Exhibit No. 10(f)(*)


 


AMENDMENT
TO


AMENDED
AND RESTATED COMPENSATION AGREEMENT


FOR
MYRON KUNIN


 


This Amendment (the “Amendment”)
to the Amended and Restated Compensation Agreement entered into between Regis
Corporation, a Minnesota corporation (the “Corporation”), and Myron Kunin (“Kunin”)
as of June 29, 2007 is hereby entered into as of December 23, 2008
(the “Effective Date”).  The Corporation
and Kunin shall be referred to herein together as “the Parties.”


 


WHEREAS, the Parties previously
entered into a Compensation and Non-Competition Agreement, dated May 7,
1997 (the “Original Agreement”); and


 


WHEREAS, the Original Agreement
was amended from time to time and was last amended and restated as of June 29,
2007 (the “Restated Agreement”); and


 


WHEREAS, the Parties wish to
amend the Restated Agreement as of the date hereof 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.             Paragraph
1 of the Restated Agreement shall be amended by deleting it in its entirety and
replacing it as follows:


 


Continued
Compensation Payments. 
The Corporation shall continue to pay Kunin the amount specified under
the Agreement, that is, $600,000 per year, increased each year, commencing July 1,
1997, in proportion to any increase in the consumer price index (as defined in
the Original Agreement) from July 1, 1996, to each July 1 thereafter
in which payments are made to Kunin under the Restated Agreement.  Such amount shall be paid to Kunin on a
monthly basis for his lifetime.  Under no
circumstances shall the annual amount payable to Kunin pursuant to this
paragraph 1 be decreased in any year.


 


2.             Paragraph
5 of the Restated Agreement shall be amended by deleting it in its entirety and
replacing it as follows:


 


Change in
Control Benefits. 
In addition to the benefits payable to Kunin under other provisions of
this Restated Agreement, in the event a Change in Control of the Corporation
occurs at any time prior to Kunin’s death, the Corporation shall provide to
Kunin the benefits described in (a), (b), (c), (d) and (e) below:


 


(a)           In lieu of the monthly payments provided under paragraph 1
above, the Corporation shall pay to Kunin within five (5) days after a 


 

















 


Change in Control occurs
(provided that for this purpose the Change in Control must also be a change in
control event under Treas. Reg. Section 1.409A-3(i)(5)) a single lump sum
payment equal to the then present value of the future monthly payments
described under paragraph 1 above.  The
discount rate to be used for this purpose shall be equal to the yield to
maturity, at the date of the Change in Control, of U.S. Treasury Notes with a
maturity date nearest the Joint Life Expectancy (as defined in Section 6(d) below)
of Kunin and his spouse.


 


(b)           On the day on which a Change in Control occurs, the
Corporation shall pay to Kunin an amount equal to three times the annual
compensation described in paragraph 1, above, for the 12-month period
immediately preceding the Change in Control.


 


(c)           The excess of:  (i) Kunin’s
“adjusted annual compensation” multiplied by the Joint Life Expectancy (as
defined in Section 6(d) below) of Kunin and his spouse, as determined
as of the date of the Change in Control, with no discount for present value;
over (ii) the present value of the future monthly benefits payable to
Kunin pursuant to paragraph 5(a) above as of the date of the Change in
Control.  Such amount shall be paid to
Kunin in a single sum within thirty (30) days following the date of the Change
in Control.  For purposes of this
subparagraph (c), Kunin’s “adjusted annual compensation” shall mean the annual
amount payable to Kunin pursuant to paragraph 1 above as of the date of the
Change in Control, increased by four percent (4%) for each year in the Joint Life
Expectancy.


 


(d)           200,000  shares of the Corporation’s common
stock free of any restrictions on exercisability (except as may be imposed by
law), deliverable to Kunin upon the Change in Control.  Any such shares awarded under this
subparagraph 5(d) 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.


 


(e)           An amount equal to any excise tax imposed on Kunin by Section 4999
of the Code and by any comparable and applicable state law (collectively, “Excise
Taxes”), as a result of the payments and stock grant provided under
subparagraphs (a), (b),(c) and (d) of this paragraph 5, and as a
result of any accelerated vesting of Kunin’s options to acquire shares of the
Corporation, and shall further pay to Kunin on a “grossed-up” basis all
additional federal and state income taxes and Excise Taxes payable by Kunin as
a result of the payments provided in this subparagraph 5(e), so that the net
after-tax amount received by Kunin pursuant to this paragraph 5 is equal to the
amount that Kunin would have received if no Excise 


 


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Taxes had been imposed on
income received by or imputed to him by reason of the payments or stock grant
pursuant to this paragraph 5 or by reason of accelerated vesting of Kunin’s
options.  All amounts payable to Kunin
pursuant to this subparagraph 5(e) shall be paid by the end of his taxable
year next following his taxable year in which the related taxes are remitted to
the taxing authority.


 


3.             Paragraph 6(b) of the Restated Agreement shall be
deleted in its entirety and replaced with the following new paragraph 6(b):


 


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


 


(i)                                     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 (A) the
then outstanding shares of Common Stock of the Corporation (the “Outstanding
Common Stock”) or (B) 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 (1) and (2) of subparagraph (ii) applies;


 


(ii)           consummation of (A) a
merger or consolidation of the Corporation with or into another entity, (B) a
statutory share exchange or (C) 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, (1) 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 (2) 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, 


 


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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


 


(iii)          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.


 


4.               A
new paragraph 6(d) shall be added to the Restated Agreement as follows:


 


(d)           “Joint Life Expectancy” shall mean
the number of years of life expectancy of Kunin and his spouse at the time of a
Change in Control, as determined by the Joint Life and Last Survivor Expectancy
table published in IRS Publication 590, a successor publication, or in the
absence of either, a comparable table or tables published by a recognized
non-public authority.  If Kunin’s spouse
is not living at the time of a Change in Control, the Single Life Expectancy
table shall be used in lieu of the Joint Life and Last Survivor Expectancy
table.


 


IN WITNESS WHEREOF, the Parties hereto have
executed Amendment 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/ Myron Kunin

  
	
   

  	
   

  	
  Myron Kunin

  



 


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