Exhibit 10.2


 


HELEN
OF TROY LIMITED


2008
STOCK INCENTIVE PLAN


 


FORM OF
INCENTIVE 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 incentive 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 is intended
to qualify as an “incentive stock option” as defined in Section 422(b) of
the Code to the extent that the aggregate Fair Market Value (determined as of
the Date of Grant) of Option Shares that are exercisable for the first time by
the Option Holder during any calendar year does not exceed $100,000.  The remaining Option Shares covered by this
Option, if any, shall be deemed to be non-qualified options.


 


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. In no event shall
the Option Price be less than 100% of the Fair Market Value of the
Option Shares subject to this Option on the Date of Grant (or 110% where the
Option Holder owns more than 10% of the total combined voting power of all
classes of stock of the Company or any subsidiary on the Date of Grant).


 


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 (or in the case that the Option Holder owns
more than 10% of the combined voting power of the Company or any subsidiary on
the Date of Grant, then the Option shall remain exercisable until the day
preceding the fifth anniversary of 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 in Section 5
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.   Early Disposition of Stock. 
Option Holder agrees that if he or she disposes of any Option Shares
received under this Option within two (2) years after the Date of Grant or
within one (1) year after such Option Shares were transferred to Option
Holder, then Option Holder will notify the Committee of such disposition within
thirty (30) days after the date of any such disposition and of the amount
realized upon such disposition.


 


14.   Qualification as an Incentive Stock Option.  Option Holder understands that the Option is
intended to qualify as an “incentive stock option” within the meaning of Section 422(b) of
the Code.  Option Holder understands,
further, that the Option Price for the Option Shares has been set by the
Committee at a price that the Committee has determined to be not less than 100%
(or, if Option Holder owned at the time of grant more than 10% of the voting
securities of the Company, 110%) of the Fair Market Value (as defined in the
Plan) of the Option Shares on the Date of Grant.


 


15.   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.


 


16.   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.


 


17.   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.


 


18.   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.


 

















 


19.   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.


 


20.   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.


 


21.           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.


 


22.           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.


 


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


 


24.           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]