Exhibit 10(f)
SECOND AMENDMENT
TO
COMPENSATION AND NON-COMPETITION AGREEMENT
This Second
Amendment to Compensation and Non-Competition Agreement is made and
entered into this 9th day of February, 2000, by and between Regis
Corporation, a Minnesota corporation (the
“Corporation”), and Myron Kunin
(“Kunin”).
WHEREAS , on May 7,
1997, the Corporation and Kunin entered into a Compensation and
Non-Competition Agreement (“Agreement”) providing for
Kunin’s continued services to the Corporation and restricting
Kunin from entering into any business competitive with the business
conducted by the Corporation, and
WHEREAS , the
Agreement was amended on November 21, 1997, to permit Kunin to
enter into certain businesses without violating his non-competition
covenants, and
WHEREAS , the
parties desire to modify the Agreement to grant Kunin certain
rights in the event of a Change in Control of the Corporation (as
hereinafter defined).
NOW, THEREFORE , in
consideration of the above premises and for other good and valuable
consideration, the parties hereby agree as follows:
1.
The Agreement is hereby amended by adding the following
definitions:
“Accelerated
Compensation” shall be an amount equal to
Kunin’s annual compensation multiplied by the Joint Life
Expectancy of Kunin and his spouse, without any discount to present
value.
“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 the common stock
of the Corporation, or (ii) approval by the stockholders of the
Corporation of (a) any consolidation or merger of the Corporation
in which the Corporation is not the continuing or surviving
corporation or pursuant to which shares of stock of the Corporation
would be converted into cash, securities or other property, or (b)
any consolidation or merger in which the Corporation is the
continuing or surviving corporation but in which the common
stockholders of the Corporation immediately prior to the
consolidation or merger do not hold at least a majority of the
outstanding common stock of the continuing or surviving
corporation, or (c) any sale, lease, exchange or other transfer of
all or substantially all the assets of the Corporation, or (iii)
individuals who constitute the Corporation’s Board of
Directors on January 1, 2000 (the “Incumbent Board”)
have ceased for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to
January 1, 2000 whose election, or nomination for
election by the
Corporation’s stockholders, was approved by a vote of at
least three-quarters (3/4) of the directors comprising the
Incumbent Board (either by specific vote or by approval of the
proxy stat
