Exhibit No. 10(d)(*)


 


AMENDED AND RESTATED


SENIOR OFFICER EMPLOYMENT AND


DEFERRED COMPENSATION AGREEMENT


 


This SENIOR OFFICER EMPLOYMENT AND DEFERRED COMPENSATION
AGREEMENT (this “Agreement”),
is hereby amended and restated as of December 31, 2008 (the “Effective Date”), between REGIS CORPORATION, hereinafter referred to
as the  “Corporation,” and Gordon Nelson, hereinafter referred to as “Employee.”


 


WHEREAS, this Agreement was initially entered into as of April 14, 1998,
and was last amended and restated June 29, 2007; and


 


WHEREAS, Employee and the Corporation wish to amend and restate this Agreement
as of the date hereof to incorporate and supersede all prior amendments hereto
and to make certain changes to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”);


 


NOW, THEREFORE, IN CONSIDERATION of the mutual agreements hereinafter
contained, the parties hereby agree as follows:


 


1.                                       Definitions.


 


“Aggregate Benefit” shall be an amount equal to the Employee’s
Monthly Benefit multiplied by 240.


 


“Cause” shall mean: (a) (i) a felony conviction under any Federal or
state statute which is materially detrimental to the financial interests of the
Corporation, or (ii) willful non-performance by Employee of his material
employment duties other than by reason of his physical or mental incapacity
after reasonable written notice to Employee and reasonable opportunity (not
less than thirty (30) days) to cease such non-performance; or (b) Employee
willfully engaging in fraud or gross misconduct which is materially detrimental
to the financial interests of the Corporation.


 


“Change
in Control” shall be deemed to have occurred at such time as
any of the following events occur:


 


(a)                                  any
“person” within the meaning of Section 2(a)(2) of the Securities Act
of 1933 and Section 14(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”), is or has become the “beneficial owner,” as defined in Rule 13d-3
under the Exchange Act, of twenty percent (20%) or more of either (i) the
then outstanding shares of Common Stock of the Corporation (the “Outstanding
Common Stock”) or (ii) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Voting Securities”), except for an acquisition by
an entity resulting from a Business Combination (as defined below) in which
clauses (x) and (y) of subparagraph (b) applies;


 

















 


(b)                                 consummation
of (i) a merger or consolidation of the Corporation with or into another
entity, (ii) a statutory share exchange or (iii) the acquisition by
any person (as defined above) of all or substantially all of the assets of the
Corporation (each, a “Business Combination”), unless immediately following such
Business Combination, (x) all or substantially all of the beneficial
owners of the Outstanding Voting Securities immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty percent
(50%) of the voting power of the then outstanding shares of voting stock (or
comparable voting equity interests) of the surviving or acquiring entity
resulting from such Business Combination (including such beneficial ownership
of an entity that, as a result of such transaction, owns the Corporation or all
or substantially all of the Corporation’s assets either directly or through one
or more subsidiaries), in substantially the same proportions (as compared to
the other beneficial owners of the Corporation’s voting stock immediately prior
to such Business Combination) as their beneficial ownership of the Corporation’s
voting stock immediately prior to such Business Combination and (y) no
person (as defined above) beneficially owns, directly or indirectly, twenty
percent (20%) or more of the voting power of the outstanding voting stock (or
comparable equity interests) of the surviving or acquiring entity (other than a
direct or indirect parent entity of the surviving or acquiring entity, that,
after giving effect to the Business Combination, beneficially owns, directly or
indirectly, 100% of the outstanding voting stock (or comparable equity
interests) of the surviving or acquiring entity), or


 


(c)                                  individuals
who constitute the Corporation’s Board of Directors on the Effective Date (the “Incumbent
Board”) have ceased for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the
Effective Date whose election, or nomination for election by the Corporation’s
stockholders, was approved by a vote of at least three-quarters (75%) of the
directors comprising the Incumbent Board shall be, for purposes of this
Agreement, considered as though such person were a member of the Incumbent
Board.


