EXHIBIT 10 (g)
ALBERTO-CULVER
COMPANY
1994 STOCK OPTION
PLAN
FOR NON-EMPLOYEE
DIRECTORS
(as amended through
October 26, 2006)
1. Purpose.
The principal purpose of
the 1994 Stock Option Plan for Non-Employee Directors (the
“Director Plan”) is to benefit Alberto-Culver Company
(the “Company”) and its subsidiaries by offering its
non-employee directors an opportunity to become holders of the
Company’s Common Stock, par value $.22 per share
(“Common Stock”), in order to enable them to represent
the viewpoint of other stockholders of the Company more effectively
and to encourage them to continue serving as directors of the
Company.
2. Administration.
The Director Plan shall
be administered by the Board of Directors, whose interpretation of
the terms and provisions of the Director Plan shall be final,
conclusive and binding. No member of the Board of Directors shall
be liable for any action or determination made in good faith with
respect to the Director Plan or any option thereunder.
3. Eligibility.
Options shall be granted
under this Director Plan only to members of the Board of Directors
who are not officers or employees of the Company or any of its
subsidiaries.
4. Granting of
Options.
(a) An aggregate of
315,000 shares of Common Stock shall be available under this
Director Plan. Such number of shares, and the number of shares
subject to options outstanding under this Director Plan, shall be
subject in all cases to adjustment as provided in paragraph 10.
Shares subject to options may be made available from unissued or
treasury shares of stock. If any option granted under the Director
Plan shall terminate or be surrendered or expire unexercised, in
whole or in part, the shares so released from such option may be
made the subject of additional options granted under the Director
Plan. After January 23, 2003, no more stock options shall be
granted hereunder.
(b) Nothing contained in
this Director Plan or in any option granted pursuant hereto shall
confer upon any optionee any right to continue serving as a
director of the Company or interfere in any way with any right of
the Board of Directors or stockholders of the Company to remove
such director pursuant to the certificate of incorporation or
by-laws of the Company or applicable law.
5. Option
Price. Subject to adjustment under
paragraph 10, the option price shall be the Fair Market Value (as
defined below) of the Company’s Common Stock on the date the
option is granted. For purposes of the Director Plan, “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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6. Duration of
Options, Increments and Extensions. Subject to the provisions of
paragraph 8, each option shall be for a term of ten
(10) years. Subject to the provisions of paragraph 11, each
option shall become exercisable with respect to 25% of the total
number of shares on the day preceding the one (1) year
anniversary of the date of grant and with respect to an additional
25% at the end of each twelve-month period thereafter during the
succeeding three years.
7. Exercise of
Option. An
option may be exercised by giving written notice to the Company
specifying the number of shares of Common Stock to be purchased,
accompanied by the full purchase price for such number of shares,
(i) in cash, (ii) by check, (iii) by delivery of
previously owned shares of Common Stock, or (iv) by a
combination of these methods of payment. However, under no
circumstances may any optionee deliver previously owned shares of
Common Stock obtained from the exercise of options under any option
plan of the Company during the six months immediately preceding the
exercise date. The per share value of the Common Stock delivered in
payment of the option price shall be the Fair Market Value of the
Common Stock on the date of exercise.
8. Termination -
Exercise Thereafter.
(a) If an optionee dies
without having fully exercised his or her options, the executors or
administrators of his or her estate or legatees or distributees
shall have the right during the one (1) year period following
his or her death (but not after the expiration of the term of any
such options) to exercise such options in whole or in part but only
to the extent that the optionee could have exercised each such
option at the date of his or her death.
(b) If any optionee
resigns from the Board of Directors due to disability or
retirement, the optionee’s options shall terminate one
(1) year after his or her resignation (but not after the
expiration of the term of any such option) and may be exercised
only to the extent that such optionee could have exercised each
such option at the date of his or her resignation.
(c) If the
optionee’s termination from service on the Board of Directors
is for any reason other than death, disability or retirement, the
optionee’s options shall terminate upon said termination;
provided, however, that if such termination occurs following a
Change in Control (as such term is defined in paragraph 11(b)
hereof), the optionee’s options shall terminate three
(3) months after his or her termination (but not after the
expiration of the term of any such option).
9. Non-Transferability
of Options. No option shall be transferable by
the optionee otherwise than by will or the laws of descent and
distribution, and each option shall be exercisable during an
optionee’s lifetime only by the optionee.
10. Adjustment upon
Change in Stock. Each option, the number and kind of
shares subject to future options and the number of shares subject
to options that shall be automatically granted by the Board of
Directors under the Director Plan shall be adjusted, as may be
determined to be equitable in the sole and absolute discretion of
the Board of Directors, in the event there is any change in the
outstanding Common Stock, or any event that could cause a change in
the outstanding Common
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Stock, including, without limitation, by reason
of a stock dividend, recapitalization, reclassification, issuance
of Common Stock, extraordinary cash dividend, issuance of rights to
purchase Common Stock, issuance of securities convertible into or
exchangeable for Common Stock, merger, consolidation, stock split,
reverse stock split, spin-off, combination, exchange or conversion
of shares, or any other similar type of event. The Board of
Director’s determination of any adjustment pursuant to this
paragraph 10 shall be final, conclusive and binding.
11. Change in
Control
(a)&nb
