##### Table of Contents



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
     Form 10-K/A
 Amendment No. 1
      þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 30, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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
    incorporation or organization)

(I.R.S. Employer
    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:
    Common Stock, Par Value $0.01 per share
    Name of each exchange on which registered
    The NASDAQ Stock Market LLC
    Securities Registered Pursuant to Section 12(g) of the
    Act:
    None
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large
    accelerated filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ  Rule 12b-2 o þ
    þ o
    DOCUMENTS
    INCORPORATED BY REFERENCE:




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INTRODUCTORY
    NOTE
  Form 10-K/A, Form 10-K
      Item 12.
    Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters         i




---



##### 



TABLE OF
    CONTENTS
  PagePART III


1ITEM 10.


DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


1ITEM 11.


EXECUTIVE
    COMPENSATION


5ITEM 12.


SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
    STOCKHOLDER MATTERS


19ITEM 13.


CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE


22ITEM 14.


PRINCIPAL
    ACCOUNTING FEES AND SERVICES


22PART IV


23ITEM 15.


EXHIBITS, FINANCIAL
    STATEMENT SCHEDULES


23EXHIBIT 31.1EXHIBIT 31.2   ii




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##### Table of Contents



PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Directors
    and Executive Officers
    Non-employee Directors

Age

Present PositionWilliam T. End


59


Chair of the Board of Directors,
    Nominating and Corporate Governance Committee MemberJohn C. Brouillard


58


Director, Audit Committee Member,
    Compensation Committee MemberPaul E. Kirincic


56


Director, Compensation Committee
    MemberKenneth M. Reiss


64


Director, Chair of Audit CommitteeLaurie M. Shahon


55


Director, Audit Committee Member,
    Chair of Nominating and Corporate Governance CommitteeEdward M. Straw


67


Director, Nominating and Corporate
    Governance Committee MemberStephen E. Watson


61


Director, Chair of Compensation
    Committee     Executive Officers

Age

Present PositionHoward Gross


63


Interim Chief Executive Officer
    and DirectorKathleen Boyer


58


Senior Vice President, Chief
    Merchandising OfficerShelley Milano


50


Senior Vice President, General
    Counsel and SecretaryAnn Perinchief


53


Senior Vice President, RetailDavid Taylor


51


Interim Chief Financial Officer
    and Treasurer     Non-employee
    Directors
  William T. End
  John C. Brouillard
  Paul E. Kirincic
 1




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Kenneth M. Reiss
  Laurie M. Shahon
  Edward M. Straw
  Stephen E. Watson
  Officers
  Howard Gross
  Kathleen Boyer
 2




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Shelley Milano
  Ann Perinchief
  David Taylor
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Business Conduct and Ethics
  e-mail,
   3




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Regulation S-K.
  Director
    Nominations and Qualifications
           4




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##### Table of Contents



Audit
    Committee of the Board of Directors
  Regulation S-K
      ITEM 11.
    EXECUTIVE
    COMPENSATION  Compensation
    Discussion & Analysis
      Overview
    of Compensation Program Objectives and Design
   5




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##### Table of Contents



Base
    Salary
      Annual
    Incentives
       6




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##### Table of Contents



Discretionary
    Annual Compensation
    Long-Term
    Incentives
    Stock Options.
  RSUs.
    Share Ownership Guidelines.
  Other
    Benefits
  change-in-control
  Change in Control.
 7




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8




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##### Table of Contents



gross-up
    Executive Long-Term Disability Insurance.
  Executive Life Insurance.
  Nonqualified Deferred Compensation.
  Perquisite Allowance. and/or
  Employment and Separation Agreements.
     9




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##### Table of Contents



Deductibility
    of Executive Compensation
    Summary
    Compensation Table
    Change inPensionValue andNon-Equity


NonqualifiedIncentive


DeferredPlan


Compen-


All OtherStock


Option


Compen-


sation


Compen-Name and




Salary


Bonus


Awards(1)


Awards(1)


sation


Earnings


sation(2)


TotalPrincipal Position

Year


($)


($)


($)


($)


($)


($)


($)


($)Fabian Månsson,


2006


$
980,000


$
250,000
(4)

$
1,972,487


$
288,000










$
33,817


$
3,524,304President 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 Original
    Filing. 10




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##### Table of Contents



(2)
    
    All Other Compensation for the fiscal year ending
    December 30, 2006, consists of the following:  VIP Long-


Value ofTerm


Supplemental


401(k)


Other /Perquisite


Disability


Life Insurance


Company


Other CashAllowance


Premiums


Premiums


Contribution


Payments


TotalFabian Månsson

$
20,000


$
3,500


$
2,304


$



$
8,013
(a)

$
33,817David 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 $5,712 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.  (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


OptionAwards:


Awards:


ExerciseEstimated Future Payouts


Estimated Future Payouts


Number of


Number of


or BaseUnder Non-Equity


Under Equity


Shares of


Securities


Price ofIncentive Plan Awards


Incentive Plan Awards


Stock or


Underlying


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. 11




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Outstanding
    Equity Awards at Fiscal Year-End
    Option Awards


Stock AwardsEquityEquity


Incentive PlanEquity














Incentive


Awards:Incentive














Plan Awards:


Market orNumber


Number


Plan Awards:











Market


Number of


Payout Valueof


of


Number of








Number of


Value


Unearned


of UnearnedSecurities


Securities


Securities








Shares or


of Shares


Shares, Units


Shares, UnitsUnderlying


Underlying


Underlying








Units of


or Units


or Other


or OtherUnexercised


Unexercised


Unexercised


Option





Stock That


of Stock


Rights That


Rights ThatOptions


Options


Unearned


Exercise


Option


Have Not


That Have


Have Not


Have Not(#)


(#)


Options


Price


Expiration


Vested


Not Vested


Vested


VestedName

Grant 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.(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


Number of Shares


ValueAcquired


Realized on


Acquired


Realized onon Exercise


Exercise


on Vesting


Vesting(1)Name

(#)


($)


(#)


($)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:  12




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Fabian Månsson

$
601,994Kathleen Boyer

$
205,433Shelley Milano

$
205,433Ann Perinchief

$
205,433     (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.  Employment
    Agreements; Termination and Change in Control Payments
    Fabian
    Månsson
       13




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gross-up
  gross-up
 14




---



##### Table of Contents



The
    tables on pages 18   and 19   of this
    Amendment No. 1 to Annual Report on
    Form 10-K/A
    set forth the potential payments to Mr. Månsson upon
    termination or Change in Control.
  10-year tax-gross-up
 15




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##### Table of Contents



Kathleen
    Boyer
  and/or
         16




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##### Table of Contents



The
    tables on pages 18   and 19   of this
    Amendment No. 1 to Annual Report on
    Form 10-K/A
    set forth the potential payments to Ms. Boyer upon
    termination or Change in Control.
  Shelley
    Milano
  and/or
    The
    tables on pages 18   and 19   of this
    Amendment No. 1 to Annual Report on
    Form 10-K/A
    set forth the potential payments to Ms. Milano upon
    termination or Change in Control.
   17




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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


















$
1,224,269By Officer for Good Reason

$
874,269
(6)

$
350,000


















$
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

$
1,687,175
(7)





$
412,230


$
663,808










$
2,763,213Death

















$
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.(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 18




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##### Table of Contents



the cost of these Relocation Expenses. See summary of
    Mr. Månssons employment agreement on
    page 13   of this Amendment No. 1 to Annual
    Report on
    Form 10-K/A
    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
    page 13   of this Amendment No. 1 to Annual
    Report on
    Form 10-K/A
    for a description of Relocation Expenses.  Separation
    Benefit  By Company Without Cause and By Officer for
    Good Reason
  CompanyProvidedCash


Medical


RelocationSeverance(10)


Benefits(11)


Expense(12)


Outplacement


TotalFabian Månsson(13)

$
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
     (10)
    
    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. Boyer,
    cash severance equals one time base salary.(11)
    
    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.(12)
    
    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
    page 13   of this Amendment No. 1 to Annual
    Report on
    Form 10-K/A
    for a description of Relocation Expenses.(13)
    
    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 be 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 be eligible for a
    gross-up
    payment to cover the value of any excise tax.  Separation
    Benefit  Change in Control
  Current





TotalCash


Annual





SeparationSeverance(14)


Bonus(15)


Benefits(16)


BenefitFabian Månsson(17)

$
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


$
47,175


$
1,687,175
     (14)
    
    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 19




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##### Table of Contents



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 occured or the average annual bonus paid in the
    three full fiscal years ending prior to the date of termination.(15)
    
    All NEOs receive a full year non-prorated target payout under
    the current year annual incentive plan.(16)
    
    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.(17)
    
    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
    page 13   of this Amendment No. 1 to Annual
    Report on
    Form 10-K/A
    for a description of Relocation Expenses.  Director
    Compensation
       20




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##### Table of Contents



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 Original Filing.(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. 21




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##### 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
    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Security
    Ownership of Certain Beneficial Owners and Management
    
    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.   22




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##### Table of Contents



Number of Shares


Percent ofof Common Stock


Common StockBeneficially Owned


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.(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 23




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##### Table of Contents



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 200,453 shares of common stock reserved for
    issuance upon exercise of stock options that are or will become
    exercisable on or before May 30, 2007.  Summary
    of Equity Compensation Plan
    Number of Securitiesto Be Issued Upon


Weighted Average


Number of SecuritiesExercise of


Exercise Price of


Remaining AvailableOutstanding


Outstanding


for Future IssuanceOptions, Warrants


Options, Warrants


Under EquityPlan Category

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. 24




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##### Table of Contents



ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE        Transactions
    with FTI Palladium Partners
    Donald
    Perinchiefs Employment
    Director
    Independence
    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES     25




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##### Table of Contents



2006


2005(1)Audit Fees

$
594,372


$
481,496Audit Related Fees(2)


84,067



50,000Tax Fees(3)


273,346



All Other Fees(4)


779,244



Total

$
1,731,029


$
531,496     (1)
    
    The fees for fiscal year 2005 were incurred during the period
    from June 21, 2005, which is the date on which the Company
    was formed, to December 31, 2005.(2)
    
    Audit related fees include fees related to the audit of the
    Companys benefit plans.(3)
    
    Tax fees include fees for professional services rendered by BDO
    Seidman, LLP for tax compliance related to state and federal tax
    returns, and tax advice and planning of issues related to the
    Companys emergence from Chapter 11.(4)
    
    All other fees include services provided relating to the
    Companys filing of a Form 10 registration statement
    with the SEC and review of management responses to SEC comment
    letters related to the Form 10 registration statement.  Policy on
    Audit Committee Pre-Approval of Audit and Permissible Non-Audit
    Services
   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES    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 26




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##### Table of Contents



SIGNATURES
    EDDIE BAUER HOLDINGS, INC.
  
 Howard Gross
 Interim Chief Executive Officer
      /s/  Howard
    GrossHoward
    Gross

Interim Chief Executive
    Officer
    and Director
    (Principal executive officer)

Date: April 30, 2007/s/  David
    TaylorDavid
    Taylor

Interim Chief Financial Officer
    (Principal financial and accounting officer)

Date: April 30, 2007/s/  William
    T. EndWilliam
    T. End

Director

Date: April 30, 2007/s/  Paul
    E. KirincicPaul
    E. Kirincic

Director

Date: April 30, 2007/s/  Laurie
    M. ShahonLaurie
    M. Shahon

Director

Date: April 30, 2007/s/  Stephen
    E. WatsonStephen
    E. Watson

Director

Date: April 30, 2007/s/  John
    C. BrouillardJohn
    C. Brouillard

Director

Date: April 30, 2007/s/  Kenneth
    M. ReissKenneth
    M. Reiss

Director

Date: April 30, 2007/s/  Edward
    M. StrawEdward
    M. Straw

Director

Date: April 30, 2007  27