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EXHIBIT 10
(m)
ALBERTO-CULVER
COMPANY
DEFERRED COMPENSATION PLAN
FOR NON-EMPLOYEE DIRECTORS
(as amended through
October 25, 2007)
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”):
(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, if later, the date that
the Director has incurred a separation from service as defined in
Section 409A of the Internal Revenue Code of 1986 (the
“Code”) 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 otherwise
provided in this paragraph or Section 4(c), 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.
(c) Notwithstanding the
preceding provisions of this Section 4, an election made by a
Participant in the calendar year in which he
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