Exhibit 10.18  


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: 



	(a)
	"Board"
means the Board of Directors of the Company.



	(b)
	"Change
in Control" shall have the meaning set forth in Section 7.2(a).



	(c)
	"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.



	(d)
	"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.



	(e)
	"Exempt
Person" and "Exempt Persons" shall have the meaning set forth in Section 7.2(b).



	(f)
	"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.



	(g)
	"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.



	(h)
	"Incumbent
Board" shall have the meaning set forth in Section 7.2(c).



	(i)
	"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)
	"Restricted
Stock" shall mean the Common Stock of the Company, $.22 par value, with restrictions as described in Section 6.



	(k)
	"Restricted
Stock Agreement" shall have the meaning set forth in Section 6.1.



	(l)
	"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. 




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. 


         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. 


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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. 


         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, which legend may be in the following form: 



The
sale or other transfer of shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to the restrictions on transfer and forfeiture
conditions (which include the satisfaction of certain employment service requirements) set forth in the Alberto-Culver Company 2003 Restricted Stock Plan and Restricted Stock Agreement. A copy of such
agreement may be inspected at the offices of the Secretary of the Company. 




All
certificates representing shares of Restricted Stock may be held by the Secretary of the Company in escrow on behalf of the Participant awarded such shares, together with a Power of Attorney (if
any) executed by the Participant, in the form satisfactory to the Committee and authorizing the Company to transfer such shares as provided in the Restricted Stock Agreement, until such time as all
restrictions imposed on such shares pursuant to the RSP and the Restricted Stock Agreement have expired or been earlier terminated. 


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         6.7   Termination of Employment    In the event that, prior to the removal of restrictions on shares of Restricted Stock as
contemplated by
Section 6.4, a Participant's employment with the Company terminates for any reason other than death, Retirement, Disability, or a Change in Control, any shares subject to time period
restrictions or other forfeiture conditions at the date of such termination shall automatically be forfeited to the Company. A Participant shall not forfeit any rights to Restricted Stock previously
granted to him, solely because he ceases to qualify as a Key Employee. 


         6.8   Death, Retirement or Disability


        (a)   In
the event that, prior to the removal of restrictions on shares of Restricted Stock as contemplated by Section 6.4, a Participant's employment with the Company
terminates because of death or Disability, any uncompleted portion of a time period restriction or other forfeiture conditions, as set forth in the terms of the Restricted Stock Agreement, may be
waived by the Committee. The shares released from such restrictions pursuant to this Section 6.8 thereafter shall be freely transferable by the Participant, subject to any applicable legal
requirements. 


        (b)   In
the event that, prior to the removal of restrictions on shares of Restricted Stock as contemplated by Section 6.4, a Participant's employment with the Company
terminates because of Retirement, any uncompleted portion of a time period restriction or other forfeiture conditions, as set forth in the terms of the Restricted Stock Agreement, shall be waived and
all such Restricted Stock shall immediately vest. The shares released from such restrictions pursuant to this Section 6.8 thereafter shall be freely transferable by the Participant, subject to
any applicable legal requirements. 


        (c)   A
Participant may from time to time name in writing any person or persons to whom his or her Restricted Stock should be given if the Participant dies, subject to the
waiver of any applicable forfeiture conditions by the Committee pursuant to Section 6.8(a) hereof. Each such beneficiary designation will revoke all prior designations by the Participant with
respect to the RSP, shall not require the consent of any previously named beneficiary, and will be effective only when filed with the Secretary of the Company during the Participant's lifetime. 


        (d)   If
a Participant fails to designate a beneficiary before his or her death, as provided above, or if the beneficiary designated by the Participant dies prior to receiving
the Restricted Stock hereunder, the Company may transfer the Restricted Stock to the surviving spouse of the Participant, or in the event there is no such surviving spouse, to the estate of the
Participant. 


