EXHIBIT 10 (m)
ALBERTO-CULVER
COMPANY
DEFERRED COMPENSATION PLAN FOR
NON-EMPLOYEE DIRECTORS
(as amended through
October 23, 2008)
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
2
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&n
