SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED:
March 31, 1995
-OR-
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File No. 1-5050
ALBERTO-CULVER COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-2257936
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2525 Armitage Avenue
Melrose Park, Illinois 60160
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (708) 450-3000
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has
filing requirements for the past 90 days. YES X NO
At March 31, 1995, there were 10,948,506 shares of Class A Common Stock
outstanding and 16,766,240 shares of Class B Common Stock Outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statements of Earnings
Three Months Ended March 31, 1995 and 1994
(dollar amounts in thousands, except per share figures)
<CAPTION>
(Unaudited)
1995 1994
<S> <C> <C>
Net sales $324,208 302,824
Costs and expenses:
Cost of products sold 161,597 147,690
Advertising, promotion,
selling and administrative 142,013 138,802
Interest expense, net of interest income
of $565 in 1995 and $785 in 1994 1,030 1,308
Total costs and expenses 304,640 287,800
Earnings before provision for income taxes 19,568 15,024
Provision for income taxes 7,338 5,713
Net earnings $ 12,230 9,311
Net earnings per share $ .44 .33
Cash dividends paid $ .08 .07
</TABLE>
See notes to consolidated financial statements.
<TABLE>
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statements of Earnings
Six Months Ended March 31, 1995 and 1994
(dollar amounts in thousands, except per share figures)
<CAPTION>
(Unaudited)
1995 1994
<S> <C> <C>
Net sales $635,682 587,394
Costs and expenses:
Cost of products sold 317,145 288,856
Advertising, promotion,
selling and administrative 278,853 266,686
Interest expense, net of interest income
of $1,031 in 1995 and $1,380 in 1994 2,204 3,068
Total costs and expenses 598,202 558,610
Earnings before provision for income taxes 37,480 28,784
Provision for income taxes 14,055 10,942
Net earnings $ 23,425 17,842
Net earnings per share $ .84 .63
Cash dividends paid per share $ .15 .135
</TABLE>
See notes to consolidated financial statements.
<TABLE>
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Balance Sheets
March 31, 1995 and September 30, 1994
(dollar amounts in thousands, except per share figures)
<CAPTION>
(Unaudited)
March 31, September 30,
ASSETS 1995 1994
<S> <C> <C>
Current assets:
Cash & cash equivalents $ 53,321 41,833
Short-term investments 10,053 8,529
Receivables, less allowance for doubtful
accounts ($5,394 at 3/31/95 and $5,497
at 9/30/94) 109,270 108,877
Inventories (Note 3) 244,002 231,119
Other current assets 14,395 11,399
Total current assets 431,041 401,757
Property, plant and equipment at cost, less
accumulated depreciation ($119,981 at 3/31/95
and $110,351 at 9/30/94) 135,774 132,881
Goodwill, net 44,067 44,307
Trade names and other intangible assets, net 9,741 9,960
Other assets 23,257 21,303
Total assets $643,880 610,208
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt
and short-term borrowings $ 31,877 32,819
Accounts payable 124,385 110,122
Accrued expenses 63,855 64,754
Income taxes 10,096 8,315
Total current liabilities 230,213 216,010
Long-term debt 43,549 42,976
Deferred income taxes 15,399 14,780
Other liabilities 9,781 9,472
Stockholders' equity:
Common stock, par value $.22 per share:
Class A authorized 25,000,000 shares;
issued 13,262,624 at 3/31/95 and
13,261,624 shares at 9/30/94 2,918 2,918
Class B authorized 25,000,000 shares;
issued 20,944,424 at 3/31/95 and
20,945,424 shares at 9/30/94 4,608 4,608
Additional paid-in capital 87,783 87,452
Retained earnings 312,716 293,445
Foreign currency translation (13,851) (11,793)
394,174 376,630
Less treasury stock at cost (Class A
common shares: 2,314,118 at 3/31/95 and
2,348,426 at 9/30/94; Class B common
shares: 4,178,184 at 3/31/95 and 9/30/94) 49,236 49,660
Total stockholders' equity 344,938 326,970
Total liabilities and stockholders' equity $643,880 610,208
</TABLE>
See notes to consolidated financial statements.
<TABLE>
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Consolidated Statement of Cash Flows
Six Months Ended March 31, 1995 and 1994
(dollar amounts in thousands)
<CAPTION>
(Unaudited)
1995 1994
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings $ 23,425 17,842
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 11,058 9,942
Other, net 166 (1,729)
Cash effect of change in:
Receivables, net (2,348) 901
Inventories (12,757) (23,842)
Other current assets (4,008) (2,766)
Accounts payable and accrued expenses 14,090 8,124
Income taxes 1,123 (234)
Net cash provided by operating activities 30,749 8,238
Cash Flows from Investing Activities:
Capital expenditures (11,429) (14,736)
Short-term investments (1,437) (4,737)
Payments for purchased businesses, net of
acquired company's cash (946) (5,515)
Proceeds from sale of businesses, net of
disposed company's cash -- 1,592
Other, net (1,132) 335
Net cash used by investing activities (14,944) (23,061)
Cash Flows from Financing Activities:
Short-term borrowings (760) (770)
Proceeds from long-term debt 675 588
Repayments of long-term debt (429) (2,916)
Cash proceeds from exercise of stock options 321 672
Cash dividends paid (4,154) (3,819)
Stock purchased for treasury -- (2,709)
Net cash used by financing activities (4,347) (8,954)
Effect of foreign exchange rate changes on cash 30 (256)
Net increase (decrease) in cash and
cash equivalents 11,488 (24,033)
Cash and cash equivalents at beginning of period 41,833 65,747
Cash and cash equivalents at end of period $ 53,321 41,714
</TABLE>
See notes to consolidated financial statements.
ALBERTO-CULVER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(l) The consolidated financial statements contained in this report have
not been examined by independent public accountants, except for
balance sheet information presented at September 30, 1994. However,
in the opinion of the company, the consolidated financial statements
reflect all adjustments, which include only normal adjustments,
necessary to present fairly the data contained therein. The results
of operations for the periods covered are not necessarily
indicative of results for a full year.
(2) For the three and six month periods ended March 31, 1995 and 1994,
earnings per share figures were calculated using the weighted
average number of common shares outstanding, including common
stock equivalents, of 27,835,000 and 27,800,000, respectively
for 1995, and 28,291,000 and 28,292,000, respectively for 1994.
(3) Inventories consist of the following:
(in thousands)
March 31, September 30,
1995 1994
Finished goods $206,565 195,633
Work-in-process 6,226 5,868
Raw materials 31,211 29,618
$244,002 231,119
(4) On April 3, 1995, the company's Swedish-based subsidiary,
Cederroth International, completed the purchase of the Toiletries
Division of Molnlycke AB. The acquired division manufactures and
markets body and skin care, hair care, oral care and household
products in Scandinavia. The acquisition, valued at approximately
$50 million, will be accounted for as a purchase and was
funded with bank borrowings.
If the purchase had closed on March 31, 1995, the following
accounts in the company's consolidated March 31, 1995 balance
sheet would have increased: inventories - $9 million;
property, plant and equipment - $13 million; goodwill - $10 million;
trade names and other intangible assets - $24 million; accrued expenses
- $6 million; and long-term debt - $50 million.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
QUARTER AND SIX MONTHS ENDED MARCH 31, 1995 VS. QUARTER AND SIX MONTHS ENDED
MARCH 31, 1994
The company achieved record net sales of $324.2 million in the second quarter
of fiscal year 1995, up $21.4 million or 7.1% over the comparable
quarter of fiscal year 1994. For the six month period ending March 31,
1995, net sales reached a new high of $635.7 million representing an 8.2%
increase compared to last year's six month period.
Second quarter net earnings increased 31.4% to a record $12.2 million or 44
cents per share compared to 33 cents in the prior year's quarter. For the
six months ended March 31, 1995, record net earnings of $23.4 million or
84 cents per share represents an increase of 31.3% from net earnings of $17.8
million or 63 cents per share in the prior year period.
The following table presents net sales information by business segment for
the second quarter and six months of fiscal years 1995 and 1994:
SECOND QUARTER
(dollars in millions)
Percent
Net sales: 1995 1994 Change Change
Mass marketed personal
use products $128.4 121.3 7.1 5.9%
Institutional products 28.1 27.0 1.1 4.1
Other products - Sally 170.1 157.4 12.7 8.1
Eliminations (2.4) (2.9) 0.5 -
Total $324.2 302.8 21.4 7.1%
SIX MONTHS
(dollars in millions)
Percent
Net sales: 1995 1994 Change Change
Mass marketed personal
use products $249.4 237.3 12.1 5.1%
Institutional products 52.3 50.4 1.9 3.8
Other products - Sally 338.7 305.5 33.2 10.9
Eliminations (4.7) (5.8) 1.1 -
Total $635.7 587.4 48.3 8.2%
Compared to the same periods of the prior year, sales of the "mass marketed
personal use products" business segment increased 5.9% and 5.1% for
the current quarter and first half of fiscal 1995, respectively. The
increases were primarily due to higher sales for the following brands:
Alberto VO5 Shampoo and Instant Conditioner, FDS feminine deodorant
spray products, Tresemme retail hair care products, Mrs. Dash seasoning
products, Molly McButter dairy sprinkles, and Baker's Joy combination
flour and oil spray and higher six month sales of Static Guard anti-static
spray. In addition, international sales in 1995 were slightly higher
primarily due to favorable foreign exchange rates. These sales increases were
partially offset by lower sales for Village Saucerie sauce and recipe mix
and the Bold Hold and the Alberto hair styling lines.
Sales of the "institutional products" business segment increased 4.1% and 3.8%
for the second quarter and six months ended March 31 increases were
principally attributable to increased sales of institutional products
in Scandinavia as well as favorable foreign exchange rates partially
offset by lower sales in the U.S. for TCB and Tresemme institutional
hair care products.
The "other products - Sally" business segment increased sales $12.7 million
or 8.1% and $33.2 million or 10.9% for the second quarter and first half of
fiscal 1995, respectively, compared to the same periods last year.
The increases were attributable to Sally Beauty Company's sales growth for
established stores and the addition of 102 stores since March 31, 1994.
Sally Beauty Company operates 1,412 cash-and-carry beauty supply stores
offering a full range of salon products.
Cost of products sold for the second quarter and six month period ended
March 31, 1995 increased to 49.8% and 49.9% of net sales, respectively,
compared to 48.8% and 49.2%, respectively, for the same periods
of the prior year. The cost of goods sold percentages were primarily
affected by higher sales of lower profit margin products.
Compared to the prior year, advertising, promotion, selling and administrative
expenses increased 2.3% or $3.2 million for the current quarter and 4.6% or
$12.2 million for the six months ended March 31,1995. Selling and
administrative expenses were higher primarily due to the costs associated
with the increase in the number of Sally Beauty Company stores. Advertising,
promotion and market research costs were $46.2 million and $87.9 million
for the second quarter and first half of fiscal 1995, respectively, versus
$49.5 million and $92.5 million, respectively, in the comparable periods of
last year. Spending was higher in fiscal 1994 primarily due to the new product
introductions of Village Saucerie sauce and recipe mix and VO5 Hot Oil
Hair Therapy shampoos and conditioners.
Interest expense for the second quarter and the first half of 1995 decreased
$498,000 to $1.6 million and $1.2 million to $3.2 million, respectively,
primarily due to lower outstanding borrowings during the current year.
Interest income decreased $220,000 and $349,000 for the second quarter and
first six months, respectively, primarily due to a refund of interest related
to income taxes received in the prior year.
The provision for income taxes as a percentage of earnings before income
taxes was 37.5% and 38.0% for the second quarter and the first half of fiscal
years 1995 and 1994, respectively.
FINANCIAL CONDITION
MARCH 31, 1995 VS. SEPTEMBER 30, 1994
The ratio of current assets to current liabilities was 1.87 to 1.00
at March 31, 1995, compared to 1.86 to 1.00 at September 30, 1994.
During the six month period ended March 31, 1995, working capital increased
by $15.1 million to $200.8 million. The increase is primarily due
to earnings from operations offset in part by $11.4 million of payments
for capital expenditures and $4.2 million for dividends. At March 31, 1995,
the company had available unused lines of credit with various banks of
$77 million.
Cash dividends paid on Class A and Class B common stock totaled $4.2 million
or 15 cents per share during the first six months of fiscal 1995 versus $3.8
million or 13.5 cents per share in the prior year.
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the annual meeting of stockholders on January 26, 1995, Robert P. Gwinn,
William W. Wirtz and Lee W. Jennings were elected as directors of the
Company. Mr. Gwinn received a Class A and Class B common stockholder
vote of 9,560,364 and 16,081,366 shares "for", 21,045 and 7,847 shares
"against" and 5,540 and 55,281 shares "withheld", respectively.
Mr. Wirtz received a Class A and Class B common stockholder vote of
9,580,751 and 16,088,357 shares "for", 658 and 856 shares "against" and
5,540 and 55,281 shares "withheld", respectively. Mr. Jennings
received a Class A and Class B common stockholder vote of 9,581,009 and
16,088,663 shares "for", 400 and 550 shares "against" and 5,540 and
55,281 "withheld", respectively.
In addition, shareholders at the annual meeting voted on the following matters:
1. Amendments to the Employee Stock Option Plan of 1988 were approved by
a Class A and Class B common stockholder vote of 7,658,685 and 13,825,250
shares "for"; 1,141,695 and 1,896,387 shares "against"; 17,307 and 22,028
shares "abstaining"; and 769,262 and 400,829 shares of "broker non-votes",
respectively.
2. The adoption of the Management Incentive Plan was approved by a Class A
and Class B common stockholder vote of 7,807,184 and 15,073,619 shares "for";
988,637 and 649,906 shares "against"; 21,866 and 20,140 shares "abstaining";
and 769,262 and 400,829 shares of "broker non-votes", respectively.
3. The adoption of the 1994 Shareholder Value Incentive Plan was approved
by a Class A and Class B common stockholder vote of 7,915,491 and 15,252,952
shares "for"; 882,161 and 470,647 shares "against"; 20,035 and 20,066
shares "abstaining"; and 769,262 and 400,829 shares of "broker non-votes",
respectively.
4. The adoption of the 1994 Restricted Stock Plan was approved by a Class
A and Class B common stockholder vote of 8,516,489 and 14,913,636 shares
"for"; 275,460 and 807,985 shares "against"; 25,738 and 22,044 shares
"abstaining"; and 769,262 and 400,829 shares of "broker non-votes",
respectively.
5. The adoption of the 1994 Stock Option Plan for Non-Employee Directors
was approved by a Class A and Class B common stockholder vote of 8,569,867
and 15,543,658 shares "for"; 223,979 and 179,643 shares "against"; 23,841
and 20,364 shares "abstaining"; and 769,262 and 400,829 shares
of "broker non-votes", respectively.
Class A common stock has a one-tenth vote per share and Class B common stock
has one vote per share.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit
Number Description
10(a) Copy of Alberto-Culver Company Management Incentive
Plan dated October 27, 1994*
10(b) Copy of Alberto-Culver Company Employee Stock Option Plan
of 1988, as amended*
10(c) Copy of Alberto-Culver Company 1994 Shareholder Value
Incentive Plan.*
10(d) Copy of Alberto-Culver Company 1994 Restricted Stock Plan.*
10(e) Copy of Alberto-Culver Company 1994 Stock Option Plan for
Non-Employee Directors.*
27 Financial Data Schedule
* This exhibit is a management contract or compensatory
plan or arrangement of the registrant.
(b) The following form 8-K was filed by the registrant during the second
quarter of its fiscal year ending September 30, 1995:
- Form 8-K dated February 8, 1995
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
ALBERTO-CULVER COMPANY
(Registrant)
By:/s/ William J. Cernugel
William J. Cernugel
Senior Vice President, Finance & Controller
(Principal Financial Officer)
April 27, 1995
Exhibit 10(a)
ALBERTO-CULVER COMPANY
MANAGEMENT INCENTIVE PLAN
1. Establishment. Alberto-Culver Company and its subsidiaries hereby
establish the Management Incentive Plan ("MIP") for key salaried
employees of the Company. The MIP provides for annual awards to be
made to Participants based upon the achievement of financial and
non-financial performance objectives. This MIP is established as
an unfunded, non-qualified deferred compensation plan intended for the
benefit of employees who are among a select group of management
and/or highly compensated participants. Nothing contained in this
MIP and no action taken pursuant to the provisions of this MIP
shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and the Participant,
his designated beneficiary or any other person. Any funds which
may be invested under the provisions of this MIP shall continue
for all purposes to be a part of the general assets of the Company and
no person other than the Company shall by virtue of the provisions
of this MIP have any interest in such funds. To the extent that any
person acquires a right to receive payments from the Company
under this MIP, such right shall be no greater than the right of any
unsecured general creditor of the Company.
2. Purpose. The purpose of the MIP is to attract and retain in the
employ of the Company persons possessing outstanding management skills
and competence who will contribute substantially to the
success of the Company. The MIP is intended to provide incentives
to such persons to exert their maximum efforts on behalf of the
Company by rewarding them with additional compensation when the Company
and the Participant have achieved the financial and individual business
objectives, respectively, provided for in the MIP.
3. Effective Date and Performance Periods. The effective date of
the MIP is October 1, 1994, subject to stockholder approval.
The Plan Year shall be the 12 consecutive-month period ending
September 30, 1995 and each September 30 thereafter. The MIP will
continue in effect until and unless terminated by the Board of Directors.
4. Definitions. The definition of key terms are as follows:
a. "Committee" means the Compensation Committee of the Board
of Directors of the Company, consisting solely of
outside directors within the meaning of Section 162(m) of the
Internal Revenue Code of 1986 and the rules and regulations thereunder.
b. "Company" means Alberto-Culver Company or a Subsidiary.
c. "Covered Employee" means the Chief Executive Officer and the four
most highly compensated executives (other than the Chief Executive
Officer) within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended, and the rules and regulations
thereunder, as applied to the previous Fiscal Year or any person
so designated by the Committee.
d. "Employee" means any person, including an officer or director,
who is employed on a permanent, full-time basis by, and receives a regular
salary from, the Company.
e. "Individual Business Objectives" means the objectives as set
forth in a letter of recommendation prepared by the Participant
and agreed upon by the Committee.
f. "Participant" means any Employee of the Company who has been
selected to participate in the MIP.
g. "Plan Year" shall be the Company's fiscal year for financial
reporting purposes (i.e., the 12 consecutive-month period ended September 30).
h. "Subsidiary" means any corporation in which the Company owns
(directly or indirectly) 50% or more of the outstanding stock entitled
to vote for directors.
i. "Base Salary" means (i) with respect to a Covered Employee,
the base compensation payable to a Participant during the Plan Year
as fixed by the Compensation Committee on the last day of the
previous Plan Year; and (ii) with respect to all other
Participants, the base compensation paid to the Participant
during the Plan Year, exclusive of the amounts payable under
this MIP, the value of stock options and fringe benefits,
but inclusive of the amount of base compensation deferred under
the Company's 401(k) plan or other deferred compensation plans.
j. "Bonus Award Opportunity" means the annual award, stated as a
percent of Base Salary, which would be earned if financial and
individual objectives are exactly achieved.
k. "Profit Center" means a division or Subsidiary of the Company
which is responsible for preparing and submitting annual
sales and pre-tax profit (loss) objectives.
5. Eligibility. Participation in the MIP is limited to key salaried
employees of the Company and its Subsidiaries. Each Plan Year,
the Committee shall designate in writing those eligible Employees who
will participate in the MIP during that Plan Year. In the event
an employee who would be eligible to participant in the MIP is hired
after the beginning of the Plan Year, the Committee may, but
need not, designate such employee as a Participant for such Plan Year;
provided, however, that no employee shall be eligible to participate
in the MIP for any Plan Year in which he or she was employed with
the Company for less than four months. In the event a new employee
is designated as a Participant, the Committee shall assign such
new Participant his or her Bonus Award Opportunity for the remaining
portion of the Plan Year and notify the new Participant of the
financial performance goals and his or her Individual Business
Objectives on which any cash award will be based. The Committee
shall make such adjustments to the new Participant's actual cash award
as the Committee deems necessary or appropriate to take into account
the fact that such Participant was not employed for the entire Plan Year.
6. Award Opportunities. Within 90 days following the beginning of
the Plan Year, each Participant will be assigned a Bonus Award Opportunity
for the Plan Year. Actual awards can range from 0% to 150% of the
Bonus Award Opportunity based on actual performance compared
to the performance objectives established for the Plan Year.
The total Bonus Award Opportunity will relate to the performance
of the Company, one or more Profit Centers, Individual Business
Objectives or any combination thereof.
7. Maximum Award Payable. The maximum amount payable under the MIP to a
single Participant may not exceed $2.5 million per fiscal year of the Company.
8. Financial Performance Objectives. Within 90 days following the
beginning of the Plan Year, the Company and each Profit Center will be
assigned one or more financial performance objectives representing
the goals for the Company or the Profit Center for the Plan Year.
Financial performance objectives will be based upon sales and
pre-tax earnings. For each financial performance objective, three
levels of performance will be established:
-- Target Level. For performance equal to the target level,
50% of that portion of the Bonus Award Opportunity assigned to the
performance objective will be earned. Below this level of
performance, no annual award will be earned relative to this
performance objective.
-- Goal Level. For performance equal to the goal level,
100% of that portion of the Bonus Award Opportunity assigned to the
performance objective will be earned.
-- Super Bonus Level. For performance equal to the super
bonus level, 150% of that portion of the Bonus Award Opportunity
assigned to the performance objective will be earned.
Each Participant will be notified in writing of his or her
Bonus Award Opportunity, the performance objectives set for the
Company and/or his or her Profit Center, if applicable, and
the portion of his or her Bonus Award Opportunity allocated to
the Participant's Individual Business Objectives, if any.
If actual performance falls between the target and goal or
goal and super bonus levels, the percentage of the Bonus Award
Opportunity earned will be determined us interpolation.
At the end of each Plan Year, the Committee shall certify whether
or not the performance objectives have been attained by each
Participant. No cash award may be payable to a Participant prior to
such certification.
The Committee shall have the sole authority to set all financial
performance objectives and to modify such financial performance
objectives during the Plan Year as deemed appropriate; provided,
however, that the Committee may not modify the performance objectives
during a Plan Year to increase the cash award payable to a Covered Employee.
9. Individual Business Objectives. The Committee, at its sole discretion,
may allocate a portion of a Participant's Bonus Award Opportunity
for the Plan Year to the Participant's Individual Business Objectives.
The three levels of performance established for the financial
performance objectives in Section 8 hereof will also be applicable
to the Individual Business Objectives.
10. Administration--Powers and Duties of the Committee.
a. Administration. The Committee shall be responsible for the
administration of the MIP. The Committee, by majority action, is authorized
to interpret the MIP, to prescribe, amend, and rescind rules and regulations
relating to the MIP, to provide for conditions and assurances deemed necessary
or advisable to protect the interest of the Company and to make all other
determinations necessary or advisable for the administration of the MIP.
Determinations, interpretations, or other actions made or taken by the
Committee pursuant to the provisions of the MIP shall be final and binding
and conclusive for all purposes and upon all persons whomsoever. No
member of the Committee shall be liable for any action or determination
made in good faith with respect to the MIP or any annual award made hereunder.
b. Amendment, Modification, and Termination of MIP. The Board of
Directors or the Committee may at any time terminate, and from time
to time may amend or modify the MIP, except that no amendment by the
Committee shall increase the amount of an annual award payable to a
Participant or class of Participants or allow a member of the Committee to be
a Participant. Termination of the MIP shall not be effective with respect
to the Plan Year in which it occurs.
11. Payment of Annual Award.
a. Payment of Award. The Company shall pay the annual award to the
Participant as soon after the end of the Plan Year as the amount of the award
can practicably be determined and certified by the Committee, but no later
than December 15th of each year.
b. Changes in Employment Status. If a Participant's employment
terminates during a Plan Year or after the end of the Plan Year, but prior
to the payment of the annual award, no award will be payable for that Plan
Year. If the Participant's employment terminates during the Plan Year due to
death, disability or retirement, the Committee shall have the sole authority
and discretion to award a Participant (or his or her beneficiary) a portion
of the annual award that would otherwise be payable.
c. Deferral of Award. A Participant may, in writing, filed with the
Committee within 15 days following the receipt of his or her participant
letter, elect to defer payment of his annual award so that it shall be paid
in not more than five equal annual installments commencing after his or her
retirement if he or she shall then have attained the age of 60 years, and if
he or she shall not than have attained such age then commencing with the year
he or she shall attain the age of 60 years. The Committee, in its sole
discretion, at any time, or from time to time may accelerate any distribution
which would otherwise be deferred in the case of an unforeseeable event.
The Committee, in its sole discretion, at any time, or from time to time, may
prohibit or limit deferral of any annual award below a specific dollar amount
determined by the Committee.
d. Interest Payable on Deferred Payments. Any annual award to which
a Participant shall have elected deferred payment hereunder shall bear
interest at a rate determined by the Committee. The amount on which this
interest shall accrue shall be the net deferred amount after the payment of
withholding payroll taxes, if any. A separate accounting shall be maintained
for each Participant with respect to the deferred payments hereunder.
e. Investment in Alberto-Culver Company Stock. As an additional
alternative to lump sum cash payment and at any time prior to distribution,
a Participant may elect to have all or a portion of his or her annual award,
less withholding taxes, invested in Alberto-Culver Company common stock
under the Company's stock purchase plan, but this shall not constitute
a deferred payment for purposes of this MIP.
12. Beneficiary. If a Participant dies before receiving the annual award
and/or any previously deferred awards to which he or she is entitled to under
the MIP, such awards shall be paid to such person whom the Participant
has designated by an instrument in writing, and in a form acceptable to the
Board of Directors, executed by the Participant and delivered to the
Board of Directors in care of the Secretary of the Company during the
Participant's lifetime. Such designation may be revoked or modified by the
Participant from time to time by an instrument in writing in a form
acceptable to the Board of Directors, executed by the Participant and
delivered to the Board of Directors in care of the Secretary of the Company
during the Participant's lifetime. If no such designation is delivered
to the Board of Directors, or if no such designated beneficiary is then
living, the annual award shall be paid to the surviving spouse of the
Participant, or in the event there is no such surviving spouse,
to the estate of the Participant.
13. Withholding Payroll Taxes. To the extent required by the laws in
effect at the time payments are made, the Company shall withhold from the
annual cash, stock or deferred award made hereunder an amount necessary
to satisfy any taxes required to be withheld for federal, state, or local
governmental purposes.
14. No Employment Rights. Nothing in this MIP shall interfere with or
limit in any way the right of the Company to terminate any Participant's
employment at any time for any reason, or confer upon any Participant
any right to continue in the employ of the Company or its Subsidiaries.
15. Non-Assignability. Except as provided herein upon the death of a
Participant, no right or interest of a Participant in any annual award
shall be (a) assignable or transferable in whole or in part, either
directly or by operation of law or otherwise; (b) subject to any obligation
or liability of any person; or (c) subject to seizure or assignment or
transfer through execution, levy, garnishment, attachment, pledge, bankruptcy,
or in any other manner.
16. Stockholder Adoption. The MIP shall be submitted to the stockholders
of the Company for their approval and adoption at the annual meeting of
stockholders to be held on January 26, 1995, or any adjournment thereof.
No award shall be payable hereunder unless and until the MIP has been so
approved and adopted. Thereafter, the MIP shall be submitted to stockholders
for reapproval every five years.
Dated: October 27, 1994
Exhibit 10(b)
ALBERTO-CULVER COMPANY
EMPLOYEE STOCK OPTION PLAN OF 1988
(as amended through October 27, 1994)
1. Purpose of ACSOP
The Alberto-Culver Company Employee Stock Option Plan of 1988
(hereinafter called the "ACSOP") is intended to encourage ownership of the
Class A common stock of Alberto-Culver Company (hereinafter
called 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, as amended).
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. At their request, Mr. Leonard H.
Lavin and Mrs. Bernice E. Lavin are ineligible to receive options under the
ACSOP.
3. Administration
The Board of Directors of the Company (hereinafter called the "Board")
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 therefor, and the number of shares of stock to be covered by each
option. The Board shall have full power to construe, administer and interpret
the ACSOP, and full power to adopt such rules and regulations as the Board
may deem desirable to administer the ACSOP, and no member of the Board shall
be liable for any action or determination made in good faith with respect
to the ACSOP or any option thereunder.
The Board may, in its discretion, delegate to a committee of members of
the Board its authority with respect to such matters under the ACSOP
and options granted under the ACSOP as the Board may specify.
4. Number of Shares of Stock to be Offered
The Board may authorize from time to time the issuance pursuant to the
ACSOP of shares not to exceed 3,200,000 of the Company's Class A common
stock in the aggregate, subject to adjustment under paragraph 10 hereof.
Such shares of Class A 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 Board 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.
5. Option Price
The purchase price under each option granted pursuant to the ACSOP
shall be determined by the Board but shall not be less than the fair
market value of the Company's Class A common stock at the time the option
is granted.
6. Grant of Options
No option may be granted under the ACSOP after January 20, 2003.
In addition, the Board may not grant to any individual Optionee in any
fiscal year an option or options with respect to more than150,000 shares
of Class A 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,
and each option shall be subject to the following limitations upon its
exercise:
(i) No option may be exercised until the expiration of one (1) year
following the grant of the option.
(ii) On 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.
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 ten (10) years from the
date of the grant of the option.
(b) Notwithstanding the foregoing, the Board may in its discretion
(i) specifically provide at the date of grant for another time or times of
exercise; (ii) accelerate the exercisability of any option subject to such
terms and conditions as the Board deems necessary and appropriate to
effectuate the purpose of the ACSOP including, without limitation, a
requirement that the Optionee grant to the Company an option to repurchase
all or a portion of the number of shares acquired upon exercise of the
accelerated option for their fair market value on the date of grant; (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
Board, in its discretion, shall determine; or (iv) grant new options
to Optionees with Optionee's consent, upon cancellation, surrender or
expiration of outstanding options in whole or in part, which outstanding
options may have a different exercise price from the new options granted.
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.
(c) An option may be exercised by giving written notice to the
Secretary of the Company specifying the number of shares to be purchased,
accompanied by the full purchase price for the shares to be purchased either
in cash, by check or by delivery of shares of Class A common stock, or by
a combination of these methods of payment. For this purpose, the per share
value of the Class A common stock shall be the fair market value on the
date of exercise, as determined by the Board.
(d) At any time when an Optionee is required to pay to the Company
an amount required to be withheld under applicable income tax or other laws
in connection with the exercise of an option, the Optionee may satisfy this
obligation in whole or in part by making an election ("Election") to have
the Company withhold shares of Class A common stock of the Company, or, if
the Board so determines, by delivering shares of Class A common stock
of the Company ("Delivery") having a value equal to the amount required to be
withheld. The value of the shares to be withheld or delivered shall be based
on the fair market value of the Class A common stock of the Company on the
date of exercise (the "Tax Date"). Each Election or Delivery must be made
on or prior to the Tax Date and shall be irrevocable.
The Board may disapprove any Election or Delivery or may suspend or
terminate the right to make Elections or Deliveries. If an Optionee is a
person described in Section 16(a) of the Securities Exchange Act of 1934
(the "Exchange Act"), then an Election is subject to the following additional
restrictions: (i) no Election shall be effective for a Tax Date which occurs
within six months of the grant of the option; and (ii) the Election must be
made either (A) six months prior to the Tax Date, (B) during a period
beginning on the third business day following the date of release for
publication of the Company's quarterly or annual summary statements of
revenue and income and ending on the twelfth business day following such
date or (C) more than six months and one day from the later of the date
of the grant of the option hereunder to such person or the date of the most
recent transaction by such person which is treated as a purchase of
the common stock of the Company pursuant to the Exchange Act and the rules
and regulations thereunder, and which is not exempt from Section 16(b) of
the Exchange Act.
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 a 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 retirement or
physical disability, 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) 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.
(iii) 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 and the Company shall
have the right within a period of one year after said termination of
employment to reacquire at the option price any stock acquired by the
Optionee by exercise of an option within ninety (90) days prior to said
termination of employment.
(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 Board 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 such 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. 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.
10. Adjustment upon Change in Stock
Each option and the number and kind of shares subject to future options under
the ACSOP will be adjusted, as may be determined to be equitable by the
Board, in the event there is any change in the outstanding Class A common
stock of the Company by reason of a stock dividend, recapitalization, merger,
consolidation, split-up, combination or exchange of shares, or the like,
and the Board's determination of such adjustment provisions shall be final,
conclusive and binding.
11. Amendment and Discontinuance
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 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.
12. Effective Date
The ACSOP, as amended, has been adopted and authorized by the Board
for submission to the stockholders of the Company. If the ACSOP is approved
by the affirmative vote of a majority of the votes attributable to the
outstanding shares of the Company's common stock, it shall be deemed to have
become effective on October 27, 1994, the date of adoption by the Board,
subject to stockholder approval.
Exhibit 10(c)
1994 SHAREHOLDER VALUE INCENTIVE PLAN
ALBERTO-CULVER COMPANY
I. GENERAL
1.1 Purpose of the SVIP
The 1994 Shareholder Value Incentive Plan ("SVIP") of the Alberto-Culver
Company ("Company") is intended to advance the best interests of the
Company by providing key salaried employees who have substantial
responsibility for corporate management and growth with additional incentives
through the grant of awards based upon Total Shareholder Return as
defined in Section 1.2(i), thereby: (1) more closely linking the interests
of key salaried employees with shareholders, (2) increasing the personal
stake of such key salaried employees in the continued success and growth
of the Company, and (3) encouraging them to remain in the employ of
the Company.
1.2 Definitions
The following definitions apply with respect to the SVIP:
(a) "Committee" shall mean the Compensation Committee of the Board of
Directors of the Alberto-Culver Company, consisting of at least two outside
directors, as that term is defined in Section 162(m) of the Internal
Revenue Code of 1986 and the rules and regulations thereunder.
