TRANSITION AND SEPARATION AGREEMENT

Employment During The Transition Period. Subject to the terms and conditions of this Agreement, Regis agrees to continue your employment with Regis, and you hereby accept such continued employment by Regis, for the period (the “Transition Period”) commencing on the date you sign this Agreement and Exhibit A to this Agreement (the “First Release”) (the “Effective Date”) and continuing until the earlier of (a) February 28, 2014 (the “Anticipated Separation Date”), or (b) the date on which your employment is earlier terminated under Section 5 of the Employment Agreement; provided, however, that Regis agrees that it will not terminate your employment without Cause before February 28, 2014. The effective date of the termination of your employment with Regis for any reason is referred to herein as the “Separation Date.”

Duties. While employed by Regis during the Transition Period, you shall perform such duties as may be reasonably assigned to you by Regis. Regis anticipates that your duties as of the Effective Date will remain consistent with the duties identified in Section 2 of the Employment Agreement through January 31, 2014. From February 1, 2014 through February 28, 2014, you shall be available to perform such duties as may be requested by the Corporation’s Chief Executive Officer and the Board may request from time to time but will not be expected to maintain regular office hours. You specifically acknowledge that agree that any changes to your duties or responsibilities during the Transition Period will not give you ground to resign for Good Reason before the Anticipated Separation Date. At all times during the Transition Period you shall follow all applicable policies and procedures previously adopted by Regis or adopted by Regis during the Transition Period, including without limitation policies related to business ethics, conflict of interest, confidentiality and protection of trade secrets, and shall not engage in any activity during the Transition Period that is detrimental or is reasonably likely to be detrimental to the Corporation’s best interests.

Compensation, Benefits and Expense Reimbursements. All provisions of Section 4 of the Employment Agreement shall remain in effect during the Transition Period.

First Release. At the same time you sign this Agreement, you shall also sign the First Release.

Separation Compensation.

Whether or not you sign this Agreement and the First Release, Regis will pay you all wages you have earned through and including the Separation Date, all compensation accrued as of the Separation Date under each plan or program of the Corporation in which you may be participating as of the Separation Date in accordance with the terms of such plan or program, and your accrued but unused PTO benefit.

Subject to the conditions in Section 5.c. below, if (and only if) your employment with Regis terminates (i) on the Anticipated Separation Date, (ii) prior to the Anticipated Separation Date because you resign for Good Reason, or (iii) prior to the Anticipated Separation Date because Regis terminates your employment without Cause (which Regis acknowledges would be a breach of this Agreement), then Regis shall provide you with the following payments and benefits (collectively, the “Separation Benefits”): (A) the Severance Payment and benefits continuation identified in Sections 6(b)(iii) and (iv) of the Employment Agreement, (B) outplacement services provided by an outplacement vendor selected by the Corporation in its discretion, payable directly to the outplacement vendor selected by the Corporation, provided any such outplacement services will not exceed $10,000.00 and will expire no later than August 31, 2014; and (C) eligibility to receive an additional discretionary payment of up to $100,000.00, less applicable withholdings, which amount (if any) will be determined by the Corporation in its sole discretion on or about February 28, 2015 and, if the Corporation decides that any such payment will be made, payable to you in a lump sum on the Corporation’s first regular payroll date after February 28, 2015 (the “Additional Discretionary Payment”).

Your receipt of the Separation Benefits is subject to your satisfaction of the following conditions: (i) you have signed and not rescinded the First Release within the applicable periods specified in the First Release; (ii) on or within 21 days after the Separation Date, you have signed a second release in the form attached to this Agreement as Exhibit B (the “Second Release”) (which the Corporation shall provide to you no later than the Termination Date); (iii) you have not rescinded the Second Release within the rescission period set forth in the Second Release; and (iv) you are in strict compliance with all of your obligations under this Agreement and the Employment Agreement (including but not limited to, with respect to the Additional Discretionary Payment that may be payable in March 2015, your compliance with Sections 7, 9 and 11 of this Agreement).

Interpretation of Releases. This Agreement will not be interpreted or construed to limit the First Release or the Second Release in any manner. The existence of any dispute respecting the interpretation of this Agreement or the alleged breach of this Agreement will not nullify or otherwise affect the validity or enforceability of the First Release or the Second Release.

Cooperation. At the Corporation’s reasonable request and upon reasonable notice, you will, from your Separation Date through February 28, 2015 and without further consideration, timely execute and deliver such acknowledgements, instruments, certificates, and other ministerial documents as may be necessary or appropriate to formalize and complete the applicable corporate records and be reasonably available to discuss and consult with Regis regarding business matters that you were directly involved with while employed by Regis or such other matters as Regis may want to discuss with you for up to a total of twenty (20) hours.

References. You agree that you will refer any and all reference checks regarding your employment with Regis to Jen Vick at ###-###-####. For all reference checks that are referred to such person, references will be limited to confirmation of your dates of employment and last position held.

