Exhibit 10.1


 


HELEN
OF TROY LIMITED


2008
STOCK INCENTIVE PLAN


 


FORM OF
NON-QUALIFIED STOCK OPTION AGREEMENT


 


FOR GOOD AND VALUABLE CONSIDERATION, receipt of
which is hereby acknowledged, Helen of Troy Limited (the “Company”), a
Bermuda company, hereby grants to [                        ],
an employee (the “Option Holder”), the option to purchase common shares,
par value $0.10 per share of the Company (“Shares”), upon the terms set
forth in this non-qualified stock option agreement (this “Agreement”):


 


WHEREAS, the Option Holder has been granted the
following award in connection with his or her retention to provide Services (as
defined in the Plan) to the Company, and the following terms reflect the
Company’s 2008 Stock Incentive Plan (as amended from time to time, the “Plan”);


 


NOW, THEREFORE, in consideration of the premises and
mutual covenants contained herein, the parties hereto agree as follows.


 


1.     Defined
Terms; Plan. Terms used but not defined herein shall have the same meaning
ascribed to such terms in the Plan. This Agreement and the grant herein are
subject to the terms and conditions herein and the terms and conditions of the
applicable provisions of the Plan, the terms of which are incorporated herein
by reference.


 


2.     Grant.
The Option Holder is hereby granted an option (the “Option”) to purchase
                    
Shares (the “Option Shares”) pursuant to the Plan. The Option is granted
as of             ,
               
(the “Date of Grant”). This Option shall not be treated as an “incentive
stock option” as defined in Section 422 of the Code.


 


3.     Status
of Option Shares. The Option Shares shall upon issue rank equally in all
respects with the other Shares.


 


4.     Option
Price. The purchase price for the Option Shares shall be, except as herein
provided, $          per
Option Share, hereinafter sometimes referred to as the “Option Price,”
payable immediately in full upon the exercise of the Option.


 


5.     Term
of Option. Subject to the terms and conditions of this Agreement and the
Plan, the Option may be exercised only in accordance with Section 6
below and shall remain exercisable until the           
anniversary of the Date of Grant. Thereafter, the Option Holder shall cease to
have any rights in respect thereof.


 


6.     Exercisability.
Subject to the Option Holder’s continued Service (as defined in the Plan) with
the Company and the terms and conditions of this Agreement and the Plan, the
Option will vest and become exercisable with respect to [       ],[       ],[       ],[       ]
and [       ]% of the Option Shares
on the [       ],[       ],[       ],
[       ] and [       ]
anniversaries of the Date of Grant, respectively, so that the Option will be
100% vested and exercisable after the [       ]
anniversary of the Date of Grant, as set forth in the following schedule:


 

















 


	
  Timeframe from Date of Grant

  (Vesting Date)

  	
   

  	
  Vesting

  	
   

  	
  Cumulative Vesting

  	
   

  
	
  [                      ]
  (1 year from Date of Grant)

  	
   

  	
  [          

  	
  ]%

  	
  [          

  	
  ]%

  
	
  [                      ]
  (2 years)

  	
   

  	
  [          

  	
  ]%

  	
  [          

  	
  ]%

  
	
  [                      ]
  (3 years)

  	
   

  	
  [          

  	
  ]%

  	
  [          

  	
  ]%

  
	
  [                      ](4
  years)

  	
   

  	
  [          

  	
  ]%

  	
  [          

  	
  ]%

  
	
  [                      ](5
  years)

  	
   

  	
  [          

  	
  ]%

  	
  [          

  	
  ]%

  



 


7.     Exercise
of Option. The Option may be exercised for all, or from time to time any
part, of the Option Shares for which it is then exercisable. The exercise date
shall be the date the Company receives a written notice of exercise signed by
the Option Holder, specifying the whole number of Option Shares in respect of
which the Option is being exercised, accompanied by (a) full payment for
the Option Shares with respect to which the Option is exercised, in a manner
acceptable to the Company (which, at the discretion of the Company, may include
a broker assisted exercise arrangement), of the Option Price for the Option
Shares for which the Option is being exercised, (b) payment by the Option
Holder of all payroll, withholding or income taxes incurred in connection with
the Option exercise (or arrangements for the collection or payment of such tax
satisfactory to the Committee are made). The purchase price for the Shares as
to which the Option is exercised shall be paid to the Company in full at the
time of exercise at the election of the Option Holder (i) in cash, (ii) in
Shares having a Fair Market Value equal to the aggregate Option Price for the
Shares being purchased and satisfying such other requirements as may be imposed
by the Committee; provided, that, such Shares have been held by
the Option Holder for no less than six months, (iii) partly in cash and
partly in such Shares, (iv) through the delivery of irrevocable
instructions to a broker to deliver promptly to the Company an amount equal to
the aggregate Option Price for the Shares being purchased, or (v) through
having Shares withheld by the Company from any Shares that would have otherwise
been received by Option Holder. Anything to the contrary herein
notwithstanding, the Company shall not be obligated to issue any Option Shares
hereunder if the issuance of the Option Shares would violate the provision of
any applicable law, in which event the Company shall, as soon as practicable,
take whatever action it reasonably can so that the Option Shares may be issued
without resulting in such violations of law.


