Exhibit 10.30


 


SALLY BEAUTY HOLDINGS

2007 OMNIBUS INCENTIVE PLAN


 


RESTRICTED STOCK AGREEMENT

FOR EMPLOYEES


 


THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made
as of October 21, 2009 by and between Sally Beauty Holdings, Inc.  (the “Company”) and                                                       
(“Employee”).


 


1.                                       GRANT OF RESTRICTED SHARES.  Pursuant to the Sally Beauty Holdings, Inc.
2007 Omnibus Incentive Plan (the “Plan”) Employee is hereby awarded                   
shares (the “Restricted
Shares”) of Common Stock. 
All of the Restricted Shares shall be subject to the prohibition on the
transfer of the Restricted Shares and the obligations to forfeit the Restricted
Shares to the Company as set forth in Section 3 of this Agreement (“Forfeiture Restrictions”).


 


2.                                       EFFECT OF THE PLAN.  The Restricted Shares awarded to Employee 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
Employee, so long as such amendment, modification, restatement or supplement
shall not materially reduce the rights and benefits available to Employee
hereunder, and this Award shall be subject, without further action by the
Company or Employee, 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.                                       RESTRICTIONS.  Employee
hereby accepts the Award of the Restricted Shares and agrees with respect
thereto as follows:


 


(a)                                  No Transfer.  During such time as they are subject to the
Forfeiture Restrictions as provided herein, the Restricted Shares shall not be
sold, assigned, pledged, exchanged, hypothecated or otherwise transferred except
by will or the laws of decent and distribution. 
Any attempted transfer the Restricted Shares in contravention of this
Agreement, including by way of sale, assignment, transfer, pledge,
hypothecation or otherwise, shall be null and void without effect.


 


(b)                                 Restrictive Legend. 
Employee
agrees that in the event any stock certificate is issued in respect of
the Restricted Shares while such shares are still subject to the Forfeiture
Restrictions such certificate shall bear the following legend with
respect to the Forfeiture Restrictions applicable to such Award:


 

















 


This
certificate and the shares of stock represented hereby are subject to the terms
and conditions, including forfeiture provisions and restrictions against
transfer (the “Restrictions”), contained in the Sally Beauty Holdings, Inc.
2007 Omnibus Incentive Plan and an agreement between the registered owner and
Sally Beauty Holdings, Inc. Any attempt to dispose of these shares in
contravention of the Restrictions, including by way of sale, assignment,
transfer, pledge, hypothecation or otherwise, shall be null and void without
effect.


 


(c)                                  Forfeiture of Restricted Shares.  If Employee terminates service with the
Company and its Subsidiaries prior to October 21, 2010 (the “Restriction Lapse Date”) for any
reason other than Employee’s death or Disability, then Employee (or Employee’s
estate, as applicable) shall, for no consideration, forfeit to the Company all
Restricted Shares.  If after the Restriction
Lapse Date Employee terminates service with the Company and its Subsidiaries
for any reason other than Employee’s death or Disability, then Employee shall,
for no consideration, forfeit to the Company all Restricted Shares with respect
to which the Forfeiture Restrictions have not lapsed pursuant to paragraph (d) of
this Section 3 as of the effective date of such termination of service.  Notwithstanding the forgoing, 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
Restricted Shares, 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 consistent with the terms of the Plan and is either (i) not
adverse to Employee, or (ii) consented to by Employee.


 


(d)                                 Lapse of Forfeiture Restrictions.  If Employee 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, the Forfeiture Restrictions will lapse with respect to twenty
percent (20%) of the Restricted Shares on the Restriction Lapse Date; an
additional twenty percent (20%) of the Restricted Shares on the first anniversary
of the Restriction Lapse Date; an additional twenty percent (20%) on the second
anniversary of the Restriction Lapse Date; an additional twenty percent (20%)
on the third anniversary of the Restriction Lapse Date; and the remaining twenty
percent (20%) of the Restricted Shares on the fourth anniversary of the Restriction
Lapse Date.  If the number of Restricted
Shares with respect to which the Forfeiture Restrictions would lapse as of any
particular anniversary of the Restriction Lapse Date results in the Forfeiture
Restrictions lapsing with respect to a fractional Restricted Share, such
installment will be rounded to the next whole Restricted Share, as determined
by the Company, except the final installment, which will be for the balance of
the Restricted Shares with respect to which the forfeiture restrictions have
lapsed.