         6.9   Voting Rights    Participants shall have full voting rights with respect to shares of Restricted Stock. 


         6.10 Dividend Rights    Except as the Committee may otherwise determine, Participants shall have full dividend rights (subject to
applicable withholding tax requirements) with any such dividends being paid currently. Dividends paid on shares of Restricted Stock prior to the shares vesting will be treated as wages for federal
income tax purposes and will be subject to withholding taxes by the Company. If all or part of a dividend is paid in shares of stock, the dividend shares shall be subject to the same restrictions on
transferability as the shares of Restricted Stock that are the basis for the dividend. 


         6.11 Security Interest in Shares    In connection with the execution of any Restricted Stock Agreement, the Committee may require
that a
Participant grant to the Company a security interest in the shares of Restricted Stock issued or granted pursuant to this RSP to secure the payment of any sums
(e.g.: income withholding taxes due when restrictions lapse) then owing or thereafter coming due to the Company by such Participant. This security
interest shall continue for such period of time as the certificates representing shares of Restricted Stock are held by the Secretary of the Company in escrow on behalf of the Participant pursuant to
Section 6.6. 


         6.12 Withholding Taxes Due    At any time when a Participant is required to pay to the Company an amount required to be withheld
under
applicable tax laws in connection with the vesting of Restricted Stock (calculated by taking the minimum statutory withholding rates for federal, state and 


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local
tax purposes including payroll taxes, applicable to the income generated by the vesting of such Restricted Stock), the Participant may satisfy this obligation in whole or in part by making an
election to have the Company withhold shares of Restricted Stock having a value equal to the amount required to be withheld. The value of shares to be withheld shall be based on the Fair Market Value
of the Restricted Stock on the date the Participant vests in such shares. 



SECTION 7. CHANGE IN CONTROL  


        7.1   Vesting Upon Change in Control    Notwithstanding any provision of the RSP, all outstanding shares of Restricted Stock
shall
immediately become fully vested upon the occurrence of a Change in Control. 


         7.2   Definitions


        (a)   The
term "Change in Control" means: 



        (1)   the
occurrence of any one or more of the following events: 



        (A)  The
acquisition by any individual, entity or group (a "Person"), including any "person" within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of
beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act of both (x) 20% or more of the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of directors (the "Outstanding Company Voting Securities") and (y) combined voting power of Outstanding Company Voting
Securities in excess of the combined voting power of the Outstanding Company Voting Securities held by the Exempt Persons (as such term is defined in Section 7.2(b));  provided, however, that a Change in Control shall not result from an acquisition of Company Voting
Securities: 



        (i)    directly
from the Company, except as otherwise provided in Section 7.2(a)(2)(A); 


        (ii)   by
the Company, except as otherwise provided in Section 7.2(a)(2)(B); 


        (iii)  by
an Exempt Person; 


        (iv)  by
an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or 



        (v)   by
any corporation pursuant to a reorganization, merger or consolidation involving the Company, if, immediately after such reorganization, merger or consolidation, each
of the conditions described in clauses (i) and (ii) of Section 7.2(a)(1)(C) shall be satisfied. 




        (B)  The
cessation for any reason of the members of the Incumbent Board (as such term is defined below) to constitute at least a majority of the Board. 


        (C)  Consummation
of a reorganization, merger or consolidation unless, in any such case, immediately after such reorganization, merger or consolidation: 



        (i)    more
than 60% of the combined voting power of the then outstanding securities of the corporation resulting from such reorganization, merger or consolidation entitled to
vote generally in the election of directors is then beneficially owned, directly or indirectly, by all or substantially all of the individuals or
entities who were the beneficial owners of the combined voting power of all of the Outstanding Company Voting Securities immediately prior to such reorganization, merger or consolidation; and 


        (ii)   at
least a majority of the members of the board of directors of the corporation resulting from such reorganization, merger or consolidation were members of the 





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Incumbent
Board at the time of the execution of the initial agreement or action of the Board providing for such reorganization, merger or consolidation. 




