EXHIBIT 10 (e)
ALBERTO-CULVER
COMPANY
1994 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 1994 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 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, $.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 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.
After January 23, 2003, no more grants of Restricted Stock
shall be granted hereunder.
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.
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 6.8 and/or 7.1 hereof, Restricted Stock
granted to Participants before July 26, 2001 will vest on a
cumulative basis in equal annual increments of one-fourth of the
shares granted, commencing on the day preceding the fourth
anniversary of the grant of the Restricted Stock. Those shares will
be fully vested after a period of seven (7) years from the day
preceding the date of grant. Except as otherwise provided in
Sections 6.8 and/or 7.1 hereof, Restricted Stock granted to
Participants on or after July 26, 2001 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
