Exhibit 10.16

RESTRICTED STOCK AGREEMENT

THIS AGREEMENT, made as of the    day
of                        (the "Grant Date"), between Department 56, Inc., a Delaware corporation (the
"Corporation"), and                        (the "Grantee").

WHEREAS,
the Corporation has adopted the 1992 Stock Option Plan and the 1993, 1995 and 1997 Stock Incentive Plans (the "Plans") for the purposes of (i) providing
long-term incentives to those personnel of the Corporation designated by the Stock Incentive Committee of the Board (the "Committee"), (ii) assisting the Corporation in retaining
and attracting personnel with requisite experience and ability and (iii) associating more closely the interests of such personnel with those of the Corporation's stockholders;

WHEREAS,
the Committee has determined to grant shares of Restricted Stock to the Grantee as provided herein;

NOW,
THEREFORE, the parties hereto agree as follows:

1.Grant of Restricted Stock.



2.Rights of Grantee.

Except
as otherwise provided in this Agreement, the Grantee shall be entitled, at all times on and after the Grant Date, to exercise all rights of a shareholder with respect to the
shares of Restricted Stock (whether or not the restrictions thereon shall have lapsed), other than with respect to those shares of Restricted Stock which have been forfeited pursuant to
Section 3.2 hereof, including the right to vote the shares of Restricted Stock and the right, subject to Section 5 hereof, to receive dividends thereon. Notwithstanding the foregoing,
prior to the Lapse Date, the Grantee shall not be entitled to transfer, sell, pledge, hypothecate or assign the shares of Restricted Stock (collectively, the "Transfer Restrictions").

3.Lapse of Restrictions.



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4.Escrow and Delivery of Shares.



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5.Dividends.

All
dividends declared and paid by the Corporation on shares of Restricted Stock shall be deferred until the lapsing of the Transfer Restrictions pursuant to Section 3.1. The
deferred dividends shall be held by the Corporation for the account of the Grantee until the Lapse Date, at which time the dividends, with no interest thereon, shall be paid to the Grantee or her/his
estate, as the case may be. Upon the forfeiture of the shares of Restricted Stock pursuant to Section 3.2, any deferred dividends shall also be forfeited.

6.No Right to Continued Employment.

Nothing
in this Agreement or the Plans shall be interpreted or construed to confer upon the Grantee any right with respect to continuance of employment by the Corporation, nor shall this
Agreement or the Plans interfere in any way with the right of the Corporation to terminate the Grantee's employment at any time.

7.Adjustments Upon Change in Capitalization.

If,
by reason of a Change in Capitalization, the Grantee shall be entitled to new, additional or different shares of stock or securities of the Corporation or any successor corporation
or entity or other property, such new, additional or different shares or other property shall thereupon be subject to all of the conditions and restrictions which were applicable to the shares of
Restricted Stock immediately prior to such Change in Capitalization.

8.Withholding of Taxes and Tax Election.

In
satisfaction of the obligation to pay Withholding Taxes to the Corporation upon the lapse of Transfer Restrictions on any shares of Restricted Stock, the Grantee hereby makes her/his
irrevocable written election, the acceptance of which by the Committee being hereby acknowledged, to have withheld a portion of the shares of Restricted Stock then deliverable to the Grantee having an
aggregate Fair Market Value, on the Lapse Date, equal to the Withholding Taxes. For these purposes, Withholding Taxes shall be calculated as thirty-five percent (35%) of the aggregate Fair
Market Value of the shares of Restricted Stock becoming non-forfeitable by Grantee on the applicable Lapse Date.

9.Modification of Agreement.

Except
as set forth in the Plans and herein, this Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument
executed by the parties hereto.

10.Non-Compete and Non-Disclosure.



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11.Severability.

Should
any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be
affected by such holding and shall continue in full force and effect in accordance with their terms.

12.Governing Law.

The
validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to the conflicts of laws
principles thereof.

13.Successors in Interest.

This
Agreement shall inure to the benefit of and be binding upon any successor to the Corporation. This Agreement shall inure to the benefit of the Grantee's heirs, executors,
administrators and successors. All obligations imposed upon the Grantee and all rights granted to the Corporation under this Agreement shall be binding upon the Grantee's heirs, executors,
administrators and successors.

| |  | DEPARTMENT 56, INC.
| |  | -------------------
| |  | By:                
| |  |                    
| |  | Name:              
| |  | Title:             
| |  | GRANTEE:           
| |  |                    

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