or payment to
all of the rights of recovery of Indemnitee against the Company.  The Company and Indemnitee agree that


 


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the
Indemnitee-Related Entities are express third-party beneficiaries of the terms
of this Subparagraph (g).  The Company
and Indemnitee further agree that nothing herein is intended to modify, expand,
decrease or otherwise affect the rights or obligations of the parties with
respect to the indemnification provisions of the Company’s Certificate of
Incorporation, Bylaws and this Agreement, and that this provision is intended
only to establish the respective priorities of the indemnity and advancement
obligations between the Company and the Indemnitee-Related Entities.


 


4.             Advancement of Expenses.


 


The
Company shall pay all Expenses incurred by Indemnitee in connection with any
Proceeding in any way connected with, resulting from or relating to Indemnitee’s
Corporate Status, other than a Proceeding initiated by Indemnitee for which the
Company would not be obligated to indemnify Indemnitee pursuant to Section 3(e)(i),
in advance of the final disposition of such Proceeding and without regard to
whether Indemnitee will ultimately be entitled to be indemnified for such
Expenses and without regard to whether an Adverse Determination has been made,
except as contemplated by the last sentence of Section 5(f).  Indemnitee shall repay such amounts advanced
if and to the extent that it shall ultimately be determined in a decision by a
court of competent jurisdiction from which no appeal can be taken that
Indemnitee is not entitled to be indemnified by the Company for such
Expenses.  Such repayment obligation
shall be unsecured and shall not bear interest.


 


5.             Indemnification Procedure.


 


(a)           Notice of Proceeding; Cooperation. 
Indemnitee shall give the Company notice in writing as soon as
practicable of any Proceeding for which indemnification will or could be sought
under this Agreement, provided that any failure or delay in giving such
notice shall not relieve the Company of its obligations under this Agreement
unless and to the extent that (i) none of the Company and its
subsidiaries are party to or aware of such Proceeding and (ii) the
Company is materially prejudiced by such failure.


 


(b)           Settlement.  The Company
will not, without the prior written consent of Indemnitee, which may be
provided or withheld in Indemnitee’s sole discretion, effect any settlement of
any Proceeding against Indemnitee or which could have been brought against
Indemnitee unless such settlement solely involves the payment of money by
persons other than Indemnitee and includes an unconditional release of
Indemnitee from all liability on any matters that are the subject of such
Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in
connection with such matters.  The
Company shall not be obligated to indemnify Indemnitee against amounts paid in
settlement of a Proceeding against Indemnitee if such settlement is effected by


 


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Indemnitee without
the Company’s prior written consent, which shall not be unreasonably withheld.


 


(c)           Request for Payment; Timing of Payment. 
To obtain indemnification payments or advances under this Agreement,
Indemnitee shall submit to the Company a written request therefor, together
with such invoices or other supporting information as may be reasonably
requested by the Company and reasonably available to Indemnitee.  The Company shall make indemnification
payments to Indemnitee no later than 30 days, and advances to Indemnitee no
later than 10 days, after receipt of the written request of Indemnitee.


 


(d)           Determination. 
The Company intends that Indemnitee shall be indemnified to the fullest
extent permitted by law as provided in Section 3 and that no Determination
shall be required in connection with such indemnification.  In no event shall a Determination be required
in connection with advancement of Expenses pursuant to Section 4 or in
connection with indemnification for Expenses incurred as a witness or incurred
in connection with any Proceeding or portion thereof with respect to which
Indemnitee has been successful on the merits or otherwise.  Any decision that a Determination is required
by law in connection with any other indemnification of Indemnitee, and any such
Determination, shall be made within 30 days after receipt of Indemnitee’s
written request for indemnification, as follows:


 


(i)            If no Change in Control has occurred, (w) by
a majority vote of the directors of the Company who are not parties to such
Proceeding, even though less than a quorum, with the advice of Independent
Legal Counsel, or (x) by a committee of such directors designated
by majority vote of such directors, even though less than a quorum, with the
advice of Independent Legal Counsel, or (y) if there are no such
directors, or if such directors so direct, by Independent Legal Counsel in a
written opinion to the Company and Indemnitee, or (z) by the
stockholders of the Company.


 


(ii)           If a Change in Control has occurred, by Independent
Legal Counsel in a written opinion to the Company and Indemnitee.


 


The
Company shall pay all Expenses incurred by Indemnitee in connection with a
Determination.