 


8.     Exercisability
Upon Termination of Service by Death or Disability. Upon a Termination of
Service by reason of death or Disability, the Option may be exercised within
one year following the date of death or Termination of Service due to
Disability (subject to any earlier termination of the Option as provided
herein), by the Option Holder in the case of Disability, or in the case of
death, by the Option Holder’s estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but in any case only to the
extent the Option Holder was entitled to exercise the Option on the date of his
or her Termination of Service by death or Disability. To the extent that the
Option Holder was not entitled to exercise the Option at the date of his or her
Termination of Service by death or Disability, or if he or she does not
exercise the Option (which he or she was entitled to exercise) within the time
specified herein, the Option shall terminate. Notwithstanding anything to the
contrary herein, the Committee may at any time and from time to time prior to
the termination of the Option, with the consent of the Option Holder, extend
the period of time during which the Option Holder may exercise his or her
Option following the date of Termination of Service due to death or Disability;
provided, however, that the maximum period of time during which
the Option shall be exercisable following the date of Termination of Service
due to death or Disability shall not exceed the original term of the Option and
that notwithstanding any extension of time during which the Option may be
exercised, the Option, unless otherwise amended by the Committee, shall only be
exercisable to the extent the Option Holder was entitled to exercise the Option
on the date of Termination of Service due to death or Disability. Any such
extension shall be designed to conform to the requirements of Section 409A
of the Code so as to avoid the imposition of additional income tax.


 


9.     Effect
of Other Termination of Service. Upon a Termination of Service for any
reason (other than death or Disability), the unexercised Option may thereafter
be exercised during the period ending


 

















 


90 days after the date of such Termination of Service (subject to any
earlier termination of the Option as provided in Section 5 herein), but
only to the extent to which the Option was vested and exercisable at the time
of such Termination of Service. Notwithstanding the foregoing, the Committee
may, in its sole discretion, either by prior written agreement with the Option
Holder or upon the occurrence of a Termination of Service, accelerate the
vesting of unvested Options held by the Option Holder if the Option Holder’s
Termination of Service is without “cause” (as such term is defined by the
Committee in its sole discretion) by the Company.


 


10.   Effect
of Change of Control. Subject to the terms this Section 10 and
the Plan, in the event there occurs a Change of Control, the Option Holder
shall have the right to exercise the Option from and after the date of the
Change of Control, notwithstanding that such Option may not be fully
exercisable or vested.


 


11.   Adjustments
Upon Certain Events.


 


(a)   Adjustments upon Changes
in Capitalization. Subject to any required action by the shareholders of
the Company and subject to Section 10 of the Plan, the number and
type of Shares covered by this Agreement, as well as the exercise or purchase
price, shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split or
combination or the payment of a stock dividend (but only on the Company’s
common shares) or reclassification of the Company’s common shares or any other
increase or decrease in the number of issued Shares effected without receipt of
consideration by the Company. Such adjustment shall be made by the Committee in
its sole discretion, which adjustment shall be final, binding and conclusive.


 


(b)   Dissolution or Liquidation. In the event of the dissolution
or liquidation of the Company, other than pursuant to subsection (c) hereof
in connection with a Reorganization, the Option shall terminate as of a date to
be fixed by the Committee, provided that not less than 30 days written notice
of the date so fixed shall be given to the Option Holder, subject to any
applicable laws, and the Option Holder shall have the right during such period
to exercise the Option as to all or any part of the Option Shares covered
hereby as to which the Option would then be exercisable.


