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EBHI Holdings, Inc. 10-K 2007
e10vkza
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Form 10-K/A
Amendment No. 2
 
     
þ   Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 30, 2006
or
     
o   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From                      to                     
Commission file number 000-51676
 
Eddie Bauer Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
     
Delaware   42-1672352
(State of or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
15010 NE 36th Street
Redmond, WA 98052
(425) 755-6544
(Address and telephone number, including area code, of registrant’s principal executive offices)
 
Securities registered pursuant to Section 12(b) of the Act:
     
Title of each class   Name of each exchange on which registered
     
Common Stock, par value $0.01 per share   The NASDAQ Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act:
None
 
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in any definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o       Accelerated filer o       Non-accelerated filer þ
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
     The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of July 1, 2006 was $345,000,000 based on the closing price of the registrant’s common stock on June 30, 2006, the last business day of the registrant’s most recently completed second fiscal quarter.
     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes þ No o
     The number of shares of the registrant’s common shares outstanding as of May 10, 2007 was 30,456,836.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
 
 

 


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INTRODUCTORY NOTE
     Eddie Bauer Holdings, Inc. is filing this Amendment No. 2 to our Annual Report on Form 10-K filed on March 29, 2007 with the Securities and Exchange Commission, which we refer to as the Original Filing, to correct certain errors and omissions in Items 11 and 12 of Amendment No. 1 to the Original Filing filed on April 30, 2007, which together with the Original Filing we refer to as the Annual Report. Specifically, this Amendment No. 2 amends the following sections of Items 11 and 12 of the Annual Report:
    Compensation Discussion and Analysis (Item 11);
 
    Summary Compensation Table (Item 11);
 
    Employment Agreements; Termination and Change in Control Payments (Item 11); and
 
    Security Ownership of Certain Beneficial Owners and Management (Item 12).
     Except for the amendments to Items 11 and 12 of the Annual Report described above and the filing of related certifications, no other changes have been made to the Annual Report. This Amendment No. 2 does not reflect events occurring after the date of the Original Filing or modify or update those disclosures affected by subsequent events.
     As required by Rule 12b-15 promulgated under the Securities and Exchange Act of 1934, as amended, we have included the complete text of revised Items 11 and 12.

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PART III
       
       
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PART IV
       
       
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 EXHIBIT 31.1
 EXHIBIT 31.2

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PART III
 
ITEM 11.   EXECUTIVE COMPENSATION
 
 
In March 2003 Spiegel, Inc., together with 19 of its subsidiaries and affiliates, including Eddie Bauer, Inc. filed for Chapter 11 bankruptcy protection. In June 2005, Eddie Bauer emerged from bankruptcy as a stand-alone company for the first time in 34 years, and Eddie Bauer Holdings, Inc. was created as the parent holding company of Eddie Bauer, Inc. At that time the Company’s Board of Directors was established. In spring of 2006 the Company decided to pursue strategic alternatives and in late 2006 the Company entered into a merger agreement with a company owned by two private equity firms. In February 2007, the Company’s stockholders failed to approve the merger. As a result of this vote by stockholders, the Company terminated the merger agreement and will continue to operate as a stand-alone publicly traded company.
 
During the period in which Eddie Bauer pursued strategic alternatives, including the merger that was ultimately rejected by its stockholders, the focus was on retaining key employees. Retention programs were developed. As the Company now moves forward in the turnaround endeavor our compensation strategy will focus on a pay for performance strategy.
 
 
Our compensation program for our named executive officers, which we refer to as our “NEOs,” is designed to attract, retain and motivate highly qualified executives. Our compensation program consists of several forms of compensation, including base salary, annual incentives, long-term incentives, limited perquisites and benefits. We believe that by offering competitive total compensation opportunities that target the 50th percentile of market levels we will be able to meet our hiring and retention objectives. A significant portion of each NEO’s compensation opportunity consists of annual and long-term variable compensation that is contingent on the achievement of specific company business and strategic goals, and is designed to align the NEO’s interests with those of our stockholders. The maximum amount of variable compensation differs among our NEOs and is generally higher for those with increased responsibility within the Company. In addition, the mix of annual and long-term incentive compensation also varies, with the relative weighting of long-term incentive compensation being greater for NEOs with increased levels of responsibility. The annual compensation paid to our NEOs, which includes base salary and annual bonus payments, is cash-based, while long-term compensation consists of equity-based awards. We do not have specific allocation goals between cash- and equity-based compensation or between annual and long-term incentive compensation; instead, we rely on the process described below in our determination of compensation levels for each NEO.
 
To determine competitive market levels of compensation for executives, the Compensation Committee periodically reviews the total compensation levels for similarly situated executives in the retail industry. During 2006, the Compensation Committee, working with their independent compensation consultant and the Company, enhanced existing plans and implemented new plans to retain key talent and motivate them to focus on critical financial and strategic performance goals.
 
As noted above, we generally target the 50th percentile of market levels in overall compensation for our NEOs. However, no formal process was undertaken during 2006 to monitor the total compensation levels of our NEOs as compared to executives in the retail industry. We did not increase the base salaries of any of our NEOs during 2006. The Compensation Committee has approved certain increases to the compensation levels for the NEOs for 2007 in recognition of the time that has elapsed since their last salary increase and to enhance retention of these key executives.
 
 
We seek to pay our NEOs base salaries at the 50th percentile of the market for their respective assignments and retain the ability to set actual base salaries based on an assessment of each NEO’s tenure, experience and skill set, as well as competitive and internal equitable considerations. Base salaries are reviewed and approved annually by the Compensation Committee. Base salary increases were not considered in 2006 but have been approved for 2007.


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On April 5, 2007, base salary increases for Ms. Boyer, Ms. Milano, and Ms. Perinchief, ranging from 5.0% to 6.3%, were approved by the Compensation Committee and became effective as of March 4, 2007. The adjustments reflect the Compensation Committee’s assessment of individual performance, achievement of business objectives, our desire to retain leadership skills necessary to execute the Company’s business strategy, and the period of time that has elapsed since each NEO’s last salary review. The Compensation Committee believes that the NEOs’ adjusted base salaries are generally representative of the 50th percentile of the market. The Committee intends to re-evaluate the levels of the NEOs’ base salaries from time to time in the future.
 
 
We currently provide an annual incentive opportunity to our NEOs under the Company’s Annual Incentive Plan, which we refer to as the “AIP”. The AIP is designed to encourage the NEOs, as well as other eligible employees, to improve the performance of the Company through annual cash bonuses. We target annual incentive bonus opportunities under the AIP at approximately the 50th percentile of the market for the NEOs and retain the ability to set actual opportunities based on an assessment of each NEO’s tenure, experience, skill set, individual and Company performance, as well as competitive and internal equitable considerations. The objectives of the AIP are to assure that incentive bonus awards represent at-risk compensation, to reward our NEOs and other eligible employees on the basis of corporate financial results on an annual basis, and to provide an incentive bonus award that is competitive with the market for each position. Incentive bonus opportunities are set annually and potentially represent a significant portion of total compensation.
 
For 2006, we selected revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) as the business criteria on which the performance goals for payment of bonuses under the AIP were based. The Compensation Committee established threshold, target and maximum performance levels for each of these metrics. In 2006 the target bonus opportunities for our NEOs ranged from 70% to 100% of base salary. Payments for achievement of the threshold performance level would have resulted in payments equal to 50% of the target opportunities, or 35% - 50% of base salary, and achievement of the maximum performance level would have resulted in payments equal to 175% of the target opportunities, or 122.5% - 175% of base salary. The Compensation Committee has the authority to reduce payments under the AIP based on the committee’s assessment of individual performance during the year.
 
For 2006, the minimum performance levels for revenues and EBITDA were not achieved, and no bonuses were paid to any of our NEOs under the AIP. For 2007, in accordance with the performance award provisions of the Eddie Bauer Holdings, Inc. 2005 Stock Incentive Plan, which we refer to as the 2005 Plan, we have selected gross sales and EBITDA as the business criteria on which the performance goals under the AIP will be based. We believe that the target performance goals have been set for 2007 at an appropriate level based on our expectations for our business performance and comparable industry compensation. The NEOs’ target opportunities for 2007 are roughly equivalent to the 50th percentile of the market based on a percentage of salary.
 
 
The Compensation Committee may approve additional compensation, including limited annual discretionary bonuses, to any NEO or other executive for performance or retention purposes or to serve any other corporate objective. For 2006, discretionary retention bonuses were structured and, in part, paid, to retain critical leadership talent while the company explored strategic alternatives. Specifically, Mr. Månsson received $250,000 as a one-time retention payment in 2006 as provided for by the terms of his 2005 employment agreement. For 2007, discretionary retention bonuses have been structured and, in part, paid, to retain critical leadership talent. Specifically, Ms. Boyer and Ms. Perinchief will receive $100,000 and $75,000, respectively, as retention payments. These retention payments are scheduled to be paid in three installments on April 6, 2007, September 7, 2007 and January 5, 2008.
 
