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EXHIBIT 10
(k)
ALBERTO-CULVER
COMPANY
2006 STOCK OPTION
PLAN
FOR NON-EMPLOYEE
DIRECTORS
(as amended through
October 24, 2007)
1. Purpose. The
principal purpose of the 2006 Stock Option Plan for Non-Employee
Directors (the “Director Plan”) is to benefit
Alberto-Culver Company (the “Company”) and its
subsidiaries by offering its non-employee directors an opportunity
to become holders of the Company’s 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 to encourage them to continue serving
as directors of the Company.
2. Administration. The
Director Plan shall be administered by the Board of Directors,
whose interpretation of the terms and provisions of the Director
Plan shall be final, conclusive and binding. No member of the Board
of Directors shall be liable for any action or determination made
in good faith with respect to the Director Plan or any option
thereunder.
3. Eligibility.
Options shall be granted under this Director Plan only to members
of the Board of Directors who are not officers or employees of the
Company or any of its subsidiaries (“Eligible
Directors”).
4. Granting of
Options.
(a) Subject to
Section 4(c), an option to purchase approximately $300,000 of
Common Stock from the Company shall be automatically granted by the
Board of Directors, without further action required, to each
director of the Company upon his or her initial election or
appointment as a director of the Company (“Initial
Grant”); provided such director is eligible at that time
under the terms of paragraph 3 of this Director Plan and was not a
director of the Company prior to November 1, 2006. The number
of shares subject to such option shall be calculated by dividing
$300,000 by the Fair Market Value (as defined in Section 5) of
the Company’s Common Stock on the option grant date rounded
to the nearest 100 shares. No person may be granted more than one
option pursuant to this paragraph 4(a) of this Director Plan. Any
director initially elected or appointed as a director of the
Company after November 1, 2006 and prior to December 1,
2006 shall receive an Initial Grant on December 1,
2006.
(b) Subject to
Section 4(c), an option to purchase approximately $150,000 of
Common Stock from the Company shall be automatically granted by the
Board of Directors, without further action required, on
January 25, 2007 and subsequently on the date of every Annual
Meeting of the Stockholders of the Company commencing with the
Annual Meeting of the Stockholders of the Company following the
effective date of this Director Plan as set forth in
Section 13, to each director of the Company (“Subsequent
Grant”); provided such director is eligible at that time
under the terms of paragraph 3 of this Director Plan. The number of
shares subject to such option shall be calculated by dividing
$150,000 by the Fair Market Value (as defined in Section 5) of
the Company’s Common Stock on the option grant date rounded
to the nearest 100 shares. No director who has received an Initial
Grant shall be entitled to receive a Subsequent Grant during the
same fiscal year of the Company and no director shall be entitled
to receive more than one Subsequent Grant in any fiscal year of the
Company.
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(c) An aggregate of 500,000
shares of Common Stock shall be available under this Director Plan.
Such number of shares, and the number of shares subject to options
outstanding under this Director Plan, shall be subject in all cases
to adjustment as provided in paragraph 10. Shares subject to
options may be made available from unissued or treasury shares of
stock. If any option granted under the Director Plan shall
terminate or be surrendered or expire unexercised, in whole or in
part, the shares so released from such option may be made the
subject of additional options granted under the Director Plan. In
the event that the shareholders of the Company approve at the
Annual Meeting of Shareholders scheduled to be held on
January 24, 2008 (the “2008 Meeting”) an amendment
to the 2006 Restricted Stock Plan whereby Eligible Directors
receive an automatic grant of shares of restricted stock, then no
more stock options shall be granted hereunder without shareholder
approval and no automatic grant shall be made hereunder on the date
of the 2008 Meeting.
(d) Nothing contained in this
Director Plan or in any option granted pursuant hereto shall confer
upon any optionee any right to continue serving as a director of
the Company or interfere in any way with any right of the Board of
Directors or stockholders of the Company to remove such director
pursuant to the certificate of incorporation or by-laws of the
Company or applicable law.
5. Option Price.
Subject to adjustment under paragraph 10, the option price shall be
the Fair Market Value (as defined below) of the Company’s
Common Stock on the date the option is granted. For purposes of the
Director Plan, “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.
6. Duration of Options,
Increments and Extensions. Subject to the provisions of
paragraph 8, each option shall be for a term of ten
(10) years. Subject to the provisions of paragraph 11, each
option shall become exercisable with respect to 25% of the total
number of shares on the day preceding the one (1) year
anniversary of the date of grant and with respect to an additional
25% at the end of each twelve-month period thereafter during the
succeeding three years.
7. Exercise of Option.
An option may be exercised by giving written notice to the Company
specifying the number of shares of Common Stock to be purchased,
accompanied by the full purchase price for such number of shares,
(i) in cash, (ii) by check, (iii) by delivery of
previously owned shares of Common Stock, or (iv) by a
combination of these methods of payment. However, under no
circumstances may any optionee deliver previously owned shares of
Common Stock obtained from the exercise of options under any stock
option plan of the Company during the six months immediately
preceding the exercise date. The per share value of the Common
Stock delivered in payment of the option price shall be the Fair
Market Value of the Common Stock on the date of
exercise.
8.
Termination—Exercise Thereafter.
(a) Upon the death of an
optionee, all unvested options shall immediately vest and
the
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executors or administrators of his or
her estate or legatees or distributees shall have the right during
the one (1) year period following his or her death (but not
after the expiration of the term of any such options) to exercise
any unexercised options.
(b) Upon any optionee’s
resignation from the Board of Directors due to disability or
retirement, all unvested options shall immediately vest and the
optionee’s options shall terminate one (1) year after
his or her resignation (but not after the expiration of the term of
any such option).
(c) If the optionee’s
termination from service on the Board of Directors is for any
reason other than death, disability or retirement, the
optionee’s options shall terminate three (3) months
after his or her termination (but not after the expiration of the
term of any such option).
9. Non-Transferability of
Options. No option shall be transferable by the optionee
otherwise than by will or the laws of descent and distribution, and
each option shall be exercisable during an optionee’s
lifetime only by the optionee.
10. Adjustment upon Change
in Stock. Each option, the number and kind of shares subject to
future options and the number of shares subject to options that
shall be automatically granted by the Board of Directors under the
Director Plan shall be adjusted, as may be determined to be
equitable in the sole and absolute discretion of the Board of
Directors, 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, recapitalization, reclassification, issuance
of Common Stock, extraordinary cash dividend, issuance of rights to
purchase Common Stock, issuance of securities con
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