(b) "Common Stock" shall mean the Class A common stock of the Company,
$.22 par value.
(c) "Disability" shall have the meaning provided in the Company's applicable
disability plan 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 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 Participant.
(d)"Participant" shall have the meaning assigned to it in Section 1.4.
(e) "Performance Period" shall mean any three consecutive fiscal years
as set forth in the Participant's Performance Unit Agreement.
(f) "Performance Unit" shall have the meaning assigned to it in
Section 2.1(a).
(g) "Performance Unit Agreement" shall have the meaning assigned to it
in Section 2.1(b).
(h) "Retirement" shall have the meaning provided in the Company's
Employees' Profit Sharing Plan or, in the absence of such a definition,
the first day of the month following the month in which the Participant
attains his or her 65th birthday.
(i) "Total Shareholder Return" or "TSR" means the percentage by which
the ending per share price of the Common Stock (determined as the average
closing price for the ten trading days prior to and including the last date
of the applicable Performance Period), as adjusted for any stock split
or other recapitalization, plus reinvested dividends, exceeds the beginning
per share price of the Common Stock (determined as the average closing price
for the ten trading days prior to and including the first date of
the applicable Performance Period).
1.3 Administration of the SVIP
The SVIP shall be administered by the Committee. The Committee shall have
full and final authority in its discretion to interpret conclusively
the provisions of the SVIP, to adopt such rules and regulations for carrying
out the SVIP and to make all other determinations necessary or advisable
for the administration of the SVIP.
The Committee shall meet at least once each fiscal year, and at such
additional times as it may determine to designate the eligible employees,
if any, to be granted Performance Units under the SVIP, the amount of such
Performance Units and the time when Performance Units will be granted. All
Performance Units granted under the SVIP shall be on the terms and subject
to the conditions hereinafter provided.
1.4 Eligible Participants
Key salaried employees of the Company and its subsidiaries shall be eligible
to participate in the SVIP (any employee receiving a Performance Unit
under the SVIP hereinafter referred to as a "Participant").
1.5 Limitation on Grants
The maximum amount payable under the SVIP to a single Participant may
not exceed $2.5 million per fiscal year of the Company.
II. PERFORMANCE UNITS
2.1 Terms and Conditions of Grants
(a) Performance Units may be granted to Participants prior to or within
the first ninety (90) days following the beginning of a Performance Period.
Each Performance Unit shall have a value determined by the Committee
at the time of the grant. Initially each Performance Unit shall have a value
set at $1,000. Each Participant shall be eligible to receive a cash award
payable following the end of a Performance Period if the Common Stock of the
Company has met the objectives established by the Committee, as set forth
below.
(b) At the time Performance Units are granted to Participants, the
Committee shall establish objectives based on the percentile rank of the
Common Stock of the Company measured by Total Shareholder Return among
the companies comprising the Standard & Poor's 500 ("S&P 500"). In
addition, the Committee shall establish a matrix to determine the cash
awards payable to Participants upon attainment of these objectives. Within
90 days following the beginning of a Performance Period, each Participant
shall receive an agreement which shall set forth the Performance Period, the
number of Performance Units granted and the objectives and matrix
established by the Committee (hereinafter referred to as a "Performance
Unit Agreement").
(c) No cash award will be payable if the Company's TSR as a percentile
among the S&P 500 companies is less than the 50th percentile, and the
maximum cash award payable is 300% of the target cash award. If the TSR as
a percentile among the S&P 500 companies or an equivalent group of peer
companies is not specifically shown in the matrix established by the Committee
and set forth in the Performance Unit Agreement, the Committee shall
interpolate between the amounts shown.
(d) At the end of each Performance Period, the Common Stock of the Company
will be ranked based on Total Shareholder Return among the companies
comprising the S&P 500. The Committee shall certify the Company's ranking
and the attainment of the objectives established by the Committee
for each Performance Period. No cash award may be paid under this SVIP
until the Committee has made such certification.
2.2 Payment
Cash awards approved by the Committee will be distributed on or before the
15th day of the third month following the end of the Performance Period.
2.3 Termination of Employment
(a) If a Participant's employment is terminated prior to the end of a
Performance Period because of death, Retirement or Disability, the extent
to which a Performance Unit shall be deemed to have been earned and payable
shall be determined by multiplying (1) the cash value of the Performance
Unit as calculated in accordance with the matrix established by the Committee
and set forth in the Performance Unit Agreement by (b) a fraction, the
numerator of which is the number of full calendar months such Participant
was employed during the Performance Period and the denominator of which
is the total number of full calendar months in the Performance Period.
(b) If a Participant's employment terminates for any reason other than
because of death, Retirement or Disability, or a Change in Control
(as defined in Section 3.8), the Performance Unit and any and all rights
to payment under such Performance Unit shall be immediately canceled and the
Performance Unit Agreement with such terminated Participant shall be null
and void.
III. ADDITIONAL PROVISIONS
3.1 Nature of Participant's Interests
A Participant s benefits under the SVIP shall at all times be reflected
on the Company's books and records as a general, unsecured and unfunded
obligation of the Company, and the SVIP shall not give any person any
right or security interest in any asset of the Company nor shall it imply
a trust or segregation of assets by the Company.
3.2 Amendments
The Committee may amend the SVIP from time to time, as it deems advisable
and in the best interests of the Company, provided that no such amendment
will adversely affect or impair previously issued grants.
3.3 Withholding
The Company shall have the right to deduct from any distribution of cash
to any Participant an amount equal to the federal, state and local
income taxes and other amounts as may be required by law to be withheld with
respect to any grant or distribution under the SVIP.
3.4 Nonassignability
(a) Except as expressly provided in the SVIP, the rights of a Participant
and any awards under the SVIP may not be assigned or transferred except
by will and the laws of descent and distribution.
(b) A Participant may from time to time name in writing any person or
persons to whom his or her benefit is to be paid if he or she dies before
complete payment of such benefit has occurred. Each such beneficiary
designation will revoke all prior designations by the Participant with respect
to the SVIP, shall not require the consent of any previously named
beneficiary, shall be in a form prescribed by the Committee, and will
be effective only when filed with the Committee in care of the Secretary
of the Company during the Participant's lifetime.
(c) If the Participant fails to designate a beneficiary before his or her
death, as provided above, or if the beneficiary designated by the Participant
dies before the date of the Participant's death or before complete payment
of the Participant's benefit has occurred, the Company may pay the remaining
unpaid portion of the Participant's benefit to the legal representative or
representatives of the estate of the Participant.
3.5 Nonuniform Determinations
Determinations by the Committee under the SVIP regarding determinations of
the persons to receive grants, the form, amount and timing of such grants,
and the terms and provisions of such grants and the agreements evidencing
the same need not be uniform and may be made by it selectively among persons
who receive, or are eligible to receive, grants under the SVIP, whether
or not such persons are similarly situated.
