##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 Form 10-K/A
 Amendment No. 2
 þ
    
    Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of
1934
 For the fiscal year ended December 30, 2006
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
 For the Transition Period From  to
 Commission file number 000-51676
 
 Eddie Bauer Holdings, Inc.
 (Exact name of registrant as specified in its charter)
 
 Delaware
    
    42-1672352(State of or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 15010 NE 36th Street
Redmond, WA 98052
(425) 755-6544
(Address and telephone number, including area code, of registrants principal executive offices)
 
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $0.01 per share
    
    The NASDAQ Stock Market LLC
 Securities registered pursuant to Section 12(g) of the Act:
 None
 
 o þ
 o þ
 þ o
 o
  o o þ
 o þ
  þ o
  DOCUMENTS INCORPORATED BY REFERENCE:




---



##### Table of Contents



INTRODUCTORY NOTE
  
    
    Compensation Discussion and Analysis (Item 11);
    
    Summary Compensation Table (Item 11);
    
    Employment Agreements; Termination and Change in Control Payments (Item 11); and
    
    Security Ownership of Certain Beneficial Owners and Management (Item 12).
   i




---



##### 



TABLE OF CONTENTS
 PagePART IIIITEM
11. EXECUTIVE COMPENSATION
    
    
    1ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    
    
    18PART IVITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    21EXHIBIT 31.1EXHIBIT 31.2
  ii




---



##### Table of Contents



PART III
  ITEM 11.
  EXECUTIVE
    COMPENSATION
  Compensation
    Discussion & Analysis
      Overview
    of Compensation Program Objectives and Design
        Base
    Salary
   1




---



##### Table of Contents



Annual
    Incentives
        Discretionary
    Annual Compensation
    Long-Term
    Incentives
   2




---



##### Table of Contents



Stock Options.
  RSUs.
    Share Ownership Guidelines.
  Other
    Benefits
    Change in Control.
   3




---



##### Table of Contents



gross-up
    Project Bonus Plan.
 4




---



##### Table of Contents



Executive Long-Term Disability Insurance.
  Executive Life Insurance.
  Nonqualified Deferred Compensation.
  Perquisite Allowance. and/or
  Employment and Separation Agreements.
        Deductibility
    of Executive Compensation
   5




---



##### Table of Contents



Summary
    Compensation Table    Change inPensionValue andNon-Equity


NonqualifiedIncentive


DeferredStock


Option


Plan


Compensation


All OtherSalary


Bonus


Awards(1)


Awards(1)


Compensation


Earnings


Compensation(2)


TotalName and Principal Position

Year


($)


($)


($)


($)


($)


($)


($)


($)Fabian Månsson,


2006


$
980,000


$
250,000
(4)

$
1,972,487


$
288,000










$
32,393


$
3,522,880President and Chief
    Executive Officer(3)David Taylor,


2006


$
1,355,000






















$
39,536


$
1,394,536Interim Chief
    Financial Officer(5)Kathleen Boyer,


2006


$
500,000


$



$
673,111


$
105,840










$
33,704


$
1,312,655Senior Vice President,
    Chief Merchandising
    OfficerShelley Milano,


2006


$
400,000


$



$
673,111


$
105,840










$
29,004


$
1,207,955Senior Vice President,
    General Counsel and SecretaryAnn Perinchief,


2006


$
365,000


$



$
673,111


$
105,840










$
29,647


$
1,173,598Senior Vice
    President, RetailTimothy McLaughlin,


2006


$
52,721


$



$
(93,125
)

$
(12,013
)









$
206,057


$
153,640Former Chief
    Financial Officer(6)     (1)
    
    The dollar amounts in these columns reflect the compensation
    expense/(income) recognized for financial statement reporting
    purposes for the fiscal year ended December 30, 2006, in
    accordance with SFAS 123R, and include amounts from awards
    granted prior to and during 2006. The assumptions used in the
    calculation of these amounts are included in footnote 17 to
    the Companys audited financial statements for the fiscal
    year ended December 30, 2006 included in the Companys
    Annual Report on
    Form 10-K
    filed with the SEC on March 29, 2007.(2)
    
    All Other Compensation for the fiscal year ending
    December 30, 2006, consists of the following:  VIP Long-Term