 


“Discounted Vested Monthly Benefit” shall be an amount determined by discounting
Employee’s Vested Monthly Benefit to present value based on the number of
months between (a) the Employee’s age at the date of his Separation from
Service or, if he elects to defer payment or commencement pursuant to
subparagraph 6(d) of this Agreement, the date of payment or commencement,
and (b) the date of Employee’s 65th birthday.  The discount rate to
be used for this purpose shall be equal to the yield to maturity, at the date
in (a), above, of U.S. Treasury Notes with a maturity date nearest the date of
the Employee’s 65th birthday.


 


“Good Reason”  shall mean the occurrence, without the
express written consent of Employee, of any of the following: (a) any
adverse alteration in the nature of Employee’s reporting responsibilities,
titles, or offices, or any removal of Employee from, or any failure to reelect
Employee to, any such positions, except in connection with a termination of the
employment of Employee for Cause, permanent disability, or as a result of
Employee’s death or a termination of employment by Employee other than for Good
Reason; (b) a reduction by the Corporation in Employee’s base salary as
then in effect; (c) failure by the Corporation to continue in effect
(without substitution of a 


 


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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 Employee is then participating; (d) any material
breach by the Corporation of any provisions of the Agreement; (e) the
requirement by the Corporation that Employee’s principal place of employment be
relocated outside of a thirty (30) mile radius from its existing location; or (f) the
Corporation’s failure to obtain a satisfactory agreement from any successor to
assume and agree to perform Corporation’s obligations under the Agreement; provided that Employee notifies the
Corporation of such condition set forth in clause (a), (b), (c), (d), (e) or
(f) within 90 days of its initial existence and the Corporation fails to
remedy such condition within 30 days of receiving such notice.


 


“Monthly Benefit” shall be an amount equal to the greater of (i) forty
percent (40%) of Employee’s average monthly compensation, excluding bonuses,
for the sixty (60) months immediately preceding Employee’s Separation From
Service or disability (provided that for purposes of such calculation the
Monthly Benefit shall be increased by Two Thousand Five Hundred Dollars
($2,500.00) unless Employee’s employment terminates on or before February 8,
2012 by the Company for Cause or by Employee without Good Reason), and (ii) Five
Thousand Dollars ($5,000.00).


 


“Separation From Service” shall be a separation from service with the
Corporation and its affiliates (other than due to death or disability) within
the meaning of Code Section 409A(a)(2)(A)(i) and Treas. Reg. Section 1.409A-1(h).


 


“Vested Monthly Benefit” shall be a percentage of Employee’s Monthly
Benefit determined on the basis of the number of Employee’s completed years of
service with the Corporation according to the following schedule:


 


	
  Years of Service

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Less than 7
  years

  	
   

  	
  0

  	
  %

  
	
  7 years

  	
   

  	
  5

  	
  %

  
	
  8 years

  	
   

  	
  10

  	
  %

  
	
  9 years

  	
   

  	
  15

  	
  %

  
	
  10 years

  	
   

  	
  20

  	
  %

  
	
  11 years

  	
   

  	
  25

  	
  %

  
	
  12 years

  	
   

  	
  30

  	
  %

  
	
  13 years

  	
   

  	
  35

  	
  %

  
	
  14 years

  	
   

  	
  40

  	
  %

  
	
  15 years

  	
   

  	
  50

  	
  %

  
	
  16 years

  	
   

  	
  60

  	
  %

  
	
  17 years

  	
   

  	
  70

  	
  %

  
	
  18 years

  	
   

  	
  80

  	
  %

  
	
  19 years

  	
   

  	
  90

  	
  %

  
	
  20 or more years

  	
   

  	
  100

  	
  %

  



 


3

















 


A
year of service for purposes of vesting shall be a consecutive 12-month period
during which Employee is employed by the Corporation.


 


2.                                       Employment.  The Corporation agrees to continue to
employ Employee, and Employee agrees to continue to serve the Corporation, upon
the terms and conditions hereinafter set forth.


 


3.                                       Term.  The employment of Employee pursuant to
this Agreement has commenced as of the date of this Agreement and shall
continue until terminated by either of the parties hereto. The parties agree
and acknowledge that the employment of Employee pursuant to this Agreement is
at will and may be terminated by either party without notice. 
Notwithstanding the termination of employment of Employee, this Agreement shall
remain in full force and effect during such time as Employee is or may be
entitled to any Monthly Benefit under this Agreement.


