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EXHIBIT 10 (j)
ALBERTO-CULVER COMPANY
2006 RESTRICTED STOCK PLAN
(as amended through October 22, 2008)
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 Establishment The Alberto-Culver Company (the "Company")
hereby establishes a restricted stock plan for (i) Key
Employees, as defined herein, and (ii) members of the Board of
Directors who are not officers or employees of the Company or any
of its subsidiaries ("Eligible Directors") which shall be known as
the 2006 Restricted Stock Plan (the "RSP").
1.2 Purpose The purpose of the RSP is to enable the
Company to attract, retain, motivate, and reward Key Employees and
Eligible Directors by providing them with a means to acquire an
equity interest or to increase such interest in the Company.
1.3 Definitions Whenever used herein, the following terms
shall have the meanings set forth below:
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(a)
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"Board" means the Board of Directors
of the Company.
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(b)
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"Change in Control" shall have the
meaning set forth in Section 7.2(a).
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(c)
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"Committee" means the Compensation
and Leadership Development Committee of the Board or, if any member
of the Committee is not (i) an "outside director" within the
meaning of Section 162(m) of the Internal Revenue Code of 1986
and the rules and regulations thereunder (the "Code") or
(ii) a "non-employee director" within the meaning of
Section 16 ("Section 16") of the Securities Exchange Act of
1934 and the rules and regulations thereunder ("Exchange Act"), the
Committee shall set up a subcommittee comprised solely of outside
directors and non-employee directors for purposes of all matters
arising under this RSP involving "officers" within the meaning of
Rule 16a-1(f) under Section 16, and "covered employees" within
the meaning of Section 162(m) of the Code for the plan year at
issue.
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(d)
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"Disability" shall have the meaning
provided in the Company’s applicable long-term disability
plan and such disability continues for more than three months or,
in the absence of such a definition, when a Participant becomes
totally disabled as determined by a physician mutually acceptable
to the Participant and the Company before attaining the Retirement
age as defined below and if such total disability continues for
more than three months. Disability does not include any condition
which is intentionally self-inflicted or caused by illegal acts of
the Participant.
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(e)
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"Exempt Person" and "Exempt Persons"
shall have the meaning set forth in Section 7.2(b).
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(f)
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"Fair Market Value" shall mean the
average of the high and low transaction prices of a share of Common
Stock as reported in the New York Stock Exchange Composite
Transactions on the date as of which such value is being determined
or, if there shall be no reported transactions for such date, on
the next preceding date for which transactions were
reported.
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(g)
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"Key Employee" means an active
employee (including officers and directors who also are employees)
of the Company or its subsidiaries with direct impact on the
performance of the Company.
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(h)
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"Incumbent Board" shall have the
meaning set forth in Section 7.2(c).
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(i)
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"Participant" means Key Employees
designated by the Committee and Eligible Directors who are awarded
and hold Restricted Stock pursuant to the RSP.
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(j)
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"Restricted Stock" shall mean the
Common Stock of the Company, $.01 par value, with such restrictions
as described in Section 6.
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(k)
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"Restricted Stock Agreement" shall
have the meaning set forth in Section 6.1.
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(l)
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"Retirement" shall be reached for an
employee when his or her employment terminates and at the time of
such termination the sum of such employee’s age and years of
service as an employee of the Company or any of its subsidiaries
equals or exceeds 75 years. Retirement shall be reached for an
Eligible Director when his or her directorship terminates and at
the time of termination such Eligible Director has served on the
Board for at least three years, provided that such termination of
the Eligible Director was not by the Company for cause.
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SECTION 2. ADMINISTRATION
2.1 Administration The RSP shall be administered by the
Committee. The Committee shall have full power to construe,
administer and interpret the RSP, and full power to adopt such
rules and regulations as the Committee may deem desirable to
administer the RSP. No member of the Committee shall be liable for
any action or determination made in good faith with respect to the
RSP or any Restricted Stock thereunder. Determinations by the
Committee under the RSP need not be uniform and may be made by it
selectively among Participants, whether or not such persons are
similarly situated.
2.2 Finality of Determination The determination of the
Committee as to any disputed questions arising under this RSP,
including questions of construction and interpretation, shall be
final, conclusive and binding.
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SECTION 3. ELIGIBILITY AND
PARTICIPATION
3.1 Eligibility Key Employees of the Company and its
subsidiaries are eligible to receive Restricted Stock under the
RSP, in such amounts and on as many occasions as the Committee in
its sole discretion may determine. Eligible Directors shall receive
Restricted Stock under the RSP in accordance with the provisions of
Section 6.1(b).