3.6 No Guarantee of Employment
Neither grants under the SVIP nor any action taken pursuant to the SVIP
shall constitute or be evidence of any agreement or understanding, express
or implied, that the Company or its subsidiaries shall retain the Participant
for any period of time or at any particular rate of compensation.
3.7 Effective Date; Duration
The SVIP shall become effective as of October 1, 1994 subject to approval
by stockholders. The Committee will have the authority to terminate the
SVIP at any time. Termination of the SVIP will have no impact on
Performance Units granted prior to the SVIP termination date.
3.8 Change in Control
Notwithstanding anything herein to the contrary, if a Change in Control of
the Company occurs or if the Committee determines in its sole discretion
that a Change in Control has occurred, then all Performance Units shall
become fully payable at the TSR Percentile Rank of the Company calculated
using the TSR of the Company as of the date of the Change in Control as
compared to the TSR among the S&P 500 Companies or equivalent group of
peer companies as of the last quarterly period for which such TSR
information is available.
For the purposes of the SVIP, a Change in Control of the Company shall
be deemed to have occurred upon the earliest of the following events:
(a) when the Company acquires actual knowledge that any person (as
such term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934), other than any such person who is the beneficial owner of 35%
or more of the Common Stock or Class B common stock as of the effective date
of the SVIP, becomes the beneficial owner (as defined in Rule 13d-3 of the
Exchange Act) directly or indirectly, of securities of the Company
representing 35% or more of the combined voting power of the Company's
then-outstanding securities;
(b) upon the first purchase of Common Stock or Class B common stock pursuant
to a tender or exchange offer (other than a tender or exchange offer made
by the Company); or
(c) upon the approval by the Company's shareholders of (i) a merger or
consolidation of the Company with or into another corporation (other than a
merger or consolidation in which the Company is the surviving corporation
and which does not result in any capital reorganization or reclassification
or other change in the Company's then-outstanding shares of Common Stock),
(ii) a sale or disposition of all or substantially all of the Company's
assets or (iii) a plan of liquidation or dissolution of the Company;
3.9 Stockholder Approval. The SVIP shall be submitted to
stockholders of the Company for their approval and adoption at the annual
meeting of stockholders to be held January 26, 1995, or any adjournment
thereof. No cash award shall be payable hereunder unless and until the
SVIP has been so approved and adopted. Thereafter, the SVIP shall be
resubmitted to the stockholders for approval and adoption every five years.
Exhibit 10(d)
ALBERTO-CULVER COMPANY
1994 RESTRICTED STOCK PLAN
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 Establishment The Alberto-Culver Company (the "Company")
hereby establishes a restricted stock plan for Key Employees,
as described herein, which shall be known as the ALBERTO-CULVER COMPANY
1994 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) Committee means the Compensation Committee of the Board of
the Company, consisting of atleast two disinterested directors,
as that term is defined under Section 16 of the
Securities Exchange Act of 1934 and the rules thereunder.
(c) Disability shall have the meaning provided in the Companys
applicable disability plan 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.
(d) Key Employee means a full-time, 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.
(e) Participant means a Key Employee designated by the Committee
who is awarded and holds Restricted Stock pursuant to the RSP.
(f) Restricted Stock shall mean the Class A common stock of the
Company, $.22 par value, with restrictions as described in
Section 6.
(g) "Restricted Stock Agreement" shall have the meaning set
forth in Section 6.1.
(h) Retirement shall have the meaning provided in the Company's
Employees Profit Sharing Plan or, in the absence of such a
definition, the first day of the month following the
month in which the Participant attains his or her 65th birthday.
SECTION 2. ADMINISTRATION
2.1 Administration The RSP shall be administered by the Committee.
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 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 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 250,000.
These shares may consist, in whole or in part, of authorized
but shares of stock or shares of stock reacquired by the
Company and not reserved for any other purpose.
4.2 Reacquired 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.
4.3 Adjustments in Capital If, at any time, the Company issues
Class A common stock to its stockholders by way of a stock
dividend, stock split, recapitalization, or issues rights to
subscribe for shares of stock or other securities,
or should the number of issued shares of Class A common stock
of the Company be reduced or combined, the Committee may take
such action with regard to adjustment of
the number of shares to which Participants are entitled to
receive hereunder as it considers to be
equitable. The determination of the Committee shall be final,
conclusive and binding.
SECTION 5. DURATION OF THE RSP
The RSP shall continue until all Restricted Stock subject to it shall
have been granted 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 Restricted Stock granted to Participants will
vest on a cumulative basis in equal annual increments of one-fourth of the
shares granted, commencing four (4) years after the date of
grant. The shares will be fully vested after a period of seven (7)
years from the date of grant. The Committee, however, may accelerate the
vesting of any Restricted Stock granted hereunder subject to
such terms and conditions as the Committee deems necessary and
appropriate to effectuate the purpose of the RSP.
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 as applicable by 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 Section 6.2.
6.5 Other Restrictions The Company 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 6.4, the Company reserves the right to place on
each certificate representing shares of Restricted Stock a legend as follows:
"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 1994 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 shall be held
by the Secretary of the Company in escrow on behalf of the Participant
awarded such shares, together with a Power of Attorney execute
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.
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 or Disability,
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 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,
Retirement 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) 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. 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 name beneficiary,
shall be in a form prescribed by the Committee, and will
be effective only when filed with the Committee in care of the Secretary
of the Company during the Participant's lifetime.
(c) 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
representatives of 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 with any such
dividends being paid currently. Dividends paid on shares
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 (i.e.: 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 income tax or other tax laws in connection with the
vesting of Restricted Stock, the Participant may satisfy this
obligation in whole or in part by making an election ("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 ("Tax Date").
If the Participant is a person described in Section 16(a) of the
Securities Exchange Act of 1934 ("Exchange Act"), then the Election
is subject to the following additional restrictions: (i) no
Election shall be effective for a Tax Date which occurs within six months
of a grant of Restricted Stock, (ii) the Election must be made either
(A) six months prior to the Tax Date, (B) during a period beginning on
the third business day following the date of release for publication
of the Company's quarterly or annual summary statements
of revenue and income and ending on the twelfth business day
following such date or (C) more than six months and one day from
the later of the date of the grant of Restricted Stock or the date of the
most recent transaction by such Participant which is treated as a
purchase of common stock of the Company pursuant to the Exchange Act
and the rules and regulations thereunder, and which is not exempt
from Section 16(b) of the Exchange Act.
SECTION 7. 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 8. STOCKHOLDER APPROVAL, AMENDMENT AND TERMINATION
8.1 Stockholder Approval The RSP shall be submitted to the
stockholders of the Company for their approval and adoption at the
annual meeting of stockholders to be held on January 26, 1995, or
any adjournment thereof. The grant of Restricted Stock hereunder prior
to stockholder approval shall be contingent upon and subject to
stockholder approval.
8.2 Amendment This RSP may be amended at any time by
the Board; provided that no such amendment shall permit the granting of
Restricted Stock to anyone other than as provided in Section 4
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.
8.3 Termination The Company reserves the right to terminate
the RSP at any time by action of its Board.
8.4 Existing Restrictions Neither amendment nor termination of
this RSP shall affect any shares previously granted or issued pursuant
to this RSP.
Exhibit 10(e)
ALBERTO-CULVER COMPANY
1994 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
1. Purpose. The principal purpose of the 1994 Stock Option Plan
for Non-Employee Directors (the "Director Plan") is to benefit
Alberto-Culver Company (the "Company") and its subsidiaries by
offering its non-employee directors an opportunity to become holders of
the Company's Class A common stock, par value $.22 per share,
in order to enable them to represent the viewpoint of other
stockholders of the Company more effectively and to encourage them to
continue serving as directors of the Company.
2. Administration. The Director Plan shall be administered by
the Board of Directors, whose interpretation of the terms and provisions
of the Director Plan shall be final and conclusive.
3. Eligibility. Options shall be granted under this Director
Plan only to members of the Board of Directors who are not officers
or employees of the Company or any of its subsidiaries.
4. Granting of Options.
(a) An option to purchase 7,500 shares of Class A common
stock from the Company shall be automatically granted by the Board of
Directors, without further action required, to each director of
the Company upon his or her initial election or appointment as a
director of the Company and to eachperson who is an incumbent director
on October 27, 1994; provided such director is eligible at
time under the terms of Paragraph 3 of this Director Plan, and provided,
further, that no person shall be granted more than one such option
pursuant to this Director Plan. An aggregate of 75,000 shares
shall be available under this Director Plan. Such number of shares,
and the number of shares subject to options outstanding under this
Director Plan, shall be subject in all cases to adjustment as
provided in Paragraph 10. No option shall be granted under
this Director Plan subsequent to October 27, 2004.
(b) Shares subject to options may be made available
from unissued or treasury shares of stock. Notwithstanding the provisions
of subparagraph 4(a), any shares released from any unexercised
or expired options may be made subject to additional options
granted under this Director Plan.
(c) Nothing contained in this Director Plan or in
any option granted pursuant hereto shall in itself confer upon any optionee
any right to continue serving as a director of the Company or
interfere in any way with any right of the Board of Directors or stockholders
of the Company to remove such director pursuant to the certificate of
incorporation or by-laws of the Company or applicable law.
5. Option Price. Subject to adjustment under Paragraph 10,
the option price shall be the fair market value of the Company's
Class A common stock on the date the option is granted, as
determined by the Board of Directors.
6. Duration of Options, Increments and Extensions. Subject to
the provisions of Paragraph 8, each option shall be for a term of
ten (10) years. Each option shall become exercisable with respect
to 25% of the total number of shares one year after the date of
grant and with respect to an additional 25% at the end of each
twelve-month period thereafter during the succeeding three years.
7. Exercise of Option. An option may be exercised by
giving written notice to the Company, attention of the Secretary, specifying
the number of Class A common stock to be purchased, accompanied
by the full purchase price for such number of shares, either in cash,
by check, or in shares of Class A common stock, or by a combination thereof.
The per share value of the Class A common stock delivered in payment of
the option price shall be fair market value on the
date of exercise, based on the closing price of the shares
on the New York Stock Exchange.
8. Termination - Exercise Thereafter.
(a) 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 a 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 the option at the date of his or her death.
(b) If any optionee resigns from the Board of Directors
due to physical disability or retirement, the optionee's option
shall terminate three (3) months after his or her resignation (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
the option at the date of his or her resignation.
(c) If the optionee resigns from the Board of Directors
for any other reason other than physical disability or retirement,
the optionee' option shall terminate upon said resignation.
9. Non-Transferability of Options. No option shall be
transferable by the optionee otherwise than by will or the laws of descent
and distribution, and each option shall be exercisable during an
optionee's lifetime only by the optionee.
10. Adjustment upon Change in Stock. Each option and the number
and kind of shares subject to future options under the Director Plan
will be adjusted, as may be determined to be equitable by the
Board, in the event there is any change in the outstanding
Class A common stock of the Company by reason of a stock dividend,
recapitalization, merger, consolidation, split-up, combination or exchange
of shares, or the like, and the Board of Directors determination
of such adjustment provisions shall be final, conclusive and binding.
11. Amendment of Director Plan.
(a) The Board of Directors of the Company may amend or
discontinue this Director Plan at any time; provided, however, that no such
amendment or discontinuance shall (i) change or impair any
option previously granted without the consent of the optionee,
(ii) increase the maximum number of shares which may be purchased by all
eligible directors pursuant to this Director Plan, (iii) change
the purchase price, or (iv) change the option period or increase
the time limitations on the grant of options.
(b) Notwithstanding the provisions of subparagraph 11(a),
the provisions of this Director Plan related to (i) those persons
entitled to receive grants hereunder, (ii) the amount and exercis
price of the shares of Stock covered by options granted or to be
granted hereunder or (iii) the timing of grants made hereunder,
may not be amended more than once every six months, other than to comport
with changes in the Internal Revenue Code of 1986, as amended,
or the rules thereunder.
12. Effective Date. This Director Plan has been adopted
and authorized by the Board of Directors for submission to the
stockholders of the Company. If this Director Plan is approved by the
affirmative vote of the holders of a majority of the voting stock of
the Company voting in person or by proxy at a duly held stockholders'
meeting, it shall be deemed to have become effective on October
27, 1994, the date of adoption by the Board of Directors. Options
may be granted under this Director Plan prior, but subject, to the
approval of this Director Plan by stockholders of the Company and, in
each such case, the date of grant shall be determined without reference
to the date of approval of this Director Plan by the stockholders
of the Company.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
the consolidated balance sheet as of March 31, 1995 and the
consolidated statement of earnings for the six months ended March
31, 1995 and is qualified in its entirety by reference to such
financial statements.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> MAR-31-1995
<CASH> $53,321
<SECURITIES> 10,053
<RECEIVABLES> 114,664
<ALLOWANCES> 5,394
<INVENTORY> 244,002
<CURRENT-ASSETS> 431,041
<PP&E> 255,755
<DEPRECIATION> 119,981
<TOTAL-ASSETS> 643,880
<CURRENT-LIABILITIES> 230,213
<BONDS> 43,549
0
0
<COMMON> 7,526
<OTHER-SE> 337,412
<TOTAL-LIABILITY-AND-EQUITY> 643,880
<SALES> 635,682
<TOTAL-REVENUES> 635,682
<CGS> 317,145
<TOTAL-COSTS> 317,145
<OTHER-EXPENSES> 278,853
<LOSS-PROVISION> 1,785
<INTEREST-EXPENSE> 3,235
<INCOME-PRETAX> 37,480
<INCOME-TAX> 14,055
<INCOME-CONTINUING> 23,425
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 23,425
<EPS-PRIMARY> 0.84
<EPS-DILUTED> 0
</TABLE>