 
Our long-term incentive compensation program consists of periodic grants of stock options and restricted stock units (“RSUs”). The program is designed to retain the NEOs and other executives, focus their attention on the long-term performance of the business, and align our NEOs’ financial interests with those of our stockholders. We target


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the value of our long-term incentive awards at the 50th percentile of the market for the NEOs and retain the ability to set actual award levels based on an assessment of each NEO’s tenure, experience, skill set, individual and Company performance, as well as competitive and internal equitable considerations. In connection with the Company’s emergence from bankruptcy in 2005, we made stock option and RSU grants to our NEOs and other key employees. Since this initial grant, equity grants have been made only to new hires. No equity grants were made to any of our NEOs in 2006.
 
Stock Options.  The 2005 option grants included a four-year vesting schedule. If the Company stockholders approve the amendment and restatement of the 2005 Plan described in Item 3 of the Company’s proxy statement on Schedule 14A filed on May 11, 2007, which we refer to as the Proxy Statement, future stock option grants will likely include a four-year vesting schedule.
 
RSUs.  The 2005 RSU grants included a three-year vesting schedule. If the Company stockholders approve the amendment and restatement of the 2005 Plan described in Item 3 of the Proxy Statement, future RSU grants will likely include a minimum of a three-year vesting schedule.
 
For 2007, the Company has requested stockholder approval of a sufficient number of shares to permit the grant of equity-based long-term incentives to our NEOs and key executives. With the approval of stockholders, it is the Compensation Committee’s intention to make grants of stock options and RSUs that are reflective of the 50th percentile of market but cognizant of the Company’s stock price, so as not to create undue dilution as a result of grants made in 2007 and beyond.
 
Share Ownership Guidelines.  The Company has not established formal share ownership guidelines for its NEOs. However, the Company will explore implementing formal share ownership guidelines in 2007.
 
 
Our NEOs participate in all broad-based employee benefit plans provided by the Company. These include but are not limited to savings plan(s), health and welfare insurance, and our severance. In addition, the Company offers certain additional benefits to key executives, including our NEOs. These executive benefits include a change in control plan, a project bonus plan, executive long-term disability insurance, life insurance, a non-qualified deferred compensation plan, a perquisite allowance, and, for a limited number of NEOs, employment agreements.
 
Change in Control.  The Company has a change in control plan in which the NEOs and other key executives participate. The Board has determined that the change in control plan is in the best interests of the Company and its stockholders to assure that the Company will have the continued dedication of these executives despite the possibility, threat or occurrence of a change in control of the Company. The Eddie Bauer Holdings, Inc. Senior Officer Change in Control Compensation Benefits Plan, which we refer to as the “Change in Control Plan,” is intended to diminish the distraction to our executives of the uncertainties and risks created by a threatened or pending “Change in Control” (as defined in the Change in Control Plan) and to provide the executives with compensation arrangements upon a Change in Control that provide the executives with financial security and that are competitive with those of other comparably situated companies.
 
The Change in Control Plan provides that during the period within six months prior to a Change in Control, but subsequent to such time as negotiations or discussions that ultimately lead to a Change in Control commenced, and two years following the date of a Change in Control, the executive shall be entitled to specified separation benefits if the executive’s employment is terminated by the Company other than for “Cause,” death, disability or retirement, or is terminated by the executive for “Good Reason” (each as defined in the Change in Control Plan). In such event, the Company will pay such executive a lump sum payment, within 15 days after the date of termination (and delayed for a period of time for individuals whose receipt may be impacted by the requirements of Section 409A of the Code), representing certain severance benefits (in lieu of further salary payments and in lieu of any severance benefits to which the executive would otherwise be entitled under any general severance policy or other severance plan maintained by the Company for its management). These severance benefits for NEOs consist of: (i) his or her accrued and unpaid salary with respect to vacation days accrued but not taken through the date of termination; (ii) his or her accrued and unpaid base salary; (iii) any earned but unpaid annual incentive bonuses from the fiscal year immediately preceding the fiscal year in which the date of termination occurs; (iv) if the date of termination occurs subsequent to a fiscal year in which the Change in Control occurs, a pro-rated bonus equal to the product of (a) the


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greater of (1) (x) the executive’s target annual bonus amount under the AIP for the fiscal year in which the date of termination occurs and (y) the executive’s average annual bonus for the three full fiscal years prior to the date of termination, or such lesser number of fiscal years during which the executive was employed by the Company or an affiliate, and (2) the annual bonus amount under the AIP determined based on the performance to date for the performance period that includes the date of termination, multiplied by (b) a fraction, the numerator of which is the number of days in the then current fiscal year through the date of termination and the denominator of which is 365; and (v) an amount equal to a “benefit multiplier” of 2.0 for Senior Vice Presidents of the Company (or 3.0 in the case of the CEO) multiplied by the sum of (a) the executive’s annual base salary plus (b) the greater of (1) his or her target annual bonus for the fiscal year in which the termination occurs and (2) the executive’s average annual bonus for the three full fiscal years prior to the date of termination, or such lesser number of fiscal years during which the executive was employed by the Company or an affiliate. In addition, such executive will receive: (i) continued health, medical, life and long-term disability insurance coverage for the executive and his or her family for a period equal to the executive’s benefit multiplier at substantially similar levels of coverage, or if the applicable plan, program, practice or policy does not permit the participation of the executive or his or her family, payment to the executive of an amount equal to the standard after-tax cost of such insurance coverage; and (ii) outplacement services for a period equal to the number of years of the executive’s benefit multiplier; provided, however, that the maximum aggregate amount of such outplacement services will not exceed $25,000 ($50,000 in the case of the CEO).
 
Upon a Change in Control, or in the event an executive’s employment is terminated prior to a Change in Control in a manner that entitles the executive to separation benefits under the previous paragraph, the executive shall be entitled to (i) the immediate vesting of all previously granted awards of options, stock appreciation rights, restricted stock and restricted stock units under any equity compensation plan or arrangement maintained by the Company that are outstanding at the time of the Change in Control or date of termination, as the case may be; (ii) a long-term incentive amount equal to the greatest of (a) the executive’s target long-term incentive opportunity for each outstanding performance award in effect on the Change in Control date; (b) the average annual performance award payout, including any portion thereof that has been earned but deferred (and annualized for any fiscal year consisting of less than 12 full months or during which the executive was employed for less than 12 full months), the executive received from the Company, if any, during the three full fiscal years of the Company immediately preceding the Change in Control date, or such lesser number of fiscal years during which the executive was employed with the Company or any affiliate; and (c) the amount determined under the performance award based on the performance to date for the performance period that includes the Change in Control date; and (iii) an amount equal to the greater of (a) (1) the executive’s target annual bonus amount under the AIP for the performance period in which the Change in Control occurs and (2) the executive’s average annual bonus for the three full fiscal years prior to the Change in Control date, or such lesser number of fiscal years during which the executive was employed by the Company or an affiliate, and (b) the amount determined under the annual bonus based on the performance to date for the performance period that includes the Change in Control date.
 
In the case of the NEOs, the agreements also provide that if any payment by the Company results in excise tax under the parachute payment rules of Section 280G of the Code, then the executive is entitled to a gross-up payment so that the net amount retained will be equal to his or her payment less ordinary and normal taxes (but not less the excise tax).
 
In the event we pursue a strategic alternative, including a sale of the Company, the benefits under the Change in Control Plan may be triggered. Our Board of Directors may amend or terminate the Change in Control Plan at any time; provided, however, no modification or termination adversely affecting any participant will be effective unless such participant provides written consent or is given one year advance notice.
 
Project Bonus Plan.  In May 2006, the Company, recognizing that preparing for the potential sale of the Company would require a larger time commitment and flexibility from certain of its employees, adopted a project bonus plan, which we refer to as the “Project Bonus Plan.” Pursuant to the Project Bonus Plan, the Company agreed to pay certain of its employees a project bonus equal to a percentage, ranging from 25% to 60%, of their base salary if the Company was sold. Furthermore, the Company agreed that regardless of whether the sale of the Company was consummated, it would pay 25% of each participant employee’s project bonus by January 15, 2007. Ms. Milano was entitled to a project bonus equal to 60% of her base salary under the Project Bonus Plan.


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Executive Long-Term Disability Insurance.  Our NEOs participate in the Company’s executive long-term disability program. This plan provides up to 60% of salary replacement, to a maximum of $25,000 per month, for nonwork-related approved medical absences and is paid for by the Company.
 
Executive Life Insurance.  Our NEOs participate in the Company’s executive life insurance plan. This plan provides four times annual base salary, up to a maximum of $1.5 million, in the form of a death benefit. The Company pays the full cost of the program.
 
Nonqualified Deferred Compensation.  Our NEOs are eligible to participate in the Company’s nonqualified deferred compensation plan. This plan provides each NEO the opportunity to defer up to 75% of his or her base salary and 100% of earned bonuses on a pretax basis. If an NEO elects to defer a portion of his or her compensation such amount is allocated to either (i) an account that tracks the performance of our common stock or (ii) an account which pays a fixed rate of return (based on the 10 Year Treasury Note). If the former, each deferred amount is assigned a number of hypothetical shares of our common stock at the time of the deferral based on the fair market value of the common stock on that date. The value of the deferred amount fluctuates with the value of our common stock and may lose value. At the elected time pursuant to the nonqualified deferred compensation plan, the value of the deferred amount is paid to the NEO in cash. Currently, no NEOs participate in this plan.
 
