EXHIBIT 99.4
TRANSITION AGREEMENT
TRANSITION AGREEMENT (this "Agreement") dated as of January 25, 1999
between Regis Corporation (the "Company"), a Minnesota corporation, and Xxxxxxxx
X. Xxxxxxx ("Executive"), a Minnesota resident.
WHEREAS, Executive has been Chairperson for five years and an executive
officer for than twenty years of The Barbers, Hairstyling for Men & Women, Inc.
(the "Barbers");
WHEREAS, simultaneous with the date of this Transition Agreement, the
Barbers has signed an Agreement and Plan of Merger pursuant to which, and
subject to the terms contained therein, the Barbers will be acquired through
merger (the "Merger") with a wholly owned subsidiary of the Company;
WHEREAS, the Barbers has developed one of the most successful franchised
systems for hair care in the world, with one of the highest ratings for
franchisee satisfaction, in part through the personal relationships established
by Executive;
WHEREAS, the Company wishes to retain the services of Executive after the
Merger on a part time basis to act as a good-will ambassador for the Barbers'
franchisees and franchise system;
WHEREAS, the Executive is willing to continue to assist the Barbers, as a
subsidiary of the Company, subject to the terms and conditions set forth in this
Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual agreements
herein set forth and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:
1. EFFECTIVE TIME. This Agreement shall be effective only at and after
the effective time of the Merger (the "Effective Time") and, if the Merger is
not consummated, shall be of no further force or effect.
2. RETENTION OF EXECUTIVE; SERVICES TO BE PERFORMED. Effective the
Effective Time, the Company hereby retains Executive to act as a good-will
ambassador on behalf of the Company with Barbers franchisees, and in connection
therewith, to attend meetings and conventions of Barbers franchisees, to attend
board meetings and conventions of the International Franchise Association
("IFA") and to contact, discuss and consult with franchisees of the Barbers from
time to time at the request of the Company. Executive hereby accepts such
engagement and agrees to perform such services for the Company upon the terms
and conditions set forth in this Agreement. During the Term (as defined in
Section 2), Executive shall devote such portion of her time, attention, skill
and energy to the business of the Company as may be reasonably required to
perform the services required by this Agreement, and shall assume and perform to
the best of her ability the responsibilities and duties pursuant to this
Agreement. Executive shall report to Xxxx Xxxxxxxxxxx, and shall not be
required to take direction from any other officer or employee of the Company.
Executive shall perform the services hereunder from her current office at
the Barbers at 000 Xxxxxxxxxx Xxxxxxxxx Xxxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000
and the Company shall make such office available to Executive as long as it
occupies such premises. Thereafter, Executive may perform the services from a
home office, or at such other location as the Company and Executive shall
mutually agree.
3. TERM. The term of this Agreement shall commence as of the Effective
Time and shall continue until September 28, 2002 (the "Term").
4. COMPENSATION. (a) From the Effective Time through the end of the
current fiscal year of the Barbers (September 28, 1999), the Company shall
continue Executive's salary and benefits at the level maintained by the Barbers,
as previously disclosed to the Company. The Company acknowledges that, because
the Executive
will no longer have operating control over the operations that give rise to the
bonus plan of the Barbers and because of substantial disruption in such
operations that may occur because of the Merger, the $128,775 bonus established
by the Barbers for Executive shall be payable regardless of achievement of plan
objectives.
(b) From September 28, 1999 through September 28, 2002, the Company shall
provide the following salary and benefits to the Executive:
(i) a base salary of $50,000 per year, less deductions and
withholdings, which salary shall be paid on a monthly basis in arrears
in accordance with the Company's normal payroll procedures and
policies.
(ii) Health insurance benefits (but not disability benefits)
under the Company's plans, with coverage at least equal to the
coverage afforded Executive under the plans of the Barbers.
(iii) Reimbursement of the Executive for all reasonable and
necessary out-of-pocket expenses incurred by Executive in the
performance of her duties under this Agreement, including, without
limitation, reimbursement for travel and lodging for Executive to the
conventions and meetings that Executive is required to attend during
the term of this Agreement, including, to the extent approved by Xxxx
Xxxxxxxxxxx, the annual Cost Cutters, City Looks and We Care Hair
meetings in 1999, 2000 and 2001, the annual Groupe Xxxxxx Xxxxxxx
meetings in 1999, 2000 and 2001, and membership dues in, and travel
and lodging to meetings of the board of directors of, the IFA in 1999,
2000 and 2001.
(iv) Continued use of the automobile currently provided to the
Executive by the Barbers.
(c) At the Effective Time, the Company will reimburse Executive for the
fees of counsel to the Executive in connection with this and related agreements,
to the extent not previously reimbursed by the Barbers.