 


4.                                       Duties.  Employee agrees to serve the
Corporation faithfully and to the best of his ability under the direction of
the President and the Board of Directors of the Corporation, devoting his
entire business time, energy and skill to such employment, and to perform from
time to time such services and act in such office or capacity as the President
and the Board of Directors shall request.


 


5.                                       Compensation.  The Corporation agrees to pay to
Employee during the term of his employment hereunder as salary for his full
time active services such compensation as may be mutually agreed upon from time
to time.


 


6.                                       Deferred Compensation.  The Corporation shall pay to Employee,
if living, or, in the event of his death, to Employee’s surviving spouse, or to
such other person or persons as Employee shall have designated in writing (or
in the absence of either, to Employee’s estate) (the “Beneficiary”), the
following sums upon the terms and conditions and for the periods hereinafter
set forth:


 


a]                                         Payments upon Retirement.  On the last day of the month next
following the month in which Employee has a Separation From Service with the
Corporation at or after age 65, or upon the last day of the month next
following the month in which he reaches age 65 if he is then disabled within
the meaning of subparagraph (c), the Corporation shall pay to Employee a lump
sum cash payment of an amount equal to the present value of his Vested Monthly
Benefit.  For the purpose of determining
the present value, the following assumptions shall apply:


 


(1)                                  Interest:
Payments shall be discounted to present value at a rate of interest equal to
the yield to maturity of 30-year U.S. Treasury Notes as of the Employee’s
Separation From Service.


 


(2)                                  Payment
Duration:  It shall be assumed that
payments of the Vested Monthly Benefit will be made for two hundred and forty
(240) months.


 


4

















 


Notwithstanding
the foregoing in this subparagraph 6(a), Employee shall be entitled, by written
election to the Corporation’s Board of Directors, to receive, in connection
with a Separation From Service at or after age 65, to have his Vested Monthly
Benefit paid in monthly payments rather than the lump-sum described above,
provided (x) Employee makes such written election more than 12 months
before Employee attains age 65 (y) such election is not effective for 12
months, and (z) the first installment of the Vested Monthly Benefit is
paid five years after the month next following the month of such Separation
From Service (or if earlier,
upon death or disability pursuant to subparagraphs 6(b) and 6(c),
respectively).  Pursuant to (and subject
to the requirements of) transitional relief 
provided with respect to initial and redeferral elections under Code Section 409A
(including without limitation, IRS Notice 2005-1, Notice 2006-79, the Preamble
to the final Section 409A treasury regulations, and Notice 2007-86, any
election made on or before December 31, 2008 shall not be subject to the
foregoing timing requirements.


 


If
this election is made, the Vested Monthly Benefit will be paid for two hundred
and forty (240) months.  If Employee dies
before receiving all two hundred and forty (240) monthly payments specified
herein, the Corporation shall pay to Employee’s Beneficiary the remaining
unpaid monthly payments as they become due as provided above.


 


b]                                    Payments upon Death before Separation.  If the Employee dies while employed by the Corporation, during
the first six (6) months of disability, or while disability payments are
being paid under subparagraph (c), the Corporation shall pay to Employee’s
Beneficiary a lump sum cash payment of an amount equal to the present value of
Employee’s Monthly Benefit (based on the assumptions listed in subparagraph
(a), but with the 30-year Treasury Note rate determined at the Employee’s
death), provided, however, that if Employee elected to receive monthly payments
rather than a lump sum (as provided under subparagraph (a) and (d), as
applicable based on the age of the Employee at death), the Corporation shall
pay to Employee’s Beneficiary Employee’s full Monthly Benefit for two hundred
and forty (240) months.  The lump sum
payment or the first monthly payment, as applicable, shall be paid within
thirty (30) days after Employee’s death.


 


c]                                     Payments during Disability.  In addition to the payments provided
in subparagraphs (a) and (b), should Employee become disabled while
employed by the Corporation, and such disability continues for a period of six
months, the Corporation shall pay to Employee his Monthly Benefit during each
month that Employee remains disabled until he attains age 65 or until his death
prior to attaining such age, at which time the payment provided in subparagraph
(a) or  (b), as applicable, shall be
paid or begin (in the case of a sump sum, the 30-year Treasury Note rate shall
be determined at age 65 or death, as applicable).  The first payment under
this subparagraph (c) shall be made during the seventh month of such
disability, and each succeeding payment shall be made on the same date 


 


5

















 


of
each succeeding month thereafter.  Payments shall be made under this
subparagraph (c) only if Employee is disabled within the meaning of the
disability clause of an applicable policy’s waiver of premium provision and
within the meaning of “disability” as set forth in Treas. Reg. Section 1.409A—3(i)(4).


