Fill and Sign the Helen of Troy Ltd Form Def 14a Received 06282018 16

ANNEX A __________ CORPORATION EMPLOYEE STOCK PURCHASE PLAN 1. Establishment of Plan. ___________________ establishes this Plan for the purpose of granting options for purchase of the Company's common stock to Employees of the Company and of any Parent or Subsidiary corporation, which the Company's Board of Directors has designated as a Participating Employer in the Plan, pursuant to the Plan herein set forth. The Compa ny intends that the Plan shall qualify, as an "employee stock purchase plan" under Code Section 423, and the Plan shall be so construed. Any term not expressly defined in the Plan but defined in the Code for purposes of Code Section 423 shall have the same definition herein. 2. Purpose. The Plan is intended to encourage stock ownership by Employees of Participating Employers, thereby stimulating their effort on behalf of Participating Employers and t heir desire to remain with Participating Employers, to provide incentive to Employees of those companie s which may be acquired by the Company and to aid the Company in competing for services of desire d personnel. 3. Definitions. A. Account. The word "Account" means the funds accumulated with respect to an individual Employee as a result of deductions from his or her pay for the purpose of purchasing St ock under the Plan. The funds allocated to an Employee's Account shall remain the property of the respective Employee at all times. B. Board. The word "Board" means the Company's Board of Directors. C. Code. The word "Code" means the Internal Revenue Code of 1986, as amended. D. Committee. The word "Committee" means the Employee Stock Purchase Committee, consisting of one or more directors or Employees of the Company or a Participa ting Employer, as from time to time designated by the Board, that administers the Plan in accordance with Section 4. E. Company. The word "Company" means __________ Corporation. F. Effective Date. The term "Effective Date" means the effective date of the Plan on __________ __, _____. G. Employee. The word "Employee" means any person, including any officer or director, who has been employed by a Participating Employer for at least one (1) year and whose customary weekly employment with the Participating Employer is at least twe nty (20) hours. Notwithstanding the foregoing, any person, including any officer or director, who is employed by a Participating Employer on the Effective Date and whose customary weekly employment with the Participating Employer is at least twenty (20) hours shall be considered an "Employee" on the Effective Date. H. Fair Market Value. The term "Fair Market Value" means the value of Stock under the Plan, determined in accordance with Section 9. I. Parent. The term "Parent" means, as defined in Code Section 424 (e), any corporation, other than the Company, in an unbroken chain of corporations ending with the Company, if at the time of the granting of an option under the Plan, each of the corporations other than the Company own stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. J. Participant. The word "Participant" means an eligible Employee electing to participate in the Plan.K. Participating Employer. The term "Participating Employer" means the Company and any Parent or Subsidiary corporation which the Board has authorized to participate in t he Plan as to its Employees. L. Regular Compensation. The term "Regular Compensation" means base compensation excluding all amounts of overtime, standby payments, profit-sharing payments, commissions, bonuses or any items appearing on a payroll designated by management as a special payroll.M. Stock. The term "Stock" means the Company's no par value common stock. N. Subsidiary. The word "Subsidiary" means, as defined in Code Section 424 (f), any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if, at the time of the granting of an option under the Plan, each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total com bined voting power of all classes of stock of one of the other corporations in such chain. O. Plan. The word "Plan" means the REN Corporation-USA Employee Stock Purchase Plan, as set forth herein and as amended from time to time.4. Administration. The Plan shall be interpreted and administered by the Committe e on behalf of all Participating Employers. The Committee shall select its own chairman. All decisions of the Committee shall be made by a majority of its members. Any written decision si gned by a majority of members shall be fully effective. Committee decisions interpreting and administ ering the Plan shall be binding and conclusive upon Participating Employers, Participants and all other persons unless a ltered by the Board. No member of the Board or the Committee shall be liable for any act ion taken or decision made by him in good faith with respect to the Plan or any option granted under it. 5. Duration and Phases of the Plan. The effective date of the Plan is __________ __, _____, subject to ratification of the Plan by the holders of a majority of all the share s of Stock which are voted in person or by proxy at a duly held stockholders' meeting. The Plan shall terminate upon issua nce of all shares authorized to be issued under the Plan. The Plan shall be carried out in phase s of consecutive six (6) month periods with the first beginning on __________ __, _____. 6. Eligibility and Participation. All Employees of a Participating Employer are eligible to participate in the Plan. Participation is voluntary. To become a Participant, an Employee must complete an authorization form for a payroll deduction provided by the Committee and deliver i t to the Committee at least two pay days prior to the beginning of a phase on __________ __ or __________ __. Payroll deductions shall commence on the Participant's first pay day after the next __________ __ or __________ __ following delivery of the completed payroll deduction authorization form to the Committee, and shall continue from phase to phase until altered or terminated as provided in Sections 7 and 11. 