Unassociated Document

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2007

The following table sets forth certain information with respect to outstanding equity awards at February 28, 2007 with respect to our named executive officers.

Outstanding Equity Awards at Fiscal Year-End 2007
	Option Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexerciseable		Option Exercise Price ($)		Expiration Date (1)
Gerald J. Rubin (2)		1,000,000			-		15.94		8/26/07
		500,000			-		17.63		1/29/09
		500,000			-		13.47		2/26/09
		250,000			-		15.78		5/28/09
		250,000			-		14.47		8/31/09
		250,000			-		10.63		11/30/09
		250,000			-		7.09		3/1/10
		250,000			-		9.17		5/31/11
		250,000			-		12.53		8/31/11
		250,000			-		10.75		11/30/11
		250,000			-		12.63		2/28/12
		250,000			-		13.03		5/31/12
		250,000			-		11.84		8/31/12
		250,000			-		10.08		11/30/12
		250,000			-		13.13		2/28/13
		250,000			-		14.94		5/31/13
		250,000			-		21.47		8/31/13
		125,000			-		22.81		11/30/13
Thomas J. Benson		56,883	(3)		-		21.21		8/22/13
		750			6,750		18.00		11/25/15
Vincent D. Carson		10,000			-		10.71		11/1/11
		3,500			1,500		14.02		11/1/12
		5,000	(4)		-		23.38		12/1/13
		400			3,600		18.00		11/25/15

(1)	All options listed in this table have a ten year term from the date of grant.

(2)	Mr. Rubin’s stock options are 100% vested.

(3)	Mr. Benson’s options were granted with original vesting terms over a five year period at the graduated rate per year of 10%, 15%, 20%, 25%, and 30%. However on February 24, 2006, 31,285 shares, then unvested, having an exercise price of $21.21 became 100% vested as discussed further below.

(4)	Mr. Carson’s options were granted with original vesting terms over a five year period at the graduated rate per year of 10%, 15%, 20%, 25%, and 30%. However on February 24, 2006, 2,750 shares, then unvested, having an exercise price of $23.38 became 100% vested as discussed further below.

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On February 24, 2006, the Compensation Committee of the Company’s Board of Directors approved the immediate acceleration of vesting on 285,217 of unvested and "out-of-the-money" stock options previously awarded to officers and employees with option exercise prices greater than $19.65 per share (the closing price per share of the Company’s Common Stock on NASDAQ on that date), including certain options issued to Mr. Benson and Mr. Carson as discussed above. Except for the acceleration of vesting, all such affected stock options continued to be governed by their respective original terms and conditions. The Company took this action in order to reduce the future compensation expense associated with unvested stock options following the adoption of SFAS No.123(R) beginning with the first quarter of fiscal 2007.

OPTION EXERCISES IN FISCAL YEAR 2007

Option Exercises in Fiscal Year 2007
	Option Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)
Gerald J. Rubin		-		-
Thomas J. Benson		-		-
Vincent D. Carson		-		-
Christopher L. Carameros (1)		134,586		1,083,949

(1) Mr. Carameros served as Executive Vice President until August 31, 2006, the effective date of his resignation from the Company.

EMPLOYMENT CONTRACT FOR CHAIRMAN OF THE BOARD,

CHIEF EXECUTIVE OFFICER AND PRESIDENT

Under Mr. Rubin's employment agreement, Mr. Rubin serves as the Company’s Chief Executive Officer. The term of Mr. Rubin's employment agreement is three years and automatically renews daily for a three-year term. Mr. Rubin receives an annual base salary of $600,000 and is eligible to receive an annual cash bonus payable in accordance with the Company’s 1997 Cash Bonus Performance Plan.

The formula for calculating the annual cash bonus for Mr. Rubin was submitted to the Company’s shareholders for approval in 2003. The annual cash bonus to Mr. Rubin is payable based on the earnings achieved by the Company in any applicable fiscal year according to the following scale:

Amount Of Bonus Payable As A Percent Of Earnings		Amount Of Earnings Pre-Tax Achieved By The Company In The Applicable Fiscal Year
5%	$	- 0 -	to	$	30,000,000
6%	$	30,000,001	to	$	40,000,000
7%	$	40,000,001	to	$	50,000,000
8%	$	50,000,001	to	$	60,000,000
9%	$	60,000,001	to	$	70,000,000
10%	$	70,000,001	or more

For the purposes of the bonus calculation, “earnings” means the sum of the consolidated earnings from continuing operations before giving effect to Mr. Rubin’s bonus and all income taxes of the Company and its subsidiaries, minus extraordinary income, plus extraordinary expenses, minus capital gains, and plus capital losses. All components of the calculation are required to be determined in accordance with accounting principles generally accepted in the United States. The base salary paid to Mr. Rubin in the fiscal year then reduces the amount of the incentive bonus calculated above. Mr. Rubin’s incentive bonus for any fiscal year cannot exceed $15,000,000. In fiscal 2007, Mr. Rubin received an annual cash bonus of $4,110,639.

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Under the terms of his employment agreement, Mr. Rubin was entitled to receive options to purchase 125,000 shares of Common Stock on the last business day of each of the Company’s fiscal quarters and such options are immediately vested, assuming there are options available under the Company’s plans. In the fourth quarter of fiscal 2004, Mr. Rubin declined receipt of the balance of available options remaining in the 1998 Stock Option and Restricted Stock Plan totaling 67,011 shares so that these options could be used during the remainder of fiscal 2005 to reward selected members of the Company’s management and certain new management hires with an equity ownership interest in the Company. In connection with the amendment to our 1998 Stock Option and Restricted Stock Plan approved by our shareholders at our 2005 annual general meeting, the plan was amended to increase the amount available under the plan by 750,000 shares of Common Stock and to provide that Mr. Rubin was not entitled to receive grants of any additional options under the plan. Mr. Rubin received no stock options in fiscal years 2007, 2006 and 2005 and there are no stock options currently available to him under the Company's stock option plans.

Mr. Rubin's employment agreement also provides that the Company must pay or reimburse Mr. Rubin for reasonable travel and other expenses incurred by him in performing his obligations under his employment agreement, including travel expenses incurred by his spouse if she travels with him while he performs his obligations under the employment agreement. Under the employment agreement, the Company will also reimburse Mr. Rubin for any taxes incurred by him with respect to these payments.

