Exhibit
10.3


 


REGIS
CORPORATION


EXECUTIVE
SEVERANCE AGREEMENT


 


AGREEMENT, dated as of January 10, 2006,
by and between Regis Corporation, a Minnesota corporation located at 7201 Metro
Boulevard, Edina, Minnesota  55439 (the “Corporation”),
and Randy L. Pearce (the “Executive”).


 


WHEREAS, the Executive is presently employed
by the Corporation as Chief Financial Officer of the Corporation:


 


WHEREAS, the Board of Directors (“Board”) has
determined that it would be in the best interest of the Corporation and its
shareholders to reinforce and encourage the continued attention and dedication
of the Executive as a member of the Corporation’s management without the
distractions occasioned from the possibility of an abrupt change in control of
the Corporation;


 


WHEREAS, the Board has determined that
entering into agreements from time to time with members of senior management in
the form hereof will enhance the ability of the Corporation to attract and
retain capable senior executives; and


 


WHEREAS, the Executive is willing to continue
serving the Corporation in accordance with the provisions of this Agreement.


 


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and obligations hereinafter set
forth, the parties hereto hereby agree as follows:


 


1.             Operation
of Agreement.


 


This Agreement sets forth the severance
compensation which the Corporation agrees it will pay to the Executive if the Executive’s
employment with the Corporation terminates under one of the circumstances
described herein in connection with or following a Change in Control of the Corporation
(as defined herein).  No compensation
shall be payable under this Agreement unless and until: (i) there shall
have been a Change in Control of the Corporation and (ii) the Executive’s employment
by the Corporation shall have been terminated in accordance with Section 4
within four (4) years of the date of the Change in Control.  This Agreement shall supersede all prior
agreements between the parties hereto with respect to change of control
benefits, including with out limitation any and all change of control
provisions contained in any agreement, arrangement or plan with or for the
benefit of the Executive, all of which are forever irrevocably waived by the
Executive; provided, however, that this sentence shall not apply to (i) Executive’s
two awards prior to the date hereof under the Regis Corporation 2004 Long Term
Incentive Plan and (ii) the Corporation’s remaining obligation, if any, to
make premium payments under that certain agreement, effective January 1,
2004, between the Corporation and the Executive with respect to that certain
life insurance policy specified therein.


 


2.             Term.


 


This Agreement shall terminate, except to the
extent that any obligation of the Corporation hereunder remains unpaid as of
such time, upon the earliest of (i) June 30, 2006 if a


 


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Change in Control of the
Corporation has not occurred within such period; (ii) the termination of
the Executive’s employment the with Corporation based on death, Permanent
Disability (as defined in Section 4(b)), or Cause (as defined in Section 4
(c)) or by the Executive other than for Good Reason (as defined in Section 4
(d)); and (iii) prior to a Change in Control, in the discretion of the
Board, upon the Executive’s ceasing to be an executive officer of the
Corporation.


 


3.             Change
in Control.


 


For purposes of this Agreement, a Change in
Control of the Corporation shall mean the occurrence of any of the following:


 


(a)           any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) in effect on
the date hereof) or group of persons acting in concert, other than the
Corporation or any subsidiary thereof or any employee benefit plan of the
Corporation or any subsidiary thereof, becomes the “beneficial owner” (as such
term is defined in Rule l3d-3 of the Exchange Act except that a person
shall also be deemed the beneficial owner of all securities which such person
may have a right to acquire, whether or not such right is presently
exercisable), directly or indirectly, of securities of the Corporation
representing thirty percent (30%) or more of the combined voting power of the Corporation’s
then outstanding securities ordinarily having the right to vote in the election
of directors (“voting stock”); or


 


(b)           during
any period subsequent to the date of this Agreement, a majority of the members
of the Board shall not for any reason be the individuals who at the beginning of
such period constitute the Board or those persons who are nominated as new
directors by a majority of the current directors or their successors who have
been so nominated; or


 


