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EXHIBIT 10 (q)
ALBERTO-CULVER COMPANY
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE
DIRECTORS
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 $.01 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"). At the time of approval by the
stockholders of the Company, the name of the Company was New
Aristotle Holdings, Inc. Following the time of approval, the name
of the Company will be changed to Alberto-Culver Company.
At the time of approval of the Plan by the stockholders of the
Company, a plan with the same name was maintained by Alberto-Culver
Company, as then constituted (EIN: 36-2257936) (the "Prior Plan").
As of the Effective Date, as defined in Section 8(c),
(i) all amounts that were deferred or became vested under the
Prior Plan on or after January 1, 2005 with respect to current
or former directors of the Company shall be credited to Participant
accounts and be paid pursuant to the terms of this Plan, and
(ii) all amounts that were deferred or became vested prior to
January 1, 2005 with respect to current or former directors of
the Company shall continue to be governed by the Prior Plan.
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"):
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(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) Each 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. 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"); provided, however, that deferrals under this
Plan for Director Fees earned in 2006 shall be governed by deferral
elections made for 2006 under the Prior Plan.
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 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.
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(c) Notwithstanding the
preceding provisions of this Section 4, an el
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