Perquisite Allowance.  Our NEOs and certain other executives receive an executive perquisite allowance. This is to defray the cost of auto expenses and/or financial, tax and estate planning costs. The allowance is paid in equal installments along with the NEO’s regular paycheck and varies by individual. The perquisite allowance is offered to be competitive with the market and to continue to attract and retain highly qualified executive talent.
 
Employment and Separation Agreements.  During fiscal year 2006, each of Ms. Boyer’s, Ms. Milano’s, and Mr. Månsson’s employment was subject to an employment agreement.
 
On February 9, 2007, Mr. Månsson resigned. In connection with Mr. Månsson’s resignation, the Company agreed to make certain termination payments to Mr. Månsson as set forth in a Separation Agreement and General Release dated as of February 9, 2007.
 
In early March 2007, Ms. Milano tendered her resignation as Senior Vice President, General Counsel and Secretary of the Company. The Company requested that Ms. Milano continue her employment through a transition period, and on April 5, 2007, the Company accepted that Ms. Milano would resign as Senior Vice President, General Counsel and Secretary of the Company on June 1, 2007, and would continue as an employee of Eddie Bauer, Inc. until July 2, 2007. In consideration for Ms. Milano’s agreement to continue her service through July 2, 2007, the Company agreed to pay her a $300,000 retention bonus, of which $50,000 was paid on March 9, 2007, and the remaining $250,000 will be paid on May 31, 2007.
 
The specifics regarding Ms. Boyer, Ms. Milano, and Mr. Månsson’s employment agreements and termination and change in control payments are described in the section titled “Employment Agreements; Termination and Change in Control Payments” below.
 
 
Certain awards made under the Company’s 2005 Stock Incentive Plan qualify as performance-based compensation that will be fully deductible for federal income tax purposes under the $1 million cap rules of Section 162(m) of the Code. However, in order to design compensation programs that address the Company’s needs, the Company has not established a policy which mandates that all compensation must be deductible under Section 162(m). Payments under the AIP relating to the 2007 fiscal year will not qualify as performance-based compensation under Section 162(m). We also anticipate that grants of RSUs made under the 2005 Stock Incentive Plan will not be deductible. For 2006, approximately $1.5 million of compensation paid by the Company to our NEOs was not deductible under Section 162(m) because certain amounts received as base salary, retention bonuses and from the vesting of RSUs did not qualify as performance-based compensation and exceeded $1 million.


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The following table sets forth all compensation paid or earned by our Chief Executive Officer, our Interim Chief Financial Officer, each of our other three most highly compensated executive officers (whose compensation exceeded $100,000 during the last fiscal year) and our former Chief Financial Officer for services rendered to us for the fiscal year ended December 30, 2006. We refer to these executive officers as the NEOs.
 
                                                                         
                                        Change in
             
                                        Pension
             
                                        Value and
             
                                  Non-Equity
    Nonqualified
             
                                  Incentive
    Deferred
             
                      Stock
    Option
    Plan
    Compensation
    All Other
       
          Salary
    Bonus
    Awards(1)
    Awards(1)
    Compensation
    Earnings
    Compensation(2)
    Total
 
Name and Principal Position
  Year     ($)     ($)     ($)     ($)     ($)     ($)     ($)     ($)  
 
Fabian Månsson,
    2006     $ 980,000     $ 250,000 (4)   $ 1,972,487     $ 288,000                 $ 32,393     $ 3,522,880  
President and Chief
Executive Officer(3)
                                                                       
David Taylor,
    2006     $ 1,355,000                                   $ 39,536     $ 1,394,536  
Interim Chief
Financial Officer(5)
                                                                       
Kathleen Boyer,
    2006     $ 500,000     $     $ 673,111     $ 105,840                 $ 33,704     $ 1,312,655  
Senior Vice President,
Chief Merchandising
Officer
                                                                       
Shelley Milano,
    2006     $ 400,000     $     $ 673,111     $ 105,840                 $ 29,004     $ 1,207,955  
Senior Vice President,
General Counsel and Secretary
                                                                       
Ann Perinchief,
    2006     $ 365,000     $     $ 673,111     $ 105,840                 $ 29,647     $ 1,173,598  
Senior Vice
President, Retail
                                                                       
Timothy McLaughlin,
    2006     $ 52,721     $     $ (93,125 )   $ (12,013 )               $ 206,057     $ 153,640  
Former Chief
Financial Officer(6)
                                                                       
 
 
(1) The dollar amounts in these columns reflect the compensation expense/(income) recognized for financial statement reporting purposes for the fiscal year ended December 30, 2006, in accordance with SFAS 123R, and include amounts from awards granted prior to and during 2006. The assumptions used in the calculation of these amounts are included in footnote 17 to the Company’s audited financial statements for the fiscal year ended December 30, 2006 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2007.
 
(2) All Other Compensation for the fiscal year ending December 30, 2006, consists of the following:
 
                                                 
          VIP Long-Term
    Value of
    401(k)
             
    Perquisite
    Disability
    Supplemental Life
    Company
    Other/Other
       
    Allowance     Premiums     Insurance Premiums     Contribution     Cash Payments     Total  
 
Fabian Månsson
  $ 20,000     $ 3,500     $ 2,304     $     $ 6,589 (a)   $ 32,393  
David Taylor
  $     $     $     $     $ 39,536 (b)   $ 39,536  
Kathleen Boyer
  $ 18,000     $ 3,500     $ 2,304     $ 9,900     $     $ 33,704  
Shelley Milano
  $ 14,000     $ 2,800     $ 2,304     $ 9,900     $     $ 29,004  
Ann Perinchief
  $ 14,000     $ 3,500     $ 2,247     $ 9,900     $     $ 29,647  
Timothy McLaughlin
  $ 2,692     $ 292     $ 256     $ 2,019     $ 200,798 (c)   $ 206,057  
     _ _
 
(a) Consists of $4,288 for reimbursement of financial planning expenses, $1,222 of closing costs, $18 gross up of closing costs and $1,061 for residential security system.
 
(b) Consists of housing expenses totaling $39,536.
 
(c) “Other cash payments” to Mr. McLaughlin consist of $187,500 in severance payments, $3,846 cash out of personal holiday and $9,452 cash out of vacation.


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(3) Mr. Månsson resigned from his position as Chief Executive Officer and President of the Company and as a member of the Board of Directors of the Company, effective February 9, 2007.
 
(4) One time retention bonus paid to Mr. Månsson on January 31, 2006.
 
(5) The amount shown in the 2006 summary compensation table as salary for Mr. Taylor is the fees we paid to FTI Palladium Partners pursuant to the agreement between us and FTI Palladium Partners for the services Mr. Taylor rendered to us as Interim Chief Financial Officer. In addition to these fees, we reimbursed FTI Palladium Partners $119,293 for expenses incurred in connection with the provision of the Interim Chief Financial Officer services.
 
(6) Mr. McLaughlin resigned from his position as Chief Financial Officer of the Company, effective February 24, 2006.
 
 
The following table sets forth certain information regarding the grant of plan-based awards made during the fiscal year ended December 30, 2006, to the NEOs. Mr. Taylor was not entitled to any of our plan-based awards in fiscal year 2006.
 
                                                                                 
                                              All Other
    All Other
       
                                              Stock Awards:
    Option Awards:
       
          Estimated Future Payouts
                      Number of
    Number of
    Exercise or
 
          Under Non-Equity
    Estimated Future Payouts Under Equity
    Shares of
    Securities
    Base Price
 
          Incentive Plan Awards     Incentive Plan Awards     Stock or
    Underlying
    of Option
 
    Grant
    Threshold(1)
    Target(2)
    Maximum(3)
    Threshold
    Target
    Maximum
    Units
    Options
    Awards
 
Name
  Date     ($)     ($)     ($)     ($)     ($)     ($)     (#)     (#)     ($/Sh)  
 
Fabian Månsson
    n/a     $ 490,000     $ 980,000     $ 1,715,000                                      
Kathleen Boyer
    n/a     $ 175,000     $ 350,000     $ 612,500                                      
Shelley Milano
    n/a     $ 140,000     $ 280,000     $ 490,000                                      
Ann Perinchief
    n/a     $ 127,750     $ 255,500     $ 447,125                                      
Timothy McLaughlin
                                                           
 
 
(1) Threshold pays at 50% of the NEO’s incentive target.
 
(2) Target pays at 100% of the NEO’s incentive target.
 
(3) Maximum payment is 175% of the NEO’s incentive target.
 
 
The following table sets forth, for each of the NEOs, certain information regarding the outstanding equity awards on December 30, 2006. Mr. Taylor was not entitled to any of our plan-based awards in fiscal year 2006.
 
