Exhibit
10.83


 


	
   

  	
  September 22, 2003

  



 


Mr. John T. Toolan

31 Van Holten Road

Basking Ridge, NJ  07920


 


Dear Jack:


 


This Employment Agreement, effective as of February
11, 2003, amends and supercedes all previous employment agreements between Russ
Berrie and Company, Inc. (the “Company”) and you (including, without
limitation, the employment agreements dated January 29, 2001, December 4, 2001
and December 18, 2001, between the Company and you).


 


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


 


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


 


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


 


a.               Our contributory
Group Health Plan.


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


c.               Our
non-contributory Long Term Disability.


 


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


 


4.               STOCK OPTIONS.  You have received 40,000 stock options which
were granted to you on May 8, 2003 and which are subject to the terms and
conditions of the Stock Option Agreement, dated May 8, 2003, between the
Company and you.  Any possible future
entitlement to stock options shall be


 


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


 


5.               RESTRICTED
STOCK.  Beginning with the year 2002
and 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 the
Company per year for each of these 5 years. 
During the first year following the date of the grant of such restricted
stock, the shares of such restricted stock remain wholly restricted.  After the first year and for the following 3
years, such restricted stock shall vest, one-third each year until fully
vested.  By way of example, the $100,000
worth of restricted stock that is granted on the first business day of January
2002 would remain wholly restricted throughout 2002.  On January 1, 2003, one-third of such shares would vest.  On January 1, 2004, another one-third of
such shares would vest and on January 1, 2005, the remaining one-third of such
shares would vest so that on January 1, 2005 all shares that had been granted
on January 1, 2002 would be fully vested. 
In order to receive these restricted stock awards, you must be an active
employee of the Company on the date of the award.  The restricted stock awards described above shall be granted
pursuant to the Company’s 1999 Stock Option and Restricted Stock Plan or 2004
Stock Option Plan, as applicable (together, the “Plan”), or the then current
successor restricted stock plan to the Plan adopted by the Company.  You acknowledge that you received the
issuances of restricted stock relating to 2002 and 2003.


 


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


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


 


7.               VACATION.  You will be eligible for three weeks
vacation per year.


 


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


 


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 years
toward 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 from
the Company for reason other than cause or other than your own voluntary
resignation, you will


 


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


 


11.         This Agreement does not
modify or supercede the Change-in-Control Agreement, dated February 4, 2003,
from the Company to you.  All previously
issued stock option agreements, performance share option agreements and
restricted stock agreements between the Company and you, remain in full force
and effect.


 


The
Company reserves the right to change or modify these programs.  In addition, employment with the Company is
considered “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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