ex10amendedandrestatedem






                                                                  EXHIBIT 10.1                                                                                                                                                   Execution Copy                           AMENDED AND RESTATED                          EMPLOYMENT AGREEMENT         This Amended and Restated Employment Agreement (this “Agreement”) is entered into as  of November 7, 2018, between Helen of Troy Nevada Corporation, a Nevada corporation (the  “Company”), and Julien R. Mininberg (the “Executive”), but effective as of the Effective Date (as  defined below).  The Company and the Executive sometimes are referred to herein collectively as  “the parties” or individually as “a party.”         WHEREAS, Executive presently serves as Chief Executive Officer of the Company and  Chief Executive Officer of Helen of Troy Limited, a Bermuda company (“Helen of Troy”); and         WHEREAS, the Company and Executive previously entered into an amended and restated  employment agreement dated as of January 7, 2016 and effective as of March 1, 2016 (as amended,  the “Prior Agreement”); and         WHEREAS, the Company and Executive desire to extend the Term (as defined below) of  Executive’s employment and amend and restate the Prior Agreement as hereinafter provided; and         WHEREAS,  the  Company  desires  to  employ  Executive,  and  Executive  desires  to  be  employed by the Company, on the terms and subject to the conditions set forth in this Agreement;           NOW THEREFORE, in consideration of the mutual promises contained in this Agreement,  the parties agree as follows:         1.    Employment and Effective Date.  The Company agrees to continue to employ  Executive  as  Chief  Executive  Officer  of  the  Company.   Executive shall also serve as Chief  Executive  Officer  of  Helen  of  Troy  and  agrees  to  serve  in  such additional  positions  as  are  reasonably assigned to the Executive by the Company and the Board of Directors (the “Board”) of  Helen of Troy, from time to time, during the Term (as defined below).  Executive accepts such  employment and such appointments, on the terms and subject to the conditions set forth in this  Agreement.  The effective date of this Agreement shall be March 1, 2019 (the “Effective Date”)  Until the Effective Date, except as provided in Section 4(g), neither the Company nor Executive  shall have any obligations hereunder and the Company shall have no obligation to provide any  compensation or benefit or make any payment under this Agreement.         2.    Duties.         (a)   Executive shall during the Term (as defined below), subject to the control of the  Board, have the executive powers of the Chief Executive Officer and exercise active management  and supervision over the business and affairs of Helen of Troy and its subsidiaries and its several  officers and shall perform such executive and/or administrative duties consistent with the office of  Chief Executive Officer of Helen of Troy and the Company as from time to time may be assigned  to him by the Board in its judgment and discretion.  Executive shall report to the Board.         (b)   During the Term, Executive shall devote his entire professional business time and  all  reasonable  efforts  to  his  employment  and  perform  diligently  his  duties  under  this     1  





 






   Agreement.  Notwithstanding the foregoing, with prior written approval of the Board, Executive  may serve on one “for profit” board of a public company and no more than two “not for profit”  governing  bodies  of  charities  and/or  educational  institutions  so  long  as  such  service  does  not  unreasonably interfere with Executive’s performance of his obligations hereunder.         (c)   Executive understands that El Paso, Texas is the headquarters of the Company, and  agrees that he will devote as much time as deemed required by the Board in El Paso, Texas in  performance of his duties under this Agreement.         (d)   Executive  understands  and  agrees  that  there  will  be  reasonable domestic  and  international travel for business purposes customarily required of Executive in his capacity as  Chief Executive Officer of Helen of Troy.         3.    Term.  Subject to Section 5 below, the term of this Agreement shall commence on  March 1, 2019 and end on February 28, 2023 (the “Term”).  Unless Executive’s employment is  terminated prior to the end of the Term, the Executive will retire as of the end of the Term and  receive the benefits set forth in Section 6(f).  Nothing in this Agreement shall prevent the parties  from negotiating an extension of the Term if deemed appropriate.  For the avoidance of doubt, the  non-renewal or non-extension of the Term shall not be deemed to result in Executive’s termination  by the Company without Cause (defined below) or for Good Reason (defined below) and the  severance payments under Section 6(c) shall not apply to Executive’s separation from service at  the end of the Term, but shall instead result in Executive’s termination with the Company and  Helen of Troy pursuant to, and receipt of benefits set forth in, Section 6(f).         4.    Compensation.  During the Term, the Company shall pay or provide, as the case  may be, to Executive the compensation and other benefits and rights set forth in this Section 4.         (a)   Annual Base Salary.  During the Term, the Company shall pay to Executive an  annual base salary of no less than $1,000,000 per year (the “Base Salary”), payable in accordance  with the Company’s usual pay practices (and in any event no less frequently than monthly).  The  Base Salary shall be reviewed by the Compensation Committee annually.         (b)   Annual Incentive Bonus.  During the Term, Executive shall be eligible to participate  in the Helen of Troy Limited 2011 Annual Incentive Plan and any successor annual incentive plan  or arrangement in which executive officers of Helen of Troy are eligible to participate (as amended,  restated or modified from time to time, the “Annual Incentive Plan”).  Except as otherwise set forth  in this Agreement, any incentive award under this Section 4(b) shall be subject to, and governed  by, the terms and requirements of the Annual Incentive Plan, any applicable award agreement  granted thereunder and the following applicable terms and conditions:               (i)   Performance Opportunity.  For the annual performance period commencing                    March  1,  2019  and  ending  February  29,  2020,  and  for  each  annual                    performance  period  commencing  thereafter  during  the  Term,  Executive                    shall be eligible to receive an annual performance bonus (the “Fiscal APB”)                    targeted at 200% of Executive’s Base Salary at the commencement of the                    applicable annual performance period, with the opportunity to earn up to                   $3,200,000 and a threshold achievement payout of 100% of Executive’s     2  4828-8798-5017, v. 1  





 






                     Base  Salary  at  the  commencement  of  such  annual  performance  period;                    provided that no such threshold, target or maximum opportunity under a                    Fiscal APB shall exceed the APB Participant Limit (as defined below); and                    provided further that, in the event of any Base Salary increases during the                    performance  period,  any  actual  payout  shall  be  adjusted  for  actual  Base                    Salary in accordance with the Annual Incentive Plan, subject to the terms                    and  conditions  of  the  Annual  Incentive  Plan,  any  maximum  amount                    established by the Compensation Committee for the Executive with respect                    to the corresponding performance period.  Notwithstanding the foregoing                    and  for  avoidance  of  doubt,  except  to  the  extent  expressly  set forth  in                    Sections 6(b)(iii), 6(c)(ii), and 6(d)(ii), no Fiscal APB shall be earned or                    payable for the applicable annual performance period if the threshold is not                    achieved, and Executive shall not be entitled to a bonus with respect to any                    such  performance  measure  if  the  threshold  amount  associated  with  such                    performance measure is not achieved.                 (ii)  Other  Terms  of  Fiscal  APB.   Except  as  expressly  provided  in  this                    Agreement, the performance goals, target awards, thresholds, maximums                    and any other terms of any Fiscal APB shall be determined as set forth under                    the Annual Incentive Plan and at the sole discretion of the Compensation                    Committee of the Board (the “Compensation Committee”).               (iii) Certain Conditions.                     (A)   Completion of the Performance Period.   Except  to  the  extent                          expressly  set  forth  in  Sections  6(b)(iii),  6(c)(ii),  and  6(d)(ii),  for                          purposes  of  this  Agreement,  the  Annual  Incentive  Plan  and  any                          applicable award agreement granted thereunder, Executive shall not                          be deemed to be eligible for or to have “earned” any performance-                         based award under this Agreement, the Annual Incentive Plan or                          such award agreement unless the applicable performance period has                          been  fully  completed  and  the  applicable  performance  goals  have                          been achieved.                       (B)   Continued Employment; No Pro-Rata Awards.  Except to the extent                          expressly  set  forth  in  Sections 6(b)(iii),  6(c)(ii),  and  6(d)(ii),  to                          qualify for and receive payment of any annual incentive award under                          the Annual Incentive Plan, Executive must remain employed with                          the  Company  and  Helen  of  Troy  through  the  last  day  of  the                          performance period for which such incentive award is payable.  For                          avoidance  of  doubt,  except  to  the  extent  expressly  set  forth  in                          Sections 6(b)(iii),  6(c)(ii),  and  6(d)(ii),  Executive  shall  not be                          entitled to any pro-rata portion of any annual incentive award for a                          partial performance period if his employment is terminated at any                         point on or prior to the last day of the performance period for which                         such incentive award is payable.     3  4828-8798-5017, v. 1  





 






