Exhibit 10.1


 


HELEN OF TROY LIMITED


2008 NON-EMPLOYEE DIRECTORS STOCK INCENTIVE PLAN


 


FORM OF RESTRICTED STOCK AGREEMENT


 


FOR GOOD AND VALUABLE
CONSIDERATION, receipt of which is hereby acknowledged, Helen of Troy Limited
(the “Company”), a Bermuda company, hereby grants to                     ,
a Director of the Company (the “Holder”), common shares, par value $0.10 per share of the
Company (the “Shares”), which are subject to certain
restrictions and to a risk of forfeiture upon the terms set forth in this restricted stock
agreement (this “Agreement”):


 


WHEREAS,
the Holder has been granted the following award (the “Award”) in
connection with his or her retention as a Director and as compensation for
services to be rendered; and the following terms reflect the Company’s 2008
Non-Employee Directors Stock Incentive Plan (as amended from time to time, the “Plan”);


 


NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein, the parties hereto agree as follows:


 


1.     Defined Terms; Plan. 
Terms used but not defined herein shall have the same meaning ascribed
to such terms in the Plan.  This
Agreement and the grant herein are subject to the terms and conditions herein
and the terms and conditions of the applicable provisions of the Plan, the
terms of which are incorporated herein by reference.


 


2.     Grant. The Holder is hereby granted
              
Shares pursuant to the Plan, subject to certain restrictions and a risk of
forfeiture (the “Restricted Stock”). 
The Restricted Stock are granted as of
                    
(the “Date of Grant”).


 


3.     Vesting of Award.  Subject to the Holder’s continued Service (as
defined in the Plan) with the Company and the terms and conditions of this
Agreement and the Plan, the Restricted Stock will vest with respect to
[        ],[        ]
and [        ] % of the Restricted
Stock on the [        ],[        ]
and [        ] anniversaries of the
Date of Grant, respectively, so that the Restricted Stock will be 100% vested
and exercisable after the [        ] anniversary
of the Date of Grant, as set forth in the following schedule:


 


	
  Timeframe from Date of Grant

  (Vesting Date)

  	
   

  	
  Vesting

  	
   

  	
  Cumulative Vesting

  	
   

  
	
  [                      ]
  (1 year from Date of Grant)

  	
   

  	
  [          ]

  	
  %

  	
  [          ]

  	
  %

  
	
  [                      ]
  (2 years)

  	
   

  	
  [          ]

  	
  %

  	
  [          ]

  	
  %

  
	
  [                      ]
  (3 years)

  	
   

  	
  [          ]

  	
  %

  	
  [          ]

  	
  %

  



 


4.     Effect of Termination of Service;
Forfeiture of Unvested Shares. 
Subject to Section 9 below, the other terms and conditions
of this Agreement, Sections 7(b)(iv), 8(c) of the Plan and
the other terms and conditions of the Plan, notwithstanding Section 3
above, upon a Termination of Service (as defined in the Plan) for any reason
prior to the vesting of the Restricted Shares,
the unvested Restricted Stock shall be immediately forfeited.


 


5.     Certificates. Each certificate
representing the Restricted Stock (the “Restricted Certificate”) shall
be dated the Date of Grant, registered in the Holder’s name or the name of the
Holder’s nominee, and bear an 


 

















 


appropriate
legend referring to the terms, conditions and restrictions applicable to the
Restricted Stock (the “Restrictive Legend”).  Until the Restricted Stock represented by the
Restricted Certificate have vested, the Restricted Certificate must remain in
the physical possession of the Company. 
Upon the vesting of the Restricted Stock pursuant to Sections 3
or 9 of this Agreement, the Restrictive Legend shall be removed and the
certificate representing vested Shares may be delivered to the Holder.


 


6.     Rights of a Shareholder. The Holder
shall have all of the rights of a shareholder including, without limitation,
the right to vote Restricted Stock and the right to receive dividends thereon.


 


7.     Nontransferability.  Prior to vesting, the Restricted Stock shall
not be transferable by the Holder otherwise than by will or by the laws of
descent and distribution. 
Notwithstanding anything to the contrary herein, the Committee, in its
sole discretion, shall have the authority to waive the requirements of this Section 7
and Section 19 of the Plan or any part hereof or thereof that is
not required under the rules promulgated under any law, rule or
regulation applicable to the Company.


 


8.     Transfer of Shares. 
The vested Shares delivered hereunder, or any
interest therein, may be sold, assigned, pledged, hypothecated,
encumbered, or transferred or disposed of in any other manner, in whole or in
part, only in compliance with the terms, conditions and restrictions as set
forth in the governing instruments of the Company, applicable United States
federal and state securities laws or any other applicable laws or regulations
and the terms and conditions of this Agreement and the Plan.


 


9.     Effect of Change of Control.  Subject to the terms this Section 9
and the Plan, in the event there occurs a Change of Control, any and all
restrictions on the Holder’s Restricted Stock shall lapse and such Restricted
Stock shall immediately vest in the Holder, notwithstanding that the Restricted
Stock was unvested.


 


10.   Confidentiality.


 


(a)       During the period that Holder provides Services (as defined in
the Plan) or engages in any other activity with or for the Company and for a
two year period thereafter, Holder shall treat and safeguard as confidential
and secret all Confidential Information (as defined in the Plan) received by
Holder at any time. Without the prior written consent of the Company, except as
required by law, Holder will not disclose or reveal any Confidential
Information to any third party whatsoever or use the same in any manner except
in connection with the businesses of the Company and its Subsidiaries. In the
event that Holder is requested or required (by oral questions, interrogatories,
requests for information or documents, subpoena, civil investigative demand or
other process) to disclose (i) any Confidential Information or (ii) any
information relating to his or her opinion, judgment or recommendations
concerning the Company or its Subsidiaries as developed from the Confidential
Information, Holder will provide the Company with prompt written notice of any
such request or requirement so that the Company may seek an appropriate
protective order or waive compliance with the provisions contained herein. If,
failing the entry of a protective order or the receipt of a waiver hereunder,
Holder is, in the reasonable opinion of his or her counsel, compelled to
disclose Confidential Information, Holder shall disclose only that portion and
will exercise best efforts to obtain assurances that confidential treatment
will be accorded such Confidential Information.


 


(b)       Holder acknowledges that remedies at law for any breach by him
or her of Section 10(a) may be inadequate and that the damages
resulting from any such breach are not readily susceptible to being measured in
monetary terms. Accordingly, Holder acknowledges that upon his or her violation
of any provision of Section 10(a), the Company will be entitled to
immediate injunctive relief and may obtain an order restraining any threatened
or future breach. Holder further agrees, subject to the proviso at the end of
this sentence, that if he or she violates any provisions of Section 10(a),
Holder shall immediately forfeit any rights under this Agreement and shall
return any Shares held by Holder received upon the vesting of Shares underlying
the Award granted under this Agreement, together with any proceeds from sales
of any Shares 


 

















 


received upon the vesting of
Shares underlying the Award. Nothing in this Section 10 will be
deemed to limit, in any way, the remedies at law or in equity of the Company,
for a breach by Holder of any of the provisions of Section 10(a).


 


(c)       If any provision or part of any provision of Section 10
is held for any reason to be unenforceable, (i) the remainder of this Section 10
shall nevertheless remain in full force and effect and (ii) such provision
or part shall be deemed to be amended in such manner as to render such
provision enforceable.


 


11.   Lock Up Agreement. 
The Holder agrees that upon request of the Company or the underwriters
managing any underwritten offering of the Company’s securities, the Holder
shall agree in writing that for a period of time (not to exceed 180 days) from
the effective date of any registration of securities of the Company, the Holder
will not sell, make any short sale of, loan, grant any option for the purchase
of, or otherwise dispose of any Restricted Stock that may vest during such
period of time, without the prior written consent of the Company or such
underwriters, as the case may be.


 


12.   Expenses of Issuance of Shares.  The issuance of stock certificates
representing the Shares, in whole or in part, shall be without charge to the
Holder.  The Company shall pay, and
indemnify the Holder from and against any issuance, stamp or documentary taxes
(other than transfer taxes) or charges imposed by any governmental body, agency
or official (other than income taxes) or by reason of the issuance of shares hereunder.


 


13.   References. References herein to
rights and obligations of the Holder shall apply, where appropriate, to the
Holder’s legal representative or estate without regard to whether specific
reference to such legal representative or estate is contained in a particular
provision of this Agreement.


 


14.   Notices.  Any notice required or permitted to be given
under this Agreement shall be in writing and shall be deemed to have been given
(a) when delivered if delivered in person, (b) three days after being
sent by registered or certified mail, return receipt requested, postage
prepaid, (c) one day after being sent for next business day delivery, fees
prepaid, via a reputable nationwide overnight courier service, (d) on the
date of confirmation of receipt of transmission by facsimile or (e) on the
date of the notice being sent by e-mail at the e-mail address in the records of
the Company, in each case to the intended recipient as set forth below (or to
such other address, facsimile number, email address or individual as a party
may designate by notice to the other parties):


 


If to the Company:


 


Helen of Troy Limited


One Helen of Troy Plaza


El Paso, TX 79912


Attn.: General Counsel


 


If to
the Holder:


 


 


 


or
to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.


 

















 


15.   Governing Law.  This
Agreement shall be governed by and construed in accordance with the laws of the
State of Texas applicable to contracts made and to be performed in the State of
Texas without regard to conflict of laws principles.


 


16.   Entire Agreement. 
This Agreement and the Plan constitute the entire agreement among the
parties relating to the subject matter hereof, and any previous agreement or
understanding among the parties with respect thereto is superseded by this
Agreement and the Plan.


 


17.   Counterparts.  This
Agreement may be executed in two counterparts, each of which shall constitute
one and the same instrument.


 


18.           Conflict.  To the extent the provisions of this
Agreement conflict with the terms and conditions of any written agreement
between the Company and the Holder, the terms and conditions of such agreement
shall control.


 


[Signature page follows]


 

















 


IN WITNESS
WHEREOF, the undersigned have executed this Agreement as of the Date of Grant.


 


	
   

  	
  HELEN OF TROY LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HOLDER

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                 [Holder
  Name]