Exhibit 10.33


 


RESTRICTED STOCK AWARD AGREEMENT


 


Non-transferable


GRANT TO


 






 


(“Grantee”)


 


by Sally Beauty Holdings, Inc.
(the “Company”) of


 


           shares
of its common stock, $0.01 par value (the “Shares”)


 


pursuant
to and subject to the provisions of the Sally
Beauty Holdings, Inc. 2010 Omnibus Incentive Plan (the “Plan”) and
to the terms and conditions set forth on the following page (the “Terms
and Conditions”).  By accepting the
Shares, Grantee shall be deemed to have agreed to the Terms and Conditions set
forth in this Award Agreement and the Plan. 
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to such terms in the Plan.


 


Unless
the expiration of restrictions on the Shares is accelerated as provided herein
or otherwise in the discretion of the Committee, the restrictions on these
Shares shall expire in accordance with the following schedule, provided that
Grantee is providing services to the Company on each of the following dates:


 


	
  Lapsing Date

  	
   

  	
  Percent of Shares Vested

  	
   

  
	
  October 18, 2011

  	
   

  	
  20

  	
  %

  
	
  October 18, 2012

  	
   

  	
  40

  	
  %

  
	
  October 18, 2013

  	
   

  	
  60

  	
  %

  
	
  October 18, 2014

  	
   

  	
  80

  	
  %

  
	
  October 18, 2015

  	
   

  	
  100

  	
  %

  



 


IN
WITNESS WHEREOF, Sally Beauty Holdings, Inc., acting by and through its
duly authorized officers, has caused this Award Agreement to be duly executed.


 


 


	
  SALLY BEAUTY HOLDINGS, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Grant
  Date: October 19, 2010

  
	
  Its:

  	
   

  	
   

  	
   

  



 

















 


TERMS AND CONDITIONS


 


1.
Restrictions. The Shares are subject to each of the following
restrictions. “Restricted Shares” mean those Shares that are subject to the
restrictions imposed hereunder which restrictions have not then expired or
terminated.  Restricted Shares may not be
sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise
encumbered.  Subject to Section 3
hereof, if Grantee’s service terminates for any reason other than as described
in Section 2(c) below, then Grantee shall forfeit all of Grantee’s
right, title and interest in and to the Restricted Shares as of the date of
termination, and such Restricted Shares shall be reconveyed to the Company
without further consideration or any act or action by the Grantee. If any
Restricted Shares do not vest pursuant to Section 2(c), then Grantee shall
forfeit all of Grantee’s right, title and interest in and to such Restricted
Shares as of the date of termination, and such Restricted Shares shall be
reconveyed to the Company without further consideration or any act or action by
the Grantee. The restrictions imposed under this Section shall apply to
all shares of Common Stock or other securities issued with respect to
Restricted Shares hereunder in connection with any merger, reorganization,
consolidation, recapitalization, stock dividend or other change in corporate
structure affecting the Common Stock.


 


2.
Expiration and Termination of Restrictions. The restrictions imposed
under Section 1 will expire on the earliest to occur of the following (the
period prior to such expiration being referred to herein as the “Restricted
Period”):


 


(a) as to the percentages of the Shares specified on the cover page hereof,
on the respective lapsing dates specified on such page, provided Grantee is
providing services to the Company on each such lapsing date;


 


(b) as to 100% of the Shares, upon the occurrence of a Change in
Control, unless the Committee otherwise determines as provided in Section 9.2
of the Plan, provided Grantee is providing services to the Company on the date
of such Change in Control; or


 


(c) as to that portion of the Shares that would have become vested
on the next vesting date following the effective date of Grantee’s termination
of service, upon Grantee’s termination of service as a result of Grantee’s
death or Disability.


 


3.
Retirement. If Grantee’s service with the Company is terminated as a
result of his or her Retirement and Grantee agrees to be bound by certain
restrictive covenants (including non-competition, non-solicitation,
non-disclosure and non-disparagement covenants as determined in the sole
discretion of the Company) (“Restrictive Covenants”), for the three-year period
following his or her Retirement, then the Restricted Shares will continue to
vest for the three-year period following Grantee’s Retirement as if Grantee’s
service had not terminated, unless Grantee violates the any of the Restrictive
Covenants.  If, in the sole discretion of
the Committee, Grantee violates one of the Restrictive Covenants during the
three-year period following Grantee’s Retirement, then Grantee shall forfeit
all of his or her right, title and interest in and to such Restricted Shares as
of the date of such violation, and such Restricted Shares shall be reconveyed
to the Company without further consideration or any act or action by the
Grantee.  If Grantee’s service with the
Company is terminated as a result of his or her Retirement and Grantee does not
agree to be bound by Restrictive Covenants, then Grantee shall forfeit all of
his or her right, title and interest in and to such Restricted Shares as of the
date of termination, and such Restricted Shares shall be reconveyed to the
Company without further consideration or any act or action by the Grantee.