                                                                                 
          Option Awards     Stock Awards  
                                                          Equity
 
                                                          Incentive
 
                            Equity
    Plan Awards:
 
                      Equity
                            Incentive
    Market or
 
                      Incentive
                            Plan Awards:
    Payout
 
                      Plan Awards:
                      Market
    Number of
    Value of
 
          Number of
    Number of
    Number of
                Number of
    Value of
    Unearned
    Unearned
 
          Securities
    Securities
    Securities
                Shares or
    Shares or
    Shares,
    Shares,
 
          Underlying
    Underlying
    Underlying
                Units of
    Units of
    Units or
    Units or
 
          Unexercised
    Unexercised
    Unexercised
    Option
          Stock That
    Stock That
    Other Rights
    Other Rights
 
          Options
    Options
    Unearned
    Exercise
    Option
    Have Not
    Have Not
    That Have
    That Have
 
    Grant
    (#)
    (#)
    Options
    Price
    Expiration
    Vested
    Vested
    Not Vested
    Not Vested
 
Name
  Date     Exercisable     Unexercisable     (#)     ($)     Date     (#)     ($)     (#)     ($)  
 
Fabian Månsson
    11/3/2005       50,000       50,000 (1)           $ 23.37       11/3/2015       133,334 (2)   $ 1,208,006              
Kathleen Boyer
    11/3/2005       18,375       18,375 (3)           $ 23.37       11/3/2015       45,500 (4)   $ 412,230              
Shelley Milano
    11/3/2005       18,375       18,375 (3)           $ 23.37       11/3/2015       45,500 (4)   $ 412,230              
Ann Perinchief
    11/3/2005       18,375       18,375 (3)           $ 23.37       11/3/2015       45,500 (4)   $ 412,230              
Timothy McLaughlin
                                                             
 
 
(1) Unvested options vest in two installments: 25,000 on November 3, 2007 and 25,000 on November 3, 2008. On February 9, 2007, in connection with Mr. Månsson’s resignation, his unvested options vested in full and will remain exercisable for the duration of their 10-year term.


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(2) Unvested restricted stock units vest in two installments: 66,667 on July 1, 2007 and 66,667 on July 1, 2008. On February 9, 2007, in connection with Mr. Månsson’s resignation, his unvested restricted stock units vested in full.
 
(3) Unvested options vest in two installments: 9,187 on November 3, 2007 and 9,188 on November 3, 2008.
 
(4) Unvested restricted stock units vest in two installments: 22,750 on July 1, 2007 and 22,750 on July 1, 2008.
 
 
The following table sets forth, for each of the NEOs, the amounts received upon the exercise of options or similar instruments, and the vesting of restricted stock or similar instruments, during the fiscal year ended December 30, 2006. Mr. Taylor was not entitled to any of our plan-based awards in fiscal year 2006.
 
                                 
    Option Awards     Stock Awards  
    Number of Shares
    Value Realized on
    Number of Shares
    Value Realized on
 
    Acquired
    Exercise
    Acquired
    Vesting(1)
 
Name
  on Exercise (#)     ($)     on Vesting (#)     ($)  
 
Fabian Månsson
                66,666     $ 766,659  
Kathleen Boyer
                22,750     $ 261,625  
Shelley Milano
                22,750     $ 261,625  
Ann Perinchief
                22,750     $ 261,625  
Timothy McLaughlin
                       
 
 
(1) This column sets forth the amount realized by each NEO upon the vesting of restricted stock units held by such NEO on July 1, 2006 (based on a price of $11.50 per share, which was the closing price of the Company’s common stock on June 30, 2006). However, as a result of certain trading restrictions, the Company offered the NEOs the opportunity to defer settlement of the restricted stock units until December 20, 2006. All NEOs deferred settlement of the restricted stock units until December 20, 2006. The value realized by each NEO at the settlement date (based on a price of $9.03 per share) was as follows:
 
         
Fabian Månsson
  $ 601,994  
Kathleen Boyer
  $ 205,433  
Shelley Milano
  $ 205,433  
Ann Perinchief
  $ 205,433  
 


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As of December 30, 2006, we had employment agreements with each of Fabian Månsson, Kathleen Boyer and Shelley Milano. Each of these agreements provide for payments upon certain termination events, and Mr. Månsson’s employment agreement provides for payments upon a Change in Control. In addition, each of our NEOs is eligible to participate in the Change in Control Plan, which was established in November 2005 and amended and restated in June 2006 by our Board of Directors. For a description of the Change in Control Plan, see “Compensation Discussion and Analysis — Other Benefits — Change in Control” above. Furthermore, Ms Milano was eligible to participate in the Project Bonus Plan. For a description of the Project Bonus Plan see “Compensation Discussion and Analysis — Other Benefits — Project Bonus Plan” above.
 
 
Mr. Månsson entered into an amended and restated employment agreement with Eddie Bauer and Eddie Bauer, Inc. pursuant to which he agreed to serve as President and Chief Executive Officer of each of Eddie Bauer and Eddie Bauer, Inc. for a period beginning on December 14, 2005. Mr. Månsson’s employment agreement had a term of three years, unless sooner terminated. The employment agreement provided for an annual base salary of $980,000, to be reviewed on an annual basis, and a longevity bonus of $250,000. Under the terms of the agreement, Mr. Månsson was eligible for participation in all long-term incentive plans, annual incentive plans or bonus plans as we may adopt. His target bonus under our annual incentive and bonus plans was 100% of his annual base salary, subject to a minimum of 50% of his base salary if any payments were made with respect to a bonus plan year, and a maximum of 175% of base salary. The employment agreement provided Mr. Månsson with an annual perquisite allowance of $20,000, as well as a personal allowance of $10,000 for expenses incurred in connection with tax and financial planning and related legal advice. Mr. Månsson was also entitled to reimbursement of relocation expenses and closing costs in connection with the purchase of a permanent residence in the United States, as well as expenses related to the installation of a home security system.
 
If Mr. Månsson’s employment agreement was terminated by the Company for “Cause” (as defined in his employment agreement) or by Mr. Månsson other than for “Good Reason” (as defined in his employment agreement), the employment agreement provided that we would pay Mr. Månsson (i) his accrued and unpaid base salary, perquisite allowance and planning allowance, (ii) his accrued and unpaid salary with respect to vacation days accrued but not taken through the date of termination, (iii) any deferred amounts, and (iv) any other compensation that had been earned, accrued or was owing under the terms of any applicable plan, program or arrangement as of the termination date, including any incentive awards under the AIP, which we collectively refer to as the “Accrued Compensation.”
 
If Mr. Månsson’s employment agreement was terminated by the Company without Cause, or by Mr. Månsson for Good Reason, in each case more than six months prior to a Change in Control, the employment agreement provided that we would pay Mr. Månsson (i) his Accrued Compensation, (ii) his base salary for an additional two years after the termination date, (iii) at such time as other participants in the bonus plan were paid their respective bonuses in respect of that bonus plan year, a pro-rata bonus equal to the product of (a) the greater of (x) the target bonus under the bonus plan for the bonus plan year during which the termination date occurs, and (y) the actual bonus under such plan paid or payable to Mr. Månsson in respect of the immediately preceding bonus plan year, and (b) the fraction obtained by dividing (a) the number of days in the plan year elapsed through and including the termination date by (b) 365, which we refer to as the “Pro-Rata Bonus,” (iv) at such time as other participants in the bonus plan were paid their respective bonuses in respect of the bonus plan year during which the termination date occurs, an amount equal to the difference between (a) the greater of (y) Mr. Månsson’s target bonus under the bonus plan for the termination year, and (z) the actual bonus under such plan paid or payable to Mr. Månsson in respect of the immediately preceding bonus plan year, and (b) the Pro-Rata Bonus paid to the Mr. Månsson, (v) at such time as other participants in the bonus plan were paid their respective bonuses, in respect of each of the two bonus plan years immediately following the termination year, an amount equal to the greater of (a) the Mr. Månsson’s target bonus for the termination year, and (b) Mr. Månsson’s actual annual incentive compensation paid or payable with respect to the plan year immediately preceding the termination year, provided that the Company would pay in respect of the last of such bonus plan years only a pro- rata share of such annual bonus equal to the product of such bonus and a fraction, the numerator of which is the number of days during the termination year through and including the termination


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date and the denominator of which is 365, (vi) up to $35,000 for outplacement services for a period of up to one year commencing on or before the one-year anniversary of the termination date, but in no event extending beyond the date on which Mr. Månsson commenced other full-time employment, and (vii) upon presentation of invoices, the Company would reimburse Mr. Månsson for (a) reasonable costs associated with the packing, moving and unpacking of household goods and furnishings to a new permanent residence in Sweden, (b) broker’s fees and commissions payable on the sale of the Mr. Månsson’s then current principal residence in the United States up to an amount equal to six percent (6%) of the selling price of such residence, and (c) up to three percent (3%) of the purchase price of the Mr. Månsson’s new permanent residence in Sweden to cover the closing costs associated with the purchase of such new permanent residence; provided that such costs or fees were incurred within one (1) year following the termination date; provided further that the Company would gross up the compensation to be paid pursuant to this subsection (vii) to offset all income taxes incurred by Mr. Månsson as a result of such reimbursed costs and expenses, including such gross-up payment (we refer to the relocation expenses, as grossed up, as the “Relocation Expenses.” In addition, for a period of two years after the termination date, we would continue to pay the premium on Mr. Månsson’s term life insurance coverage in an amount equal to $5,000,000, which we refer to as the “Insurance Premiums,” and to provide Mr. Månsson and his beneficiaries continued participation in all medical, dental, vision, prescription drug, hospitalization and life insurance coverages and in all other employee welfare benefit plans, programs and arrangements in which the Mr. Månsson was participating immediately prior to the termination date, on terms and conditions that are no less favorable than those that applied on the termination date, which we refer to as the “Employee Welfare Benefits.” In addition, Mr. Månsson’s unvested equity awards would immediately vest, with any stock options remaining exercisable for the remainder of the original option term.
 
