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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 addition to any legends placed on certificates
pursuant to Section 6.5, the Co
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