Share-Based Compensation Plans

9 Months Ended

Nov. 30, 2011

Share-Based Compensation Plans

Share-Based Compensation Plans

Note 17 – Share-Based Compensation Plans

We have options outstanding under two expired and two active share-based compensation plans.  The Company recorded share-based compensation expense in SG&A for the three- and nine-month periods ended November 30, 2011 and 2010, respectively, as follows:

SHARE-BASED PAYMENT EXPENSE

(in thousands, except per share data)

	Three Months Ended November 30,						Nine Months Ended November 30,
	2011			2010			2011			2010
Stock options	$	537		$	402		$	1,541		$	1,218
Restricted stock grants	531			-			531			258
Employee stock purchase plan	-			-			159			71
Share-based payment expense	1,068			402			2,231			1,547
Less income tax benefits	(24		)	(25		)	(76		)	(75		)
Share-based payment expense, net of income tax benefits	$	1,044		$	377		$	2,155		$	1,472
Earnings per share impact of share-based payment expense:
Basic	$	0.03		$	0.01		$	0.07		$	0.05
Diluted	$	0.03		$	0.01		$	0.07		$	0.05

The fair value of the options granted during the last nine months were estimated using the Black-Scholes option pricing model to estimate fair values over four and five year vesting terms.  The weighted average grant date fair value for all such grants was approximately $13.07.  The following assumptions were used for the four and five year grants: expected lives ranging from of 4.05 and 4.35 years; risk free interest rates ranging from 0.97 to 1.51 percent; zero dividend yield; and expected volatilities ranging from 51.44 to 65.86 percent.

A summary of option activity as of November 30, 2011, and changes during the nine months then ended is as 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	Aggregate
			Price			Fair Value		Term	Intrinsic
	Options		(per share)			(per share)		(in years)	Value
Outstanding at February 28, 2011	2,510		$	17.64		$	6.40	3.05	$	26,054
Granted	369		32.73
Exercised	(1,801	)	(15.58		)				36,031
Forfeited / expired	(81	)	(28.06		)
Outstanding at November 30, 2011	997		$	26.10		$	10.09	5.81	$	4,821
Exercisable at November 30, 2011	341		$	24.28		$	8.65	3.72	$	1,954

At the Company’s Annual General Meeting of Shareholders, held on October 11, 2011, the Company’s shareholders approved certain amendments to the Helen of Troy Limited 2008 Stock Incentive Plan.  The most significant of these amendments consisted of (1) increasing 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 from 750,000 shares to 3,750,000 shares, (2) permitting Gerald J. Rubin, the Company’s Chairman of the Board, Chief Executive Officer and President, to participate in the plan, and (3) increasing 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.

On October 24, 2011, the Company granted 18,000 shares of restricted stock under the Helen of Troy Limited 2008 Non-Employee Directors Stock Incentive Plan to certain board members having a fair value at the date of the grant of $29.48 per share.  A summary of restricted stock share activity under the plan follows:

SUMMARY OF 2008 DIRECTORS’ PLAN RESTRICTED SHARE ACTIVITY

(in thousands, except per share data)

		Weighted
		Average
		Grant Date
	Restricted	Fair Value		Total
	Shares	(per share)		Value
Outstanding at February 28, 2011	20	22.14		434
Grants	18	29.48		531
Outstanding at November 30, 2011	38	$	25.65	$	965