HELE DEF 14A Report ended Aug. 26, 2020

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

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

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3.	To appoint Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2021 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration; and

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(1)	Not reflected in table above is Mr. William Susetka, who will retire as a member of the Board of Directors effective as of the Annual Meeting and is not standing for reelection. Mr. Susetka is the Chair of the Corporate Governance committee. A new Chair will be elected at the Annual Meeting upon Mr. Susetka's retirement.

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•	FOR electing the eight nominees to the Board of Directors, as set forth in Proposal 1.

•	FOR the advisory approval of the Company's executive compensation, as set forth in Proposal 2.

•	FOR the appointment of Grant Thornton LLP as the Company’s auditor and independent registered public accounting firm for the 2021 fiscal year and to authorize the Audit Committee of the Board of Directors to set the auditor’s remuneration , as set forth in Proposal 3.

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•	affirmative determination by the Board of Directors that a majority of the Directors are independent;

•	regularly scheduled executive sessions of independent Directors;

•	Audit Committee, Nominating Committee, Governance Committee and Compensation Committee comprised of independent Directors and having the purposes and charters described below under the separate committee headings; or

•	specific Audit Committee responsibility, authority and procedures outlined in the charter of the Audit Committee.

•	independent for purposes of membership on the Audit Committee under Rule 5605(c)(2) of the NASDAQ listing standards, that includes the independence requirements of Rule 5605(a)(2) and additional independence requirements under SEC Rule 10A-3(b);

•	independent under the NASDAQ listing standards for purposes of membership on the Nominating Committee; and

•	independent under the NASDAQ listing standards for purposes of membership on the Compensation Committee, as a “non-employee director” under SEC Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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(1)	All non-employee Directors received a quarterly cash retainer of $25,000.

(2)

Non-employee Director's receive pre-tax Common Stock for services during the fiscal year. The amounts in this column are based on the grant date fair values of $111.80, $134.21, $155.13 and $162.21 per share on March 1, June 3, September 3, and December 2, 2019, respectively, computed in accordance with FASB ASC Topic 718. Each of the restricted stock awards vested on the grant date. With respect to stock awards, approximately 30 percent of the value of the grant is settled with cash in order for the Directors to satisfy any tax liabilities associated with the grant.

(3)	For his services as Deputy Chairman, Mr. Abromovitz received annual cash fees of $20,000, paid quarterly.

(4)	For his services as Chair of the Audit Committee, Mr. Case received annual cash fees of $17,500, paid quarterly.

(5)	For his services as Chairman of the Board and Chair of the Nominating Committee, Mr. Meeker received annual cash fees of $110,000 and $7,500, respectively, paid quarterly.

(6)

For the first two quarters of fiscal year 2020, for his services as Chair of the Compensation Committee, Mr. Susetka received total cash fees of $7,500, paid in quarterly payments of $3,750. During the last two quarters of fiscal year 2020, for his services and Chair of the Governance Committee, Mr. Susetka received total cash fees of $5,000, paid in quarterly payments of $2,500. Mr. Susetka, has elected to retire and not stand for re-election at the 2020 Annual Meeting.

(7)	For the first two quarters of fiscal year 2020, for his services as Chair of the Governance Committee, Mr. Woody received total cash fees of $5,000, paid in quarterly payments of $2,500. During the last two quarters of fiscal year 2020, for his services and Chair of Compensation Committee, Mr. Woody received total cash fees of $7,500, paid in quarterly payments of $3,750.

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*	Percent ownership is calculated using a base denominator of 25,330,479 shares of the Common Stock outstanding on May 15, 2020, adjusted in the case of Directors and executive officers, individually and as a group, for stock options exercisable within sixty days of May 15, 2020.

**	Ownership of less than one percent of the outstanding Common Stock.

(1)	Mr. Grass holds 9,932 shares subject to stock options that are exercisable within sixty days of May 15, 2020, which are included in the total shares beneficially owned of 45,275.

