Copy of Company Deferred Compensation Plan



 EXHIBIT 10(l) 
 Alberto-Culver Company 
 Executive Deferred
Compensation Plan 
 (as amended through July 22, 2009) 







 Table of Contents 
  

					
	I.	  	Preamble, Definitions and Purpose	  	1
			
	 1.1
	  	Preamble	  	1
	 1.2
	  	Definitions	  	1
	 1.3
	  	Purpose	  	3
	 1.4
	  	Bonus Deferrals	  	4
			
	II.	  	Participation	  	4
			
	 2.1
	  	Participation, Notification and Election	  	4
	 2.2
	  	Deferral Procedure	  	4
	 2.3
	  	Intentionally Omitted	  	5
	 2.4
	  	Establishment of Accounts	  	5
	 2.5
	  	Account Valuation and Earnings	  	5
	 2.6
	  	Benefit Payments	  	5
	 2.7
	  	Intentionally Omitted	  	6
	 2.8
	  	Additional Company Contributions	  	6
	 2.9
	  	Change in Control	  	8
			
	III.	  	General Provisions	  	8
			
	 3.1
	  	Funding	  	8
	 3.2
	  	Vesting	  	9
	 3.3
	  	In-Service Withdrawals	  	9
	 3.4
	  	Beneficiary Designation	  	10
	 3.5
	  	Death Benefits	  	10
	 3.6
	  	Administration	  	10
	 3.7
	  	Administrative Fees and Expenses	  	10
	 3.8
	  	Claims Procedure	  	10
	 3.9
	  	Tax Liability	  	11
			
	IV.	  	Exempt Status	  	12
			
	V.	  	Indemnification	  	12
			
	VI.	  	Amendment and Termination	  	12
			
	VII.	  	Miscellaneous	  	12
			
	 7.1
	  	Nonassignability	  	12
	 7.2
	  	No Contract of Employment	  	12









					
	 7.3
	  	Participant Litigation	  	13
	 7.4
	  	Participant and Beneficiary Duties	  	13
	 7.5
	  	Governing Law	  	13
	 7.6
	  	Validity	  	13
	 7.7
	  	Notices	  	13
	 7.8
	  	Successors	  	13









	I.	Preamble, Definitions and Purpose 

  

	1.1	Preamble 

 Pursuant to this plan
document, Alberto-Culver Company and its adopting domestic subsidiaries maintain an unfunded deferred compensation plan, established on November 16, 2006 (“Effective Date”), and known as the Alberto-Culver Company Executive Deferred
Compensation Plan (“Plan”). Under the terms of the Plan, eligible employees of the Alberto-Culver Company and certain of its domestic subsidiaries are allowed to defer a portion of their Compensation. Participants and their beneficiaries
shall have no interest in any Company assets as a source of funds to satisfy the benefit obligations under the Plan. The Plan constitutes an unsecured promise by the Company to make benefit payments in the future and Participants shall have the
status of general unsecured creditors of the Company. 
 The Plan was approved by the stockholders of the Company on November 13, 2006. At
the time of adoption of the Plan by the Company, a plan with the same name was maintained by Alberto-Culver Company, as then constituted (EIN: 36-2257936) (the “Prior Plan”). As of the Effective Date, (i) all amounts that were
deferred or became vested under the Prior Plan on or after January 1, 2005 with respect to current or former employees of the Company shall be credited to Participant accounts and be paid pursuant to the terms of this Plan, and (ii) all
amounts that were deferred and became vested prior to January 1, 2005 with respect to current or former employees of the Company shall continue to be governed by the Prior Plan. 
  

	1.2	Definitions 

 Capitalized terms are
generally defined in the Section where used. The following terms appear in several Sections and are defined below for convenient reference: 
  

	(a)	“Beneficiary” - One or more individuals, trusts or other entities that are designated in the most recent writing by the Participant to receive a benefit in
the event of the Participant’s death. If more than one Beneficiary survives the Participant, such benefit payments shall be made equally to all such Beneficiaries, unless otherwise indicated by the Participant on the beneficiary form.


  

	(b)	“Code” - The Internal Revenue Code of 1986, as amended. 

  

	(c)	“Compensation” - The salary and commissions, where applicable, and bonuses of an employee as set by the Company for a Plan Year, exclusive of any amounts
payable under severance plans, option plans, and any other benefit or welfare plan of the Company now or hereafter existing; provided, that Compensation shall also include incentive pay under the Company’s management incentive plans, management
bonus plans and sales incentive plans, but expressly excluding any incentive pay under the Company’s 2006 Shareholder Value Incentive Plan. The Plan Administrator shall have the discretion to determine which type of incentive pay are included
in Compensation under the foregoing definition, which includes the authority to add or delete incentive plans of the Company. 

  

	(d)	“Compensation Committee” - the Compensation and Leadership Development Committee of the Board of Directors of Alberto-Culver Company.










	(e)	“Company” - Alberto-Culver Company and any direct or indirect domestic subsidiaries which, with the consent of Alberto-Culver Company, adopts this Plan by
resolution of its board of directors. On the date hereof, Alberto-Culver LLC, Alberto-Culver (P.R.) Inc., Alberto-Culver USA, Inc., St. Ives Laboratories, Inc., Pro-Line International, Inc., and Alberto-Culver International, Inc. have adopted this
Plan with the consent of Alberto-Culver Company. Wherever required for the purposes of applying Section 409A of the Code and the Regulations thereunder, the term “Company” shall also include any employer that is required to be treated
as aggregated with the Company and treated as a single employer under Section 414(b), (c), (m) or (o) of the Code. 

  

	(f)	“Deferral Agreement Form” - A written agreement between a Participant and the Company to defer receipt of future Salary Compensation and/or Bonus
Compensation. The Plan Administrator may amend this form from time to time. The Plan Administrator may adopt procedures providing for the Deferral Agreement Form to consist of elections made by a Participant using a website, telephone voice response
system, or other electronic means. 

  

	(g)	“Disability” – A medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than 12 months, and which entitles the Participant to receive disability benefits for a period of not less than 3 months under the Alberto-Culver Company Long Term Disability Plan or any other plan maintained by the Company.


  

	(h)	“Eligible Compensation” - The salary and commissions, where applicable, of an employee as set by the Company for a Plan Year, exclusive of any amounts payable
under bonus and incentive plans, severance plans, option plans, and any other benefit or welfare plan of the Company now or hereafter existing. 

  

	(i)	“Excess Compensation” - Compensation that cannot be taken into account under the 401(k) Plan because such Compensation exceeds the limit on maximum includable
compensation established under Section 401(a)(17) of the Code, or that cannot be included in Compensation under the 401(k) Plan without adversely affecting the tax qualified status of such Plan. 

  

	(j)	“ERISA” - The Employee Retirement Income Security Act of 1974, as amended. 

  

	(k)	“401(k) Plan” - The Alberto-Culver 401(k) and Profit Sharing Plan and, if so determined by the Compensation Committee, any other plan sponsored by a
participating Company that provides a cash or deferred election under Section 401(k) of the Code. 

  

	(l)	“Highly Compensated Employee” - an employee of the Company whose Eligible Compensation is greater than 110% of the dollar amount for the applicable Plan Year
set forth in Code Section 414(q) (or any successor provision), as adjusted by the Internal Revenue Service from time to time. By written direction from the Plan Administrator, the definition of “Highly Compensated Employee” can be
amended with respect to any Plan Year, provided such direction is made prior to the applicable Plan Year. 

  

	(m)	 “Key Employee” – A Participant who is a “key employee” as defined in Section 416(i)(1)(A) of the Code. The status of
Participants as Key Employees shall be determined as of the last day of each Plan Year, and shall apply for the 12-month period beginning on the following April 1. For purposes of determining which Participants are



  

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considered Key Employees pursuant to Section 416(i)(1)(A) by reason of their status as officers, the fifty employees of the Company who received the highest compensation for a Plan Year and
who are considered officers within the meaning of the regulations under Section 416 of the Code, whether or not they are Participants, shall be considered Key Employees. For purposes of the preceding sentence, “compensation” shall
mean the total taxable compensation required to be reported in Box 1 of Form W-2 (or any substitute form) for the Plan Year, but shall not include compensation paid to a nonresident alien which is not effectively connected with the conduct of a
trade or business within the United States. The provisions of this Section 1.2(m) are intended as elections as to the manner of determining specified employees in accordance with Treasury Regulations §1.409A-1(i)(8), and shall be applied
to all nonqualified deferred compensation plans maintained by the Company. 


  

	(n)	“Bonus Compensation” – The annual cash bonus paid under either the Alberto-Culver Company Management Incentive Plan (“MIP”) or Management Bonus
Plan (“MBP”). 

  

	(o)	Intentionally Omitted 

  

	(p)	“Salary Compensation” – Salary and commissions, where applicable, of any employee as set by the Company for a Plan Year. 

  

	(q)	“Participant” - A Highly Compensated Employee who meets the participation requirements set forth in Section 2.1 and either elects to participate in the
Plan in accordance herewith or is credited with additional contributions pursuant to Section 2.8. 