Value of


401(k)Perquisite


Disability


Supplemental Life


Company


Other/OtherAllowance


Premiums


Insurance Premiums


Contribution


Cash Payments


TotalFabian Månsson

$
20,000


$
3,500


$
2,304


$



$
6,589
(a)

$
32,393David Taylor

$



$



$



$



$
39,536
(b)

$
39,536Kathleen Boyer

$
18,000


$
3,500


$
2,304


$
9,900


$



$
33,704Shelley Milano

$
14,000


$
2,800


$
2,304


$
9,900


$



$
29,004Ann Perinchief

$
14,000


$
3,500


$
2,247


$
9,900


$



$
29,647Timothy McLaughlin

$
2,692


$
292


$
256


$
2,019


$
200,798
(c)

$
206,057  _
    _
  (a)
    
    Consists of $4,288 for reimbursement of financial planning
    expenses, $1,222 of closing costs, $18 gross up of closing
    costs and $1,061 for residential security system.(b)
    
    Consists of housing expenses totaling $39,536.(c)
    
    Other cash payments to Mr. McLaughlin consist
    of $187,500 in severance payments, $3,846 cash out of personal
    holiday and $9,452 cash out of vacation. 6




---



##### Table of Contents



(3)
    
    Mr. Månsson resigned from his position as Chief
    Executive Officer and President of the Company and as a member
    of the Board of Directors of the Company, effective
    February 9, 2007.(4)
    
    One time retention bonus paid to Mr. Månsson on
    January 31, 2006.(5)
    
    The amount shown in the 2006 summary compensation table as
    salary for Mr. Taylor is the fees we paid to FTI Palladium
    Partners pursuant to the agreement between us and FTI Palladium
    Partners for the services Mr. Taylor rendered to us as
    Interim Chief Financial Officer. In addition to these fees, we
    reimbursed FTI Palladium Partners $119,293 for expenses incurred
    in connection with the provision of the Interim Chief Financial
    Officer services.(6)
    
    Mr. McLaughlin resigned from his position as Chief
    Financial Officer of the Company, effective February 24,
    2006. Grants of
    Plan-Based Awards Table    All Other


All OtherStock Awards:


Option Awards:Estimated Future Payouts











Number of


Number of


Exercise orUnder Non-Equity


Estimated Future Payouts Under Equity


Shares of


Securities


Base PriceIncentive Plan Awards


Incentive Plan Awards


Stock or


Underlying


of OptionGrant


Threshold(1)


Target(2)


Maximum(3)


Threshold


Target


Maximum


Units


Options


AwardsName

Date


($)


($)


($)


($)


($)


($)


(#)


(#)


($/Sh)Fabian Månsson


n/a


$
490,000


$
980,000


$
1,715,000























Kathleen Boyer


n/a


$
175,000


$
350,000


$
612,500























Shelley Milano


n/a


$
140,000


$
280,000


$
490,000























Ann Perinchief


n/a


$
127,750


$
255,500


$
447,125























Timothy McLaughlin






































     (1)
    
    Threshold pays at 50% of the NEOs incentive target.(2)
    
    Target pays at 100% of the NEOs incentive target.(3)
    
    Maximum payment is 175% of the NEOs incentive target. Outstanding
    Equity Awards at Fiscal Year-End    Option Awards


Stock AwardsEquityIncentiveEquity


Plan Awards:Equity














Incentive


Market orIncentive














Plan Awards:


PayoutPlan Awards:











Market


Number of


Value ofNumber of


Number of


Number of








Number of


Value of


Unearned


UnearnedSecurities


Securities


Securities








Shares or


Shares or


Shares,


Shares,Underlying


Underlying


Underlying








Units of


Units of


Units or


Units orUnexercised


Unexercised


Unexercised


Option





Stock That


Stock That


Other Rights


Other RightsOptions


Options


Unearned


Exercise


Option


Have Not


Have Not


That Have


That HaveGrant


(#)


(#)


Options


Price


Expiration


Vested


Vested


Not Vested


Not VestedName

Date


Exercisable


Unexercisable


(#)


($)


Date


(#)


($)


(#)


($)Fabian Månsson


11/3/2005



50,000



50,000
(1)





$
23.37



11/3/2015



133,334
(2)