(2)	Based on the Schedule 13G/A filed on February 4, 2020. According to the filing, BlackRock, Inc. has sole dispositive power for 2,968,054 shares, shared dispositive power for zero shares, sole voting power for 2,908,574 shares, and shared voting power for zero shares.

(3)	Based on the Schedule 13G/A filed on February 7, 2020. According to the filing, FMR LLC currently has sole dispositive power for 2,476,194 shares, shared dispositive power for zero shares, sole voting power for 280,169 shares, and shared voting power for zero shares.

(5)	Based on the Schedule 13G filed on February 14, 2020. According to the filing, Capital Research Global Investors has sole dispositive power for 1,667,557 shares, shared dispositive power for zero shares, sole voting power for 1,667,557 shares, and shared voting power for zero shares.

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•	cumulative total shareholder returns of 68.5% and 114.8% over the past three and five fiscal years, respectively;

•	net sales revenue compound annual growth rates of 6.9% and 5.0% over the past three and five fiscal years, respectively;

•	Leadership Brand net sales compound annual growth rates of 9.2% and 9.1% over the past three and five fiscal years, respectively;

•	operating income compound annual growth rates of 1.7% and 3.2% over the past three and five fiscal years, respectively;

•	adjusted operating income compound annual growth rates of 8.7% and 7.5% over the past three and five fiscal years, respectively;

•	diluted earnings per share from continuing operations compound annual growth rates of 5.2% and 6.7% over the past three and five fiscal years, respectively;

•	adjusted diluted earnings per share from continuing operations compound annual growth rates of 12.8% and 11.1% over the past three and five fiscal years, respectively;

•	net cash provided by operating activities - continuing operations ("operating cash flow") compound annual growth rates of 8.5% and 9.5% over the past three and five fiscal years, respectively; and

•	free cash flow per share compound annual growth rates of 12.3% and 11.9% over the past three and five fiscal years, respectively.

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•	compensation for our NEOs should be linked to performance;

•	a higher percentage of compensation should be performance-based as an executive officer’s range of responsibility and ability to influence the Company’s results increase;

•	compensation should be competitive in relation to the marketplace and in consideration of sources of talent, experience and industry expertise; and

•	outstanding achievement should be recognized.

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•	Board members and our NEOs are prohibited from engaging in transactions (such as trading in options) designed to hedge against the value of the Company’s Common Stock, which would eliminate or limit the risks and rewards of the Common Stock ownership;

•	Board members and our NEOs are prohibited from short-selling the Common Stock, buying or selling puts and calls of the Common Stock, or engaging in any other transaction that reflects speculation about the Common Stock price or that might place their financial interests against the financial interests of the Company;

•	Board members and our NEOs are prohibited from entering into securities trading plans pursuant to SEC Rule 10b5-1 without pre-approval; further, no Board member or any NEO may trade in our Common Stock without pre-approval; and

•	Board members and our NEOs may trade in Common Stock only during open window periods, and only after they have pre-cleared transactions.

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(1)

These amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Long-term incentive awards were granted in fiscal year 2020 under the 2018 Stock Plan in the form of Performance RSAs to Messrs. Mininberg and Grass. Additionally, time-vested RSUs were granted to Mr. Grass under the 2018 Stock Plan. The reported value of the Performance RSAs is computed based on the probable outcome of the performance conditions, which is “target.” For each of the NEOs, the ultimate payout for the Performance RSAs can range from zero shares to a maximum of 200 percent of target. Further information regarding the awards is included in the tables entitled “Grants of Plan-Based Awards in Fiscal Year 2020,” “Outstanding Equity Awards at Fiscal Year-End 2020” and “Equity Compensation Plan Information.”