  

	(r)	“Plan Administrator” - An individual selected from time to time by the Compensation Committee to administer the Plan and perform all accounting and
administrative functions in connection therewith. All or a portion of the accounting and administrative functions may be delegated by the Plan Administrator to a third party. 

  

	(s)	“Plan Year” - Each 12 consecutive month period commencing on January 1 and ending on December 31. 

  

	(t)	Intentionally Omitted 

  

	(u)	“Termination of Employment” – Any “separation from service” within the meaning of Section 409A of the Code. 

  

	1.3	Purpose 

 Alberto-Culver Company
and certain of its domestic subsidiaries sponsor the 401(k) Plan for the benefit of their U.S. employees and their beneficiaries. The 401(k) Plan operates as a “qualified plan”, as defined under the Code, and therefore is subject to
deferral limitations contained therein. The Plan is established to mitigate the effect of these limitations by allowing Participants to defer a greater portion of their Compensation and the earnings thereon than is permitted solely under the 401(k)
Plan, and to provide for certain other forms of deferred compensation for Participants. 
  

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	1.4	Bonus Deferrals 

 Participants
under the MIP and MBP will be entitled to defer a portion of their Bonus Compensation under the terms of this Plan, provided such participants qualify as a Highly Compensated Employee. All such amounts deferred hereunder shall be governed by the
terms of this Plan and not by the terms of the MIP or MBP. In no event shall any deferral of Bonus Compensation exceed the actual cash bonus paid under the MIP or MBP, less all amounts withheld therefrom. 
  

	II.	Participation 

  

	2.1	Participation, Notification and Election 

 The Plan Administrator shall provide notification to the Highly Compensated Employees of their eligibility to participate in the Plan. The determination of whether an employee is a Highly Compensated Employee will be calculated based upon
such employee’s applicable Eligible Compensation in the preceding calendar year. The determination of whether a new hire is a Highly Compensated Employee will be calculated based upon such new hire’s initial annual salary (without regard
to commissions, if any) at the time of hire. The Plan Administrator shall further provide eligible employees with a Deferral Agreement Form. Eligible employees shall elect on the Deferral Agreement Form for the applicable Plan Year, the
(i) percentage of Salary Compensation and/or Bonus Compensation to be deferred in that Plan Year, (ii) commencement date of distributions with respect to deferrals made in such Plan Year, which may be either a specified date or upon
Termination of Employment, (iii) method of distribution which may be either a single-sum distribution or annual distribution installments which can be no more than ten, and (iv) any other elections required by the Plan Administrator and
set forth on the Deferral Agreement Form. In the case of annual installments, each installment shall be equal to the balance in the Participant’s account immediately prior to the installment divided by the number of remaining installments, and
if any distribution to a Key Employee is required to be deferred until six months after his Termination of Employment, such deferral shall apply only to the first installment and the remaining installments shall be paid in accordance with the
original schedule. A Participant is not permitted to (i) defer Salary Compensation or Bonus Compensation for a pay period which has commenced prior to the date on which the Deferral Agreement Form is signed by the Participant and delivered to
the Plan Administrator and (ii) with the exception of the Participant’s Termination of Employment with the Company or a Change in Control as set forth in Section 2.9, defer Salary Compensation or Bonus Compensation for a period of
time less than three years from the commencement date of such deferrals. 
  

	2.2	Deferral Procedure 

 All elections
shall be made (i) in the case of Bonus Compensation at the time specified in the MBP or MIP, as applicable, and (ii) in the case of Salary Compensation before the beginning of the Plan Year in which the services are to be performed, with
the exception of a new hire. For purposes of this Section 2.2, a Participant who was previously eligible to participate in any elective nonqualified deferred compensation plan maintained by the Company shall not be considered a new hire unless
either all amounts previously deferred by him or her (other than amounts deferred and vested prior to January 1, 2005) were distributed to him or her prior to the date or rehire, or at least twenty-four months have elapsed since he or she was
last eligible to defer any compensation under any such plan (other than accrual of earnings). Subject to applicable law, the deferral amount shall not be included as wages subject to federal income tax

  