 


d]                                    Early Separation


 


(i)                                     In the event Employee has a Separation
From Service  with the Corporation before reaching age 65
(unless the Employee is terminated by the Corporation for Cause, or if the
separation is by reason of disability pursuant to subparagraph (c), or by
reason of death), then on the last day of the month next following the month of
Employee’s Separation From Service, the Corporation shall pay to Employee a
lump sum cash payment of an amount equal to the present value of his Discounted
Vested Monthly Benefit.  For the purpose
of determining the present value, the following assumptions shall apply:


 


(1)                                  Interest:
Payments shall be discounted to present value at a rate of interest equal to
the yield to maturity of 30-year U.S. Treasury Notes as of the Employee’s
Separation From Service.


 


(2)                                  Payment
Duration:  It shall be assumed that
payments of the Discounted Vested Monthly Benefit will be made for two hundred
and forty (240) months.


 


Notwithstanding
the foregoing in this subparagraph 6(d)(i), Employee shall be entitled, by
written election to the Corporation’s Board of Directors, to receive, in
connection with Employee’s Separation From Service prior to age 65, to (i) be
paid the lump sum cash payment on the basis of his Vested Monthly Benefit
rather than the Discounted Vested Monthly Benefit (or based on his Discounted
Vested Monthly Benefit but commencing at a later date if the payment date is
prior to age 65), and/or (ii) to be paid in monthly payments rather than
the lump-sum described above, provided (x) Employee makes such written
election more than 12 months before Employee’s Separation From Service (y) such
election is not effective for 12 months following the date the election is
made, and (z) the first installment of the Monthly Benefit (or the lump
sum payment as applicable) is paid no earlier than five years after the month
next following the month of Employee’s Separation From Service (or if earlier,
upon death or disability pursuant to subparagraphs 6(b) and 6(c),
respectively).  Pursuant to (and subject
to the requirements of) transitional relief 
provided with respect to initial and redeferral elections under Code Section 409A
(including without limitation, IRS Notice 2005-1, Notice 2006-79, the Preamble
to the final Section 409A treasury regulations, and Notice 2007-86, any
election made on or before December 31, 2008 shall not be subject to the
foregoing timing requirements.


 


6

















 


If
monthly payments are elected, the Vested Monthly Benefit (or the Discounted
Vested Monthly Benefit (if payment commences prior to age 65)) will be paid for
two hundred and forty (240) months.  If
Employee dies before receiving all two hundred and forty (240) monthly payments
specified herein, the Corporation shall pay to Employee’s Beneficiary the
remaining unpaid monthly payments as they become due as provided above.


 


(ii)                                  If Employee’s employment is terminated (i) for
any reason after February 8, 2012 but before reaching age 65, or (ii) on
or prior to February 8, 2012 by Employee with Good Reason, due to death or
Disability, or by the Corporation without Cause, then in satisfaction of any
continuation coverage Employee may be entitled to receive under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), during the period commencing on such
termination of employment and continuing through Employee’s attainment of age
65 (or with respect to Employee’s wife, Beverly A. Nelson (“Employee’s wife”), through her attainment
of age 65), Employee and Employee’s wife shall each be entitled to the continuation
of the same or equivalent health, hospitalization, prescription drug and dental
insurance coverage that each had received immediately prior to Employee’s
termination of employment, as if Employee had continued to be an executive
employee of the Corporation.  In the event that Employee or Employee’s
wife is ineligible under the terms of such health or other insurance or
applicable law to continue to be so covered without the imposition of adverse
tax consequences on Employee, the Corporation, at its option, shall provide
Employee or Employee’s wife with substantially equivalent coverage through
other sources or will reimburse Employee or Employee’s wife (as applicable) for
actual premiums paid for such alternative coverage (such as Medicare Part A,
Part B and prescription drug coverage) that Employee obtains for the
payment period.  Any such reimbursement shall be paid by December 31
of the calendar year following the year in which Employee pays such premiums.