(2)

The fiscal year 2020 amounts in this column represent annual cash incentives under the 2011 Bonus Plan that were earned in fiscal year 2020. These amounts were accrued in the Company’s financial statements in fiscal year 2020, but were paid to Messrs. Mininberg and Grass after fiscal year end 2020, when the Compensation Committee certified that the related performance goals had been achieved. For further information regarding these awards, see “Grants of Plan Based Awards in Fiscal Year 2020.”

(3)	For fiscal year 2020, the following compensation was paid to our NEOs, which comprises “All Other Compensation”:

(4)

Includes 46,910 shares subject to Performance RSAs (or $5,200,000), which represents the target award, calculated using a price per share of $110.85, the closing market price of the Common Stock on March 5, 2019, the date of the grant. At the date of the grant, the maximum potential value of the Performance RSAs, assuming the achievement of the highest level of performance conditions, is 93,820 shares subject to Performance RSAs (or $10,400,000). This represents the aggregate grant date fair value of the awards, calculated in accordance with FASB ASC Topic 718.

(5)

Includes 1,849 shares subject to time-vested RSUs (or $205,000), which vest equally on March 1, 2021 and March 1, 2022, and 5,548 shares subject to Performance RSAs (or $615,000), which represents the target award, calculated using a price per share of $110.85, the closing market price of the Common Stock on March 5, 2019, the date of the grant. At the date of the grants, the maximum potential value of the Performance RSAs, assuming the achievement of the highest level of performance conditions, is 11,096 shares subject to Performance RSAs (or $1,230,000). This represents the aggregate grant date fair value of the awards, calculated in accordance with FASB ASC Topic 718.

(6)	This amount reflects a discretionary cash bonus awarded to Mr. Grass. For further information, please see “Compensation Discussion and Analysis - Discretionary Bonus for our CFO.”

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(1)

The number of shares listed represents shares subject to long-term equity incentive awards in the form of Performance RSAs. The performance criteria for these awards is based on the achievement of cumulative adjusted earnings per share, adjusted cash flow productivity and relative total shareholder return targets over a three-year performance period. For further information relating to these awards and performance goals, see "Compensation Discussion and Analysis - Incentive Awards - Long-Term Incentive Awards."

(2)

Under the 2011 Bonus Plan, the performance metrics are based on the achievement of adjusted income and net sales targets. For further information relating to these awards and performance goals, see "Compensation Discussion and Analysis - Incentive Awards - Annual Incentive Awards." The actual payouts for fiscal year 2020 were 160% of the target amount for Mr. Mininberg, the maximum pursuant to the Employment Agreement, and 182.7 percent of the target amount for Mr. Grass.

(3)	The amount shown reflects the number of time-vested RSAs granted to Mr. Grass, which vest equally on March 1, 2021 and March 1, 2022.

(4)	The amounts shown reflect the aggregate grant date fair value of the subject awards, based on the expected achievement of performance targets, where applicable. These were computed in accordance with FASB ASC Topic 718.

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(1)	All options granted had five annual vesting periods commencing on the first anniversary of each grant date. Options granted through May 6, 2013 vested at graduated rates per year of 10, 15, 20, 25, and 30 percent. Options granted on or after May 2, 2014 vested equally at a rate of 20 percent per year.

(2)	All options listed in this table have an expiration date of ten years from the date of grant.

(3)

These shares represent Performance RSUs granted under the 2008 Stock Plan, based on 200 percent performance achievement. The Performance RSUs vest if the performance conditions under the awards are achieved based on a three-year performance period ended February 29, 2020. Payouts can range from zero shares to a maximum of 200 percent of target. In April 2020, the Compensation Committee certified the level of attainment of established performance goals and the Performance RSUs vested at 200 percent of target.

(4)

These shares represent Performance RSUs granted under the 2008 Stock Plan, based on “target.” The Performance RSUs vest if the performance conditions under the awards are achieved based on a three-year performance period ending February 28, 2021. Payouts can range from zero shares to a maximum of 200 percent of target. The number of shares reflected assumes the target level of performance achievement, which would result in the Performance RSUs vesting at 100 percent of target.