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on the Participant’s federal income tax withholding statement. Participant deferrals shall be subject to employment taxes, including Federal Insurance Contributions Act contributions, and
any state or local taxes as required. The Participant must elect to defer not less than 1% and not more than (i) 50% of his/her Salary Compensation and/or (ii) 100% of his/her Bonus Compensation, provided that under no circumstances shall
the amount of (i) Bonus Compensation deferred exceed 100% of the Participant’s Bonus Compensation less all amounts withheld therefrom or (ii) Salary Compensation deferred exceed 100% of the Participant’s Salary Compensation less
all amounts withheld therefrom. Such deferral percentages must be in 1% increments. By written direction from the Plan Administrator, the percentage of Salary Compensation that may be deferred can be amended with respect to any Plan Year, provided
such direction is made prior to the applicable Plan Year. 
 All elections shall be made as provided in the previous paragraph with the
exception of a new hire. A new hire will be allowed to participate in the Plan and elect to defer Salary Compensation provided such employee submits a Deferral Agreement Form within 30 days of the date of hire. In such an event, the new employee
shall become a Participant on the first day of the first payroll period beginning in the next calendar quarter following the date on which the Deferral Agreement Form is submitted to the Plan Administrator. If a new employee fails to submit a
Deferral Agreement Form within such 30 day period, the new employee will not be allowed to defer Salary Compensation under the Plan until the beginning of the next Plan Year. Each Plan Year, Participants will be required to complete a new Deferral
Agreement Form prior to the commencement of such Plan Year if they wish to defer income for that Plan Year. 
 Notwithstanding the foregoing,
deferrals under this Plan for the 2006 Plan Year shall be governed by deferral elections made for the 2006 plan year under the Prior Plan. 
  

	2.3	Intentionally Omitted. 

  

	2.4	Establishment of Accounts 

 Each
Participant shall have an account established by the Plan Administrator and Participant statements will be distributed to Participants in the Plan on not less than a quarterly basis. The Company will maintain an accrual for the aggregate amount of
deferred benefits under the Plan on the Company’s accounting records. A Participant’s account may be divided into subaccounts as necessary to reflect different payment or vesting terms, or for other purposes as the Plan Administrator may
determine. 
  

	2.5	Account Valuation and Earnings 

 The account established for each Participant under Section 2.4 will be valued on not less than a quarterly basis. Such account shall be adjusted quarterly to reflect a reasonable fixed annual rate of interest as determined by the
Compensation Committee. This rate may be prospectively adjusted on an annual or more frequent basis as deemed appropriate by the Compensation Committee. The rate chosen by the Compensation Committee from time to time shall apply to the entire
balance of all Participants’ accounts. 
  

	2.6	Benefit Payments 

 Except as
otherwise provided in Sections 2.7 and 2.8, the portion of the account established for each Participant under Section 2.4 that represents amounts deferred for each Plan Year (and the earnings thereon) shall be payable to the Participant as
provided in the Deferral Agreement Form

  

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for such Plan Year (or, in the case of a Participant who is allocated a contribution in a Plan Year without having entered into a Deferral Agreement Form for such Plan Year, in a lump sum upon
Termination of Employment). The Plan Administrator may allow, in its discretion, for amendments by a Participant to his Deferral Agreement Form with respect to the timing or form of payment, provided that any such amendment shall be made at least
one year prior to the scheduled payment date (and shall be void if the payment date occurs within one year after the amendment is made), shall defer the scheduled payment date by at least five years, and shall otherwise comply with Section 409A
of the Code. For purposes of Section 409A of the Code, all installment payments shall be treated as a single payment. In the event of any of the following occurrences, the vested portion of the account established for each Participant under
Section 2.4 shall be payable to the Participant or Beneficiary no later than 90 days after the day on which: 
  

	(a)	The Participant incurs a Termination of Employment and the Participant has not elected a future deferral payment date in his Deferral Agreement Form, provided that if
the Participant is a Key Employee and the Termination of Employment did not result from death, payment (or, if the Participant has elected payment in installments, payment on the first installment) shall be deferred until six months after the date
of termination; 

 or 
  

	(b)	a Change in Control occurs as set forth in Section 2.9 (at which time the entire account shall vest). In addition, upon liquidation of the Company, which is
subject to tax under Section 331 of the Code, the Plan shall be terminated not later than twelve months after the date of the formal adoption of a plan of liquidation and the vested portion of the accounts established for each Participant under
Section 2.4 shall be paid to each Participant or Beneficiary by the end of the year in which the termination occurs (or as soon as administratively practicable) . 

  

	2.7	Intentionally Omitted. 

  

	2.8	Additional Company Contributions. 

 For each Plan Year, the Company shall credit the following amounts to Participants’ accounts: 
  

	(a)	With respect to Participants who receive Excess Compensation in any Plan Year, an amount equal to the excess, if any, of (i) the amount of matching contributions
that would have been contributed to the Participant’s account in the 401(k) Plan for such Plan Year if the Participant’s Excess Compensation had been taken into account under the 401(k) Plan and the Participant had elected to defer the
maximum percentage of his Compensation (including the Excess Compensation) permitted under the 401(k) Plan (disregarding any limits imposed on maximum contributions under the Code, and regardless of whether the Participant actually elects to defer
any portion of his Compensation under this Plan), over (ii) the amount of matching contributions actually contributed to such Participant’s 401(k) Plan account for the Plan Year. Such amounts shall be credited as of the date on which the
matching contributions are made under the applicable 401(k) Plan. 