If Mr. Månsson’s employment agreement was terminated by the Company without Cause, or by Mr. Månsson for Good Reason, in either case within six months prior to, or two years after, a Change in Control, the employment agreement provided that we would pay Mr. Månsson the amounts set forth in the previous paragraph, provided, however, that (i) the multiplier of “2” as it appears in subsections (ii) and (v) of the previous paragraph in each instance would be substituted with a multiplier of “3,” (ii) any sums payable pursuant to subsections (i), (ii), (iv) or (v) of the previous paragraph would be paid in a lump sum within fifteen (15) days after the termination date, (iii) the cap applicable to outplacement services would be raised to fifty thousand dollars ($50,000), and (iv) nothing contained herein would preclude, limit or delay any additional payments or benefits otherwise owing to the Mr. Månsson as the result of such Change in Control pursuant to the Change in Control Plan, provided that Mr. Månsson would not be entitled to any duplicative payments or benefits as a result of the interaction of any such Change in Control Plan and his employment agreement. In addition, for a period of three years after the termination date, we would continue to pay the Insurance Premiums, and to provide Mr. Månsson and his beneficiaries Employee Welfare Benefits. Furthermore, the employment agreement also provided that if any payment by the Company resulted in excise tax under the parachute payment rules of Section 280G of the Code, then Mr. Månsson would be entitled to a gross-up payment so that the net amount retained would be equal to his or her payment less ordinary and normal taxes (but not less the excise tax).
 
If Mr. Månsson’s employment agreement was terminated by the Company or Mr. Månsson as a result of Mr. Månsson’s disability, the employment agreement provided that we would pay Mr. Månsson (i) his Accrued Compensation, (ii) his Pro-Rata Bonus, (iii) his base salary for a period of 12 months following the termination date and 50% of his base salary for the next 12 months, provided, however, that such base salary would be reduced by the amount of any benefits Mr. Månsson received by reason of his disability under the Company’s relevant disability plan or plans, and (iv) his Relocation Expenses. In addition, for a period of two years after the termination date, we would continue to pay the Insurance Premiums, and to provide Mr. Månsson and his beneficiaries continued participation in Employee Welfare Benefits. In addition, Mr. Månsson’s unvested equity awards would immediately vest, with any stock options remaining exercisable for the remainder of the original option term.
 
If Mr. Månsson’s employment agreement was terminated due to Mr. Månsson’s death, the employment agreement provided that we would pay Mr. Månsson’s estate or his beneficiaries (i) his Accrued Compensation, (ii) his Pro-Rata Bonus, (iii) his life insurance proceeds, and (iv) the Relocation Expenses. In addition, Mr. Månsson’s unvested equity awards would immediately vest, with any stock options remaining exercisable for the remainder of the original option term.


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If Mr. Månsson’s employment agreement was terminated as a consequence of a non-renewal of the same, the employment agreement provided that we would pay Mr. Månsson (i) his Accrued Compensation, (ii) his Pro-Rata Bonus, (iii) his base salary for a period of one year following the termination date, (iv) up to $35,000 for outplacement services for a period of up to one year commencing on or before the one-year anniversary of the termination date, but in no event extending beyond the date on which Mr. Månsson commences other full-time employment, and (v) his Relocation Expenses. In addition, for a period of one year after the termination date, we would continue to pay the Insurance Premiums, and to provide Mr. Månsson and his beneficiaries continued participation in Employee Welfare Benefits. In addition, Mr. Månsson’s unvested equity awards would immediately vest, with any stock options remaining exercisable for the remainder of the original option term.
 
In the event that any payment or other benefit provided to Mr. Månsson upon his termination was determined, in whole or in part, to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code, and Mr. Månsson was a specified employee as defined in Section 409A(2)(B)(i) of the Code, such payments would not have been paid before the day that was six months plus one day after the Termination Date.
 
 
On February 9, 2007, Mr. Månsson resigned from his position as Chief Executive Officer and President of the Company and as a member of the Board of Directors. In connection with Mr. Månsson’s resignation, the Company and Mr. Månsson entered into a separation agreement, which provides for payments of the following amounts that Mr. Månsson is entitled to receive pursuant to the terms of his pre-existing employment agreement: (a) accrued but unpaid compensation attributable to earned salary and salary that would have been earned for periods through May 9, 2007, unused earned vacation days and vacation days that would have been earned through May 9, 2007, and any other compensation that has been or would be earned or accrued under any bonus or other benefit plans to May 9, 2007, (b) continued payment of his annual base salary of $980,000 through May 9, 2009, (c) continued participation in life insurance, group health and all other employee welfare benefit plans through May 9, 2009 (or such earlier time as Mr. Månsson obtains equivalent coverages and benefits from a subsequent employer), (d) bonus payments of $980,000 for each of 2007 and 2008 and $346,356 for 2009, (e) full accelerated vesting of all stock options and restricted stock units granted to Mr. Månsson, with such stock options to remain exercisable for the duration of their 10-year term, (f) reimbursement of outplacement services fees, up to $35,000, and (g) reimbursement of expenses related to his relocation to Sweden, reimbursement of certain expenses relating to the sale of his current principal residence in the United States (up to 6% of the sales price of such residence), and reimbursement of closing costs relating to the purchase of a new residence in Sweden (up to 3%), plus a tax-gross-up payment.
 
The Company and Mr. Månsson agreed that the first six months of base salary payments will be paid in a lump sum on August 10, 2007, in compliance with Code Section 409A. Further, the Company agreed to pay his legal fees reasonably incurred in connection with the negotiation and execution of the separation agreement.
 
The confidentiality, nonsolicitation and noncompetition provisions in Mr. Månsson’s pre-existing employment agreement will remain in full force and effect. In the event that there is a “Change of Control” (as defined in his employment agreement) with respect to the Company within nine months after February 9, 2007, Mr. Månsson is entitled to receive: (i) his annual base salary for an additional year; (ii) continued participation in life insurance, group health and all other employee welfare benefit plans through May 9, 2010 (or such earlier time as Mr. Månsson obtains equivalent coverages and benefits from a subsequent employer); (iii) an additional bonus payment of $980,000; and (iv) an additional $15,000 on the limit of his reimbursable outplacement services.
 
 
Ms. Boyer entered into an employment letter agreement with Eddie Bauer in July 2004 pursuant to which she agreed to serve as Senior Vice President, Chief Merchandising Officer of Eddie Bauer, Inc. The letter agreement provides for an annual base salary of $475,000, to be reviewed on an annual basis, and Ms. Boyer received a signing bonus of $100,000. Ms. Boyer also receives an executive perquisite allowance of $18,000 per year for automobile expenses and/or financial, tax and estate planning. As a participant in the AIP, Ms. Boyer is eligible to receive a


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bonus targeted at 70% of her annual base salary if Eddie Bauer reaches target performance goals. Ms. Boyer received a one-time relocation payment in connection with her relocation to the Seattle, Washington, area.
 
If Ms. Boyer’s employment agreement is terminated by the Company for “Misconduct” (as defined in her employment agreement) or she voluntary resigns without “Good Reason” (as defined in her employment agreement), the employment agreement provides that we will pay Ms. Boyer (i) her accrued and unpaid base salary, (ii) her accrued and unpaid salary with respect to vacation days accrued but not taken through the date of termination, and (iii) all vested amounts and benefits due under any plan or program in accordance with their terms.
 
If Ms. Boyer’s employment agreement is terminated for any reason, other than by the Company for Misconduct or by her without Good Reason, the employment agreement provides that we will pay Ms. Boyer (i) her accrued and unpaid base salary, (ii) her accrued and unpaid salary with respect to vacation days accrued but not taken through the date of termination, (iii) any unpaid annual bonus pursuant to the AIP for any completed fiscal year, (iv) a pro rata bonus, if any, pursuant to the AIP for the year of termination based on her target bonus for such year which will be paid at the time such bonuses are generally paid, and (v) all vested amounts and benefits due under any plan or program in accordance with their terms, which we collectively refer to as the “Accrued Amounts.”
 
