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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 certificate
representing shares of Restricted Stock a restrictive legend,
whi
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