  

	(b)	 With respect to Participants in the 401(k) Plan who receive a profit sharing contribution under the terms of the 401(k) Plan (the “Profit Sharing
Contribution”) and who receive Excess Compensation in the fiscal year of the Profit-Sharing Contribution that ends during the Plan Year (the “Profit-Sharing Year”), an amount equal to the excess, if any,



  

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of (i) the amount of Profit Sharing Contributions that would have been contributed to the Participant’s account in the 401(k) Plan for such Profit-Sharing Year if the Participant’s
Excess Compensation had been taken into account for the Profit-Sharing Contribution under the 401(k) Plan, over (ii) the amount of Profit Sharing Contributions actually contributed to such Participant’s account for such Profit-Sharing
Year. Such amounts shall be credited as of the date on which the Profit Sharing Contributions are made under the 401(k) Plan. 


  

	(c)	With respect to each Participant who is a participant in the Company’s 1994 Shareholder Value Incentive Plan as of October 1, 2003, a supplemental amount in
an amount to be determined by the Compensation Committee in its sole discretion. Unless otherwise determined by the Compensation Committee, each such Participant shall be entitled to a supplemental contribution for the number of Plan Years,
beginning with 2004, equal to the integer determined by dividing the Participant’s full years of employment with the Company as of December 31, 2003, by three (disregarding any fractional period). The supplemental contribution for each
Plan Year shall be equal to the total additional Company contributions allocated to the Participant under Sections 2.8(a) and 2.8(b) above for such Plan Year. Such amount (the “Section 2.8(c) Credit”) shall be credited no later than five
business days following the date on which the matching contributions are made under the applicable 401(k) Plan only to Participants entitled to a supplemental contribution for the Plan Year and still employed on the last day of the applicable Plan
Year, and no Participant shall be entitled to more than five such payments. The Plan Administrator may divide the Section 2.8(c) Credit into two credits, provided the full amount of the Section 2.8(c) Credit is made on or before five
business days following the date on which matching contributions are made under the applicable 401(k) Plan. 

  

	(d)	Payment of Company contributions (or the first installment thereof depending on the Participant’s election) credited to a Participant’s account in accordance
with Section 2.8(a), (b) and (c) must be deferred until the earliest of (i) the Participant’s Termination of Employment other than by reason of death (or six months following the Termination of Employment in the case of a
Key Employee), (ii) the Participant’s death, or (iii) a Change in Control as set forth in Section 2.9. 

  

	(e)	If in any Plan Year the Company determines that any incentive pay compensation that is deferred under this Plan, or any other similar type of compensation designated by
the Plan Administrator, or any portion thereof (“Disqualified Compensation”) cannot be included in Compensation under the 401(k) Plan without adversely affecting the tax qualified status of such Plan, each effected Participant shall
receive contributions to his account calculated under Section 2.8(a) or (b) as if such Disqualified Compensation were Excess Compensation; provided that if Disqualified Compensation, if included in Compensation, would have been Excess
Compensation, such Participant shall not receive contributions under this Section 2.8(e) which duplicate those received under Section 2.8(a) or (b). 

  

	(f)	The Compensation Committee may, on an individual basis, provide for additional amounts to be credited to the account of certain Participants, which amounts may, without
limitation, compensate a Participant for deferred compensation or retirement income that cannot be provided under a tax qualified plan. Such amounts may be subject to such conditions and limitations, including vesting, as the Compensation Committee
may provide. Any such amounts shall be described in a written agreement between such Participant and the Company (which may be a portion of an employment agreement referencing this Plan), and no person shall have any rights to any such additional
contributions in the absence of such a written agreement. 

  

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	2.9	Change in Control 

 Notwithstanding
any other provisions of the Plan, the entire balance of each Participant’s account shall be distributed to such Participant as soon as reasonably practicable after the date of the occurrence of a Change in Control with respect to such
Participant. Such distribution shall be in the form of a single lump sum cash payment. For purposes of this Section 2.9, the definition of a Change in Control shall be as defined by Section 409A of the Code. 
  

