Exhibit No. 10(a)(*)
The CORPORATE plan for
Retirement SM
EXECUTIVE PLAN
Adoption Agreement
IMPORTANT
NOTE
This document has not been approved by the
Department of Labor, the Internal Revenue Service or any other
governmental entity. An Employer must determine whether the plan is
subject to the Federal securities laws and the securities laws of
the various states. An Employer may not rely on this document to
ensure any particular tax consequences or to ensure that the Plan
is “unfunded and maintained primarily for the purpose of
providing deferred compensation to a select group of management or
highly compensated employees” under the Employee Retirement
Income Security Act with respect to the Employer’s particular
situation. Fidelity Management Trust Company, its affiliates and
employees cannot and do not provide legal or tax advice or opinions
in connection with this document. This document does not constitute
legal or tax advice or opinions and is not intended or written to
be used, and it cannot be used by any taxpayer, for the purposes of
avoiding penalties that may be imposed on the taxpayer. This
document must be reviewed by the Employer’s attorney
prior to adoption.
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Plan Number: 44352
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ECM NQ 2007 AA
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(07/2007)
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10/29/2008
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© 2007 Fidelity
Management & Research Company
ADOPTION AGREEMENT
ARTICLE 1
1.01
PLAN INFORMATION
(a)
Name of Plan:
This is the Regis Corporation
Executive Retirement Savings Plan (the
“Plan”).
(b)
Plan Status ( Check one.)
:
(1)
Adoption Agreement effective date:
11/15/2008.
(2)
The Adoption Agreement effective
date is (Check (A) or check and complete (B))
:
(A)
o
A new Plan effective
date.
(B)
x
An amendment and restatement of the
Plan. The original effective date of
the Plan was: 7/24/1988.
(c)
Name of Administrator, if not the
Employer:
1.02
EMPLOYER
(a)
Employer Name: Regis
Corporation
(b)
The term “Employer”
includes the following Related Employer(s) (as defined in
Section 2.01(a)(25)) participating in the Plan:
1
1.03
COVERAGE
(Check (a) and/or
(b).)
(a)
x
The following Employees are eligible
to participate in the Plan (Check (1) or (2))
:
(1)
o
Only those Employees
designated in writing by the Employer, which writing is hereby
incorporated herein.
(2)
x
Only those Employees in the
eligible class described below:
All Company officers and all
Highly Compensated Employees as defined in Code
Section 414(q), except those who the Administrator determines
would not be considered a member of a select group of management or
a highly compensated employee within the meaning of Sections
201(2), 301(a)(3) and 401(a)(1) of ERISA.
(b)
o
The following Directors are eligible
to participate in the Plan (Check (1) or (2))
:
(1)
o
Only those Directors
designated in writing by the Employer, which writing is hereby
incorporated herein.
(2)
o
All Directors, effective as of
the later of the date in 1.01(b) or the date the Director
becomes a Director.
(Note: A designation in
Section 1.03(a)(1) or Section 1.03(b)(1) or a
description in Section 1.03(a)(2) must include the
effective date of such participation.)
1.04
COMPENSATION
(If Section 1.03(a) is
selected, select (a) or (b). If Section 1.03(b) is
selected, complete (c))
For purposes of determining all
contributions under the Plan:
(a)
o
Compensation shall be as defined,
with respect to Employees, in the
Plan maintained by the Employer:
(1)
o
to the extent it is in excess of the
limit imposed under Code section 401(a)(17).
(2)
o
notwithstanding the limit imposed
under Code section 401(a)(17).
(b)
x
Compensation shall be as defined in
Section 2.01(a)(9) with respect to Employees (Check
(1), and/or (2) below, if, and as, appropriate)
:
(1)
x
but excluding the
following:
2
Overtime Pay, Commissions, The
value of a qualified or a non-qualified stock option granted to an
Employee by the Employer to the extent such value is includable in
the Employee’s taxable income, Severance Pay and Third Party
Payments of Sick Pay.
(2)
o
but excluding bonuses, except those
bonuses listed in the table in Section 1.05(a)(2).
(c)
o
Compensation shall be as defined in
Section 2.01(a)(9)(c) with respect to Directors, but
excluding the following:
1.05
CONTRIBUTIONS ON BEHALF OF
EMPLOYEES
(a)
Deferral Contributions (Complete
all that apply):
(1)
x
Deferral Contributions. Subject to
any minimum or maximum deferral amount provided below, the Employer
shall make a Deferral Contribution in accordance with, and subject
to, Section 4.01 on behalf of each Participant who has an
executed salary reduction agreement in effect with the Employer for
the applicable calendar year (or portion of the applicable calendar
year).
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Deferral Contributions
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Dollar Amount
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% Amount
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Type of Compensation
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Min
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Max
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Min
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Max
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Base-Salary
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0
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100
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(Note: With respect to each type of
Compensation, list the minimum and maximum dollar amounts or
percentages as whole dollar amounts or whole number
percentages.)
(2)
x
Deferral Contributions with respect
to Bonus Compensation only. The Employer requires Participants to
enter into a special salary reduction agreement to make Deferral
Contributions with respect to one or more Bonuses, subject to
minimum and maximum deferral limitations, as provided in the table
below.
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Treated As
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Dollar Amount
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% Amount
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Deferral Contributions
Type of Bonus
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Performance
Based
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Non-
Performance
Based
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Min
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Max
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Min
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Max
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Incentive Compensation
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Yes
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0
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100
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3
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(Note: With respect to each type of Bonus, list
the minimum and maximum dollar amounts or percentages as whole
dollar amounts or whole number percentages. In the event a bonus
identified as a Performance-based Bonus above does not constitute a
Performance-based Bonus with respect to any Participant, such Bonus
will be treated as a Non-Performance-based Bonus with respect to
such Participant.)
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(b)
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Matching Contributions (Choose (1) or
(2) below, and (3) below, as applicable):
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(1)
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x
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The Employer shall make a Matching Contribution
on behalf of each Employee Participant in an amount described
below:
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(A)
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o % of the
Employee Participant’s Deferral Contributions for the
calendar year.
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(B)
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o The amount, if any, declared by the Employer in
writing, which writing is hereby incorporated herein.
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(C)
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x Other:
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The Employer shall make a
Matching Contribution on each deferral of salary or bonus
compensation made by a Participant who is an officer of the
Corporation in an amount equal to the following percentage of the
officer’s salary and/or bonus contribution for the applicable
period:
Senior Vice Presidents
—25%
Chief Operating Officers —
20%
Vice Presidents —
10%
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(2)
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o
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Matching Contribution Offset. For each Employee
Participant who has made elective contributions (as defined in 26
CFR section 1.401(k)-6 (“QP Deferrals”)) of the maximum
permitted under Code section 402(g), or the maximum permitted under
the terms of the
Plan (the “QP”), to the QP, the Employer shall make a
Matching Contribution in an amount equal to (A) minus
(B) below:
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(A)
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The matching contributions (as defined in 26 CFR
section 1.401(m)-1 (a)(2) (“QP Match”)) that the
Employee Participant would have received under the QP on the sum of
the Deferral Contributions and the Participant’s QP
Deferrals, determined as though—
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·
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no limits otherwise imposed by the
tax law applied to such QP match; and
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·
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the Employee Participant’s
Deferral Contributions had been made to the QP.
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(B)
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The QP Match actually made to such Employee
Participant under the QP for the applicable calendar
year.
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4
Provided, however, that the Matching
Contributions made on behalf of any Employee Participant pursuant
to this Section 1.05(b)(2) shall be limited as provided
in Section 4.02 hereof.
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(3)
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x
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Matching Contribution Limits (Check the
appropriate box (es)) :
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(A)
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x
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Deferral Contributions in excess of
% of the Employee
Participant’s Compensation for the calendar year shall not be
considered for Matching Contributions. See Attachment
B.
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(B)
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x
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Matching Contributions for each Employee
Participant for each calendar year shall be limited to
$ .
See Attachment B.
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(c)
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Employer Contributions
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(1) x
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Fixed Employer Contributions. The Employer shall
make an Employer Contribution on behalf of each Employee
Participant in an amount determined as described below:
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For each Employer fiscal year (July 1
through June 30) that the Employer provides certain executive
Employee Participants with a perquisite account under the Regis
Corporation Executive Perquisite Program (the “Perk Plan
Participants”), the Employer shall make a fixed Employer
Contribution (in addition to the discretionary Employer
Contribution for such fiscal year, if any) on behalf of the Perk
Plan Participants who elect to defer a portion of their perquisite
account. The amount of the fixed Employer Contribution on behalf of
each such Perk Plan Participant shall be equal to the amount
designated by written election made no later than the last day of
the prior fiscal year.
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(2) x
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Discretionary Employer Contributions. The
Employer may make Employer Contributions to the accounts of
Employee Participants in any amount (which amount may be zero), as
determined by the Employer in its sole discretion from time to time
in a writing, which is hereby incorporated herein.
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1.06
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CONTRIBUTIONS ON BEHALF OF
DIRECTORS
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(a) o
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Director Deferral Contributions
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The Employer shall make a Deferral Contribution
in accordance with, and subject to, Section 4.01 on behalf of
each Director Participant who has an executed deferral agreement in
effect with the Employer for the applicable calendar year (or
portion of the applicable calendar year), which deferral agreement
shall be subject to any minimum and/or maximum deferral amounts
provided in the table below.
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5
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Deferral Contributions
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Dollar Amount
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% Amount
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Type of Compensation
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Min
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Max
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Min
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Max
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(Note: With respect to each type of
Compensation, list the minimum and maximum dollar amounts or
percentages as whole dollar amounts or whole number
percentages.)
(b) Matching and Employer
Contributions:
(1)
o
Matching Contributions. The Employer
shall make a Matching Contribution on behalf of each Director
Participant in an amount determined as described below:
(2)
o
Fixed Employer Contributions. The
Employer shall make an Employer Contribution on behalf of each
Director Participant in an amount determined as described
below:
(3)
o
Discretionary Employer
Contributions. The Employer may make Employer Contributions to the
accounts of Director Participants in any amount (which amount may
be zero), as determined by the Employer in its sole discretion from
time to time, in a writing, which is hereby incorporated
herein.
6
1.07
DISTRIBUTIONS
The form and timing of distributions
from the Participant’s vested Account shall be made
consistent with the elections in this Section 1.07.
(a) (1) Distribution
options to be provided to Participants
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(A) Specified
Date
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(B) Specified
Age
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(C) Separation
From Service
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(D) Earlier of
Separation or
Age
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(E) Earlier of
Separation or
Specified Date
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(F) Disability
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(G)
Change
in
Control
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(H) Death
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Deferral Contribution
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x Lump Sum
x Installments
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o Lump Sum
o Installments
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x Lump Sum
x Installments
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o Lump Sum
o Installments
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o Lump Sum
o Installments
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o Lump Sum
o Installments
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o Lump
Sum
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o Lump Sum
o Installments
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Matching Contributions
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x Lump Sum
x Installments
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o Lump Sum
o Installments
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x Lump Sum
x Installments
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o Lump Sum
o Installments
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o Lump Sum
o Installments
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o Lump Sum
o Installments
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o Lump
Sum
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o Lump Sum
o Installments
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Employer Contributions
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x Lump Sum
x Installments
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o Lump Sum
o Installments
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x Lump Sum
x Installments
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o Lump Sum
o Installments
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o Lump Sum
o Installments
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o Lump Sum
o Installments
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o Lump
Sum
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o Lump Sum
o Installments
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(Note: If the Employer elects (F),
(G), or (H) above, the Employer must also elect (A), (B), (C),
(D), or (E) above, and the Participant must also elect (A),
(B), (C), (D), or (E) above. In the event the Employer elects
only a single payment trigger and/or payment method above, then
such single payment trigger and/or payment method shall
automatically apply to the Participant. If the employer elects to
provide for payment upon a specified date or age, and the employer
applies a vesting schedule to amounts that may be subject to such
payment trigger(s), the employer must apply a minimum deferral
period, the number of years of which must be greater than the
number of years required for 100% vesting in any such amounts. If
the employer elects to provide for payment upon disability and/or
death, and the employer applies a vesting schedule to amounts that
may be subject to such payment trigger, the employer must also
elect to apply 100% vesting in any such amounts upon disability
and/or death.)
(2)
x
A Participant incurs a Disability
when the Participant (Check at least one if
Section 1.07(a) (1) (F) or if
Section 1.08(e) (3) is elected) :
(A)
o
is unable to engage in any
substantial gainful activity by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months.
(B)
x
is, by reason of any medically
determinable physical or mental impairment that can be expected to
result in death or can be expected to last for a
7
continuous period of not less than
12 months, receiving income replacement benefits for a period of
not less than 3 months under an accident and health plan covering
employees of the Employer.
(C)
o
is determined to be totally disabled
by the Social Security Administration or the Railroad Retirement
Board.
(D)
o
is determined to be disabled
pursuant to the following disability insurance program:
the
definition of disability under which complies with the requirements
in regulations under Code section 409A.
(Note: If more than one box above is
checked, then the Participant will have a Disability if he
satisfies at least one of the descriptions corresponding to one of
such checked boxes.)
8
(3)
x
Regardless of any payment trigger
and, as applicable, payment method, to which the Participant would
otherwise be subject pursuant to (1) above, the first to occur
of the following Plan-level payment triggers will cause payment to
the Participant commencing pursuant to
Section 1.07(c)(1) below in a lump sum, provided such
Plan-level payment trigger occurs prior to the payment trigger to
which the Participant would otherwise be subject.
Payment Trigger
(A)
x
Separation from Service prior to:
Attainment of Normal Retirement Age of 50.
(B)
o
Separation from Service
(C)
x
Death
(D)
x
Change in Control
(b)
Distribution Election
Change
A Participant
(1)
x
shall
(2)
o
shall not
be permitted to modify a scheduled
distribution election in accordance with
Section 8.01(b) hereof.
(c)
Commencement of
Distributions
(1)
Each lump sum distribution and the
first distribution in a series of installment payments (if
applicable) shall commence as elected in (A), (B) or
(C) below:
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(A)
x
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Monthly on the 1 st day of the month which day next follows
the applicable triggering event described in 1.07(a).
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(B)
o
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Quarterly on the
day of the
following months
,
,
,
or
(list one month in each calendar quarter) which day next
follows the applicable triggering event described in
1.07(a).
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(C)
o
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Annually on the
day of
(month) which day next follows the applicable triggering event
described in 1.07(a).
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(Note: Notwithstanding the above: a
six-month delay shall be imposed with respect to certain
distributions to Specified Employees; a Participant who chooses
payment on a Specified Date will choose a month, year or quarter
(as applicable) only, and payment will be made on the applicable
date elected in (A), (B) or (C) above that falls within
such month, year or quarter elected by the Participant.)
9
(2)
The commencement of distributions
pursuant to the events elected in Section 1.07(a)(1) and
Section 1.07(a)(3) shall be modified by application of
the following:
(A)
o
Separation from Service Event Delay
— Separation from Service will be treated as not having
occurred for months after the date of
such event.
(B)
o
Plan Level Delay — all
distribution events (other than those based on Specified Date or
Specified Age) will be treated as not having occurred for
days
(insert number of days but not more than 30).
(d)
Installment Frequency and
Duration
If installments are available under
the Plan pursuant to Section 1.07(a), a Participant shall be
permitted to elect that the installments will be paid (Complete
1 and 2 below):
(1)
at the following
intervals:
(A)
x
Monthly commencing on the day
elected in Section 1.07(c)(1).
(B)
x
Quarterly commencing on the day
elected in Section1.07(c)(1) (with payments made at
three-month intervals thereafter).
(C)
x
Annually commencing on the day
elected in Section 1.07(c)(1).
(2)
over the following term(s)
(Complete either (A) or (B)) :
(A)
x
Any term of whole years between 1
(minimum of 1) and 20 (maximum of 30).
(B)
o
Any of the whole year terms selected
below.
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q
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(Note: Only elect a term of one year
if Section 1.07(d)(1)(A) and/or
Section 1.07(d)(1)(B) is elected above.)
(e)
Conversion to Lump Sum
o
Notwithstanding anything herein to
the contrary, if the Participant’s vested
10
Account at the time such Account
becomes payable to him hereunder does not exceed
$ distribution of the Participant’s
vested Account shall automatically be made in the form of a single
lump sum at the time prescribed in
Section 1.07(c)(1).
(f)
Distribution Rules Applicable
to Pre-effective Date Accruals
o
Benefits accrued under the Plan
(subject to Code section 409A) prior to the date in
Section 1.01 (b)( 1) above are subject to distribution
rules not described in Section 1.07(a) through (e),
and such rules are described in Attachment A Re: PRE EFFECTIVE
DATE ACCRUAL DISTRIBUTION RULES.
1.08 VESTING
SCHEDULE
(a)
(1)
The Participant’s vested
percentage in Matching Contributions elected in
Section 1.05(b) shall be based upon the following
schedule and unless Section 1.08(a)(2) is checked below
will be based on the elapsed time method as described in
Section 7.03(b).
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Years of Service
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Vesting %
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0
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100
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(2)
o
Vesting shall be based on the class
year method as described in Section 7.03(c).
(b)
(1)
The Participant’s vested
percentage in Employer Contributions elected in
Section 1.05(c) shall be based upon the following
schedule and unless Section 1.08(b)(2) is checked below
will be based on the elapsed time method as described in
Section 7.03(b).
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Years of Service
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Vesting %
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0
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0
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1
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0
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2
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20
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3
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40
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4
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60
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5
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80
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6
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100
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(2)
o
Vesting shall be based on the class
year method as described in Section 7.03(c).
(c)
o
Years of Service shall
exclude (Check one.) :
(1) o for new plans, service prior to the
Effective Date as defined in Section 1.01(b)(2)(A).
(2) o for existing plans converting from
another plan document, service prior to the original Effective Date
as defined in Section 1.01(b)(2)(B).
11
(Note: Do not elect to apply this
Section 1.08(c) if vesting is based only on the class
year method.)
(d)
o
Notwithstanding anything
to the contrary herein, a Participant will forfeit his Matching
Contributions and Employer Contributions (regardless of whether
vested) upon the occurrence of the following event(s):
(Note: Contributions with respect to
Directors, which are 100% vested at all times, are subject to the
rule in this subsection (d).)
(e)
A Participant will be 100% vested in
his Matching Contributions and Employer Contributions upon
(Check the appropriate box(es)) :
(1) x Retirement eligibility is the date
the Participant attains age 50 and completes 0 Years of Service, as
defined in Section 7.03(b).
(2) x Death.
(3) x The date on which the Participant
becomes disabled, as determined under
Section 1.07(a)(2).
(Note: Participants will
automatically vest upon Change in Control if
Section 1.07(a)(1)(G) is elected.)
(f)
x
Years of Service in
Section 1.08 (a)(1) and Section 1.08
(b)(1) shall include service with the following
employers:
all Related Employers as defined
in Sec. 2.01(a)(25)
12
1.09
INVESTMENT
DECISIONS
A Participant’s Account shall
be treated as invested in the Permissible Investments as directed
by the Participant unless otherwise provided below:
Participants listed below shall
be permitted to direct the Employer that their Account be invested
in investments other than the Permissible Investments, as approved
by the Employer; provided however, that the Account of any such
Participant shall be transferred to a separate trust but shall
remain subject to all the Plan terms (other than the terms related
to Investment Decisions), including those terms governing
distributions and elections with respect thereto:
Myron Kunin
1.10
ADDITIONAL
PROVISIONS
The Employer may elect Option below
and complete the Superseding Provisions Addendum to describe
overriding provisions that are not otherwise reflected in this
Adoption Agreement.
x
The Employer has
completed the Superseding Provisions Addendum to reflect the
provisions of the Plan that supersede provisions of this Adoption
Agreement and/or the Basic Plan Document.