3.2 Participation The Committee shall designate the Key
Employees to receive Restricted Stock, the time or times and the
size and terms of each individual grant of Restricted Stock under
the RSP. Eligible Directors are automatically entitled to receive
Restricted Stock at the times and in the amounts in accordance with
the provisions set forth in Section 6.1(b).
SECTION 4. STOCK SUBJECT TO THE RSP
4.1 Number The total number of shares of Restricted Stock that
may be granted under the RSP shall not exceed 1,500,000. These
shares may consist, in whole or in part, of authorized but unissued
shares of stock or shares of stock reacquired by the Company and
not reserved for any other purpose.
4.2 Reacquired and Withheld Shares If, at any time,
shares of Restricted Stock issued pursuant to the RSP shall have
been reacquired by the Company in connection with the restrictions
herein imposed on such shares, such reacquired shares again shall
become available for issuance under the RSP at any time prior to
its termination. In addition until November 1, 2016, any
shares of Restricted Stock withheld to pay, in whole or in part,
the amount required to be withheld under applicable tax laws in
accordance with Section 6.12 hereof, shall become available
for issuance under the RSP at any time prior to its
termination.
4.3 Adjustment upon Change in Stock The Committee shall
take such action with regard to adjustment of the number of shares
of Restricted Stock that may be granted hereunder as it considers
to be equitable in its sole and absolute discretion in the event
there is any change in the outstanding Common Stock, or any event
that could cause a change in the outstanding Common Stock,
including, without limitation, by reason of a stock dividend, stock
split, reverse stock split, spin-off, recapitalization,
reclassification, merger, consolidation, combination, issuance of
securities convertible into or exchangeable for Common Stock,
exchange or conversion of shares, or any other similar type of
event. The Committee’s determination of any adjustment
pursuant to this Section 4.3 shall be final, conclusive and
binding.
SECTION 5. DURATION OF THE RSP
The RSP shall continue until all Restricted Stock subject to it
shall have been granted and vested under the RSP, subject to the
provisions of the RSP regarding amendments thereto and termination
thereof.
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SECTION 6. SHARES OF RESTRICTED
STOCK
6.1 Grant of Shares of Restricted Stock
(a) Awards of Restricted Stock to Participants shall be granted
under a Restricted Stock Agreement between the Company and the
Participant which shall provide that the shares subject to any such
award shall be subject to such forfeiture and other conditions,
including the provisions of Section 6.7 hereof, as the
Committee shall designate, which are consistent with the terms of
this RSP.
(b) Awards of Restricted Stock to Eligible Directors shall
automatically be granted hereunder, without further action
required, to each Eligible Director of the Company on the date of
his or her initial election or appointment as a director of the
Company ("Initial Grant") and on the date of every Annual Meeting
of the Stockholders ("Annual Meeting") commencing with the Annual
Meeting scheduled for January 24, 2008 ("Subsequent Grant").
No director shall be entitled to an Initial Grant if his or her
initial election or appointment to the Board occurred on or after
June 1 st of
the fiscal year in which he or she joined the Board. No director
who has received an Initial Grant shall be entitled to receive a
Subsequent Grant during the same fiscal year of the Company, no
director shall be entitled to receive more than one Subsequent
Grant in any fiscal year of the Company and no director shall be
entitled to more than one Initial Grant. Initial Grants shall
consist of approximately $65,000 of Restricted Stock valued by
dividing $65,000 by the Fair Market Value of a share Common Stock
on the date of grant and rounding to the nearest 100 shares.
Subsequent Grants shall consist of approximately $65,000 of
Restricted Stock valued by dividing $65,000 by the Fair Market
Value of a share of Common Stock on the date of grant and rounding
to the nearest 100 shares.
6.2 Vesting Except as otherwise provided in Sections 7.1
and/or 6.8 hereof, Restricted Stock granted hereunder will vest on
a cumulative basis in equal annual increments of one-fourth of the
shares granted, commencing on the day preceding the first
anniversary of the grant of the Restricted Stock for Key Employees
and the second anniversary of the grant of the Restricted Stock for
Eligible Directors. Those shares will be fully vested after a
period of four (4) years from the day preceding the date of
grant for Key Employees and five (5) years from the day
preceding the date of grant for Eligible Directors. With respect to
Restricted Stock granted to Key Employees, the Committee, may
(i) accelerate the vesting of such Restricted Stock subject to
such terms and conditions as the Committee deems necessary or
desirable to effectuate the purpose of the RSP or
(ii) specifically provide at the date of grant for another
vesting schedule which is different than the vesting schedule set
forth in the first two sentences of this Section 6.2. In
addition, with respect to Restricted Stock granted to Key
Employees, the Committee may grant Restricted Stock that is
immediately vested upon the date of issuance.
6.3 Transferability Subject to Sectio
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