Exhibit 10.16  


ALBERTO-CULVER COMPANY

EMPLOYEE STOCK OPTION PLAN OF 2003  


 (as amended through September 21, 2006)  


1.     Purpose of ACSOP  


        The Alberto-Culver Company Employee Stock Option Plan of 2003 (hereinafter called the "ACSOP") is intended to encourage ownership of the Common Stock of
Alberto-Culver Company (the "Company") by eligible key employees of the Company and its subsidiaries and to provide incentives for them to make maximum efforts for the success of the business. Options
granted under the ACSOP will be non-qualified options (not incentive options as defined in Section 422 of the Internal Revenue Code of 1986 and the rules and regulations promulgated
thereunder (the "Code")). 


2.     Eligibility  


        Key employees of the Company and its subsidiaries who perform services which contribute materially to the management, operation and development of the business
("Optionees") will be eligible to receive options under the ACSOP. 



3.     Administration  


        The Compensation and Leadership Development Committee of the Board of Directors of the Company (the "Committee") shall have full power and authority, subject to
the express provisions of the ACSOP, to determine the purchase price of the stock covered by each option, the Optionees to whom and the time or times at which options shall be granted, the terms and
conditions of the options, including the terms of payment thereof, and the number of shares of stock to be covered by each option. The Committee shall have full power to construe, administer and
interpret the ACSOP, and full power to adopt such rules and regulations as the Committee may deem desirable to administer the ACSOP. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the ACSOP or any option thereunder. Determinations by the Committee under the ACSOP need not be uniform and may be made by it selectively among
Optionees, whether or not such persons are similarly situated. The determination of the Committee as to any disputed question arising under the ACSOP, including questions of construction and
interpretation, shall be final, conclusive and binding. 


        The
Committee may, in its discretion, delegate to a committee of member(s) of the Committee its authority with respect to such matters under the ACSOP and options granted under the ACSOP
as the Committee may specify. 


        The
Committee shall be comprised solely of members each of whom shall be an "outside director" within the meaning of Section 162(m) of the Code, and 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"), provided, however, that if any
member of the Committee is not (i) an "outside director" within the meaning of Section 162(m) of the Code or (ii) a "non-employee director" within the meaning of
Section 16, the Committee shall set up a subcommittee comprised solely of outside directors and non-employee directors for purposes of all matters arising under this ACSOP 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. 



4.     Number of Shares of Stock to be Offered  


        The Committee may authorize from time to time the issuance pursuant to the ACSOP of shares not to exceed 9,000,000 of the Company's Common Stock in the aggregate,
subject to adjustment under paragraph 10 hereof. Such shares of Common Stock which may be issued pursuant to options granted 







 



under
the ACSOP may be authorized and unissued shares or issued and reacquired shares as the Committee from time to time may determine. If any option granted under the ACSOP shall terminate or be
surrendered or expire unexercised in whole or in part, the shares of stock so released from such option may be made the subject of additional options granted under the ACSOP. In addition, any shares
of Common Stock withheld to pay, in whole or in part, the amount required to be withheld under applicable tax laws in accordance with paragraph 7(d) hereof, may be made the subject of
additional options granted under the ACSOP. 


5.     Option Price  


        The purchase price under each option granted pursuant to the ACSOP shall be determined by the Committee but shall not be less than the Fair Market Value (as
defined below) of the Company's Common Stock on the date the option is granted. For purposes of the ACSOP, "Fair Market Value" shall mean the average of the high and low transaction prices of a share
of Common Stock of the Company 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.     Grant of Options  


        The Committee may not grant to any individual Optionee in any fiscal year an option or options with respect to more than 600,000 shares of Common Stock. 


7.     Term and Exercise of Options  



        (a)   Each
option granted shall provide that it is not exercisable after the expiration of ten (10) years from the date the option is granted, or such shorter period as
the Committee determines, and each option shall be subject to the following limitations with respect to its exercise: 



	(i)
	Except
as otherwise provided in paragraph 11(a) hereof, no option may be exercised until the day preceding the anniversary date of the grant of the option.



	(ii)
	Except
as otherwise provided in paragraph 11(a) hereof, on the day preceding the anniversary date of the grant of the option in each of the four calendar years immediately
following the year of the grant of the option, the right to purchase twenty-five percent (25%) of the total number of shares of stock specified in the option shall accrue to the Optionee.
Subject to paragraph 8 hereof, each such right to purchase such twenty-five percent (25%) may be exercised, in whole or in part, at any time after such right accrues and prior to
the expiration of the term of the option. 