	III.	General Provisions 

  

	3.1	Funding 

 All amounts paid under
the Plan shall be paid in cash from the general assets of the Company. Such amounts shall be reflected on the accounting records of the Company, but shall not be construed to create or require the creation of a trust, custodial account or escrow
account. No Participant shall have any right, title, or interest in any assets, accounts or funds that the Company may establish to aid in providing benefits under the Plan or otherwise. The Plan does not create a trust or establish any fiduciary
relationships between the Company and any Participant or Beneficiary of the Plan, nor will any interest other than that of an unsecured creditor exist. 
 Alberto-Culver Company may, but shall not be obligated to, establish one or more trusts and contribute, or cause Companies to contribute, amounts to such trusts to be used for the payment of benefits
under this Plan. Any such trust shall be of the type commonly referred to as a “rabbi trust”, and each Company shall be treated as the owner of the portion of assets of such trust contributed by such Company for tax purposes in accordance
with Section 671 through Section 678 of the Code. The assets of any such trust shall remain subject to the claims of creditors of the Company contributing such assets, and no Participant or any other person shall have any beneficial
interest in or other claim to the assets of any such trust beyond that of a general creditor as provided above. Any payments made to or on behalf of a Participant from any such trust shall fully discharge the liability of the Company to such
Participant under the Plan to the extent of the amount so paid. If Alberto-Culver Company elects to establish one or more such trusts, the Plan Administrator shall have the right to select, remove, and replace the trustee thereof at any time in its
sole discretion, and shall enter into one or more agreements governing such trust containing such terms as it determines, and may modify, amend or revoke any such agreements, all in his sole discretion. Anything else to the contrary notwithstanding,
in no event shall any amount be deposited on or after August 17, 2006, into any trust, or otherwise set aside in an arrangement designated by the Internal Revenue Service, for the payment of benefits to any Participant who either is, or at the
time of his Termination of Employment was, either subject to Section 16 of the Securities Exchange Act of 1934, or an executive officer whose compensation is required to be included in the Company’s annual proxy statement, during any
“restricted period” as defined in Section 409A(b)(3) of the Code, as amended by Section 116 of the Pension Protection Act of 2006. 
  

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	3.2	Vesting 

 A Participant is always
100% vested in such Participant’s own contributions and the earnings thereon. Except as otherwise provided in a separate agreement pursuant to Section 2.8(f), Participants will vest in all Company contributions upon the earliest to occur:
(i) Participant’s completion of five Years of Service (as defined in the 401(k) Plan), (ii) Participant’s Retirement (as defined in the 2006 ACSOP), (iii) Change in Control occurs as set forth in Section 2.9, and
(iv) Participant’s death or Disability. 
  

	3.3	In-Service Withdrawals 

 Except as
described in this Section 3.3 (or procedures established by the Plan Administrator pursuant to Section 2.6), the date upon which deferral distributions commence and the number of equal annual installments payable starting on such
commencement date shall be irrevocable. Participants may request to receive an early distribution of all or a portion of the vested balance of the account owed to the Participant, except that a Participant may only receive an early distribution of
an amount deferred after December 31, 2004 (or which was not vested on December 31, 2004), or the income thereon, to the extent necessary to satisfy an “Unforeseeable Emergency” as provided below. A single-sum payment shall be
paid to Participants who request such distribution. An early distribution paid to a Participant of amounts deferred prior to January 1, 2005 shall result in a penalty equal to 10% of such early distribution. The Participant will forfeit all
right, title and interest to an amount equal to such penalty. The early distribution shall be paid to the Participant net of the 10% penalty and any required withholding taxes pursuant to Section 3.9. 
 Notwithstanding the preceding paragraph, any request for an early distribution of all or a portion of the vested balance of the account owed to the
Participant on account of an “Unforeseeable Emergency” shall not bear the 10% early distribution penalty and may be requested for any amounts deferred hereunder. For purposes of this Section 3.3, an Unforeseeable Emergency is a severe
financial hardship to the Participant resulting from the need to pay medical expenses of the Participant, the Participant’s primary designated Beneficiary, or a dependent (as defined in Section 152(a) of the Code without regard to
Section 152(b)(1), (b)(2) and (d)(1)(B)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances beyond the control of the Participant. The determination of
whether a request for an early distribution is on account of an Unforeseeable Emergency shall be made by the sole discretion of the Plan Administrator who shall apply the standards prescribed under Section 409A of the Code. 
 Any early distribution on account of an Unforeseeable Emergency may not be made to the extent such hardship is or may be relieved by (i) reimbursement
or compensation by insurance or otherwise, (ii) liquidation of the Participant’s assets, to the extent the liquidation of such assets would not itself cause severe financial hardship, or (iii) cessation of deferrals under the Plan.
Early distributions because of an Unforeseeable Emergency will only be permitted to the extent reasonably needed to satisfy the emergency need in addition to any amounts necessary to pay any federal, state or local income taxes reasonably
anticipated to result from the early distribution. 
  

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	3.4	Beneficiary Designation 

 Each
Participant shall have the right to designate a Beneficiary to receive death benefits under the Plan. If no Beneficiary designation is made or if no such designated Beneficiary survives the Participant, the Plan Administrator shall direct benefit
payments to be made to the Participant’s spouse or to the Participant’s estate if no spouse is living. 
  

