**Exhibit10.71**

 
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Russ Berrie and Company, Inc.111 Bauer Drive, Oakland, NJ 07436(201) 337-9000   (800) 631-8465

 
|   | March 25, 2003 |
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Mr.Jeffrey A. Bialosky

32Ada Place

Allendale,NJ 07401

 

DearJeff:

 

I am pleased to offer youthe position of Senior Vice President — Product Development (Plush) of RussBerrie and Company, Inc. effective April 4, 2003.  This position is one of a corporate officer of the Company.

 

Your employment with theCompany will include the following:

 

1.               COMPENSATION. Your base salary will be at an annual rate of $280,000.  For the year 2003, you will beeligible for the Executive Incentive Program (“EIP”), pro-rated based on yourdate of hire.  The EIP is equal to 50%of your base salary.  Generally, thefull 50% bonus vests over a period of three years.  However, this 3-year vesting period can be waived and, in yourcase, will be.  Payment of the bonus (ora portion thereof) is predicated upon meeting both objective and subjectiveperformance standards established for the applicable year (2003).  The bonus is generally paid in February ofthe following year (2004).

 

2.               GROUP HEALTH AND DISABILITY. After 90 days of continuous employment, you will be eligible toparticipate in:

 

a.               Our contributory Group Health Plan.

b.              Our non-contributory Life Insurance Plan inthe amount one times your base salary.

c.               Our non-contributory Long Term Disability.

 

3.               DENTAL.  After twelve months ofemployment, you will be eligible to participate in our contributory DentalInsurance Plan.

 

4.               STOCK OPTIONS.  Youwill receive 25,000 stock options as of the date of your hire.  These options will vest over a period of 5years, with 5,000 options vesting each year, beginning on the first anniversaryof your hire date (such that the first 5,000 options will vest on your firstanniversary date in 2004; another 5,000 options will vest on your nextanniversary date in 2005; another 5,000 options will vest on your nextanniversary date in 2006; another 5,000 options will vest on your nextanniversary date in 2007, and; the final 5,000

 

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optionswill vest on your next anniversary date in 2008.  As each 5,000 option portion vests, it shall remain exercisablefor a period of 10 years from the date of its vesting (subject to earliertermination under certain circumstances set forth under the option agreementreferenced below) and will be subject to the terms and provisions of an optionagreement, in form and substance satisfactory to the Company.  In order to exercise the vested options, youmust be an active employee of the Company on the date of exercise; provided,however, that if your employment is terminated by the Company for reason otherthan Cause (hereinafter defined), your outstanding, vested options may be exercisedwithin 30 days after such termination, or the remaining exercise period of theoption, whichever period is shorter. Unvested options will immediately be forfeited upon termination ofemployment.  For purposes of thisparagraph, employment shall be considered to be terminated for Cause if youremployment is terminated as a result of (a) your willful or grossly negligentfailure to perform your employment duties, (b) your serious misconduct,including, but not limited to, any unauthorized disclosure, or (c) any otherconduct intended to, or which the Company determines is reasonable likely to,adversely affect the interests of the Company, including, but not limited tocommission of, or indictment or conviction for, any criminal act.

 

5.               RESTRICTED STOCK.  Youwill receive $50,000 worth of restricted stock as of the date of yourhire.  The restriction on these shareswill lapse over a period of 3 years (one-third will lapse in each yearbeginning on the first anniversary of your hire date, such that the restrictionon one-third of the shares will lapse on your first anniversary date in 2004;the restriction on another one-third of the shares will lapse on your nextanniversary date in 2005, and; the restriction on the remaining one-third ofthe shares will lapse on your next anniversary date in 2006).  In order for the restriction(s) onthese shares to lapse, you must be an active employee of the Company on thedate of such lapse.  In the event thatyour employment is terminated by the Company or by you prior to the lapse ofall or a part of the restrictions, those shares still then subject torestriction(s) shall immediately be forfeited upon termination of employment.

 

6.               401(k).  After six months of employment,you will be eligible to participate in the Company’s 401(k) plan based on itscurrent provisions.  The Company’scontribution to your 401(k) account fully vests over a period of four years ofemployment.

 

7.               VACATION.  You will be eligible for threeweeks vacation.

 

8.               HOLIDAY/SICK. You will be eligible for paid holidays andsick time in accordance with Company policy.

 

9.               COMPANY CAR.  You will receive an allowance of up to$31,000 (in accordance with Company policy) to purchase an automobile in the

 

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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.  You will be provided with the Company’sseverance policy for domestic Vice Presidents.

 

11.         CHANGE IN CONTROLSEVERANCE PLAN.  You will berecommended to the Company’s Board of Directors (or appropriate committeethereof) for inclusion in the Company’s Change in Control Severance Plan.

 

12.         TUITION REIMBURSEMENT.  Underthe Company’s policy, after one year of employment, you will be eligible toparticipate in the Company’s tuition reimbursement program.

 

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.

 

Jeff,I want to welcome you back to Russ Berrie and Company, Inc. and wish you muchsuccess in your new position.

 

 
|                                      |   |   | Very truly yours,                  |   |   |
|-------------------------------------------|--------|--------|------------------------------------|--------|--------|
|                                      |   |   | /S/   EVA J. GOLDENBERG  |   |
|                                      |   |   | Eva J. Goldenberg                  |   |   |
|                                      |   |   | Vice President - Human   Resources |   |
|                                      |   |   |                               |   |   |   |
| ACCEPTED AND AGREED:                      |   |   |                               |   |   |   |
|                                      |   |   |                               |   |   |   |
| /S/ JEFF BIALOSKY                         |   |   |                               |   |   |   |
| Jeff Bialosky                             |   |   |                               |   |   |   |
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| cc:  A. Berrie, J. Toolan, C.  Cooke |   |   |                               |   |   |   |

 

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