(c)           there
shall be consummated any merger, consolidation (including a series of mergers
or consolidations), or any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all, or substantially all,
of the assets of the Corporation (meaning assets representing thirty percent
(30%) or more of the net tangible assets of the Corporation or generating
thirty percent (30%) or more of the Corporation’s operating cash flow), or any
other similar business combination or transaction, but excluding any business
combination or transaction which: (i) would result in the voting stock of
the Corporation immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting stock of the surviving
entity) more than 70% of the combined voting power of the voting stock of the
Corporation (or such surviving entity) outstanding immediately after giving
effect to such business combination or transaction; or (ii) would be effected
to implement a recapitalization (or similar transaction) of the Corporation in
which no “person” (as defined in subsection 3(a) hereof) or group of
persons acting in concert becomes the beneficial owner (as defined in subsection 3(a) hereof)
of thirty percent (30%) or more of the combined voting power of the then
outstanding voting stock of the Corporation; or


 


(d)           the
adoption of any plan or proposal for the liquidation or dissolution of the
Corporation; or


 


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(e)           the
occurrence of any other event that would be required to be reported in response
to Item 5.01 of Securities Exchange Act Form 8-K in effect on the date
hereof.


 


4.             Termination
Following Change in Control.


 


(a)           If
a Change in Control of the Corporation shall have occurred while the Executive
is still an employee of the Corporation, or if Executive’s employment with the
Corporation shall have been terminated prior to but in connection with a Change
in Control (meaning that at the time of such termination the Company had
entered into an agreement, the consummation of which would result in a Change
in Control, or any person had publicly announced its intent to take or consider
actions that would constitute a Change in Control, or the Board adopts a
resolution to the effect that a potential Change in Control for purposes of
this Agreement has occurred), then the
Executive shall be entitled to the compensation provided in Section 5 upon
the termination of the Executive’s employment by the Corporation or by the
Executive, unless such termination is as a result
of (i) the Executive’s death; (ii) the Executive’s Permanent
Disability (as defined in Section 4(b) below); (iii) the Executive’s
termination by the Corporation for Cause (as defined in Section 4(c) below);
or (iv) the Executive’s decision to terminate employment other than for
Good Reason (as defined in Section 4(d) below).


 


(b)           Permanent
Disability.  It as a result of the Executive’s
incapacity due to physical or mental illness, the Executive shall have been
absent from his duties with the Corporation on a full-time basis for six (6) months
and within thirty (30) days after written notice of termination is thereafter
given by the Corporation the Executive shall not have returned to the full-time
performance of the Executive’s duties, the Corporation may terminate this
Agreement for “Permanent Disability.”


 


(c)           Cause.
The Corporation may terminate the employment of the Executive for Cause. For
purposes of this Agreement, the termination of the Executive’s employment shall
be deemed to have been for “Cause” only if termination of his employment shall
have been the result of the Executive’s intentional participation in illegal
conduct which (i) is materially and directly detrimental to the financial
interests of the Corporation and (ii) results in the Executive’s
conviction of a felony.


 


(d)           Good
Reason. The Executive may terminate his employment by the Corporation for
Good Reason at any time following a Change in Control during the term of this
Agreement.  For purposes of this
Agreement, “Good Reason” shall mean any of the following:


 


(i)            the
assignment to the Executive of any duties inconsistent with the Executive’s
positions, duties, responsibilities and status with the Corporation immediately
prior to a Change in Control, or a significant adverse alteration in the nature
of the Executive’s reporting responsibilities, titles, or offices as in effect
immediately prior to a Change in Control, or any removal of the Executive from,
or any failure to reelect the Executive to, any such positions, except in
connection with a termination of the employment of the Executive for Cause,
Permanent Disability, or as a result of the Executive’s death or by the
Executive other than for Good Reason;


 


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(ii)           a
reduction by the Corporation in the Executive’s base salary in effect
immediately prior to a Change in Control;


 


(iii)          failure
by the Corporation to continue in effect (and without substitution of a
comparable plan) any benefit or compensation plan, stock purchase plan, stock
option plan, life insurance plan, health and hospitalization plan or disability
plan in which the Executive is participating at the time of a Change in
Control, or the taking of any action by the Corporation which would adversely
affect Executive’s participation in or materially reduce Executive’s benefits
under any of such plans;


 


(iv)          any
material breach by the Corporation of any provision of this Agreement;


 


(v)           following
a Change in Control, the Executive is excluded (without substitution of a
substantially equivalent plan) from participation in any benefit, incentive,
stock option, health, dental, insurance or pension plan generally made
available to persons at Executive’s level of responsibility in the Corporation;


 


(vi)          without
the Executive’s express written consent, the requirement by the Corporation
that the Executive’s principal place of employment be relocated more than
twenty-five (25) miles from his place of employment prior to the Change in
Control, or travel on the Corporation’s business to an extent materially
greater than the Executive’s customary business travel obligations;


 


(vii)         The
Corporation’s failure to obtain a satisfactory agreement from any successor to
assume and agree to perform the Corporation’s obligations under this Agreement,
as contemplated in Section 7(a) hereof.


 


(e)           Notice
of Good Reason.      If the Executive believes
that he is entitled to terminate his employment with the Corporation for Good
Reason as defined in Section 4(d) above, he may apply in writing to
the Corporation for confirmation of such entitlement prior to the Executive’s
actual separation from employment, by following the claims procedure set forth
in Section 10 hereof. The submission of such a request by an Executive
shall not constitute “Cause” for the Corporation to terminate an Executive under
Section 4(c) hereof, and Executive shall continue to receive all
compensation and benefits he was receiving at the time of such submission
throughout the resolution of the matter pursuant to the procedures set forth in
Section 10 hereof, If the Executive’s request for a termination of
employment for Good Reason is denied under both the request and appeal
procedures set forth in Sections 10(b) and (c) hereof, then the
parties shall use their best efforts to resolve the claim within ninety (90)
days after the claim is submitted to binding arbitration pursuant to Section 10(d).


 


(f)            Notice
of Termination.  Any termination of
the Executive’s employment by the Corporation or by the Executive (other than
termination based on the Executive’s death) following a Change in Control shall
be communicated by a written Notice of Termination to the other party
hereto.  For purposes of this Agreement,
a “Notice of Termination” shall mean a notice which shall indicate the specific
termination provision in this Agreement relied upon and shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for


 


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termination of the Executive’s
employment under the provision so indicated. 
For purposes of this Agreement, no purported termination shall be
effective without the delivery of such Notice of Termination.


 


(g)           Date
of Termination.  “Date of Termination”
following a Change in Control shall mean (i) if the Executive is
terminated by his death, the date of his death, (ii) if the Executive’s
employment is terminated due to a Permanent Disability, thirty (30) days after
the Notice of Termination is given (provided that the Executive shall not have
returned to the performance of his duties on a full-time basis during such
period), (iii) if the Executive’s employment is terminated pursuant to a
termination for Cause, the date specified in the Notice of Termination, and (iv) if
the Executive’s employment is terminated for any other reason, the date shall be
thirty (30) days after termination as provided by the Notice of Termination or
the date of the final resolution of the arbitration and claims procedures set
forth in Section 10 hereof, unless otherwise agreed by the Executive and
Corporation or otherwise provided in this Agreement.


 


5.             Termination
Benefits.


 


If the Executive shall be terminated from
employment with the Corporation as described in Section 4(a) such
that Executive is entitled to the compensation set forth in this Section 5,
then the Executive shall be entitled to receive the following severance
benefits:


 


(a)           Severance
Payment.            In lieu of any further payments to the
Executive, including any payments to which the Executive would be entitled
under any existing employment agreement, the Corporation shall pay as severance
pay to the Executive an amount equal to the product of (i) two and (ii) the
sum of (x) the Executive’s base salary for the year in which termination occurs
and (y) the amount determined by applying the Executive’s target percentage (as
established for such year under the Corporation’s Short-Term Incentive
Compensation Plan) to the Executive’s base salary.  Such cash payment shall be payable in a
single sum, within 10 business days following the Executive’s Date of
Termination.


 


(b)           Incentive
Awards.               The Executive shall receive a cash
payment in a single sum, within 10 business days following the Executive’s Date
of Termination, in the amount equal to the pro rata portion of any bonus the
Executive shall be deemed to have earned under any incentive or compensation
plan in which Executive is then participating for the year in which the Executive’s
termination occurs based on the number of completed months (a partial month
shall be counted as a completed month) in the calendar year as of his Date of
Termination The method of calculating any bonus under such plan shall be
adjusted and/or weighted in such manner as is appropriate and equitable to
reflect partial year results and the Corporation’s historical operating
results, including rates of growth and seasonality.


 


(c)           Vesting.   Any non-vested stock options, stock
appreciation rights, restricted stock, or performance awards granted to the
Executive by the Corporation under the Long Term Plan, or any replacement,
successor, or alternative plan shall become 100% vested without change to the
stated expiration dates thereof and may, in the case of options, be exercised
at any time until such stated expiration dates.


 


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(d)           Insurance
and Welfare Benefits.   During the twenty-four
(24) month period subsequent to the date of termination, the Executive shall be
entitled to the continuation of the same or equivalent life, health,
hospitalization, dental and disability insurance coverage and other employee
insurance or welfare benefits that he had received (including equivalent
coverage for his spouse and dependent children) immediately prior to the Change
in Control. In the event that Executive is ineligible under the terms of such
insurance to continue to be so covered, the Corporation shall provide the
Executive with substantially equivalent coverage through other sources or will
provide Executive with a lump sum payment equal to the cost of obtaining such
coverage for the payment period.


 


(e)           Tax
Gross-Up.   If any payments received
by Executive pursuant to this Agreement will be subject to the excise tax (the “Excise
Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as
amended (the “Code”), or any successor or similar provision of the Code, the
Corporation shall pay to the Executive additional compensation such that the
net amount received by the Executive after deduction of any Excise Tax (and
taking into account any federal, state and local income taxes payable by the
Executive as a result of the receipt of such gross-up compensation), shall be
equal to the total payments he would have received had no such Excise Tax (or
any interest or penalties thereon) been paid or incurred. The Corporation shall
pay such additional compensation at the time when the Corporation withholds
such Excise Tax from any payments to the Executive. The calculation of the tax
gross-up payment shall be approved by the Corporation’s independent certified
public accounting firm and the Executive’s designated financial adviser.


 


6.             No
Mitigation.


 


The Executive shall not be required to
mitigate the amount of any payments provided for by this Agreement by seeking
employment or otherwise, nor shall the amount of any cash payments or benefit
provided under this Agreement be reduced by any compensation or benefit earned
by the Executive after his Date of Termination (except as provided in Section 5(d) above).


 


7.             Successors.


 


(a)           The
Corporation shall require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business and/or assets of the Corporation, by agreement in form and
substance reasonably satisfactory to the Executive, to expressly assume and
agree to perform the obligations of the Corporation under this Agreement in the
same manner and to the same extent that the Corporation would be required to
perform this Agreement if no such succession had taken place. Failure of the
Corporation to obtain such agreement prior to the effective date of any such
succession shall be a breach of this Agreement and shall entitle the Executive
to compensation from the Corporation in the same amount and on the same terms
as he would be entitled to receive hereunder if he terminated his employment
for Good Reason, except that for purposes of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination. As used in this Agreement, “Corporation” shall mean the
Corporation as hereinbefore defined and any successor to its business and/or
assets as aforesaid, which


 


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successor executes and delivers
the agreement provided for in this Section 7(a) or which otherwise
becomes bound by the terms and provisions of this Agreement by operation of
law.


 


(b)           This
Agreement and all rights of the Executive hereunder shall inure to the benefit
of and be enforceable by the Executive’s personal or legal representatives,
executors, administrators, successors, heirs, distributees, devisees and
legatees. If the Executive should die after his termination while any amounts
would still be payable to him hereunder if he had continued to live, all such
amounts, unless otherwise provided herein, shall be paid in accordance with the
terms of this Agreement to the Executive’s devisee, legatee, or other designee
or, if there be no such designee, to the Executive’s estate.


 


8.             Notices.


 


Any notice required or permitted by this
Agreement shall be in writing, sent by registered or certified mail, return
receipt requested, or by recognized courier service (regularly providing proof
of delivery), addressed to the Board and the Corporation at the Corporation’s
then principal office, or to the Executive at the address set forth under the Executive’s
signature below, as the case may be, or to such other address or addresses as
any party hereto may from time to time specify in writing for the purpose in a
notice given to the other parties in compliance with this Section 8.
Notices shall be deemed given when received.


