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EXHIBIT 10 (j)
ALBERTO-CULVER COMPANY
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS
(As Amended and Restated)
(October 26, 2006)
1. Purpose . The principal
purposes of the Deferred Compensation Plan for Non-Employee
Directors ("Plan") are to (i) benefit Alberto-Culver Company
("Company") and its subsidiaries by offering its non-employee
directors an opportunity to become holders of common stock, par
value $.22 per share ("Common Stock"), in order to enable them to
represent the viewpoint of other stockholders of the Company more
effectively and (ii) permit non-employee directors to defer
all or a portion of the fees that they receive as directors of the
Company in the investments listed from time to time on Annex A
hereto (the "Investments").
2. Plan Participants
. Each director who is not an officer or employee of the
Company or any of its subsidiaries shall be a participant under the
Plan ("Participant").
3. Administration .
The Plan shall be administered by the Board of Directors of the
Company ("Board"). The Board shall have full power to construe,
administer and interpret the Plan. The Board’s decisions are
final and binding on all parties. All fees and expenses incurred by
the Plan in connection with its administration shall be paid by the
Company, except for investment management and other fees charged by
advisors for managing the Investments.
4. Director Fee
Elections .
(a) Each Participant shall make one of the following
elections in accordance with Section 4(b) and/or 4(c) with
respect to his or her annual retainer and meeting fees
(collectively, "Director Fees"):
(i) The Participant may elect to have the Director
Fees paid to him or her in cash. Director Fees payable with respect
to meetings will be paid as soon as reasonably practicable on or
after the date of each such meeting and the annual retainer shall
be paid in equal installments on a quarterly basis; or
(ii) For amounts deferred hereunder on or after
January 1, 2005, the Participant may elect to defer receipt of
all of the Director Fees in an account (the "Deferred Account")
until (a) one month after the date on which his or her service
on the Board terminates for any reason or (b) any specific
date selected by the Participant. For those Participant’s who
have elected to defer all or a portion of Director Fees to be paid
during calendar year 2005, such Participants may cancel or amend
such elections on or before December 31, 2005. Participants
may also elect to receive one lump sum payment or substantially
equal annual installments (which may fluctuate during this period
depending on the performance of the Investments in the Deferred
Account), not to exceed five installments, of all amounts deferred.
In the absence of an election to the contrary, in whole or in part,
deferred amounts will be paid in a single lump sum one month after
the date on which the Participant’s service on the Board
terminates for any reason. Amounts deferred pursuant to this
Section 4(a)(ii) will be deferred on a quarterly basis by
taking the cash value of all Director Fees
payable during the quarterly periods ending on
the last day of January, April, July and October. Such amounts will
be invested in one or more of the Investments pursuant to an
investment form ("Investment Form").
(iii) The Participant may elect to receive a
distribution of the number of shares of Common Stock equal to the
cash value of all Director Fees payable during the quarterly
periods ending on the last day of March, June, September, and
December, divided by the Fair Market Value of a share of Common
Stock on the last trading day of each such quarterly period. Each
distribution shall be evidenced by a certificate representing the
applicable number of shares of Common Stock, registered in the name
of the Participant, and distributed to the Participant on or as
soon as reasonably practicable after each quarterly date noted in
the preceding sentence. Such quarterly distributions of Common
Stock will be made only in whole-share increments. The cash value
of any fractional share, based upon the Fair Market Value for the
applicable quarterly period as calculated above, shall be paid to
the Participant in cash at the time of the Common Stock
distribution.
(b) Except as provided in the next paragraph, on or
before the end of each calendar year, each Participant shall
complete a form specifying the elections described above with
respect to Director Fees ("Election Form") and deliver the Election
Form to the General Counsel of the Company ("General Counsel"). A
Participant’s elections shall be in increments of 25% with
respect to the elections available in Section 4(a) above.
Amounts deferred pursuant to Section 4(a)(ii) above may be
allocated pursuant to an Investment Form to specific Investments in
whole increments of 1% where the amount deferred pursuant to
Section 4(a)(ii) rather than the Director Fees paid shall be
considered 100% for purposes of this allocation.
An Election Form shall remain in effect for subsequent calendar
years until a subsequent Election Form is delivered to the General
Counsel before the first day of the calendar year in which the new
Election Form is to become effective. Except as provided in
Section 4(c), an initial Election Form or a subsequent
Election Form shall only apply to those Director Fees payable to a
Participant with respect to services rendered after the end of the
calendar year in which such initial or subsequent Election Form is
delivered to the General Counsel. Except as provided in the second
sentence of Section 4(a)(ii) and the first sentence of
Section 6, any Election Form delivered by a Participant shall
be irrevocable with respect to any Director Fee covered by the
elections set forth therein (but may be amended by a subsequent
Election Form applicable to those Director Fees payable to a
Participant with respect to services rendered after the end of the
calendar year in which such form was delivered to the General
Counsel). If an Election Form is not in effect for a Participant
for a calendar year ( e.g. , the Participant has not
completed an initial Election Form), he or she shall be deemed to
have elected the option specified in this Section 4(a)(i)
until a completed Election Form has been delivered to the General
Counsel and has become effective.
(c) Notwithstanding the preceding provisions of this
Section 4, an election made by a Participant in the calendar
year in which he or she first becomes eligible to participate in
the Plan may be made pursuant to an Election Form delivered to the
General Counsel within 30 days after the date on which he or she
initially becomes eligible to participate, and such Election Form
shall be effective on the first day of the first quarterly period
commencing January 1, April 1, July 1, or
October 1, as applicable, following the date such Election
Form is delivered to the General Counsel.
5.
Participant Accounts .
(a) Director Fees deferred pursuant to
Section 4(a)(ii) shall b
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