Confidentiality and Non-Disparagement. To the fullest extent permitted by law, you will not, directly or indirectly, disclose the terms of this Agreement or the Exhibits to anyone other than your attorney, spouse, or significant other, or except as required for accounting, tax, or other legally-mandated or legally-permitted purposes, provided that, unless there is a legal reason for the disclosure, any such person to whom disclosure is made shall, prior to disclosure, specifically agree to keep this Agreement and the Exhibits confidential. To the fullest extent permitted by law, you also agree not to make or endorse any disparaging or negative remarks or statements (whether oral, written, or otherwise) concerning Regis or its predecessors, successors, and/or assigns, as well as past and present officers, directors, agents, and/or employees.

Acknowledgement of Obligations under the Employment Agreement. You acknowledge your obligations under the Employment Agreement, including without limitation the obligations identified in Sections 8 and 9 of the Employment Agreement, and hereby reaffirm your agreement to comply with those obligations.

Return of Corporate Property. Upon termination of your employment with Regis, or at any earlier time upon request from Regis, you shall deliver promptly to Regis all Regis property that is in your possession or under your control, including without limitation any computers, cellular telephones, pagers, credit cards, keys, records, files, documents, data, product samples, photographs, video tapes, audio tapes, computer disks and other computer storage media. Notwithstanding this Section 11, you may keep documents pertaining to your compensation and/or benefits.

Binding Nature of Agreement. This Agreement is binding on the parties and their heirs, administrators, representatives, executors, successors, and assigns.

Consideration and Rescission Periods. The periods described in the First Release during which you may consider whether to sign or may rescind the First Release and the procedures stated in the First Release for accepting or rescinding the First Release also apply to this Agreement. The First Release and this Agreement must be accepted or rescinded together. Rescission of one of these documents will be deemed a rescission of both of them.

Compliance with the Age Discrimination in Employment Act (“ADEA”) and Notice of Right to Consider and Rescind Agreement. You understand that this Agreement and the First Release have to meet certain requirements to validly release any claims you might have under the ADEA (including under the Older Workers’ Benefit Protection Act), and you represent that all such requirements have been satisfied, including that:

The Agreement and the First Release are written in a manner that is understandable to you;

You are specifically waiving ADEA rights;

You are not waiving ADEA rights arising after the date of your signing this Agreement and the First Release;

You are receiving valuable consideration in exchange for execution of this Agreement and the First Release that you would not otherwise be entitled to receive;

Regis is hereby, in writing, encouraging you to consult with an attorney before signing this Agreement and the First Release; and

You received 21 days to consider this Agreement and the First Release and at least 7 days to rescind this Agreement and the First Release (you are actually receiving 15 days to rescind).

Severability. The provisions of this Agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.

Entire Agreement. Except to the extent that you have an arbitration agreement with Regis, this Agreement, the First Release, the Second Release and the Employment Agreement set out the entire agreement between you and Regis and supersede any and all prior oral or written agreements or understandings between you and Regis concerning your termination of employment. This Agreement amends and modifies the Employment Agreement only to the extent the terms of this Agreement specifically amend the Employment Agreement; the Employment Agreement shall otherwise remain in full force and effect in accordance with its terms. Any arbitration agreement that you have with Regis will continue in full force and effect.

Employee Representations. You represent that you:

No Admission of Liability. Regis denies any and all liability to you. You understand and agree that this Agreement and its Exhibits are not an admission of wrongdoing or liability, including, but not limited to, any violation of any federal, state, and/or local law, statute, ordinance, contract, and/or principle of common law by Regis and/or any individuals and/or entities associated with Regis.

Attorneys’ Fees. You agree that you are responsible for your own attorneys’ fees and costs, if any, incurred in any respect, including but not limited to in connection: with your employment with Regis; with the termination of your employment with Regis; and with negotiating and executing this Agreement.

Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota and the laws of the United States, where applicable.

Company means Employer; the present and past officers, directors, members, committees, shareholders (together with any officers, partners, managers members, employees, agents and affiliates of any such shareholder), agents, and employees of Employer; any company providing insurance to Employer in the present or past; the present and past employee benefit plans sponsored or maintained by Employer (other than multiemployer plans) and the present and past fiduciaries of such plans; the attorneys for Employer; and anyone who acted on behalf of Employer or on instructions from Employer.

all claims for compensation of any kind, including without limitation, bonuses, commissions, equity awards or equity-based compensation in any form (including without limitation restricted units, unit options and any other form of equity-based compensation), vacation pay, perquisites, and expense reimbursements;

Company means Employer; the present and past officers, directors, members, committees, shareholders (together with any officers, partners, managers members, employees, agents and affiliates of any such shareholder), agents, and employees of Employer; any company providing insurance to Employer in the present or past; the present and past employee benefit plans sponsored or maintained by Employer (other than multiemployer plans) and the present and past fiduciaries of such plans; the attorneys for Employer; and anyone who acted on behalf of Employer or on instructions from Employer.

all claims for compensation of any kind, including without limitation, bonuses, commissions, equity awards or equity-based compensation in any form (including without limitation restricted units, unit options and any other form of equity-based compensation), vacation pay, perquisites, and expense reimbursements;