Supercuts 2007 Annual Report Download - page 126

under subparagraphs (a), (b), (c) or (d) of this paragraph, if because of any act by Employee, either (i) the applicable policy is canceled by the
insurance company issuing such policy or (ii) the insurance company refuses to pay the proceeds of said policy. The provisions of the
preceding sentence shall be inapplicable and of no further force or effect upon and after a Change in Control.
Notwithstanding the foregoing provisions of this paragraph 6 or paragraph 7, to the extent required in order to be made without
triggering any tax or penalty under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the Treasury
regulations promulgated thereunder (“ Section 409A ”) if an Employee is a “specified employee” for purposes of Section 409A, amounts that
would otherwise be payable under this paragraph 6 during the six-month period immediately following the employment termination date shall
instead be paid on the first business day after the date that is six months following Employee’s “separation from service”
within the meaning of
Section 409A, or, if earlier, the date of Employee’s death.
7. Change in Control .
(a) Notwithstanding any other provision of the Agreement, in the event that Employee’s
employment is terminated by the Corporation without Cause or by Employee with Good Reason within two years after
a Change in Control, Employee shall be paid, within thirty (30) days after such employment termination, an amount
equal to three times the sum of (i) Employee’s annual base salary, and (ii) the largest annual bonus paid to or earned by
Employee during the thirty-six (36) months immediately preceding the Change in Control.
(b) Notwithstanding any other provision of the Agreement: (A) if Employee’s employment
with the Corporation terminates within two years following a Change in Control, whether such termination is initiated
by Employee or by the Corporation (unless the termination is by the Corporation for Cause), the Corporation, within
five (5) days after such termination and in lieu of Employee’s Monthly Benefit, shall pay in full Employee’s Aggregate
Benefit, without any reduction for vesting or for discounting, to Employee; (B) if Employee’s employment with the
Corporation terminates more than two years following a Change in Control, the Corporation, within thirty (30) days
after such termination, shall commence payment of Employee’s Monthly Benefit, without any reduction for vesting or
for discounting, and shall continue such payments as provided in paragraph 6 hereof.
(c) Upon a Change in Control, Employee automatically shall receive [***SHARES***]
shares of the Corporation’s common stock free of any restrictions on exercisability (except as may be imposed by law).
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