If Mr. Rubin’s employment with the Company is terminated by an occurrence other than death, disability or good cause, he will receive payments, each in an amount equal to his monthly rate of basic compensation, which shall commence on the date of termination and shall continue until the date the employment contract would have expired but for said occurrence. Mr. Rubin would also receive payments, payable annually after the close of each fiscal year of the Company, each in an amount of incentive compensation and bonuses that would otherwise have been payable to him if he had continued in the employ of the Company for the same period, provided, however, the incentive compensation and bonus payable with respect to any fiscal year shall not be less than the highest annual incentive compensation and bonus award made to Mr. Rubin with respect to the Company’s most recent three fiscal years ending prior to the date of termination.

Upon the occurrence of a change in control of the Company, Mr. Rubin may elect to terminate his employment with the Company, and upon such termination he would receive a present-value lump sum payment of that amount due to him as basic compensation if his employment contract had continued until the date the employment contract would have expired but for said occurrence. In the event of a change in control, Mr. Rubin will also receive a lump sum payment in an amount equal to the amount of incentive compensation and bonuses that would otherwise have been payable to him under the employment agreement. Such lump sum payment shall be calculated using Mr. Rubin’s highest incentive compensation and bonuses payable with respect to the Company’s most recent three fiscal years ending prior to the date of the termination, with present value calculated using the applicable federal rate for the date of the termination of employment. His employment agreement was amended in April 2005 to provide that upon termination in no event will the severance payments to Mr. Rubin exceed 2.99 times his base amount, as defined in Section 280G of the Code.

If Mr. Rubin’s employment is terminated by an occurrence other than by death, disability or good cause, including upon a change in control, Mr. Rubin will also receive: (1) all amounts earned, accrued or owing but not yet paid to him, (2) immediate vesting of all options granted to him, (3) removal of all restrictions on restricted stock awarded to him and immediate vesting of the rights to such stock, if any, (4) medical benefits for him and his wife for life and (5) paid premiums of his life insurance policies, required under his employment agreement. At February 28, 2007, Mr. Rubin did not own any restricted stock or options that were not already vested. Mr. Rubin will also continue to participate in all employee benefits plans, programs or arrangements available to Company executives in which he was participating on the date of termination until the date the employment agreement would have expired but for said occurrence or, if earlier, until he receives equivalent benefits and coverage by another employer.

In the event of Mr. Rubin’s death, all unpaid benefits under his employment agreement are payable to his estate. Mr. Rubin’s employment agreement grants him the right to elect a cash payment of the remainder of his contract in the event of a merger, consolidation or transfer of all or substantially all of the Company’s assets to any unaffiliated company or other person.

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Stock Option and Restricted Stock Plan

The 1998 Stock Option and Restricted Stock Plan (“1998 Plan”) was approved by the Company's shareholders at the 1998 annual general meeting. The purpose of the 1998 Plan is (1) to offer selected employees of the Company or its subsidiaries an equity ownership interest in the financial success of the Company, (2) to provide the Company an opportunity to attract and retain the best available personnel for positions of substantial responsibility and (3) to encourage equity participation in the Company by eligible participants.

The Compensation Committee administers the 1998 Plan. Under the 1998 Plan, the Compensation Committee may grant incentive stock options, non-qualified options and restricted stock to our named executive officers, other than our Chief Executive Officer, and to other employees. The number and the nature of equity awards granted to each eligible employee is made on a discretionary rather than formula basis by the Compensation Committee with the recommendation of the Chief Executive Officer. The exercise price for any option granted under the 1998 Plan is at a price as the committee may determine, but cannot be less than the average of the highest and lowest sale price of our Common Stock on NASDAQ on the date of the grant. Any award granted under the 1998 Plan is exercisable or vests at such times, under such conditions and in such amounts and during such period or periods as the Compensation Committee determines on the date the award is granted.

The maximum number of shares the Compensation Committee may issue under the 1998 Plan in each fiscal year is 250,000 shares, but any shares of restricted stock that may be granted under the plan will reduce the number of shares available for grant by three shares for each share of restricted stock granted. In the event that in any fiscal year less than 250,000 shares are granted, then the amount of shares that can be granted in any future fiscal year is increased by the excess of 250,000 over the amount of shares actually granted in such year until the excess number of shares have been granted. In addition, shares available for grant as a result of cancellation or termination of previously granted awards shall also be available for grant in any fiscal year until such shares have been granted. Historically, the Compensation Committee has only granted stock options under the plan, but the committee may in the future elect to grant restricted stock. As of February 28, 2007, 478,886 shares remain available for issuance under the 1998 Plan. The 1998 Plan terminates in August 2008.

Recipients of stock option awards may exercise their options at any time after they vest and before they expire, except that no awards may be exercised after ten years from the date of grant. Awards are generally not transferable by the recipient during the recipient's life. Awards granted under the plan are evidenced by either an agreement that is signed by us and the recipient or a confirming memorandum issued by us to the recipient setting forth the terms and conditions of the awards. Award recipients and beneficiaries of award recipients have no right, title or interest in or to any shares subject to any award or to any rights as a shareholder, unless and until shares are actually issued to the recipient.

According to the terms of the 1998 Plan, any unvested options immediately vest upon death, disability, or a change in control (as defined in the 1998 Plan) of the Company. In addition, if a participant's employment with the Company is terminated, any exercisable options held by that employee may be exercised for a period of:

·	for both incentive stock options (“ISO’s”) and nonstatutory options (“NSO’s”), up to twelve months if the termination of employment was due to the employee's death or disability;

·	for ISO’s, up to ninety days, where the employee is terminated without cause;

·	for NSO’s, up to six months, where the employee is terminated without cause; or

·	up to thirty days, if the termination of employment was for any other reason.

The 1998 Plan requires participants to comply with specified confidentiality and non-competition provisions. If the participant violates these provisions, then the participant may be required to forfeit his or her rights and benefits under the 1998 Plan, return to the Company any unexercised options, forfeit the rights under any awards of restricted stock and return any shares held by the participant received upon exercise of any option or the lapse of restrictions relating to restricted stock.

