RUSS BERRIE AND COMPANY, INC.
RESTRICTED STOCK AGREEMENT
RESTRICTED
STOCK AGREEMENT (the
“Agreement”), dated as of the date set forth above,
between Russ Berrie and Company, Inc., a New Jersey corporation
(the “Company”), and the Grantee whose name appears on
the signature page hereof (the “Grantee”).
1.
Confirmation of Grant . The Company hereby confirms the
grant to the Grantee, effective as of the date set forth above, of
shares of its Common Stock, stated value $0.10 per share, of the
Company (“Common Stock”), subject to the terms and
conditions of this Agreement and the Plan (defined below). The
Common Stock granted hereunder (the “Restricted Stock”)
is issued under and subject to the terms and conditions of the
Company’s Equity Incentive Plan (the “Plan”),
which is incorporated into this Agreement by reference. Unless
otherwise defined in this Agreement, capitalized terms used herein
shall have the meanings ascribed to them in the Plan. If there is
any conflict between the provisions of this Agreement and the Plan,
the provisions of the Plan will govern. The Grantee acknowledges
receipt of a copy of the Plan.
2.
Vesting . Except as provided in Sections 3 or 8 below,
the Restricted Stock shall vest ratably over five years (20% of
aggregate grant per year), commencing on the first anniversary of
the Date of Grant set forth above.
3.
Forfeiture of Restricted Stock; Acceleration of Lapse of
Restrictions .
(a) Termination of Employment.
Except as provided in Section 3(b), and subject to the
provisions of Section 8, in the event that the employment of
the Grantee with a Participating Company is terminated for any
reason (not including an authorized leave of absence, but including
the consummation of a Business Combination, whether or not the
Grantee is employed by the surviving entity), any non-vested
Restricted Stock shall be forfeited immediately thereafter and all
rights of Grantee to such forfeited Restricted Stock shall
terminate without payment of consideration by the Company
immediately after such termination.
(b) Death or Disability .
Notwithstanding the provisions of Section 3(a) above, in the event
that the employment of the Grantee with a Participating Company is
terminated as a result of such Grantee’s death or Disability
prior to the prior to the lapse of all or part of the restrictions
on the Restricted Stock, all such restrictions shall lapse on the
date of the Grantee’s death or Disability, as
applicable.
(c) Acceleration . The Committee
may, at any time in its sole discretion, accelerate the time at
which any or all restrictions will lapse or remove any of all of
such restrictions with respect to the Restricted Stock.
4.
Manner of Issuance . Shares representing the Restricted
Stock shall be issued in the name of the Grantee as soon as
reasonably practicable after the Award is granted; provided that
prior to such issuance, the Grantee has executed this Agreement,
has delivered a duly signed stock power, endorsed in blank (in the
form attached hereto as Exhibit A), relating to the Common
Stock covered by the Award, and, in the sole discretion of the
Committee, has executed an escrow agreement and any other documents
which the Committee may require as a condition to the issuance of
such shares. In the sole discretion of the Committee, shares issued
in connection with the award of Restricted Stock evidenced hereby
shall be deposited together with the stock powers with an escrow
agent (which may be the Company) designated by the Committee, until
such time as all restrictions with respect thereto lapse, unless
such shares are earlier forfeited in accordance with the terms of
this Agreement. The Committee may also require that the stock
certificates evidencing such shares (or book entries) bear
restrictive legends until the restrictions thereon shall have
lapsed.
5.
Transferability . Until the date that the restrictions of
the Restricted Stock lapse pursuant to the terms hereof, none of
the Restricted Stock may be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of, and any purported sale,
assignment, transfer, pledge, hypothecation or other disposition
shall be void and unenforceable against the Company, and no attempt
to transfer the Restricted Stock, whether voluntarily or
involuntarily, by operation of law or otherwise, shall vest the
purported transferee with any interest or right in or with respect
to the Restricted Stock. The Grantee acknowledges and agrees that a
violation of this Section 5 will cause the Company irreparable
injury for which adequate remedy at law is not available.
Accordingly, the Grantee agrees that the Company shall be entitled
to an injunction, restraining order or other equitable relief,
without the posting of any bond, to prevent the breach of this
Section 5 and to enforce the terms and provisions hereof in
any court of competent jurisdiction in the United States or any
state thereof, in addition to any other remedy to which it may be
entitled at law or equity.
6.
Rights as Stockholder . Subject to the restrictions set
forth in this Agreement and the Plan, the Grantee shall have all of
the rights as a stockholder of the Company with respect to the
shares of Restricted Stock subject to this Agreement, including the
right to vote such shares and receive dividends to the extent paid
by the Board of Directors on the Common Stock.
7. Tax
Withholding . If a Participating Company is required to
withhold any amount under the laws and regulations of the United
States, any jurisdiction thereof or local government with respect
to the issuance of or lapse of restrictions with respect to the
Restricted Stock (“Withholding Taxes”), the Grantee
shall be required to remit to the applicable Participating Company
an amount sufficient to satisfy the employer’s Withholding
Tax requirements. The applicable Participating Company shall have
the right to require the payment of any such Withholding Taxes
before issuing any Restricted Stock or removing the restrictions
with respect thereto. Notwithstanding the foregoing, the Committee
may, in its sole discretion, in lieu of all or any portion of a
cash payment in respect of Withholding Taxes, permit the Grantee to
elect to have the Company withhold shares (or allow the return of
shares of Common Stock) having an aggregate Fair Market Value,
determined on the date the obligation to withhold or pay such taxes
arises, equal to the amount (or portion thereof) required to be
withheld. Any fraction of a share of Common Stock which would be
required to satisfy the Grantee’s Withholding Tax obligation
shall be disregarded and the remaining amount due shall be paid in
cash by the Grantee.
2
(a) The Restricted Stock or this Agreement
shall be subject to adjustment or substitution, as determined by
the Committee in its sole discretion, as to any and all matters
deemed appropriate by the Committee, including, without limitation,
accelerating the vesting period pertaining to the Restricted Stock,
or as otherwise determined by the Committee to be equitable, in the
event of: (i) changes in the outstanding Common Stock or in the
capital structure of the Company by reason of a dissolution or
liquidation of the Company, sale of all or substantially all of the
assets of the Company, mergers, consolidations or combinations with
or into any other entity if the Company is the surviving entity,
stock or extraordinary dividends, stock splits, reverse stock
splits, stock combinations, rights offerings, statuto
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