 


(c)   Reorganization.
In the event of a Reorganization in which the Company is not the surviving or
acquiring company, or in which the Company is or becomes a wholly-owned
subsidiary of another company or entity after the effective date of the
Reorganization, then (i) if there is no plan or agreement respecting the
Reorganization (“Reorganization Agreement”) or if the Reorganization
Agreement does not specifically provide for the change, conversion or exchange
of the Option Shares under outstanding unexercised Options for securities of
another corporation, then the Option shall terminate as provided in subsection (b) hereof;
or (ii) if there is a Reorganization Agreement and if the Reorganization
Agreement specifically provides for the change, conversion or exchange of the
Option Shares under outstanding or unexercised Options for securities, cash or
property of another corporation or entity, then the Committee shall adjust the
Option Shares under such outstanding unexercised Options (and shall adjust the
Option Shares which are then available to be granted, if the Reorganization
Agreement makes specific provisions therefor) in a manner not inconsistent with
the provisions of the Reorganization Agreement for the adjustment, change,
conversion or exchange of such stock and such Options.


 


12.   Confidentiality and Non-Competition.


 


(a)   Confidentiality.
During the period that Option Holder provides Services (as defined in the Plan)
or engages in any other activity with or for the Company and for a two year
period thereafter, Option Holder shall treat and safeguard as confidential and
secret all Confidential Information (as defined in the Plan) received by Option
Holder at any time. Without the prior written consent of the Company, except as
required by law, Option Holder will not disclose or reveal any Confidential
Information to any third party whatsoever


 

















 


or use the same in any manner except in connection with the businesses
of the Company and its Subsidiaries. In the event that Option Holder is
requested or required (by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigative demand or other
process) to disclose (i) any Confidential Information or (ii) any
information relating to his or her opinion, judgment or recommendations
concerning the Company or its Subsidiaries as developed from the Confidential
Information, Option Holder will provide the Company with prompt written notice
of any such request or requirement so that the Company may seek an appropriate
protective order or waive compliance with the provisions contained herein. If,
failing the entry of a protective order or the receipt of a waiver hereunder,
Option Holder is, in the reasonable opinion of his or her counsel, compelled to
disclose Confidential Information, Option Holder shall disclose only that
portion and will exercise best efforts to obtain assurances that confidential
treatment will be accorded such Confidential Information.


 


(b)   Non-Competition.


 


(i)  During the period that Option Holder provides Services to the
Company or its Subsidiaries, and for a two-year period thereafter, the Option
Holder shall not, without prior written consent of the Committee, do, directly
or indirectly, any of the following: (A) own, manage, control or
participate in the ownership, management, or control of, or be employed or
engaged by or otherwise affiliated or associated with, any other corporation,
partnership, proprietorship, firm, association or other business entity, or
otherwise engage in any business which competes with the business of the
Company or any of its Subsidiaries (as such business is conducted during the
term Option Holder provides Services to the Company or its Subsidiaries) in the
geographical regions in which such business is conducted; provided, however,
that the ownership of a maximum of one percent of the outstanding stock of any
publicly traded corporation shall not violate this covenant; or (B) employ,
solicit for employment or assist in employing or soliciting for employment any
present, former or future employee, officer or agent of the Company or any of
its Subsidiaries.


 


(ii)  In the event any court of competent
jurisdiction should determine that the foregoing covenant of non-competition is
not enforceable because of the extent of the geographical area or the duration
thereof, then the Company and the Option Holder hereby petition such court to
modify the foregoing covenant to the extent, but only to the extent, necessary
to create a covenant which is enforceable in the opinion of such court, with
the intention of the parties that the Company shall be afforded the maximum
enforceable covenant of non-competition which may be available under the
circumstances and applicable law.


 


(c)   Failure
to Comply. Option Holder acknowledges that remedies at law for any breach
by him or her of this Section 12 may be inadequate and that the damages
resulting from any such breach are not readily susceptible to being measured in
monetary terms. Accordingly, Option Holder acknowledges that upon his or her
violation of any provision of this Section 12, the Company will be
entitled to immediate injunctive relief and may obtain an order restraining any
threatened or future breach. Option Holder further agrees, subject to the
proviso at the end of this sentence, that if he or she violates any provision
of this Section 12, Option Holder shall immediately forfeit any rights
under this Agreement and shall return any Shares held by Option Holder received
upon the vesting of Shares underlying the Award granted under this Agreement,
together with any proceeds from sales of any Shares received upon the vesting
of Shares underlying the Award. Nothing in this Section 12 will be deemed
to limit, in any way, the remedies at law or in equity of the Company, for a
breach by Option Holder of any of the provisions of this Section 12.