	3.5	Death Benefits 

 Death benefits
shall be paid as a single-sum to the Participant’s Beneficiary within 90 days after the day on which the Participant dies. 
  

	3.6	Administration 

 Alberto-Culver
Company shall be the “administrator” of the Plan for purposes of Section 3(16)(A) of ERISA. The Plan shall be administered on behalf of Alberto-Culver Company by the Plan Administrator, subject to the oversight of the Compensation
Committee; provided, however, that if at any time no individual has been appointed as Plan Administrator, the Plan shall be administered under the oversight of the Compensation Committee by the highest ranking officer in charge of Human Resources
for Alberto-Culver Company or persons acting under his or her authority and supervision, who shall have all authority of the Plan Administrator hereunder. The Plan Administrator shall have full power to construe, administer and interpret the Plan
and full power to adopt such rules and regulations as he/she may deem necessary or desirable to administer the Plan. Any rule, regulation or procedure adopted by the Plan Administrator that is inconsistent with any provision of the Plan that is
administrative or ministerial in nature shall be deemed an amendment to the Plan to the extent of the inconsistency. Subject to Compensation Committee review, which decision to review shall be in the sole discretion of the Compensation Committee,
the Plan Administrator’s decisions are final and binding on all parties. 
  

	3.7	Administrative Fees and Expenses 

 All fees and expenses incurred by the Plan in connection with the administration of the Plan shall be paid by the Company. 
  

	3.8	Claims Procedure 

 Any Participant
or Beneficiary, or any other person asserting the right to receive a benefit under this Plan by virtue of his relationship to a Participant or Beneficiary (the “Applicant”), who believes that he has the right to a benefit that has not been
paid, must file a written claim for such benefit in accordance with the procedures established by the Plan Administrator. All such claims shall be filed not more than one year after the Applicant knows, or with the exercise of reasonable diligence
should have known, of the basis for such claim. The preceding sentence shall not be construed to require a Participant or Beneficiary to file a formal claim for the payment of undisputed benefits in the normal course, but any claim that relates to
the amount of any benefit shall in any event be filed not more than one year after payment of such benefit commences. The Plan Administrator may retain third party Plan Administrators and recordkeepers for the purpose of processing routine matters
relating to the payment of benefits, but correspondence between a Participant, Beneficiary or other person and such third parties shall not be considered claims for purposes of this Section, and a person shall not be considered a Applicant until he
or she has filed a written claim for benefits with the Plan Administrator. 
  

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 All claims for benefits shall be processed by the Plan Administrator, and the Plan Administrator shall
furnish the Applicant within 90 days after receipt of such claim a written notice that specifies the reason for the denial, refers to the pertinent provisions of the Plan on which the denial is based, describes any additional material or information
necessary for properly completing the claim and explains why such material or information is necessary, and explains the claim review procedures of this Section 3.8, and the Applicant’s right to bring an action under Section 502 of
ERISA, subject to the restrictions of paragraph 502(e) if the request for review is unsuccessful. The 90 day period may be extended by up to an additional 90 days if the Plan Administrator so notifies the Applicant prior to the end of the initial 90
day period, which notice shall include an explanation of the reason for the extension and an estimate of when the processing of the claim will be complete. If the Plan Administrator determines that additional information is necessary to process the
claim, the Applicant shall be given a period not less than 45 days to furnish the information, and the time for responding to the claim shall be tolled during the period of time beginning on the date on which the Applicant is notified of the need
for the additional information and the day on which the information is furnished (or if earlier the end of the period for furnishing the information). 
 If the claim is denied in whole or in part, or if the decision on the claim is otherwise adverse, the Applicant may, within 60 days after receipt of such notice, request a review of the decision in writing. If the Applicant requests a
review, the Compensation Committee (or such other fiduciary as the Compensation Committee may appoint for such purpose) shall review such decision. The Compensation Committee’s decision on review shall be in writing and furnished not more than
five days after the meeting at which the review is completed, and shall include specific reasons for the decision, written in a manner calculated to be understood by the Applicant, shall include specific references to the pertinent provisions of the
Plan on which the decision is based, and shall advise the Applicant of his right to bring an action under Section 502 of ERISA, subject to the limitations set forth below. 
 The Compensation Committee’s decision on review shall be delivered to the Applicant not more than 60 days after the request for review is received, which may be extended to not more than 120 days if
special circumstances require and Applicant is notified of the extension by the end of the initial 60 day period, which notice shall explain the reason for the delay and include an estimate of the time at which the review will be complete.

