Exhibit 10.34


 


United States


 


NON-STATUTORY STOCK OPTION AWARD
AGREEMENT


 


Non-transferable


GRANT TO


 






 


(“Optionee”)


 


the right to purchase from Sally Beauty Holdings, Inc.
(the “Company”)


 


shares of its common stock, par value $0.01, at the
price of $           per
share (the “Option”)


 


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
Option, Optionee 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
vesting is accelerated as provided herein or otherwise in the discretion of the
Committee, the Option shall vest (become exercisable) in accordance with the
following schedule, provided that Optionee is providing services to the Company
on each of the following dates:


 


	
  Vesting Date

  	
   

  	
  Percent of Option Vested

  	
   

  
	
  October 18, 2011

  	
   

  	
  25

  	
  %

  
	
  October 18, 2012

  	
   

  	
  50

  	
  %

  
	
  October 18, 2013

  	
   

  	
  75

  	
  %

  
	
  October 18, 2014

  	
   

  	
  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.
Vesting of Option. The Option shall vest (become exercisable) in
accordance with the schedule shown on the cover page of this Award
Agreement. Notwithstanding the vesting schedule, (i) upon the occurrence
of a Change in Control, unless the Committee otherwise determines as provided
in Section 9.2 of the Plan, the Option shall become fully vested and
exercisable, and (ii) upon Optionee’s termination of service as a result
of Optionee’s death or Disability, that portion of the Option that would have
become vested and exercisable on the next vesting date following the effective
date of Optionee’s termination of service shall become vested.


 


2.
Term of Option and Limitations on Right to Exercise. The term of the
Option will be for a period of ten years, expiring at 5:00 p.m., Central
Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To
the extent not previously exercised, the Option will lapse prior to the
Expiration Date upon the earliest to occur of the following circumstances:


 


(a) two (2) months after the termination
of Optionee’s service with the Company for any reason other than (i) by
the Company for Cause or, if Optionee’s employment is subject to the terms of a
then-effective written employment agreement between Optionee and the Company or
an Affiliate,  by Optionee without
compliance with, or without “good reason” or words of similar import under, the
terms of his or her employment agreement, if any, or (ii) by reason of
Optionee’s death, Disability or Retirement;


 


(b) twelve (12) months after the date of the
termination of Optionee’s service with the Company by reason of his or her
Retirement, if Optionee does not agree to be bound by Restrictive Covenants (as
defined in Section 3 herein);


 


(c) thirty-six (36) months after the date of
the termination of Optionee’s service with the Company by reason of his or her
Retirement, if Optionee agrees to be bound by Restrictive Covenants;


 


(d) twelve (12) months after the date of the
termination of Optionee’s service with the Company by reason of his or her
Disability;


 


(e) twelve (12) months after Optionee’s death,
if Optionee dies while providing services to the Company, or during the
two-month period described in subsection (a) above or during the 12-month
period described in subsections (b) or (d) above or during the
36-month period described in subsection (c) above, and before the Option
otherwise expires (upon Optionee’s death, the Option may be exercised by
Optionee’s estate or other beneficiary designated pursuant to the Plan); or


 


(f) immediately upon the termination of
Optionee’s service with the Company if such termination is (i) by the
Company for Cause, or (ii) if Optionee’s employment is subject to the
terms of a then-effective written employment agreement between Optionee and the
Company or an Affiliate, by Optionee without compliance with, or without “good
reason” or words of similar import under, the terms of such employment
agreement.


 


The
Committee may, prior to the lapse of the Option under the circumstances
described in subsections (a), (b), (c), (d) or (f) above, extend the
time to exercise the Option as determined by the Committee in writing, but in
no event may the Option be extended beyond the Expiration Date. If Optionee
returns to service with the Company during the designated post-termination
exercise period, then Optionee shall be restored to the status Optionee held
prior to such termination. If Optionee or his or 


 

















 


her
beneficiary exercises an Option after termination of service, the Option may be
exercised only with respect to the portion of the Option that was otherwise
vested on Optionee’s termination of service, including any portion of the
Option vested by acceleration under Section 1.