 


e]                                      Termination for Cause.  If Employee’s employment with the
Corporation is terminated at any time for Cause, the Corporation shall have no
obligation to make any payments to Employee or his Beneficiary under this
Agreement and all future payments shall be forfeited.


 


The
Corporation is the owner and beneficiary of certain insurance policies on
Employee’s life and insuring against Employee’s disability.  No payments
shall be required under subparagraphs (a), (b), (c) or (d)(i) of this
paragraph, if because of any act by Employee, either (i) the applicable
policy is canceled by the insurance company issuing such policy or (ii) the
insurance company refuses to pay the proceeds of said policy.  The
provisions of the preceding sentence shall be inapplicable and of no further
force or effect upon and after a Change in Control.


 


7

















 


Notwithstanding the foregoing provisions of this
paragraph 6 or paragraph 7, to the extent required in order to be made without
triggering any tax or penalty under Section 409A of the Code if Employee
is a “specified employee” for purposes of Section 409A of the Code,
amounts that would otherwise be payable under this paragraph 6 during the
six-month period immediately following the Employee’s Separation From Service shall
instead be paid on the first business day after the date that is six months
following Employee’s Separation From Service, or, if earlier, the date of
Employee’s death.


 


7.                                       Change in Control.


 


(a)                                   Notwithstanding any other provision of the
Agreement, in the event that Employee’s employment is terminated by the
Corporation without Cause or by Employee with Good Reason within two years
after a Change in Control, Employee shall be paid, within thirty (30) days
after such employment termination, an amount equal to three times the sum of (i) Employee’s
annual base salary, and (ii) the largest annual bonus paid to or earned by
Employee during the thirty-six (36) months immediately preceding the Change in
Control.


 


(b)                                  Notwithstanding any other provision of the
Agreement, if Employee’s employment with the Corporation terminates following a
Change in Control, whether such termination is initiated by Employee or by the
Corporation (unless the termination is by the Corporation for Cause), the lump
sum benefit payable under Section 6(a) or (d), as applicable, will
equal the Employee’s Aggregate Benefit (without any reduction for vesting or
for discounting).


 


(c)                                   Upon a Change in Control, Employee
automatically shall receive 40,000 shares of the Corporation’s common stock free
of any restrictions on exercisability (except as may be imposed by law). 
Any such shares awarded under this subparagraph 7(c) shall be subject to
automatic adjustment by the appropriate Board committee or its delegate to
reflect any Corporation share dividend, share split, combination or exchange of
shares, recapitalization or other change in the capital structure of the
Corporation since the date hereof.


 


(d)                                  In addition to the payments and stock grant
provided in subparagraphs 7(a), (b) and (c) above, and at the time
such payments and grant are made to Employee, the Corporation shall pay to
Employee an amount equal to any excise tax imposed on Employee by Section 4999
of the Code and by any comparable and applicable state tax law (collectively, “Excise Taxes”), as a result of the payments
and stock grant provided in subparagraphs 7(a), (b) and (c) and as a
result of any accelerated vesting of Employee’s options to acquire shares of
the Corporation, and shall further pay to Employee on a “grossed-up” basis all
additional federal and state income taxes and Excise Taxes payable by Employee
as a result of the payments provided in this subparagraph 7(d), so that the net
after-tax amount received by Employee pursuant to this paragraph 7 is equal to
the amount that Employee would have received if no Excise Taxes had been
imposed on income received by or imputed to Employee by reason of the payments
or stock grant pursuant to paragraph 7 hereof or by reason of 


 


8

















 


accelerated
vesting of Employee’s options.  All amounts payable pursuant to this
subparagraph 7(d) shall be paid by the end of Employee’s taxable year next
following Employee’s taxable year in which the related taxes are remitted to
the taxing authority.


 


All
payments required by this paragraph 7 shall be in addition to, and not in lieu
of, any other payments to which Employee is entitled under any other agreement
with the Corporation.


 


The
amounts paid to Employee pursuant to this paragraph shall be in consideration
of Employee’s past services to the Corporation and Employee’s continued
services from the date of this amendment.  The payments required hereunder
shall not be reduced or offset by any future earnings by Employee.


