Copy of the Alberto-Culver Company Deferred Compensation Plan



 Exhibit 10(l) 
  
 ALBERTO-CULVER COMPANY 
 DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS 
  
 (As Amended and Restated) 
 (July 24, 2003) 
  
 1. Purpose. The principal purposes of the Deferred Compensation Plan for
Non-Employee Directors (“Plan”) are to (i) benefit Alberto-Culver Company (“Company”) and its subsidiaries by offering its non-employee directors an opportunity to become holders of Class B common stock, par value $.22 per share
(“Common Stock”), in order to enable them to represent the viewpoint of other stockholders of the Company more effectively and (ii) permit non-employee directors to defer all or a portion of the fees that they receive as directors of the
Company in the investments listed from time to time on Annex A hereto (the “Investments”). 
  
 2. Plan Participants. Each director who is not an officer or employee of the Company or any of its subsidiaries shall be a participant under the Plan (“Participant”). 
  
 3. Administration. The Plan shall be administered by the Board of Directors of
the Company (“Board”). The Board shall have full power to construe, administer and interpret the Plan. The Board’s decisions are final and binding on all parties. All fees and expenses incurred by the Plan in connection with its
administration shall be paid by the Company, except for investment management and other fees charged by advisors for managing the Investments. 
  
 4. Director Fee Elections. 
  
 (a) Each Participant shall make one of the following elections in accordance with Section 4(b) and/or 4(c) with respect to his or her annual retainer and
meeting fees (collectively, “Director Fees”): 
  
 (i) The Participant may elect to have the Director Fees paid to him or her in cash. Director Fees payable with respect to meetings will be paid as soon as reasonably practicable on or after the date of each such
meeting and the annual retainer shall be paid in equal installments on a quarterly basis; or 
  
 (ii) The Participant may elect to defer receipt of all of the Director Fees in an account (the “Deferred Account”) until (a) one
month after the date on which his or her service on the Board terminates for any reason or (b) any specific date selected by the Participant. Participants may also elect to receive one lump sum payment or substantially equal annual installments
(which may fluctuate during this period depending on the performance of the Investments in the Deferred Account), not to exceed five installments, of all amounts deferred. In the absence of an election to the contrary, in whole or in part, deferred
amounts will be paid in a single lump sum one month after the date on which the Participant’s service on the Board terminates for any reason. Amounts deferred pursuant to this Section 4(a)(ii) will be deferred on a quarterly basis by taking the
cash value of all Director Fees payable during the quarterly periods ending on the last day of April, July, October and January. Such amounts will be invested in one or more of the Investments pursuant to an investment form (“Investment
Form”). 
  
 (iii) The Participant may elect
to receive a distribution of the number of shares of Common Stock equal to the cash value of all Director Fees payable during the quarterly periods ending on the last day of April, July, October, and January, divided by the Fair Market Value of a
share of Common Stock on the last trading day of each such quarterly period. Each distribution shall be evidenced by a certificate representing the applicable number of shares of Common Stock, registered in the name of the Participant, and
distributed to the Participant on or as soon as reasonably practicable after each quarterly date noted in the preceding sentence. Such quarterly distributions of Common Stock will be made only in whole-share increments. The cash value of any
fractional share, based upon the Fair Market Value for the applicable quarterly period as calculated above, shall be paid to the Participant in cash at the time of the Common Stock distribution. 
  

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 (b) Except as provided in the next paragraph, on or before November 1st of each calendar year, each Participant shall complete a form specifying the elections described above with respect to Director Fees (“Election
Form”) and deliver the Election Form to the General Counsel of the Company (“General Counsel”). The period beginning each November 1st and ending the following October 31st shall be referred to as a
“Fiscal Year.” A Participant’s elections shall be in increments of 25% with respect to the elections available in Section 4(a) above. Amounts deferred pursuant to Section 4(a)(ii) above may be allocated pursuant to an Investment Form
to specific Investments in whole increments of 1% where the amount deferred pursuant to Section 4(a)(ii) rather than the Director Fees paid shall be considered 100% for purposes of this allocation. 
  
 An Election Form shall remain in effect for subsequent Fiscal Years until a
subsequent Election Form is delivered to the General Counsel before the first day of the Fiscal Year in which the new Election Form is to become effective. Except as provided in Section 4(c), an initial Election Form or a subsequent Election Form
shall only apply to those Director Fees payable to a Participant with respect to services rendered after the end of the Fiscal Year in which such initial or subsequent Election Form is delivered to the General Counsel. Any Election Form delivered by
a Participant shall be irrevocable with respect to any Director Fee covered by the elections set forth therein (but may be amended by a subsequent Election Form applicable to those Director Fees payable to a Participant with respect to services
rendered after the end of the Fiscal Year in which such form was delivered to the General Counsel). If an Election Form is not in effect for a Participant for a Fiscal Year (e.g., the Participant has not completed an initial Election Form),
he or she shall be deemed to have elected the option specified in this Section 4(a)(i) until a completed Election Form has been delivered to the General Counsel and has become effective. 
  