 


(e)                                  Death or Disability.  If Employee terminates service with the
Company and its Subsidiaries as a result of Employee’s death or Disability, then,
in addition to the Restricted Shares with respect to which the Forfeiture
Restrictions have lapsed pursuant to paragraph (d) of this Section 3,
Employee (or Employee’s estate) shall have a right to those Restricted Shares
with respect to which the Forfeiture Restrictions would lapse as of the
anniversary of the Restriction Lapse Date next following the effective date of Employee’s
termination of service with the Company and its Subsidiaries as a result of Employee’s
death or Disability.


 


2

















 


(f)                                    Change in Control.  If a Change in Control occurs during the term
of this Agreement, the Forfeiture Restrictions will lapse with respect to one
hundred percent (100%) of the Restricted Shares.


 


(g)                                 Dividend and Voting Rights.  Subject to the Forfeiture Restrictions
contained in this Agreement, Employee shall have the rights of a stockholder
with respect to the Restricted Shares, including the right to vote all such
Restricted Shares, whether or not the Forfeiture Restrictions have lapsed with
respect to such Shares, and to receive all dividends, cash or stock, paid or
delivered thereon, from and after the date hereof.  Any dividends, cash or stock, paid or
delivered on any of the Restricted Shares shall be credited to an account for
the benefit of Employee.  In the event of
the forfeiture of any Restricted Shares pursuant to this Section 3, Employee
shall have no further rights with respect to such Restricted Shares, and Employee
shall forfeit any dividends, cash or stock, credited to the account for the
benefit of Employee which are related to the forfeited Restricted Shares.  To the extent the Forfeiture Restrictions
lapse with respect to any of the Restricted Shares pursuant to this Section 3,
all dividends, cash and stock, if any, credited to the account for the benefit
of Employee shall be used, to the extent necessary, to satisfy any applicable
federal, state and local income and employment tax withholding obligations
under Section 6 of this Agreement. 
To the extent any dividends, cash or stock, are not used to satisfy any
applicable federal, state and local income and employment tax withholding
obligations under Section 6 of this Agreement, such dividends, cash or stock,
will be distributed to Employee.  The
forfeiture of the Restricted Shares pursuant to this Section 3 shall not
invalidate any votes given by Employee with respect to such Restricted Shares
prior to forfeiture.


 


(h)                                 Evidence of Ownership.  Evidence of the Award of the Restricted
Shares 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 stock certificate or certificates in the name of Employee or in the name
of such other party or parties as the Company and its authorized representatives
shall deem appropriate. The Company may retain, at its option, the physical
custody of any stock certificate representing any awards of Restricted Shares
during the restriction period or require that the certificates evidencing
Restricted Shares be placed in escrow or trust, along with a stock power
endorsed in blank, until all Forfeiture Restrictions are removed or
expire.  In the event the Award of the
Restricted Shares is documented or recorded electronically, the Company and its
authorized representatives shall ensure that Employee is prohibited from
selling, assigning, pledging, exchanging, hypothecating or otherwise
transferring the Restricted Shares while such shares are still subject to the
Forfeiture Restrictions.


 


Upon the lapse of the
Forfeiture Restrictions pursuant to this Section 3, the Company or, at the
Company’s instruction, its authorized representative shall release those
Restricted Shares with respect to which the Forfeiture Restrictions have
lapsed.  The lapse of the Forfeiture
Restrictions and the release of the Restricted Shares shall be evidenced in
such a manner as the Company and its authorized representatives deem
appropriate under the circumstances.