$
1,208,006







Kathleen Boyer


11/3/2005



18,375



18,375
(3)





$
23.37



11/3/2015



45,500
(4)

$
412,230







Shelley Milano


11/3/2005



18,375



18,375
(3)





$
23.37



11/3/2015



45,500
(4)

$
412,230







Ann Perinchief


11/3/2005



18,375



18,375
(3)





$
23.37



11/3/2015



45,500
(4)

$
412,230







Timothy McLaughlin






































     (1)
    
    Unvested options vest in two installments: 25,000 on
    November 3, 2007 and 25,000 on November 3, 2008. On
    February 9, 2007, in connection with
    Mr. Månssons resignation, his unvested options
    vested in full and will remain exercisable for the duration of
    their
    10-year term. 7




---



##### Table of Contents



(2)
    
    Unvested restricted stock units vest in two installments: 66,667
    on July 1, 2007 and 66,667 on July 1, 2008. On
    February 9, 2007, in connection with
    Mr. Månssons resignation, his unvested
    restricted stock units vested in full.(3)
    
    Unvested options vest in two installments: 9,187 on
    November 3, 2007 and 9,188 on November 3, 2008.(4)
    
    Unvested restricted stock units vest in two installments: 22,750
    on July 1, 2007 and 22,750 on July 1, 2008. Option
    Exercises and Stock Vested    Option Awards


Stock AwardsNumber of Shares


Value Realized on


Number of Shares


Value Realized onAcquired


Exercise


Acquired


Vesting(1)Name

on Exercise (#)


($)


on Vesting (#)


($)Fabian Månsson










66,666


$
766,659Kathleen Boyer










22,750


$
261,625Shelley Milano










22,750


$
261,625Ann Perinchief










22,750


$
261,625Timothy McLaughlin














     (1)
    
    This column sets forth the amount realized by each NEO upon the
    vesting of restricted stock units held by such NEO on
    July 1, 2006 (based on a price of $11.50 per share,
    which was the closing price of the Companys common stock
    on June 30, 2006). However, as a result of certain trading
    restrictions, the Company offered the NEOs the opportunity to
    defer settlement of the restricted stock units until
    December 20, 2006. All NEOs deferred settlement of the
    restricted stock units until December 20, 2006. The value
    realized by each NEO at the settlement date (based on a price of
    $9.03 per share) was as follows:  Fabian Månsson

$
601,994Kathleen Boyer

$
205,433Shelley Milano

$
205,433Ann Perinchief

$
205,433   8




---



##### Table of Contents



Employment
    Agreements; Termination and Change in Control Payments    Fabian
    Månsson
       9




---



##### Table of Contents



gross-up
  gross-up
     10




---



##### Table of Contents



The
    tables on pages 13-15 of this Amendment No. 2 to Annual Report on Form 10-K set forth the
    potential payments to Mr. Månsson upon termination or
    Change in Control.
  10-year tax-gross-up
      Kathleen
    Boyer
  and/or
 11




---



##### Table of Contents



The
    tables on pages 13-15 of this Amendment No. 2 to Annual Report on Form 10-K set forth the
    potential payments to Ms. Boyer upon termination or Change
    in Control.
  Shelley
    Milano
  and/or
   12




---



##### Table of Contents



The
    tables on pages 13-15 of this Amendment No. 2 to Annual Report on Form 10-K set forth the
    potential payments to Ms. Milano upon termination or Change
    in Control.
    Eddie
    Bauer Termination Benefits(1,2)
  Value of








Long-Accelerated





Life


TermSeparation





Equity


Excise Tax


Insurance


DisabilityBenefit


Pro-Rata Bonus


Awards


Gross Up(3)


Proceeds(4)


Payments(5)


TotalFabian MånssonBy Company Without Cause

$
3,983,993
(6)

$
980,000


$
1,208,000














$
6,171,993By Officer for Good Reason

$
3,983,993
(6)

$
980,000


$
1,208,000














$
6,171,993Change in Control

$
6,953,490
(7)

$
980,000


$
1,208,000


$
2,906,199










$
12,047,689Death(8)





$
980,000


$
1,208,000






$
1,500,000






$
3,688,000Disability

$
28,993
(9)

