Exhibit 10.4


 


FOURTH AMENDMENT TO COMPENSATION AND NON-COMPETITION AGREEMENT


 


This amendment (“Amendment”)
dated as of the 10th of January, 2006, amends that certain Compensation and
Non-Competition Agreement (the “Agreement”)
between Regis Corporation, a Minnesota corporation (hereinafter referred to as
the “Corporation”) and Myron Kunin
(hereinafter referred to as “Employee”),
dated May 7, 1997, as amended by amendments dated November 21, 1997, February 9,
2000 and May 28, 2004.


 


WHEREAS, the Alberto-Culver Company, a
Delaware corporation (“Distributing”),
Sally Beauty Company, Inc., a wholly-owned subsidiary of Distributing (“Spinco”), the Corporation and a wholly owned subsidiary of
the Corporation, propose to enter into certain agreements pursuant to which (i) Distributing
will distribute all of the shares of Spinco common stock to the stockholders of
Distributing and (ii) the Corporation (or an affiliate of the Corporation)
and Spinco will merge and the Corporation will issues shares of its common
stock to the former stockholders of Spinco (collectively, the “Transactions”); and


 


WHEREAS, in
connection with the Transactions, Employee and the Corporation wish to enter
into this Amendment.


 


NOW THEREFORE, in consideration of the
foregoing recitals and the mutual agreements hereinafter contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:


 


1.     All
capitalized terms used and not defined in this Amendment shall have the
meanings given to them in the Agreement.


 


2.     In
order to resolve all issues that could arise with respect to the Agreement by
reason of the Transactions, the Employee, on behalf of the Employee and any
person claiming through the Employee, and the Corporation hereby agree that the
Transactions, however effected, shall not be deemed, singly, in the aggregate,
or in combination with any other event, to constitute a Change in Control for
purposes of the Agreement.  Accordingly,
the payments and benefits to which the Employee would be entitled under the
Agreement as a result of a Change in Control shall not become due or payable to
the Employee as a result of the Transactions.


 


3.     In
consideration for entering into this Amendment, the parties agree
that if (a) the Corporation terminates the Employee’s employment without
Cause on or before the second anniversary of the closing date of the
Transactions, and (b) a Change in Control has not occurred during such
two-year period, then the Employee shall be entitled to receive, in a lump sum
payable six months after the date of such employment termination, a payment in
an amount equal to $20,000.  Such amount
shall be in addition  to
the continued payment of the Employee’s annual compensation following employment


 





















 


termination
as provided by Sections 2 and 3 of the Agreement, disregarding Section 7
thereof.


 


4.     The
Agreement is hereby amended by adding the following paragraph 8 thereto:


 


8.             Compliance
with Section 409A


 


All amounts
payable under this Agreement are intended to comply with Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”),
and shall be subject to amendment by the Corporation without any further action
required on the part of Kunin to the extent the Corporation deems necessary and
desirable in its sole discretion to avoid any tax or penalty under such Section 409A.  If on the date of separation from service
with the Corporation and all corporations or entities with which the
Corporation would be considered a single employer under subsections (b) and
(c) of Section 414 of the Code, Kunin is a “specified employee” (as
defined in Section 416(i) of the Code) of a publicly traded company,
determined as of December 31 of each calendar year and applied as of April 1
following such determination in accordance with Section 409A of the Code
and the guidance issued by the Department of the Treasury with respect to the
application of such Section 409A, the payment of the benefits payable
under the Agreement that fall within the definition of “deferred compensation,”
as such term is applied under such Section 409A, shall commence as of the
first day on which payment could be made without triggering any tax or penalty
under such Section 409A.


 


5.     Except
as set forth in this Amendment, all terms of the Agreement shall remain in full
force and effect.


 


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IN WITNESS WHEREOF, the
parties hereto have executed this Amendment as of the date above first written.


 


	
   

  	
  REGIS
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric Bakken

  
	
   

  	
   

  	
  Name: Eric
  Bakken

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Myron
  Kunin

  
	
   

  	
  Myron Kunin