        (b)   Notwithstanding
the foregoing or paragraph 8 hereof, the Committee may in its discretion (i) specifically provide at the date of grant for another time or
times of exerciseability; (ii) at any time prior to the expiration or termination of any option previously granted, accelerate the exercisability of any option subject to such terms and
conditions as the Committee deems necessary or appropriate to effectuate the purpose of the ACSOP; or (iii) at any time prior to the expiration or termination of any option previously granted,
extend the term of any option (including such options held by officers or directors) for such additional period as the Committee, in its discretion, shall determine; provided that effective
January 1, 2005, the term of an option shall not be extended beyond the later of the fifteenth day of the third month following the date on which the option would otherwise have expired, or the
last day of the calendar year in which the option would otherwise have expired (or such other date as may be permitted by final regulations issued under Section 409A of the Code). In no event,
however, shall the aggregate option period with respect to any option, including the original term of the option and any extensions thereof, exceed ten years. 


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        (c)   An
option may be exercised (subject to the receipt of payment) by giving written notice to the Company specifying the number of shares to be purchased. The full purchase
price for such shares may be paid (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 stock options under any option plan of the Company or the
vesting of shares restricted under any restricted stock plan of the Company or the Management Bonus Plan during the six months immediately preceding the exercise date. Payment must be received by the
Company before any exercise is consummated. For purposes of the delivery of previously owned shares of Common Stock, the per share value of such shares shall be the Fair Market Value on the date of
exercise. 


        (d)   At
any time when an Optionee is required to pay to the Company an amount required to be withheld under applicable tax laws in connection with the exercise of an option
(calculated by taking the minimum statutory withholding rates for federal, state and local tax purposes including payroll taxes, applicable to the income generated by the Optionee by such exercise),
the Optionee may satisfy this obligation (i) in cash, (ii) by check, (iii) by delivery of previously owned shares of Common Stock, (iv) by making an election to have the
Company withhold shares of Common Stock, or (v) by a combination of these methods of payment, in each case having a value equal to the amount required to be withheld. The Optionee must specify
the method of satisfying this obligation on or before the date of exercise. The value of the shares to be withheld or delivered shall be based on the Fair Market Value of the Common Stock on the date
of exercise. 


8.     Continuity of Employment  


        (a)   Each
option shall be subject to the following in addition to the restrictions set forth in paragraphs 6 and 7 hereof: 



	(i)
	If
an Optionee dies without having fully exercised his or her option, 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 such option) to exercise such option in whole or in part but only to the extent that the Optionee
could have exercised it at the date of his or her death.



	(ii)
	If
an Optionee's termination of employment is due to disability, the Optionee's option shall terminate one (1) year after his or her termination of employment (but not after
the expiration of the term of such option) and may be exercised only to the extent that such Optionee could have exercised it at the date of his or her termination of employment. For purposes of the
ACSOP, "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 an Optionee becomes totally disabled as determined by a physician mutually acceptable to the Optionee and the Committee 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
Optionee.



	(iii)
	Subject
to the third sentence of this paragraph 8(a)(iii), if an Optionee's termination of employment is due to retirement, all options (or portions thereof) which are
(a) vested at the time of retirement may be exercised for a period of two (2) years following retirement (but not after the expiration of the term of the option) and (b) unvested
at the time of retirement may be exercised for a period of five (5) years from the date of grant (but not after the expiration of the term of the option). Subject to the third sentence of this
paragraph 8(a)(iii), following retirement, options (or portions thereof) which are unvested at the time of retirement will continue to vest under such options' vesting schedule for a period of
five 



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(5) years
following retirement. Only for options granted in January, 2003, if an Optionee's termination of employment is due to retirement (as defined in the ACSOP prior to January 1,
2004), such option shall terminate one (1) year after his or her termination of employment (but not after the expiration of the term of such option) and may be exercised only to the extent that
such Optionee could have exercised such option at the date of his or her termination of employment. For purposes of the ACSOP, "retirement" shall be reached when an Optionee's employment terminates
and at the time of such termination the sum of such Optionee's age and years of service as an employee of the Company or any of its subsidiaries equals or exceeds 75 years ("Rule of 75"). 



	(iv)
	If
an Optionee's termination of employment is for any reason other than death, retirement or physical disability, the Optionee's option shall terminate upon said termination of
employment; provided, however, that if such termination of employment occurs following a Change in Control (as such term is defined in paragraph 11(b) hereof), the Optionee's option shall
terminate three (3) months after his or her termination of employment (but not after the expiration of the term of such option). 




        (b)   Nothing
contained in the ACSOP or any option granted pursuant to the ACSOP shall confer upon any Optionee any right to be continued in the employment of the Company or
any subsidiary or shall prevent the Company or any subsidiary from terminating an Optionee's employment at any time, with or without cause. The determination by the Committee of whether an authorized
leave of absence constitutes a termination of employment shall be final, conclusive and binding. 


