Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) In connection with a restructuring of Harry & David Holdings, Inc. (the "Company") as approved by the Board of Directors, the Company eliminated the position of Executive Vice President, Brand Development & Product Innovation, which resulted in the termination of Cathy J. Fultineer's employment with the Company effective November 28, 2009.

(e) Ms. Fultineer was offered a Severance Agreement in accordance with the Company's Severance Pay Plan (the general terms of which can be found in the Company's most recent Annual Report on Form 10-K), which she has accepted.

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