 


At the Company’s request, Employee
shall execute and deliver, as necessary, a stock power, in blank, with respect
to the Restricted Shares, and the Company may, as necessary, exercise such
stock power in the event of the forfeiture of any Restricted Shares pursuant to
this 


 


3

















 


Agreement,
or as may otherwise be required in order for the Company to withhold the
Restricted Shares necessary to satisfy any applicable federal, state and local
income and employment tax withholding obligations pursuant to Section 6 of
this Agreement.


 


4.                                       COMMUNITY INTEREST OF SPOUSE.  The community interest, if any, of any spouse
of Employee in any of the Restricted Shares 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 Employee’s interest in such Restricted Shares to be so
forfeited and surrendered pursuant to this Agreement.


 


5.                                       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 Employee.


 


6.                                       TAX MATTERS.


 


(a)                                  The lapsing of
the Forfeiture Restrictions with respect to the Restricted Shares pursuant to Section 3
of this Agreement shall be subject to the satisfaction of all applicable
federal, state and local income and employment tax withholding requirements
(the “Required Withholding”).  By
execution of this Agreement Employee shall be deemed to have authorized the
Company, after taking into consideration any dividends, cash or stock, credited
to an account for the benefit of Employee, as contemplated in paragraph (g) of
Section 3, to withhold the Restricted Shares with respect to which the
Forfeiture Restrictions have lapsed necessary to satisfy Employee’s Required
Withholding, if any.  The amount of the
Required Withholding and the number of Restricted Shares required to satisfy Employee’s
Required Withholding, if any, as well as the amount reflected on tax reports
filed by the Company, shall be based on the closing price of the Common Stock
on the day the Forfeiture Restrictions lapse pursuant to Section 3 of this
Agreement.  Notwithstanding the
foregoing, the Company may require that Employee satisfy Employee’s Required
Withholding, if any, by any other means the Company, in its sole discretion,
considers reasonable.  The obligations of
the Company under this Agreement shall be conditioned on such satisfaction of
the Required Withholding.


 


(b)                                 Employee
acknowledges that the tax consequences associated with the Award are complex
and that the Company has urged Employee to review with Employee’s own tax advisors
the federal, state, and local tax consequences of this Award.  Employee is relying solely on such advisors
and not on any statements or representations of the Company or any of its
agents.  Employee understands that Employee
(and not the Company) shall be responsible for Employee’s own tax liability
that may arise as a result of this Agreement. 
Employee understands further that Section 83 of the Code taxes as
ordinary income the fair market value of the Restricted Shares with respect to
which the Forfeiture Restrictions lapse pursuant to this Agreement.


 


7.                                       EMPLOYMENT AGREEMENT CONTROLS.  Notwithstanding any language in this
Agreement to the contrary, to the extent of any conflict between this Agreement
and any written employment agreement with Employee, the terms of such
employment agreement shall control.


 


4

















 


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


 


	
   

  	
  SALLY BEAUTY HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


EMPLOYEE ACKNOWLEDGES AND
AGREES THAT THE SHARES SUBJECT TO THIS RESTRICTED STOCK AWARD SHALL REMAIN
SUBJECT TO THE FORFEITURE RESTRICTIONS PROVIDED FOR IN THIS AGREEMENT AND THE
FORFEITURE RESTRICTIONS SHALL LAPSE, IF AT ALL, ONLY DURING THE PERIOD OF EMPLOYEE’S
SERVICE TO THE COMPANY OR AS OTHERWISE PROVIDED IN THIS AGREEMENT (NOT THROUGH
THE ACT OF BEING GRANTED THE RESTRICTED STOCK AWARD).  EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT
NOTHING IN THIS AGREEMENT OR THE PLAN SHALL CONFER UPON EMPLOYEE ANY RIGHT WITH
RESPECT TO FUTURE AWARDS OR CONTINUATION OF EMPLOYEE’S SERVICE TO THE
COMPANY.  Employee 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 Award subject to
all of the terms and provisions hereof and thereof.  Employee 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.


 


 


	
  DATED:

  	
   

  	
   

  	
  SIGNED:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  EMPLOYEE

  



 


5