**Exhibit No. 10.93**

 

RUSS BERRIE AND COMPANY, INC.INCENTIVE COMPENSATION (“IC”) PROGRAM

 

**I.****                                         PURPOSEAND PHILOSOPHY OF THE IC PROGRAM**

 

**The ICProgram has been established to provide designated associates of Russ Berrieand Company, Inc. (the “Company”) and its subsidiaries with anopportunity, each year that this IC Program is in effect, to earn substantialcash remuneration based on (i) the attainment of specified operatingobjectives by the Company (or specified divisions thereof), (ii) fulfillmentof specified individual goals and objectives established for each participatingassociate, and (iii) fulfillment of (x) specified individual initiativesestablished for each eligible associate and (y) initiatives to be mutuallyagreed upon between such associate and his/her direct supervisor.  Thus, the IC Program provides a framework inwhich eligible associates can achieve significant incentive compensation basednot only upon the Company achieving its financial corporate objectives,but also based upon recognition of and rewards for achieving individualgoals and objectives and individual initiatives. In addition, the ICProgram seeks to, among other things, (1) more closely align associates’interests with those of shareholders, (2) reward associates for contributingto the short and long-term growth of the business, (3) provide associateswith a more meaningful role in the attainment of maximum compensation levels, (4) providea competitive platform for compensation vis-à-vis the marketplace, and (5) serveas a recruitment and retention tool.**

 

# **II.**                                     ASSOCIATES ELIGIBLE FOR PARTICIPATION;LEVEL OF IC ELIGIBLITY

 

***Eligibility***

 

**Individuals from specified participant groups (“ParticipantGroups”) selected on an annual basis by the CEO in his sole discretion and inconsultation with the heads of business units and certain senior executives ofhis choice, in each case as approved by the Compensation Committee of the Boardof Directors of the Company (the “Comp Committee”).  Eligible individuals will generally have therank of vice president or above, but titles will not be determinative.  Participant Groups currently consist of thefollowing:**

 

**A.****                                   **CorporateParticipants:  Individuals whoseresponsibilities are not limited to a particular business unit of the Company.

 

**B.****                                   **GiftU.S.A. Participants:  Individuals whooperate primarily in the Company’s core U.S.A. gift business.

 

----

 

**C.****                                   **InternationalParticipants:   Individuals whooperate primarily in either the Company’s core or non-core internationalbusiness.

 

**D.****                                   **SassyParticipants:  Individuals whooperate primarily in the Company’s Sassy business; *provided* that individuals party to employment agreementswith Sassy will not be eligible to participate in this IC Program.

 

**E.****                                     **KidsLine Participants: Individuals who operate primarily in the Company’s Kid’sLine business; *provided* thatindividuals party to employment agreements with Kids Line will not be eligibleto participate in this IC Program.

 

All decisions with respect to eligibility to participate in the ICProgram, definition of Participant Groups and categorization in a particularParticipant Group shall be final and binding on all associates of the Company.

 

*Applicable Percentage*

* *

**Members of each Participant Group will be eligibleto participate in the IC Program at specified IC Percentages Ranges (expressedas a percent of annual base salary at the time payout is determined).  The IC Percentage Ranges for each ParticipantGroup will be determined on an annual basis by the CEO and approved by the CompCommittee.  The particular IC Percentageof a participant within the applicable IC Percentage Range (such participant’s “ApplicablePercentage”) will be determined on an annual basis by the CEO in his solediscretion, in each case as approved by the Comp Committee.  Each Participant’s Applicable Percentage forthe subsequent year (and whether an associate has been selected to participatein the IC Program for such year) shall be communicated to such participantduring his/her year-end performance appraisal. All decisions with respect to IC Percentage Ranges and the determinationof Applicable Percentages shall be final and binding on all participants.**

 

# **III.**                                 COMPOSITION OF INCENTIVE COMPENSATION

 

# **Eachparticipant’s annual base salary multiplied by such participant’s ApplicablePercentage (as described above) shall equal a number (the “IC Factor”) thatwill be used to determine such participant’s total incentive compensationearned for the relevant year (the “Earned IC Amount”).**

 

**Each participant’s Earned IC Amount will becomprised of three separate components (described in detail in Section IVbelow).  Each component may entitle aparticipant to earn a specified percentage of the IC Factor, summarized asfollows:**

 

### **•****                                         **Part AComponent:  From 0% to100% of a participant’s IC Factor can be earned in the event that the Company(in the case of Corporate Participants) or specified business units (in thecase of all other Participant Groups) achieves the specified levels ofperformance measurements set forth on Exhibit A, which exhibit will beamended each year.