                       (C)   APB Participant Limit.  Notwithstanding anything contained herein                           to the contrary, the threshold, target and maximum opportunity or                          amount of any Fiscal APB that may be established for Executive                          with  respect  to  any  performance period  shall  be  subject  to  the                          limitations  set  forth  in  the  Annual  Incentive  Plan,  including                          Section 4.10  of  the  Annual  Incentive  Plan  (or  any  amended  or                          successor  provision  relating  thereto)  (the  “APB  Participant                           Limit”).   In  the  event  the  threshold,  target  and  maximum                           opportunity or amount of any Fiscal APB contemplated by the first                           sentence of Section 4(b)(i) exceeds the APB Participant Limit, to the                           extent  required  under  the  Annual  Incentive  Plan,  the  rules  and                           regulations of any exchange in which the Shares are traded or listed,                           or  applicable  law,  the  Company  shall  use  its  commercially                           reasonable  efforts  to  obtain  shareholders’  approval  at  an  annual                           general  shareholders  meeting  of  an  amendment  to  the  Annual                           Incentive  Plan  permitting  the  award  of  the  Fiscal  APB  as                           contemplated by the first sentence of Section 4(b)(i).  In the event                           Helen  of  Troy’s  shareholders  have  not  or  do  not  so  approve  an                           amendment  to  the  APB  Participant  Limit,  the  Company  and  the                           Compensation  Committee  shall  be  obligated  only  to  grant  to                           Executive  a  Fiscal  APB  with  terms  that  do  not  exceed  the  APB                           Participant Limit.                (iv)  Award  Not  Guaranteed.   The  grant  of  any  annual  Fiscal  APB  does not                     constitute a promise of achievement of such award or payment.                  (v)   Awards Granted Prior to this Agreement.  With respect to any performance                     period  ending  on  or  prior  to  February  28,  2019,  Executive  shall  earn  or                     become vested in the annual cash bonus pursuant to the same performance                     conditions, payment, vesting and other terms and conditions of an award                     previously granted to Executive pursuant to the Annual Incentive Plan; for                    avoidance of doubt, any terms of the Prior Agreement affecting such prior                    award will be deemed to remain in effect for that purpose, subject only to                    Section 6 hereof.         (c)   Long Term Incentive Compensation.  During the Term, Executive shall be entitled  to participate in the Helen of Troy Limited 2018 Stock Incentive Plan and any successor stock or  long-term incentive plan in which executive officers of Helen of Troy are eligible to participate  (as amended, restated or modified from time to time, the “Stock Incentive Plan”).  Any incentive   award under this Section 4(c) shall be subject to, and governed by, the terms and requirements of   the Stock Incentive Plan, any award agreement issued thereunder, and the following applicable   terms and conditions.                (i)   Equity Incentive Award.  For the performance period commencing March                     1, 2019 and ending February 28, 2022, and for each successive three-year                     performance  period  commencing  thereafter  during  the  Term,  Executive                     shall  be  eligible  to  receive  a  long-term  performance  bonus  (the “Fiscal      4   4828-8798-5017, v. 1  





 






                     LTPB”) in the form of an equity incentive award consisting of a grant under                    the  Stock  Incentive  Plan  of  performance-based  restricted  shares                    (“RSAs”).  Notwithstanding the foregoing and for the avoidance of doubt,                    except to the extent expressly set forth in Sections 6(b)(iii), 6(c)(ii), 6(d)(iv)                    and 6(f), or a retirement plan or policy described in Section 4(d), no Fiscal                    LTPB shall be earned or payable, and Executive shall not be entitled to the                    vesting of a Fiscal LTPB with respect to any such performance-based RSAs                    if the threshold amount associated with such performance measure is not                    achieved for a given Fiscal LTPB.                 (ii)  Performance Opportunity.  Executive’s total equity award for each Fiscal                    LTPB that is granted each fiscal year during the Term will be the lesser of                    $10,400,000 or the LTPB Plan Limit (as defined below) calculated based                    on the Fair Market Value (as such term is defined under the Stock Incentive                    Plan) of the RSAs (the “Maximum Grant Amount”).  For each Fiscal LTPB,                    the number of common shares of Helen of Troy (the “Shares”) subject to                    the performance-based RSA shall be a quotient equal to (A) the Maximum                    Grant Amount divided by (B) the Fair Market Value (rounded up to the next                    whole share) of the Shares provided that the number of Shares determined                    pursuant  to  the  foregoing  shall  not  exceed  the  LTPB  Plan  Limit.   The                   performance-based RSA grant under the Stock Incentive Plan will have a                   threshold award of 25% and a target award of 50% of the total performance-                  based RSAs granted under the Stock Incentive Plan, which is $2,600,000                   and  $5,200,000,  respectively.   The  Maximum  Grant  Amount  is  the                   maximum amount payable as a LTPB and represents two times the target                   award amount.  For purposes of this Section 4(c)(ii), the value of any RSAs                   shall be calculated based on the per Share Fair Market Value on the date of                   the grant of such award.               (iii) Other  Terms  of  Fiscal  LTPB.   Notwithstanding  the  foregoing,  the                    Compensation Committee may increase or decrease the targets, thresholds                    or  maximums  for  awards  of  performance-based  RSA  grants  for  any                    performance period at its sole discretion.  Except as expressly provided in                    this Agreement, the performance goals and other terms of any Fiscal LTPB                    shall be determined at the sole discretion of the Compensation Committee.               (iv)  Certain Conditions.                      (A)   Completion of the Performance Period.   Except  to  the  extent                          expressly  set  forth  in  Sections  6(b)(iii),  6(c)(ii)-(iii),  6(d)(iii)-(iv)                          and 6(f), or a retirement plan or policy described in Section 4(d), for                          purposes of this Agreement, the Stock Incentive Plan and any award                          agreement granted thereunder, Executive shall not be deemed to be                          eligible for payment for or to have “earned” any performance-based                          award  under  the  Stock  Incentive  Plan  or  such  award  agreement                          unless the applicable performance period has been fully completed                          and the applicable performance goals have been achieved.       5  4828-8798-5017, v. 1  





 






                     (B)   Continued Employment; No Pro-Rata Awards.  Except to the extent                          expressly  set  forth  in  Sections 6(b)(iii),  6(c)(ii)-(iii),6(d)(iii)-(iv)                          and 6(f), or a retirement plan or policy described in Section 4(d), to                          qualify for any incentive payment under the Stock Incentive Plan,                          Executive must remain employed with the Company and Helen of                          Troy through the last day of the performance period for which such                          incentive  payment  is  payable  and,  at  a  minimum,  the  threshold                          amount associated with the performance measures must be achieved                          for such performance period.  For avoidance of doubt, except to the                          extent expressly set forth in Sections 6(b)(iii), 6(c)(ii)-(iii), 6(d)(iii)-                         (iv) and 6(f), or a retirement plan or policy described in Section 4(d),                          Executive shall not be entitled to any pro-rata portion of any Fiscal                          LTPB  for  a  partial  performance  period  if  his  employment  is                          terminated at any point on or prior to the last day of the performance                          period for which such incentive award is payable.                      (C)   LTPB Plan Limit.  Notwithstanding anything contained herein to the                          contrary,  the  number  of  Shares that  shall  be  established  for                          Executive with respect to any RSA shall be subject to the limitations                          set forth in the Stock Incentive Plan, including Section 3(a) of the                         Stock  Incentive  Plan  (or  any  amended  or  successor  provision                         relating thereto) (the “LTPB Plan Limit”).  In the event (1) there are                          not a sufficient number of Shares under the Stock Incentive Plan to                         cause the grant of RSAs or (2) the number of Shares that may be                          established for any threshold, target and maximum opportunity in                         any Fiscal LTPB pursuant to Section 4(c)(ii) (as calculated without                          giving effect to the LTPB Plan Limit) exceeds the LTPB Plan Limit,                         to the extent required under the Stock Incentive Plan, the rules and                         regulations of any exchange in which the Shares are traded or listed,                         or  applicable  law,  the  Company  shall  use  its  commercially                         reasonable  efforts  to  obtain  shareholders’  approval  at  an  annual                         general meeting of shareholders to approve of an amendment to the                         Stock Incentive Plan permitting the award of RSA’s in excess of the                         LTPB Plan Limit, as contemplated by Section 4(c)(ii).  In the event                         Helen  of  Troy’s  shareholders  have  not  or  do  not  so  approve  an                         amendment  to  the  LTPB  Plan  Limit,  the  Company  and  the                         Compensation  Committee  shall  be  obligated  only  to  grant  to                         Executive a Fiscal LTPB with terms that do not exceed the LTPB                         Plan Limit.              (v)   Award Not Guaranteed.  The grant of any Fiscal LTPB does not constitute                    a promise of achievement of such award or payment.                 (vi)  Awards Granted Prior to this Agreement.  Executive shall continue to be                    entitled  to  receive  any  Shares  settled  pursuant  to  any  grant  of  restricted                    stock  units  (“RSUs”)  prior  to  the  Effective  Date,  subject  to  the  same                    performance conditions, payment, vesting and other terms and conditions     6  4828-8798-5017, v. 1  





 






                       of any such RSU award previously granted to Executive pursuant to the                     Stock Incentive Plan (or a predecessor plan); for avoidance of doubt, any                     terms of the Prior Agreement affecting such prior award will be deemed to                     remain in effect for that purpose, subject only to Section 6 hereof.          (d)   Other Benefits.  During the Term, the Company shall provide to Executive such   health  and  welfare  benefits  as  may  be  generally  available  to  other  employees  of  the   Company.  Executive shall be entitled to six (6) weeks of vacation and such periods of sick leave   allowance each year as are determined by the Company per its written policies, procedures and   practices applicable to all employees of the Company.  Except as described in this Section 4(d),   Executive may participate in all retirement and other benefit plans or arrangements of the Company   generally  available  from  time  to  time  to  executive  officers  of the  Company  and  for  which   Executive qualifies under the terms of such plans or satisfies the conditions of such arrangements.    In addition, if the Company adopts a retirement plan or policy for executive officers, Executive   will not be eligible to participate before March 1, 2022.  On or after March 1, 2022, the Executive,   in  his  sole  discretion,  and  upon  ninety  (90)  days  prior  notice to  the  Company,  may  elect  to   participate and retire under such plan or policy on or after March 1, 2022, but before the end of   the Term.  If the Executive makes such election, the Executive shall be entitled to receive the   benefits under such plan or policy and not those under Section 6(f).           (e)   Expense Reimbursement.  The Company shall reimburse Executive for reasonable   travel and other expenses incurred by Executive, including, without limitation travel for Executive   for trips to El Paso, Texas in connection with the Executive’s performance of his duties to carry   out  the  Company’s  business,  subject  to  Helen  of  Troy’s  written policies,  procedures  and  practices.  Notwithstanding the foregoing, Executive shall be responsible for all costs and expenses  incurred in connection with his lodging for trips to El Paso, Texas.         (f)   Annual Physical.  The Executive shall be required to have an annual physical, at  the Company’s expense, at a reasonable location chosen by Executive.  It is expected that the  reimbursement  or  payment  of  Executive’s  annual  physical  will  be  excluded  from  Executive’s  taxable income under Section 105 of the Internal Revenue Code of 1986, as amended (the “Code”),   and Treasury Regulation Section 1.105-11(g).  If necessary, based on the good faith determination   of the Company, the Company will effect an amendment to the Company health plan to provide   this benefit.          (g)   Legal Fees.   The  Company  will  reimburse  Executive’s  documented,  reasonable   legal fees billed to Executive in connection with legal advice as to the negotiation and execution   of this Agreement, subject to a maximum reimbursement of $35,000.  Any reimbursement for legal   fees shall be made as soon as practicable after Executive submits documentation of his legal fees   incurred, but in no event later than March 15 of the calendar year following the  date that this   Agreement is executed.          5.    Termination.          (a)   Death.  Executive’s employment hereunder shall automatically terminate upon his   death.      7   4828-8798-5017, v. 1  





 






         (b)   Disability.   In  the  event  Executive  incurs  a  Disability  (defined  below)  for  a  continuous period of one-hundred twenty (120) consecutive days or one hundred eighty (180)  cumulative days in any calendar year, the Company may, at its election, terminate Executive’s  employment by providing Executive prior written notice of termination.  The term “Disability”  shall mean any disability or incapacity that so impairs Executive’s mental or physical health that  it prevents him from performing the essential functions of his job with or without a reasonable  accommodation.         (c)   Cause.  The Company may terminate Executive’s employment for Cause (defined  below)  by  providing  written  notice,  which  shall  set  forth  in  reasonable  detail  the  facts  and  circumstances constituting Cause.  Except in the case of a for Cause termination under clauses (iv)  or (v) below, such termination shall be effective immediately upon the delivery of such notice.   Solely in the case of a for Cause termination under clauses (iv) or (v) below that is within the  prescribed correction period, such termination shall be effective upon the expiration of thirty (30)  days following the date of the delivery of the Company’s written  notice  of  such event  by the  Company, provided that if such event is capable of being cured as determined in the sole discretion  of the Board, then on or before the expiration of the applicable correction period, the Executive  shall  be  afforded  an  opportunity  to  meet  with  and  present  to  the  Board  Executive’s  position  regarding the event; provided, however, that the Compensation Committee, in its discretion, may  extend  such  thirty-day  cure  period  by  up  to  fifteen  (15)  additional  days  to  arrange  such  opportunity.  With respect to a Cause event, “Cause” shall mean:               (i)   Executive’s commission of an act of fraud, embezzlement or similar action;                    Executive’s conviction of, or plea of guilty or no contest to, (A) any felony,                    (B) any crime involving fraud, embezzlement, or (C) other defalcation or                    any crime involving moral turpitude;               (ii)  Executive’s commission of any act of dishonesty which is injurious to the                    business  reputation  of  the  Company  or  Helen  of  Troy  or  Executive’s                    violation of the Company’s insider trading policy;               (iii) Executive’s failure to perform his  material duties under this Agreement,                    including  without  limitation,  the  failure  to  follow  the  directions  of  the                    Board;               (iv)  Executive’s breach of any material provision of this Agreement which, if in                    the  Board’s  determination  is  capable  of  being  cured  or  corrected,  such                    breach is not cured or corrected by Executive within thirty (30) days of                    receiving written notice thereof from the Company;               (v)   Executive’s material breach of any written policy of the Company or Helen                    of  Troy,  including  but  not  limited  to  the  Code  of  Ethics  for  the  Chief                    Executive Officer and Senior Financial Officers of Helen of Troy Limited,                    which,  if  in  the  Board’s  determination  is  capable  of  being  cured  or                    corrected, such breach is not cured or corrected by Executive within thirty                    (30) days of receiving written notice thereof from the Company; or     8  4828-8798-5017, v. 1  





 






               (vi)  The  breach  of  any  fiduciary  duty  owed  to  the  Company,  Helen  of Troy                   and/or its’ shareholders, which is deemed to be material in the reasonable                   judgment of the Board.        (d)   Good Reason.  Executive may terminate his employment during the Term for Good  Reason (defined below) by providing the Company and the Board prior written notice, which shall  set  forth  in  reasonable  detail  the  facts  and  circumstances  of  the  event  constituting  Good  Reason.  “Good Reason” shall mean any of the following if such event occurs without the consent  of Executive:               (i)   Executive shall fail to be vested by the Company or Helen of Troy with the                    powers and authority of the Chief Executive Officer of Helen of Troy, or if                    the provision of the bye-laws of Helen of Troy describing the relative duties                    and  responsibilities  of  the  Chief  Executive  Officer,  as  in  effect  on  the                    Effective Date, are changed in any material respect that results in a material                    diminution of the powers or authority of such office;                (ii)  a  significant  change  by  the  Company  or  Helen  of  Troy  in  Executive’s                    functions, duties or responsibilities which would cause Executive’s position                   with  the  Company  or  Helen  of  Troy  to  become  of  less  responsibility or                    scope from the position and attributes thereof described in Sections 1 and 2                    of this Agreement;                (iii) other breach of a material provision of this Agreement by the Company;                (iv)  the Company requires Executive to move his residence more than fifty miles                    from his current residence; or               (v)   the refusal of any successor to assume this Agreement in accordance with                    the terms and conditions of Section 9(g).   Notwithstanding anything to the contrary contained herein, no termination for Good Reason can  occur unless: (A) the Executive first delivers written notice to the Company not later than ninety  (90) days following the date on which Executive first became aware (or reasonably should have  become aware) of the event constituting “Good Reason”; and (B) the Company or Helen of Troy,  as applicable, fails to remedy the event within thirty (30) days of the delivery of such notice, and  (C) the Executive terminates his employment not later than thirty (30) days following the end of  such cure period.         (e)   Voluntary Termination.   Upon  ninety  (90)  days’  prior  written  notice  to  the  Company, Executive may voluntarily terminate his employment with the Company prior to the  end of the Term.  For purposes of this Agreement, including the termination payments described  in Section 6 below, Executive’s separation from service at the end of the Term shall not constitute  a voluntary termination under this Section 5(e) or Section 6(a).           (f)   Termination without Cause.  The Company may, upon written notice to Executive,  immediately terminate Executive’s employment at any time without Cause.      9  4828-8798-5017, v. 1  





 






           (g)   Resignation of Offices and Directorships.  Upon any termination of Executive’s   employment under this Agreement for any reason, all offices and directorships held by Executive   in  the  Company,  Helen  of  Troy  or  any  of  their  respective  subsidiaries  shall  be  terminated   automatically and without further action by Executive as of the date of termination.  Executive   agrees, at the reasonable request of the Company or the Board, to execute and deliver further   documents or instruments and take such other action as may be reasonably necessary or desirable   to effect or document any such termination or resignation.         6.     Payments to Executive upon Termination.           (a)   Cause or Voluntary Termination Other than Retirement.   In  the  event  of   Executive’s termination pursuant to Sections 5(c) or 5(e) other than retirement pursuant to Section   6(f) or, if eligible, a Company retirement plan or policy (as described in Section 4(d)), Executive   shall be entitled to no further compensation or other benefits under this Agreement, except as to   (i) that portion of any unpaid Base Salary earned by Executive hereunder up to and including the   effective date of such termination and (ii) any unpaid incentive payment earned by Executive with   respect to any award under the Annual Incentive Plan or Stock Incentive Plan and vested prior to   the effective date of such termination.  For avoidance of doubt, the Executive shall forfeit any   Fiscal  APB,  Fiscal  LTPB,  or  underlying  RSA’s  granted  that  are  unvested  as  of  the  date  the   Executive terminates employment under this Section 6(a).          (b)   Death or Disability.   In  the  event  of  Executive’s  termination  of  employment   pursuant to Sections 5(a) or 5(b), Executive (or his legal representative or beneficiary) shall be   entitled to no further compensation or other benefits under this Agreement, except (i) that portion   of any unpaid Base Salary earned by Executive hereunder up to and including the effective date of   such termination, (ii) any unpaid incentive payment earned by Executive with respect to any award   under the Annual Incentive Plan or Stock Incentive Plan and vested prior to the effective date of   such termination and (iii) the pro rata portion (as defined below) of any incentive compensation   the Compensation Committee, in its reasonable discretion, determines Executive likely would have   received for the performance period during which Executive’s employment with the Company   terminated had Executive’s employment not terminated, which shall be payable at the time as such   payment  would   be  made   had   Executive’s  employment  with  the  Company   continued.   Notwithstanding  the foregoing,  nothing  in  this  Agreement  shall  affect  Executive’s   right  to  receive  death  or  disability  benefits  under  the  life  insurance  and  disability  insurance   programs of the Company, Helen of Troy and its subsidiaries.  For purposes of this Section 6(b),   the term “pro rata portion” shall mean a percentage, when expressed as a fraction, the numerator   of which is the number of days during the applicable performance period in which the Executive   was an employee of the Company, and the denominator of which is the number of days in such   performance period.          (c)   Termination without Cause or for Good Reason (Not in Connection with a Change   of Control).  In the event of Executive’s termination of employment pursuant to  Sections 5(d)   or 5(f) prior to the end of the Term, Executive shall be entitled to any unpaid Base Salary or other  benefit earned by him up to and including the date of termination (including any unpaid cash or  equity incentive payment earned under the Annual Incentive Plan or the Stock Incentive Plan and  vested prior to the effective date of such termination), to be paid in accordance with the Company’s  regular pay practices applicable to such earned and vested compensation and benefits; and, subject                                           10   4828-8798-5017, v. 1  