(5)	These shares represent time-vested RSUs granted to Mr. Mininberg, which vest in three equal installments on March 1, 2019, 2020 and 2021.

(6)	These shares represent time-vested RSUs granted to Mr. Mininberg, which vest in three equal installments on March 1, 2018, 2019 and 2020.

(7)	These shares represent time-vested RSUs granted to Messrs. Grass and Mininberg, which vest equally over three years from the grant date on September 18, 2019, 2020 and 2021.

(8)

These shares represent Performance RSAs granted under the 2018 Stock Plan, based on “target.” The Performance RSAs vest if the performance conditions under the awards are achieved based on a three-year performance period ending February 28, 2022. Payouts can range from zero shares to a maximum of 200 percent of target. The number of shares reflected assumes the target level of performance achievement, which would result in the Performance RSAs vesting at 100 percent of target.

(9)	These shares represent time-vested RSUs granted to Mr. Grass, which vest fifty percent on March 1, 2019 and fifty percent on March 1, 2020.

(10)	These shares represent time-vested RSUs granted to Mr. Grass, which vest fifty percent on March 1, 2020 and fifty percent on March 1, 2021.

(11)	These shares represent time-vested RSAs granted to Mr. Grass, which vest fifty percent on March 1, 2021 and fifty percent on March 1, 2022.

(12)	Calculated using a price per share of $164.60, the closing market price of the Common Stock as reported by NASDAQ Stock Market on February 29, 2020, the end of the Company’s last completed fiscal year.

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(1)	Includes shares issuable under outstanding options, time-vested RSUs and Performance RSUs. Shares issuable upon vesting of time-vested RSAs and Performance RSAs are not included.

(2)	Does not include shares issuable upon vesting of time-vested RSUs and Performance RSUs.

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(3)

The amounts represent a cash payment equal to two times base salary payable to our CEO in accordance with the Employment Agreement. In accordance with the Severance Agreement, the amounts represent 12 months of the CFO’s base salary payable in the event of a termination of employment by our CFO for good reason or by the Company without cause (not in connection with a change of control) and 18 months base salary payable in the event of a termination of employment by our CFO for good reason or by the Company without cause in connection with a change of control.

(4)

Under the Employment Agreement, our CEO would have been entitled to receive 200% of his target annual incentive for the performance period in which he is terminated in the event of a termination of employment by our CEO for good reason or by the Company without cause in connection with a change of control, which is reflected in the table above. In addition, under the Severance Agreement, our CFO would have been entitled to receive (a) 100% of his target annual incentive for the performance period in which our CFO is terminated in the event of a termination of employment by our CFO for good reason or by the Company without cause (not in connection with a change of control) and (b) 150% of his target annual incentive for the performance period in which our CFO is terminated in the event of a termination of employment by our CFO for good reason or by the Company without cause in connection with a change of control, which are reflected in the table above.

(5)

Reflects the estimated value of 18 monthly COBRA payments. Under the terms of the Employment Agreement, to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, our CEO is entitled to the continuation of health insurance benefits under COBRA for our CEO and his family for a maximum of 18 months after the date of termination or until our CEO is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months.

(6)	Represents third party payments from insurers. In the event of death, this would include the payment under a life insurance policy in the amount of $750,000. In the event of disability, the amount of the payment(s) under a disability policy would depend upon the circumstances and nature of the disability, with a maximum payment of $25,000 per month until age 67.

(7)

Under the Employment Agreement and the Severance Agreement, in the event of a termination of employment by an NEO for good reason or by the Company without cause (not in connection with a change of control), a pro rata portion of any outstanding Performance RSUs and Performance RSAs will vest based on the actual performance of the Company for the applicable performance periods during which the NEO’s employment was terminated. The amount disclosed in the table for Performance RSUs is based on 200 percent actual performance achievement for the performance period ended February 29, 2020. Additionally, for the CEO, a pro rata portion of any outstanding installment of time-vested RSUs that would have vested as of the anniversary of the grant date that immediately follows the date of termination, will vest under the terms of the Employment Agreement, which is reflected in the table above. Additionally, for the CFO, a pro rata portion of any outstanding installment of time-vested RSUs and RSAs, will vest under the terms of the Severance Agreement.

