OR SUCH EARLIER DATE AS OTHERWISE PROVIDED IN THIS OPTION
AGREEMENT.
10. ENTIRE AGREEMENT; GOVERNING LAW.
THE PLAN AND THIS OPTION AGREEMENT (WITH
THE EXERCISE NOTICE, IF THE OPTION IS EXERCISED) CONSTITUTE THE ENTIRE AGREEMENT
OF THE COMPANY AND THE OPTIONEE (COLLECTIVELY 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 THE PLAN AND THIS OPTION AGREEMENT (EXCEPT AS
EXPRESSLY PROVIDED THEREIN OR HEREIN) IS INTENDED TO CONFER ANY RIGHTS OR
REMEDIES ON ANY PERSON OTHER THAN THE PARTIES.
THE PLAN AND THIS OPTION
AGREEMENT ARE 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 DELAWARE, TO THE RIGHTS AND DUTIES OF THE
PARTIES.
SHOULD ANY PROVISION OF THE PLAN OR THIS OPTION AGREEMENT 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.
11. 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 OPTION AGREEMENT ARE INSERTED FOR CONVENIENCE AND
SHALL NOT BE DEEMED A PART OF THE OPTION OR THIS OPTION AGREEMENT FOR
CONSTRUCTION OR INTERPRETATION.
12. 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 EARLIEST 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 THIS 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 12.
SALLY BEAUTY HOLDINGS, INC.
By:
Title:
5
THE OPTIONEE ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED
OTHERWISE HEREIN, THE SHARES SUBJECT TO THE OPTION SHALL VEST, IF AT ALL, ONLY
DURING THE PERIOD OF THE OPTIONEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER).
THE
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT
OR THE PLAN SHALL CONFER UPON THE OPTIONEE ANY RIGHT WITH RESPECT TO FUTURE
GRANTS OR CONTINUATION OF THE OPTIONEE'S CONTINUOUS SERVICE, NOR SHALL