EMPLOYMENT AND DEFERRED AND COMPENSATION AGREEMENT
AGREEMENT, made September 11, 1995, between
REGIS CORPORATION, hereinafter referred to as
the "Corporation,"
and
hereinafter referred to as
"Employee."
IN CONSIDERATION of the mutual agreements hereinafter contained, the
parties hereby agree as follows:
1. 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.
2. 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.
3. DUTIES. Employee agrees to serve the Corporation faithfully and
to the best of his or her ability under the direction of the Board of Directors
and the President of the Corporation, devoting his or her 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 Board of Directors shall
request.
4. COMPENSATION. The Corporation agrees to pay to Employee during
the period of the term of his or her employment hereunder as salary for his or
her full time active services such compensation as may be mutually agreed upon
between the parties.
5. DEFERRED COMPENSATION. The Corporation shall pay to Employee, if
living, or to others in the event of his death, the following sums upon the
terms and conditions and for the periods hereinafter set forth:
a) PAYMENTS UPON RETIREMENT. Commencing upon the last day of the
month after Employee retires from employment by the Corporation
at or after age 65, or upon the last day of the month in which he
or she reaches age 65 if he or she is then disabled within the
meaning of Section (c), the Corporation shall pay him or her
$5,000.00 and shall continue to pay him or her the same amount
monthly on the same date of each succeeding month thereafter
until a total of 180 monthly payments have been made. If
Employee dies before receiving all of the 180 monthly payments
specified herein, the Corporation shall pay to his or her
surviving spouse, or such other person as he or she may have
designated in writing, the remaining unpaid monthly payments as
they become due as provided above.
b) PAYMENTS UPON DEATH BEFORE RETIREMENT. If Employee dies while
employed by the Corporation, the Corporation shall pay to
Employee or to his or her surviving spouse, or to such other
person as he or she may have designated in writing, the monthly
amount provided in Section 4(a) above for 180 months. The first
payment shall be due within thirty (30) days after Employee's
death with the remaining payments payable according to the terms
of Section 4(a) above.
c) PAYMENTS DURING DISABILITY. In addition to the payments provided
in Sections (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 the
monthly amount provided in Section 4(a) above during each month
that Employee remains disabled until he or she attains the age
of 65 or until his or her death prior to attaining such age, at
which time the payments provided in Sections (a) or (b) shall
begin. The first payment under this Section (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.
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The Corporation is the owner and beneficiary of certain insurance
policies covering the Employee's life and insuring against Employee's
disability. No payments shall be required under Sections (a), (b) or (c) of
this paragraph if because of any act by Employee the applicable policy is
canceled by the insurance company issuing such policy or the insurance
company refuses to pay the proceeds of said policy. Payments shall be made
under Section (c) only if Employee is disabled within the meaning of the
disability clause of said policy, as set forth in the waiver of premium
provision.
6. EARLY TERMINATION. Anything in this agreement to the contrary
notwithstanding, in the event that Employee is terminated by the Corporation
other than for cause, and Employee has either (i) completed twenty (20) years of
service with the Corporation, or (ii) has attained the age of sixty-five (65),
Employee's rights under this agreement will be fully vested and Employee will
receive the compensation at such times and in such manner as provided in Section
5 hereof. If Employee voluntarily terminates his or her employment with the
Corporation before reaching age 65, or is terminated at any time for cause, all
deferred compensation benefits pursuant to this agreement shall be forfeited.
For purposes of this agreement "cause" shall mean dishonesty or willful
misconduct.
7. RESTRICTIVE COVENANT. 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
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further period for such payments to Employee are provided by this agreement, he
or she will not, directly or indirectly, render any services of any nature to or
become employed by or participate or engage in any business competitive with the
business of the Corporation.
8. PROHIBITION AGAINST ASSIGNMENT. Employee agrees, on behalf of himself
or herself and his or her personal representatives, heirs, legatees,
distributees, and any other person or persons 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 Employee by virtue of this agreement,
and shall not be subject to execution, attachment, garnishment or similar
process.
9. 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 assets or business of the
corporation.
10. PRIOR AGREEMENTS. This agreement supersedes all prior Employment and
Deferred Compensation Agreements, and any amendments or supplements thereto,
between the parties to this agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as
of the day and year first above written.
REGIS CORPORATION
In the presence of:
By [ILLEGIBLE]
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President
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