exv10w29



 





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 be
responsible 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 ending
on a Friday of the following week. Payment is dispersed the Friday of the week after conclusion of
the 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 from
time 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 reaches
target performance goals. You are guaranteed to receive $80,000 of the annual bonus for 2007. The
plan pays out on a quarterly and annual basis. The quarterly portion pays after quarterly sales
results are calculated. The year-end payout occurs after Annual Incentive Plan year results are
finalized and at the same time incentive payments under the Annual Incentive Plan are paid to all
other participants. If in the quarterly payouts, you receive less than $80,000 over the course of
the plan year, the difference will be made up on the year-end payout date. The remainder of your
incentive will be prorated from your date of hire. If you voluntarily resign or are terminated due
to Misconduct prior to the payout you will not be eligible to receive any payments under the Annual
Incentive Plan.



Equity



You are eligible to participate in our stock incentive program. As part of this program, you will
receive restricted stock units (RSUs) and stock options. You are eligible to receive 11,000 RSUs
and 58,000 stock options. These awards are subject to the terms and conditions of the Eddie Bauer
Holdings, Inc. 2005 Stock Incentive Plan. These shares will be granted at the Fair Market Value
upon your date of hire. All your RSUs will vest four years from your date of hire. Your stock
options will vest at 25% per year over four years. Your first stock option vest will be one year
from your date of hire. You may
also receive future stock awards. Any additional RSU or stock option awards will be subject to
Board 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 Bonus
must 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 cycle
occurring in March each year, beginning with the review cycle in 2008 for performance in 2007. Any
merit 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 at
any time.



Additionally, you will be entitled to continue with examinations for you and your spouse at Mayo
Clinic 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 to
relocate you from Singapore to the Untied States. The company will pay for reasonable relocation
costs for you to establish a residency in the greater Seattle area. Our intent is to pay for any
relocation costs from your current stateside permanent residence in Nevada to a second residence in
the Seattle area.



Associate Discount: Associates, and their eligible dependents, receive a 30% merchandise discount
at Eddie Bauer.



Vacation Accrual: You accrue vacation hours at the rate of four (4) weeks per year. In addition to
your vacation accrual, you will be eligible for four (4) personal days per year. These accruals
will be prorated from your date of hire.



Severance Benefits: During the first twelve months of your employment with the Company, in the
event that (A) your position is eliminated and you are not offered a similar position in terms of
scope of responsibility with the Company or (B) your employment is terminated by the Company for
reasons other than Misconduct, the Company agrees to provide twelve months of base pay plus the
annual 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 the
event of job elimination after this initial twelve-month period, your severance benefits and COBRA
medical coverage will be governed by the Company Severance Pay Plan in effect at the time of such
termination. You will not be eligible for any benefits under this section in the event of
voluntary separation or termination by the Company for Misconduct. Any payments pursuant to this
section will be subject to your execution of a waiver and release of claims against the Company
substantially in a form satisfactory to the Company. Notwithstanding the foregoing, you will
become 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 of
the Change in Control Plan will apply to all changes in employment status related to a “Change in
Control” (as that term is defined in the Change in Control Plan) and you shall not be entitled to
any benefits under this paragraph.




 









 







Executive Programs



As an officer of the Company you will also be eligible to participate in the following currently
offered executive programs. The plans highlighted here are detailed in plan documents. Please
refer to those documents for more information. Nothing said here is intended to alter their
meaning and in the event of any conflict the terms of the legal plan documents control. The
Company 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 plan
provides two times your annual salary and bonus as well as benefit protection in the event of
a change-in-control.




Deferred Compensation: provides an opportunity to accumulate capital by investing pretax
dollars for distribution at a future date. You can defer a portion of your cash compensation
as 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 of
coverage. An additional $500,000 is available upon evidence of insurability. The Company
pays the full cost of the program.




Annual Executive Allowance: provides an executive allowance of $25,000. The Annual Executive
Perquisite Allowance is paid in equal installments over twenty-six (26) pay periods. Your
Annual Executive Perquisite Allowance will be pro-rated for the number of pay periods
remaining 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 foreign
withholding taxes.



Please sign and return one copy to confirm your acceptance and understanding of your compensation
package.




	 	 	 
	/s/ Tom Helton

	 	May 14, 2007
	 

	 	 
	Tom Helton

	 	Date
	 
	 	 
	/s/ Howard Gross

	 	May 14, 2007
	 

	 	 
	Howard Gross

	 	Date