$
980,000


$
1,208,000










$
6,750,000


$
8,966,993Kathleen BoyerBy Company Without Cause

$
874,269
(6)

$
350,000
(10)

















$
1,224,269By Officer for Good Reason

$
874,269
(6)

$
350,000
(10)

















$
1,224,269Change in Control

$
2,099,656
(7)





$
412,230














$
2,511,886Death

















$
1,500,000






$
1,500,000Disability





















$
2,125,000


$
2,125,000Ann PerinchiefBy Company Without Cause


























By Officer for Good Reason


























Change in Control

$
1,550,385
(7)





$
412,230














$
1,962,615Death

















$
1,500,000






$
1,500,000Disability





















$
3,475,000


$
3,475,000Shelley MilanoBy Company Without Cause

$
404,480
(6)





















$
404,480By Officer for Good Reason


























Change in Control

$
1,927,175
(7)





$
412,230


$
663,808










$
3,003,213Death

















$
1,500,000






$
1,500,000Disability





















$
4,350,000


$
4,350,000     (1)
    
    For purposes of this termination benefits table, we have assumed
    that as of December 29, 2006, no NEO had (i) accrued
    and unpaid base salary, (ii) accrued and unpaid salary with
    respect to vacation days accrued but not taken through the date
    of termination, and (iii) any amounts or benefits earned,
    accrued or owing under any Company plan or program, which we
    collectively refer to as the Accrued Compensation.
    Upon a termination By Company for Cause or By
    Officer Without Good Reason, NEOs are entitled solely to
    Accrued Compensation. Since we have assumed that no Accrued
    Compensation is owing as of December 29, 2006, we have not
    included these termination events in the table above.(2)
    
    All NEOs are covered by the Change in Control Plan. In addition,
    as of December 29, 2006, three NEOs, Fabian Månsson,
    Kathleen Boyer and Shelley Milano, had employment agreements
    that provided for severance benefits upon certain non-change in
    control termination events.(3)
    
    All NEOs are eligible to receive tax
    gross-ups
    should payments to them be subject to excise tax following a
    Change in Control. As of December 29, 2006,
    Mr. Månsson and Ms. Milano were the only
    executives who would have been subject to excise tax.(4)
    
    Up to four times base salary, with maximum benefit capped at
    $1.5 million. Mr. Månssons employment
    agreement provided for up to $5 million in life insurance
    proceeds if certain requirements were met. However,
    Mr. Månsson failed to meet these requirements and was
    only eligible for $1.5 million. 13




---



##### Table of Contents



(5)
    
    Provides up to 60% of salary replacement, to a maximum of
    $25,000 per month. For purposes of calculating the
    aggregate long-term disability payment for each NEO, we have
    applied the maximum payment per month ($25,000) for such NEO up
    to age 65.(6)
    
    See Separation Benefits  By Company Without
    Cause and By Officer for Good Reason below for details.(7)
    
    See Separation Benefits  Change in
    Control below for details.(8)
    
    Mr. Månssons estate was entitled to
    reimbursement for Relocation Expenses incurred in connection
    with the relocation of Mr. Månssons
    beneficiaries to Sweden. The Company cannot provide an estimate
    of the cost of these Relocation Expenses. See summary of
    Mr. Månssons employment agreement on pages 9-11 of this Amendment No. 2 to Annual Report on Form 10-K for a description of Relocation
    Expenses.(9)
    
    Pursuant to the terms of his employment agreement,
    Mr. Månsson was eligible to receive 100% of his base
    salary for a period of 12 months after termination for
    disability and 50% of his base salary for the 12 months
    thereafter, reduced by the value of long-term disability
    payments. Because disability payments to Mr. Månsson
    exceed 150% of Mr. Månssons base salary, this
    benefit is reduced to zero. The Company was also responsible for
    providing medical, dental, life and disability insurance for a
    period of two years at an estimated cost of $28,993. In
    addition, Mr. Månsson was entitled to reimbursement
    for Relocation Expenses incurred in connection with his
    relocation to Sweden. The Company cannot provide an estimate of
    the cost of these Relocation Expenses. See summary of
    Mr. Månssons employment agreement on pages 9-11
of this Amendment No. 2 to Annual Report on Form 10-K for a description of Relocation
    Expenses.(10)
    
    For purposes of the pro-rata bonus payable to Ms. Boyer upon a
    termination By Company Without Cause or By
    Officer for Good Reason, we assumed that Ms. Boyers
    unpaid annual bonus under the AIP for fiscal year 2006 was
    $350,000. However, in 2007 the Company determined that the
    performance goals for payment of the bonuses under the AIP had
    not been met in fiscal year 2006 and, as a result, Ms. Boyer did
    not receive an AIP bonus.  Separation
    Benefit  By Company Without Cause and By Officer for
    Good Reason
  CompanyProvidedCash


Medical


RelocationSeverance(11)


Benefits(12)


Expense(13)


Outplacement


TotalFabian Månsson(14)

$
3,920,000


$
28,993






$
35,000


$
3,983,993Kathleen Boyer

$
850,000


$
14,269


$
10,000






$
874,269Shelley Milano

$
400,000


$
4,480










$
404,480
     (11)
    
    For Mr. Månsson, cash severance equals two times base
    salary plus target bonus. For Ms. Boyer, cash severance
    equals one time base pay plus target bonus. For Ms. Milano,
    cash severance equals one time base salary.(12)
    
    For Mr. Månsson, medical benefits reflect two years of
    medical, dental, life and disability insurance. For
    Ms. Boyer, medical benefits equal the greater of
    (i) one year of COBRA at the associate rate, or
    (ii) COBRA at the associate rate for the period as
    specified in the severance program in effect at the time. For
    Ms. Milano, medical benefits equal COBRA at the associate
    rate for a period of six months.(13)
    
    Mr. Månsson was entitled to reimbursement for
    Relocation Expenses incurred in connection with his relocation
    to Sweden. The Company cannot provide an estimate of the cost of
    these Relocation Expenses. See summary of
    Mr. Månssons employment agreement on pages 9-11 of this Amendment No. 2 to Annual Report on Form 10-K for a description of Relocation
    Expenses.(14)
    
    If Mr. Månssons employment were terminated by
    the Company without Cause or by Mr. Månsson for Good
    Reason during the period six months prior to, or two years
    after, a Change in Control, the severance multiple of two used
    for determining the value of his separation and medical benefits
    would have been increased to three (resulting in a separation
    payment of $5.88 million and medical benefits of $43,490).
    Additionally, the value of outplacement benefits would have
    increased from $35,000 to $50,000 and Mr. Månsson
    would have been eligible for a
    gross-up
    payment to cover the value of any excise tax. 14




---



##### Table of Contents



Separation
    Benefit  Change in Control
  Current








TotalCash


Annual


Project





SeparationSeverance(15)


Bonus(16)


Bonus(17)


Benefits(18)


BenefitFabian Månsson(19)

$
5,880,000


$
980,000






$
93,490


$
6,953,490Kathleen Boyer

$
1,700,000


$
350,000






$
49,656


$
2,099,656Ann Perinchief

$
1,241,000


$
255,500






$
53,885


$
1,550,385Shelley Milano

$
1,360,000


$
280,000


$
240,000


$
47,175


$
1,927,175
     (15)
    
    Per the Change in Control Plan, all NEOs, other than
    Mr. Månsson, receive two times base salary plus two
    times the greater of the target bonus for the fiscal year in
    which the termination occurs or the average annual bonus paid in
    the three full fiscal years ending prior to the date of
    termination. Mr. Månsson was entitled to receive three
    times base salary plus three times the greater of the target
    bonus for the fiscal year in which the termination occurred or
    the average annual bonus paid in the three full fiscal years
    ending prior to the date of termination.(16)
    
    All NEOs receive a full year non-prorated target payout under
    the current year annual incentive plan.(17)
    
    Ms. Milano is the only NEO eligible for a bonus under the
    Project Bonus Plan.(18)
    
    Includes two years continuation of medical, dental, life, and
    disability insurance, except for Mr. Månsson who was
    entitled to receive three years. Also includes $25,000 in
    outplacement services benefits for each executive, except for
    Mr. Månsson who was eligible to receive $50,000.(19)
    
