ex103employeestockoption






US.351988573.04      REGIS CORPORATION  STOCK OPTION AWARD AGREEMENT  This STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of  [•] (the “Grant Date”), is between Regis Corporation, a Minnesota corporation (the “Company”),  and [•] (the “Participant”).  WHEREAS, the Participant is a valued and trusted employee of the Company and the Company  desires to grant the Participant an award of Stock Options which afford the Participant an  opportunity to purchase shares of the Company’s Common Stock under the Regis Corporation  2018 Long Term Incentive Plan (as may be amended from time to time, the “Plan”); and  WHEREAS, the Committee has duly made all determinations necessary or appropriate for the  grant of the Stock Options hereunder (the “Award”).  NOW, THEREFORE, in consideration of the premises and mutual covenants set forth and for  other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto  have agreed, and do hereby agree, as follows:  1. Definitions.    For purposes of this Agreement, the definitions of terms contained in the Plan are hereby  incorporated by reference, except to the extent that any such term is specifically defined in  this Agreement.   (a) “Good Reason” (i) shall have the meaning ascribed to such term in Participant's  employment agreement with the Company; provided, however, that in order for the  Termination of Employment to constitute a Termination of Employment for Good Reason,  Participant must terminate employment no later than one hundred and twenty (120) days  following the end of the applicable cure period, or (ii) if there is no such employment  agreement with the Company, “Good Reason” shall mean the occurrence, without the  express written consent of the Participant, of any of the following:  (A) any material diminution in the nature of the Participant's authority, duties  or responsibilities;  (B) any reduction by the Company in the Participant's base salary then in effect  or target bonus percentage (other than any reduction mutually agreed upon by the  Company and the Participant), other than an across the board reduction of not more  than 10% that applies to all other executives who report to the Chief Executive  Officer of the Company; or  (C) following a Change in Control, failure by the Company to continue in effect  (without substitution of a substantially equivalent plan or a plan of substantially  equivalent value) any compensation plan, bonus or incentive plan, stock purchase  plan, stock option plan, life insurance plan, health plan, disability plan or other  benefit plan or arrangement in which the Participant is then participating;  US.351988573.04    2    provided that the Participant notifies the Company of such condition set forth in  clause (A), (B) or (C) within ninety (90) days of its initial existence and the  Company fails to remedy such condition within thirty (30) days of receiving such  notice (the “Cure Period”) and the Participant delivers written notice of termination  of employment to the Company's General Counsel within thirty (30) days following  the end of the Cure Period, designating an employment termination date no later  than one hundred and twenty (120) days following the end of the Cure Period.  (b) “Qualifying Termination” means a Termination of Employment:  (i)  due to death or Disability;   (ii) by reason of Participant’s Retirement;   (iii) by the Company without Cause; or  (iv) by the Company without Cause or by Participant for Good Reason, in either  case, within 12 months following a Change in Control.  (c) “Retirement” means any Termination of Employment (other than by the Company  for Cause or due to death or Disability) at or after age sixty-two (62) or at or after age fifty- five (55) with fifteen (15) or more years of continuous service to the Company and its  Affiliates.  2. Grant of Stock Options.  The Company has granted to the Participant, effective as of the  Grant Date, the right and option to purchase, on the terms and conditions set forth in the  Plan and this Agreement, all or any part of an aggregate of [•] shares of Common Stock,  subject to adjustment as set forth in the Plan (the “Stock Options”).  The Stock Options are  intended to be Nonqualified Stock Options.  3. Exercise Price.  The exercise price of each Stock Option is $[•] per share of Common Stock,  subject to adjustment as set forth in the Plan (the “Exercise Price”).  4. Vesting of Stock Options.  Subject to the terms and conditions set forth in the Plan and this  Agreement, the Stock Options must satisfy a time-vesting condition to become vested and  exercisable, as follows:  (a) Time-Vesting Condition.  