 


3.
Retirement. If Optionee’s service with the Company is terminated as a
result of his or her Retirement and Optionee 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 Optionee will continue to vest in the
portion of the Option that was not vested and exercisable as of the date of
Optionee’s Retirement for the three-year period following Optionee’s Retirement
as if Optionee’s service had not terminated, unless Optionee violates the any
of the Restrictive Covenants.  If, in the
sole discretion of the Committee, Optionee violates one of the Restrictive
Covenants during the three-year period following Optionee’s Retirement, then
all Options, whether or not vested, shall be immediately forfeited and
cancelled as of the date of such violation. 
If Optionee’s service with the Company is terminated as a result of his
or her Retirement and Optionee does not agree to be bound by Restrictive
Covenants, then the Option shall be exercisable only with respect to the
portion of the Option that was otherwise vested on Optionee’s termination of
service.


 


4.
Exercise of Option. The Option shall be exercised by (a) written
notice directed to the Secretary of the Company or his or her designee in the
form attached hereto as Exhibit A hereto, or such other form
approved by the Company (the “Exercise Notice”) and (b) payment to the
Company in full for the shares of Common Stock subject to such exercise. If the
person exercising an Option is not Optionee, such person shall also deliver
with the Exercise Notice appropriate proof of his or her right to exercise the
Option. Payment for such shares of Common Stock shall be (a) in cash, (b) by
delivery (actual or by attestation) of shares of Common Stock previously-acquired
by the purchaser, (c) at the election of the Company, by withholding of
shares of Common Stock from the Option, or (d) any combination thereof,
for the number of shares of Common Stock specified in the Exercise Notice.  Shares of Common Stock surrendered or
withheld for this purpose shall be valued at the Fair Market Value on the date
of exercise. To the extent permitted under Regulation T of the Federal Reserve
Board, and subject to applicable securities laws and any limitations as may be
applied from time to time by the Committee (which need not be uniform), the
Options may be exercised through a broker in a so-called “cashless exercise”
whereby the broker sells the shares of Common Stock on behalf of Optionee and
delivers cash sales proceeds to the Company in payment of the exercise
price.  To the extent that the Option is
outstanding and exercisable on the Expiration Date, and if the exercise price
is less than the Fair Market Value of the Common Stock on the Expiration Date,
the Option will be automatically exercised on the Expiration Date by
withholding of shares of Common Stock from the Option sufficient to cover the
exercise price and the minimum require tax withholding.


 


5.
Withholding. The Company or any employer Affiliate has the authority and
the right to deduct or withhold, or require Optionee to remit to the employer,
an amount sufficient to satisfy federal, state, and local taxes (including
Optionee’s FICA obligation) required by law to be withheld with respect to any
taxable event arising as a result of the exercise of the Option. The
withholding requirement may be satisfied, in whole or in part, at the election
of the Company, by withholding from the Option shares of Common Stock having a
Fair Market Value on the date of withholding equal to the minimum amount (and
not any greater amount) required to be withheld for tax purposes, all in
accordance with such procedures as the Company establishes.


 


6.
Restrictions on Transfer and Pledge. No right or interest of Optionee in
the Option may be pledged, encumbered, or hypothecated to or in favor of any
party other than the Company or an Affiliate, or shall be subject to any lien,
obligation, or liability of Optionee to any other party other than the Company
or an Affiliate. The Option is not assignable or transferable by Optionee other
than by will or 


 

















 


the
laws of descent and distribution or pursuant to a domestic relations order that
would satisfy Section 414(p)(1)(A) of the Code as if such section
applied to the Option, but the Committee may (but need not) permit other
transfers. The Option may be exercised during the lifetime of Optionee only by
Optionee or any permitted transferee.


 


7.
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 Option 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 exercise of the Option, the Option may not be
exercised 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.


 


8.
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.


 


9.
Limitation of Rights. The Option does not confer to Optionee or Optionee’s
beneficiary any rights of a stockholder of the Company unless and until shares
of Common Stock are in fact issued to such person in connection with the
exercise of the Option.  Nothing in this
Award Agreement shall interfere with or limit in any way the right of the
Company or any Affiliate to terminate Optionee’s service at any time, nor
confer upon Optionee any right to continue providing services to the Company or
any Affiliate.


 


10.
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.


