Supercuts 2004 Annual Report Download - page 121

2.11 “Common Stock” means the shares of the Company’s common stock, $0.05 par value, whether presently or hereafter issued, and any
other stock or security resulting from adjustment thereof as described hereinafter, or the common stock of any successor to the Company which
is designated for the purpose of the Plan.
2.12 “Company” means Regis Corporation , a Minnesota corporation, and includes any successor or assignee corporation or corporations
into which the Company may be merged, changed or consolidated; any corporation for whose securities the securities of the Company shall be
exchanged; and any assignee of or successor to substantially all of the assets of the Company.
2.13 “Covered Employee” means a Participant who is a “covered employee” within the meaning of Section 162(m) of the Code.
2.14 “Disability” means a mental or physical illness that entitles the Participant to receive benefits under the long-term disability plan of the
Company or an Affiliate, or if there is no such plan or the Participant is not covered by such a plan or the Participant is not an employee of the
Company or an Affiliate, a mental or physical illness that renders a Participant totally and permanently incapable of performing the
Participant’s duties for the Company or an Affiliate. Notwithstanding the foregoing, a Disability shall not qualify under this Plan if it is the
result of (i) a willfully self-inflicted injury or willfully self-induced sickness; or (ii) an injury or disease contracted, suffered, or incurred while
participating in a criminal offense. The determination of Disability for purposes of this Plan shall be made by the Committee and shall not be
construed to be an admission of disability for any other purpose.
2.15 “Effective Date” means May 26, 2004, subject to shareholder approval at the Company’s annual meeting of shareholders on
October 28, 2004.
2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
2.17 “Exercise Price” means the price at which the Common Stock may be purchased under an Option or may be obtained under a Stock
Appreciation Right. In no event may the Exercise Price per share of Common Stock covered by an Option, or the Exercise Price of a Stock
Appreciation Right, be reduced through the technique commonly known as “repricing.”
2.18 “Fair Market Value” means the value of one share of Common Stock, determined pursuant to the applicable method described below,
without regard to whether the Common Stock is restricted or represents a minority interest:
(1) if the Common Stock is listed on a securities exchange or quoted on The Nasdaq Stock Market (“Nasdaq”), the closing price of a
share of Common Stock on the relevant date (or, if such date is not a business day or a day on which quotations are reported, then on the
immediately preceding date on which quotations were reported), as reported by the principal national exchange on which such shares are
traded (in the case of an exchange) or by Nasdaq, as the case may be;
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