Except as otherwise provided in Section 4(b), one-third  (1/3)  of the Stock Options will vest on the first anniversary of the Grant Date, one- third (1/3)  of the Stock Options will vest on the second anniversary of the Grant  Date and the remaining one-third (1/3)  of the Stock Options will vest on the third  anniversary of the Grant Date (each, a “Scheduled Vesting Date”), subject to  Participant’s continued employment with the applicable Scheduled Vesting Date  and the other terms and conditions set forth in this Agreement. To the extent that  one-third of the Stock Options is not a whole number, any fractional Stock Option  that would otherwise be scheduled to vest on either of the first two scheduled  vesting dates will be disregarded, and the number of Stock Options scheduled to  vest on the third scheduled vesting date will be adjusted accordingly.  US.351988573.04    3    (b) Forfeiture; Termination of Employment.  (i) Except as provided in this Section 4(b), any unvested Stock Options will be  forfeited immediately, automatically and without consideration upon the  Participant’s Termination of Employment for any reason.  In the event the  Participant experiences a Termination of Employment by the Company for  Cause, all vested Stock Options will also be forfeited immediately,  automatically and without consideration upon such termination.    (ii) If the Participant experiences a Qualifying Termination prior to the final  Scheduled Vesting Date, then Participant shall immediately vest, as of the  date of such Qualifying Termination, in a pro rata portion of the Stock  Options that were scheduled to vest on the first Scheduled Vesting Date that  follows such Qualifying Termination.  For purposes of the immediately  preceding sentence, the pro rata portion shall be determined as follows: (i)  if such Qualifying Termination occurs prior to the first anniversary of the  Grant Date, the pro rata portion shall be based on (A) the number of days  the participant was employed from the Grant Date through the Termination  of Employment as a percentage of (B) 365 days, and (ii) if such Qualifying  Termination occurs after the first Scheduled Vesting Date, the pro rata  portion shall be based on (A) the number of days the participant was  employed from the Scheduled Vesting Date immediately preceding the  Qualifying Termination through the Termination of Employment as a  percentage of (B) 365 days.  For the avoidance of doubt, in no event will  the pro rata portion of Stock Options that vest as a result of the Participant’s  Qualifying Termination exceed 100% of the Stock Options that were  scheduled to vest on the first Scheduled Vesting Date that follows such  Qualifying Termination, and any Stock Options that do not vest as a result  of the Participant’s Qualifying Termination shall immediately be forfeited  as of such Qualifying Termination.  5. Expiration. Any unexercised Stock Options will expire on the tenth (10th) anniversary of  the Grant Date (the “Expiration Date”), or earlier as provided in Section 6 of this  Agreement or in the Plan.  6. Period of Exercise.  Subject to the provisions of the Plan and this Agreement, the  Participant (or the Participant’s Representative, as applicable) may exercise all or any part  of the vested Stock Options at any time prior to the earliest to occur of:  (a) the Expiration Date;  (b) the date that is ninety (90) days following the Participant’s Termination of  Employment (i) by the Company without Cause or (ii) by Participant for Good  Reason within 12 months following a Change in Control;  (c) if the Participant’s Termination of Employment is due to death or Disability, the  date that is twelve (12) months following such termination;   US.351988573.04    4    (d) the date of Participant’s Termination of Employment by the Company for Cause;  or  (e) the date that is thirty (30) days following any Termination of Employment not  described in Sections 6(b)-(d).   7. Exercise of Stock Options.  (a) Notice of Exercise.  Subject to Sections 4, 5 and 6, the Participant or, in the case of  the Participant’s death or Disability, the Participant’s Representative, may exercise  all or any part of the vested Stock Options by giving written or electronic notice of  exercise to the Company or such agent or representative as may be designated by  the Company in a form provided by the Committee (such notice, a “Notice of  Exercise”).  The Notice of Exercise will be signed by the person exercising the  Stock Options.  In the event that the Stock Options are being exercised by the  Participant’s Representative, the Notice of Exercise will be accompanied by proof  (satisfactory to the Committee) of the Representative’s right to exercise the Stock  Options.  The Participant or the Participant’s Representative will deliver to the  Committee, at the time of giving the Notice of Exercise, payment in a form  permissible under Section 8 for the full amount of the Purchase Price (as defined  below) and applicable withholding taxes as provided below.  (b) Tax Consequences and Payment of Withholding Taxes.  Neither the Company nor  any Affiliate shall be liable or responsible in any way for the tax consequences  relating to the award or exercise of the Stock Options.  The Participant agrees to  determine and be responsible for any and all tax consequences to the Participant  relating to the award and exercise of the Stock Options and the issuance of Common  Stock hereunder.  If the Company is obligated to withhold an amount on account  of any tax imposed as a result of the issuance of shares of Common Stock upon  exercise of all or a portion of the Stock Options (“Withholding Taxes”), the  provisions of Section 13.4 of the Plan regarding the satisfaction of tax withholding  obligations shall apply (including any required payments by the Participant).  8. Payment for Shares of Common Stock.  The “Purchase Price” will be the Exercise Price  multiplied by the number of shares of Common Stock with respect to which Stock Options  are being exercised.  All or part of the Purchase Price and any Withholding Taxes may be  paid as follows:  (a) Cash or Check.  In cash or by bank certified check.  (b) Brokered Cashless Exercise.  To the extent permitted by applicable law, from the  proceeds of a sale through a broker on the date of exercise of some or all of the  shares of Common Stock to which the exercise relates.  In that case, the Participant  will execute a Notice of Exercise and provide the Plan administrator with a copy of  irrevocable instructions to a broker to deliver promptly to the Company the amount  of sale proceeds to pay the aggregate purchase price and/or Withholding Taxes, as  applicable.  To facilitate the foregoing, the Company may, to the extent permitted  





 






US.351988573.04    5    by applicable law, enter into agreements or coordinate procedures with one or more  brokerage firms.  (c) Net Exercise.  By reducing the number of shares of Common Stock otherwise  deliverable upon the exercise of the Stock Options by the number of shares of  Common Stock having a Fair Market Value equal to the amount of the Purchase  Price and/or Withholding Taxes, as applicable.  (d) Surrender of Stock.  By surrendering, or attesting to the ownership of, shares of  Common Stock that are already owned by the Participant free and clear of any  restriction or limitation, unless the Committee specifically agrees in writing to  accept such shares of Common Stock subject to such restriction or limitation.  Such  shares of Common Stock will be surrendered to the Company in good form for  transfer and will be valued by the Company at their Fair Market Value on the date  of the applicable exercise of the Stock Options, or to the extent applicable, on the  date the Withholding Taxes are to be determined.    9. Adjustment to Stock Options.  In the event of any change with respect to the outstanding  shares of Common Stock contemplated by Section 4.7 of the Plan, the Stock Options may  be adjusted in accordance with Section 4.7 of the Plan.  10. Nontransferable; Requirements of Law. Except as otherwise approved by the Committee,  the Stock Options may not be sold, transferred, conveyed, gifted, assigned, pledged,  encumbered, hypothecated, alienated or otherwise disposed of, other than by will or the  laws of descent and distribution, and any attempt to do so shall be void. The Company shall  not be required to issue any shares of Common Stock in satisfaction of the exercise of all  or a portion of the Stock Options if the issuance of such shares shall constitute a violation  of any provision of any applicable law or regulation of any governmental authority. The  Participant acknowledges that any certificate representing shares of Common Stock to be  issued upon the exercise of the Stock Options may be required to bear any legend that  counsel to the Company believes is necessary or desirable to facilitate compliance with  applicable securities laws. The Company shall have no duty or obligation beyond those  imposed by applicable securities laws generally to affirmatively disclose to the Participant  or a Representative, and the Participant or Representative shall have no right to be advised  of, any material non-public information regarding the Company or an Affiliate at any time  prior to, upon or in connection with the issuance of the shares of Common Stock upon the  exercise of Stock Options.  11. Administration.  The Plan and this Stock Option award are administered by the Committee,  in accordance with the terms and conditions of the Plan.  Actions and decisions made by  the Committee in accordance with this authority shall be effectuated by the Company.   12. Plan and Agreement; Recoupment Policy. The Participant hereby acknowledges receipt of  a copy of the Plan.  