1994 Restricted Stock Plan

Exhibit 10 (d)


ALBERTO-CULVER COMPANY
1994 RESTRICTED STOCK PLAN


(as amended through July 26, 2001)


SECTION 1. ESTABLISHMENT AND PURPOSE


1.1 Establishment The Alberto-Culver Company (the "Company") hereby establishes a restricted stock plan for Key Employees, as defined herein, which shall be known as the Alberto-Culver Company 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) "Change in Control" shall have the meaning set forth in Section
7.2(a).


(c) "Committee" means the Compensation Committee of the Board or,
if any member of the Compensation Committee is not (i) an
"outside director" within the meaning of Section 162(m) of the
Internal Revenue Code of 1986 and the rules and regulations
thereunder (the "Code") or (ii) a "non-employee director"
within the meaning of Section 16 of the Securities Exchange
Act of 1934 and the rules and regulations thereunder ("Section
16"), the Committee shall set up a subcommittee comprised
solely of outside directors and non-employee directors for
purposes of all matters arising under this RSP involving
"officers" within the meaning of Rule 16a-1(f) under Section
16, and "covered employees" within the meaning of Section
162(m) of the Code for the plan year at issue.


(d) "Disability" shall have the meaning provided in the Company's
applicable long-term disability plan and such disability
continues for more than three months or, in the absence of
such a definition, when a Participant becomes totally disabled
as determined by a physician mutually acceptable to the
Participant and the Company before attaining his or her 65th
birthday and if such total disability continues for more than
three months. Disability does not include any condition which
is intentionally self-inflicted or caused by illegal acts of
the Participant.


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


(f) "Fair Market Value" shall mean the average of the high and low
transaction prices of a share of Class A common stock as
reported in the New York Stock Exchange Composite Transactions
on the date as of which such value is being determined or, if
there shall be no reported transactions for such date, on the
next preceding date for which transactions were reported.


(g) "Key Employee" means an active, salaried employee (including
officers and directors who also are employees) of the Company
or its subsidiaries with direct impact on the performance of
the Company.


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


(i) "Participant" means a Key Employee designated by the Committee
who is awarded and holds Restricted Stock pursuant to the RSP.


(j) "Restricted Stock" shall mean the Class A common stock of the
Company, $.22 par value, with restrictions as described in
Section 6.


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


(l) "Retirement" shall have the meaning provided in the Company's
Employees' Profit Sharing Plan or, in the absence of such a
definition, termination of employment that occurs on or after
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. The Committee shall have full power to construe, administer and interpret the RSP, and full power to adopt such rules and regulations as the Committee may deem desirable to administer the RSP. No member of the Committee shall be liable for any action or determination made in good faith with respect to the RSP or any Restricted Stock thereunder.


2.2 Finality of Determination The determination of the Committee as to any disputed questions arising under this RSP, including questions of construction and interpretation, shall be final, conclusive and binding.


SECTION 3. ELIGIBILITY AND PARTICIPATION


3.1 Eligibility Key Employees of the Company and its subsidiaries are eligible to receive Restricted Stock under the RSP, in such amounts and on as many occasions as the Committee in its sole discretion may determine.


3.2 Participation The Committee shall designate the Key Employees to receive Restricted Stock, the time or times and the size and terms of each individual grant of Restricted


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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 1,000,000. These shares may consist, in whole or in part, of authorized but unissued shares of stock or shares of stock reacquired by the Company and not reserved for any other purpose.


4.2 Reacquired and Withheld Shares If, at any time, shares of
Restricted Stock issued pursuant
to the RSP shall have been
reacquired by the Company in
connection with the restrictions
herein imposed on such shares,
such reacquired shares again shall
become available for issuance
under the RSP at any time prior to
its termination. In addition, any
shares of Restricted Stock
withheld to pay, in whole or in
part, the amount required to be
withheld under applicable tax laws
in accordance with Section 6.12
hereof, shall become available for
issuance under the RSP at any time
prior to its termination.


4.3 Adjustment upon Change in Stock The Committee may take such action with regard to adjustment of the number of shares of Restricted Stock that may be granted hereunder as it considers to be equitable in its sole and absolute discretion in the event there is any change in the outstanding Class A common stock, or any event that could cause a change in the outstanding Class A common stock, including, without limitation, by reason of a stock dividend, stock split, reverse stock split, spin-off, recapitalization, reclassification, merger, consolidation, combination, exchange or conversion of shares, or any other similar type of event. The Committee's determination of any adjustment pursuant to this Section 4.3 shall be final, conclusive and binding.


SECTION 5. DURATION OF THE RSP


The RSP shall continue until all Restricted Stock subject to it shall have been granted and vested under the RSP, subject to the provisions of the RSP regarding amendments thereto and termination thereof.


SECTION 6. SHARES OF RESTRICTED STOCK


6.1 Grant of Shares of Restricted Stock Awards of Restricted Stock to Participants shall be granted under a Restricted Stock Agreement between the Company and the Participant w ...