13
EXECUTION PAGE
(Fidelity’s Copy)
IN WITNESS WHEREOF, the Employer has
caused this Adoption Agreement to be executed this 10
th day of November, 2008.
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Employer
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Regis Corporation
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By
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/s/ Eric A. Bakken
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Title
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Senior Vice President & General
Counsel
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14
EXECUTION PAGE
(Employer’s Copy)
IN WITNESS WHEREOF, the Employer has
caused this Adoption Agreement to be executed this 10
th day of November, 2008.
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Employer
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Regis Corporation
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By
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/s/ Eric A. Bakken
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Title
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Senior Vice President & General
Counsel
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15
AMENDMENT EXECUTION PAGE
(Fidelity’s Copy)
Plan Name:
Regis Corporation Executive
Retirement Savings Plan (the “Plan”)
Employer:
Regis Corporation
(Note: These execution pages are to be
completed in the event the Employer modifies any prior
election(s) or makes a new election(s) in this Adoption
Agreement. Attach the amended page(s) of the Adoption
Agreement to these execution pages.)
The following section(s) of the
Plan are hereby amended effective as of the date(s) set forth
below:
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Section Amended
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Effective Date
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IN WITNESS WHEREOF, the Employer has
caused this Amendment to be executed on the date below.
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Employer:
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By:
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Title:
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Date:
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16
AMENDMENT EXECUTION PAGE
(Employer’s Copy)
Plan Name:
Regis Corporation Executive
Retirement Savings Plan (the “Plan”)
Employer:
Regis Corporation
(Note: These execution pages are to be
completed in the event the Employer modifies any prior election(s)
or makes a new election(s) in this Adoption Agreement. Attach the
amended page(s) of the Adoption Agreement to these execution
pages.)
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Section Amended
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Effective Date
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IN WITNESS WHEREOF, the Employer has
caused this Amendment to be executed on the date below.
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Employer:
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By:
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Title:
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Date:
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17
ATTACHMENT A
Re: PRE EFFECTIVE DATE ACCRUAL
DISTRIBUTION RULES
Plan Name:
Regis Corporation Executive
Retirement Savings Plan (the “Plan”)
18
ATTACHMENT B
Re: SUPERSEDING PROVISIONS
for
Plan Name:
Regis Corporation Executive
Retirement Savings Plan (the “Plan”)
(a) Superseding
Provision(s) – The following provisions supersede other
provisions of this Adoption Agreement and/or the Basic Plan
Document as described below:
(1) The following
additional provision shall be added to Section 1 .04(b)(1):
For purposes of calculating Employer Contributions, Compensation
shall also exclude Bonuses and the Employer match on contributions
under the Employer’s Contributory Stock Purchase Plan for the
applicable period
(2) The following
additional Payment Trigger shall be added to the end of
Section 1.07(a)(3): The Participant’s Separation
from Service due to (a) (i) a felony conviction under any
Federal or state statute which is materially detrimental to
the financial interests of the Employer, or (ii) the willful
non-performance by Participant of his material employment duties
other than by reason of his physical or mental incapacity
after reasonable written notice to Participant and reasonable
opportunity (not less than thirty (30) days) to cease such
non-performance; or (b) the Participant’s willfully
engaging in fraud or gross misconduct which is materially
detrimental to the financial interests of the
Employer.
(3)
Section 1.05(c)(2) is modified by adding the
following: “Except to the extent otherwise provided in any
such writing, an Employer Contribution will be made to the Accounts
of only those Employee Participants who are employed by the
Employer on the last day of the period to which the Employer
Contribution relates and have completed 1,000 hours of service with
the Employer or a Related Employer during such
period.”