        (D)  Consummation
of the sale or other disposition of all or substantially all of the assets of the Company other than (x) pursuant to a tax-free
spin-off of a subsidiary or other business unit of the Company or (y) to a corporation with respect to which, immediately after such sale or other disposition: 



        (i)    more
than 60% of the combined voting power of the then outstanding securities thereof entitled to vote generally in the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the combined voting power of all of the Outstanding Company Voting Securities
immediately prior to such sale or other disposition; and 


        (ii)   at
least a majority of the members of the board of directors thereof were members of the Incumbent Board at the time of the execution of the initial agreement or action
of the Board providing for such sale or other disposition. 




        (E)  Approval
by the stockholders of the Company of a plan of complete liquidation or dissolution of the Company. 




        (2)   Notwithstanding
the provisions of Section 7.2(a)(1): 



        (A)  no
acquisition of Company Voting Securities shall be subject to the exception from the definition of Change in Control contained in clause (i) of
Section 7.2(a)(1)(A) if such acquisition results from the exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired
directly from the Company; and 


        (B)  for
purposes of clause (ii) of Section 7.2(a)(1)(A), if any Person (other than the Company, an Exempt Person or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by the Company) shall, by reason of an acquisition of Company Voting Securities by the Company, become the beneficial owner
of (x) 20% or more of the combined voting power of the Outstanding Company Voting Securities and (y) combined voting power of Outstanding Company Voting Securities in excess of the
combined voting power of the Outstanding Company Voting Securities held by the Exempt Persons, and such Person shall, after such acquisition of Company Voting Securities by the Company, become the
beneficial owner of any additional Outstanding Company Voting Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control. 





        (b)   The
term "Exempt Person" (and collectively, the "Exempt Persons") means: 



        (1)   Leonard
H. Lavin or Bernice E. Lavin; 


        (2)   any
descendant of Leonard H. Lavin and Bernice E. Lavin or the spouse of any such descendant; 


        (3)   the
estate of any of the persons described in Section 7.2(b)(1) or (2); 


        (4)   any
trust or similar arrangement for the benefit of any person described in Section 7.2(b)(1) or (2); or 



        (5)   the
Lavin Family Foundation or any other charitable organization established by any person described in Section 7.2(b)(1) or (2). 



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        (c)   The
term "Incumbent Board" means those individuals who, as of October 24, 2002, constitute the Board, provided
that: 



        (1)   any
individual who becomes a director of the Company subsequent to such date whose election, or nomination for election by the Company's stockholders, was approved
either by the vote of at least a majority of the directors then comprising the Incumbent Board or by the vote of at least a majority of the combined voting power of the Outstanding Company Voting
Securities held by the Exempt Persons shall be deemed to have been a member of the Incumbent Board; and 


        (2)   no
individual who was initially elected as a director of the Company as a result of an actual or threatened solicitation by a Person other than the Board or the Exempt
Persons for the purpose of opposing a solicitation by any other Person with respect to the election or removal of directors, or any other actual or threatened solicitation of proxies or consents by or
on behalf of any Person other than the Board or the Exempt Persons shall be deemed to have been a member of the Incumbent Board. 




SECTION 8. EMPLOYMENT RIGHTS OF EMPLOYEES  


        Nothing in this RSP or in any grant of Restricted Stock shall interfere with or limit in any way the right of the Company to terminate any Key Employee's or
Participant's employment at any time, or confer upon any Key Employee or Participant any right to continue in the employ of the Company or its subsidiaries. 


SECTION 9. STOCKHOLDER APPROVAL, AMENDMENT AND TERMINATION  


         9.1   Amendment    This RSP may be amended at any time by the Committee or the Board; provided that no such amendment shall
permit the
granting of Restricted Stock to anyone other than as provided in Section 3 hereof, or increase the maximum number of shares of stock that may be granted pursuant to this RSP except pursuant to
Section 4.3 hereof, without the further approval of the Company's stockholders. 


         9.2   Termination    The Company reserves the right to terminate the RSP at any time by action of the Committee or the
Board. 


         9.3   Existing Restrictions    Neither amendment nor termination of this RSP shall adversely affect any shares previously
granted or issued
pursuant to this RSP. 


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