7. Payroll Deductions. A. Percentage of Compensation. Each Employee electing to participate in the Plan shall indicate on the payroll deduction form the percentage of his regular compensation to be withheld. At no time can such percentage be greater than 10% or less than 3%. B. Accounts. Payroll deductions from a Participant shall be credited to his Account under the Plan. Amounts shall remain in a Participant's Account (and shall be carried forward from phase to phase) until used to purchase shares pursuant to Section 10 hereof or paid out pursuant to Secti on 10 or 11. A Participant may not make separate cash payments into his Account under the Pl an. No interest or earnings on the Account will be credited to any Participant. Compensation deductions rec eived or held by the Committee under the Plan shall be used only for the purposes specified in the Plan. C. Changes to Payroll Deduction Authorization. The percentage of payroll deductions may be changed by a Participant once each phase by delivery of a new payroll deducti on authorization form to the Committee. The change shall become effective as of the first payrol l period after the fourteen (14)-day period following delivery of the authorization form to the Committee, and shall continue from phase to phase until again altered pursuant to this Section 7(C) or t erminated pursuant to Section l. 8. Grant of Options. A. Number of Shares Optioned. On the first business day in each phase, each Participant (including, subject to Section 11(C), those on leaves of absence) shall be granted an option to purchase a fixed number of full shares of the Stock (rounded up) determined as follows: [1] there shall be an assumed amount of deduction for the phase computed by assuming a rate of deduction equal to 10% (the maximum payroll deduction allowed) on a rat e of compensation for the period equal to 125% of the rate of his regular compensation in effe ct on the first business day of the phase; and [2] the amount computed above shall be divided by a number equal to 85% of the Fair Market Value of a share of the Stock on such day (rounded up to the next whole dime). B. Limitation on Amount of Grant. Notwithstanding the foregoing, no Employee shall be granted an option under the Plan to the extent that such option would permit such Empl oyee rights to purchase stock under the Plan and all employee stock purchase plans of the Company and i ts Parent and Subsidiary corporations (if any) to accrue at a rate which exceeds $25,000 of the fair m arket value of such stock (determined at the time such option is granted) for each calendar year in which such option is outstanding at any time. This section shall be applied by use of all rules a nd definitions of terms which are applicable for purposes of Code Section 423 (b) (8), it being the intent that this sect ion shall cause the Plan to comply with the requirements of such section of the Code. C. 5% Shareholders. Anything herein to the contrary notwithstanding, no Employee shall be granted an option under the Plan if such Employee would own, immediately aft er the grant of such option, stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Parent or Subsidiary corporation. The rules of C ode Section 424(d) shall apply in determining stock ownership and stock which the Employee may purchase under outstanding options shall be treated as stock owned by the Employee. D. Option Price. The option price per share shall be 85% of the lower of the Fair Market Value per share of the Stock on the first or last business day in such phase (rounded up to the next whole dime). 9. Fair Market Value of Stock. A. Method of Determining Value. For purposes of the Plan, the Fair Market Value per share of Stock as of any day shall be computed as follows: [1] If the Stock is listed on any national securities exchange on such day, the mean between the highest and lowest reported sale prices per share of the Stock on such day. [2] If not listed on such day, but the bid and asked prices therefor on the over-the-counter market shall be reported by the National Association of Securities De alers or any similar organization for such day, and published in the __________ edition of The Wall Street Journal, the average of the bid and asked prices per share as reported in the Journal for such day. [3] If neither [1] or [2] is applicable, then as determined by the Board using a method selected by it which is acceptable under applicable Treasury regulations then in effect. B. Business Day. The first or last "business day" in any phase shall mean the first or last day in such phase on which any national securities exchange is open if the Stock is then listed on such exchange, or (if not listed) the first or last day in such phase when the over-the-counter market is open. 10. Exercise of Options. A. Date of Exercise. Unless a Participant gives written notice to the Committe e as provided in Section 10(B), his option for each phase is deemed exercised automatically by him at the close of the last business day in such phase for as many full shares of Stock as can be purc hased with funds in his Account on such date (but not to exceed the number of shares subject to his option). B. Participant Notice to Change Amount of Exercise. By delivering a written notice to the Committee at least thirty (30) days prior to the last day of a phase, a Participant may decide not to exercise his option for that phase or to exercise such option for some lesser number of shares. If more than one written notice is delivered by a Participant, the last notice shall control. C. Disposition of Account. Funds in a Participant's Account will be used to pay the option price upon exercise of his option, and within forty-five (45) days after the end of any phase t he Company shall deliver to each Participant certificates representing any Stock purcha sed. Any amount in a Participant's Account at the end of any phase will be carried forward in his Acc ount for the next phase unless within fifteen (15) days after the end of the phase, the Participant gives writ ten notice asking that such amount be paid to him, in which event it will be paid to him (without interest). D. Lapse of Options. All unexercised options shall lapse at the end of each phase. 