(8)

In the event of a termination of employment by a NEO for good reason or by the Company without cause in connection with a change of control, all Performance RSUs and Performance RSAs vest at target and all unvested, time-vested RSUs and RSAs will fully vest, which is reflected in the table above. The amount disclosed in the table assumes target performance for RSUs with performance periods ending February 29, 2020, February 28, 2021, and February 28, 2022. Any outstanding equity awards issued to our NEO that are not assumed in connection with a change of control will vest immediately in accordance with the terms of the 2008 Stock Plan or 2018 Stock Plan.

(9)

Reflects the estimated value of 12 monthly COBRA payments for a termination not in connection with a change of control and 18 monthly COBRA payments for a termination in connection with a change of control. To the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, under the Severance Agreement, our CFO is entitled to the continuation of health insurance benefits under COBRA.  In the event of a termination of employment by our CFO for good reason or by the Company without cause not in connection with a change of control, Mr. Grass and his family are entitled to the continuation of health insurance benefits for a maximum of 12 months after the date of termination or until our CFO is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 12 months.  In the event of a termination of employment by our CFO for good reason or by the Company without cause in connection with a change of control, those benefits extend to 18 months.

(10)

In the event of each of our NEO's termination without cause or for good reason, all payments and benefits due to him, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon that NEO’s execution of a general release of all claims against the Company, its affiliates and their respective and former directors, employees and agents to the maximum extent permitted by law, pursuant to the Employment Agreement for our CEO and the Severance Agreement for our CFO.

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Death or Disability . If Mr. Mininberg’s employment is terminated by reason of death or disability, then he (or his estate) will be entitled to receive (1) any portion of unpaid base salary earned but not yet paid to him as of the date of termination, (2) any unpaid incentive payment earned by Mr. Mininberg with respect to any award under the 2011 Bonus Plan or the 2018 Stock Plan and vested prior to the effective date of termination, (3) a pro rata bonus for the year in which his death or disability occurred, as determined by the Compensation Committee in its reasonable discretion, and (4) any death or disability benefits under the life insurance and disability programs of the Company and its subsidiaries to which he is entitled.

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Termination by Company for Cause or by Mr. Mininberg Other Than for Good Reason . If Mr. Mininberg’s employment is terminated for cause by the Company or other than for good reason (as defined in the Employment Agreement) by Mr. Mininberg, then he will be entitled to receive (1) any portion of unpaid base salary earned but not yet paid to him as of the date of termination and (2) any unpaid incentive payment earned by Mr. Mininberg with respect to any award under the 2011 Bonus Plan or the 2018 Stock Plan and vested prior to the effective date of termination.

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Termination by Mr. Mininberg for Good Reason or by Company Other Than for Cause (and Not in Connection with a Change of Control) . If Mr. Mininberg’s employment is terminated by Mr. Mininberg for good reason or by the Company other than for cause, then he will be entitled to receive: (1) any portion of unpaid base salary or other benefit earned but not yet paid to him as of the date of termination (including any unpaid cash or equity incentive payment earned under the 2011 Bonus Plan or the 2018 Stock Plan and vested prior to the effective date of such termination), (2) a cash payment equal to two times Mr. Mininberg’s then-applicable base salary, (3) a pro rata bonus under the 2011 Bonus Plan for the year in which the termination occurred, as determined by the Compensation Committee in its reasonable discretion, (4) a pro rata portion of any outstanding Performance RSUs or RSAs granted under the 2008 Stock Plan and 2018 Stock Incentive Plan based upon the actual performance of the Company during the applicable performance periods, (5) a pro rata portion of any installment of outstanding time-vested RSUs issued under his former employment agreement with the Company that would have vested as of the anniversary of the grant date that immediately follows the date of termination, (6) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for Mr. Mininberg and his family for a maximum of 18 months after the date of termination or until Mr. Mininberg is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months, and (7) to the extent the aggregate amount or value of the payments upon termination of employment by Mr. Mininberg for good reason or by the Company other than for cause is less than $6,000,000, an additional cash payment, if applicable, to achieve an aggregate payment amount or value equal to $6,000,000. All payments and benefits due to Mr. Mininberg, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Mr. Mininberg’s execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents pursuant to the Employment Agreement.