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Employee Stock Purchase Plan

Our 1998 Employee Stock Purchase Plan (the “Stock Purchase Plan”) was approved by the Company's shareholders at the 1998 annual general meeting. It is the intention of the Company that this plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Code.

The Stock Purchase Plan allows full-time employees of the Company or certain of its subsidiaries to purchase shares of Common Stock with accumulated payroll deductions. Employees may authorize payroll deductions of up to 15% of their compensation, which is accumulated over an option period and then used to purchase Common Stock. Option periods end in July and January of each fiscal year. The purchase price is 85% of the average of the highest and lowest sale prices of the Common Stock on NASDAQ on either the first day or last day of each option period, whichever is less. Employees may suspend or discontinue their participation in the plan at any time.

As of February 28, 2007, 307,386 shares remain available for issuance under the Stock Purchase Plan. The Stock Purchase Plan terminates in July 2008.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The information below describes certain compensation that would be paid under Mr. Rubin’s employment agreement in the event of a termination of his employment with the Company and/or change in control of the Company. The amounts shown in the table below assume that such a termination of employment and/or change in control occurred on February 28, 2007 and thus includes amounts earned through such time and are estimates of the amounts which would be paid out to Mr. Rubin upon his termination and/or a change in control (based upon his compensation and service levels as of such date and the closing price of the Common Stock on February 28, 2007 of $23.16). The actual amounts to be paid out can only be determined at the time of a change in control and/or termination of employment with the Company. For further information regarding the terms of Mr. Rubin’s employment agreement, see "Employment Contract for Chairman of the Board, Chief Executive Officer and President."

Chief Executive Officer - Gerald J. Rubin

Triggering Event	Compensation Component		Payout($)

Death	·	$5,000,000 life insurance benefit	4,440,861
	·	Any accrued payroll to date of death (1)	-
	·	Any accrued incentive compensation prorated to date of death (2)	4,110,639
	·	Medical benefits for Mr. Rubin's Spouse for her life (3)	291,452
	Total		8,842,952

Disability (9)	·	Short-term and long-term disability benefits (4)	11,596
	·	Any accrued payroll to date of termination (1)	-
	·	Any accrued incentive compensation prorated to date of termination (2)	4,110,639
	·	Company payment of premiums on $5,000,000 life insurance policy (5)	528,118
	·	Medical benefits for Mr. Rubin and his spouse for life (6)	460,091
	·	Continued participation in employee benefit plans in which Mr. Rubin
		was participating through the end of the fiscal year of termination,
		or payment of the after-tax economic equivalent of any such plans (7)	4,615
	Total		5,115,059

Termination With Cause (9)	·	Any accrued payroll to date of termination (1)	-
	·	Any accrued incentive compensation prorated to date of termination (2)	4,110,639
	Total		4,110,639

Voluntary Termination (9)	·	Any accrued payroll to date of termination (1)	-
	·	Any accrued incentive compensation prorated to date of termination (2)	4,110,639
	·	Medical benefits for Mr. Rubin and his spouse for life (6)	460,091
	Total		4,570,730

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Chief Executive Officer - Gerald J. Rubin (Continued)

Triggering Event	Compensation Component		Payout($)

Termination Without Cause	·	Three years of annual base salary, paid monthly	1,800,000
by the Company or For Good	·	Three years of annual incentive compensation and cash bonuses,
Reason by the Employee (9)		as computed per existing agreement, but never less than the
		highest annual incentive compensation and cash bonus paid
		in the latest three fiscal years prior to termination, paid annually
		after the close of each fiscal year, at a date consistent with previous
		year's payments (usually 75 days after year-end)	27,962,055
	·	Any accrued payroll to date of termination (1)	-
	·	Any accrued incentive compensation prorated to date of termination (2)	4,110,639
	·	Company payment of premiums on $5,000,000 life insurance policy (5)	528,118
	·	Medical benefits for Mr. Rubin and his spouse for life (6)	460,091
	·	Continued participation in employee benefit plans in which Mr. Rubin
		was participating through the earlier of three years from the date of
		termination, or on the date he receives equivalent benefits under
		similar plans provided by a subsequent employer; or payment of
		the after-tax economic equivalent of any such plans (8)	30,462
	Total		34,891,365

Change in Control -	·	Three years of annual base salary, paid as a lump sum (computed on
Termination Without		the present value basis defined by the terms of the agreement).	1,643,487
Cause by the Company	·	Three years of annual incentive compensation and cash bonuses,
or Constructive		computed using the highest annual incentive compensation and
Termination (9)		cash bonus paid in the latest three fiscal years prior to termination,
		paid as a lump sum (computed on the present value basis defined
		by the terms of the agreement).	25,530,701
	·	Any accrued payroll to date of termination (1)	-
	·	Any accrued incentive compensation prorated to date of termination (2)	4,110,639
	·	Company payment of premiums on $5,000,000 life insurance policy (5)	528,118
	·	Medical benefits for Mr. Rubin and his spouse for life (6)	460,091
	·	Continued participation in employee benefit plans in which Mr. Rubin
		was participating through the earlier of three years from the date of
		termination, or on the date he receives equivalent benefits under
		similar plans provided by a subsequent employer; or payment of
		the after-tax economic equivalent of any such plans (8)	30,462
	Total		32,303,498

(1)	Accrued wages due were estimated using actual amounts that would have been payable had termination occurred at February 28, 2007.

(2)	Accrued incentive compensation due used actual amounts that would have been payable had termination occurred at February 28, 2007. The amount due is the annual cash bonus for fiscal 2007, which would normally be paid in May of the following fiscal year.