 






   to Executive’s compliance with Sections 6(i)  and 9(a),  and  Executive’s continuing compliance  with Section 7 hereof:               (i)   A cash payment equal to two (2) times Executive’s then Base Salary;               (ii)  Without duplicating any payment already owed under this Section 6(c), the                    pro  rata  portion  (as  defined  in  Section 6(b)  above)  of  any  incentive                    compensation the Compensation Committee, in its reasonable discretion,                    determines Executive would have received under the Annual Incentive Plan                    and  the  Stock  Incentive  Plan  for  the  performance  period  during which                    Executive’s  employment  with  the  Company  was  terminated  had                    Executive’s  employment  not  been  terminated,  based  upon  the  actual                    performance of Helen of Troy at the end of such performance period and                    payable  at  the  same  time  that  such  payment  would  be  made  during                    Executive’s regular employment with the Company;               (iii) Without duplicating any payment already owed under this Section 6(c), a                    pro rata portion (as defined below) of any installment of time-vesting RSUs                    that  would  have  vested  as  of  the  anniversary  of  the  grant  date that                    immediately follows the Executive’s date of termination.  For purposes of                    this Section 6(c)(iii), the term “pro rata portion” shall mean, with respect to                    any  award  of  time-vesting  RSUs,  a  percentage,  when  expressed  as a                    fraction, the numerator of which is the number of days from and after the                    anniversary of the grant date that begins the vesting period applicable to                    such installment of RSUs during which Executive was an Employee of the                    Company, and the denominator of which is the total number of days in the                    vesting  period(s)  applicable  to  such  installment  of  RSUs  assuming                    Executive was an employee throughout such period and no event or other                    matter occurred that would accelerate the vesting of such award;               (iv)  To the extent permitted by benefit plans of the Company or Helen of Troy                    and its subsidiaries, and applicable law, and so long as Executive makes a                    timely election under the Consolidated Omnibus Budget Reconciliation Act                    of 1985 (“COBRA”), Executive shall be entitled to and the Company shall                    pay for the continuation of health insurance benefits for Executive and his                    family for a maximum of eighteen (18) months after the date of termination                    under  this  Section  6(c)  or  until  Executive  is  covered  by  another  health                    insurance policy or is eligible for coverage under an employer-sponsored                    group health plan during the eighteen-month COBRA period. The Company                    shall directly pay the premiums for Executive’s continuation coverage to                    the COBRA administrator on behalf of Executive.  Executive acknowledges                    that the Company’s payment for coverage under COBRA may be a taxable                    benefit to Executive.  Executive and the Company agree that if the COBRA                    continuation payments provided for in this Section 6(c)(iv) are determined                    to  be  discriminatory  under  the Affordable  Care  Act  nondiscrimination                    provisions  applicable  to  insured  group  health  plans,  the  parties  will                    renegotiate  Section 6(c)(iv),  as applicable,  in  good  faith  to  avoid  the                                          11  4828-8798-5017, v. 1  





 






                       imposition of any excise tax on Executive or the Company.  If at the time                     of his termination under this Section 6(c) the Executive is eligible to retire                    under any retirement policy of the Company (as described in Section 4(d))                    which provides for continued health insurance benefits for a longer period,                    or at a lower cost, than those described in this Section 6(c)(iv), then the                    health insurance benefits provided in such retirement plan or policy shall                     supersede those provided herein; and                (v)   If the aggregate amount or value of the payments (including equity awards)                     required under Sections 6(c)(i) through 6(c)(iii) is less than $6,000,000 (the                     “Threshold Amount”), the Company shall make an additional cash payment                     to Executive to achieve an aggregate payment amount or value equal to the                    Threshold Amount, which shall be payable in accordance with the terms                    and conditions of this Agreement and Section 6(g).    Except as provided above in this Section 6(c), no additional unvested or unearned awards under  the Annual Incentive Plan or the Stock Incentive Plan will be payable pursuant to a termination of  employment under this Section 6(c).          (d)   Termination without Cause or for Good Reason in Connection with a Change of  Control.  If prior to the end of the Term there is a Change of Control (as defined in Section 6(e)   hereof), and if within six (6) months prior to, on, or within eighteen (18) months following the   effective  date  of  such  Change  of Control,  Executive’s  employment  terminates  pursuant  to   Sections 5(d)  or 5(f)  hereof,  Executive  shall  be  entitled  to  any  unpaid  Base  Salary  and  other   benefits earned by him up to and including the date of termination (including any unpaid cash or   equity incentive payment earned under the Annual Incentive Plan or the Stock Incentive Plan and   vested prior to the effective date of such termination), to be paid in accordance with the Company’s   regular pay practices applicable to  such  earned  and  vested  compensation  and   benefits.   Additionally,  subject  to  Executive’s  compliance  with  Sections 6(i)  and 9(a),  and   Executive’s continuing compliance with Section 7 hereof:                  (i)   Subject  to  Section 6(g)(ii),  a  cash  payment  equal  to  two  times:                     (A) Executive’s then Base Salary at the time of the Change of Control (or                     if higher, the Executive’s date of termination of employment) plus (B) an                     amount equal to the target annual incentive under the Annual Incentive Plan                     for  the  performance  period  during  which  Executive’s  employment                     terminated;                (ii)  Without duplicating any payment already owed under this Section 6(d), the                     pro rata portion (as calculated in Section 6(b) above) of any target annual                     incentive  compensation  under  the  Annual  Incentive  Plan  for  the                     performance  period  during  which  Executive’s  employment  with  the                     Company terminated;                (iii) Accelerated vesting of all unvested, time-vesting RSUs issued pursuant to                     the Stock Incentive Plan as of the date on which Executive’s employment                     with the Company terminated;                                           12   4828-8798-5017, v. 1  





 






                 (iv)  Accelerated  vesting  at  target  of  all  outstanding,  unearned,  performance-                    based RSAs or RSUs issued pursuant to the Stock Incentive Plan as of the                     date  on  which  Executive’s  employment  with  the  Company  terminated                     (including  any  outstanding,  unearned  performance-based  RSAs  or RSUs                     covered by Section 4(c)(vi)); and                (v)   To the extent permitted by benefit plans of the Company or Helen of Troy                     and  its  subsidiaries,  and  applicable  law,  and  subject  to  the  Executive’s                     timely COBRA election, the continuation of health insurance benefits for                     Executive and his family for a maximum of eighteen (18) months after the                     date of termination or until Executive is covered by another health insurance                     policy or is eligible for coverage under an employer-sponsored group health                     plan, if that occurs earlier than eighteen (18) months.  The Company shall                     pay  for  Executive’s  COBRA  continuation  coverage  for  so  long  as such                     coverage is maintained, and Executive acknowledges that the Company’s                     payment  for  coverage  under  COBRA  may  be  a  taxable  benefit  to                     Executive.   Executive  and  the  Company  agree  that  if  the  COBRA                     continuation payments provided for in this Section 6(d)(v) are determined                    to  be  discriminatory  under  the Affordable  Care  Act  nondiscrimination                    provisions  applicable  to  insured  group  health  plans,  the  parties  will                    renegotiate this Section 6(d)(v), as applicable, in good faith to avoid the                     imposition of any excise tax on Executive or the Company.  The Company                     shall pay the COBRA premium directly to the COBRA administrator on                     behalf of Executive.  If, at the time of his termination, under this Section                     6(d),  Executive  is  eligible  to  retire  under  any  retirement  policy  of  the                     Company (as described in Section 4(d)) which provides for continued health                     insurance  benefits  for  a  longer  period,  or  at  a  lower  cost,  than  those                     described in this Section 6(d)(v), then the health insurance benefits provided                    in such retirement plan or policy shall supersede those provided herein; and               (vi)  If the aggregate amount or value of the payments (including equity awards)                    required under Sections 6(d)(i) through 6(c)(iv) is less than the Threshold                    Amount  (as  set  out  in  Section 6(c)(v)),  the  Company  shall  make an                    additional  cash  payment  to  Executive  to  achieve  an  aggregate  payment                    amount or value equal to the Threshold Amount, which shall be payable in                    accordance  with  the  terms  and  conditions  of  this  Agreement  and                    Section 6(g).    In the event any outstanding equity awards issued pursuant to the Stock Incentive Plan are not  assumed in connection with a Change of Control, such awards will immediately vest in accordance  with the terms of the Stock Incentive Plan.  For the avoidance of any doubt, any payments or  benefits provided under this Section 6(d) shall not duplicate or be combined with any payments or  benefits owed under Section 6(c).           (e)   Change of Control Defined.  “Change of Control” shall have the same meaning   assigned under the Stock Incentive Plan, but, solely for purposes of this Agreement, ignoring the                                           13   4828-8798-5017, v. 1  





 






   application of the last sentence of the Stock Incentive Plan in effect as of the date of this Agreement  (or any equivalent or successor or amended provisions thereof).          (f)   Retirement.  At the end of the Term, the Executive shall be entitled to retire and  receive the benefits below.  The Executive shall be entitled to any unpaid Base Salary and other  benefits earned by him up to and including the date of termination (including any unpaid Fiscal  APB or Fiscal LTPB under the Annual Incentive Plan or the Stock Incentive Plan and vested prior  to the effective date of such termination), to be paid in accordance with the Company’s regular  pay  practices  applicable  to  such  earned  and  vested  compensation  and  benefits.   Additionally,  subject  to  Executive’s  compliance  with  Sections  6(i)  and  9(a), and  Executive’s  continuing  compliance with Section 7 hereof, Executive shall be entitled to the following:               (i)   Continued eligibility to vest in of any Fiscal LTPB award issued pursuant                    to the Stock Incentive Plan during the Term and that remains outstanding                    as of the date on which Executive’s employment with the Company                    terminated as of the end of the Term.  Any RSAs that are eligible to vest                    under this Section 6(f)(i) shall vest to the Executive at the same time that                    other participants are eligible to vest in similar awards in accordance with                    the Stock Incentive Plan and determined based on actual achievement of                    performance measures.  During the vesting period under this Section                    6(f)(i), Executive shall make himself available as reasonably necessary to                    serve as a mentor to his successor and to provide consulting services to the                    Company to ensure a successful transition following Executive’s                    retirement.  Executive’s mentoring and consulting services shall be                    provided on an “as needed” basis with the amount and manner of access                    determined as mutually agreed upon by the Company and the Executive;                    provided, however, that Executive shall not be considered to have                    breached this Agreement by reason of a failure of the parties to agree as to                    the amount or manner of access.  Notwithstanding anything to the contrary                    in the respective award agreements or hereunder, death or Disability after                    the Term and before payout shall not have any impact on the payout                    pursuant to this clause.  In such circumstance, the Executive, his personal                    representative or beneficiary shall have the right to vest in the Fiscal                    LTPB awards to the same extent that other participants are eligible to vest                    in similar awards in accordance with the Stock Incentive Plan and                    determined based on actual achievement of performance measures.               (ii)  Following the Executive’s retirement at the end of the Term, Executive and                   his spouse will each have an independent right to elect to either (i) continue                   coverage  under  the  Company’s  health  plan  under  the  Consolidated                    Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or                    (ii)  to  receive  “Retiree  Coverage”  under  the  Company’s  health  plan  as                    described below.  Either the Executive or spouse, but not both, may make                    the election of COBRA or Retiree Coverage apply to any of Executive’s                    eligible  dependents.   The  Retiree  Coverage  will  be  provided  under  the                    Company’s group health plan and will be the same coverage as applies to                    active employees from time to time.  The Retiree Coverage will continue                                          14  4828-8798-5017, v. 1  





 






                     for Executive until the earlier of December 26, 2029 or the date of his death,                    for Executive’s spouse until December 26, 2029, regardless if the Executive                    dies  before  such  date,  and  for  each  of  Executive’s  dependents  until  the                    earlier of December 26, 2029, the date of Executive’s death, or the date each                    such dependent ceases to satisfy the definition of dependent under the health                    benefit plan; provided, however, that such Retiree Coverage will end before                    the dates specified above if Executive, his spouse, or his dependents, as                    applicable,  become  covered  under  another  employer  group  health plan.                    Executive must notify the Company within 30 days of any such acquisition                    of  employer  group  health  coverage.   If  the  Executive  or  spouse elects                    Retiree  Coverage  in  lieu  of  COBRA  coverage,  then  at  the  end  of the                    required  COBRA  election  period,  Executive  and/or  his  spouse,  as                    applicable,  will  have  no  additional  COBRA  rights  with  respect  to                    Executive’s retirement.  If Executive or his spouse elect COBRA coverage,                    Executive will be obligated to pay the full cost (employer and employee                    premium amounts) for such COBRA coverage and will be responsible for                    directly remitting payment of the monthly premium for COBRA coverage                    to  the  COBRA  administrator.   If  Executive  or  his  spouse  elect  Retiree                    Coverage, Executive will be obligated to pay the employee portion of the                    premium and the Company will pay the employer portion of such premium;                    however, in order to comply with applicable tax rules and to the  extent                    required, the Company will impute the amount of the employer premium to                    Executive  as  income  and  report  it  on  Form  W-2.   Executive  will be                    responsible for directly remitting his portion of the monthly premium for                    Retiree Coverage to the plan administrator.  If the health benefit plan does                    not allow for such Retiree Coverage, the Company will amend the plan to                    provide for such coverage.  If at the time of his retirement the Executive is                    eligible to retire under any retirement policy of the Company (as described                    in Section 4(d)) which provides for continued health insurance benefits for                    a  longer  period,  or  at  a  lower  cost,  than  those  described  in  this  Section                    6(f)(ii), then the health insurance benefits provided in such retirement plan                    or policy will supersede those provided herein; provided, that the Executive                    or his spouse, as applicable, elect to receive such continued health insurance                    benefits in lieu of COBRA.               (iii) In the event a Change of Control occurs following the end of the Term and                    while Executive is entitled to receive the foregoing benefits, the following                    shall apply:                     (A)  If,  upon  a  Change  of  Control,  any  unearned,  performance  based                          RSAs are not assumed in full (including the underlying performance                          objectives related thereto), then in lieu of clause (i), any restrictions                          on any unearned, performance based RSAs issued under the Stock                          Incentive Plan that remain outstanding as of the Change of Control                          shall  immediately  lapse  and  be  paid  out  at  the  target  level  of                          performance (or, if higher, the level specified by the terms of the                          Change of Control). For the avoidance of doubt, the RSAs will not                                          15  4828-8798-5017, v. 1  





 






                           be treated as assumed in full if the nature of the Change of Control                         renders  the  performance  measures  practically  inapplicable  and/or                         unmeasurable.                      (B)    The Company shall cause the successor to continue to provide the                          health benefits provided for in clause (ii).         (g)   Timing of Payments.  Subject  to  Executive’s  compliance  with  Sections 6(i)  and 9(a), and Executive’s continuing compliance with Section 7:               (i)   The  amount,  if  any,  to  be  paid under  Section 6(c)(i)  shall be  payable  in                    twenty-four  (24)  equal,  monthly  installments,  commencing  on  the first                    payroll date that is at least sixty (60) but not more than seventy-five (75)                    days  after  Executive’s  date  of  termination  and  continuing  on  a monthly                    basis thereafter on the first payroll date of each ensuing calendar month;                (ii)  The amount, if any, to be paid under Section 6(d)(i) shall be payable in a                   lump sum cash payment on the first payroll date that is at least sixty (60)                   but not more than seventy-five (75) days after the later of Executive’s date                   of termination and the date of the Change of Control; provided, however,                   that if the Change of Control does not constitute a change in control event                   with respect to Executive as defined in Section 409A of the Code, then the                   portion of such amount that is equal to the amount that would have been                   paid under Section 6(c)(i) had the termination not been in connection with                   a Change of Control, and that would have been subject to Section 409A of                   the Code, shall be paid in installments in the same manner as provided in                   Section 6(g)(i), and the amount equal to the difference between the amount                   payable  under  Section 6(d)(i)  and the  aggregate  amount  payable under                   Section 6(c)(i) and that is subject to Section 409A of the Code shall be paid                   in a lump sum at the same time that the seventh (7th) monthly installment                   is paid;              (iii) The amount, if any, to be paid under Sections 6(c)(v) or 6(d)(vi) shall be                   added to the payments pursuant to Sections 6(g)(i) or 6(g)(ii), as applicable,                   allocated proportionally according to the number of monthly installments                   remaining at the time the amount is determined or in a lump sum payment                   within thirty (30) days if such monthly installments have been completed.                    In the event that no monthly installments were paid under Section 6(g)(ii),                   the amount, if any, to be paid under Section 6(d)(vi) shall be made in a lump                   sum payment at the same time that the single lump sum payment under                   Section 6(g)(ii) is payable where the Change of Control constitutes a change                   in control event as defined in Section 409A of the Code and as contemplated                   under  the  first  sentence  of  Section 6(g)(ii)  without  giving  effect  to  the                    proviso contained therein;                                           16  4828-8798-5017, v. 1  





 






               (iv)  Payments and benefits owed, if any, under Section 6(c)(iii) hereof shall be                    paid  or  provided  within  sixty  (60)  days  following  the  date  Executive’s                    employment terminated; and               (v)   Payments  and  benefits  owed,  if  any,  under  Sections 6(d)(ii),  (iii)  or (iv)                    hereof shall be paid or provided within 60 days following the later of the                    date  Executive’s  employment  terminated  or  the  occurrence  of  the  event                    constituting a Change of Control.   Notwithstanding  the  foregoing,  the  timing  of  any  amounts  to  be paid  or  provided  under  this  Section 6(g) is subject to compliance with Section 409A to  the extent any of the payments or  benefits are considered non-qualified deferred compensation under Section 409A of the Code.         (h)   No Further Compensation.   Notwithstanding  any  other  provision  of  this  Agreement,  the  Annual  Incentive  Plan,  the  Stock  Incentive  Plan or  any  other  benefit  plan,  agreement or arrangement of the Company or Helen of Troy and its subsidiaries, the provisions of  this  Section 6  exclusively  shall govern  Executive’s  rights  to  payments  upon  termination  of  employment with the Company and its affiliates, and except as expressly set forth in this Section 6,  Executive shall have no further right to any compensation or other benefits under this Agreement,  the Annual Incentive Plan, the Stock Incentive Plan, related award agreements or such other benefit  plans,  agreements  or  arrangements.   Under  no  circumstances  will  any  rights  or  awards  of  Executive under the Annual Incentive Plan or the Stock Incentive Plan accelerate and vest upon  Executive’s termination, except as otherwise provided in this Section 6 or, if eligible, pursuant to  a Company retirement plan or policy (as described in Section 4(d)).         (i)   Condition to Payment.   All  payments  and  benefits  due  to  Executive  under  Sections 6(c) and 6(d) that are not otherwise required by any rule or regulation issued by any state  or federal governmental agency shall be contingent upon execution by Executive of a general  release of all claims to the maximum extent permitted by law against Helen of Troy, the Company  and their respective affiliates and their respective and former directors, employees and agents, in  such form and with such other usual and customary accompanying terms as may be determined by  the  Board  in  its  reasonable  discretion;  provided  that  such  general  release  shall  not  require  Executive to waive  rights (A) to payments owed under this Section 6, (B) as a shareholder of the  Company, or (C) to any rights to indemnification he may have at the time of termination from  employment, subject to the terms and conditions thereof; and such general release shall not impose  new restrictions following termination on Executive’s competitive activities within the scope of  Section 7(b) except in accordance with this Agreement.         (j)   No Mitigation or Offset.   In  the  event  of  any  termination  of  employment  under  Section 5, Executive shall be under no obligation to seek other employment and the Company will  have no right of offset with regard to any severance payment made under Section 6(c) (other than  Section 6(c)(iv)) or Section 6(d) (other than Section 6(d)(v)).         7.    Covenants  and  Confidential  Information.  Executive  acknowledges  the  Company and Helen of Troy are relying on and expecting Executive’s continued commitment to  performance of his duties and responsibilities during the time when Executive is employed by the  Company under this Agreement.  Executive acknowledges and agrees that his responsibilities are                                          17  4828-8798-5017, v. 1  