5. TERMINATION. Notwithstanding any contrary provision contained
elsewhere in this Agreement, this Agreement and the rights and obligations of
the Company and Executive hereunder shall be terminated immediately upon the
occurrence of any of the following events:
(a) Executive's death;
(b) Executive becomes physically or mentally disabled such that she is
unable to adequately perform the services hereunder for a continuous period of
180 days;
(c) Executive is convicted of a crime related to the conduct of her duties
hereunder; or
(d) Executive has engaged in willful misconduct that is materially
detrimental to the interests of the Company (for such purposes no act, or
failure to act, on Executive's part shall be considered "willful" unless done,
or omitted to be done, by Executive in bad faith and without reasonable belief
that her action or omission was in the best interests of the Company).
If this Agreement is terminated pursuant to this Section 5, Executive shall
be entitled to receive her pro rata compensation through the date of
termination, but all other rights to receive consulting fees shall terminate on
such date.
6. MISCELLANEOUS.
(a) ENTIRE AGREEMENT. This Agreement contains the entire understanding
between the parties hereto with respect to the services to be provided by
Executive after the Merger and, effective at the Effective Time, shall
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supersede any prior understandings, agreements or representations, written or
oral, relating to such subject matter, including, without limitation, that
certain Chairman's Compensation Program between the Xxxxxx'x and Executive dated
as of October 13, 1994.
(b) COUNTERPARTS. This Agreement may be executed in separate
counterparts, each of which will be an original and all of which taken together
shall constitute one and the same agreement, and any party hereto may execute
this Agreement by signing any such counterpart.
(c) SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law but if any provision of this Agreement is held to be invalid,
illegal or unenforceable under any applicable law or rule, the validity,
legality and enforceability of the other provision of this Agreement will not be
affected or impaired thereby.
(d) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs, personal
representatives and, to the extent permitted by subsection (e), successors and
assigns.
(e) ASSIGNMENT. This Agreement and the rights and obligations of the
parties hereunder shall not be assignable, in whole or in part, by either party
without the prior written consent of the other party.
(f) MODIFICATION, AMENDMENT, WAIVER OR TERMINATION. No provision of this
Agreement may be modified, amended, waived or terminated except by an instrument
in writing signed by the parties to this Agreement. No course of dealing
between the parties will modify, amend, waive or terminate any provision of this
Agreement or any rights or obligations of any party under or by reason of this
Agreement.
(g) NOTICES. All notices, consents, requests, instructions, approvals or
other communications provided for herein shall be in writing and delivered by
personal delivery, overnight courier, mail, electronic facsimile or e-mail
addressed to the receiving party at the address set forth below. All such
communications shall be effective when received.
Regis Corporation
0000 Xxxxx Xxxxxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxxxx
Xxxxxxxx X. Xxxxxxx
0000 Xxxx Xxxxx #0000
Xxxxxxxxxxx, XX 00000
Any party may change the address set forth above by notice to each other party
given as provided herein.
(h) HEADINGS. The headings and any table of contents contained in this
Agreement are for reference purposes only and shall not in any way affect the
meaning or interpretation of this Agreement.
(i) GOVERNING LAW. ALL MATTERS RELATING TO THE INTERPRETATION,
CONSTRUCTION, VALIDITY AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO ANY CHOICE
OF LAW PROVISIONS THEREOF.
(j) THIRD-PARTY BENEFIT. Nothing in this Agreement, express or implied,
is intended to confer upon any other person any rights, remedies, obligations or
liabilities of any nature whatsoever.
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(k) NO WAIVER. No delay on the part of the Company in exercising any
right hereunder shall operate as a waiver of such right. No waiver, express or
implied, by the Company of any right or any breach by Executive shall constitute
a waiver of any other right or breach by Executive.
(l) JURISDICTION AND VENUE. THIS AGREEMENT MAY BE ENFORCED IN FEDERAL
COURT OR STATE COURT SITTING IN HENNEPIN COUNTY, MINNESOTA, AND EACH PARTY
CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT
THAT VENUE IN SUCH FORUM IS NOT CONVENIENT. IF ANY PARTY COMMENCES ANY ACTION
UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE
RELATIONSHIP CREATED BY THIS AGREEMENT IN ANOTHER JURISDICTION OR VENUE, ANY
OTHER PARTY TO THIS AGREEMENT SHALL HAVE THE OPTION OF TRANSFERRING THE CASE TO
THE ABOVE DESCRIBED VENUE OR JURISDICTION OR, IF SUCH TRANSFER CANNOT BE
ACCOMPLISHED, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.
(m) REMEDIES. The parties agree that money damages may not be an adequate
remedy for any breach of the provisions of this Agreement and that any party
may, in its discretion, apply to any court of law or equity of competent
jurisdiction for specific performance and injunctive relief in order to enforce
or prevent any violations this Agreement, and any party against whom such
proceeding is brought hereby waives the claim or defense that such party has an
adequate remedy at law and agrees not to raise the defense that the other party
has an adequate remedy at law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth in the first paragraph.
REGIS CORPORATION
By /s/ Xxxx X. Xxxxxxxxxxx
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Xxxx X. Xxxxxxxxxxx
Its: President
/s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