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(3)

Medical benefits were estimated using the actuarial present value of the accumulated cost of medical insurance premiums plus an estimate of expenses not covered by insurance (estimated as the projected value of deductibles and insurance co-payments the insured’s would normally be responsible for). Key assumptions used in this computation were:

•	Current annual premium cost (one individual) - $6,250

•	Additional medical payments not covered by insurance, including deductibles and co-payments - $3,500

•	Expected annual medical insurance cost inflation - 8.0%

•	Mortality of the executive's wife - 21.7 years from the date of termination

•	Risk free discount rate - 5.00%

(4)

Mr. Rubin’s disability benefit is comprised of three components: group short-term disability, group long-term disability, and supplemental long-term disability. Group short-term disability provides ten weeks of benefits. Group long-term disability provides benefits to age 65, after a 90 day waiting period. Suppletmental long-term disability will pay benefits after a 360 day waiting period for up to two years after age 65. The computation of total benefits upon disability at February 28, 2007 presumes Mr. Rubin would avail himself of the maximum allowed payouts under each of the plans, which would require the Company to pay additional premiums on his supplemental long-term disability for two years. The amount shown represents the undiscounted value of two year’s supplemental long-term disability premium payments.

(5)	Life Insurance benefits were estimated using the present value of the accumulated cost of the insurance premiums payable under the policy. Key assumptions used in this computation were:

•	Annual fixed premium cost - $43,431

•	Expected number of years of insurance premium payments - 18.5 years from date of termination

•	Risk free discount rate - 5.00%

(6)

•	Current annual premium cost (two individuals) - $9,688

•	Current annual premium cost (one individual) - $6,250

•	Expected annual medical insurance cost inflation - 8.0%

•	Additional medical payments for each individual which was not covered by insurance, including deductibles - $3,500

•	Mortality of the executive - 18.5 years from the date of termination

•	Mortality of the executive's wife - 21.7 years from the date of termination

•	Risk free discount rate - 5.00%

(7)	Includes the current after tax benefit afforded by participation in the Company’s benefits for 401(k) employer matching contributions. In the case of a disability assumed to occur at fiscal year-end, two months of matching contributions would be due.

(8)

Includes the current after tax benefit afforded by participation in the Company’s benefits for 401(k) employer matching contributions. The amounts were computed as the undiscounted after tax value of the continuing cash outlay required by the Company, assuming the benefits would be received for the full three year commitment.

(9)	The terms “Disability,” “Termination With Cause,” “Termination Without Cause,” “Good Reason,” “Voluntary Termination,” “Change in Control,” and “Constructive Termination,” have the same meanings as defined in Mr. Rubin’s employment agreement.

Other Named Executive Officers

The other named executive officers stock options are subject to all terms of the 1998 Plan that govern all employees who receive options. Under the 1998 plan, any unvested options immediately vest upon a change in control of the Company (as defined in the 1998 Plan). In addition, if an option holder's employment with the Company is terminated due to his death or disability, all of his options will immediately vest and will remain exercisable for one year after such termination. If an option holder's employment is terminated voluntarily or with cause, all of his options that are exercisable as of the date of termination will remain exercisable for thirty days. If an option holder’s employment is terminated without cause, all of his options that are exercisable as of the date of termination will remain exercisable for ninety days, if ISO’s or six months if NSO’s.

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If Mr. Benson or Mr. Carson died or suffered a disability or the Company experienced a change in control on February 28, 2007, the benefits to them, by reason of the immediate vesting of their options would be $34,830 and $32,286, respectively. These amounts are calculated based upon the difference between the market price per share of the Company’s common stock on February 28, 2007 ($23.16) and the applicable exercise price of the stock options held by the named executive that would become immediately vested under such circumstances.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes certain equity compensation plan information as of February 28, 2007:

Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights		Weighted-average exercise price of outstanding options, warrants, and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) (1)
Equity compensation plans approved by security holders		6,750,758	$	15.01		786,272

(1)	Includes 307,386 shares authorized and available for issuance in connection with the Helen of Troy Limited 1998 Employee Stock Purchase Plan and 478,886 shares authorized and available for issuance under the Helen of Troy Limited 1998 Stock Option and Restricted Stock Plan.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Procedures for the Approval of Related Person Transactions

The Audit Committee Charter provides that the Audit Committee has the authority to establish, and communicate to the full board and management, policies that restrict the Company and its affiliates from entering into related person transactions without the Audit Committee's prior review and approval. In accordance with these policies, the Audit Committee on a timely basis reviews and, if appropriate, approves all related person transactions.

At any time in which an executive officer, director or nominee for director becomes aware of any contemplated or existing transaction that, in that person's judgment may be a related person transaction, the executive officer, director or nominee for director is expected to notify the Chairman of the Audit Committee of the transaction. Generally, the Chairman of the Audit Committee reviews any reported transaction and may consult with outside legal counsel regarding whether the transaction is, in fact, a related person transaction requiring approval by the Audit Committee. If the transaction is considered to be a related person transaction, then the Audit Committee will review the transaction at its next scheduled meeting or at a special meeting of the committee.

Related Person Transactions

Byron H. Rubin, a member of the Company's Board of Directors, earns insurance agent's commissions paid by certain of our insurers directly to him in connection with the Company's group health, life and disability insurance policies as well as certain life insurance policies covering its officers. During fiscal 2007, he received commissions of approximately $30,000 from policies sold to the Company.

Timothy F. Meeker, a member of the Company’s Board of Directors, was paid consulting fees of $48,000 during fiscal 2007 in connection with marketing advisory services provided to Idelle Labs, Ltd., the business unit in the Company’s personal care segment that develops and distributes liquid hair styling products, body powder and skin care products. In addition to his fees, during fiscal 2007 Mr. Meeker was reimbursed $2,657 for travel and lodging expenses incurred while performing services in this capacity. We expect Mr. Meeker to continue to provide such services and in fiscal 2008 to be compensated at a rate of $4,000 per month plus reimbursement for any associated travel and lodging expenses.

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All of the above transactions have been reviewed, approved and ratified by the Company's Audit Committee.