9.     Non-Transferability of Options  


        An option granted under the ACSOP shall not be assignable or transferable by an Optionee otherwise than by will or the laws of descent and distribution, and an
option shall be exercisable during the lifetime of the Optionee only by him or her. Subject to the following sentence, an option transferred by will or the laws of descent and distribution may only be
exercised by the legatee or distributee during the one year period following the Optionee's death and may only be exercised to the extent it was exercisable by the Optionee prior to his or her death.
In the event that at the time of the Optionee's death the Optionee met the Rule of 75, an option transferred by will or the laws of descent and
distribution may only be exercised by the legatee or distributee during the period of time that the Optionee could have exercised such options at the time of his or her death and such options shall
continue to vest as if the Optionee had not died. 


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 may be granted to an Optionee in any fiscal
year under the ACSOP shall be adjusted, as may be determined to be equitable in the sole and absolute discretion of the Committee, 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,
issuance of rights to purchase Common Stock, extraordinary cash dividend, 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 Committee's determination of any adjustment pursuant to this paragraph10 shall be
final, conclusive and binding. 


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11.   Change in Control  


        (a)   (1)
Notwithstanding any provision of the ACSOP, in the event of a Change in Control, all outstanding options shall immediately be exercisable in full and shall be
subject to the provisions of paragraph 11(a)(2) or 11(a)(3), to the extent that either such paragraph is applicable. 



        (2)   Notwithstanding
any provision of the ACSOP, in the event of a Change in Control in connection with which the holders of shares of the Company's Common Stock receive
shares of common stock that are registered under Section 12 of the Exchange Act, all outstanding options shall immediately be exercisable in full and there shall be substituted for each share
of the Company's Common Stock available under the ACSOP, whether or not then subject to an outstanding option, the number and class of shares into which each outstanding share of the Company's Common
Stock shall be converted pursuant to such Change in Control. In the event of any such substitution, the purchase price per share of each option shall be appropriately adjusted by the Committee or the
committee to which authority has been delegated pursuant to paragraph 3 hereof, such adjustments to be made without an increase in the aggregate purchase price. 


        (3)   Notwithstanding
any provision in the ACSOP, in the event of a Change in Control in connection with which the holders of the Company's Common Stock receive consideration
other than shares of common stock that are registered under Section 12 of the Exchange Act, each outstanding option shall be surrendered to the Company by the holder thereof, and each such
option shall immediately be cancelled by the Company, and the holder shall receive, within ten (10) days of the occurrence of such Change in Control, a cash payment from the Company in an
amount equal to the number of shares of the Company's Common Stock then subject to such option, multiplied by the excess, if any, of (i) the greater of (A) the highest per share price
offered to stockholders of the Company in any transaction whereby the Change in Control takes place or (B) the Fair Market Value of a share of the Company's Common Stock on the date of
occurrence of the Change in Control over (ii) the purchase price per share of the Company's Common Stock subject to the option. The Company may, but is not required to, cooperate with any
person who is subject to Section 16 of the Exchange Act to assure that any cash payment in accordance with the foregoing to such person is made in compliance with Section 16 of the
Exchange Act and the rules and regulations thereunder providing for an exemption from Section 16(b) of the Exchange Act. 




        (b)   "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 paragraph 11(c));  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 paragraph 11(b)(2)(A); 



        (ii)   by
the Company, except as otherwise provided in paragraph 11(b)(2)(B); 


        (iii)  by
an Exempt Person; 





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        (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 paragraph 11(b)(1)(C) shall be satisfied. 




        (B)  The
cessation for any reason of the members of the Incumbent Board (as such term is defined in paragraph 11(d)) to constitute at least a majority of the Board of
Directors of the Company (hereinafter called 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
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 paragraph 11(b)(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
paragraph 11(b)(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 paragraph 11(b)(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 




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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. 





        (c)   "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 paragraph 11(c)(1) or (2); 


        (4)   any
trust or similar arrangement for the benefit of any person described in paragraph 11(c)(1) or (2); or 



        (5)   the
Lavin Family Foundation or any other charitable organization established by any person described in paragraph 11(c)(1) or (2). 




        (d)   "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. 




12.   Amendment and Discontinuance  


        The Committee or the Board, without further approval of the stockholders, may, at any time and from time to time, suspend or discontinue the ACSOP in whole or in
part or amend the ACSOP in such respects as the Committee or the Board may deem proper and in the best interests of the Company or as may be advisable, provided, however, that no suspension or
amendment shall be made which would: 



	(i)
	Adversely
affect or impair any option previously granted under the ACSOP without the consent of the Optionee, or



	(ii)
	Except
as specified in paragraph 10, increase the total number of shares for which options may be granted under the ACSOP or decrease the minimum price at which options may be
granted under the ACSOP. 



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