EXHIBIT 10 (f)
ALBERTO-CULVER
COMPANY
2003 RESTRICTED STOCK
PLAN
(as amended through
September 21, 2006)
SECTION 1.
ESTABLISHMENT AND PURPOSE
1.1 Establishment
The Alberto-Culver
Company (the “Company”) hereby establishes a restricted
stock plan for Key Employees, as defined herein, which shall be
known as the Alberto-Culver Company 2003 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 by providing them with a means to acquire an equity
interest or to increase such interest in the Company in return for
high levels of individual contribution and continued
service.
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 Compensation 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 his or her 65th
birthday 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 Person” 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, salaried 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 a Key Employee
designated by the Committee who is awarded and holds 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, $.22 par value, with 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 when a
Participant’s employment terminates and at the time of such
termination the sum of such Participant’s age and years of
service as an employee of the Company or any of its subsidiaries
equals or exceeds 75 years.
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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.
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.
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 900,000. 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 January 22, 2013, 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 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.
6.2 Vesting
Except as otherwise
provided in Sections 7.1 and/or 6.8 hereof, Restricted Stock
granted to Participants hereunder will vest on a cumulative basis
in equal annual increments of one-fourth of the shares granted,
commencing on the day preceding the second anniversary of the grant
of the Restricted Stock. Those shares will be fully vested after a
period of five (5) years from the day preceding the date of
grant. The Committee, however, may (i) accelerate the vesting
of any Restricted Stock granted hereunder 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.
6.3 Transferability
Subject to
Section 6.8 hereof, a Participant’s rights under the RSP
may not be assigned and any Restricted Stock granted to a
Participant may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated as long as the shares are
subject to forfeiture or other conditions as provided in this RSP,
and as set forth in the Restricted Stock Agreement pursuant to
which such shares were granted.
6.4 Removal of
Restrictions Except as otherwise provided herein,
or as may be required by applicable law, shares of Restricted Stock
covered by each Restricted Stock Agreement made under this RSP will
become freely transferable by the Participant upon vesting in
accordance with Sections 6.2, 6.8 and/or 7.1.
6.5 Other
Restrictions The Committee may impose such other
restrictions on any shares granted pursuant to this RSP as it may
deem advisable, including, without limitation, restrictions
required by (1) federal securities laws, (2) requirements
of any stock exchange upon which such shares of the same class are
listed and (3) any state securities laws applicable to such
shares.
6.6 Certificates
In add