Prior to July 2003, the Company had paid premiums for survivorship life insurance policies on the lives of Mr. Gerald J. Rubin and Mrs. Stanlee N. Rubin in the initial aggregate insured amount of $29,000,000. The Company and a trust established for the benefit of Mr. and Mrs. Rubin, which was the owner of the life insurance policies (the “Trust”), entered into a split dollar insurance agreement in March 1994 whereby the Trust agreed to repay the Company all of the premiums paid under the policies from the proceeds of the policies. The Trust owned the policies and collaterally assigned the proceeds from these policies as collateral for the obligation to repay the aggregate premiums paid by the Company under these policies. In July 2003, the Trust and the Company entered into a split dollar life insurance agreement under which the Trust transferred ownership of the policies to the Company. The Company agreed to pay annual premiums of up to $360,000 on the policies and upon the death of the second to die of Mr. and Mrs. Rubin, the Company shall receive the cash surrender value of the policies, and the Trust shall receive the balance of the proceeds. The Company will also be entitled to the cash surrender value of the policies if the policies are cancelled. The Board of Directors decides annually whether to pay annual premiums of up to $360,000 on the policies. In fiscal 2007, the Board of Directors elected to make a payment of $25,914 toward the premiums on these policies and directed that the remainder of the premiums be paid out of the accumulated cash surrender value. For fiscal 2008, the Board of Directors decided to pay the entire premiums for these policies out of their accumulated cash surrender value. As of February 28, 2007, the total aggregate death benefit of the policies was $32,274,222, the aggregate cash surrender value of the policies was $5,248,465, and the aggregate premiums paid by the Company since inception of the policies was $4,345,914.

Through fiscal 2002, the Company paid premiums on an executive universal life insurance policy on the life of Gerald J. Rubin in the initial insured amount of $5,000,000. Under the split dollar agreement for this policy, entered into in June 2000, the Company is entitled to reimbursement for all premium payments it has made on the policy out of any death benefits paid on the life of Gerald J. Rubin. No premiums have been paid on the policy since fiscal 2002. As of February 28, 2007, the total aggregate death benefit of the policies was $5,399,127, the aggregate cash surrender value of the policies was $399,127, and the aggregate premiums paid by the Company since inception of the policies was $958,266.

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REPORT OF THE AUDIT COMMITTEE

Composition. The Audit Committee of the Board of Directors of the Company (the “Audit Committee”) is composed of the three directors named below. Each member of the Audit Committee meets the independence and financial experience requirements under both SEC and NASDAQ rules. In addition, the Board has determined that Adolpho R. Telles is an “audit committee financial expert” as defined by SEC rules.

Responsibilities. The Audit Committee operates under a written charter that has been adopted by the Board. The charter is reviewed annually for changes, as appropriate.

The Audit Committee is responsible for oversight, on behalf of the Board of Directors, of:

·	The Company’s auditing, accounting and financial reporting processes, and the integrity of its financial statements;

·	The audits of the Company’s financial statements and the appointment, compensation, qualifications, independence and performance of the Company’s auditor and independent registered public accounting firm;

·	The Company’s compliance with legal and regulatory requirements; and

·	The staffing and ongoing operation of the Company’s internal audit function.

The Company’s management is responsible for: (a) maintaining the Company’s books of account and preparing periodic financial statements based thereon; and (b) maintaining the system of internal controls. The independent registered public accounting firm is responsible for auditing the Company’s consolidated annual financial statements.

The Audit Committee’s function is one of oversight only and does not relieve management of its responsibilities for preparing financial statements that accurately and fairly present the Company’s financial results and condition, nor the independent registered public accounting firm of their responsibilities relating to the audit or review of the financial statements.

In accordance with Audit Committee policy and the requirements of law, the Audit Committee pre-approves all services to be provided by the Company’s auditor and independent registered public accounting firm. Pre-approval includes audit services, audit-related services, tax services and other services. In some cases, the full Audit Committee provides pre-approval for up to a year related to a particular defined task or scope of work and subject to a specific budget. In other cases, the chairman of the Audit Committee has the delegated authority from the Audit Committee to pre-approve additional services, and the chairman then communicates such pre-approvals to the full Audit Committee for ratification. To avoid potential conflicts of interest, the law prohibits a publicly traded company from obtaining certain non-audit services from its independent registered public accounting firm. The Company obtains these services from other service providers as needed.

Review with Management and Independent Registered Public Accounting Firm. In this context, the Audit Committee hereby reports as follows:

The Audit Committee has reviewed and discussed with management and the independent registered public accounting firm, together and separately, the Company’s audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the 2007 fiscal year.

The Audit Committee has discussed with the auditor and independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

The Audit Committee has received from the auditor and independent registered public accounting firm the written disclosures and the letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee has held such discussions regarding independence with its auditor and independent registered public accounting firm.

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The Audit Committee has considered whether the provision of services covered by fees paid to the independent registered public accounting firm are compatible with maintaining the independence of that firm.

Based on the review and discussions referred to in paragraphs 1-4 above, the Audit Committee recommended to the Board, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for fiscal 2007, for filing with the SEC.

Members of the Audit Committee:

Adolpho R. Telles (Chairman)

Gary B. Abromovitz

John B. Butterworth

The foregoing report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

AUDIT AND OTHER FEES PAID TO OUR INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

The following table presents fees for professional audit services rendered by KPMG LLP for the audit of the Company's annual financial statements for the years ended February 28, 2007, and February 28, 2006, and fees billed for other services rendered by KPMG LLP during those periods.

Type of Fee	2007		2006
Audit Fees	$	594,000	$	595,500
Audit-Related Fees		325,600		377,200
Tax Fees		18,000		22,800
All Other Fees		-		200
Total	$	937,600	$	995,700

Audit Fees: Consist of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements and review of the interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements, and attest services, except those not required by statute or regulation.

Tax Fees: Consist of tax compliance/preparation fees by KPMG LLP to the Company for professional services and assistance to the Company’s in-house tax departments related to federal, state and international tax compliance.

All Other Fees: Consist of fees billed by KPMG LLP to the Company for other permissible work for services not included in the first three categories. The Company intends to minimize services in this category. These services are actively monitored (both spending level and work content) by the Audit Committee to maintain the appropriate objectivity and independence in KPMG LLP’s core work, which is the audit of the Company’s consolidated financial statements.

The Audit Committee pre-approved all of the services described above that were provided in fiscal 2007 in accordance with the pre-approval requirements of the Sarbanes-Oxley Act. There were no services for which the de minimis exception, as defined in Section 202 of the Sarbanes-Oxley Act, was applicable.

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PROPOSAL 2: APPROVAL OF AN AMENDMENT TO THE COMPANY'S BYE-LAWS TO MAKE THE COMPANY ELIGIBLE FOR A DIRECT REGISTRATION PROGRAM.

The Board of Directors has recommended and asks that you approve a resolution to amend the Company's bye-laws to make the Company eligible for a direct registration program ("DRP"), which is operated by a securities depository.

We are proposing to amend our bye-laws in response to recent changes to the listing standards of NASDAQ, which require that all equity securities listed on NASDAQ be eligible for a DRP by January 1, 2008. A DRP permits a shareholder's ownership to be recorded and maintained on the books of the issuer or the transfer agent without the issuance of a physical stock certificate. It also allows shares to be transferred between a transfer agent and a broker electronically. The change to the NASDAQ rule does not require issuers to actually participate in a DRP or to eliminate physical stock certificates. The change only requires that the listed securities be eligible for such a program.

Presently, our bye-laws generally require that requests for transfers of shares of our stock be accompanied by written instructions and the certificates representing the shares to be transferred. If the proposed amendment to our bye-laws is approved, we would have the ability, but not the obligation, to issue uncertificated shares transferable only on the books of the Company. Even if the amendment is approved, we currently intend to permit any shareholders who so desire to have their shares represented by share certificates. The amendment to our bye-laws, if approved by our shareholders, will replace bye-law 60, which will then read as follows:

(1)

Shares may be transferred either by an instrument of transfer in the form of Form "C" in the Schedule hereto (or as near thereto as circumstances admit) or in such other common form as the Board may accept or by such electronic means as may be consistent with the rules or regulations of any exchange or quotation system on which shares are listed or quoted, PROVIDED that shares may only be transferred without a written instrument if transferred by an appointed agent or otherwise in accordance with the Act. Any physical instrument of transfer shall be signed by or on behalf of the transferor and transferee provided that, in the case of a fully paid share, the Board may accept the instrument signed by or on behalf of the transferor alone. The transferor shall be deemed to remain the holder of such share until the same has been transferred to the transferee in the Register of Members.

(2)	The Board may refuse to recognize any instrument of transfer unless it is accompanied by the certificate in respect of the shares to which it relates or by such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer.

The approval of this amendment to our bye-laws, as described in Proposal 2, requires the affirmative vote of a majority of the votes cast at the Annual Meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

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PROPOSAL 3: APPOINTMENT OF AUDITOR AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND AUTHORIZATION OF THE AUDIT

COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITOR’S REMUNERATION

Under Bermuda law, our shareholders have the responsibility to appoint the auditor and independent registered public accounting firm of the Company to hold office until the close of the next annual general meeting and to authorize the Audit Committee of the Board of Directors to set the auditors’ remuneration.

The Audit Committee nominated Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2008 fiscal year. Representatives of Grant Thornton LLP and KPMG LLP, the Company’s auditor and independent registered public accounting firm for the 2007 fiscal year are expected to be present at the Annual Meeting with the opportunity to make a statement if such representatives desire to do so. The Grant Thornton LLP and KPMG LLP representatives are also expected to be available to respond to appropriate questions.

The affirmative vote of a majority of the votes cast at the Annual Meeting is required to appoint Grant Thornton LLP as our auditor and independent registered public accounting firm and authorize the Audit Committee to set the auditor’s remuneration as described in this Proposal 3.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL.

SHAREHOLDER PROPOSALS

Shareholders intending to present proposals at the 2008 Annual General Meeting of Shareholders and desiring to have those proposals included in the Company's proxy statement and form of proxy relating to that meeting must submit such proposals, in compliance with Rule 14a-8 of the Securities Exchange Act of 1934, as amended, to be received at the executive offices of the Company no later than April 23, 2008. For proposals that shareholders intend to present at the 2008 annual general meeting of Shareholders outside the processes of Rule 14a-8 of the Securities Exchange Act of 1934, as amended, unless the shareholder notifies the Company of such intent by April 23, 2008, any proxy solicited by the Company for that annual general meeting will confer on the holder of the proxy discretionary authority to vote on the proposal so long as such proposal is properly presented at the meeting.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's Directors and executive officers, and persons who own more than 10% of a registered class of the Company's equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Directors, executive officers and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during fiscal 2007, all Section 16(a) filing requirements applicable to the Directors, executive officers and greater than 10% shareholders were satisfied.

OTHER MATTERS

Except as described in this proxy statement, the Board of Directors knows of no other matters to be presented at the Annual Meeting. If other matters properly come before the Annual Meeting or any adjournment thereof, the holders of the proxies are authorized to vote on these matters in accordance with management's discretion.

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HOUSEHOLDING OF MATERIALS

Some banks, brokers, and other nominee record holders may be participating in the practice of "householding" proxy statements and annual reports. This means that only one copy of the Company's proxy statement or annual report may have been sent to multiple shareholders in the same household. The Company will promptly deliver a separate copy of either document to any shareholder upon request by writing the Company at the following address: Helen of Troy Limited, 1 Helen of Troy Plaza, El Paso, Texas 79912, Attention: Investor Relations; or by calling the Company at the following phone number: (915) 225-4748. Any shareholder who wants to receive separate copies of the annual report and proxy statement in the future, or who is currently receiving multiple copies and would like to receive only one copy for his or her household, should contact his or her bank, broker, or other nominee record holder, or contact the Company at the above address and phone number.

ELECTRONIC DELIVERY OF SHAREHOLDER COMMUNICATIONS

If you received your Annual Meeting materials by mail, we encourage you to conserve natural resources, as well as significantly reduce the Company’s printing and mailing costs, by signing up to receive shareholder communications via e-mail. With electronic delivery, you will be notified via e-mail after the annual report and the proxy statement are available on the Internet, and you can submit your proxy appointment and instruction online. Electronic delivery can also help reduce the number of bulky documents in your personal files and eliminate duplicate mailings. To sign up for electronic delivery:

If you are a registered holder (you hold your shares of Common Stock in your own name through our transfer agent, Computershare Investor Services, LLC, or you have stock certificates), you can elect to have next year's communications sent to you electronically as part of this year’s on-line proxy appointment and instruction process at WWW.PROXYVOTE.COM by following the instructions that will be provided to you on screen when you submit your proxy.

