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)&nb