 


9.             Limitation
on Rights.


 


(a)           This
Agreement shall not be deemed to create a contract of employment between the
Corporation and the Executive and shall create no right in the Executive to
continue in the Corporation’s employment for any specific period of time, or to
create any other rights in the Executive or obligations on the part of the
Corporation, except as set forth herein. This Agreement shall not restrict the
right of the Corporation to terminate the Executive, or restrict the right of
the Executive to terminate his employment.


 


(b)           This
Agreement shall not be construed to exclude the Executive from participation in
any other compensation or benefit programs in which he is specifically eligible
to participate either prior to or following the execution of this Agreement, or
any such programs that generally are available to other executive personnel of
the Corporation, nor shall it affect the kind and amount of other compensation
to which the Executive is entitled.


 


10.           Claims
Procedure.


 


(a)           The
Executive, or other person claiming through the Executive, must file a written
claim for benefits with the Corporation’s Board of Directors (the “Board”) as a
prerequisite to the payment of benefits under this Agreement. The Board shall
make all determinations as to the right of any person to receive benefits under
subsections (b) and (c) of this Section 10. Any denial by the Board
of a claim for benefits by the Executive, his heirs or personal representative
(“the claimant”) shall be stated in writing by the Board and delivered or
mailed to the claimant within 10 days after receipt of the claim, unless
special circumstances require an extension of time for processing the claim If
such an extension is required, written notice of the extension shall be furnished
to the claimant prior to the termination of the initial 10-day period. In no
event


 


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shall such extension exceed a
period of 10 days from the end of the initial period. Any notice of denial
shall set forth the specific reasons for the denial, specific reference to
pertinent provisions of this Agreement upon which the denial is based, a
description of any additional material or information necessary for the
claimant to perfect his claim, with an explanation of why such material or
information is necessary, and any explanation of claim review procedures,
written to the best of the Board’s ability in a manner that may be understood
without legal or actuarial counsel.


 


(b)           A
claimant whose claim for benefits has been wholly or partially denied by the Board
may request, within 10 days following the date of such denial, in a writing
addressed to the Board, a review of such denial.  The claimant shall be entitled to submit such
issues or comments in writing or otherwise as he shall consider relevant to a
determination of his claim, and he may include a request for a hearing in
person before the Board. Prior to submitting his request, the claimant shall be
entitled to review such documents as the Board shall agree are pertinent to his
claim. The claimant may, at all stages of review, be represented by counsel,
legal or otherwise, of his choice, provided that the fees and expenses of such
counsel shall be borne by the claimant, unless the claimant is successful, in
which case, such costs shall be borne by the Corporation. All requests for review
shall be promptly resolved. The Board’s decision with respect to any such
review shall be set forth in writing and shall be mailed to the claimant not later
than 10 days following receipt by the Board of the claimant’s request unless
special circumstances, such as the need to hold a hearing, require an extension
of time for processing, in which case the Board’s decision shall be so mailed
not later than 20 days after receipt of such request.


 


(c)           A
claimant who has followed the procedure in subsections (a) and (b) of
this section, but who has not obtained full relief on his claim for benefits,
may, within 60 days following his receipt of the Board’s written decision on
review, apply in writing to the Board for expedited and binding arbitration of
his claim before an arbitrator in Hennepin County, Minnesota, in accordance
with the commercial arbitration rules of the American Arbitration
Association, as then in effect, or pursuant to such other form of alternative
dispute resolution as the parties may agree (collectively, the “arbitration”).
The Corporation shall advance filing fees and other costs required to initiate
the arbitration, as well the Executive’s initial attorney fees (which fees and
costs shall not be recoverable by the Corporation). The arbitrator’s sole
authority shall be to interpret and apply the provisions of this Agreement; he
shall not change, add to, or subtract from, any of its provisions.  The arbitrator shall have the power to compel
attendance of witnesses at the hearing.  Any
court having jurisdiction may enter a judgment based upon such arbitration. The
arbitrator shall be appointed by mutual agreement of the Corporation and the
claimant pursuant to the applicable commercial arbitration rules. The
arbitrator shall be a professional person with a reputation in the community
for expertise in employee benefit matters and who is unrelated to the claimant
and any employees of the Corporation.  All
decisions of the arbitrator shall be final and binding on the claimant and the
Corporation.


 


11.           Legal
Fees and Expense.


 


If any dispute arises between the parties
with respect to the interpretation or performance of this Agreement, the
prevailing party in any arbitration or proceeding shall be entitled to recover
from the other party its attorneys’ fees, arbitration or court costs and other
expenses


 


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incurred in connection with any
such proceeding (subject to the second sentence of Section 10(d) above).
Amounts, if any, paid to the Executive under this Section 11 shall be in
addition to all other amounts due to the Executive pursuant to this Agreement.


 


12.           Non-Alienation
of Benefits.


 


Except in so far as this provision may be
contrary to applicable law, no sale, transfer, alienation, assignment, pledge,
collateralization or attachment of any benefits under this Agreement shall be
valid or recognized by the Corporation.


 


13.           Non-Competition;
Non-Solicitation.


 


If the Executive receives compensation under
this Agreement, or if the Executive is terminated for Cause (as defined in Section 4(c)),
the Executive agrees that he will not, without the prior written consent of the
Corporation, directly or indirectly, during the one (1) year period
following the Date of Termination, (a) engage in any business or
employment or provide any consulting service which is in competition with the Corporation’s
business in the United States, or (b) hire or attempt to hire any employee
of the Corporation, assist in such hiring by any person, or encourage any
employee to terminate his or her relationship with the Corporation.


 


In the event of a breach or threatened breach
of any provision of this Section 13, in addition to any other remedy
available to it, the Corporation shall be entitled to equitable remedies,
including and permanent injunction, without having to post any bond or other
security.


 


14.           Executive
Acknowledgment.


 


The Executive acknowledges that he has
consulted with or has had the opportunity to consult with independent counsel
of his choice concerning this Agreement, that he has read and understands this
Agreement and is fully aware of its legal effect .


 


15.           Miscellaneous.


 


This Agreement contains the entire agreement
of the parties relating to the subject matter hereof and supersedes any prior
written or oral agreements or understandings relating to the subject matter
hereof.  No modification or amendment of
this Agreement shall be valid unless in writing and signed by or on behalf of
the parties hereto.  A waiver of the
breach of any term or condition of this Agreement shall not be deemed to
constitute a waiver of any subsequent breach of the same or any other term or
condition.  This Agreement is intended to
be performed in accordance with, and only to the extent permitted by, all
applicable laws, ordinances, rules and regulations.  If any provisions of this Agreement, or the
application thereof to any person or circumstance, shall, for any reason and to
any extent, be held invalid or unenforceable, such invalidity and
unenforceability shall not affect the remaining provisions hereof and the
application of such provisions to other persons or circumstances, all of which
shall be enforced to the greatest extent permitted by law.  Subject to the provisions of Section 5(e),
the compensation provided to the Executive pursuant to this Agreement shall be
subject to any withholdings and deductions required by any applicable tax laws.
 The headings in this Agreement are
inserted for convenience of reference only and shall not be a part of or
control or affect the meaning of any provision hereof.  This Agreement may be executed in one or more


 


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counterparts and each counterpart
shall be deemed an original but all counterparts together shall constitute one
instrument.


 


18.           Governing
Law.


 


This Agreement shall be governed and
construed in accordance with the internal laws of the State of Minnesota. The
parties agree that any suit or proceeding arising out of this Agreement shall
be brought and maintained exclusively in the federal or state courts located in
such state, and each of the parties hereby irrevocably submits to the exclusive
jurisdiction and venue of such courts.


 


IN WITNESS WHEREOF, the parties have duly
executed and delivered this Agreement as of the day and year first above
written.


 


	
  THE EXECUTIVE:

  	
   

  	
  REGIS CORPORATION:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Randy L. Pearce

  	
   

  	
  By:

  	
  /s/ Eric
  Bakken

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


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