If you are a beneficial holder (your shares are held by a brokerage firm, a bank or a trustee), you may contact your broker or visit their web site. Most brokers have made provisions for you to sign up on-line for electronic delivery of shareholder reports and mailings.

Your electronic delivery enrollment will be effective until you cancel it.

HOW TO OBTAIN OUR ANNUAL REPORT, PROXY STATEMENT

AND OTHER INFORMATION ABOUT THE COMPANY

From time to time, we receive calls from shareholders asking how they can obtain more information regarding the Company. The following options are available:

Our Investor Relations site, which can be accessed from our main Internet website located at www.hotus.com, contains Company press releases, earnings releases, financial information and stock quotes, as well as corporate governance information and links to our SEC filings. This proxy statement and our 2007 Annual Report to Shareholders are both available at this site.

You may also request a free copy of our Annual Report or proxy statement by contacting Helen of Troy Investor Relations, Robert D. Spear, at (915) 225-4748, or via e-mail at rspear@hotus.com, or send written correspondence to Helen of Troy Limited, Attn: Investor Relations, One Helen of Troy Plaza, El Paso, Texas 79912.

YOUR VOTE IS IMPORTANT

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PRELIMINARY COPY

HELEN OF TROY LIMITED

ANNUAL GENERAL MEETING OF SHAREHOLDERS

PROXY

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby authorizes each of Gerald J. Rubin and Vincent D. Carson as Proxy with power of substitution, to represent the undersigned at the Annual General Meeting of Shareholders of the Company to be held on Tuesday, August 21, 2007, at 1:00 p.m., Mountain Daylight Time, at the Camino Real Hotel, 101 S. El Paso Street, El Paso, Texas, and any adjournment thereof, and to vote all the common shares of the Company that the undersigned is entitled to vote on the following matters:

1. To elect a board of eight directors:

FOR ALL NOMINEES LISTED BELOW

(except as marked to the contrary below) o

WITHHOLD AUTHORITY

to vote for all nominees below o

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL, STRIKE A LINE THROUGH THE NOMINEE'S NAME ON THE LIST BELOW

	Gary B. Abromovitz		Gerald J. Rubin
	John B. Butterworth		Stanlee N. Rubin
	Timothy F. Meeker		Adolpho R. Telles
	Byron H. Rubin		Darren G. Woody

2.	To approve an amendment to the Company’s bye-laws to make the Company eligible for a direct registration program

For o Against o Abstain o

3.	To appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm to serve for the 2008 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration

For o Against o Abstain o

This proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.

THIS PROXY ALSO GRANTS AUTHORITY TO VOTE SUCH SHARES AS TO ANY OTHER MATTER WHICH MAY BE BROUGHT BEFORE THE MEETING IN THE SOLE DISCRETION OF THE HOLDERS OF THIS PROXY.

IMPORTANT: Please date this proxy and sign exactly as your name or names appear hereon. If shares are held jointly, signature should include both names. Executors, administrators, trustees, guardians, and others signing in the representative capacity, please so indicate when signing.

DATE:

___________________, 2007

SIGNATURE:

_______________________________________________________

SECOND SIGNATURE, IF HELD JOINTLY:

_______________________________________________________

PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ACCOMPANYING ENVELOPE.

-37-

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:
x	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a - 6(e)(2))
o	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

Payment of Filing Fee (Check the appropriate box):

x	No fee required.

o	Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

	(1)	Title of each class of securities to which transaction applies: _____________________________________________________________________________________

	(2)	Aggregate number of securities to which transaction applies: _____________________________________________________________________________________

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): _____________________________________________________________________________________

	(4)	Proposed maximum aggregate value of transaction: _____________________________________________________________________________________

	(5)	Total fee paid: _____________________________________________________________________________________

o	Fee paid previously with preliminary materials:

o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1)	Amount Previously Paid: _____________________________________________________________________________________

	(2)	Form, Schedule or Registration Statement No.: _____________________________________________________________________________________

	(3)	Filing Party: _____________________________________________________________________________________

	(4)	Date Filed: _____________________________________________________________________________________

			Page

Proxy Statement			1
	Solicitation of Proxies		1
	Voting Securities and Record Date		2
	Quorum; Voting		2

	Proposal 1: Election of Directors		2
	Corporate Governance, The Board, Board Committees and Meetings		4
	Shareholder Communications to the Board of Directors		7
	Compensation Committee Interlocks and Insider Participation		7
	Director's Compensation		8
		Director Summary Compensation for Fiscal 2007	8
		Directors Fees Earned or Paid in Cash for Fiscal 2007	8
		Outstanding Equity Awards for Directors at Fiscal Year-End 2007	9
	Security Ownership of Certain Beneficial Owners and Management		10
	Executive Officers		11
	Report of the Compensation Committee		12
	Compensation Discussion and Analysis		12
	Executive Compensation		20
		Summary Compensation Table for Fiscal Years 2007, 2006 and 2005	20
		All Other Compensation for Fiscal Year 2007	21
		Outstanding Equity Awards at Fiscal Year-End 2007	22
		Option Exercises in Fiscal Year 2007	23
		Employment Contract for Chairman of the Board, Chief Executive Officer and President	23
		Potential Payments Upon Termination or Change in Control	27
		Equity Compensation Plan Information	30
	Certain Relationships and Related Transactions		30
	Report of the Audit Committee		32
	Audit and Other Fees Paid to Our Independent Registered Public Accounting Firm		33

	Proposal 2: Approve of an amendment to the Company’s bye-laws to make the
	Company eligible for a direct registration program		34

	Proposal 3: Appointment of Auditor and Independent Registered Public Accounting Firm and
	Authorization of the Audit Committee of the Board of Directors to set the Auditor’s Remuneration		35
	Shareholder Proposals		35
	Section 16(a) Beneficial Ownership Reporting Compliance		35
	Other Matters		35
	Householding of Materials		36
	Electronic Delivery of Shareholder Communications		36
	How to Obtain Our Annual Report, Proxy Statement and Other Information about the Company		36

