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   1  66399222v.3  66677276v.1      EXHIBIT 10.1    AMENDED AND RESTATED  EMPLOYMENT AGREEMENT  This Amended and Restated Employment Agreement (this “Agreement”) is entered into as  of December 4, 2020, 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 November 7, 2018 and effective as of March 1, 2019 (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.  For purposes of clarity, the Prior Agreement will terminate at 11:59 p.m. on February  28, 2021 and this Agreement will immediately take effect. The effective date of this Agreement  shall be March 1, 2021 (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  





 






   2    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  Agreement.  Notwithstanding the foregoing, with prior written approval of the Board, Executive  may serve on one (1) “for profit” board, provided that, beginning on March 1, 2022, the Executive  may serve on no more than a total of two (2) “for profit” boards. For avoidance of doubt, “for  profit” boards can be for public or private companies. In addition, the Executive may also serve  on no more than two (2) “not for profit” governing bodies of charities and/or educational  institutions at any time during the Term 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, 2021 and end on February 29, 2024 (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:  





 






   3    (i) Performance Opportunity.  For the annual performance period commencing  March 1, 2021 and ending February 28, 2022, 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  1.6 times such target, and a threshold achievement payout of 100% of  Executive’s 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, and 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), 6(d)(ii) and 6(f), or a retirement plan or  policy described in Section 4(d), 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), 6(d)(ii) and 6(f), or  a retirement plan or policy described in Section 4(d), 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), 6(d)(ii) and 6(f), or  a retirement plan or policy described in Section 4(d), to qualify for  and receive payment of any annual incentive award under the  





 






   4    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.  (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, 2021, 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  





 






   5    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, 2021 and ending February 29, 2024, 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  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 maximum equity award for  each Fiscal LTPB that is granted each fiscal year during the Term will be  the lesser of $10,400,000 (two times target) 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 such that if the target award  is subsequently increased at any time during the Term, the Maximum Grant  Amount for any grants made on or  after the effective date of such target  award increase will continue to be two times the target award amount and  the threshold award will continue to be 25% of the Maximum Grant  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  





 






   6    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.    (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  





 






   7    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”) and RSAs prior to the Effective Date, subject to the  same performance conditions, payment, vesting and other terms and  conditions of any such RSU or RSA 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 maintains its 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  





 






   8    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 $5,000.  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.  (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;  





 






   9    (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  (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. Notwithstanding the foregoing, the Company and  Executive have reasonable expectations that certain current functions,  duties, or responsibilities may be delegated to another person during the  course of this Agreement. Such delegation would only become effective  after the mutual agreement between the Executive and the Company is  reached, as evidenced in writing, and only upon such agreement would be  deemed not to constitute Good Reason;   (iii) other breach of a material provision of this Agreement by the Company;   





 






   10    (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.   (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  





 






   11    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  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  





 






   12    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  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). Notwithstanding the foregoing, in the event the Executive  experiences a termination of employment pursuant to Sections 5(d) or 5(f) prior to the end of the  Term, but on or after March 1, 2022, such termination will be deemed to be a Company Requested  Early Retirement and Section 6(f) shall apply in lieu of 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  





 






   13    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;  (iv) Accelerated vesting at the payout level described in this clause (iv) 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)). The payout  shall be at either of the following levels: (1) at the target level, if the grant  was made less that one year before the Executive’s date of termination,; or  (2) the level at which such performance-based RSAs or RSUs are  reasonably on track to perform, as determined by the Compensation  Committee of the Company in its sole discretion after reviewing the most  recent Company forecast and any other information provided by the Chief  Financial Officer or the Executive, if the grant was made exactly one year  or more than one year before the Executive’s date of termination; 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  





 






   14    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  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 or Company Requested Early Retirement (“CRER”).  At the end of the  Term or earlier if due to a CRER, the Executive shall be entitled to retire and receive the benefits  below.  For purposes of clarity, a CRER may only occur on or after March 1, 2022 and before  February 29, 2024. 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, respectively, 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.  Notwithstanding the foregoing and without duplicating any payment already owed under this  Section 6(f), the Executive will be entitled to the following with respect to the Fiscal APB for the  performance period during which the Executive’s employment is terminated under this Section  





 






   15    6(f): (A) if such termination occurs before October 1, 2023, the pro rata portion (as defined in  Section 6(b) above) of any incentive compensation which the Compensation Committee, in its  reasonable discretion, determines Executive would have received under the Annual Incentive Plan  for such performance period had Executive’s employment not been terminated, or (B) if such  termination occurs on or after October 1, 2023 and before February 29, 2024, the full Fiscal APB  for such year. Under either (A) or (B) in the preceding sentence, the payout will be 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. 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 any Fiscal LTPB award issued pursuant to  the Stock Incentive Plan during the Term or under the Prior Agreement and  that remains outstanding as of the date on which Executive’s employment  with the Company terminated as of the end of the Term or earlier if due to  a CRER.  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 or earlier if due  to a CRER, 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  





 






   16    Coverage will continue 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 one of the following  levels: (1) at the target level, if the grant was made less that one year  before the Change of Control; (2) the level at which such  





 






   17    performance-based RSAs are reasonably on track to perform, as  determined by the Compensation Committee of the Company in its  sole discretion after reviewing the most recent Company forecast  and any other information provided by the Chief Financial Officer  or the Executive, if  the grant was made exactly one year or greater  than one year before the Change of Control; or (3) the level specified  by the terms of the Change of Control if the amount would be higher  that the payout specified in (1) or (2) above. For the avoidance of  doubt, the RSAs will not 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  





 






   18    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;   (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  





 






   19    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)).  (k) Notwithstanding anything in the Agreement to the contrary, the Company and the  Executive mutually agree that any severance pay received under this Section 6 is intended, in part,  to be consideration for the non-competition provisions set forth in Section 7 of this Agreement.  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  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 (or the duration permitted by law if shorter) 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  





 






   20    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, 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.  





 






   21    (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.   (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.  





 






   22    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  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.  





 






   23    (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  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  





 






   24    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.  (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.  Furthermore, the Executive represents that he has had the opportunity to consult with an attorney  prior to the execution 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, except as otherwise provided in Sections 4(b)(v) and (c)(vi).  The  foregoing will apply to the Prior Agreement at 11:59 p.m. on February 28, 2021.  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  





 






   25    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  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  





 






   26    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  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.  To the extent permitted by law or as otherwise expressly provided,  Arbitration in accordance with the terms of this Section 9(1) 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  





 






   27    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  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.   





 






   28    (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.  (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]     





 






   29        IN WITNESS WHEREOF, this Agreement has been executed on the day and year first  written above.    HELEN OF TROY NEVADA CORPORATION        By:    /s/ Tessa N. Judge    Tessa N. Judge   General Counsel      EXECUTIVE:         /s/ Julien R. Mininberg   Julien R. Mininberg, individually  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,  a Bermuda company        By:   /s/ Timothy F. Meeker    Timothy F. Meeker   Chairman of the Board      HELEN OF TROY LIMITED,  a Barbados company        By:   /s/ Timothy F. Meeker    Timothy F. Meeker   Director