Exhibit 10.35


 


RESTRICTED
STOCK UNIT AWARD AGREEMENT


for Independent Directors


 


Non-transferable


GRANT TO


 






 


(“Director”)


 


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


 


[             ]


restricted stock units convertible into shares of its common stock, par
value $0.01 (the “RS Units”)


 


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 RS Units, 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.


 


IN
WITNESS WHEREOF, Sally Beauty Holdings, Inc. has caused this Award
Agreement to be executed as of the Grant Date, as indicated below.


 


	
   

  	
  SALLY
  BEAUTY HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its:
  Authorized Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Grant
  Date:

  	
   

  
				



 

















 


TERMS AND CONDITIONS


1.             Vesting of RS Units.


 


(a)           Vesting Date.  The RS Units have been credited to a
bookkeeping account on behalf of Director. 
Except as otherwise provided in this Section 1, 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 Grant Date until September 30,
2011 (the “Vesting Date”), Director shall vest as to one hundred percent (100%)
of the RS Units.


 


(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)           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 Grant 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 after the Grant Date, and the denominator of which is
12.


 


(d)           Change in Control.  Unless the Committee otherwise
determines as provided in Section 9.2 of the Plan, upon the occurrence of
a Change in Control prior to the Vesting Date, the Director shall vest as to
one hundred percent (100%) of the RS Units, provided Director has provided
continuous, eligible service to the Company from the Grant Date until the
effective date of such Change in Control.


 


2.             Restrictions on Transfer and
Pledge.  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.


 


3.             Rights.  RS Units represent an unsecured promise of
the Company to issue shares of Common Stock of the Company as otherwise
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. 


 

















 


Upon
conversion of the RS Units into shares of Common Stock, Director will obtain
full voting and other rights as a stockholder of the Company.


 


4.             Dividend Equivalents.  Unless otherwise determined by the Committee,
(i) any cash dividends or
distributions credited to Director’s account shall be deemed to have been
invested in additional restricted stock units on the record date established
for the related dividend or distribution in an amount equal to the greatest
whole number which may be obtained by dividing (A) the value of such dividend or distribution on the record
date by (B) the Fair
Market Value of one share of Common Stock on such date, and such additional
restricted stock units shall be subject to the same terms and conditions as are
applicable in respect of RS Units with respect to which such dividends or
distributions were payable, and (ii) 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 as apply to the RS Units with respect to which they were paid.


 


5.             Conversion to Common Stock.  Unless the RS Units are forfeited prior to
the Vesting Date as provided in Section 1(b) of this Agreement, the
vested RS Units will be converted to actual shares of Common Stock on the
Vesting Date (the “Conversion Date”).  Evidence of the issuance of the
shares of Common Stock on the Conversion Date 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.


 


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.


 


6.             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.


 


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.


 


8.
            Restrictions on Issuance of
Shares of Common Stock.  If at any
time the Committee shall determine in its discretion, that registration,
listing or qualification of the shares of Common Stock covered by the RS Units
upon any securities exchange or under any foreign, federal, or local law or
practice, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition to the settlement of the RS Units, the RS
Units may not be settled in whole or in part unless and until such registration,
listing, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.


 

















 


9.             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.


 


10.           No Right to Continued Service.  Nothing in this Award Agreement shall
interfere with or limit in any way the right of the Company to terminate
Director’s service as a director at any time, nor confer upon Director any
right to continue as a director of the Company.


 


11.           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.


 


12.           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 Director. Notices to Director will be directed to the address of
Director then currently on file with the Company, or at any other address given
by Director in a written notice to the Company.


 


13.           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.


 


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:

  	
   

  



 


 


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 RS
UNITS 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: