Exhibit 10.5


 


AMENDMENT TO EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENT


 


This amendment (“Amendment”)
dated as of the 10th day of January, 2006 amends that certain Employment and
Deferred Compensation Agreement (the “Agreement”)
between Regis Corporation, a Minnesota corporation (hereinafter referred to as
the “Corporation”) and Paul D. Finkelstein
(hereinafter referred to as “Employee”),
dated April 14, 1998, 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 shall
enter into an agreement in the form attached hereto as Exhibit A.


 


4.                                       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/ Paul D.
  Finkelstein

  	
   

  
	
   

  	
   

  	
  Paul D. Finkelstein

  
					



 





















 


Exhibit A


 


[See attached Employment
Agreement beginning on next page]