(4) The following exclusion
shall be added at the end of Section 2.01(a)(6): “, but
excluding any unscheduled, discretionary bonus award made to a
Participant that is outside of the Employer’s regular
incentive bonus arrangement
(5)
Section 8.01(a)(3) shall be modified by adding the
following new proviso to the end of the first sentence: “;
provided, however, that an election choosing a payment method with
respect to the Employer Contributions credited to a
Participant’s Account shall be effective for all Employer
Contributions thereafter credited to a Participant’s
Account and may only be modified as provided under
Section 8.01(b)
(6) The following Plan
Level Delay will be added at subsection 1.07(c)(2)(B): - all
distributions to a beneficiary on account of a
Participant’s death will be treated as not having occurred
for 30 days.
(7) The following provision
shall be added at 1.07(a)(1)(E): Distribution shall begin upon
earlier of Separation or Specified Date upon either
Participant’s death or a Separation from Service prior to age
50.
(8) 1. The following new
sentence is added to the end of
Section 1.05(a)(2):
19
Any special salary reduction
agreement for a Deferral Contribution of any portion of a
Participant’s Bonus Compensation that is entered into on or
before the December 31 preceding the end of the applicable
Bonus period shall apply to the calendar year next following the
election.
2. Section 4.01 shall be
amended by deleting the fifth sentence thereof and replacing it
with the following two sentences:
A new election will be effective
as of the first day of the following calendar year and will apply
only to Compensation (other than Bonus Compensation) payable with
respect to services rendered after such date. A separate election
for Bonus Compensation made pursuant to
Section 1.05(a)(2) will be effective as of the first day
of the following calendar year if made on or before the
December 31 preceding the end of the period during which the
services on which the Bonus is based are performed (the
“Bonus Period”), and will apply to Bonus
Compensation attributable to such Bonus Period, including any
portion of the Bonus Period that precedes the date of the
Section 1.05(a)(2) separate election.
1. Section 1.01(b)(2) is
replaced in its entirety by the following:
(2)
The Adoption Agreement effective
date is (Check (A) or check and complete (B))
:
(A)
o
A new Plan effective
date.
(B)
x
An amendment and restatement of the
Plan. The original effective date of the Nonqualified Deferred
Salary Plan: 7/24/1988. The original effective date of the
Executive Profit Sharing Plan: 7/1/1992 .
1. Section 1.05(b)(3) is
replaced in its entirety by the following:
(3)
x
Matching
Contribution Limits (Check the appropriate box (es))
:
(A)
o
Deferral Contributions in excess
of % of the Employee
Participant’s Compensation for the calendar year shall not be
considered for Matching Contributions.
(B)
x
Matching Contributions for each
Employee Participant for each calendar year shall be limited to:
Aggregate Salary and Bonus Contributions in excess of
$100,000 for the applicable period shall not be considered for
Matching Contributions
20
TRUST AGREEMENT
Between
Regis Corporation
And
FIDELITY MANAGEMENT TRUST
COMPANY
Regis Corporation Executive
Retirement Savings Plan Trust
Dated as of November 15,
2008
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Plan Number: 44352
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ECM NQ 2007 TA
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(07/2007)
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09/10/2008
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© 2007 Fidelity Management & Research
Company
TABLE OF
CONTENTS
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Section
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Page
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1
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Definitions
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1
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2
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Trust
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2
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(a) Establishment
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(b) Grantor Trust
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(c) Trust Assets
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(d) Non-Assignment
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3
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Payments to Sponsor
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3
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4
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Disbursement
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4
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(a) Directions from Sponsor
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(b) Limitations
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5
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Investment of Trust
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4
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(a) Selection of Investment Options
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(b) Available Investment Options
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(c) Investment Directions
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(d) Funding Mechanism
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(e) Mutual Funds
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(f) Trustee Powers
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6
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Recordkeeping and Administrative Services to Be
Performed
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7
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(a) Accounts
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(b) Inspection and Audit
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(c) Notice of Plan Amendment
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(d) Returns, Reports and Information
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7
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Compensation and Expenses
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7
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8
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Directions and Indemnification
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8
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(a) Directions from Sponsor
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(b) Directions from Participants
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(c) Indemnification
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(d) Survival
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9
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Resignation or Removal of Trustee
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8
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(a) Resignation and Removal
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(b) Termination
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(c) Notice Period
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(d) Transition Assistance
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(e) Failure to Appoint Successor
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