given by Director in a written notice to the Company.
13.
Amendments and Modifications.
The Committee or its designee may,
in the Committee's or the designee's sole and absolute discretion, as
applicable, amend or modify this Agreement in any manner that is either (i) not
adverse to Director, or (ii) consented to by Director.
14.
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:
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