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Termination by Mr. Mininberg for Good Reason or by Company Other Than for Cause (and in Connection with a Change of Control) . Under the Employment Agreement, if Mr. Mininberg’s employment is terminated by Mr. Mininberg for good reason or by the Company other than for cause within six months prior to, on, or within eighteen months following a change of control, then he will be entitled to receive: (1) any portion of unpaid base salary or other benefit earned but not yet paid to him as of the date of termination (including any unpaid cash or equity incentive payment earned under the 2011 Bonus Plan or the 2018 Stock Plan and vested prior to the effective date of such termination), (2) a cash payment equal to two times: (A) Mr. Mininberg’s then-applicable base salary at the time of the change of control or the date of termination of employment, whichever is higher, plus (B) an amount equal to the target annual incentive under the 2011 Bonus Plan for the performance period in which his employment terminated, payable in a lump sum, (3) a pro rata bonus under the 2011 Bonus Plan for the year in which the termination occurred, as determined by the Compensation Committee in its reasonable discretion, (4) accelerated vesting of all unvested, time-vested RSUs issued under his former employment agreement with the Company issued pursuant to the 2008 Stock Plan as of the date of termination, (5) accelerated vesting at target of all outstanding, unearned, performance-based RSAs or RSUs issued pursuant to the 2008 and 2018 Stock Plan as of the date of termination, (6)  to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for Mr. Mininberg and his family for a maximum of 18 months after the date of termination or until Mr. Mininberg is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months, and (7) to the extent the aggregate amount or value of the payments upon termination of employment by Mr. Mininberg for good reason or by the Company other than for cause is less than $6,000,000, an additional cash payment, if applicable, to achieve an aggregate payment amount or value equal to $6,000,000.  In the event any outstanding equity awards issued pursuant to the 2018 Stock Plan are not assumed in connection with a change of control, such awards will immediately vest in accordance with the terms of the 2018 Stock Plan. All payments and benefits due to Mr. Mininberg, other than any portion of unpaid base salary and any payment or benefit otherwise required by any rule or regulation issued by any state or federal governmental agency, will be contingent upon Mr. Mininberg’s execution of a general release of all claims to the maximum extent permitted by law against the Company, its affiliates and their respective and former directors, employees and agents pursuant to the Employment Agreement.

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Retirement Benefits . Upon the end of the term of the Employment Agreement, Mr. Mininberg will be entitled to retire and receive: (1) any portion of unpaid base salary or other benefit earned by him up to and including the date of termination (including any unpaid cash or equity incentive payment earned under the 2011 Bonus Plan or the 2018 Stock Plan and vested prior to the effective date of such retirement), (2) continued vesting of any Performance RSA issued pursuant to the 2018 Stock Plan during the Term and that remains outstanding as of the end of the term of the Employment Agreement, (3) for him, his spouse and children (to the extent eligible), the right to elect to either continue coverage under the Company’s health plan under COBRA or to receive “Retiree Coverage” under the Company’s health plan until December 2029. In the event a change of control occurs following the end of the

