Exhibit 10.29     **Name:** Tom Helton**Position:** Chief Human Resources Officer**Start Date:** ASAP**Base Salary:** $385,000 **Incentive Allocation Percentage**  70%**Incentive Guarantee for 2007:** $80,000 **Annual Executive Allowance:** $25,000 **Sign On Bonus:** $155,000 **Restricted Stock Units (RSUs):**  11,000 **Stock Options:**  58,000 **Areas of Responsibility**In your role as Chief Human Resources Officer of Eddie Bauer, Inc. (the “Company”), you will beresponsible for the Company’s HR function. You will report to Howard Gross, the interim CEO.**Base Salary and Executive Personal Allowance**Your Base Salary and Annual Personal Allowance will be paid in equal amounts, over twenty-six (26)pay periods. Each pay period represents a two-week span of time beginning on a Monday and endingon a Friday of the following week. Payment is dispersed the Friday of the week after conclusion ofthe two-week period.**Annual Incentive Plan**During your employment with the Company, you will participate in the Company Annual Incentive Plan(the “Annual Incentive Plan”) in accordance with the terms and conditions as in effect fromtime to time. Your annual incentive allocation percentage under the Annual Incentive Plan is 70%of your Base Salary. Payment under the Annual Incentive Plan will occur if the Company reachestarget performance goals. You are guaranteed to receive $80,000 of the annual bonus for 2007. Theplan pays out on a quarterly and annual basis. The quarterly portion pays after quarterly salesresults are calculated. The year-end payout occurs after Annual Incentive Plan year results arefinalized and at the same time incentive payments under the Annual Incentive Plan are paid to allother participants. If in the quarterly payouts, you receive less than $80,000 over the course ofthe plan year, the difference will be made up on the year-end payout date. The remainder of yourincentive will be prorated from your date of hire. If you voluntarily resign or are terminated dueto Misconduct prior to the payout you will not be eligible to receive any payments under the AnnualIncentive Plan.**Equity**You are eligible to participate in our stock incentive program. As part of this program, you willreceive restricted stock units (RSUs) and stock options. You are eligible to receive 11,000 RSUsand 58,000 stock options. These awards are subject to the terms and conditions of the Eddie BauerHoldings, Inc. 2005 Stock Incentive Plan. These shares will be granted at the Fair Market Valueupon your date of hire. All your RSUs will vest four years from your date of hire. Your stockoptions will vest at 25% per year over four years. Your first stock option vest will be one yearfrom your date of hire. You mayalso receive future stock awards. Any additional RSU or stock option awards will be subject toBoard of Director approval and the terms and conditions in effect at that time.
 

 
**Sign-On Bonus**A sign on bonus of $155,000 will be paid in a lump sum within sixty (60) days of your start date.If you voluntarily resign in a twelve (12) month period from your start date, the Sing-On Bonusmust be re-paid. If you resign during the second full year of your employment with the Company,50% ($77,500) must be repaid.**Annual Merit Review**Your salary will be subject to an annual merit review during the Company’s performance review cycleoccurring in March each year, beginning with the review cycle in 2008 for performance in 2007. Anymerit amount will be prorated based on your date of hire.**Additional Current Benefits****Benefits Package:**Eddie Bauer provides a competitive package of benefit plans including medical,dental, vision, and 401(k). The Company reserves the right to amend or modify the benefits plans atany time.Additionally, you will be entitled to continue with examinations for you and your spouse at MayoClinic as part of their executive health screening process for reasonable and customary costs.**Reasonable Relocation Costs:**The Company understands that your current employer will pay torelocate you from Singapore to the Untied States. The company will pay for reasonable relocationcosts for you to establish a residency in the greater Seattle area. Our intent is to pay for anyrelocation costs from your current stateside permanent residence in Nevada to a second residence inthe Seattle area.**Associate Discount:**Associates, and their eligible dependents, receive a 30% merchandise discountat Eddie Bauer.**Vacation Accrual:**You accrue vacation hours at the rate of four (4) weeks per year. In addition toyour vacation accrual, you will be eligible for four (4) personal days per year. These accrualswill be prorated from your date of hire.**Severance Benefits:**During the first twelve months of your employment with the Company, in theevent that (A) your position is eliminated and you are not offered a similar position in terms ofscope of responsibility with the Company or (B) your employment is terminated by the Company forreasons other than Misconduct, the Company agrees to provide twelve months of base pay plus theannual bonus at target of severance determined based on your highest Base Salary. Additionally,the Company will provide six months of medical insurance under COBRA at the associate rate. In theevent of job elimination after this initial twelve-month period, your severance benefits and COBRAmedical coverage will be governed by the Company Severance Pay Plan in effect at the time of suchtermination. You will not be eligible for any benefits under this section in the event ofvoluntary separation or termination by the Company for Misconduct. Any payments pursuant to thissection will be subject to your execution of a waiver and release of claims against the Companysubstantially in a form satisfactory to the Company. Notwithstanding the foregoing, you willbecome a participant in the Company’s Senior Officer Change in Control Compensation Benefit Plan(the “Change in Control Plan”) and for so long as you remain a participant thereunder, the terms ofthe Change in Control Plan will apply to all changes in employment status related to a “Change inControl” (as that term is defined in the Change in Control Plan) and you shall not be entitled toany benefits under this paragraph.
 

 
**Executive Programs**As an officer of the Company you will also be eligible to participate in the following currentlyoffered executive programs. The plans highlighted here are detailed in plan documents. Pleaserefer to those documents for more information. Nothing said here is intended to alter theirmeaning and in the event of any conflict the terms of the legal plan documents control. TheCompany reserves the right to amend or terminate the plans at any time.**Change-in-Control Plan:**protects the financial interests of our key executives. The planprovides two times your annual salary and bonus as well as benefit protection in the event ofa change-in-control.**Deferred Compensation**: provides an opportunity to accumulate capital by investing pretaxdollars for distribution at a future date. You can defer a portion of your cash compensationas well as restricted stock unit awards on a pre-tax basis.**Additional Executive Programs****Executive Life Insurance Plan:**provides four times annual base salary up to $1,000,000 ofcoverage. An additional $500,000 is available upon evidence of insurability**.**The Companypays the full cost of the program.**Annual Executive Allowance:**provides an executive allowance of $25,000. The Annual ExecutivePerquisite Allowance is paid in equal installments over twenty-six (26) pay periods. YourAnnual Executive Perquisite Allowance will be pro-rated for the number of pay periodsremaining in the year. It will be renewed annually.**Withholding Taxes**All payments hereunder will be subject to any and all applicable federal, state local and foreignwithholding taxes.Please sign and return one copy to confirm your acceptance and understanding of your compensationpackage.   /s/ Tom Helton May 14, 2007   Tom Helton Date   /s/ Howard Gross May 14, 2007   Howard Gross Date