**Exhibit10.83**

 
|   | September 22, 2003 |
|--------|--------------------|

 

Mr. John T. Toolan31 Van Holten RoadBasking Ridge, NJ  07920

 

Dear Jack:

 

This Employment Agreement, effective as of February11, 2003, amends and supercedes all previous employment agreements between RussBerrie and Company, Inc. (the “Company”) and you (including, withoutlimitation, the employment agreements dated January 29, 2001, December 4, 2001and December 18, 2001, between the Company and you).

 

Your employment with the Company, as President – NorthAmerican Division, will include the following:

 

1.               COMPENSATION.  Your base salary will be at an annual rateof $350,000.  Your 2003 bonus program,and eligibility therefor, is set forth on Exhibit A attached hereto andincorporated herein.  In order toreceive the bonus payment (or any portion thereof), you must be activelyemployed by the Company at the time of the payment.

 

2.               GROUP HEALTH ANDDISABILITY.  After 90 days ofcontinuous employment, you will be eligible to participate in:

 

a.               Our contributoryGroup Health Plan.

b.              Our non-contributoryLife Insurance Plan in the amount one times your base salary.

c.               Ournon-contributory Long Term Disability.

 

3.               DENTAL.  After twelve months of employment, you willbe eligible to participate in our contributory Dental Insurance Plan.

 

4.               STOCK OPTIONS.  You have received 40,000 stock options whichwere granted to you on May 8, 2003 and which are subject to the terms andconditions of the Stock Option Agreement, dated May 8, 2003, between theCompany and you.  Any possible futureentitlement to stock options shall be

 

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at the sole discretion ofthe Compensation Committee of the Board of Directors of the Company or theBoard of Directors.

 

5.               RESTRICTEDSTOCK.  Beginning with the year 2002and for a total of 5 consecutive years (i.e., 2002, 2003, 2004, 2005 and 2006),you will also be eligible to receive $100,000 worth of restricted stock of theCompany per year for each of these 5 years. During the first year following the date of the grant of such restrictedstock, the shares of such restricted stock remain wholly restricted.  After the first year and for the following 3years, such restricted stock shall vest, one-third each year until fullyvested.  By way of example, the $100,000worth of restricted stock that is granted on the first business day of January2002 would remain wholly restricted throughout 2002.  On January 1, 2003, one-third of such shares would vest.  On January 1, 2004, another one-third ofsuch shares would vest and on January 1, 2005, the remaining one-third of suchshares would vest so that on January 1, 2005 all shares that had been grantedon January 1, 2002 would be fully vested. In order to receive these restricted stock awards, you must be an activeemployee of the Company on the date of the award.  The restricted stock awards described above shall be grantedpursuant to the Company’s 1999 Stock Option and Restricted Stock Plan or 2004Stock Option Plan, as applicable (together, the “Plan”), or the then currentsuccessor restricted stock plan to the Plan adopted by the Company.  You acknowledge that you received theissuances of restricted stock relating to 2002 and 2003.

 

6.               401(k).  After six months of employment, you will beeligible to participate in the Company’s 401(k) plan based on its currentprovisions.  The Company’s

contribution to your401(k) account fully vests over a period of four years of employment.

 

7.               VACATION.  You will be eligible for three weeksvacation per year.

 

8.               HOLIDAY/SICK.You will be eligible for paid holidays and sick time in accordance with Companypolicy.

 

9.               COMPANY CAR.  You will receive an allowance of up to$31,000 to purchase an automobile in the Company’s name.  This allowance is paid every three yearstoward an automobile.  Certain expenses,such as gasoline, repairs and insurance, will be provided by the Company.

 

10.         SEVERANCE.  In the event that you are terminated fromthe Company for reason other than cause or other than your own voluntaryresignation, you will

 

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receive 6 months’severance pay at the rate that you are being paid on your terminationdate.  This severance will be paid toyou over a 6 month period on the Company’s normal pay schedule.  During this period, you will also beentitled to remain on the Company’s health and dental insurance plan (makingthe same payroll contribution as when you were an active employee).  If you obtain gainful employment during this6 month severance period (with employment being defined as full-time salariedwork), your severance payments will be terminated, effective the date that youstart your new employment.  In lieu ofthe severance entitlement described in this paragraph, you are eligible for theCompany’s “Severance Policy for Domestic Vice Presidents (and above)”.

 

11.         This Agreement does notmodify or supercede the Change-in-Control Agreement, dated February 4, 2003,from the Company to you.  All previouslyissued stock option agreements, performance share option agreements andrestricted stock agreements between the Company and you, remain in full forceand effect.

 

TheCompany reserves the right to change or modify these programs.  In addition, employment with the Company isconsidered “at-will” and does not represent a specific guarantee.

 

 
|                  | Very truly  yours,       |
|-----------------------|--------------------------|
|                  |                     |
|                  | /s/ Angelica  Berrie     |   |
|                  |                     |
|                  | Angelica Berrie          |
|                  | Chief Executive  Officer |
|                  |
|                  |
| ACCEPTED AND  AGREED: |                     |
|                  |                     |
|                  |                     |
| /s/ John T.  Toolan   |                     |
| John T. Toolan        |
|                  |
| Date:                 |   10/11/03     |   |
|                       |                          |  |  |  |  |  |

 

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