 






     worldwide in scope and that, as a result, the geographic and other restrictions herein on Executive’s   ability to compete are fair and reasonable.  In light of such reliance and expectation on the part of   the Company and Helen of Troy, Executive agrees he will not:           (a)   disclose, divulge, discuss, copy or otherwise use or suffer to be used in any manner,   in competition with, or contrary to the interests of, the Company, Helen of Troy or its subsidiaries,   any confidential information relating to the Company, Helen of Troy or any of its subsidiaries’   respective operations, properties or otherwise to its particular business or other trade secrets of the  Company, Helen of Troy or any of its subsidiaries, it being acknowledged by Executive that all  such  information  regarding  the business  of  the  Company,  Helen  of  Troy  or  its  subsidiaries  compiled or obtained by, or furnished to, Executive while Executive shall have been employed by  or associated with the Company, Helen of Troy or its subsidiaries is confidential information and  the exclusive property of Company, Helen of Troy or its subsidiaries, as the case may be; provided,   however, that the foregoing restrictions shall not apply to the extent that such information (A) is   obtainable in the public domain or known in the industry generally, (B) becomes obtainable in the   public domain or known in the industry generally, except by reason of the breach by Executive of   the  terms  hereof,  or  (C) is  required  to  be  disclosed  by  rule  of  law  or  by  order  of  a  court  or   governmental body or agency.          (b)   Beginning on the Effective Date and ending upon the conclusion of the twenty-four   (24) month period immediately following the date of termination of Executive’s employment with   the Company and Helen of Troy for any reason (the “Non-Compete Period”), Executive shall not,   directly or indirectly:                (i)   engage or invest in, own, manage, operate, finance, control, or participate                     in the ownership, management, operation, financing or control of, be                     employed by, associated with, or in any manner connected with, lend                     Executive’s name or any similar name to, lend Executive’s credit to, or                     render services or advice to, any business whose products or activities                    compete in whole or in part with any of the products or activities sold or                    engaged in, respectively, by the Company and Helen of Troy or its                    subsidiaries during the Non-Compete Period, (a) anywhere in the United                    States or (b) any country outside the United States in which the Company                    and Helen of Troy or its subsidiaries are doing business or marketing its                    services; provided, however, that Executive may purchase or otherwise                    acquire up to (but not more than) five percent (5%) of any class of                    securities of any enterprise (but without otherwise participating in the                    activities of such enterprise) if such securities have been registered under                    Sections 12(b) or (g) of the Exchange Act.  Executive further agrees that                    this covenant is reasonable with respect to its duration, geographical area                    and scope.  Executive understands and agrees that the scope of the                    Company and Helen of Troy and its subsidiaries’ businesses and the                    geography of its business under this Agreement may be amended as the                    such businesses grow.  Notwithstanding anything in the Agreement to the                    contrary, in the event the Executive is a director candidate for any                    business or non-profit organization (“Organization”) that has any question                    about whether the Organization may be a competing Organization,                                           18   4828-8798-5017, v. 1  





 






                       Executive shall inform the Board of the opportunity at which time the                     Board shall either provide or withhold a waiver of the foregoing non-                    compete restrictions with respect to the opportunity and communicate its                     decision to the Executive within 10 days from Executive’s notice to the                     Board of such opportunity. .                 (ii)  either for himself or any other person: (A) induce or attempt to induce any                     employee of the Company or Helen of Troy or any of its subsidiaries to                     leave  the  employ  of  the  Company  and  Helen  of  Troy  or  any  of  its                     subsidiaries, provided, however, that a general advertisement or solicitation                     that is not directed specifically to any such employee shall not violate this                     subsection;  (B) in  any  way  interfere  with  the  relationship  between  the                     Company,  Helen  of  Troy  or  any  of  its  subsidiaries  and  any  of  their                     respective  employees;  (C) employ,  or  otherwise  engage  as  an  employee,                     independent contractor, or otherwise, any employee of the Company, Helen                     of Troy or its subsidiaries; or (D) induce or attempt to induce any customer,                    supplier, licensee, or business relation of the Company, Helen of Troy or its                    subsidiaries to cease doing business with the Company, Helen of Troy or its                    subsidiaries,  or  in  any  way  interfere  with  the  relationship  between  any                    customer, supplier, licensee or business relation of the Company, Helen of                    Troy or its subsidiaries; or               (iii) either for himself or any other person, solicit the business of any person                    known to Executive to be a customer of the Company, Helen of Troy or its                    subsidiaries,  whether  or  not  Executive  had  personal  contact  with  such                    person, with respect to products or activities which compete in whole or in                    part with the products or activities of the Company, Helen of Troy or its                    subsidiaries.         (c)   While the restrictive covenants under Section 7(b) are in effect, Executive agrees  to advise the Company and Helen of Troy of the identity of any employer of Executive within ten  (10) days after accepting any employment.  If Executive seeks other employment during the Non- Compete  Period,  Executive  agrees  to  provide  a  copy  of  this  Agreement  to  any  prospective  employer within a reasonable period of time before accepting employment.  The Company and/or  Helen  of  Troy  may  serve  notice  upon  each  such  employer  that  Executive  is  bound  by  this  Agreement and furnish each such employer with a copy of this Agreement or relevant portions  thereof.         (d)   Executive and the Company agree, other than with regard to employees in the good  faith performance of Executive’s duties with the Company while employed by the Company, both  during  the  Term  and  after  Executive’s  employment  with  the  Company  terminates,  not  to  knowingly disparage the other party in any manner that is likely to be harmful to it or them or its  or their business, business reputation or personal reputation. With respect to the Company, party   includes the Company, its officers, directors, employees and agents.  This Section 7(d) shall not   be violated by statements from either party that are truthful, complete and made in good faith in   required response to legal process or governmental inquiry.                                            19   4828-8798-5017, v. 1  





 






         (e)   Executive agrees that any breach of this Section 7 by Executive shall be deemed a  material breach of this Agreement.  Executive agrees and understands that the remedy at law for  any breach by him of this Section 7 would be inadequate and that the damages flowing from such  breach  are  not  readily  susceptible  to  being  measured  in  monetary  terms.   Accordingly,  it  is  acknowledged  that,  upon  Executive’s  violation  of  any  provision of  this  Section 7,  and  notwithstanding anything to the contrary in Section 9(l) of this Agreement, the Company, Helen  of Troy or its subsidiaries may be entitled to immediate injunctive relief and may obtain temporary  orders  or  other  injunctive  or  provisional  relief  restraining  any  further  breach  in  a  court  of  competent jurisdiction.  Nothing in this Section 7 shall be deemed to limit the Company, Helen of  Troy or any of its subsidiaries’ remedies at law or in equity for any breach by Executive of any of  the provisions of this Section 7 which may be pursued or availed of by the Company, Helen of  Troy or any of its subsidiaries.  Executive agrees that the provisions of this Section 7 shall be  enforceable and not impaired in any manner whatsoever as a result of a breach by the Company,  Helen of Troy or any of its subsidiaries of any of its obligations, if any, under this Agreement,  other than the obligations to pay salary, bonuses, and vested incentive payment awards.  Executive  agrees that the Company shall be entitled to the injunctive relief provided for herein by posting a  bond not to exceed $2,500.         (f)   Executive acknowledges and agrees that the restrictions imposed by this Section 7  are  reasonable  with  respect  to  subject  matter,  time  period  and geographic  area.   If  the  final  judgment  of  a  court  of  competent  jurisdiction  declares  that  any  provision  of  this  Section 7  is  invalid,  illegal  or  unenforceable,  the  validity,  legality  and  enforceability  of  the  remaining  provisions of this Section 7 are not affected or impaired in any way and the parties agree that the  court making such determination will have the power to limit the provision, to delete specific  words or phrases, or to replace any invalid, illegal or unenforceable provision with a provision that  is valid, legal and enforceable and that comes closest to expressing the intention of the invalid,  illegal or unenforceable provision, and this Agreement will be enforceable as so modified.  In the  event such court does not exercise the power granted to it in the prior sentence, the parties agree  to negotiate in good faith to replace such invalid, illegal and unenforceable provision with a valid,  legal and enforceable provision that achieves, to the greatest lawful extent under this Agreement,  the economic, business and other purposes of such invalid, illegal or unenforceable provision.         8.    Withholding of Taxes.  The Company shall withhold from any amounts payable  under  this  Agreement  all  federal,  state,  local  or  other  taxes  as  it  shall  be  required  legally  to  withhold.         9.    Miscellaneous.         (a)   Deferred Compensation.               (i)   Notwithstanding anything to the contrary in this Agreement, if Executive  is                    a “specified employee” within the meaning of Section 409A the Code at the                    time of Executive’s  termination of employment (other than due to death),                    then the severance payable to Executive, if any, pursuant to this Agreement,                    when considered together with any other severance payments or separation                    benefits that are considered deferred compensation under Section 409A of                    the Code (together, the “Deferred Compensation”) that is payable within the                                          20  4828-8798-5017, v. 1  





 






                     first six (6) months following Executive’s termination of employment, will                    be paid in a lump sum on the first payroll date that occurs on or after the                    date  six  (6)  months  and  one  (1)  day  following  the  date  of  Executive’s                    termination  of  employment.   All subsequent  Deferred  Compensation,  if                   any, will be payable in accordance with the payment schedule applicable to                   each payment or benefit.  Notwithstanding anything herein to the contrary,                   if Executive dies following his date of termination but prior to the six (6)                   month anniversary of his date of termination, then any payments delayed in                   accordance  with  this  paragraph  will  be  paid  in  a  lump  sum  as  soon  as                    administratively practicable (but not more than ninety (90) days) after the                    date  of  Executive’s  death  and  all  other  Deferred  Compensation  will  be                    payable  in  accordance  with  the  payment  schedule  applicable  to  each                   payment  or  benefit.   Each  payment  and  benefit  payable  under  this                   Agreement  is  intended  to  constitute  a  separate  payment  for  purposes  of                   Section 1.409A-2(b)(2) of the Treasury Regulations.              (ii)   Deferred  Compensation  otherwise payable  or  provided  pursuant  to                    Sections 6(c)  or 6(d)  shall  be  paid  or  provided  only  at  the  time  of  a                    termination  of  Executive’s  employment  which  constitutes  a  “separation                    from service” within the meaning of Section 409A of the Code.  In addition,                   to  the  extent  a  payment  of  Deferred  Compensation  payable  pursuant  to                    Section 6(c) can be made (or begin to be made) during a period crossing                    two  (2)  calendar  years  as  a  result  of  the  condition  contemplated  under                    Section 6(c)  hereof,  the  payment  of  the  Deferred  Compensation  shall  be                    made (or begin to be made) in the second calendar year.               (iii) The foregoing provisions are intended to comply with the requirements of                    Section 409A  of  the  Code  so  that  none  of  the  severance  payments  and                    benefits  to  be  provided  hereunder  will  be  subject  to  the  additional  tax                    imposed under Section 409A of the Code, and any ambiguities herein will                    be interpreted to so comply.  The Company and Executive agree to work                    together in good faith to consider amendments to this Agreement and to take                    such  reasonable  actions  which  are  necessary,  appropriate  or  desirable  to                    avoid imposition of any additional tax or income recognition prior to actual                    payment to Executive under Section 409A of the Code.               (iv)   In  the  event  that  any  benefits  payable  to  Executive  pursuant  to  this                    Agreement,  either  alone  or  in  conjunction  with  other  compensatory                    payments,  (A) constitute  “parachute  payments”  within  the  meaning  of                    Section 280G of the Code and (B) but for this Section 9(a)(iv) would be                    subject  to  the  excise  tax  imposed  by  Section 4999  of  the  Code  or  any                    comparable  successor  provisions  (the  “Excise  Tax”),  then  Executive’s                    benefits payable hereunder shall be either (1) provided to Executive in full,                    or  (2) provided  to  Executive  to  such  lesser  extent  as  would  result  in  no                    portion of such benefits being subject to the Excise Tax, whichever of the                    foregoing results in the receipt by Executive, on an after-Excise Tax basis,                    of the more favorable outcome, notwithstanding that all or some portion of                                          21  4828-8798-5017, v. 1  





 






                     such  benefits  may  be  taxable  under  the  Excise  Tax,  in  each  case,  as                    calculated in the Company’s reasonable judgment.  In no event shall the                    foregoing be interpreted or administered so as to result in an acceleration of                    payment or further deferral of payment of any amounts (whether under this                    Agreement  or  any  other  arrangement)  in  violation  of  Sections 409A  or                    457A  of  the  Code.   Subject  to  the  immediately  preceding  sentence,  any                    reduction pursuant to clause (2) shall be made by first reducing any cash                    payments, next by reducing any non-cash benefits, next by reducing any                    accelerated performance-based equity grants, and finally by reducing any                    time-vested equity grants, in each case in the reverse order of payment.                (v)   Notwithstanding anything to the contrary in this Agreement, this Agreement                    and the benefits provided hereunder are intended to comply, to the extent                    applicable  thereto,  with  Code  Sections 409A  and  457A,  as  well  as  the                    respective Treasury Regulations and other guidance promulgated or issued                    thereunder, and the provisions of this Agreement shall be interpreted and                    construed consistent with this intent.  If Executive or the Company believes,                    at any time, that any benefit or right provided by this Agreement (including                    any  benefit  or  right  under  Section  6(f))  does  not  comply  with  Code                    Section 457A,  it  shall  promptly  advise  the  other  and  shall  negotiate                    reasonably and in good faith to amend the terms of such benefits and rights                    such  that  they  comply  with  Code  Section 457A  (with  the  most  limited                    possible  economic  effect  on  Executive  and  on  the  Company,  including                    mitigating, in a manner agreeable to the Company and the Executive, any                    excise tax and related interest to the Executive), which amendment may                    include restructuring any equity award in a manner that complies with Code                    Section  457A.   For  the  avoidance  of  doubt,  the  Company  shall  not  be                    obligated to reimburse or pay on behalf of Executive any excise tax and                    related interest that may be imposed under Code Section 457A.               (vi)  “Ineligible  Compensation”  means compensation  relating  to  services                    performed  for  the  benefit  or  on  behalf  of  Helen  of  Troy  Limited as                    determined by the Company in its sole discretion regardless of whether the                    cost of such compensation is actually borne by Helen of Troy Limited.  To                    the extent Executive performs such services for Helen of Troy Limited, as                    well as for the Company, Helen of Troy and any subsidiary or affiliate of                    Helen  of  Troy,  the  determination  of  what  portion  of  such  compensation                    shall  be  considered  Ineligible  Compensation  shall  also  be  made by  the                    Company or Helen of Troy in its sole discretion.               (vii) If and to the extent required by Code Section 457A, and subject to Code                    Section 409A, any Ineligible Compensation (and if applicable any earnings                    and losses attributable thereto) shall be paid to Executive no later than the                    last day of the twelfth (12th) month after the end of the taxable year of Helen                    of Troy Limited during which the right to the payment of such Ineligible                    Compensation is no longer subject to a “substantial risk of forfeiture” within                    the meaning of Code Section 457A.                                          22  4828-8798-5017, v. 1  





 






         (b)    Representations and Covenants of Executive.  Executive represents and warrants  that  he  is  not  a  party  to  any  agreement,  contract  or  understanding,  whether  employment  or  otherwise, which would restrict or prohibit Executive from undertaking or performing employment  in accordance with the terms and conditions of this Agreement.  Executive further covenants that  he will not impair his ability to carry out his obligations under this Agreement by entering into any  agreement or in any way assisting others, directly or indirectly, to enter into any agreement which  will violate the confidentiality, non-solicitation and non-competition provisions of this Agreement.         (c)   Decisions by Company or the Board.  Any powers or responsibilities granted to or  resting with the Board or the Board of Directors of the Company hereunder may be exercised by  a committee, appointed by the Board or the Board of Directors of the Company, as applicable, and  such  committee,  if  appointed,  shall  have  general  responsibility  for  the  administration  and  interpretation of this Agreement.         (d)   Entire Agreement; Conflicts with Other Agreements.  With respect to Executive’s  employment during the Term, this Agreement contains the entire understanding relating to the  subject matter hereof and supersedes any prior written or oral agreements, representations, and  understandings, whether written or not, if any, between the Company or any predecessor of the  Company  and  Executive,  including  the  Prior  Agreement,  except  as  otherwise  provided  in  Sections 4(b)(v) and (c)(vi).  In the event of any conflict or inconsistency between the terms of  any other agreement between the Company, Helen of Troy, or any of their respective subsidiaries  and Executive or any plan of Helen of Troy or its subsidiaries and the terms hereof, the terms of  this Agreement shall govern.         (e)   Exclusivity of Representations.  The representations and warranties expressly made  in this Agreement are the exclusive representations and warranties made or relied upon by any  party in entering into this Agreement.  Company and Executive each hereby disclaim reliance on  any representation or warranty, express or implied, not expressly set forth herein with respect to  any matter whatsoever relating to the subject matter of this Agreement.           (f)   Severability.  If any term, provision, covenant or restriction of this Agreement is  held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the  terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect  and shall in no way be affected, impaired or invalidated.         (g)   Binding Effect and Assignment.  The rights and obligations of the Company under  this  Agreement  shall  inure  to  the  benefit  of,  and  shall  be  binding  on,  the  Company  and  its  successors and assigns, and the rights and obligations of Executive under this Agreement shall  inure to the benefit of, and shall be binding upon, Executive and (other than obligations to perform  services  and  to  refrain  from  competition  and  disclosure  of  confidential  information)  his  heirs,  personal representatives and assigns; provided that Executive may not assign any of his rights,  interests or obligations hereunder without the prior written consent of the Company or Helen of  Troy.         (h)   Notices.  Unless otherwise provided in this Agreement, all notices, approvals, or  other communications purporting to affect the rights of the parties hereunder will be in writing and  will be delivered personally or by confirmed facsimile or certified mail, return receipt requested                                          23  4828-8798-5017, v. 1  





 






   or express courier to the other party at the address of the party set forth below or at such other  address as such party notifies to the other party in writing:               Company:   Helen of Troy Nevada Corporation                          l Helen of Troy Plaza                          El Paso, Texas 79912                          Attn:  Board of Directors               With a copy to: Office of General Counsel                          1 Helen of Troy Plaza                          El Paso, Texas 79912               Executive:   Julien Mininberg                          1 Helen of Troy Plaza                          El Paso, Texas 79912         Any such notice or communication (i) sent by express courier will be considered delivered  or received the next business day; (ii) given personally will be considered delivered or received on  the  date  of  such  delivery;  and  (iii) sent  by  certified  mail,  return  receipt  requested,  will  be  considered delivered or received three (3) calendar days after the date of dispatch.         (i)   Waiver.  The failure of either party to enforce any provision or provisions of this  Agreement shall not in any way be construed as a waiver of any such provision or provisions as to  any future violations thereof nor prevent that party thereafter from enforcing each and every other  provision of this Agreement.  The rights granted the parties in this Agreement are cumulative, and  the waiver of any single remedy shall not constitute a waiver of such party’s right to assert all other  legal remedies available to it under the circumstances.         (j)   Amendments and Modifications.  This Agreement may not be modified, amended,  altered or supplemented except upon the execution and delivery of a written agreement executed  by  the  parties.   Notwithstanding  the  foregoing,  nothing  contained  in  this  Agreement  shall  be  deemed to supersede or impair any rights of the Company, Helen of Troy and/or its subsidiaries  under any agreement which exists on the Effective Date between the Company, Helen of Troy  and/or its  subsidiaries and  Executive  which relates  to  confidential  information,  trade  secret  or  inventions of the Company and to the extent there are any inconsistencies between this Agreement  and such other agreements, the Company, Helen of Troy and its subsidiaries may elect to determine  in its sole discretion which such provisions shall be applicable.         (k)   Governing Law.   This  Agreement,  including  all  matters  related  to  its  validity,  enforceability, construction, interpretation and performance, all aspects of the relationship between  the parties contemplated hereby and any disputes or controversies arising therefrom or related  thereto, will be governed by and controlled by the laws of the State of Texas (without regard to its  conflicts-of-law provisions or principles).           (l)   Resolution of Disputes.  For purposes of this Section 9(l), the term “Dispute” means  any claim or controversy that could be brought in a court of law that arises out of or relates in any  way to this Agreement or Executive’s employment by Company, including, without limitation, in  connection with any compensation award under the Stock Incentive Plan, the Annual Incentive                                          24  4828-8798-5017, v. 1  





 






   Plan or otherwise as made to Executive by Helen of Troy, the Company or any of its affiliates;  provided,  however,  a  Dispute  shall  exclude  claims  for:  (A) workers  compensation  benefits;  (B) unemployment  compensation  benefits;  (C) benefits  pursuant  to  any  employee  pension  or  welfare benefit plan if that plan contains a specific grievance or other procedure for the resolution  of  disputes  under  the  plan;  (D) relief  obtained  through  a  filing  with  a  federal,  state  or  local  administrative  agency  (e.g.,  the  NLRB,  EEOC);  or  (E) criminal  activity  to  be  reported  to  appropriate public authorities.  Except as otherwise expressly provided, Arbitration in accordance  with the terms of this Section 9(l) is the exclusive means for resolution of a Dispute.               (i)   In the event of any Dispute, the “complaining party” shall give the “other                    party” written notice of the Dispute.  The parties shall have ten (10) business                    days to resolve the Dispute to their mutual satisfaction or, if unsuccessful,                    an additional five (5) business days to deliver a request to the other party to                    submit  the  Dispute  to  non-binding  mediation  with  the  assistance of a                    neutral, unaffiliated mediator.  If such mediation request is accepted, the                    mediation  shall  be  completed  in  El  Paso  County,  Texas,  or  such other                    location to be  agreed  upon  by  the parties,  within  forty-five  (45) days of                    delivery  of  the  mediation  request.   Mediation  fees  shall  be  paid  by                    Company.                 (ii)  If  mediation  is  unsuccessful,  is  not  timely  requested  by  any  party,  or  is                   refused by the non-requesting party, either party may then by written notice                   file a demand for arbitration of the Dispute (“Arbitration Demand”) with                    JAMS  Alternative  Dispute  Resolution  (“JAMS”)  located  in  Dallas,                    Texas.  Any Arbitration Demand must be filed by the initiating party with                    JAMS  and  served  on  the  other  party  within  the  limitations  period  that                    governs the underlying substantive claim.  There shall be one arbitrator who                    shall be jointly selected by the parties.  If the parties have not jointly agreed                    upon an arbitrator within fourteen (14) calendar days of the filing of the                    Arbitration Demand, either party may ask JAMS to furnish the parties with                   a  list  of  ten  (10)  names  from  which  the  parties  shall  jointly  select  an                   arbitrator.  If the parties have not agreed upon an arbitrator within ten (10)                   calendar days of the transmittal date of such list, then each party shall have                   an additional five (5) calendar days in which to strike any names objected                   to, number the remaining names in order of preference, and return the list                   to JAMS, which shall then select an arbitrator.  The place of arbitration shall                   be in El Paso County, Texas, unless otherwise agreed by the parties, and the                   Arbitration shall be governed by JAMS Rules for Employment Arbitration.              (iii) The  arbitration  shall  be  governed  by  the  Federal  Arbitration  Act,  9                   U.S.C.  §§ 1-16.  By agreeing to arbitration, the parties hereto do not intend                   to deprive a court of jurisdiction to issue a pre-arbitral injunction, or with                   respect  to  other  proceedings  described  in  Sections 7(e)  or  (f) hereof  (or                   delay any such proceedings), or other order in aid of arbitration.                (iv)  The  arbitrator  will  set  a  limited  time  period  and  establish  procedures                   designed to reduce the cost and time for discovery while allowing the parties                                          25  4828-8798-5017, v. 1  





 






                       an opportunity, adequate in the sole judgment of the arbitrator, to discover                     relevant information from the opposing parties solely to the extent related                     to the subject matter of the Dispute.  The arbitrator will rule upon motions                     to compel or limit discovery and will have the authority to impose sanctions                     to the same extent as a court of law or equity, should the arbitrator determine                     that discovery was sought without reasonable justification or that discovery                     was refused or objected to without reasonable justification.  The arbitration                     hearing  will  take  place  within  two  hundred  forty  (240)  days  after  the                     appointment of the arbitrator.  The decision of the arbitrator will be final,                     binding, and conclusive upon the parties, will be enforceable in a court of                     law,  and  will  not  be  appealable.   Such  decision  must  be  written and                     supported by written findings of fact and conclusions which set forth the                     award, judgment, decree or order awarded by the arbitrator.                 (v)   The  foregoing  arbitration  provision  applies  to  any  Dispute  under  this                     Section 9(l); provided, however, that any party to this Agreement may seek                     from  a  court  permitted  under  Section 9(m)  such  interim,  provisional  or                     equitable  relief  necessary  to  protect  the  rights  or  property  of  that  party,                     including to equitably or provisionally enforce rights or resolve a dispute                     relating to Sections 7(a) or 7(b) of this Agreement, or any similar provision                     under the Stock Incentive Plan or any other plan, arrangement or agreement                     between Executive and the Company.  A party does not waive any right or                     remedy  under  this  Section 9(l)  by  filing  for  such  interim,  provisional  or                     equitable  relief  as  is  provided by  Sections 7(e)  and  (f)  hereof,  or  as  is                     otherwise equitably available; moreover, any interim or provisional relief                     obtained  is  to  remain  in  effect  until  a  further  ruling  on  the  interim  or                     provisional relief by the Arbitrator, or until the arbitration award is rendered                     or the controversy is resolved.                (vi)  Judgment upon the award rendered by the arbitrator may be entered in any                     court having competent jurisdiction.           (m)   Venue and Jurisdiction.  For claims or disputes that are not subject to Arbitration   under Section 9(l) hereof, such as for interim, provisional or equitable relief under Section 9(l)(v),   each party hereby consents and agrees that the state and federal courts seated in El Paso County,   Texas (and any courts from which appeals from judgments of that court are heard) shall have the   exclusive jurisdiction to determine, hear, and enforce such claims or disputes arising out of this   Agreement, or otherwise relating to Executive’s employment or separation therefrom, that may be   brought in a court of law.  Each party irrevocably and unconditionally waives any objection to   venue  in  such  courts,  including  without  limitation,  any  defense  of  an  improper  venue  or  an   inconvenient forum.            (n)   Counterparts.  This Agreement may be executed in counterparts, each of which   shall be an original, but all of which together shall constitute one and the same agreement.          (o)   Effect of Headings.  The Section headings herein are for convenience only and shall  not affect the construction or interpretation of this Agreement.                                           26   4828-8798-5017, v. 1  





 






           (p)   Interpretation.  The definitions contained in this Agreement are applicable to the   singular as well as the plural forms of such terms and to the masculine as well as to the feminine   and neuter genders of such term.            (q)   Assumption.  Helen of Troy will require any successor (whether direct or indirect,  by purchase, merger, acquisition of assets, consolidation or otherwise) to all or substantially all of  the  business  and/or  assets  of  Helen  of  Troy  to  assume  and  agree  to  perform  the  duties  and  obligations of Helen of Troy and the Company, as the case may be, under this Agreement in the  same manner and to the same extent that Helen of Troy and the Company would be required to  perform if no such succession had taken place.                                         [Signature Page Follows]                                                                      27   4828-8798-5017, v. 1  





 






                                        IN WITNESS WHEREOF, this Agreement has been executed on the day and year first       written above.                                                      HELEN OF TROY NEVADA CORPORATION                 EXECUTIVE:                                                                                                                                                           By:  /s/ Tessa N. Judge                          /s/ Julien R. Mininberg       Tessa N. Judge                               Julien R. Mininberg, individually      General Counsel               The obligations of Helen of Troy Nevada Corporation to Executive hereunder are hereby       guaranteed by Helen of Troy Limited, a Bermuda company, and the undersigned subsidiary of       Helen of Troy Limited, a Barbados company.                                                      HELEN OF TROY LIMITED,                           HELEN OF TROY LIMITED,  a Bermuda company                                a Barbados company                                                                                                                                                           By:  /s/ Timothy F. Meeker                       By:  /s/ Timothy F. Meeker       Timothy F. Meeker                                 Timothy F. Meeker      Chairman of the Board                             Director                                                                                                  28       4828-8798-5017, v. 1