    Mr. Månsson was entitled to reimbursement for
    Relocation Expenses incurred in connection with his relocation
    to Sweden. The Company cannot provide an estimate of the cost of
    these Relocation Expenses. See summary of
    Mr. Månssons employment agreement on pages 9-11 of this Amendment No. 2 to Annual Report on Form 10-K for a description of Relocation
    Expenses. 15




---



##### Table of Contents



Director
    Compensation       Fees Earnedor


Stock


Option


All OtherPaid in Cash


Awards(1)


Awards(1)


Compensation


TotalName

($)


($)


($)


($)


($)William T. End

$
193,423
(2)

$
42,211
(3)

$
66,640
(4)





$
302,274John C. Brouillard

$
117,016


$
42,211
(3)

$
66,640
(4)





$
225,867Howard Gross(5)

$
86,600


$
42,211
(3)

$
66,640
(4)





$
195,451Paul E. Kirincic

$
82,526


$
42,211
(3)

$
66,640
(4)





$
191,377Kenneth M. Reiss

$
98,875


$
42,211
(3)

$
66,640
(4)





$
207,726Laurie M. Shahon

$
107,753


$
42,211
(3)

$
66,640
(4)





$
216,604Edward M. Straw

$
78,764


$
42,211
(3)

$
66,640
(4)





$
187,615Stephen E. Watson

$
99,582


$
42,211
(3)

$
66,640
(4)





$
208,433     (1)
    
    The dollar amounts in these columns reflect the compensation
    expense/(income) recognized for financial statement reporting
    purposes for the fiscal year ended December 30, 2006, in
    accordance with SFAS 123R, and include amounts from awards
    granted prior to 2006. The assumptions used in the calculation
    of these amounts are included in footnote 17 to the
    Companys audited financial statements for the fiscal year
    ended December 30, 2006 included in the Companys
    Annual Report on
    Form 10-K
    filed with the SEC on March 29, 2007.(2)
    
    Mr. End deferred $75,000 of the $193,423 of fees earned or
    paid in cash. Our non-employee directors are eligible to
    participate in the Companys nonqualified deferred
    compensation plan. A non-employee director may defer up to 100%
    of (i) the cash retainer and meeting and committee fees
    payable to him or her, and (ii) the second and third
    vesting installments of his or her restricted stock units, which
    will vest on July 1, 2007 and July 1, 2008. When a
    director elects to defer a portion of his or her compensation
    such amount is allocated to an account that tracks the
    performance of our common stock. Each deferred amount is
    assigned a number of hypothetical shares of our common stock at
    the time of the deferral based on the fair market value of the
    common stock on that date. The value of the deferred amount
    fluctuates with the value of our common stock and may lose
    value. At the elected time pursuant to the nonqualified deferred
    compensation plan, the value of the deferred amount is paid to
    the non-employee director in cash.(3)
    
    At December 30, 2006, each non-employee director held
    options to purchase 17,000 shares of the Companys
    common stock, with an exercise price of $23.37 per share.(4)
    
    At December 30, 2006, each non-employee director held 4,280
    restricted stock units.(5)
    
    Although Mr. Gross is not currently receiving any
    compensation for serving on the Board of Directors,
    Mr. Gross did receive the amounts set forth above for
    serving as a non-employee director during fiscal year 2006. 16




---



##### Table of Contents



REPORT OF
    COMPENSATION COMMITTEE  The information in this Compensation Committee Report shall
    not be deemed to be soliciting material, or to be
    filed with the Securities and Exchange Commission or
    to be subject to Regulation 14A or 14C as promulgated by the
    Securities and Exchange Commission, or to the liabilities of
    Section 18 of the Securities and Exchange Act of 1934.
  Regulation S-K.
    Stephen E. Watson (Chair)
    John C. Brouillard
    Paul E. Kirincic
 Compensation Committee Interlocks and Insider Participation
  17




---



##### Table of Contents



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
 Security Ownership of Certain Beneficial Owners and Management
 The following table sets forth information regarding beneficial ownership of our common stock as of
March 31, 2007, by:
 
    
    each of our non-employee directors;
    
    each of our NEOs;
    
    all of our directors and NEOs as a group; and
    
    all other stockholders known by us to beneficially own more than five
percent of our outstanding common stock.
  th
 Number of Sharesof Common Stock
    
    Percent ofBeneficially
    
    Common StockOwned
    
    OutstandingWellington Management Company, LLP (1)
    
    
    4,201,800
    
    
    
    13.8
    %FMR Corp. (2)
    
    
    3,624,675
    
    
    
    11.9Bank of America, N.A. (3)
    
    
    2,065,936
    
    
    
    6.8JP Morgan Chase Bank, N.A (4)
    
    
    1,857,839
    
    
    
    6.1Fabian Månsson (5)
    
    
    300,000
    
    
    
    *Kathleen Boyer (6)
    
    
    41,125
    
    
    
    *Shelley Milano (7)
    
    
    41,125
    
    
    
    *Ann Perinchief (8)
    
    
    26,642
    
    
    
    *William T. End (9)
    
    
    7,092
    
    
    
    *John C. Brouillard (9)
    
    
    7,092
    
    
    
    *Howard Gross (9)
    
    
    7,092
    
    
    
    *Paul E. Kirincic (9)
    
    
    7,092
    
    
    
    *Kenneth M. Reiss (9)
    
    
    7,092
    
    
    
    *Laurie M. Shahon (9)
    
    
    7,092
    
    
    
    *Edward M. Straw (9)
    
    
    7,092
    
    
    
    *Stephen E. Watson (9)
    
    
    7,092
    
    
    
    *David Taylor
    
    
    
    
    
    
    Timothy McLaughlin
    
    
    
    
    
    
    All
directors and executive officers as a group (14 persons) (10)
    
    
    465,628
    
    
    
    1.5
    %
 
 *
    
    Indicates less than one percent. 18




---



##### Table of Contents



(1)
    
    Information based on Schedule 13G filed on December 11, 2006, with the SEC by Wellington
Management Company, LLP (Wellington Management). According to the Schedule 13G, Wellington
Management has (a) shared voting power over 2,358,300 shares and (b) shared dispositive power
over 4,201,800 shares. The shares listed above are owned of record by clients of Wellington
Management. Wellington Management acknowledges that, in its capacity as investment advisor,
it may be deemed the beneficial owner of the shares listed above. The address for Wellington
Management is 75 State Street, Boston, Massachusetts 02109.(2)
    
    Information based on Schedule 13G/A filed on February 14, 2007, with the SEC by FMR Corp. and
certain related entities. According to the Schedule 13G/A: (a) Fidelity Management &
Research Company beneficially owns 3,621,875 shares as a result of acting as an investment
adviser to various investment companies registered under Section 8 of the Investment Company
Act of 1940; and (b) Fidelity Management Trust Company beneficially owns 2,800 shares as a
result of serving as investment manager of certain institutional accounts. Edward C. Johnson
3d and FMR Corp., which is the parent company of these entities, have sole voting power over
2,800 shares and sole dispositive power over 3,624,675 shares. Edward C. Johnson 3d and
certain members of his family, collectively, may form a controlling group with respect to FMR
Corp. The address of each entity and Edward C. Johnson 3d is 82 Devonshire Street, Boston,
Massachusetts 02109.(3)
    
    Information based on Schedule 13G filed on February 8, 2006, with the SEC by Bank of America
Corporation, NB Holdings Corporation and Bank of America, N.A (the BofA Entities).
According to the Schedule 13G: (a) Bank of America, N.A. has sole voting and sole dispositive
power over 2,065,936 shares; (b) Bank of America Corporation has shared voting power and
shared dispositive power over 2,065,936 shares; and (c) NB Holdings Corporation has shared
voting power and shared dispositive power over 2,065,936 shares. The address of the BofA
Entities is 100 Tryon Street, Floor 25, Bank of America Corporate Center, Charlotte, North
Carolina 28255.(4)
    
    Information based on Schedule 13G filed on February 12, 2007, with the SEC by JPMorgan &
Chase Co. and its wholly-owned subsidiary, JPMorgan Chase Bank, National Association.
According to the Schedule 13G, JPMorgan & Chase Co. has sole voting and dispositive power over
1,857,839 shares. The address for JPMorgan & Chase Co. is 270 Park Avenue, New York, NY
10017.(5)
    
    Includes 100,000 shares of common stock reserved for issuance upon exercise of stock options
that are or will be exercisable on or before May 30, 2007. On February 9, 2007, in connection
with Mr. Månssons resignation, his 50,000 unvested options vested in full and will remain
exercisable for the duration of their 10-year term.(6)
    
    Includes 18,375 shares of common stock reserved for issuance upon exercise of stock options
that are or will be exercisable on or before May 30, 2007.(7)
    
    Includes 18,375 shares of common stock reserved for issuance upon exercise of stock options
that are or will be exercisable on or before May 30, 2007.(8)
    
    Includes 18,375 shares of common stock reserved for issuance upon exercise of stock options
that are or will be exercisable on or before May 30, 2007. In addition, the total includes
6,037 shares of common stock reserved for issuance upon exercise of stock options that are or
will be exercisable on or before May 30, 2007, and 75 shares of common stock held by Mr. Don
Perinchief, her spouse. Ms. Perinchief disclaims beneficial ownership of the common stock
underlying the stock options held by Mr. Perinchief.(9)
    
    Includes 5,666 shares of common stock reserved for issuance upon exercise of stock options
that are or will be exercisable on or before May 30, 2007.(10)
    
    Includes 206,490 shares of common stock reserved for issuance upon exercise of stock options
that are or will become exercisable on or before May 30, 2007. 19




---



##### Table of Contents



Summary of Equity Compensation Plan
  Number of Securities
    
    
    
    
    
    
    Weighted Average
    
    
    
    
    
    
    Number of Securitiesto Be Issued Upon
    
    
    
    
    
    
    Exercise Price of
    
    
    
    
    
    
    Remaining AvailableExercise of
    
    
    
    
    
    
    Outstanding
    
    
    
    
    
    
    for Future IssuanceOutstanding Options,
    
    
    
    
    
    
    Options, Warrants
    
    
    
    
    
    
    Under EquityPlan Category
    
    Warrants and Rights
    
    
    
    
    
    
    and Rights
    
    
    
    
    
    
    Compensation PlansEquity Compensation
Plans Approved by
Security Holders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity Compensation
Plans Not Approved
By Security Holders
    
    
    1,193,908
    
    
    
    (1
    )
    
    $
    23.28
    
    
    
    (2
    )
    
    
    587,845Total
    
    
    1,193,908
    
    
    
    
    
    
    $
    23.28
    
    
    
    
    
    
    
    587,845
 
 (1)
    
    Reflects securities issued under the Eddie Bauer Holdings, Inc. 2005 Stock Incentive
Plan. Includes stock options to acquire 590,375 shares of common stock at a
weighted-average exercise price of $23.28 per share and 603,533 restricted stock units.(2)
    
    Reflects the weighted-average exercise price of stock options granted and outstanding
under the Eddie Bauer Holdings, Inc. 2005 Stock Incentive Plan as of December 30, 2006. 20




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
  (a)
    
    3. Exhibits required by Item 601 of Regulation S-K
 ExhibitNumber
    
    Description**31.1
    
    Rule 13a-14(a)/15-14(a) Certification of Chief Executive Officer**31.2
    
    Rule 13a-14(a)/15-14(a) Certification of Chief Financial Officer
 
 **
    
    Filed herewith 21




---



##### Table of Contents



SIGNATURES
  EDDIE BAUER HOLDINGS,
INC./s/
Howard GrossHoward GrossInterim Chief Executive OfficerMay 11, 2007
   /s/
  Howard Gross

/s/
  David TaylorHoward Gross
    
    David TaylorInterim Chief Executive Officer and Director
    
    Interim Chief Financial Officer(Principal executive officer)
    
    (Principal financial and accounting officer)Date: May 11, 2007
    
    Date: May 11, 2007/s/   William T. End

/s/
  John C. BrouillardWilliam T. End
    
    John C. BrouillardDirector
    
    DirectorDate: May 11, 2007
    
    Date: May 11,
2007/s/
  Kenneth M. ReissPaul E. Kirincic
    
    Kenneth M. ReissDirector
    
    DirectorDate:
    
    Date: May 11,
2007/s/
  Laurie M. Shahon

/s/
  Edward M. StrawLaurie M. Shahon
    
    Edward M. StrawDirector
    
    DirectorDate: May 11, 2007
    
    Date: May 11,
2007/s/
  Stephen E. WatsonStephen E. WatsonDirectorDate: May 11, 2007