 


11.
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 Optionee. Notices to
Optionee will be directed to the address of Optionee then currently on file
with the Company, or at any other address given by Optionee in a written notice
to the Company.


 


12.
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.


 

















 


STOCK OPTION EXERCISE NOTICE


 


This
Stock Option Exercise Notice (“Exercise Notice”) is made this        day
of                   ,
20     between Sally Beauty Holdings, Inc. (the “Company”),
and the optionee named below (the “Optionee”) pursuant to the Sally Beauty
Holdings 2010 Omnibus Incentive Plan (the “Plan”).  Unless otherwise defined herein, the
capitalized terms used in this Exercise Notice shall have the meaning ascribed
to them in the Plan and in the Non-Statutory Stock Option Award Agreement (“Option
Agreement”) to which this Exercise Notice relates.


 


	
  Award
  Number:

  	
   

  
	
  Optionee:

  	
   

  
	
  Number
  of Shares Purchased:

  	
   

  
	
  Option
  Exercise Price Per Share:

  	
   

  
	
  Aggregate
  Purchase Price:

  	
   

  
	
  Grant
  Date:

  	
   

  
	
  Vesting
  Commencement Date:

  	
   

  
	
  Type
  of Stock Option:

  	
  Non-Statutory
  Stock Option

  



 


The
Optionee hereby delivers to the Company the Aggregate Purchase Price set forth
above (“Aggregate Purchase Price”) as indicated below (as applicable, check and
complete):


 


o                                    Cash Exercise: by delivering a check
to the Company for $               ,
which is the full Aggregate Purchase Price.


 


o                                    Broker-Assisted Cashless Exercise:
by delivering the Aggregate Purchase Price and the required tax withholding
amount from                                          ,
a broker, dealer or other “creditor” as defined by Regulation T issued by the
Board of Governors of the Federal Reserve System.


 


o                                    IF PERMITTED BY THE COMPANY:
By having the Company withhold shares of Common Stock from the Option having a
Fair Market Value on the exercise date equal to the Aggregate Purchase Price.


 


o                                    IF PERMITTED BY THE COMPANY:
Other exercise method as permitted by the Plan.


 


On
or before the exercise date, the Optionee will satisfy his or her tax
withholding obligations in the form specified below (check one):


 


o                                    Cash: by delivering a check
to the Company for the full tax withholding amount, as indicated by the
Company.


 


o                                    Broker-Assisted Cashless Exercise:  The Optionee elected under the paragraph
above to pay the Aggregate Purchase Price of the Option and the required tax
withholding amount in a broker-assisted cashless exercise.


 


o                                    IF PERMITTED BY THE COMPANY:
By having the Company withhold shares of Common Stock from the Option having a
Fair Market Value on the date of withholding equal to the minimum amount (and
not any greater amount) required to be withheld for tax purposes.


 


o                                    IF PERMITTED BY THE COMPANY:
Other method as permitted by the Plan.


 

















 


The
Company and the Optionee (the “Parties”) hereby agree as follows:


 


1.  Purchase of Shares.  On this date and subject to the terms and
conditions of this Exercise Notice, the Optionee hereby exercises the Option
granted in the Option Agreement between the Parties, dated as of the Grant Date
set forth above, with respect to the Number of Shares Purchased set forth above
of the Common Stock (the “Shares”) at the Aggregate Purchase Price equal to the
Option Exercise Price Per Share set forth above multiplied by the Number of
Shares Purchased set forth above.  The
term “Shares” refers to the Shares purchased under this Exercise Notice and
includes all securities received (a) in replacement of the Shares, and (b) as
a result of stock dividends or stock splits in respect of the Shares.


 


2.  Representations
of the Optionee.  The Optionee
represents and warrants to the Company that the Optionee has received, read and
understood the Plan, the Option Agreement and this Exercise Notice and agrees
to abide by and be bound by their terms and conditions.


