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