	Fees Earned
	or Paid		All Other
	in Cash		Compensation			Total
Name	($)		($)			($)
Gary B. Abromovitz		150,000		-			150,000
John B. Butterworth		90,000		-			90,000
Timothy F. Meeker		78,000		48,000	(1)		126,000
Byron H. Rubin		36,000		30,000	(2)		66,000
Stanlee N. Rubin		33,000		-			33,000
Adolpho R. Telles		106,000		-			106,000
Darren G. Woody		78,000		-			78,000

Directors Fees Earned or Paid in Cash for Fiscal 2007
Name	Quarterly Board Retainers ($) (1)		Quarterly Board Meeting Fees ($) (2)		Independent Directors Meeting Fees ($) (3)		Quarterly Deputy Chairman Retainers ($) (4)		Quarterly Committee Chair Retainers ($)				Committee Member Meeting Fees ($) (5)	Total ($)

Gary B. Abromovitz		24,000		12,000		30,000		40,000		20,000	(6	)	24,000	150,000
John B. Butterworth		24,000		12,000		30,000		-		-			24,000	90,000
Timothy F. Meeker		24,000		12,000		30,000		-		-			12,000	78,000
Byron H. Rubin		24,000		12,000		-		-		-			-	36,000
Stanlee N. Rubin		24,000		9,000		-		-		-				33,000
Adolpho R. Telles		24,000		12,000		30,000		-		40,000	(7	)	-	106,000
Darren G. Woody		24,000		12,000		30,000		-		-			12,000	78,000

Director	Executive Sessions of Independent Directors	Audit	Nominating and Corporate Governance	Compensation
Gary B. Abromovitz	Chair	M	Chair	Chair

John B. Butterworth	M	M

Timothy F. Meeker	M		M	M

Adolpho R. Telles	M	Chair

Darren G. Woody	M		M	M

Number of Meetings Held in Fiscal 2007	5	8	4	4

Outstanding Equity Awards for Directors at Fiscal Year-End 2007
	Option Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable	Option Exercise Price ($)/Sh	Option Expiration Date
Gary B. Abromovitz		32,000	21.47 to 33.35	9/1/13 to 6/1/15
John B. Butterworth		40,000	13.13 to 33.35	3/1/13 to 6/1/15
Timothy F. Meeker		16,000	23.13 to 28.33	9/1/14 to 6/1/15
Byron H. Rubin		32,000	21.47 to 33.35	9/1/13 to 6/1/15
Stanlee N. Rubin		124,000	4.41 to 33.35	8/26/07 to 6/1/15
Adolpho R. Telles		-	-	-
Darren G. Woody		16,000	23.13 to 28.33	9/1/14 to 6/1/15

Name of Beneficial Owner	Number of Common Shares Beneficially Owned		Percent *
Gerald J. Rubin	7,569,922	(1)(2)	20.61	%
Stanlee N. Rubin
One Helen of Troy Plaza
El Paso, Texas 79912

Thomas J. Benson	60,848	(2)	**

Byron H. Rubin	47,100	(2)	**

John B. Butterworth	45,105	(2)	**

Gary B. Abromovitz	34,000	(2)	**

Vincent D. Carson	20,368	(2)	**

Darren G. Woody	18,000	(2)	**

Timothy F. Meeker	16,000	(2)	**

Adolpho R. Telles	-		**

All directors and executive officers as a group (10 Persons)	7,811,343		21.27	%

FMR Corp.	3,907,955	(3)	10.64	%
82 Devonshire Street
Boston, Massachusetts 02109

Columbia Wanger Asset Management, LP	1,920,000	(4)	5.23	%
227 W. Monroe Street Suite 3000
Chicago, Illinois 60606

Name of Beneficial Owner	Options (#)
Gerald J. Rubin		5,625,000
Stanlee N. Rubin		124,000
Thomas J. Benson		57,633
John B. Butterworth		40,000
Gary B. Abromovitz		32,000
Byron H. Rubin		32,000
Vincent D. Carson		18,900
Daren G. Woody		16,000
Timothy F. Meeker		16,000
Total		5,961,533

Amount Of Bonus Payable As A Percent Of Earnings		Amount Of Earnings Pre-Tax Achieved By The Company In The Applicable Fiscal Year
5%	$	- 0 -	to	$	30,000,000
6%	$	30,000,001	to	$	40,000,000
7%	$	40,000,001	to	$	50,000,000
8%	$	50,000,001	to	$	60,000,000
9%	$	60,000,001	to	$	70,000,000
10%	$	70,000,001	or more

Summary Compensation Table for Fiscal Years 2007, 2006 and 2005

Name and principal position	Year		Salary ($)		Bonus ($)(1)		Option Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
Gerald J. Rubin		2007		600,000		4,110,639		-		60,916		4,771,555
Chairman, Chief Executive		2006		600,000		4,140,229		-		57,811		4,798,040
Officer, and President		2005		600,000		9,320,685		-		73,203		9,993,888

Thomas J. Benson		2007		315,000		84,808		20,916		7,192		427,916
Senior Vice President		2006		290,000		105,481		-		6,930		402,411
and Chief Financial Officer		2005		267,500		109,615		-		6,780		383,895

Vincent D. Carson		2007		191,000		3,673		17,306		6,239		218,218
Vice President and		2006		191,000		41,873		-		6,327		239,200
General Counsel		2005		191,000		45,546		-		6,114		242,660

Christopher L. Carameros (4)		2007		300,000		-		4,222		307,079		611,301
Former Executive Vice-President		2006		600,000		500,000		-		7,266		1,107,266
		2005		600,000		750,000		-		7,116		1,357,116

All Other Compensation for Fiscal Year 2007
Name	Consulting Fee ($)(1)		Cobra Benefit Paid ($)(1)		401(k) Plan ($)		Group Life Insurance ($)		Disability Insurance ($)		Auto Lease ($)		Life Insurance Benefit ($)(2)		Total ($)
Gerald J. Rubin						6,600		2,360		5,798		16,297		29,861		60,916
Thomas J. Benson						6,600		592		-		-		-		7,192
Vincent D. Carson						5,730		509		-		-		-		6,239
Christopher L. Carameros		300,000		6,740		-		339		-		-		-		307,079