 (c) Notwithstanding the preceding provisions of this Section 4, an election made by a Participant in the Fiscal Year in
which he or she first becomes eligible to participate in the Plan may be made pursuant to an Election Form delivered to the General Counsel within 60 days after the date on which he or she initially becomes eligible to participate, and such Election
Form shall be effective on the first day of the first quarterly period commencing February 1, May 1, August 1, or November 1, as applicable, following the date such Election Form is delivered to the General Counsel. 
  
 5. Participant Accounts. 
  
 (a) Director Fees deferred pursuant to Section 4(a)(ii) shall be credited to
the Participant’s Deferred Account within two business days of receipt by CIGNA, the trustee. Dividends paid on the Common Stock Fund portion of the Deferred Account (the “Common Stock Fund”) pursuant to Section 4(a)(ii) shall be
credited to the Guaranteed Income Fund. 
  
 (b) Deferred Accounts
pursuant to Section 4(a)(ii) shall be held in a Rabbi Trust (the “Trust”) by CIGNA Bank & Trust Company, FSB (“CIGNA”), as trustee. The Company shall be the beneficiary of the Trust, which will contain the actual Investments.
The Trust will be subject to the terms of a trust agreement between the Company and CIGNA. Participants may elect to transfer between the Investments only during the 5 business days of each quarterly period beginning on the third business day of
February, May, August and November. All transactions involving the transfer into or out of the Common Stock Fund must be approved in advance by either the Chairman, CEO or Treasurer plus the General Counsel. Transfers into and out of
Investments may be done in whole increments of 1%. 
  
 6.
Distributions. 
  
 (a) Subject to Sections 6(b), 6(c)
and 6(d), the entire balance of a Participant’s Deferred Account shall be paid on the date(s) specified in the Participant’s last Election Form made pursuant to Section 4. Except for the Common Stock Fund which will be payable in shares or
cash at the option of the Participant, all amounts in the Deferred Account shall be payable in cash on the dates specified in Section 4. The election to take the balance 

  

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deferred in the Common Stock Fund in cash or Common Stock may be made at any time by the Participant (or in the event of the Participant’s death, the
appropriate person determined in accordance with Section 6(b)) before the date of such scheduled distribution. In the absence of a valid election, amounts deferred in the Common Stock Fund shall be paid in Common Stock and cash for any fractional
shares. 
  
 (b) If a Participant’s service on the Board shall
terminate by reason of his or her death, or if he or she shall die after becoming entitled to a distribution hereunder, but prior to receipt of his or her entire distribution, all Investments in such Participant’s Deferred Account, except the
Common Stock Fund which may be distributed in Common Stock or cash at the election of the Participant’s designated beneficiary, spouse or estate, as described below, shall be distributed in cash as soon as reasonably practicable to such
beneficiary or beneficiaries as such Participant shall have designated by an instrument in writing last filed with the General Counsel prior to his or her death, or in the absence of such designation of any living beneficiary, to his or her spouse,
or if not then living, to his or her estate. 
  
 (c) The
Participant may request an early distribution of all or a portion of the balance of the Deferred Account (excluding any amounts in the Common Stock Fund) owed to the Participant. A single-sum payment will be paid to Participants who request such
distribution. An early distribution paid to a Participant 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 withholding or other applicable taxes. 
  
 (d) Notwithstanding any other provisions of the Plan, (i) the entire balance of each Participant’s Deferred Account (other than the Common Stock
Fund) shall be distributed to such Participant as soon as reasonably practicable after the date of the occurrence of a Change in Control in the form of a single lump sum cash payment and (ii) shares of Common Stock and cash for any fractional shares
equal to the entire number of shares of Common Stock contained in each Participant’s Common Stock Fund shall be distributed as soon as reasonably practicable after the occurrence of the Change in Control. The cash value of any Director Fees
earned but not yet invested or paid pursuant to Section 4(a), as of the date of a Change in Control, shall be paid to the Participant in the form of a single lump sum payment as soon as reasonably practicable after the occurrence of a Change in
Control. For purposes of this Section 6(d), the definition of a Change in Control shall be the same as that definition of Change in Control found in the Alberto-Culver Company 2003 Stock Option Plan For Non-Employee Directors, as amended from time
to time. 
  
 7. Amendment, Suspension or Termination. The Board may,
at any time and from time to time, suspend or terminate the Plan, in whole or in part, or amend the Plan in such respects as the Board may deem proper and in the best interest of the Company or as may be advisable, provided, however, that no
suspension, termination or amendment shall be made which would (i) directly or indirectly deprive any current or former Participant or his or her beneficiaries of all or any portion of his or her Deferred Account as determined as of the effective
date of such amendment, suspension or termination, or (ii) directly or indirectly reduce the balance of any Deferred Account held hereunder as of the effective date of such amendment, suspension or termination. Notwithstanding anything to the
contrary contained herein, upon termination of the Plan, (a) distribution of balances in all Deferred Accounts (other than the Common Stock Fund) shall be made to the Participant or their designated beneficiary, spouse or estate, as the case may be,
in cash and (b) the number of shares of Common Stock in the Common Stock Fund shall be made to Participants or their designated beneficiaries, spouses or estates, as the case may be, in a single lump sum cash payment or in shares of Common Stock and
cash for any fractional shares equal to the number of shares in such Participant’s Common Stock Fund at the election of such Participant, designated beneficiary, spouse or estate, as the case may be, on or as soon as reasonably practicable
following such termination. No additional deferred Director Fees shall be credited to the Deferred Accounts of Participants after termination of the Plan. 
  