 


(e)           Independent Legal Counsel. 
If there has not been a Change in Control, Independent Legal
Counsel shall be selected by the board of directors of the Company and approved
by Indemnitee (which approval shall not be unreasonably withheld or
delayed).  If there has been
a Change in Control, Independent Legal Counsel shall be selected by
Indemnitee and approved by the Company (which approval shall not be unreasonably
withheld or delayed).  The Company shall
pay the fees and expenses of Independent Legal Counsel and indemnify
Independent Legal Counsel against any and


 


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all
expenses (including attorneys’ fees), claims, liabilities and damages arising
out of or relating to its engagement.


 


(f)            Consequences of Determination; Remedies
of Indemnitee.  The Company shall be bound by and shall have
no right to challenge a Favorable Determination.  If an Adverse Determination is made, or if
for any other reason the Company does not make timely indemnification payments
or advances of Expenses, Indemnitee shall have the right to commence a Proceeding
before a court of competent jurisdiction to challenge such Adverse
Determination and/or to require the Company to make such payments or
advances.  Indemnitee shall be entitled
to be indemnified for all Expenses incurred in connection with such a Proceeding
in accordance with Section 3(b) and to have such Expenses advanced by
the Company in accordance with Section 4. 
If Indemnitee fails to timely challenge an Adverse Determination, or if
Indemnitee challenges an Adverse Determination and such Adverse Determination
has been upheld by a final judgment of a court of competent jurisdiction from
which no appeal can be taken, then, to the extent and only to the extent
required by such Adverse Determination or final judgment, the Company shall not
be obligated to indemnify or advance Expenses to Indemnitee under this
Agreement.


 


(g)           Presumptions; Burden and Standard of
Proof.  In connection with any Determination, or any
review of any Determination, by any person, including a court:


 


(i)            It shall be a presumption that a Determination is not
required.


 


(ii)           It shall be a presumption that Indemnitee has met the
applicable standard of conduct and that indemnification of Indemnitee is proper
in the circumstances.


 


(iii)          The burden of proof shall be on the Company to
overcome the presumptions set forth in the preceding clauses (i) and (ii),
and each such presumption shall only be overcome if the Company establishes
that there is no reasonable basis to support it.


 


(iv)          The termination of any Proceeding by judgment, order,
finding, settlement (whether with or without court approval) or conviction, or
upon a plea of nolo contendere,
or its equivalent, shall not create a presumption that indemnification is
not proper or that Indemnitee did not meet the applicable standard of conduct
or that a court has determined that indemnification is not permitted by
this Agreement or otherwise.


 


(v)           Neither the failure of any person or persons to have
made a Determination nor an Adverse Determination by any person or persons
shall be a defense to Indemnitee’s claim or create a presumption that
Indemnitee did not


 


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meet the applicable standard of conduct, and any
Proceeding commenced by Indemnitee pursuant to Section 5(f) shall be de novo with respect to all determinations
of fact and law.


 


6.             Directors and Officers Liability
Insurance.


 


(a)           Maintenance of Insurance. 
So long as the Company or any of its subsidiaries maintains liability
insurance for any directors, officers, employees or agents of any such person,
the Company shall ensure that Indemnitee is covered by such insurance in such
a manner as to provide Indemnitee the same rights and benefits as are
accorded to the most favorably insured of the Company’s and any of its
subsidiaries’ then current directors and officers.


 


(b)           Notice to Insurers. 
Upon receipt of notice of a Proceeding pursuant to Section 5(a),
the Company shall give or cause to be given prompt notice of such Proceeding to
all insurers providing liability insurance in accordance with the procedures set
forth in all applicable or potentially applicable policies.  The Company shall thereafter take all
necessary action to cause such insurers to pay all amounts payable in
accordance with the terms of such policies.


 


7.             Exculpation, etc.


 


(a)           Limitation of Liability. 
Indemnitee shall not be personally liable to the Company or any of its
subsidiaries or to the stockholders of the Company or any such subsidiary for
monetary damages for breach of fiduciary duty as a director of the Company or
any such subsidiary; provided, however, that the foregoing shall not eliminate
or limit the liability of Indemnitee (i) for any breach of
Indemnitee’s duty of loyalty to the Company or such subsidiary or the
stockholders thereof; (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law;
(iii) under Section 174 of the DGCL or any similar provision
of other applicable corporations law; or (iv) for any transaction
from which Indemnitee derived an improper personal benefit.  If the DGCL or such other applicable law
shall be amended to permit further elimination or limitation of the personal
liability of directors, then the liability of Indemnitee shall, automatically,
without any further action, be eliminated or limited to the fullest extent
permitted by the DGCL or such other applicable law as so amended.


