PERSONAL & CONFIDENTIAL
January 25, 1999
Xx. Xxxxxxxx X. Xxxxxxx
The Barbers, Hairstyling for Men & Women, Inc.
000 Xxxxxxxxxx Xxxxxxxxx X.X.
Minneapolis, MN 55413
Dear Xx. Xxxxxxx:
This letter will confirm our agreement with respect to your voting the shares of
The Barbers, Hairstyling for Men and Women, Inc. (the "Barbers") owned by you at
a Barbers shareholders meeting called to consider a proposed merger between the
Barbers and Regis Corporation ("Regis). We have agreed as follows:
1. You will vote, or cause to be voted, all Barbers shares owned by you in
favor of the proposed merger between the Barbers and Regis, subject to
the provisions of the following paragraph.
2. In the event that the Board of Directors of the Barbers determines,
pursuant to Section 5.10(a) of the Agreement and Plan of Merger that
the Board has a fiduciary obligation to consider another transaction,
or to terminate the Agreement and Plan of Merger, you will not be
required to vote your shares in favor of the merger while such other
transaction is being considered, or after termination of the Agreement
and Plan of Merger.
3. In consideration of your agreement as set forth in paragraph 1 above,
Xxxxx agrees to indemnify you and hold you harmless from and against
any and all claims or liabilities asserted against you by any third
party arising from this agreement or any actions taken by you pursuant
to this agreement.
4. We agree that irreparable damage would occur if any provision of this
agreement is not performed in accordance with its terms and that the
parties shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or in equity.
5. This agreement will terminate on the earlier to occur of the
termination of the merger agreement in accordance with Section 7.1
thereof, or the closing of the merger transaction.
Letter to Xxxxxxxx Xxxxxxx
Xxxx 2
January 25, 1999
If you are in agreement with the terms of this letter, please sign and return to
me a copy of this letter acknowledging your agreement.
Best regards.
Sincerely,
REGIS CORPORATION
/s/ Xxxx X. Xxxxxxxxxxx
--------------------------------------
Xxxx X. Xxxxxxxxxxx
President
PDF:peb
The terms and conditions set forth above are hereby agreed to and accepted this
___ day of January, 1999.
/s/ Xxxxxxxx X. Xxxxxxx
--------------------------------------
Xxxxxxxx X. Xxxxxxx