 


8.                                       Restrictive Covenant.


 


a]                                     Employee expressly agrees, as a condition to
the performance by the Corporation of its obligations hereunder, that during
the term of this Agreement and during the further period that such payments to
him are provided by this Agreement, or, if longer, for a period of twenty-four (24)
months following Employee’s Separation From Service with the Corporation, he
will not, directly or indirectly, own any interest in, render any services of
any nature to, become employed by, or participate or engage in the licensed
beauty salon business, except with the prior written consent of the
Corporation.


 


b]                                    If Employee voluntarily incurs a Separation
From Service with the Corporation, and Employee violates the restrictive
covenant set forth in subparagraph (a) above during the first twenty-four
(24) months after such Separation From Service, and such violation continues
for thirty (30) days after Employee is notified in writing by the Corporation
that Employee is in violation of the restrictive covenant, then the Corporation
shall have no further obligation to make any payments to Employee under this
Agreement and all such future payments shall be forfeited.  If such
violation occurs after twenty-four (24) months after such termination and
continues for thirty (30) days after notice as provided hereinabove, Employee
shall forfeit one (1) month of Employee’s Vested Monthly Benefit for each
month that Employee is in violation of the restrictive covenant.


 


c]                                     If Employee’s employment with the Corporation
is terminated by the Corporation without Cause, and if Employee at any time
after such termination continues to violate the restrictive covenant for thirty
(30) days after being notified in writing by the Corporation that Employee is
in violation of the restrictive covenant, Employee shall forfeit one (1) month
of Employee’s Vested Monthly Benefit for each month or portion of a month that
Employee continues in violation of the restrictive covenant.


 


d]                                    The provisions of paragraph 8 of the
Agreement shall be inapplicable and of no further force or effect upon and
after a Change in Control.


 


9

















 


9.                                       Trust Agreement.  The Corporation has established a
Trust Agreement under the Regis Corporation Deferred Compensation Agreement and
said Trust Agreement is hereby incorporated by reference into this Agreement
and made a part hereof.


 


10.                                 Governing Law.  This Agreement shall be construed in
accordance with and governed by the laws of the State of Minnesota.


 


11.                                 Arbitration.  All controversies or claims arising
out of or relating to this Agreement, or the breach thereof, shall be settled
by arbitration in Minneapolis, Minnesota, administered by the American
Arbitration Association under its then current Commercial Arbitration Rules,
and judgment on the award rendered by the arbitrator(s) may be entered in
the District Court of Hennepin County, Minnesota.


 


12.                                 Prohibition against
Assignment. 
Employee agrees, on behalf of himself and his personal representatives, and any
other person claiming any benefits under him by virtue of this Agreement, that
this Agreement and the rights, interests and benefits hereunder shall not be
assigned, transferred or pledged in any way by Employee or any person claiming
under him by virtue of this Agreement, and shall not be subject to execution,
attachment, garnishment or similar process.


 


13.                                 Binding Effect.  This Agreement shall be binding upon
and inure to the benefit of any successor of the Corporation, and any successor
shall be deemed substituted for the Corporation under the terms of this
Agreement.  As used in this Agreement, the term “successor” shall include
any person, firm, corporation or other business entity which at any time,
whether by merger, purchase, or otherwise, acquires all or substantially all of
the capital stock or assets of the Corporation.


 


14.                                 Prior Agreements.  This Agreement supersedes all prior
Employment and Deferred Compensation Agreements, and any amendments or
supplements thereto, between the parties to this Agreement.


 


15.                                 Consulting Arrangement.  Within 60 days after Employee’s termination
of employment with the Corporation (other than for Cause, by reason of death or
Disability, or, on or prior to February 8, 2012, by Employee without Good
Reason), the Corporation and Employee shall enter into a three-year consulting
agreement with regard to the Corporation’s DVD training program (or its
successor) on terms to be reasonably and mutually agreed.


 


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


 


	
   

  	
  REGIS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Paul D. Finkelstein

  
	
   

  	
   

  	
  Paul
  D. Finkelstein,

  Chairman of the Board of Directors, President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/
  Gordon Nelson

  
	
   

  	
   

  	
  Gordon Nelson

  



 


10