NOTE 15 – SHARE-BASED COMPENSATION PLANS

We have equity awards outstanding under two expired share-based compensation plans. The expired plans consist of an employee stock option and restricted stock plan adopted in 1998 (the “1998 Plan”) and a non-employee director stock option plan adopted in 1995 (the “1995 Directors’ Plan”).

We also have equity awards outstanding under three active share-based compensation plans. The plans consist of the Helen of Troy Limited 2008 Stock Incentive Plan, an employee stock option and restricted stock plan (the “2008 Stock Incentive Plan”), the Helen of Troy Limited 2008 Non-Employee Directors Stock Incentive Plan, a non-employee director restricted stock plan (the “2008 Directors’ Plan”), and the Helen of Troy Limited 2008 Employee Stock Purchase Plan (the “2008 Stock Purchase Plan”). These plans are described below. The plans are administered by the Compensation Committee of the Board of Directors, which consists of non-employee directors who are independent under the NASDAQ Stock Market listing standards.

Expired Plans

The 1998 Plan covered a total of 6,750,000 shares of common stock for issuance to key officers and employees. The 1998 Plan provided for the grant of options to purchase our common stock at a price equal to or greater than the fair market value on the grant date. The 1998 Plan contained provisions for incentive stock options, non-qualified stock options and restricted share grants. Generally, options granted under the 1998 Plan become exercisable immediately or over one-, four-, or five-year vesting periods and expire on dates ranging from seven to ten years from the date of grant. The 1998 Plan expired by its terms on August 25, 2008. As of February 28, 2013, 119,849 shares of common stock subject to options were outstanding under the plan.

The 1995 Directors’ Plan covered a total of 980,000 shares of common stock for issuance to non-employee members of the Board of Directors. We granted options under the 1995 Directors’ Plan at a price equal to the fair market value of our common stock at the date of grant. Options granted under the 1995 Directors’ Plan vest one year from the date of issuance and expire ten years after issuance. The 1995 Directors’ Plan expired by its terms on June 6, 2005. As of February 28, 2013, options to purchase 28,000 shares of common stock were outstanding under the plan.

Active Plans

The 2008 Stock Incentive Plan originally covered a total of 750,000 shares of common stock for issuance to key officers, employees and consultants of the Company. At the Company’s Annual General Meeting held on October 11, 2011, the Company’s shareholders approved certain amendments, which, among other things, increased the number of shares of common stock available for grant as stock options, unrestricted shares, restricted stock, restricted stock units, or any other type of stock-based awards under the plan from 750,000 shares to 3,750,000 shares; permitted the CEO to participate in the plan; and increased the maximum number of shares with respect to which awards of any and all types may be granted during a calendar year to any participant from 250,000 to 1,000,000 shares. Generally, options granted under the 2008 Stock Incentive Plan will become exercisable over four- or five-year vesting periods and will expire on dates ranging from seven to ten years from the date of grant. The plan will expire by its terms on August 19, 2018. On March 1, 2012, the CEO was granted 700,000 Performance RSU’s with a fair value of $32.88 per share subject to performance and service conditions. As of the end of fiscal year 2013, in connection with his annual bonus package, the CEO was also awarded 159,666 restricted shares having a fair value at the date of the award of $35.55 per share, vesting on February 28, 2015. These shares were awarded on April 22, 2013. Further information regarding the CEO’s Performance RSUs and restricted stock awards can be found in Note (13) under the subheading “Employment Contracts.” As of February 28, 2013, 716,193 shares of common stock subject to options were outstanding, 700,000 Performance RSUs had been granted and 2,244,643 shares remained available for future issue under the plan.

The 2008 Directors’ Plan covers a total of 175,000 shares of common stock for issuance of restricted stock, restricted stock units or other stock-based awards to non-employee members of our Board of Directors. Awards granted under the 2008 Directors’ Plan will be subject to vesting schedules and other terms and conditions as determined by the Compensation Committee of the Company’s Board of Directors. Currently, the Board’s stock ownership guidelines require restricted stock granted to directors to be held until their departure from the Board. The plan will expire by its terms on August 19, 2018. As of February 28, 2013, 48,112 shares of restricted stock have been granted and 126,888 shares remained available for future issue under the plan. Under the 2008 Directors’ Plan, for the fiscal years ended 2013, 2012 and 2011, the Company granted 10,512, 18,000 and 11,600 shares of restricted stock, respectively, to certain members of our Board of Directors having weighted average fair values at the date of grant of $31.54, $29.48 and $22.26 per share for each year, respectively. The restricted stock awards vested immediately, were valued at the fair value of the Company’s common stock at the date of the grant and accordingly, were expensed at the time of the grants.

The 2008 Stock Purchase Plan covers a total of 350,000 shares of common stock for issuance to our employees. Under the terms of the plan, employees may authorize the withholding of up to 15 percent of their wages or salaries to purchase our shares of common stock. The purchase price for shares acquired under the 2008 Stock Purchase Plan is equal to the lower of 85 percent of the share’s fair market value on either the first day of each option period or the last day of each period. The plan will expire by its terms on September 1, 2018. Shares of common stock purchased under the 2008 Stock Purchase Plan vest immediately at the time of purchase. Accordingly, the fair value award associated with their discounted purchase price is expensed at the time of purchase. During fiscal years 2013, 2012 and 2011, plan participants acquired a total of 39,728, 41,868 and 24,601 shares of common stock at average prices of $26.68, $24.17 and $19.45 per share, respectively. As of February 28, 2013, 199,541 shares remained available for future issue under this plan.

