Exhibit 10 (o)
ALBERTO-CULVER
COMPANY
2006 STOCK OPTION
PLAN
FOR NON-EMPLOYEE
DIRECTORS
1. Purpose.
The principal purpose of the 2006
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 $.01 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. 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.
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 option to
purchase approximately $300,000 of Common Stock from the Company
shall be automatically granted by the Board of Directors, without
further action required, to each director of the Company upon his
or her initial election or appointment as a director of the Company
(“Initial Grant”); provided such director is eligible
at that time under the terms of paragraph 3 of this Director Plan
and was not a director of the Company prior to November 1,
2006. The number of shares subject to such option shall be
calculated by dividing $300,000 by the Fair Market Value (as
defined in Section 5) of the Company’s Common Stock on
the option grant date rounded to the nearest 100 shares. No person
may be granted more than one option pursuant to this paragraph 4(a)
of this Director Plan. Any director initially elected or appointed
as a director of the Company after November 1, 2006 and prior
to December 1, 2006 shall receive an Initial Grant on
December 1, 2006.
(b) An option to
purchase approximately $150,000 of Common Stock from the Company
shall be automatically granted by the Board of Directors, without
further action required, on January 25, 2007 and subsequently
on the date of every Annual Meeting of the Stockholders of the
Company commencing with the Annual Meeting of the Stockholders of
the Company following the effective date of this Director Plan as
set forth in Section 13, to each director of the Company
(“Subsequent Grant”); provided such director is
eligible at that time under the terms of paragraph 3 of
1
this Director Plan. The number of shares subject
to such option shall be calculated by dividing $150,000 by the Fair
Market Value (as defined in Section 5) of the Company’s
Common Stock on the option grant date rounded to the nearest 100
shares. No director who has received an Initial Grant shall be
entitled to receive a Subsequent Grant during the same fiscal year
of the Company and no director shall be entitled to receive more
than one Subsequent Grant in any fiscal year of the
Company.
(c) An aggregate of
500,000 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.
(d) 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.
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 stock
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) Upon the death of an
optionee, all unvested options shall immediately vest and the
executors or administrators of his or her estate or legatees or
distributees shall have the right during the
2
one (1) year period following his or her
death (but not after the expiration of the term of any such
options) to exercise any unexercised options.
(b) Upon any
optionee’s resignation from the Board of Directors due to
disability or retirement, all unvested options shall immediately
vest and 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)
(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 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 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 an