 


(d)   Notice.
Option Holder agrees to provide written notice of the provisions of this Section 12
to any future employer of Option Holder, and the Company expressly reserves the
right to provide such notice to Option Holder’s future employer(s).


 


(e)   Severability.
If any provision or part of any provision of this Section 12 is held for
any reason to be unenforceable, (i) the remainder of this Section 12
shall nevertheless remain in full force and


 

















 


effect and (ii) such provision or part shall be deemed to be
amended in such manner as to render such provision enforceable.


 


13.   Lock
Up Agreement. The Option Holder agrees that upon request of the Company or
the underwriters managing any underwritten offering of the Company’s
securities, the Option Holder shall agree in writing that for a period of time
(not to exceed 180 days) from the effective date of any registration of
securities of the Company, the Option Holder will not sell, make any short sale
of, loan, grant any option for the purchase of, or otherwise dispose of any
Option Shares issued pursuant to the exercise of the Option, without the prior
written consent of the Company or such underwriters, as the case may be.


 


14.   Transfer
of Shares. The Option, the Option Shares, or any interest in either, may be
sold, assigned, pledged, hypothecated, encumbered, or transferred or disposed
of in any other manner, in whole or in part, only in compliance with the terms,
conditions and restrictions as set forth in the governing instruments of the
Company, applicable United States federal and state securities laws and the
terms and conditions of this Agreement and the Plan.


 


15.   Expenses
of Issuance of Option Shares. The issuance of stock certificates upon the
exercise of the Option in whole or in part, shall be without charge to the
Option Holder. The Company shall pay, and indemnify the Option Holder from and
against any issuance, stamp or documentary taxes (other than transfer taxes) or
charges imposed by any governmental body, agency or official (other than income
taxes) by reason of the exercise of the Option in whole or in part or the
resulting issuance of the Option Shares.


 


16.   Withholding.
No later than the date of transfer of the Option Shares pursuant to the
exercise of the Option granted hereunder (and in any event no later than three
days after Option exercise), the Option Holder shall pay to the Company or make
arrangements satisfactory to the Committee in any manner permitted by the terms
of the Plan regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of the Option and the Company
shall, to the extent permitted or required by law, have the right to deduct
from any payment of any kind otherwise due to the Option Holder, federal, state
and local taxes of any kind required by law to be withheld upon the exercise of
the Option.


 


17.   References. References
herein to rights and obligations of the Option Holder shall apply, where
appropriate, to the Option Holder’s legal representative or estate without
regard to whether specific reference to such legal representative or estate is
contained in a particular provision of this Option.


 


18.   Notices.
Any notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given (a) when delivered if
delivered in person, (b) three days after being sent by registered or
certified mail, return receipt requested, postage prepaid, (c) one day
after being sent for next business day delivery, fees prepaid, via a reputable
nationwide overnight courier service, (d) on the date of confirmation of
receipt of transmission by facsimile or (e) on the date of the notice
being sent by e-mail at the e-mail address in the records of the Company, in
each case to the intended recipient as set forth below (or to such other
address, facsimile number, email address or individual as a party may designate
by notice to the other parties):


 


If to the Company:


 


Helen of Troy Limited


One Helen of Troy Plaza


El Paso, Texas 79912


Attn.: General
Counsel


 

















 


If to
the Option Holder:


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


or to such other address
as either party may have furnished to the other in writing in accordance
herewith, except that notices of change of address shall be effective only upon
receipt.


 


19.   Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of Texas
applicable to contracts made and to be performed in the State of Texas without
regard to conflict of laws principles.


 


20.   Entire Agreement. This Agreement and
the Plan constitute the entire agreement among the parties relating to the
subject matter hereof, and any previous agreement or understanding among the
parties with respect thereto is superseded by this Agreement and the Plan.


 


21.   Counterparts. This Agreement may be
executed in two counterparts, each of which shall constitute one and the same
instrument.


 


22.   Conflict. To the extent the provisions
of this Agreement conflict with the terms and conditions of any written
agreement between the Company and the Option Holder, the terms and conditions
of such agreement shall control.


 


IN WITNESS
WHEREOF, the undersigned have executed this Agreement as of the Date of Grant.


 


 


	
   

  	
  HELEN OF TROY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPTION HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [Option Holder Name]