 

2

----

 

### **•****                                         **Part BComponent:  From 0% to30% of a participant’s IC Factor can be earned in the event of achievement bysuch participant of his/her individual goals and objectives.

 

### **•****                                         **Part CComponent:  From 0% to20% of a participant’s IC Factor can be earned in the event of achievement bysuch participant of his/her individual initiatives.

 

# **IV.**                                CALCULATION OF EARNED IC AMOUNTS

 

**A participant’s total Earned IC Amount is calculatedas follows:**

 

### **•****                                         **EstablishingCorporate Objectives for the Part A Component:

 

### Corporateobjectives for each Participant Group will consist of three separate levels ofachievement (“Targets”) with respect to one or several specified measures ofoperating performance each year, such as operating income, EBITDA, etc. (the “ChosenMetric”).  Both the Chosen Metric and theTargets required will be determined by the CEO on an annual basis, as approvedby the Comp Committee.  There is norequirement that the Targets be based on or refer to budgeted levels ofoperating performance, or to any other plan or projection with respect to theCompany’s business.

 

### TheTargets will consist of the following: (i) a specified minimum level ofachievement in the Chosen Metric required to earn a specified amount of ICcompensation (the “Minimum Target”), (ii) a specified level of achievementin the Chosen Metric in excess of the Minimum Target (the “Target”), and (iii) aspecified level of achievement in the Chosen Metric in excess of the Target(the “Maximum Target”).  Note that (i) theChosen Metric may change from year to year, e.g., operating income in one yearand EBITDA in another, (ii) different measurements may be used fordifferent Participant Groups within the same year, e.g., operating income forCorporate Participants and EBITDA for Sassy Participants, and (iii) theTargets will change each year).  TheTargets will be based on consolidated Company performance in the case ofCorporate Participants and will be based on the performance of the relevantbusiness unit in the case of all other Participant Groups.  All determinations with respect to (i) theChosen Metrics, (ii) the applicable Targets and (iii) whether and/orto what extent the Company (or the relevant business unit) has achieved theapplicable Targets shall be final and binding on all participants in the ICProgram.

 

### TheChosen Metrics and Targets for each Participant Group for each year will be setforth on Exhibit A hereto.  Exhibit Awill be amended each year (and such amendment will be distributed to associatesdesignated to participate in the IC Program for such year during such associate’syear-end performance appraisal)

 

3

----

 

### and will reflect (x) the Chosen Metrics for such yearand (y) the Targets required in the applicable Chosen Metric for eachParticipating Group for such year.  Withrespect to the International Participant Group, different Targets may be setfor participants in the Company’s operations in Canada, Australia and Europe.

 

### **•****                                         **Calculating thePart A Component:

 

**For allparticipants, 50% of such participant’s IC Factor shall be referred to hereinas the “Part A Amount”.  If the Company, or the relevant businessunit, as applicable, achieves the Minimum Target, then an amount equal to 20%of the Part A Amount will be paid.  If the Company, or relevant business unit, asapplicable, achieves the Target, then an amount equal to 100% of the Part A Amount will be paid. If the Company, or relevant business unit, as applicable, achieves theMaximum Target, then an amount equal to 200% of the Part A Amount (or 100% of the IC Factor) will be paid.  Earned IC Amounts for achievement of resultsin between (i) the Minimum Target and the Target and (ii) the Targetand the Maximum Target, will in each case be determined by a straight-lineinterpolation.  No Earned IC Amount willbe paid for achievement of results below the Minimum Target.  No additional Earned IC Amount will be paidfor achievement of results in excess of the Maximum Target.**

 

### **•****                                         **Calculating thePart B Component:

 

### Theindividual goals and objectives for each participant for each year willbe determined by the CEO in his sole discretion in the event that the CEO isthe participant’s direct supervisor, or by the CEO in consultation with theparticipant’s direct supervisor in the event that the CEO is not the directsupervisor of the participant.  Eachparticipant’s individual goals and objectives will be communicated to suchparticipant during his/her year-end performance appraisal, and may be modifiedby the CEO or the participant’s direct supervisor, as applicable, in theparticipant’s subsequent mid-year performance appraisal.  Each participant’s individual goals andobjectives will be evaluated by the participant’s direct supervisor, who willdetermine in his/her sole discretion whether and to what extent such goals andobjectives have been met, and what, if any, percentage (from 0% to 30%) of theIC Factor has been earned.  Note that notall goals and objectives will be given equal weight in the determination ofwhat percentage of the IC Factor, if any, has been earned for the Part Bcomponent.  Such evaluation anddetermination shall be communicated to the participant during his/her year-endperformance appraisal.  All decisionswith respect to the extent of achievement of individual goals and objectivesand the percentage of IC Factor earned, if any, shall be final and binding onall participants. Anywhere between 0% and 30% of the IC Factor can be earnedwith respect to the Part B component of the IC Program.

 

### **•****                                         **Calculating thePart C Component:

 

### Theindividual initiatives, which will reflect a participant’s contributionsthat favorably affect sales, gross margin, profitability, expenses and/or otherefficiencies, will

 

4

----

 

### be determined by the CEO in his sole discretion in theevent that the CEO is the participant’s direct supervisor, or by the CEO inconsultation with the participant’s direct supervisor in the event that the CEOis not the direct supervisor of the participant.  Each participant’s individual initiativeswill be communicated to such participant during his/her year-end performanceappraisal, and may be modified by the CEO or the participant’s direct supervisor,as applicable, in the participant’s subsequent mid-year performanceappraisal.  Individual initiatives willalso include initiatives which have been mutually agreed upon by the associateand his/her direct supervisor.  Eachparticipant’s individual initiatives will be evaluated by the participant’sdirect supervisor, who will determine in his/her sole discretion whether and towhat extent such initiatives have been achieved and what, if any, percentage(from 0% to 20%) of the IC Factor has been earned.  Note that not all initiatives will be givenequal weight in the determination of what percentage of the IC Factor, if any,has been earned for the Part C component. Such evaluation and determination shall be communicated to theparticipant during his/her year-end performance appraisal.  All decisions with respect to the extent ofachievement of individual initiatives and the percentage of IC Factor earned,if any, shall be final and binding on all participants.  Anywhere between 0% and 20% of the IC Factorcan be earned with respect to the Part C component of the IC Program.

 

**NOTE:  A participant may be paid on the Part Bor Part C component even if the no amount of the Part A component has been earned.**

 

**IC PARTICIPANT POTENTIAL EARNED IC AMOUNT EXAMPLE**

 
| Annual Base  Salary:                           |   | $      | 225,000   | ** ** |
|------------------------------------------------|--------|--------|-----------|------------|
|                                           |   |   |      |
| Applicable Percentage                          |   | 40     | %         |
|                                           |   |   |      |
| IC Factor ($225,000 x 40%)                     |   | $      | 90,000    |       |
|                                           |   |   |      |
| Part A Amount (50% of IC Factor)          |   | $      | 45,000    |       |
|                                           |   |   |      |
| Part B Maximum Amount (30% of IC  Factor) |   | $      | 27,000    |       |
|                                           |   |   |      |
| Part C Maximum Amount (20% of IC  Factor) |   | $      | 18,000    |       |
|                                           |   |   |      |
| Part A Earning Potential:                 |   | $      | 0-$90,000 |       |
|                                           |   |   |      |
| Part B Earning Potential:                 |   | $      | 0-$27,000 |       |
|                                           |   |   |      |
| Part C Earning Potential                  |   | $      | 0-$18,000 |       |