The Company recorded share-based compensation expense in SG&A for each of the fiscal years covered by our consolidated statements of income as follows:

SHARE-BASED PAYMENT EXPENSE

(in thousands, except per share data)


	Fiscal Years Ended the Last Day of February,
	2013		2012		2011

Stock options	$	2,298	$	2,061	$	1,603
Directors stock compensation	473		531		258
Performance based restricted stock awards and units	2,988		-		-
Employee stock purchase plan	296		336		156
Share-based payment expense	6,055		2,928		2,017
Less income tax benefits	(858)		(99)		(99)
Share-based payment expense, net of income tax benefits	$	5,197	$	2,829	$	1,918

Earnings per share impact of share based payment expense:
Basic	$	0.16	$	0.09	$	0.06
Diluted	$	0.16	$	0.09	$	0.06

The fair value of all share-based payment awards are estimated using a Black-Scholes option pricing model with the following assumptions for the fiscal years 2013, 2012 and 2011:

ASSUMPTIONS USED FOR FAIR VALUE OF STOCK OPTION GRANTS


	Fiscal Years Ended the Last Day of February,
	2013	2012	2011

Range of risk free interest rates used	0.1% - 0.9%	0.6% - 1.5%	1.2% - 1.7%
Expected dividend rate	0.0%	0.0%	0.0%
Weighted average volatility rate	51.4%	52.5%	50.0%
Range of expected volatility rates used	45.7% - 55.3%	51.4% - 65.9%	49.4% - 53.0%
Range of expected terms used (in years)	4.1 - 4.4	4.1 - 4.4	3.4

The following describes how certain assumptions affecting the estimated fair value of options or discounted employee share purchases (“share-based payments”) are determined. The risk-free interest rate is based on U.S. Treasury securities with maturities equal to the expected life of the share-based payments. The dividend yield is computed as zero because the Company has not historically paid dividends nor does it expect to do so at this time. Expected volatility is based on a weighted average of the market implied volatility and historical volatility over the expected life of the underlying share- based payments. The Company uses its historical experience to estimate the expected life of each stock-option grant and also to estimate the impact of exercise, forfeitures, termination, and holding period behavior for fair value expensing purposes.

A summary of stock option activity under all the Company’s share-based compensation plans follows:

SUMMARY OF STOCK OPTION ACTIVITY

(in thousands, except contractual term and per share data)


						Weighted
		Weighted		Weighted		Average
		Average		Average		Remaining
		Exercise		Grant Date		Contractual
		Price		Fair Value		Term	Intrinsic
	Options	(per share)		(per share)		(in years)	Value

Outstanding at March 1, 2010	2,899	$	18.13	$	6.57	4.06	$	18,742
Grants	7	23.70		8.82
Exercises	(318)	(20.93)					2,285
Forfeitures / expirations	(78)	(22.98)
Outstanding at February 28, 2011	2,510	17.64		6.40		3.05	26,054
Grants	379	32.71		13.13
Exercises	(1,907)	(16.10)					36,912
Forfeitures / expirations	(111)	(27.91)
Outstanding at February 29, 2012	871	26.26		10.31		5.78	5,570
Grants	309	34.57		14.09
Exercises	(248)	(22.88)					2,634
Forfeitures / expirations	(68)	(30.23)
Outstanding at February 28, 2013	864	$	29.89	$	11.98	6.26	$	6,209

Exercisable at February 28, 2013	175	$	25.03	$	9.46	3.77	$	2,106

A summary of non-vested stock option activity and changes under all the Company’s share-based compensation plans follows:

NON-VESTED STOCK OPTION ACTIVITY

(in thousands, except per share data)


		Weighted
		Average
		Grant Date
	Non-Vested	Fair Value
	Options	(per share)

Outstanding at March 1, 2010	684	$	8.40
Grants	7	8.82
Vested or forfeited	(195)	(8.36)
Outstanding at February 28, 2011	496	8.42
Grants	379	13.13
Vested or forfeited	(258)	(9.19)
Outstanding at February 29, 2012	617	10.99
Grants	309	14.09
Vested or forfeited	(237)	(10.29)
Outstanding at February 28, 2013	689	$	12.62

A summary of restricted stock unit activity and changes under the Company’s 2008 Stock Incentive plan follows:

SUMMARY OF RESTRICTED STOCK UNIT ACTIVITY

(in thousands, except per share data)


		Weighted
		Average
	Restricted	Grant Date
	Stock	Fair Value		Fair Value
	Units	(per share)		Outstanding

Outstanding at February 29, 2012	-	$	-	$	-
Granted	700	32.88
Vested	-	-		-
Outstanding at February 28, 2013	700	$	32.88	$	25,956

A summary of restricted stock award activity under all the Company’s share-based compensation plans follows:

SUMMARY OF RESTRICTED STOCK AWARD ACTIVITY

(in thousands, except per share data)


		Weighted
		Average
	Restricted	Grant Date
	Stock	Fair Value		Fair Value
	Awards	(per share)		Outstanding

Outstanding at February 29, 2012	-	$	-	$	-
Granted	160	35.55
Vested	-	-		-
Outstanding at February 28, 2013	160	$	35.55	$	5,920

A summary of our total unrecognized share-based compensation expense as of February 28, 2013 is as follows:

UNRECOGNIZED SHARE-BASED COMPENSATION EXPENSE

(in thousands, except weighted average expense period data)


			Weighted
			Average
	Unrecognized		Period of
	Compensation		Recognition
	Expense		(in months)

Stock options	$	5,910	36.9
Restricted Stock Units	21,918		24.0
Restricted Stock Awards	3,784		24.0
Totals	$	31,612	26.4