 


3.  Rights
as Stockholder.  Until Optionee
receives evidence of the issuance of the Shares, no right to vote or receive
dividends or any other rights as a shareholder shall exist with respect to the
Shares, notwithstanding the exercise of the Option.  To the extent the Optionee exercises the
Option pursuant to the execution and delivery of this Exercise Notice, the
Company shall issue to Optionee the shares of Common Stock covered by this
Exercise Notice.  Evidence of the
issuance of the shares of Common Stock purchased pursuant to the exercise of
the Option 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 the Optionee or in the name of such other party
or parties as the Company and its authorized representatives shall deem
appropriate.  No adjustment will be made
for a dividend or other right for which the record date is prior to the date
the Optionee receives evidence of the issuance of the Shares.


 


In the event the shares of Common Stock issued
pursuant to the exercise of this Option remain subject to any additional restrictions,
the Company and its authorized representatives shall take such actions as the
Company, or its authorized representative, deems appropriate to ensure that the
Optionee is prohibited from entering into any transaction which would violate
any such restrictions, until such restrictions lapse.


 


4.  Tax
Withholding Obligations.  The
Optionee agrees to satisfy all applicable federal, state, local income,
employment and other tax withholding obligations and herewith delivers to the
Company the amount necessary, or has made arrangements acceptable to the
Company, to satisfy such obligations as provided in the Plan and the Option
Agreement.


 


5.  Tax
Consequences.  The Optionee
understands that he or she may suffer adverse tax consequences as a result of the
Optionee’s purchase or disposition of the Shares.  The Optionee represents that the Optionee has
consulted with any tax consultant(s) he or she deems advisable in
connection with the purchase or disposition of the Shares and that Optionee is
not relying on the Company for any tax advice.


 


6.  Successors
and Assigns.  The Company may assign
any of its rights under this Exercise Notice, and this Exercise Notice shall
inure to the benefit of the successors and assigns of the Company.  Subject to the restrictions on transfer
herein set forth, this Exercise Notice shall be binding upon the Optionee and
his or her heirs, executors, administrators, successors and permitted assigns.


 


7.  Interpretive
Matters.  Whenever required by the
context, pronouns and any variation thereof shall be deemed to refer to the
masculine, feminine, or neuter, and the singular shall include the plural, 


 

















 


and
vice versa.  The term “include” or “including”
does not denote or imply any limitation. 
The captions and headings used in this Exercise Notice are inserted for
convenience and shall not be deemed a part of this Exercise Notice for
construction or interpretation.


 


8.  Entire
Agreement; Governing Law.  This
Exercise Notice, with the Plan and the Option Agreement, constitute the entire
agreement of the Parties with respect to the subject matter hereof and
supersede in their entirety all prior undertakings and agreements of the
Parties with respect to the subject matter hereof, and may not be modified
adversely to the Optionee’s interest except by means of a writing signed by the
Parties.  Nothing in this Exercise Notice
or in the Plan or the Option Agreement (except as expressly provided herein or
therein) is intended to confer any rights or remedies on any person other than
the Parties.  This Exercise Notice (like
the Plan and the Option Agreement) is to be construed in accordance with and
governed by the internal laws of the State of Delaware, without giving effect
to any choice-of-law rule that would cause the application of the laws of
any jurisdiction other than the internal laws of the State of Texas to the
rights and duties of the Parties.  Should
any provision of the Plan, the Option Agreement, or this Exercise Notice be
determined by a court of law to be illegal or unenforceable, such provision
shall be enforced to the fullest extent allowed by law, and the other
provisions shall nevertheless remain effective and shall remain enforceable.


 


9.  Notice.  Any notice or other communication required or
permitted hereunder shall be given in writing and shall be deemed given,
effective, and received upon prepaid delivery in person or by courier or upon
the earlier of delivery or the third business day after deposit in the United
States mail if sent by certified mail, with postage and fees prepaid, addressed
to the other Party at its address as shown beneath its signature in the Option
Agreement, or to such other address as such Party may designate in writing from
time to time by notice to the other Party in accordance with this Section 9.


 


10.  Further
Instruments.  Each Party agrees to
execute such further instruments and to take such further action as may be
necessary or reasonably appropriate to carry out the purposes and intent of
this Exercise Notice.


 


	
  Submitted
  by:

  	
   

  	
  Accepted
  by:

  
	
   

  	
   

  	
   

  
	
  OPTIONEE:

  	
   

  	
  SALLY
  BEAUTY HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Print Name)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
  Its:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  Dated: