Supercuts 2005 Annual Report Download - page 111

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beneficiary, then the term means any person or other entity entitled by will or the laws of descent and distribution to receive such
compensation.
2.5 “ Board of Directors” or “Board ” means the Board of Directors of the Company.
2.6 “ Cause ” means, for purposes of determining whether and when a Participant has incurred a Termination of Employment
for Cause, any act or omission which permits the Company to terminate the written agreement or arrangement between the Participant and the
Company or an Affiliate for “cause” as defined in such agreement or arrangement, or in the event there is no such agreement or arrangement or
the agreement or arrangement does not define the term “Cause,” then “Cause” means the Participant’s intentional participation in illegal
conduct which (i) is materially and directly detrimental to the financial interests of the Company or an Affiliate and (ii) results in the
Participant’s conviction of a felony.
2.7 “ Change in Control ” means the first to occur of any of the following events:
(1) the acquisition by any “person,” as that term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended, “beneficial ownership,” as defined in Rule 13d-
3 under the Exchange Act, directly or indirectly, of 20% or more of
the shares of the Company’s capital stock;
(2) the first day on which less than two-thirds of the total membership of the Board of Directors shall be Continuing
Directors (as that term is defined in Article VII of the Company’s Articles of Incorporation);
(3) the approval by the shareholders of the Company of a merger, share exchange, or consolidation of the Company (a
“ Transaction ”), other than a Transaction which would result in the Voting Stock of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 50% of the Voting Stock of the Company or such surviving entity immediately after such Transaction; or
(4) the approval by the shareholders of the Company of a complete liquidation of the Company or a sale or disposition
of all or substantially all the assets of the Company.
2.8 “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor, along with related
rules, regulations and interpretations.
2.9 “ Committee ” means the committee of the Board responsible for granting Awards under the Plan, which initially shall be
the Compensation Committee of the Board, until such time as the Board may designate a different committee. The Committee shall consist
solely of two or more directors, each of whom is an “outside director” under Section 162(m) of the Code.
2.10 “ Company ” means Regis Corporation , a Minnesota corporation, and includes any successor or assignee corporation or
corporations into which the Company
2