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For a termination by the Company without cause or our CFO for good reason (not in connection with a change in control), Mr. Grass will receive (1) any portion of unpaid base salary or other benefit earned by him up to and including the date of termination (including any unpaid cash or equity incentive payment earned under the 2011 Bonus Plan or the 2018 Stock Plan and vested prior to the effective date of such retirement), (2) cash severance equal to 100 percent of his base salary and 100 percent of his target annual incentive award for the year in which the termination occurred, (3) the pro rata portion of his annual incentive award for the year in which the termination occurred based upon the actual performance of the Company during the performance period, (4) the pro rata portion of his outstanding performance-based long-term incentive awards based upon the actual performance of the Company during the applicable performance periods, (5) pro rata acceleration of all time-vested equity awards held by the other named executive officer that are not vested at the time of termination, and (6) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for him and his family for a maximum of 12 months after the date of termination or until he is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 12 months.

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For a termination in connection with a change in control (by the Company without cause or by our CFO for good reason within 6 months prior to or 18 months after the change in control), Mr. Grass will receive (1) any portion of unpaid base salary or other benefit earned by him up to and including the date of termination (including any unpaid cash or equity incentive payment earned under the 2011 Bonus Plan or the 2018 Stock Plan and vested prior to the effective date of such retirement), (2) cash severance equal to 150 percent of his base salary and 150 percent of his target annual incentive award for the year in which the termination occurred, (3) the pro rata portion of his target annual incentive award for the year in which the termination occurred, (4) acceleration of all time-vested equity awards held by the other named executive officer that are not vested at the time of termination, (5) acceleration of all unvested performance-based equity awards at target held by our CFO at the time of termination, (6) a modified tax gross-up similar to that received by our CEO, and (7) to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for him and his family for a maximum of 18 months after the date of termination or until he is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months.

•	continued eligibility to vest all outstanding, unearned Performance RSAs granted at least six months prior to his date of retirement (other than any Performance RSAs that may not be vested pursuant to the terms of the applicable award agreement);

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•	continued vesting of the pro rata portion of any unvested tranche of time-vested eligible RSAs; and

•	to the extent permitted by benefit plans of the Company and its subsidiaries, and applicable law, the continuation of health insurance benefits under COBRA for him and his family for a maximum of 18 months after the date of termination or until he is covered by or eligible for coverage under another health insurance policy, if that occurs earlier than 18 months.

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•	Our compensation program is designed to provide a balanced mix of base salary, annual cash incentive compensation and long-term equity incentives, which provides the incentive to perform at high levels and maximize Company performance without focusing exclusively on compensation performance metrics to the detriment of other important business metrics;

•	Our 2011 Bonus Plan provides for authority to adjust the performance targets for annual incentive bonuses to take into account divestitures of the Company to reduce the incentive to engage in activities that would have a short-term focus and would be inconsistent with the Company’s long-term business objectives;

•	Our stock incentive plans and our 2011 Bonus Plan include clawback provisions in the event of a financial restatement or misconduct;

•	The annual cash incentive opportunity for our CEO and other NEOs contains maximum payout levels, which helps avoid excessive total compensation and reduces the incentive to engage in unnecessarily risky behavior; and

•	Our insider trading policy prohibits executives from pledging Common Stock or using Common Stock as collateral for any margin loan and from engaging in transactions (such as trading in options) designed to hedge against the value of the Common Stock.

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

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

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

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

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1.	The Audit Committee has reviewed and discussed with management and the independent registered public accounting firm, together and separately, the Company’s audited consolidated financial statements contained in the Company’s Annual Report on Form 10-K for fiscal year 2020.

2.

The Audit Committee has discussed with the auditor and independent registered public accounting firm matters required to be discussed in applicable Public Company Accounting Oversight Board (“the PCAOB”) rules. This review included a discussion with management of the quality, not merely the acceptability, of the Company’s accounting principles, the reasonableness of significant estimates and judgments, and the clarity of disclosure in the Company’s financial statements, including the disclosures related to critical accounting estimates.

3.

The Audit Committee has received from the auditor and independent registered public accounting firm the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and the Audit Committee has held discussions regarding independence with its auditor and independent registered public accounting firm.

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