 As additional consideration for receipt of benefits hereunder, each Participant agrees and covenants, on behalf of himself, his
Beneficiaries, and all persons claiming through him, not to initiate any action before any court, under Section 502 of ERISA or otherwise, or before any administrative agency or quasi-judicial tribunal, for any benefit under the Plan, without
having first filed a claim for such benefit and requested review of any adverse decision on such claim in accordance with this Section and the procedures established by the Plan Administrator pursuant to this Section, and in any event not more than
180 days after receipt of the decision on review of the adverse claim decision. 
  

	3.9	Tax Liability 

 The Company will
withhold all required taxes from any payment of benefits. Any tax which is payable upon an amount deferred under the Plan at the time of deferral or subsequent vesting shall be withheld from other current compensation payable to the Participant, and
if no current compensation is otherwise payable the Company shall require such Participant to pay the amount of such tax to the Company. In the event a Participant is subject to tax under Section 409A of the Code, payment of his vested balance
may be accelerated to the extent necessary to pay such tax. 
  

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	IV.	Exempt Status 

 The Plan constitutes an
unfunded supplemental retirement plan and is fully exempt from Parts 2, 3, and 4 of Title I of ERISA. The Plan shall be governed and construed in accordance with Title I of ERISA. 
  

	V.	Indemnification 

 The Plan Administrator,
employees, officers and directors of the Company shall not be held liable for, and shall be indemnified and held harmless by the Company against, any loss, expense or liability relating to the Plan which arises from any action or determination made
in good faith. 
  

	VI.	Amendment and Termination 

 The Company
has established the Plan with the intention and expectation to maintain the Plan for an indefinite period of time. However, Alberto-Culver Company, through action by either the Compensation Committee or the Board of Directors of the Alberto-Culver
Company, reserves the right to amend or to terminate the Plan at any time without Participant or Beneficiary consent. No amendment, however, may reduce the balance in a Participant’s account. Participants and Beneficiaries shall be notified of
such amendment or termination as soon as reasonably practical, but any delay in giving such notice shall not affect the effectiveness of the amendment or termination. The Company shall have the absolute right to pay each Participant his/her entire
vested interest in the Plan in a single-sum upon termination of the Plan. 
  

	VII.	Miscellaneous 

  

	7.1	Nonassignability 

 Neither a
Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any
part thereof, which are, and all rights to which are, expressly declared to be nonassignable and nontransferable. No part of the amounts payable shall, prior to actual payment, be subject to garnishment, seizure or sequestration for the payment of
any debts owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency. 
  

	7.2	No Contract of Employment 

 The
terms and conditions of this Plan shall not be deemed to constitute a contract of employment between the Company and the Participant, and neither the Participant nor the Participant’s Beneficiary shall have any rights against the Company except
as may otherwise be specifically provided herein. Moreover, nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Company or to interfere with the right of the Company to discipline or discharge
him/her at any time. 
  

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	7.3	Participant Litigation 

 In any
action or proceeding regarding the Plan, Participants, employees or former employees of the Company, their Beneficiaries or any other persons having or claiming to have an interest in this Plan shall not be necessary parties and shall not be
entitled to any notice or process. Any final judgment which is not appealed or appealable and may be entered in any such action or proceeding shall be binding and conclusive on the parties hereto and all persons having or claiming to have any
interest in this Plan. 
  

	7.4	Participant and Beneficiary Duties 

 Persons entitled to benefits under the Plan shall file with the Plan Administrator from time to time such person’s post office address and each change of post office address. Each such person entitled to benefits under the Plan also
shall furnish the Plan Administrator with all appropriate documents, evidence, data or information which the Plan Administrator considers necessary or desirable in administering the Plan. 
  

	7.5	Governing Law 

 The provisions of
this Plan shall be construed and interpreted according to the laws of the State of Illinois to the extent not pre-empted by the laws of the United States. To the maximum extent possible this Plan shall be interpreted in a manner that conforms with
the requirements of Section 409A of the Code and the regulations thereunder. 
  

	7.6	Validity 

 In case any provision of
this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted
herein. 
  

	7.7	Notices 

 Any notice or filing
required or permitted to be given to the Plan Administrator or the Company under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail to the Alberto-Culver Company at its principal executive offices
attention Plan Administrator with a copy to the General Counsel of Alberto-Culver Company. Notices shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration
or certification. Any notice required or permitted to be given to a Participant shall be sufficient if in writing and hand delivered or sent by first class mail to the Participant at the last address listed on the records of the Company. 

 

	7.8	Successors 

 The provisions of this
Plan shall bind and inure to the benefit of Company and its successors and assigns. The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire
all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity. 
  

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