Supercuts 2004 Annual Report Download - page 137

death or to be assigned any other Award outstanding at the time of the Participant’s death. If a deceased Participant has named no Beneficiary,
any Award held by the Participant at the time of death shall be transferred as provided in his or her will or by the laws of descent and
distribution. Except in the case of the holder’
s incapacity, only the holder may exercise an Option or Stock Appreciation Right. The Committee
may permit the transfer of an Award by a Participant to a Participant’
s children, stepchildren, grandchildren, parents, stepparents, grandparents,
spouse, siblings, in-laws and persons related by reason of legal adoption.
12.9 Gross-Up for Excise Tax. If all or any portion of the payments and benefits (including any acceleration of vesting) provided under this
Plan, either alone or together with other payments and benefits which a Participant receives or is then entitled to receive from the Company or
an Affiliate, would constitute a “parachute payment” within the meaning of Section 280G of the Code, the Company shall pay to the
Participant, within ten (10) business days of the determination that the payment would constitute a parachute payment, a tax “gross-up”
payment to the extent necessary so that the net after-tax benefit to the Participant shall be equal to the net after-tax benefit if the excise tax
associated with the “parachute payment” were not imposed. The “net after-tax benefit” for these purposes shall mean the sum of (i) the total
amount payable to the Participant under the Plan, plus (ii) all other payments and benefits which the Participant receives or is then entitled to
receive from the Company or any Affiliate that would constitute a “parachute payment” within the meaning of Section 280G of the Code, less
(iii) the amount of federal income taxes payable with respect to the foregoing calculated at the maximum marginal income tax rate for each
year in which the foregoing shall be paid to the Participant (based upon the rate in effect for such year as set forth in the Code at the time of the
payment), less (iv) the amount of excise taxes imposed with respect to the payments and benefits described in (i) and (ii) above by
Section 4999 of the Code. The determination on whether or not all or any portion of the payments and benefits provided to the Participant
would constitute parachute payments shall be made by a national certified public accounting firm selected by the Company, and such
determination shall be conclusive and binding on the Participant.
12.10 No Rights with Respect to Continuance of Employment. Nothing contained herein shall be deemed to alter the relationship between
the Company or an Affiliate and a Participant, or the contractual relationship between a Participant and the Company or an Affiliate if there is a
written contract regarding such relationship. Nothing contained herein shall be construed to constitute a contract of employment between the
Company or an Affiliate and a Participant. The Company or an Affiliate and each of the Participants continue to have the right to terminate the
employment or service relationship at any time for any reason, except as provided in a written contract. The Company or an Affiliate shall have
no obligation to retain the Participant in its employ or service as a result of this Plan. There shall be no inference as to the length of
employment or service hereby, and the Company or an Affiliate reserves the same rights to terminate the Participant’s employment or service
as existed prior to the individual becoming a Participant in this Plan.
12.11 Awards in Substitution for Awards Granted by Other Corporations. Awards may be granted under the Plan from time to time in
substitution for awards held by employees, directors or service providers of other corporations who are about to become officers, directors or
employees of the Company or an Affiliate as the result of a merger or consolidation of the employing corporation
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