 

5

----

 

Earned IC Amount Calculation Example: Part A

 
| Chosen  Metric: |   | Consolidated Operating Income | ** ** |
|-----------------|--------|-------------------------------|------------|
|            |   |                          |       |
| Minimum Target: |   | $                             | 40,000,000 |   |
|            |   |                          |       |
| Target:         |   | $                             | 46,000,000 |   |
|            |   |                          |       |
| Maximum Target: |   | $                             | 55,000,000 |   |

 
| If the Company achieves $40,000,000, then  payout is 20% of the Part A Amount:  |   | $      | 9,000  |   |
|--------------------------------------------------------------------------------------|--------|--------|--------|--------|
|                                                                                 |   |   |   |
| If the Company achieves $46,000,000, then  payout is 100% of the Part A Amount: |   | $      | 45,000 |   |
|                                                                                 |   |   |   |
| If the Company achieves $55,000,000, then  payout is 200% of the Part A Amount: |   | $      | 90,000 |   |
|                                                                                 |   |   |   |
| If the Company achieves $50,500,000, then  payout is 150% of the Part A Amount: |   | $      | 67,500 |   |

 

Earned IC Amount Calculation Example: Part B

 

Payout canrange from $0 - $27,000 on the Part B component (0% to 30% of the ICFactor).

 

Earned IC Amount Calculation Example: Part C

 

Payout canrange from $0 - $18,000 on the Part C component (0% to 20% of the ICFactor)

 
| Total potential Earned IC Amount: |   | $ | 135,000 | ** ** |
|-----------------------------------|--------|---|---------|------------|

 

# **V.**                                    EXCLUSIONS AND OTHER PROGRAMS

 

**Notwithstanding anything herein to the contrary,members of the sales force are not eligible to participate in this ICProgram.  Such individuals may beeligible for a different bonus program based on achieving certain sales growthlevels.**

 

**Non-sales associates who are not eligible for the ICProgram may be eligible to receive a discretionary bonus.  The Discretionary Bonus Program is describedin a separate document.**

 

**Associates who are eligible to participate in thisIC Program (i) are not eligible to participate in the Company’sDiscretionary Bonus Program, and (ii) are not entitled to the December holidaybonus of one week’s pay.**

 

**The IC Program supersedes the Company’s former (i) worldwide“annual bonus program”, (ii) worldwide “annual performance bonus program”,and such programs and policies shall be of no further force and effect.**

 

**Note additional exclusions to the Sassy Participantsand the Kids Line Participants set forth in Section II above.**

 

6

----

 

# **VI.**                                NO RIGHT OF CONTINUED EMPLOYMENT

 

**Participation in the IC Program confers no right ofcontinued employment.  Employment remains“at will” and may be terminated at any time, with or without cause, by theassociate or by the Company, without any entitlement to any IC payment.**

 

# **VII.**                            ACCRUAL FOR AND TIMING OF IC PAYMENTS

 

**IC payments will be accrued on the Company’s financialstatements throughout the year.  Targetswill be calculated to include a reserve to fund IC payments.  Earned IC Amounts will be paid as soon as isreasonably practicable after the first meeting of the Board of Directors of theCompany following the closing of the books for the relevant year (the “PayoutDate”).  IC payments are subject toapplicable withholding taxes.**

 

# **VIII.**                        VESTING OF IC PAYMENTS

 

**Unless otherwise provided in a participant’semployment agreement, a participant must be employed by the Company through andincluding the Payout Date in order to receive any Earned IC Amounts for thepreceding year.  For purposes ofclarification, Earned IC Amounts to which a participant would otherwise beentitled will *not* be paid in whole or in partin the event that the employment of a participant terminates for any reasonprior to the Payout Date.**

 

7

----

 

# **IX.**                                TERMINATION RIGHTS

 

**The Company has the right to terminate the entire ICProgram at any time, without notice, for any reason, without incurring anyliability to any participant therein.**

 

8

----