8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 14, 2011

HELEN OF TROY LIMITED

(Exact name of registrant as specified in its charter)

Commission File Number: 001-14669

Bermuda	74-2692550
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

CLARENDON HOUSE

CHURCH STREET

HAMILTON, BERMUDA

(Business address of registrant)

ONE HELEN OF TROY PLAZA

EL PASO, TEXAS 79912

(United States mailing address of registrant and zip code)

915-225-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure, Election or Appointment of Directors or Officers; Compensatory Arrangements of Officers.

On February 14, 2011, the Compensation Committee of Helen of Troy Limited (the “Company”) approved the First Amendment (the “Amendment”) to the Company’s Amended and Restated 1997 Cash Bonus Performance Plan (the “Cash Bonus Performance Plan”). The Cash Bonus Performance Plan was amended to provide that (a) with respect to the performance period for the Company’s fiscal year ending February 28, 2011, for the purpose of computing the bonus payable to the Company’s chief executive officer under the provisions thereof, ECO (as defined in the Cash Bonus Performance Plan) to the extent attributed to Kaz Inc. and its subsidiaries for such performance period shall be reduced by the lesser of $1,666,667 or an amount equal to the ECO of Kaz Inc. and its subsidiaries for the period beginning January 1, 2011 through and including February&nb sp;28, 2011, and (b) beginning with the performance period for the Company’s fiscal year ending February 29, 2012 and for each performance period thereafter, ECO for such performance period shall be reduced by $10 million for the purpose of computing the bonus payable to the Company’s chief executive officer under the provisions thereof.

The foregoing description of the Amendment is not a complete description of all of the parties’ rights and obligations under the Cash Bonus Performance Plan and is qualified in its entirety by reference to the Amendment that is filed with this Current Report on Form 8-K as Exhibit 10.1, and to the Cash Bonus Performance Plan that was filed as Appendix D of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on June 27, 2008, both of which are incorporated by reference herein.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit
Number	Description
10.1	First Amendment to the Helen of Troy 1997 Cash Bonus Performance Plan, dated February 14, 2011.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HELEN OF TROY LIMITED
Date: February 18, 2011	/s/ Thomas J. Benson
	Thomas J. Benson
	Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	First Amendment to the Helen of Troy 1997 Cash Bonus Performance Plan, dated February 14, 2011.

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

HELEN OF TROY

1997 CASH BONUS PERFORMANCE PLAN

This First Amendment (this “Amendment”) to the Helen of Troy 1997 Cash Bonus Performance Plan (the “Plan”) is approved by the Compensation Committee of the Board of Directors of Helen of Troy Limited on this 14th day of February 2011 and is effective as of the same date.

Article I

DEFINITIONS

All capitalized terms not defined herein shall have the meaning assigned to them in the Plan.

Article II

AMENDMENTS

Section 4.2.  The following sentence is hereby added immediately following the last sentence of Section 4.2 of the Plan:

“Notwithstanding the foregoing, (a) with respect to the Performance Period for the Year ending February 28, 2011, for the purpose of computing the Bonus payable to the CEO under the provisions hereof, ECO to the extent attributed to Kaz Inc. and its Subsidiaries for such Performance Period shall be reduced by the lesser of $1,666,667 or an amount equal to the ECO of Kaz Inc. and its Subsidiaries for the period beginning January 1, 2011 through and including February 28, 2011 and (b) beginning with the Performance Period for the Year ending February 29, 2012 and for each Performance Period thereafter, ECO for such Performance Period shall be reduced by $10 million for the purpose of computing the Bonus payable to the CEO under the provisions hereof.”

Article III

GENERAL

Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Plan, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

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