If Ms. Boyer’s employment agreement is terminated by the Company for any reason, other than Misconduct, “Incapacity” (as defined in her employment agreement), or death, or by Ms. Boyer for Good Reason, the employment agreement provides that we will pay Ms. Boyer, in addition to the Accrued Amounts, (i) one year of base salary, (ii) payment in an amount equal to an average AIP payment, defined as the average actual bonus paid over the two years prior to termination under the AIP and, if the termination occurs before Ms. Boyer would have been eligible to receive two annual bonuses, an amount equal to the target annual bonus received under the AIP in the year prior to termination, (iii) one year of continued medical coverage; and (iv) a relocation payment of $10,000. The payment of any severance amounts and benefits to Ms. Boyer set forth in this paragraph is subject to the execution by Ms. Boyer of a release.
 
If Ms. Boyer’s employment agreement is terminated by the Company for Incapacity, the employment agreement provides that, in addition to the Accrued Amounts, (i) Ms. Boyer will continue to be employed by the Company as a non-executive employee on the same terms and conditions, including base salary, in effect as of the date of such notification until the earlier of the date on which (i) she qualifies for long term disability benefits under the long term disability plan in effect at the time of her Incapacity or (ii) the benefit waiting period under the long term disability plan in effect at the time of her Incapacity ends. All payments and benefits provided to Ms. Boyer in accordance with the prior sentence will be reduced by any payments or benefits she receives under any disability plan, program or arrangement maintained for the benefit of our employees.
 
The tables on pages 13-15 of this Amendment No. 2 to Annual Report on Form 10-K set forth the potential payments to Ms. Boyer upon termination or Change in Control.
 
 
Ms. Milano entered into an employment letter agreement with Eddie Bauer in March 2005 pursuant to which she agreed to serve as Senior Vice President, General Counsel and Secretary. The letter agreement provides for an annual base salary of $350,000, subject to review on an annual basis, and the letter agreement provided for a signing bonus of $50,000. Ms. Milano also receives an executive perquisite allowance of $14,000 per year for automobile expenses and/or financial, tax and estate planning. As a participant in the AIP, Ms. Milano is eligible to receive a bonus targeted at 70% of her annual base salary if Eddie Bauer reaches target performance goals.
 
If Ms. Milano is terminated by the Company for reasons other than “Misconduct” (as defined her letter agreement), she will receive 12 months of severance based on her highest base salary in the past year. Eddie Bauer will also provide six months of medical insurance under COBRA at an associate rate. Ms. Milano would not be entitled to severance benefits if she voluntarily terminates her employment with us, or if her employment is terminated for Misconduct. The payment of any severance amounts and benefits to Ms. Milano is subject to the execution by Ms. Milano of a waiver and release of claims against the Company.


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In early March 2007, Ms. Milano tendered her resignation as Senior Vice President, General Counsel and Secretary of the Company. The Company requested that Ms. Milano continue her employment through a transition period, and on April 5, 2007, the Company accepted that Ms. Milano would resign as Senior Vice President, General Counsel and Secretary of the Company on June 1, 2007, and would continue as an employee of Eddie Bauer, Inc. until July 2, 2007. In consideration for Ms. Milano’s agreement to continue her service through July 2, 2007, the Company agreed to pay her a $300,000 retention bonus, of which $50,000 was paid on March 9, 2007, and the remaining $250,000 will be paid on May 31, 2007.
 
Eddie Bauer Termination Benefits(1,2)
 
                                                         
                Value of
                Long-
       
                Accelerated
          Life
    Term
       
    Separation
          Equity
    Excise Tax
    Insurance
    Disability
       
    Benefit     Pro-Rata Bonus     Awards     Gross Up(3)     Proceeds(4)     Payments(5)     Total  
 
Fabian Månsson
                                                       
By Company Without Cause
  $ 3,983,993 (6)   $ 980,000     $ 1,208,000                       $ 6,171,993  
By Officer for Good Reason
  $ 3,983,993 (6)   $ 980,000     $ 1,208,000                       $ 6,171,993  
Change in Control
  $ 6,953,490 (7)   $ 980,000     $ 1,208,000     $ 2,906,199                 $ 12,047,689  
Death(8)
        $ 980,000     $ 1,208,000           $ 1,500,000           $ 3,688,000  
Disability
  $ 28,993 (9)   $ 980,000     $ 1,208,000                 $ 6,750,000     $ 8,966,993  
Kathleen Boyer
                                                       
By Company Without Cause
  $ 874,269 (6)   $ 350,000 (10)                           $ 1,224,269  
By Officer for Good Reason
  $ 874,269 (6)   $ 350,000 (10)                           $ 1,224,269  
Change in Control
  $ 2,099,656 (7)         $ 412,230                       $ 2,511,886  
Death
                          $ 1,500,000             $ 1,500,000  
Disability
                                $ 2,125,000     $ 2,125,000  
Ann Perinchief
                                                       
By Company Without Cause
                                         
By Officer for Good Reason
                                         
Change in Control
  $ 1,550,385 (7)         $ 412,230                       $ 1,962,615  
Death
                          $ 1,500,000           $ 1,500,000  
Disability
                                $ 3,475,000     $ 3,475,000  
Shelley Milano
                                                       
By Company Without Cause
  $ 404,480 (6)                                 $ 404,480  
By Officer for Good Reason
                                         
Change in Control
  $ 1,927,175 (7)         $ 412,230     $ 663,808                 $ 3,003,213  
Death
                          $ 1,500,000           $ 1,500,000  
Disability
                                $ 4,350,000     $ 4,350,000  
 
 
(1) For purposes of this termination benefits table, we have assumed that as of December 29, 2006, no NEO had (i) accrued and unpaid base salary, (ii) accrued and unpaid salary with respect to vacation days accrued but not taken through the date of termination, and (iii) any amounts or benefits earned, accrued or owing under any Company plan or program, which we collectively refer to as the “Accrued Compensation.” Upon a termination “By Company for Cause” or “By Officer Without Good Reason,” NEOs are entitled solely to Accrued Compensation. Since we have assumed that no Accrued Compensation is owing as of December 29, 2006, we have not included these termination events in the table above.
 
(2) All NEOs are covered by the Change in Control Plan. In addition, as of December 29, 2006, three NEOs, Fabian Månsson, Kathleen Boyer and Shelley Milano, had employment agreements that provided for severance benefits upon certain non-change in control termination events.
 
(3) All NEOs are eligible to receive tax gross-ups should payments to them be subject to excise tax following a Change in Control. As of December 29, 2006, Mr. Månsson and Ms. Milano were the only executives who would have been subject to excise tax.
 
(4) Up to four times base salary, with maximum benefit capped at $1.5 million. Mr. Månsson’s employment agreement provided for up to $5 million in life insurance proceeds if certain requirements were met. However, Mr. Månsson failed to meet these requirements and was only eligible for $1.5 million.


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(5) Provides up to 60% of salary replacement, to a maximum of $25,000 per month. For purposes of calculating the aggregate long-term disability payment for each NEO, we have applied the maximum payment per month ($25,000) for such NEO up to age 65.
 
(6) See “Separation Benefits — By Company Without Cause and By Officer for Good Reason” below for details.
 
(7) See “Separation Benefits — Change in Control” below for details.
 
(8) Mr. Månsson’s estate was entitled to reimbursement for Relocation Expenses incurred in connection with the relocation of Mr. Månsson’s beneficiaries to Sweden. The Company cannot provide an estimate of the cost of these Relocation Expenses. See summary of Mr. Månsson’s employment agreement on pages 9-11 of this Amendment No. 2 to Annual Report on Form 10-K for a description of Relocation Expenses.
 
(9) Pursuant to the terms of his employment agreement, Mr. Månsson was eligible to receive 100% of his base salary for a period of 12 months after termination for disability and 50% of his base salary for the 12 months thereafter, reduced by the value of long-term disability payments. Because disability payments to Mr. Månsson exceed 150% of Mr. Månsson’s base salary, this benefit is reduced to zero. The Company was also responsible for providing medical, dental, life and disability insurance for a period of two years at an estimated cost of $28,993. In addition, Mr. Månsson was entitled to reimbursement for Relocation Expenses incurred in connection with his relocation to Sweden. The Company cannot provide an estimate of the cost of these Relocation Expenses. See summary of Mr. Månsson’s employment agreement on pages 9-11 of this Amendment No. 2 to Annual Report on Form 10-K for a description of Relocation Expenses.
 
(10) For purposes of the pro-rata bonus payable to Ms. Boyer upon a termination “By Company Without Cause” or “By Officer for Good Reason,” we assumed that Ms. Boyer’s unpaid annual bonus under the AIP for fiscal year 2006 was $350,000. However, in 2007 the Company determined that the performance goals for payment of the bonuses under the AIP had not been met in fiscal year 2006 and, as a result, Ms. Boyer did not receive an AIP bonus.
 
 
                                         
          Company
                   
          Provided
                   
    Cash
    Medical
    Relocation
             
    Severance(11)     Benefits(12)     Expense(13)     Outplacement     Total  
 
Fabian Månsson(14)
  $ 3,920,000     $ 28,993           $ 35,000     $ 3,983,993  
Kathleen Boyer
  $ 850,000     $ 14,269     $ 10,000           $ 874,269  
Shelley Milano
  $ 400,000     $ 4,480                 $ 404,480  
 
 
(11) For Mr. Månsson, cash severance equals two times base salary plus target bonus. For Ms. Boyer, cash severance equals one time base pay plus target bonus. For Ms. Milano, cash severance equals one time base salary.
 
(12) For Mr. Månsson, medical benefits reflect two years of medical, dental, life and disability insurance. For Ms. Boyer, medical benefits equal the greater of (i) one year of COBRA at the associate rate, or (ii) COBRA at the associate rate for the period as specified in the severance program in effect at the time. For Ms. Milano, medical benefits equal COBRA at the associate rate for a period of six months.
 
(13) Mr. Månsson was entitled to reimbursement for Relocation Expenses incurred in connection with his relocation to Sweden. The Company cannot provide an estimate of the cost of these Relocation Expenses. See summary of Mr. Månsson’s employment agreement on pages 9-11 of this Amendment No. 2 to Annual Report on Form 10-K for a description of Relocation Expenses.
 
(14) If Mr. Månsson’s employment were terminated by the Company without Cause or by Mr. Månsson for Good Reason during the period six months prior to, or two years after, a Change in Control, the severance multiple of two used for determining the value of his separation and medical benefits would have been increased to three (resulting in a separation payment of $5.88 million and medical benefits of $43,490). Additionally, the value of outplacement benefits would have increased from $35,000 to $50,000 and Mr. Månsson would have been eligible for a gross-up payment to cover the value of any excise tax.


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          Current
                Total
 
    Cash
    Annual
    Project
          Separation
 
    Severance(15)     Bonus(16)     Bonus(17)     Benefits(18)     Benefit  
 
Fabian Månsson(19)
  $ 5,880,000     $ 980,000           $ 93,490     $ 6,953,490  
Kathleen Boyer
  $ 1,700,000     $ 350,000           $ 49,656     $ 2,099,656  
Ann Perinchief
  $ 1,241,000     $ 255,500           $ 53,885     $ 1,550,385  
Shelley Milano
  $ 1,360,000     $ 280,000     $ 240,000     $ 47,175     $ 1,927,175  
 
 
(15) Per the Change in Control Plan, all NEOs, other than Mr. Månsson, receive two times base salary plus two times the greater of the target bonus for the fiscal year in which the termination occurs or the average annual bonus paid in the three full fiscal years ending prior to the date of termination. Mr. Månsson was entitled to receive three times base salary plus three times the greater of the target bonus for the fiscal year in which the termination occurred or the average annual bonus paid in the three full fiscal years ending prior to the date of termination.
 
(16) All NEOs receive a full year non-prorated target payout under the current year annual incentive plan.
 
(17) Ms. Milano is the only NEO eligible for a bonus under the Project Bonus Plan.
 
(18) Includes two years continuation of medical, dental, life, and disability insurance, except for Mr. Månsson who was entitled to receive three years. Also includes $25,000 in outplacement services benefits for each executive, except for Mr. Månsson who was eligible to receive $50,000.
 
(19) Mr. Månsson was entitled to reimbursement for Relocation Expenses incurred in connection with his relocation to Sweden. The Company cannot provide an estimate of the cost of these Relocation Expenses. See summary of Mr. Månsson’s employment agreement on pages 9-11 of this Amendment No. 2 to Annual Report on Form 10-K for a description of Relocation Expenses.


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     All non-employee directors receive an annual board retainer fee of $65,000, delivered in four equal quarterly installments, and an annual retainer fee of $7,500 for service as Chair of the Audit Committee and $5,000 for service as Chair of the Compensation Committee or Nominating and Corporate Governance Committee. The Chair of our Board of Directors receives an annual board retainer fee of $85,000, bringing his total retainer to $150,000. Non-employee directors also receive $1,500 for each meeting of the Board and $1,250 for each meeting of a committee of the Board attended and are reimbursed for their expenses for each meeting attended. From time to time non-employee directors receive equity awards. On November 3, 2005, each of our non-employee directors received a grant consisting of 4,280 restricted stock units and 17,000 stock options. Each stock option is exercisable at a price per share of $23.37.
     In accordance with term sheets that were negotiated with the eight non-employee directors at the time of their initial nomination by the committee of unsecured creditors appointed in connection with Spiegel, Inc.’s bankruptcy proceedings, each non-employee director is entitled to receive an annual grant of restricted stock units valued at $100,000 on the date of grant. However, as a result of the Company’s pursuit of strategic alternatives throughout 2006, the Board of Directors did not authorize the grant of restricted stock units to which the non-employee directors were entitled in 2006. The Board of Directors therefore anticipates that it will grant restricted stock units valued at $200,000 on the date of grant to each non-employee director in 2007, and that it will grant Howard Gross restricted stock units valued at $100,000 on the date of grant in consideration for his service as a non-employee director in 2006. However, if Mr. Gross ceases to serve as the Company’s Interim Chief Executive Officer during 2007, the Board of Directors will grant him additional restricted stock units valued at $100,000 on the date of grant.
     Non-employee directors may, at their election, defer any portion of or their entire cash retainer, meeting fees and any other fees under our nonqualified deferred compensation plan. When a director elects to defer a portion of his or her compensation such amount is allocated to an account that tracks the performance of our common stock. Each deferred amount is assigned a number of hypothetical shares of our common stock at the time of the deferral based on the fair market value of the common stock on that date. The value of the deferred amount fluctuates with the value of our common stock and may lose value. At the elected time pursuant to the nonqualified deferred compensation plan, the value of the deferred amount is paid to the director in cash.
     The following table and related footnotes summarize the compensation paid by the Company to each non-employee director for the fiscal year ended December 30, 2006.
 
                                         
    Fees Earned
                         
    or
    Stock
    Option
    All Other
       
    Paid in Cash
    Awards(1)
    Awards(1)
    Compensation
    Total
 
Name
  ($)     ($)     ($)     ($)     ($)  
 
William T. End
  $ 193,423 (2)   $ 42,211 (3)   $ 66,640 (4)         $ 302,274  
John C. Brouillard
  $ 117,016     $ 42,211 (3)   $ 66,640 (4)         $ 225,867  
Howard Gross(5)
  $ 86,600     $ 42,211 (3)   $ 66,640 (4)         $ 195,451  
Paul E. Kirincic
  $ 82,526     $ 42,211 (3)   $ 66,640 (4)         $ 191,377  
Kenneth M. Reiss
  $ 98,875     $ 42,211 (3)   $ 66,640 (4)         $ 207,726  
Laurie M. Shahon
  $ 107,753     $ 42,211 (3)   $ 66,640 (4)         $ 216,604  
Edward M. Straw
  $ 78,764     $ 42,211 (3)   $ 66,640 (4)         $ 187,615  
Stephen E. Watson
  $ 99,582     $ 42,211 (3)   $ 66,640 (4)         $ 208,433  
 
 
(1) The dollar amounts in these columns reflect the compensation expense/(income) recognized for financial statement reporting purposes for the fiscal year ended December 30, 2006, in accordance with SFAS 123R, and include amounts from awards granted prior to 2006. The assumptions used in the calculation of these amounts are included in footnote 17 to the Company’s audited financial statements for the fiscal year ended December 30, 2006 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2007.
 
(2) Mr. End deferred $75,000 of the $193,423 of fees earned or paid in cash. Our non-employee directors are eligible to participate in the Company’s nonqualified deferred compensation plan. A non-employee director may defer up to 100% of (i) the cash retainer and meeting and committee fees payable to him or her, and (ii) the second and third vesting installments of his or her restricted stock units, which will vest on July 1, 2007 and July 1, 2008. When a director elects to defer a portion of his or her compensation such amount is allocated to an account that tracks the performance of our common stock. Each deferred amount is assigned a number of hypothetical shares of our common stock at the time of the deferral based on the fair market value of the common stock on that date. The value of the deferred amount fluctuates with the value of our common stock and may lose value. At the elected time pursuant to the nonqualified deferred compensation plan, the value of the deferred amount is paid to the non-employee director in cash.
 
(3) At December 30, 2006, each non-employee director held options to purchase 17,000 shares of the Company’s common stock, with an exercise price of $23.37 per share.
 
(4) At December 30, 2006, each non-employee director held 4,280 restricted stock units.
 
(5) Although Mr. Gross is not currently receiving any compensation for serving on the Board of Directors, Mr. Gross did receive the amounts set forth above for serving as a non-employee director during fiscal year 2006.


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The information in this Compensation Committee Report shall not be deemed to be “soliciting material,” or to be “filed” with the Securities and Exchange Commission or to be subject to Regulation 14A or 14C as promulgated by the Securities and Exchange Commission, or to the liabilities of Section 18 of the Securities and Exchange Act of 1934.
 
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Amendment No. 2 to Annual Report on Form 10-K.
 