 8. Transition Rules. As of the effective date of the amended and restated Plan (July 24, 2003), Directors have elected, as of January 1, 2003, to either
defer 100% of their Director’s Fees in Stock Units (as defined in the Plan 

  

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prior to the July 24, 2003 amendments) or take their Director Fees in cash. Notwithstanding anything to the contrary contained herein, on or before September
30, 2003, Participants will need to complete a new Election Form for Director Fees accruing on and after November 1, 2003. The new Election Form shall cancel any previous Election Forms currently on file with the Company with respect to the period
on and after November 1, 2003 for calender year 2003. If an Election Form is not filed with the General Counsel by September 30, 2003, the Participant shall be deemed to have elected the option specified in Section 4(a)(i) until a completed Election
Form has been delivered to the General Counsel and has become effective. 
  
 Director Fees accruing after June 30, 2003 and before November 1, 2003 will be paid in cash or invested in Stock Units pursuant to elections on file with the Company as of January 1, 2003 and in accordance with the
Plan as in effect prior to the July 24, 2003 amendments, except as follows: 
  
 (a) The annual retainer portion of Directors Fees payable in cash for the period of October 1, 2003 through October 31, 2003 shall be paid on October 31, 2003 in the amount of 8.33% of the annual retainer. 

 

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 (b) Directors Fees payable in Stock Units shall be paid on October 31, 2003 and shall be equal to those
number of Stock Units calculated by taking the cash value of (i) all Directors Fees and (ii) cash dividends the Participant would have received had he been the owner on each such dividend record date of a number of shares of Common Stock equal to
the number of Stock Units in his Stock Unit Account (as defined in the Plan prior to the July 24, 2003 amendments), in each case payable from July 1, 2003 through October 31, 2003 and dividing such amount by the Fair Market Value of a share of
Common Stock on October 31, 2003. 
  
 9. General Provisions.

  
 (a) 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 or establish any fiduciary relationships between the Company and the Participant or his or her
beneficiary under the Plan, nor will any interest other than that of an unsecured creditor exist. 
  
 (b) For all purposes of the Plan, the Fair Market Value of a share of Common Stock as of a given date shall be 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 such date, or if there shall be no reported transaction for such date, then on the next preceding date for which trades were reported. 

 
 (c) Shares of Common Stock distributed under the Plan shall not be taken
from the authorized but unissued shares of the Company. 
  
 (d)
Nothing contained in the Plan shall constitute a guaranty by the Company or any other person or entity, that the assets of the Company will be sufficient to pay any benefit hereunder. No Participant or beneficiary shall have any right to receive a
distribution under the Plan, except in accordance with the terms of the Plan. 
  
 (e) Establishment of the Plan shall not be construed to give any Participant the right to be retained as a member of the Board. 
  

(f) Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise
encumber, 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. 
  
 (g) The Board,
General Counsel, 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. 
  
 (h) The Company shall
withhold from any deferred or nondeferred Director Fee, or any distributions made pursuant to the Plan, any amounts required by applicable federal, state and local tax laws and regulations thereunder to be withheld. 
  
 (i) If 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 or invalid provision had never been inserted herein. 
  









 (j) Any notice under the Plan shall be in writing and shall be personally delivered, mailed postage paid
as first class U.S. Mail or sent by reliable overnight courier. Notices shall be deemed given when actually received by the recipient. Notices shall be directed to the Company at its offices at 2525 Armitage Avenue, Melrose Park, Illinois
60160-1163, Attention: General Counsel; to a Participant at the address stated in his or her Election Form; and to a beneficiary entitled to benefits at the address stated in the Participant’s beneficiary designation, or to such other addresses
any party may specify by notice to the other parties. 
  
 (k) This
Plan shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of laws principles. 
  










	ANNEX A
	
	Deferred Compensation Plan for Non-Employee Directors
	
	Investment Fund Choices
			
	 Asset Class

	  	 Style

	  	 Investment Fund Name


	 Large Cap
	  	Value	  	Large Cap Value/John A. Levin & Co. Fund
			
	 	  	Index	  	S&P 500 Index Fund
			
	 	  	Growth	  	Large Cap Growth/Morgan Stanley Fund
	

	 Mid Cap
	  	Value	  	American Century Equity Income
			
	 	  	Growth	  	Artisan Mid Cap
	

	 Small Cap
	  	Value	  	Small Cap Value/Berger Fund
			
	 	  	Growth	  	Small Cap Growth/TimesSquare Fund
	

	 International
	  	Growth	  	American Century International Growth
	

	 Balanced
	  	Value	  	Gabelli Westwood Balanced
	

	 Fixed Income
	  	Stable
Value	  	Guaranteed Income Fund
	

	 Company Stock
	  	Hybrid	  	Alberto-Culver Company Class B Common Stock