Exhibit 10.17

DEPARTMENT 56, INC.    2001 NON-OFFICER STOCK OPTION PLAN

1.Purpose.

The
purpose of this Plan is to strengthen Department 56, Inc., a Delaware corporation (the "Company"), by providing an incentive to its non-officer employees,
consultants and advisors and thereby encouraging them to devote their abilities and industry to the success of the Company's business enterprise. It is intended that this purpose be achieved by
extending to non-officer employees, consultants and advisors of the Company and its Subsidiaries an added long-term incentive for high levels of performance and unusual efforts
through the grant of Nonqualified Stock Options (as hereinafter defined).

2.Definitions.

For
purposes of the Plan:



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3.Administration.



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4.Stock Subject to the Plan; Grant Limitations.



5.Option Grants for Eligible Individuals.



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6.{Intentionally omitted.}

7.Terms and Conditions Applicable to All Options.



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8.{Intentionally omitted.}

9.{Intentionally omitted.}

10.{Intentionally omitted.}

11.{Intentionally omitted.}

12.Effect of a Termination of Employment.

The
Agreement evidencing the grant of each Option shall set forth the terms and conditions applicable to such Option upon a termination of the employment or service (or other change in
the status) of the Optionee by the Company, a Subsidiary or a Division (including a termination or change by reason of the sale of a Subsidiary or a Division), which shall be as the Committee may, in
its discretion, determine at the time the Option is granted or thereafter.

13.Adjustment Upon Changes in Capitalization.



14.Effect of Certain Transactions.

Subject
to Section 7.4, or as otherwise provided in an Agreement, in the event of (i) the liquidation or dissolution of the Company or (ii) a merger or consolidation
of the Company (a "Transaction"), the
Plan and the Options issued hereunder shall continue in effect in accordance with their respective terms, except that following a Transaction each Optionee shall be entitled to receive in respect of
each Share subject to any outstanding Options upon exercise of any Option, the same number and kind of stock, securities, cash, property, or other consideration that each holder of a Share was
entitled to receive in the Transaction in respect of a Share;provided, however, that such stock, securities, cash, property, or other consideration
shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Options prior to such Transaction.

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15.Interpretation.



16.Pooling Transactions.

Notwithstanding
anything contained in the Plan or any Agreement to the contrary, in the event of a Change in Control which is intended to constitute a Pooling Transaction, the Committee
shall take such actions, if any, as are specifically recommended by an independent accounting firm retained by the Company to the extent reasonably necessary in order to assure that the Pooling
Transaction will qualify as such, including but not limited to (i) deferring the vesting, exercise, payment, settlement or lapsing of restrictions with respect to any Option,
(ii) providing that the payment or settlement in respect of any Option be made in the form of cash, Shares or securities of a successor or acquirer of the Company, or a combination of the
foregoing and (iii) providing for the extension of the term of any Option to the extent necessary to accommodate the foregoing, but not beyond the maximum term permitted for any Option.

17.Termination and Amendment of the Plan.

The
Plan shall terminate on the day preceding the tenth anniversary of the date of its adoption by the Board and no Option may be granted thereafter. The Board may sooner terminate the
Plan and the Board may at any time and from time to time amend, modify or suspend the Plan;provided, however, that:



18.Non-Exclusivity of the Plan.

The
adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangement or as creating any limitations on the
power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under the Plan, and such
arrangements may be either applicable generally or only in specific cases.

19.Limitation of Liability.

As
illustrative of the limitations of liability of the Company, but not intended to be exhaustive thereof, nothing in the Plan shall be construed to:



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20.Regulations and Other Approvals; Governing Law.



21.Miscellaneous.



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