The Compensation Committee
 
Stephen E. Watson (Chair)
John C. Brouillard
Paul E. Kirincic
Compensation Committee Interlocks and Insider Participation
     During fiscal year 2006, the Compensation Committee of our Board of Directors consisted of Stephen E. Watson, John C. Brouillard and Paul E. Kirincic. None of our directors, other than our Interim Chief Executive Officer, Howard Gross, has at any time served as an officer or employee of Eddie Bauer or any of its subsidiaries. None of our executive officers served as a member of the board of directors or compensation committee of any entity that has or has had one or more executive officers serving as a member of our Board of Directors or Compensation Committee.


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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management
    The following table sets forth information regarding beneficial ownership of our common stock as of March 31, 2007, by:
    each of our non-employee directors;
 
    each of our NEOs;
 
    all of our directors and NEOs as a group; and
 
    all other stockholders known by us to beneficially own more than five percent of our outstanding common stock.
Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of the date as of which this information is provided, and not subject to repurchase as of that date, are deemed outstanding. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.
Except as indicated in the notes to this table, and except pursuant to applicable community property laws, each stockholder named in the table has sole voting and investment power with respect to the shares shown as beneficially owned by them. Percentage ownership is based on 30,448,520 shares of common stock outstanding on March 31, 2007. Unless otherwise indicated, the address for each of the stockholders listed below is c/o Eddie Bauer Holdings, Inc., 15010 NE 36th Street, Redmond, Washington 98052.
                 
    Number of Shares    
    of Common Stock   Percent of
    Beneficially   Common Stock
    Owned   Outstanding
Wellington Management Company, LLP (1)
    4,201,800       13.8 %
FMR Corp. (2)
    3,624,675       11.9  
Bank of America, N.A. (3)
    2,065,936       6.8  
JP Morgan Chase Bank, N.A (4)
    1,857,839       6.1  
Fabian Månsson (5)
    300,000       *  
Kathleen Boyer (6)
    41,125       *  
Shelley Milano (7)
    41,125       *  
Ann Perinchief (8)
    26,642       *  
William T. End (9)
    7,092       *  
John C. Brouillard (9)
    7,092       *  
Howard Gross (9)
    7,092       *  
Paul E. Kirincic (9)
    7,092       *  
Kenneth M. Reiss (9)
    7,092       *  
Laurie M. Shahon (9)
    7,092       *  
Edward M. Straw (9)
    7,092       *  
Stephen E. Watson (9)
    7,092       *  
David Taylor
           
Timothy McLaughlin
           
All directors and executive officers as a group (14 persons) (10)
    465,628       1.5 %
 
*   Indicates less than one percent.

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(1)   Information based on Schedule 13G filed on December 11, 2006, with the SEC by Wellington Management Company, LLP (“Wellington Management”). According to the Schedule 13G, Wellington Management has (a) shared voting power over 2,358,300 shares and (b) shared dispositive power over 4,201,800 shares. The shares listed above are owned of record by clients of Wellington Management. Wellington Management acknowledges that, in its capacity as investment advisor, it may be deemed the beneficial owner of the shares listed above. The address for Wellington Management is 75 State Street, Boston, Massachusetts 02109.
 
(2)   Information based on Schedule 13G/A filed on February 14, 2007, with the SEC by FMR Corp. and certain related entities. According to the Schedule 13G/A: (a) Fidelity Management & Research Company beneficially owns 3,621,875 shares as a result of acting as an investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940; and (b) Fidelity Management Trust Company beneficially owns 2,800 shares as a result of serving as investment manager of certain institutional accounts. Edward C. Johnson 3d and FMR Corp., which is the parent company of these entities, have sole voting power over 2,800 shares and sole dispositive power over 3,624,675 shares. Edward C. Johnson 3d and certain members of his family, collectively, may form a controlling group with respect to FMR Corp. The address of each entity and Edward C. Johnson 3d is 82 Devonshire Street, Boston, Massachusetts 02109.
 
(3)   Information based on Schedule 13G filed on February 8, 2006, with the SEC by Bank of America Corporation, NB Holdings Corporation and Bank of America, N.A (the “BofA Entities”). According to the Schedule 13G: (a) Bank of America, N.A. has sole voting and sole dispositive power over 2,065,936 shares; (b) Bank of America Corporation has shared voting power and shared dispositive power over 2,065,936 shares; and (c) NB Holdings Corporation has shared voting power and shared dispositive power over 2,065,936 shares. The address of the BofA Entities is 100 Tryon Street, Floor 25, Bank of America Corporate Center, Charlotte, North Carolina 28255.
 
(4)   Information based on Schedule 13G filed on February 12, 2007, with the SEC by JPMorgan & Chase Co. and its wholly-owned subsidiary, JPMorgan Chase Bank, National Association. According to the Schedule 13G, JPMorgan & Chase Co. has sole voting and dispositive power over 1,857,839 shares. The address for JPMorgan & Chase Co. is 270 Park Avenue, New York, NY 10017.
 
(5)   Includes 100,000 shares of common stock reserved for issuance upon exercise of stock options that are or will be exercisable on or before May 30, 2007. On February 9, 2007, in connection with Mr. Månsson’s resignation, his 50,000 unvested options vested in full and will remain exercisable for the duration of their 10-year term.
 
(6)   Includes 18,375 shares of common stock reserved for issuance upon exercise of stock options that are or will be exercisable on or before May 30, 2007.
 
(7)   Includes 18,375 shares of common stock reserved for issuance upon exercise of stock options that are or will be exercisable on or before May 30, 2007.
 
(8)   Includes 18,375 shares of common stock reserved for issuance upon exercise of stock options that are or will be exercisable on or before May 30, 2007. In addition, the total includes 6,037 shares of common stock reserved for issuance upon exercise of stock options that are or will be exercisable on or before May 30, 2007, and 75 shares of common stock held by Mr. Don Perinchief, her spouse. Ms. Perinchief disclaims beneficial ownership of the common stock underlying the stock options held by Mr. Perinchief.
 
(9)   Includes 5,666 shares of common stock reserved for issuance upon exercise of stock options that are or will be exercisable on or before May 30, 2007.
 
(10)   Includes 206,490 shares of common stock reserved for issuance upon exercise of stock options that are or will become exercisable on or before May 30, 2007.

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Summary of Equity Compensation Plan
     The following table sets forth information as of December 30, 2006 regarding shares of Eddie Bauer common stock that may be issued upon the exercise of options, warrants and rights granted to employees, consultants or members of the Board of Directors under all of our existing equity compensation plans.
                                         
    Number of Securities             Weighted Average             Number of Securities  
    to Be Issued Upon             Exercise Price of             Remaining Available  
    Exercise of             Outstanding             for Future Issuance  
    Outstanding Options,             Options, Warrants             Under Equity  
Plan Category   Warrants and Rights             and Rights             Compensation Plans  
Equity Compensation Plans Approved by Security Holders
                                 
Equity Compensation Plans Not Approved By Security Holders
    1,193,908       (1 )   $ 23.28       (2 )     587,845  
 
                             
Total
    1,193,908             $ 23.28               587,845  
 
(1)   Reflects securities issued under the Eddie Bauer Holdings, Inc. 2005 Stock Incentive Plan. Includes stock options to acquire 590,375 shares of common stock at a weighted-average exercise price of $23.28 per share and 603,533 restricted stock units.
 
(2)   Reflects the weighted-average exercise price of stock options granted and outstanding under the Eddie Bauer Holdings, Inc. 2005 Stock Incentive Plan as of December 30, 2006.

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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
     Part IV of our Original Filing is hereby amended solely to add the following exhibits required to be filed in connection with this Amendment No. 2.
(a)   3. Exhibits required by Item 601 of Regulation S-K
     
Exhibit    
Number   Description
**31.1
  Rule 13a-14(a)/15-14(a) Certification of Chief Executive Officer
 
   
**31.2
  Rule 13a-14(a)/15-14(a) Certification of Chief Financial Officer
 
**   Filed herewith

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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
     
 
  EDDIE BAUER HOLDINGS, INC.
 
 
   
 
  /s/ Howard Gross
 
  Howard Gross
 
  Interim Chief Executive Officer
 
   
 
  May 11, 2007
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

     
/s/   Howard Gross   /s/   David Taylor
Howard Gross   David Taylor
Interim Chief Executive Officer and Director   Interim Chief Financial Officer
(Principal executive officer)   (Principal financial and accounting officer)

 
   
Date: May 11, 2007   Date: May 11, 2007
     
/s/   William T. End   /s/   John C. Brouillard
William T. End   John C. Brouillard
Director   Director
     
Date: May 11, 2007   Date: May 11, 2007
 
 
     
    /s/   Kenneth M. Reiss
Paul E. Kirincic   Kenneth M. Reiss
Director   Director
     
Date:   Date: May 11, 2007
 
 
     
/s/   Laurie M. Shahon   /s/   Edward M. Straw
Laurie M. Shahon   Edward M. Straw
Director   Director
     
Date: May 11, 2007   Date: May 11, 2007
 
 
     
/s/   Stephen E. Watson    
Stephen E. Watson    
Director    
     
Date: May 11, 2007    

 

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