Exhibit 10.29


 


SALLY
BEAUTY HOLDINGS

2007 OMNIBUS INCENTIVE PLAN


 


RESTRICTED
STOCK UNIT AGREEMENT

FOR INDEPENDENT DIRECTORS

(Time Vesting)


 


THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made
effective as of                               
(“Effective Date”),
by and between Sally Beauty Holdings, Inc.  (the “Company”)
and                                       
(“Director”).


 


1.                                       GRANT OF RESTRICTED STOCK UNITS.  Pursuant to the
Sally Beauty Holdings 2007 Omnibus Incentive Plan (the “Plan”) Director is
hereby awarded restricted stock units covering                   
shares of the Common Stock of the Company (the “RS Units”).  On any day, the value
of an RS Unit shall equal the Fair Market Value of one share of Common Stock of
the Company.  All of the RS Units shall be subject to the prohibition on
the transfer of the RS Units and the obligations to forfeit the RS Units to the
Company as set forth in Section 4 of this Agreement.


 


2.                                       EFFECT OF THE PLAN.  The RS Units awarded
to Director are subject to all of the terms and conditions of the Plan, which
terms and conditions are incorporated herein for all purposes, and of this
Agreement together with all rules and determinations from time to time
issued by the Committee and by the Board pursuant to the Plan.  The
Company hereby reserves the right to amend, modify, restate, supplement or
terminate the Plan without the consent of Director, so long as such amendment,
modification, restatement or supplement shall not materially reduce the rights
and benefits available to Director hereunder, and this Award shall be subject,
without further action by the Company or Director, to such amendment,
modification, restatement or supplement unless provided otherwise
therein.  Capitalized terms used but not defined in this Agreement shall
have the meanings ascribed to such terms in the Plan.


 


3.                                       VESTING OF RS UNITS.  Except as otherwise
provided in Section 4 of this Agreement, all of the RS Units shall vest
pursuant to the provisions of paragraph (c) of Section 4 of this Agreement,
on September 30,
2010 (the “Vesting Date”).


 


4.                                       RESTRICTIONS.  Director hereby accepts the Award of
the RS Units and agrees with respect thereto as follows:


 


(a)                                  No Transfer.  Unless otherwise determined by the
Committee and provided in this Agreement or the Plan, the RS Units shall not be
sold, assigned, pledged, exchanged, hypothecated or otherwise transferred
except by will or the laws of descent and distribution.  Any attempted
assignment of an RS Unit in violation of this Agreement shall be null and
void.  The Company shall not be required to honor the transfer of any RS
Units that have been sold or otherwise transferred in violation of any of the
provisions of this Agreement or the Plan.


 

















 


(b)                                 Forfeiture of RS Units.  If Director
terminates service with the Company and its Subsidiaries prior to the Vesting
Date for any reason other than Director’s death, Disability, or involuntary
termination without Cause, then Director (or Director’s estate, as applicable)
shall, for no consideration, forfeit all RS Units; provided, however, that the
Committee or its designee may, in the Committee’s or the designee’s sole and
absolute discretion, as applicable, provide for the acceleration of the vesting
of the RS Units, eliminate or make less restrictive any restrictions contained
in this Agreement, waive any restriction or other provision of the Plan or this
Agreement or otherwise amend or modify this Agreement in any manner that is
either (i) not adverse to Director, or (ii) consented to by Director.


 


(c)                                  Vesting of RS Units.  If Director provides
continuous, eligible service to the Company and its Subsidiaries, as determined
by the Committee or its designee, in the Committee’s or the designee’s sole and
absolute discretion, as applicable, from the Effective Date until the Vesting
Date, Director shall vest in one hundred percent (100%) of the RS Units on the
Vesting Date.


 


(d)                                 Death, Disability, or Involuntary Termination Without Cause.  If, as
a result of Director’s death, Disability, or involuntary termination without
Cause, Director terminates service with the Company and its Subsidiaries prior
to the Vesting Date, then, provided Director has provided continuous, eligible
service to the Company from the Effective Date until Director’s death,
Disability, or involuntary termination without Cause, Director shall vest in
and have a non-forfeitable right to a pro-rata portion of the RS Units
determined by multiplying the total number of RS Units awarded under this
Agreement by a fraction the numerator of which is the number of whole months
Director served as a member of the board of directors of the Company after the
Effective Date, and the denominator of which is 12.


 


(e)                                  Rights.  RS Units represent an unsecured promise of
the Company to issue shares of Common Stock of the Company as provided in this
Agreement.  Other than the rights provided in this Agreement, Director
shall have no rights of a stockholder of the Company with respect to the RS
Units awarded under this Agreement until such RS Units have vested and the
related shares of Common Stock have been issued pursuant to the terms of this
Agreement.


 


(f)                                    Issuance of Common Stock.  The Company will
issue to Director the shares of Common Stock underlying the vested RS Units on
the date which is six months after the effective date of Director’s “separation
from service” with the Company (as defined in Section 409A of the Code and
applicable Treasury regulations thereunder, without giving effect to any
elective provisions that may be available under such definition), or within
five business days thereafter.  Evidence of the issuance of the shares of
Common Stock pursuant to this Agreement may be accomplished in such manner as
the Company or its authorized representatives shall deem appropriate including,
without limitation, electronic registration, book-entry registration or
issuance of a certificate or certificates in the name of Director or in the
name of such other party or parties as the Company and its authorized
representatives shall deem appropriate.


 


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In the event the shares of Common Stock issued pursuant to this
Agreement remain subject to any additional restrictions, the Company and its
authorized representatives shall ensure that Director is prohibited from
entering into any transaction that would violate any such restrictions, until
such restrictions lapse.


 


5.                                       COMMUNITY INTEREST OF SPOUSE.  The community
interest, if any, of any spouse of Director in any of the RS Units shall be
subject to all of the terms, conditions and restrictions of this Agreement and
the Plan, and shall be forfeited and surrendered to the Company upon the
occurrence of any of the events requiring Director’s interest in such RS Units
to be so forfeited and surrendered pursuant to this Agreement.


 


6.                                       BINDING EFFECT.  This Agreement shall be binding upon
and inure to the benefit of any successors to the Company and all persons
lawfully claiming under Director.


 


7.                                       TAX MATTERS.


 


Director acknowledges that the tax consequences
associated with the Award are complex and that the Company has urged Director
to review with Director’s own tax advisors the federal, state, and local tax
consequences of this Award.  Director is relying solely on such advisors
and not on any statements or representations of the Company or any of its
agents.  Director understands that Director (and not the Company) shall be
responsible for Director’s own tax liability that may arise as a result of this
Agreement.


 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be duly executed by an authorized officer and Director has
executed this Agreement, all as of the date first above written.


 


	
   

  	
  SALLY BEAUTY HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


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DIRECTOR
ACKNOWLEDGES AND AGREES THAT THE RS UNITS SUBJECT TO THIS AWARD SHALL VEST AND
THE RESTRICTIONS RESULTING IN THE FORFEITURE OF THE RS UNIT SHALL LAPSE, IF AT
ALL, ONLY DURING THE PERIOD OF DIRECTOR’S SERVICE TO THE COMPANY OR AS OTHERWISE
PROVIDED IN THIS AGREEMENT (NOT THROUGH THE ACT OF BEING GRANTED THE RS
UNITS).  DIRECTOR FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS
AGREEMENT OR THE PLAN SHALL CONFER UPON DIRECTOR ANY RIGHT WITH RESPECT TO
FUTURE AWARDS OR CONTINUATION OF DIRECTOR’S SERVICE TO THE COMPANY. 
Director acknowledges receipt of a copy of the Plan, represents that he or she
is familiar with the terms and provisions thereof, and hereby accepts the
Restricted Stock Unit Award subject to all of the terms and provisions hereof
and thereof, including the mandatory dispute resolution provisions. 
Director has reviewed this Agreement and the Plan in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Agreement,
and fully understands all provisions of this Agreement and the Plan.


 


 


	
   

  	
   

  	
   

  	
   

  	
  DIRECTOR

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATED:

  	
   

  	
   

  	
  SIGNED:

  	
   

  



 


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