 


(b)           Period of Limitations. 
No legal action shall be brought and no cause of action shall be
asserted by or in the right of the Company or any of its subsidiaries against
Indemnitee or Indemnitee’s estate, spouses, heirs, executors, personal or legal
representatives, administrators or assigns after the expiration of two years
from the date of accrual of such cause of action, and any claim or cause of
action of the Company shall be extinguished and deemed released unless asserted
by the timely filing of a legal action within such two-year period, provided
that if any shorter period of


 


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limitations
is otherwise applicable to any such cause of action, such shorter period shall
govern.


 


8.             Miscellaneous.


 


(a)           Severability. 
If any provision or provisions of this Agreement shall be held to be
invalid, illegal or unenforceable for any reason whatsoever:  (i) the validity, legality and
enforceability of the remaining provisions of this Agreement (including without
limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such
provision or provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the
parties hereto; and (iii) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of
any section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested thereby.


 


(b)           Notices.  All notices,
requests, demands and other communications under this Agreement shall be in
writing and shall be deemed duly given (i) on the date of delivery
if delivered personally, or by facsimile, upon confirmation of receipt, (ii) on
the first business day following the date of dispatch if delivered by
a recognized next-day courier service or (iii) on the third
business day following the date of mailing if delivered by domestic registered
or certified mail, properly addressed, or on the fifth business day following
the date of mailing if sent by airmail from a country outside of North
America, to Indemnitee as shown on the signature page of this Agreement,
to the Company at the address shown on the signature page of this
Agreement, or in either case as subsequently modified by written notice.


 


(c)           Amendment and Termination.  No amendment, modification, termination or
cancellation of this Agreement shall be effective unless it is in writing
signed by all the parties hereto.  No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions hereof (whether or not
similar), nor shall such waiver constitute a continuing waiver.


 


(d)           Successors and Assigns. 
This Agreement shall be binding upon the Company and its successors and
assigns, including without limitation any acquiror of all or substantially all
of the Company’s assets or business, any person (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended) that acquires beneficial ownership of securities of the Company
representing more than 20% of the total voting power represented by the Company’s
then outstanding Voting Securities and any survivor of any merger or
consolidation to which the Company is party, and shall inure to the benefit of
Indemnitee and Indemnitee’s estate, spouses, heirs,


 


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executors,
personal or legal representatives, administrators and assigns.  The Company shall require and cause any such
successor, as applicable, by written agreement in form and substance
satisfactory to Indemnitee, expressly to assume and agree to perform this
Agreement as if it were named as the Company herein, and the Company shall not
permit any such purchase of assets or business, acquisition of securities or
merger or consolidation to occur until such written agreement has been executed
and delivered.  No such assumption and
agreement shall relieve the Company of any of its obligations hereunder, and
this Agreement shall not otherwise be assignable by the Company.


 


(e)           Choice of Law; Consent to Jurisdiction. 
This Agreement shall be governed by and its provisions construed in
accordance with the laws of the State of Delaware, as applied to contracts
between Delaware residents entered into and to be performed entirely within
Delaware, without regard to the conflict of law principles thereof.  Each of the Company and Indemnitee hereby
irrevocably consents to the jurisdiction of the courts of the State of Delaware
for all purposes in connection with any Proceeding which arises out of or relates
to this Agreement and agree that any action instituted under this Agreement
shall be brought only in the state courts of the State of Delaware.


 


(f)            Integration and Entire Agreement. 
This Agreement sets forth the entire understanding between the parties
hereto and supersedes and merges all previous written and oral negotiations,
commitments, understandings and agreements relating to the subject matter
hereof between the parties hereto, provided that the provisions hereof shall
not supersede the provisions of the Company’s certificate of incorporation or
bylaws, any agreement, any vote of stockholders or directors, the DGCL or other
applicable law, to the extent any such provisions shall be more favorable to
Indemnitee than the provisions hereof.


 


(g)           Counterparts. 
This Agreement may be executed in one or more counterparts, each of
which shall constitute an original.


 


[Remainder of this
page intentionally left blank.]


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.


 


	
   

  	
  SALLY BEAUTY HOLDINGS,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGREED TO AND ACCEPTED:

  	
   

  
	
   

  	
   

  
	
  INDEMNITEE:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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Annex I —
Indemnitee-Related Entities


 


Clayton, Dubilier & Rice, Inc.


 


Clayton, Dubilier & Rice Fund VII, L.P.


 


CD&R Parallel Fund VII, L.P.


 


Notices to the above parties may be delivered to:


 


Clayton, Dubilier & Rice, Inc.

375 Park Avenue, 18th floor

New York, New York 10152

Attention:  Theresa Gore

Fax:  212-407-5252


 


With a copy to:


 


Paul S. Bird

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Fax:  212-909-6836


 


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