Exhibit 10 (n)
ALBERTO-CULVER
COMPANY
2006 RESTRICTED STOCK
PLAN
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
2006 Restricted Stock Plan (the “RSP”). 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.
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 the age of retirement 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, 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, $.01 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.
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.
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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
2,500,000. 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.
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.
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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 addition to any legends placed on
certificates pursuant to Section 6.5, the Company reserves the
right to place on each ce
