Note 14 – Repurchase of Helen of Troy Common Stock

As of November 30, 2016, we were authorized by our Board of Directors to purchase up to $83.43 million of common stock in the open market or through private transactions. Our current equity-based compensation plans include provisions that allow for the “net exercise” of share settled awards by all plan participants. In a net exercise, any required payroll taxes, federal withholding taxes and exercise price of the shares due from the option holder can be paid for by having the option holder tender back to the Company a number of shares at fair value equal to the amounts due. These transactions are accounted for by the Company as a purchase and retirement of shares and are included in the table below as common stock received in connection with share-based compensation.

The following table summarizes our share repurchase activity for the periods covered below:

SHARE REPURCHASES


	Three Months Ended November 30,					Nine Months Ended November 30,
	2016		2015			2016		2015
Common stock repurchased on the open market or through tender offer:
Number of shares		922,731		-			922,731		556,591
Aggregate value of shares (in thousands)	$	75,000	$	-		$	75,000	$	50,000
Average price per share	$	81.28	$	-		$	81.28	$	89.83

Common stock received in connection with share-based compensation:
Number of shares		961		116,012	(1)		6,235		117,294
Aggregate value of shares (in thousands)	$	83	$	6,292	(1)	$	590	$	6,411
Average price per share	$	85.97	$	54.24	(1)	$	94.60	$	54.66

(1)

On November 17, 2015, in connection with the settlement of a dispute with our former CEO, the Company issued 276,548 shares of common stock as payment of separation compensation due to our former CEO under his employment and separation agreements. Our former CEO tendered 116,012 shares back to the Company as payment for related federal tax obligations. Under the terms of the settlement, employment and separation agreements, the number of shares issued and tendered were computed based upon a value of $54.24 per share. This was the fair value of the shares on September 4, 2014, the date the compensation payment would have settled, if settlement had not been delayed by the associated dispute. The Company previously accrued and disclosed the separation compensation in fiscal year 2014.