The grant of Stock Options is made pursuant to the Plan, as in effect  on the date hereof, and is subject to all the terms and conditions of the Plan, as the same  may be amended or restated from time to time, and of this Agreement.  If there is any  conflict between the provisions of this Agreement and the Plan, the provisions of the Plan  US.351988573.04    6    will govern.  The interpretation and construction by the Committee of the Plan, this  Agreement, and such rules and regulations as may be adopted by the Committee for the  purpose of administering the Plan, shall be final and binding upon the Participant.  The  Company shall, upon written request therefore, send a copy of the Plan, in its then current  form, to the Participant or any other person or entity then entitled to receive the shares of  Common Stock to be issued in connection with the exercise of the Stock Options.  The Company may recover any equity awarded to the Participant under this Agreement, or  proceeds from the sale of such equity, to the extent required by any rule of the Securities  and Exchange Commission or any listing standard of the New York Stock Exchange,  including any rule or listing standard requiring recovery of incentive compensation in  connection with an accounting restatement due to the Company’s material noncompliance  with any financial reporting requirement under the securities laws, which recovery shall be  subject to the terms of any policy of the Company implementing such rule or listing  standard.  13. No Shareholder Rights until Exercise. The grant of the Stock Options does not entitle the  Participant to any of the rights of a holder of the Company’s Company Stock, including  voting and dividend rights. The Participant shall have no rights as a shareholder of the  Company with respect to the shares of Common Stock to be issued upon exercise of the  Stock Options until a stock certificate therefor has been actually or constructively issued  to the Participant in accordance with this Agreement.  14. No Employment Rights.  Neither this Agreement nor the Award evidenced hereby shall  give the Participant any right to continue in the employ of the Company, any Affiliate or  any other entity, or create any inference as to the length of employment of the Participant,  or affect the right of the Company (or any Affiliate or any other entity) to terminate the  employment of the Participant (with or without Cause), or give the Participant any right to  participate in any employee welfare or benefit plan or other program of the Company, any  Affiliate or any other entity.  15. Governing Law. This Agreement, the awards of Stock Options hereunder and the issuance  of Common Stock in connection with the exercise of Stock Options shall be governed by,  and construed and enforced in accordance with, the laws of the State of Minnesota (other  than its laws respecting choice of law).  16. Entire Agreement. This Agreement and the Plan constitute the entire obligation of the  parties hereto with respect to the subject matter hereof and shall supersede any prior  expressions of intent or understanding with respect to this transaction.  17. Amendment.  Any amendment to this Agreement shall be in writing and signed on behalf  of the Company and shall comply with the terms and conditions of the Plan.  18. Waiver; Cumulative Rights.  The failure or delay of either party to require performance by  the other party of any provision hereof shall not affect its right to require performance of  such provision unless and until such performance has been waived in writing.  Each and  US.351988573.04    7    every right hereunder is cumulative and may be exercised in part or in whole from time to  time.  19. Counterparts.  This Agreement may be signed in two (2) counterparts, each of which shall  be an original, but both of which shall constitute but one and the same instrument.  20. Headings.  The headings contained in this Agreement are for reference purposes only and  shall not affect the meaning or interpretation of this Agreement.   21. Severability.  If for any reason any provision of this Agreement shall be determined to be  invalid or unenforceable, such invalidity or unenforceability shall not affect any other  provision hereof, and this Agreement shall be construed as if such invalid or unenforceable  provision were omitted.  22. Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon  each successor and assign of the Company, and upon the heirs, legal representatives and  successors of the Participant.  [Signature page follows.]  US.351988573.04        IN WITNESS WHEREOF, the Company and the Participant have executed this  Stock Option Award Agreement as of the dates set forth below.  REGIS CORPORATION  By:    Name:    Title:   PARTICIPANT: