| 1. |
Duties/Location. Commencing on the Start Date, you will
have the duties, responsibilities, and authority customarily held by the chief executive officer of a publicly traded corporation. You shall devote your full working time to your duties hereunder; provided that you may (i) serve on civic or
charitable boards or engage in charitable activities without remuneration therefor, (ii) serve on “for profit” boards, with the prior consent of the Board of Directors of the Company (the “Board”) and (iii) manage your personal investments (so long as such investment activities are of a passive nature), provided that such activities in subsections (i), (ii) and (iii) do not, individually
or in the aggregate, (A) conflict materially with the performance of your duties under this letter agreement, (B) conflict with the your fiduciary duties to the Company, or (C) result in a breach of the restrictive covenants to which you are
bound. Your principal place of employment will be in the Minneapolis, Minnesota metropolitan area and you shall relocate to such area no later than the first anniversary of the Start Date. You understand and agree that you may be required to
travel from time to time as necessary to perform your duties for the Company.
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| 2. |
Base Salary. You will be paid a base salary at an annual rate of $700,000 (“Base Salary”), payable in
accordance with the Company’s payroll practices for executives. Your Base Salary is subject to review by the Compensation Committee of the Board (“Committee”)
and may be increased but not decreased (other than as provided in the definition of Good Reason).
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| 3. |
Annual Bonus. During the period of your employment, you
shall be eligible for a cash bonus under the Regis Corporation Short Term Incentive Plan (the “STIP”) for each fiscal year, with an annual target
payout equal to 125% of your Base Salary and a maximum payout of 225% of your Base Salary. Your annual bonus for fiscal year 2021 shall be pro-rated based on the number of days you are employed by the Company for such fiscal year. Payment of
any earned annual bonus shall be made in accordance with the terms and conditions of the STIP (and the Company’s Senior Executive Severance Policy, if applicable). You will be eligible to participate in the Regis Corporation Stock Purchase
and Matching RSU Program in accordance with the terms and conditions of such program.
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| 4. |
Sign-On Bonus. Within thirty (30) days following the Start
Date, you shall receive a lump sum cash payment equal to $2,500,000. If you resign from the Company without Good Reason (as defined below) or your employment is terminated by the Company for Cause (as defined below), in each case, prior to
the first (1st) anniversary of the Start Date, you shall repay to the Company within thirty (30) days following such resignation or termination, an amount equal to $2,500,000 multiplied by the fraction, the numerator of which is the number of
days remaining until such first anniversary of the Start Date and the denominator of which is 365.
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[Company Letterhead] |
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| 5. |
Equity Awards. On the Start Date, you will be granted the
equity awards described below. These awards will be subject to the Company’s 2018 Long Term Incentive Plan (“LTIP”) and the award agreements governing
such awards, which will contain the terms below. In the event that any awards cannot be granted pursuant to the terms of the LTIP, such awards will be granted under the “inducement grant” exception under the rules of the NYSE, on terms and
conditions substantially comparable to the terms of the LTIP.
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[Company Letterhead] |
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| 6. |
Relocation Benefits. The Company will reimburse you for
reasonable and documented out-of-pocket expenses incurred by you in connection with your relocation to the Minneapolis, Minnesota area, including for temporary housing in the Minneapolis, Minnesota area for up to the twelve (12) months
following the Start Date, up to an aggregate amount of $150,000, and in accordance with the Company’s relocation policy. Such reimbursement shall be paid in calendar year 2021.
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| 7. |
Employee Benefits. You will be eligible to participate in
executive level perquisites and employee benefit plans and programs generally available to other senior executives of the Company, subject to the terms and conditions of such plans and programs. A summary of the Company’s current benefit
plans and programs has been provided to you.
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| 8. |
Expense Reimbursement. The Company will reimburse you for
expenses incurred in connection with the performance of your duties for the Company in accordance with the Company’s Business Travel & Entertainment Policy.
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| 9. |
Company Policies. As an executive of the Company, you are
required to comply with the Company’s standard policies and procedures including, the Code of Business Conduct and Ethics, and Policy on Insider Trading.
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| 10. |
Additional Agreements. As a condition to your employment
with the Company, you shall execute the Non-Compete, Non-Disclosure, Non-Solicitation and Non-Hire Agreement attached hereto as Exhibit B and the
Arbitration Agreement attached hereto as Exhibit C.
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| 11. |
Termination of Employment. You will be employed by the
Company “at-will”, which means that you or the Company may terminate your employment at any time and for any reason or no reason; provided, however, that you are required to provide the Company with at least 90 days written notice of your
resignation without Good Reason. Notwithstanding the foregoing, the Company may, in its sole and absolute discretion, by written notice to you, accelerate such date of termination. All base salary, benefits and other compensation will end
upon the termination of your employment except as required by applicable law or as otherwise provided herein.
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[Company Letterhead] |
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[Company Letterhead] |
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| 12. |
Acknowledgement. You hereby represent and warrant to the
Company that (i) the execution, delivery and performance of this letter agreement by you does not and shall not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which
you are a party or by which you are bound, (ii) you are not a party to or bound by any employment agreement, non-compete agreement or confidentiality agreement with any other person or entity and (iii) upon the execution and delivery of this
letter agreement by you and the Company, this letter agreement shall be the valid and binding obligation of you on and after the date hereof, enforceable in accordance with its terms.
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| 13. |
Indemnification. The Company shall indemnify you to the
maximum extent permitted by applicable law and the Company’s Bylaws in respect of your services as an officer of the Company and its affiliates.
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| 14. |
Withholding. The Company shall have the right to withhold
from any amount payable hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.
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| 15. |
Section 409A. The payments and benefits under this letter
agreement are intended to comply with or be exempt from Section 409A of Code, and the regulations and guidance promulgated thereunder (collectively “Section 409A”),
whether pursuant to the short-term deferral exception or otherwise, and, accordingly, to the maximum extent permitted, this letter agreement shall be interpreted to be exempt from Section 409A. For purposes of Section 409A, your right to
receive any installment payments pursuant to this letter agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this letter agreement specifies a payment period with reference to
a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Company. A termination of
employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits considered “nonqualified deferred compensation” under Section 409A upon or following a
termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A. If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section
409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made
or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service,” and (ii) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this provision (whether they would have otherwise been payable in a single sum or in
installments in the absence of such delay) shall be paid or reimbursed on the first business day following the expiration of the Delay Period to you in a lump sum, and any remaining payments and benefits due under this Letter Agreement shall
be paid or provided in accordance with the normal payment dates specified for them herein.
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[Company Letterhead] |
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Sincerely, |
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/s/ Amanda P. Rusin |
| Amanda P. Rusin | |
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Title: SVP, General Counsel and Corporate Secretary |
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Date: September 4, 2020 |
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| Agreed and accepted: |
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| /s/ Felipe A. Athayde |
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| Felipe A. Athayde |
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| Date: September 4, 2020 |
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TO:
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Felipe A. Athayde
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FROM:
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Regis Corporation
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DATE:
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___________, 20__
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| 1. |
Termination. Regis has terminated your employment effective on [Date]
(“Departure Date”).
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| 2. |
Payments Upon Termination.
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| a. |
Whether or not you sign this Agreement, Regis will pay you:
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| 1) |
All wages you have earned through and including the Departure Date; and
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| 2) |
Reimbursement for all necessary business expenses you have incurred through ___________________ if any, for which you seek reimbursement. Any such request for
reimbursement must be submitted by ____________ to comply with Regis’ policies regarding reimbursement requests and be directed to General Counsel - Regis Corp., 3701 Wayzata Boulevard, Suite 500, Minneapolis, MN 55416. Thereafter, you
agree that you will be ineligible for further expense reimbursement from Regis, unless otherwise required by law. Upon submission of timely request for reimbursement, Regis will reimburse you for all necessary business expenses you
incurred pursuant to the Company’s regular business practices.
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| 3) |
Any medical expenses incurred under the ExecMed Program that are incurred on or before ____________________, which reimbursements will be made in the normal course
upon timely presentation of claims;
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| 4) |
All compensation accrued as of the date of your termination under each plan or program of the corporation in which you may be participating at the time of termination
in accordance with the terms of such plan or program, including but not limited to the Executive Retirement Savings Plan and the Long-Term Incentive Plans and equity awards thereunder. This Agreement has no effect on such plans and the
amount to which Employee is entitled under the foregoing is subject to each plan’s terms and conditions and Employee is not releasing any rights he has to
compensation under these plans. For sake of clarity “all compensation accrued as of the date of your termination under each plan or program of the corporation” will specifically include Employee’s contributions and all matching
contributions made by Regis to the Executive Retirement Savings Plan. No deductions or withholdings will be made for contributions to employment plans such as 401(k) or any employee stock purchase plan. Regis will issue an IRS Form W-2
for the full amount of this payment.
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| 5) |
Equity Compensation in accordance with the plan documents.
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| b. |
Severance Payment. Subject to Employee signing and not revoking this
Agreement, and the Employee remaining in strict compliance with the terms of this Agreement and any other written agreements between Regis and Employee, you will receive the severance payments and benefits continuation described in Section
11 of the Letter Agreement.
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| 3. |
Non-disparagement Restrictions. To the fullest extent permitted by law,
you also agree not to make or endorse any disparaging or negative remarks or statements (whether oral, written, or otherwise) concerning Regis or its predecessors, successors, and/or assigns, as well as past and present officers, directors,
agents, and/or employees. To the fullest extent permitted by law, the Company shall instruct its current officers and directors not to make or endorse any disparaging or negative remarks or statements (whether oral, written, or otherwise)
about you. Nothing in this paragraph shall prevent Regis or you from providing truthful testimony and/or information in response to a lawful subpoena, court order or governmental inquiry. Furthermore, nothing in this paragraph shall be
applied to limit or interfere with your right to engage in the “Protected Activities” as defined in Section 13 below.
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| 4. |
Non-Disclosure of Confidential or Proprietary Information; Compliance With
Non-Competition and Non-Solicitation Restrictions. Employee hereby acknowledges each of Employee’s obligations under that certain Non-Compete, Non-Disclosure, Non-Solicitation and Non-Hire Agreement dated [DATE] (“RCA”),
reaffirms such obligations, and agrees that Employee shall continue to be bound each of these obligations after the Departure Date without any modification.
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| 5. |
Return of Corporate Property. By signing below, you represent and warrant
that all Regis property has been returned to Regis, and that you have not retained any copies, electronic or otherwise, of any Regis property. Notwithstanding this paragraph of this Agreement, you may keep documents pertaining to your
compensation and/or benefits.
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| 6. |
Litigation and Other Legal Matters. Employee agrees to be reasonably
available upon reasonable notice from Regis, with or without subpoena, to be interviewed, review documents or things, give depositions, testify, or engage in other reasonable activities, including in connection with any pending and future
litigation, investigations, arbitrations, and/or other fact-finding or adjudicative proceedings, public or private, internal or external to Regis or any of the other Released Parties, with respect to matters of which Employee has knowledge
or should have knowledge. Regis will cooperate with Employee’s reasonable scheduling needs; will reimburse Employee for Employee’s reasonable expenses incurred in connection with Employee’s obligations under this paragraph; and will
negotiate in good faith and agree upon an appropriate per diem or hourly rate for any cooperation and/or assistance provided by Employee after the Departure Date.
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| 7. |
References. You agree that you will refer all reference checks regarding
your employment with Regis to [Name] at [Number]. For all reference checks that are referred to such person, references will be limited to confirmation of your dates of employment and last position held.
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| 8. |
General Release.
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| a. |
In exchange for the benefits promised you in this Agreement, you agree to irrevocably and unconditionally release and discharge Regis, its predecessors, successors,
and assigns, as well as past and present officers, directors, employees, and agents (collectively, the “Released Parties”), from any and all claims, liabilities, or promises, whether known or unknown, arising out of or relating to your
employment with Regis through the date you sign this Agreement. You waive these claims on behalf of yourself and your heirs, assigns, and anyone making a claim through you. The claims waived and discharged include, but are not limited to,
claims under or relating to:
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| • |
Title VII of the Civil Rights Act of 1964;
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| • |
Sections 1981 through 1988 of Title 42 of the United Sates Code;
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| • |
The Civil Rights Act of 1991;
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| • |
The Employee Retirement Income Security Act of 1974 (except for any vested benefits under any tax qualified benefit plan);
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| • |
The Age Discrimination in Employment Act of 1967 (the “ADEA”);
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| • |
The Rehabilitation Act of 1973;
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| • |
The Immigration Reform and Control Act;
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| • |
The Americans with Disabilities Act of 1990;
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| • |
The Americans with Disabilities Amendments Act of 2008;
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| • |
The Fair Credit Reporting Act;
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| • |
The Sarbanes-Oxley Act of 2002, to the extent permitted by law;
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| • |
The Occupational Safety and Health Act;
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| • |
The Family and Medical Leave Act of 1993;
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| • |
The Equal Pay Act;
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| • |
The Genetic Information Nondiscrimination Act;
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| • |
The Worker Adjustment and Retraining Notification Act;
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| • |
The Minnesota Human Rights Act, Minn. Stat. § 363A.01, et seq.;
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| • |
The Minnesota Human Rights Act;
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| • |
The Minnesota Whistleblower Protection Act;
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| • |
The Minnesota Statutory Provisions regarding Retaliation for Filing a Workers’ Compensation Claim;
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| • |
The Minnesota Parental Leave Act;
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| • |
The Minnesota Age Discrimination Act;
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| • |
The Minnesota Equal Pay For Equal Work Law;
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| • |
The Minnesota Fair Labor Standards Act;
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| • |
The Minnesota Discrimination for Lawful Activities Law;
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| • |
The Minnesota Wage-Hour and Wage-Payment Laws;
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| • |
The Minnesota Occupational Safety and Health Act;
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| • |
The Minnesota Personnel Record Review Statute;
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| • |
Laws enacted under the Minnesota Women’s Economic Security Act;
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| • |
The non-discrimination and anti-retaliation provisions of the Minnesota State Workers’ Compensation and/or Disability Benefits Laws;
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| • |
Any other federal, state or local civil or human rights law or any other local, state or federal law, rule, regulation, code, guideline or ordinance, including but
not limited to those relating to bias, whistleblower, discrimination, retaliation, compensation, employment or labor;
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| • |
Any public policy, contract (oral or written, express or implied), tort, or common law; or
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| • |
Any statute, common law, agreement or other basis for recovering any costs, fees, or other expenses, including attorneys’ fees and/or costs.
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| 9. |
Binding Nature of Agreement. This Agreement is binding on the parties and
their heirs, administrators, representatives, executors, successors, and assigns.
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| 10. |
Compliance with the Age Discrimination in Employment Act (“ADEA”) and Notice of Right
to Consider and Rescind Agreement. You understand that this Agreement has to meet certain requirements to validly release any claims you might have under the Minnesota Human Rights Act (MHRA) and the ADEA (including under the
Older Workers’ Benefit Protection Act), and you represent that all such requirements have been satisfied, including that:
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| a. |
The Agreement is written in a manner that is understandable to you;
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| b. |
You are specifically waiving ADEA rights;
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| c. |
You are not waiving ADEA rights arising after the date of your signing this Agreement;
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| d. |
You are receiving valuable consideration in exchange for execution of this Agreement that you would not otherwise be entitled to receive;
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| e. |
Regis is hereby, in writing, encouraging you to consult with an attorney before signing this Agreement; and
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| f. |
You received 21 days to consider this Agreement and at least 15 days to rescind.
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| 11. |
Notice of Right to Consider and Rescind Agreement. You have twenty-one (21) days to consider this Agreement and decide whether to sign it, however, you cannot sign this Agreement before . Regis hereby advises Employee to consult with an attorney of his/her choice before signing this Agreement releasing any rights
or claims that he believes she/he may have under the Age Discrimination in Employment Act, the Minnesota Human Rights Act (MHRA) or the Age Discrimination in Employment Act (“ADEA”). Once this Separation Agreement is executed, Employee may
rescind this Separation Agreement within fifteen (15) calendar days to reinstate any claims under the ADEA. To be effective, any rescission within the relevant time period must be in writing and delivered to Regis, in care of General
Counsel, 3701 Wayzata Boulevard, Suite 500, Minneapolis, MN 55416, by hand or by mail within the fifteen (15) day period. If delivered by mail, the rescission must be: (1) postmarked within the fifteen (15) day period; (2) properly
addressed to Regis; and (3) sent by certified mail, return receipt requested.
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| 12. |
No Assignment. Employee warrants that she/he has not assigned, transferred
nor purported to assign or transfer any claim against Regis or the Released Parties, and that he will not assign or transfer nor purport to assign or transfer hereafter any claim against Regis or the Released Parties.
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| 13. |
Protected Activities. You and the Company each acknowledge and agree that
nothing in this Agreement shall be applied to limit or interfere with your right, without notice to or authorization of the Company, to communicate and cooperate in good faith with a Government Agency for the purpose of (i) reporting a
possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or other
information, or (iii) filing a charge or complaint with a Government Agency. For purposes of this Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety
and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission. You
understands that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an
attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings if you
file a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to your attorney in such lawsuit, provided that you must file any document containing the trade secret under seal, and you may not disclose the
trade secret, except pursuant to court order. However, you are not authorized to make any disclosures as to which the Company may assert protection from disclosure under the attorney-client privilege or the attorney work product doctrine,
without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company. The disclosures and actions protected in this Section 12 are referred to herein as “Protected Activities.”
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| 14. |
Severability. The provisions of this Agreement are severable. If any
provision (excluding the General Release above) is held to be invalid or unenforceable, it will not affect the validity or enforceability of any other provision.
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| 15. |
Entire Agreement. This Agreement, Letter Agreement, ACA, and Arbitration
Agreement between you and the Company dated [DATE] and [Insert relevant equity awards], Except to the extent that you have an arbitration agreement with Regis, set out the entire agreement between you and Regis and supersede any and all
prior oral or written agreements or understandings between you and Regis concerning your termination of employment. You acknowledge you have not relied on any representations, promises, or agreements of any kind made to you in connection
with your decision to accept this Agreement and General Release, except for those set forth in this Agreement and General Release.
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| 16. |
Employee Affirmations. You represent that you:
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| a. |
have not filed, caused to be filed, or presently are a party to any claim against Regis or any other Released Parties;
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| b. |
with the exception of the compensation and benefits described in Paragraph “2.b” above, affirm that you have been paid all compensation, wages, bonuses, commissions,
and/or benefits to which you may be entitled from Regis, and, if applicable, you have reported all of the hours you worked as of the date you sign this Agreement and General Release. You further affirm that Regis has granted you any leave
to which you were entitled from Regis under the Family and Medical Leave Act or related state or local leave or disability accommodation laws;
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| c. |
affirm that you have no known workplace injuries or occupational diseases;
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| d. |
affirm that you have not divulged any financial, proprietary or confidential information of Regis and will continue to maintain the confidentiality of such
information consistent with Regis’s policies, your agreement(s) with Regis and/or any applicable common law, with the exception of any voluntary communication with the Securities and Exchange Commission;
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| e. |
affirm that you have not been retaliated against for reporting any allegations of wrongdoing by Regis, any of Regis’s officers or any other Released Parties,
including any allegations of corporate fraud. Both Parties acknowledge that this Agreement and General Release does not limit either party’s right, where applicable, to file or to participate in an investigation proceeding of any federal,
state or local governmental agency, including providing documents or other information. This Agreement does not limit your right to receive an award for information provided to any government agency;
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| f. |
affirm that all of Regis’s decisions regarding your pay and benefits through your termination date were not discriminatory based on age, disability, race, color, sex,
religion, national origin or any other classification protected by law.
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| 17. |
Competence to Waive Claims. You affirm that at the time you considered or
signed this Agreement, you were not affected or impaired by illness, use of alcohol, drugs or other substances, or otherwise impaired. You further affirm that you are competent to execute this Agreement, and knowingly and voluntarily waive
any and all claims you may have against Regis and as described in this Agreement. You certify that you are not a party to any bankruptcy, lien, creditor-debtor or any other action or proceeding which would impair your right or ability to
waive all claims you may have against Regis or any other Released Parties.
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| 18. |
Effective Date of Agreement. This Agreement will become effective on the
sixteenth day after you sign it, provided that you have not rescinded the Agreement.
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| 19. |
Valid Agreement. As stated above, you agree that this Agreement and its
releases fully comply with the ADEA. You also agree that this Agreement and its releases fully comply with the Minnesota Human Rights Act and all other laws, statutes, ordinances, regulations, and/or principles of common law governing
releases.
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| 20. |
No Admission of Liability. Regis denies any and all liability to you. You
understand and agree that this Agreement is not an admission of wrongdoing or liability, including, but not limited to, any violation of any federal, state, and/or local law, statute, ordinance, contract, and/or principle of common law by
Regis and/or any individuals and/or entities associated with Regis.
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| 21. |
Attorneys’ Fees. You agree that you are responsible for your own
attorneys’ fees and costs, if any, incurred in any respect, including but not limited to in connection: with your employment with Regis; with the termination of your employment with Regis; and with negotiating and executing this Agreement.
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| 22. |
Governing Law. This Agreement will be construed and enforced in accordance
with the laws of the State of Minnesota and the laws of the United States, where applicable.
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| 23. |
Enforcement of Agreement. Any dispute concerning the interpretation and
application of this Agreement will be settled by expedited arbitration in Minneapolis, MN. The arbitrator selected by the Parties will be a lawyer or former judge and will have at least ten years’ legal experience with employment law. The
decision of the arbitrator will be final. Any judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party will be entitled to recover costs and expenses, including
reasonable attorneys’ fees incurred.
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| 24. |
Expiration of Offer and Effective Date of Agreement. You understand that
the offer contained in this Agreement will be considered withdrawn if you have not signed and returned to Regis the signed original of this Agreement on or before the conclusion of the 21-day consideration period. This Agreement becomes
effective after you and Regis have signed the Agreement and the revocation period described above has expired, provided you have not revoked your acceptance of this Agreement during the revocation period.
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Employee
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Dated:
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REGIS CORPORATION:
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By:
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Its:
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Date:
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| 1. |
Term of Agreement. This Agreement is effective on the
Effective Date, and will remain in effect throughout your employment with Regis and for a period of twelve (12) months thereafter. The obligation not to disclose set forth in Section 3 will continue indefinitely.
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| 2. |
Limitations of this Agreement. This Agreement is not a contract of employment. Neither you nor Regis are obligated to any specific term of employment. This Agreement is limited to the
subject matter of covenants not to compete, hire, or solicit as described in this Agreement.
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| 3. |
Non-Disclosure of Trade Secrets and Confidential Information.
You acknowledge that, in the performance of your duties, you have and will receive confidential and valuable business information, including but not limited to business and marketing plans, finances, trade practices, accounting methods,
methods of operation, business practices and methods, profit margins, costs, customer and commercial relationships, customer lists and information, company manuals, personnel records or any other data Regis considers to be confidential
information. You agree that, at any time during or after the term of your employment with Regis, you will not divulge, disclose, reveal or communicate to any business entity or other person (with the exception of the Securities and
Exchange Commission or the Company) such information or trade secrets or other valuable information you may obtain during your employment concerning any matters affecting or relating to Regis’ business as long as such information is not
publicly available. You also agree that upon termination of employment with Regis or sooner (if it is required by Regis in writing), you will return to Regis all original and copies of any document or materials of any kind (including
those in electronic formats) acquired or coming to your knowledge and custody in connection with your employment with Regis, whether prepared by you, Regis, or others.
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| 4. |
Covenant Not to Compete. You agree that at no time
during the term of your employment with Regis will you engage in any business activity which is competitive with Regis nor work for any company which competes with Regis in the beauty salon industry. Nothing in this agreement prohibits
you from working for a current Regis franchisee or becoming a Regis franchisee as Regis does not consider its franchisees to be competitors.
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| a |
solicit, divert, do business with, or take away any of the customers or franchisees of Regis;
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| b |
enter into endeavors that are competitive with the business or operations of Regis in the beauty industry;
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| c |
own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer ,
employee, director, partner, member, stockholder (except for passive investments of not more than a one percent (1%) interest in the securities of a publicly held corporation regularly traded on a national securities exchange or in an
over-the-counter securities market) consultant, independent contractor, or otherwise, any individual, partnership, firm, corporation or other business organization or entity that engages in a business which competes with the business or
operations of Regis in the beauty industry.
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| 5. |
Non-solicitation and non-hire. During the term of your
employment, and for a period of twelve (12) months immediately thereafter, you agree you will not, in any way, directly or indirectly, induce or attempt to induce any employee that reports to you, either directly or indirectly, to leave
Regis’ employ, you will not otherwise interfere with or disrupt Regis’ relationship with employees and you will not solicit, assist in the solicitation of, entice, take away, divert or employ any person employed by Regis. You also agree
that for a period of twelve (12) months after your employment, you will not hire anyone that, within the twelve (12) months prior to the termination of your employment, directly or indirectly, reported to you while you worked at Regis.
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| 6. |
Injunctive Relief. You hereby acknowledge: (1) that
Regis will suffer irreparable harm if you breach your obligations under this Agreement; and (2) that monetary damages will be inadequate to compensate Regis for such a breach. Therefore, if you breach any of such provisions, then Regis
shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.
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| 7. |
Acknowledgement. You and the Company each acknowledge
and agree that nothing in this Agreement shall be applied to limit or interfere with your right, without notice to or authorization of the Company, to communicate and cooperate in good faith with a Government Agency for the purpose of (i)
reporting a possible violation of any U.S. federal, state, or local law or regulation, (ii) participating in any investigation or proceeding that may be conducted or managed by any Government Agency, including by providing documents or
other information, or (iii) filing a charge or complaint with a Government Agency. For purposes of this Agreement, “Government Agency” means the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational
Safety and Health Administration, the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority, or any other self-regulatory organization or any other federal, state or local governmental agency or commission.
You understands that you will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or
to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; or (c) in court proceedings
if you file a lawsuit for retaliation by an employer for reporting a suspected violation of law, or to your attorney in such lawsuit, provided that you must file any document containing the trade secret under seal, and you may not
disclose the trade secret, except pursuant to court order. However, you are not authorized to make any disclosures as to which the Company may assert protection from disclosure under the attorney-client privilege or the attorney work
product doctrine, without prior written consent of the Company’s General Counsel or another authorized officer designated by the Company.
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| 8. |
Attorneys’ Fees. The Company will be entitled to
receive from you reimbursement for reasonable attorneys’ fees and expenses it incurs in successfully enforcing this Agreement to final judgment (including appeals) and you shall be entitled to receive from the Company reasonable
attorneys’ fees and expenses you incur in the event the Company is found to not be entitled to enforcement of this Agreement.
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| 9. |
Successors and Assigns. This Agreement shall inure to
the benefit of and shall be binding upon the successors and assigns of the Company, including any party with which the Company may merge or consolidate or to which it may transfer substantially all of its assets. As used in the 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 Company.
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| 10. |
Severable Provisions. The provisions of this Agreement
are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions and any partially unenforceable provisions to the extent enforceable shall
nevertheless be binding and enforceable.
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| 11. |
Modifications. The parties hereby authorize any court
of other tribunal of competent jurisdiction to modify any provision(s) held to be invalid or unenforceable to the extent necessary to permit such provision(s) to be legally enforced to the maximum extent permissible and to then enforce
the provision(s) as modified.
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| 12. |
Prior Understandings. This Agreement contains the
entire agreement between the parties with respect to the subject matter of this Agreement. The Agreement supersedes all prior understanding, agreements, or representations.
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| 13. |
Waiver. Any waiver of a default under this Agreement
must be made in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. No delay or omission in the exercise of any right or remedy shall impair such right or remedy or be
constructed as a waiver. A consent to or approval of any act shall not be deemed to waive or render unnecessary consent to or approval of any other or subsequent act.
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| 14. |
Jurisdiction and Venue. This Agreement is to be
construed pursuant to the laws of the State of Minnesota. You agree to submit to the jurisdiction and venue of any court of competent jurisdiction in Hennepin County, Minnesota without regard to conflict of laws provisions, for any claim
arising out of this Agreement.
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| Dated: |
,
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2020 |
REGIS CORPORATION
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By
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|||||
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Title:
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|||||
| Dated: |
,
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2020 |
||
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Felipe A. Athayde
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Employee Signature
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Date
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Print Name:
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