Exhibit No. 10(e)(*)


 


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 [***NAME***], hereinafter referred to as “Employee.”


 


WHEREAS, this Agreement was initially entered into as of [***DATE***] and was
last amended and restated June 22, 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 time of [his OR her] Separation From Service or, if [he OR she]
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 base salary for the sixty (60)
months immediately preceding Employee’s Separation From Service or disability,
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 during which Employee has been a party to this Agreement or a
prior deferred compensation agreement with the Company, 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

  	
  %

  



 


A
year of service for purposes of vesting shall be a consecutive 12-month period.


 


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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 6(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.


 


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, 


 


4

















 


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 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) above); provided, however, that if Employee
elected to receive monthly payments rather than a lump sum (as provided under
subparagraph (d)), 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 will 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 (6) months, the Corporation shall pay to Employee [his OR her]
Monthly Benefit during each month that Employee remains disabled until [he OR
she] attains age 65 or until [his OR her] death prior to attaining such age, at
which time the payments provided in subparagraph (a) or (b), as
applicable, shall begin.  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
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).


 


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d]            Early Separation.  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 6(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), 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.


 


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.  If Employee dies after
[his OR her] Separation From Service but 


 


6

















 


prior to the date on which [he OR she] elected to receive payment, the
Corporation shall pay to Employee’s Beneficiary the Discounted Vested Monthly
Benefit or the Vested Monthly Benefit that Employee had otherwise elected to
receive for two hundred and forty (240) months.  The first such payment
shall begin within thirty (30) days after Employee’s death.


 


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) 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.


 


Notwithstanding the foregoing provisions of this
paragraph 6 or of the following 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                   
shares of the Corporation’s common stock free of any restrictions on 


 


7

















 


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 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 for a period of twenty-four (24) months
following Employee’s Separation From Service with the Corporation and its
affiliates, [he OR she] 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 


 


8

















 


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 separation 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.             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 or her 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 or her 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.


 


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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.


 


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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [***NAME***]

  



 


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