11. Termination of Participation. A. Termination by Participant. A Participant may at any time terminate his participation by giving written notice of such termination to the Committee electing to either: [1] leave any funds in his Account in which event his option will be deemed exercised at the end of the then current phase pursuant to Section 10(A) and any amounts remaining after such exercise will be paid to him (without interest); or [2] Receive any funds in his Account. Any Participant who changes his payroll deduction authorization to zero pursuant to Section 7(C) shall be deemed to have terminated his participation in the Pla n and will be deemed to have elected a disposition of his Account in accordance with Section 11 (A) [1] unless he notifies the Committee in writing before the end of the phase that he elects to receive the funds in his Account. . Upon termination of participation, all further payroll deductions from such Participant shall cease and all amounts in his Account which are not used to purchase Stock sha ll be paid to him (without interest) as soon as administratively practicable. B. Change in Employee Status. If, on or before the last business day in any phase, a Participant's status as an Employee of a Participating Employer shall terminat e for any reason, including death, disability, resignation, retirement or dismissal of such Employee, his participation and any outstanding options shall lapse in full on the day his or her status as an Employee ceases. Upon lapse, all further payroll deductions from such Participant shall cease, and all a mounts credited to his Account and not used to purchase Stock shall be paid to him (without interest) as soon a s administratively practicable following such lapse. C. Leaves of Absence. The employment relationship of an Employee with a Participating Employer will be treated as continuing intact while an Employe e is on military, sick leave or other bona fide leave of absence for a period not to exceed ninety (90) days, or for a longe r period, provided that such Employee's right to reemployment with the Participating Company i s guaranteed either by statute or by contract. Where the period of leave exceeds ninety (90) days and where the Employee's right to reemployment is not guaranteed either by statute or contract, the employment relationship will be deemed to have terminated on the ____ day of such leave. D. Limitation on Withdrawals From Account. A Participant may not withdraw any amount in his Account except pursuant to Sections 10(C), 11(A) or 12(B). E. Reinstatement of Participation. A Participant whose participation in the Pl an terminates may not elect to participate in the Plan again until the next __________ __ or __________ __ following the six (6) month period after the date his participation in the Plan terminates. 12. Stock Reserved for Plan. A. Number and Type of Shares. A total of 400,000 shares of Stock, which may consist of authorized but unissued shares or treasury shares or both, are reserved for issuance upon the exercise of options to be granted under the Plan, subject to adjustment upon changes in capitaliz ation of the Company as provided in Section 12 (C). If any option shall lapse or terminate for any reason as to any shares, such shares of Stock shall again become available under the Plan. B. Proration of Available Shares. Notwithstanding anything herein to the contrary, if the total number of shares which would otherwise have been acquired under the Plan on any date exceeds the number of shares of Stock then available under .the Plan, then the number of shares i ssuable upon exercise of each such option shall be reduced to a number (rounded down to the nearest whole number) which bears the same ratio to the number of remaining shares as the number of shares for which such option was exercisable under Section 10(A) bears to the total number of shares for whic h all such options were exercisable under Section 10(A). The payroll deductions to be made pursuant to the Participant authorizations shall be reduced accordingly and the Committee shal l give written notice of such reduction to each Participant affected thereby. Any payroll deductions in a Part icipant's Account not used to purchase Stock shall be paid (without interest) to such Participant. C. Adjustment Provision. If there is any change in the number of outstanding shares of Stock by reason of any stock dividend, stock split-up or similar transaction, the number of share s then remaining available for issuance hereunder and the number of shares subject to any outsta nding options hereunder shall be correspondingly changed, without change in the aggregate purchase price to be paid upon exercise of any such option. Additionally, equitable adjustments shall be made in options granted hereunder so as to reflect any other changes in the Stock, including changes resulting from a combination of outstanding shares or other recapitalization, reorganization, sale, merger or consolidation. D. Delivery of Shares. No person shall have any interest in, or rights of a shareholder to, any shares of Stock covered by any option granted hereunder unless and until such option has been exercised and such shares have been issued to such person pursuant to such exercise. Stock to be delivered to a Participant pursuant to his exercise of an option hereunder shall be issue d in the name of such Participant, or, if such Participant so directs by written notice delivered to the Committee, in the names of such Participant and one other person designated in such notice, as joint te nants with rights of survivorship, to the extent permitted by applicable law. E. Restrictive Legends. [1] Failure to Satisfy Holding Period Requirements. Certificates representing shares of Stock issued pursuant to the Plan shall bear a restrictive legend stating that the shares represented thereby may not be