 


4.
Delivery of Shares. The Shares will be registered in the name of Grantee
as of the Grant Date and may be held by the Company during the Restricted
Period in certificated or uncertificated form. If a 


 

















 


certificate
for Restricted Shares is issued during the Restricted Period, such certificate
shall be registered in the name of Grantee and shall bear a legend in
substantially the following form (in addition to any legend required under
applicable state securities laws): “This certificate and the shares of stock
represented hereby are subject to the terms and conditions contained in a
Restricted Stock Award Agreement between the registered owner and Sally Beauty
Holdings, Inc.  Release from such
terms and conditions shall be made only in accordance with the provisions of
such Award Agreement, copies of which are on file in the offices of Sally
Beauty Holdings, Inc.”  Stock
certificates for the Shares, without the above legend, shall be delivered to
Grantee or Grantee’s designee upon request of Grantee after the expiration of
the Restricted Period, but delivery may be postponed for such period as may be
required for the Company with reasonable diligence to comply, if deemed advisable
by the Company, with registration requirements under the Securities Act of
1933, listing requirements of any national securities exchange, and
requirements under any other law or regulation applicable to the issuance or
transfer of the Shares.


 


5.
Voting and Dividend Rights. Grantee, as beneficial owner of the Shares,
shall have full voting and dividend rights with respect to the Shares during
and after the Restricted Period.  Each
dividend payment, if any, shall be made no later than the end of the calendar
year in which the dividend is paid to the shareholders or, if later, the 15th
day of the third month following the date the dividend is paid to shareholders;
provided that, if any such dividends or distributions are paid in shares of
Common Stock or other securities, such shares and other securities shall be
subject to the same restrictions that apply to the Shares during the Restricted
Period. If Grantee forfeits any rights he may have under this Award Agreement,
Grantee shall no longer have any rights as a shareholder with respect to the
Restricted Shares or any interest therein and Grantee shall no longer be
entitled to receive dividends on such stock. In the event that for any reason
Grantee shall have received dividends upon such stock after such forfeiture,
Grantee shall repay to the Company any amount equal to such dividends.


 


6.
Payment of Taxes.  Upon issuance
of the Shares hereunder, Grantee may make an election to be taxed upon such
award under Section 83(b) of the Code.  To effect such election, Grantee may file an
appropriate election with the Internal Revenue Service within thirty (30) days
after award of the Shares and otherwise in accordance with applicable Treasury
Regulations.  Grantee will, no later than
the date as of which any amount related to the Shares first becomes includable
in Grantee’s gross income for federal income tax purposes, pay to the Company,
or make other arrangements satisfactory to the Board regarding payment of, any
federal, state and local taxes (including Grantee’s FICA obligation) required
by law to be withheld with respect to such amount.  The obligations of the Company under this
Award Agreement will be conditional on such payment or arrangements, and the
Company will, to the extent permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to Grantee.


 


7.
Plan Controls. The terms contained in the Plan are incorporated into and
made a part of this Award Agreement and this Award Agreement shall be governed
by and construed in accordance with the Plan. In the event of any actual or
alleged conflict between the provisions of the Plan and the provisions of this
Award Agreement, the provisions of the Plan shall be controlling and
determinative.


 


8.
No Right to Continued Service. Nothing in this Award Agreement shall
interfere with or limit in any way the right of the Company or any Affiliate to
terminate Grantee’s service at any time, nor confer upon Grantee any right to
continue providing services to the Company or any Affiliate.


 


9.
Successors. This Award Agreement shall be binding upon any successor of
the Company, in accordance with the terms of this Award Agreement and the Plan.


 

















 


10.
Notice. Notices hereunder must be in writing, delivered personally or
sent by registered or certified U.S. mail, return receipt requested, postage
prepaid. Notices to the Company must be addressed to Sally Beauty Holdings, Inc.,
3001 Colorado Boulevard, Denton, TX 76210, Attn: Secretary, or any other
address designated by the Company in a written notice to Grantee. Notices to
Grantee will be directed to the address of Grantee then currently on file with
the Company, or at any other address given by Grantee in a written notice to
the Company.


 


11.
Compensation Recoupment Policy. This Award Agreement shall be subject to
the terms and conditions of any compensation recoupment policy adopted from
time to time by the Board or any committee of the Board, to the extent such
policy is applicable.