Exhibit 10.6


 


AMENDMENT TO EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENT


 


This amendment (“Amendment”)
dated as of the            of
                      ,
amends that certain Employment and Deferred Compensation Agreement (the “Agreement”) between Regis Corporation, a Minnesota
corporation (hereinafter referred to as the “Corporation”)
and [Name of Employee] (hereinafter referred
to as “Employee”), dated [               ],
as amended or supplemented through the date hereof.


 


WHEREAS, the Alberto-Culver Company, a
Delaware corporation (“Distributing”),
Sally Holdings, 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 for any
reason other than Cause or the Employee terminates the Employee’s employment
for Good Reason, in either case 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 six months after the date of such employment termination, a payment
in an amount equal to  the sum of [the
product of (a) [     ] and (b)] (i) $20,000,
(ii) the Employee’s annual base salary at the highest rate in effect
during the 12 months preceding termination, and (iii) the highest annual
bonus


 





















 


received
by the Employee during the 36 months preceding termination.  Payment of such amount as a result of an
employment termination described in this paragraph 3 shall be in lieu of any enhanced payments or benefits to which the
Employee might otherwise have been entitled under the Agreement in the event of
a Change in Control.  Any amounts
provided pursuant to this paragraph 3 shall be excluded for purposes of calculating
the Employee’s Monthly Benefit under the Agreement.


 


4.     “Good Reason” shall mean, without the Employee’s consent, the
occurrence of any of the following circumstances during the [two-year] period
commencing on the Closing unless such circumstances are fully corrected prior
to the expiration of the fifteen (15) calendar day period following delivery to
the Corporation of the Employee’s notice of intention to terminate his
employment for Good Reason describing such circumstances in reasonable detail: (i) a
material adverse change in the Employee’s title; (ii) a substantial
diminution in the Employee’s duties, responsibilities or authority with regard
to the Corporation (except during periods when the Employee is unable to
perform all or substantially all of the Employee’s duties or responsibilities
as a result of the Employee’s physical or mental incapacity); (iii) a
reduction in the Employee’s base salary then in effect; or (iv) a change
in location of the Employee’s principal office to a location more than 50 miles
from its current location.  The Employee
shall be deemed to have waived his rights to terminate his services hereunder
for circumstances constituting Good Reason if he shall not have provided to the
Corporation a notice of termination within fifty (50) calendar days following
the occurrence of the event giving rise to the circumstances constituting Good
Reason.


 


5.     The
Agreement is hereby amended by adding the following paragraph 15 thereto:


 


15.           Compliance
with Section 409A


 


Notwithstanding
anything to the contrary contained herein, 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 the Employee 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, the Employee
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.


 


6.     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:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Name of Employee]