transferred before the expiration of two (2) years from the da te of grant, unless the Participant notifies the Committee of his or her intention t o dispose of the shares. Upon receipt of such notice by the Committee, the Participant is free to dispose of such shares. [2] Insiders. Certificates representing shares of Stock issued pursuant to the Plan to any director or executive officer of the Company or a Participating Employer wit hin the meaning of Section 16 of the Securities and Exchange Act of 1934 shall bear a restricti ve legend stating that the shares represented thereby may not be transferred before the expirat ion of six (6) months from the date of the issuance of shares of Stock to the Participant. [3] Other Legends. The Company shall be entitled to place any other legends on certificates for shares of Stock issued hereunder which it deems appropriate to effectua te the terms of the Plan or to comply with any applicable law. 13. Transferability. No option granted hereunder may be assigned, transferred, pledged, or otherwise disposed of in any way by a Participant except as provided in Section 14, and such opti on is exercisable during the Participant's lifetime only by the Participant. Any such atte mpted assignment, transfer, pledge, or other disposition shall be without effect. No Stock purchased by exercise of a Participant's option hereunder, and no payroll deductions credited to a Participant's Account, sha ll be delivered to or in the name of any person other than Participant, except as expressly provi ded for in Sections 12(D) or 14 hereof. 14. Designation of Beneficiaries. A Participant may deliver to the Committee a written designation (on a prescribed form) of a beneficiary or beneficiaries who are to receive any Stock and cash payable to such Participant hereunder but not delivered to him because of his deat h prior to such delivery. Such designation may be changed or revoked by delivery of written notice to the Committee. Upon the death of a Participant and upon receipt by the Committee of proof deemed adequa te by it of the identity and existence of a beneficiary or beneficiaries validly designate d by such Participant hereunder, the Company shall issue and deliver such Stock and pay such cash to such benefi ciary or beneficiaries. In the absence of the Company's receipt of such proof, or if the Participant fa ils to designate any beneficiary who is living at the time of the Participant's deat h, the Company shall issue and deliver such Stock and pay such cash to the executor or administrator of the estate of such Participant, or if no such executor or administrator has been appointed (to the knowledge of the Commit- tee), the Company, if and as the Committee may direct in its discretion, sha ll issue and deliver such Stock and pay such cash to the spouse and/or any one or more dependents or relatives of such Participant, or if no such spouse, dependent or relative is known to the Committee, then to such other person or persons as the Committee may designate in its discretion. No effect shall be given under the Plan to any disposition of such Stock and cash under any wil l or other testamentary disposition made by such Participant, or under the provisions of law c oncerning intestacy, or otherwise. 15. Amendment and Termination. The Plan may be amended by the Board, but no more frequently than once every six (6) months other than amendments made to comply with the Internal Revenue Code. The Plan may be terminated by the Board at any time. Any am endment of the Plan will require approval by the Company's stockholders within twelve (12) months after such amendment's adoption by the Board if it would increase the total number of shares of Stock availabl e for issuance under the Plan, or would change the class of corporations eligible to become Participat ing Employers or the class of persons eligible to receive options under the Plan. Such stockholder approval shal l mean approval by holders of a majority of all the shares of the Stock which are voted in person or by proxy at a duly held stockholders' meeting. No such amendment may be adopted which would adversely a ffect any rights acquired by any person hereunder prior to the effective date of such amendment, unle ss such amendment is necessary in order for the Company to obtain a ruling it may request from the Internal Revenue Service with respect to the Plan, or necessary for the plan to conform to the requirements of Code Section 423 or to the requirements of any regulations, rulings or court decisions thereunder or any other applicable law. 16. Notices. Any notice or other communication by any person to the Committee shal l be deemed to have been duly given when actually received by a member of the Committee, or when actually received by the Company addressed as follows: ____________________ ____________________________________________________________ Any notice or other communication or any delivery of Stock or cash to any person (other than t he Committee) under or in connection with the Plan shall be deemed to have been duly given or made when deposited in the United States mails, postage prepaid, addressed to such person at the address last shown for such person in the records of the Committee or any Participating Employer. 17. Tax Withholding. The Participating Employer shall have the right to withhold from each Participant's compensation an amount equal to all federal, state and local taxes which the Participating Employer is required by law to withhold as a result of the Employee's participati on in the Plan or disposition of shares of Stock issued under the Plan. 18. Nonguarantee of Employment. No provision of the Plan shall be construed as giving any person any right he would not otherwise have to become or remain an Employee of a Partic ipating Employer, or any other right not expressly created by such provision. 19. Governing Law. The Plan shall be governed by the laws of __________ and any applicable federal laws. Dated this day of __________, _____. ____________________ ____________________ By: Title: ATTEST: