[Department 56, Inc. Letterhead]

[Date]

[Name
of Officer]
[Address]

Dear
________________________:

In
recognition of your contributions to Department 56, Inc. ("DFS" or the "Company") and the Company's desire to assure your continued services in your current position in the
event of a pending or actual Change in Control (as defined) of DFS, the Company's Board of Directors is pleased to offer you the Change of Control protection outlined in this letter agreement
("Agreement").

1.Term Of Agreement.The Term of this Agreement shall commence on the date of this letter (the "Effective
Date") and end on the third anniversary of such date (the "Original Term"). The Original Term shall be automatically renewed for successive one-year terms (the "Renewal Terms") unless at
least 180 days prior to the expiration of the Original Term or any Renewal Term, either of us notifies the other in writing that you or we are electing to terminate this Agreement at the end of
the then current Term. "Term" shall mean the Original Term and all Renewal Terms. If a Change in Control occurs during the Term, the Term shall not expire earlier than two years from the date of the
Change in Control.

2.Entitlement to Severance Benefits.



---



3.Definitions.For purposes of this Agreement, the following terms shall have the meanings ascribed to them.



2

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4.Non-Disclosure; Non-Solicitation; Non-Disparagement.



5.Resolution of Disputes.Any controversy or claim arising out of or relating to this Agreement or any breach
or asserted breach hereof shall be resolved by binding arbitration, to be held at an office closest to DFS' principal offices in accordance with the rules and procedures of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court of
competent jurisdiction. Pending the resolution of any arbitration or court proceeding, DFS shall continue payment of all amounts and benefits due you hereunder. All reasonable costs and expenses of
any arbitration or court proceeding (including fees and disbursements of counsel) shall be promptly paid on your behalf by DFS; provided, however, that no such expense reimbursement shall be made if
and to the extent the arbitrator(s) determine(s) that any of your litigation assertions or defenses were in bad faith or frivolous.

6.Effect of Agreement on Other Benefits.Except as specifically provided in this Agreement, the existence of
this Agreement shall not be interpreted to prohibit or restrict your participation in any other employee benefit or other plans or programs in which you currently participate.

7.Not an Employment Agreement.This Agreement is not a contract of employment between you and DFS. DFS may
terminate you at any time, subject to the terms of any employment agreement between you and DFS that may then be in effect.

3

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8.Assignability; Binding Nature.This Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors, heirs (as applies to you) and permitted assigns. DFS agrees that in the event of a sale or transfer of assets, it shall take whatever action it legally can to cause
such assignee or transferee to expressly assume DFS's liabilities, obligations and duties hereunder.

9.Governing Law/Jurisdiction.This Agreement shall be governed by and construed and interpreted in accordance
with the laws of Minnesota without reference to principles of conflict of laws.

Please
acknowledge your acceptance of the terms of this Agreement by executing below and returning a copy to DFS.

| |  | DEPARTMENT 56, INC.
| |  | -------------------
| |  | By:                
| |  | Name:              
| |  | Title:             
| |  | Accepted:          
| |  | [Name]             

4

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[Department 56, Inc. Letterhead]

[Date]

[Name
of Officer]
[Address]

Dear
________________________:

In
recognition of your contributions to Department 56, Inc. ("DFS" or the "Company") and the Company's desire to assure your continued services in your current position in the
event of a pending or actual Change in Control (as defined) of DFS, the Company's Board of Directors is pleased to offer you the Change of Control protection outlined in this letter agreement
("Agreement").

1.Term Of Agreement.The Term of this Agreement shall commence on the date of this letter (the "Effective
Date") and end on the third anniversary of such date (the "Original Term"). The Original Term shall be automatically renewed for successive one-year terms (the "Renewal Terms") unless at
least 180 days prior to the expiration of the Original Term or any Renewal Term, either of us notifies the other in writing that you or we are electing to terminate this Agreement at the end of
the then current Term. "Term" shall mean the Original Term and all Renewal Terms. If a Change in Control occurs during the Term, the Term shall not expire earlier than two years from the date of the
Change in Control.

2.Entitlement to Severance Benefits.



---



3.Definitions.For purposes of this Agreement, the following terms shall have the meanings ascribed to them.



2

---



4.Non-Disclosure; Non-Solicitation; Non-Disparagement.



5.Resolution of Disputes.Any controversy or claim arising out of or relating to this Agreement or any breach
or asserted breach hereof shall be resolved by binding arbitration, to be held at an office closest to DFS' principal offices in accordance with the rules and procedures of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. Pending the resolution of any arbitration or court proceeding, DFS shall
continue payment of all amounts and benefits due you hereunder. All reasonable costs and expenses of any arbitration or court proceeding (including fees and disbursements of counsel) shall be promptly
paid on your behalf by DFS; provided, however, that no such expense reimbursement shall be made if and to the extent the arbitrator(s) determine(s) that any of your litigation assertions or defenses
were in bad faith or frivolous.

6.Effect of Agreement on Other Benefits.Except as specifically provided in this Agreement, the existence of
this Agreement shall not be interpreted to prohibit or restrict your participation in any other employee benefit or other plans or programs in which you currently participate.

7.Not an Employment Agreement.This Agreement is not a contract of employment between you and DFS. DFS may
terminate you at any time, subject to the terms of any employment agreement between you and DFS that may then be in effect.

8.Assignability; Binding Nature.This Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors, heirs (as applies to you) and permitted assigns. DFS

3

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agrees that in the event of a sale or transfer of assets, it shall take whatever action it legally can to cause such assignee or transferee to expressly assume DFS's liabilities, obligations and
duties hereunder.

9.Governing Law/Jurisdiction.This Agreement shall be governed by and construed and interpreted in accordance
with the laws of Minnesota without reference to principles of conflict of laws.

Please
acknowledge your acceptance of the terms of this Agreement by executing below and returning a copy to DFS.

| |  | DEPARTMENT 56, INC.
| |  | -------------------
| |  | By:                
| |  | Name:              
| |  | Title:             
| |  | Accepted:          
| |  | [Name]             

4

---

[Department 56, Inc. Letterhead]

[Date]

Dear
Ms. Engel:

In
recognition of your contributions to Department 56, Inc. ("DFS" or the "Company") and the Company's desire to assure your continued services in your current position in the
event of a pending or actual Change in Control (as defined) of DFS, the Company's Board of Directors is pleased to offer you the Change of Control protection outlined in this letter agreement
("Agreement").

1.Term Of Agreement.The Term of this Agreement shall commence on the date of this letter (the "Effective
Date") and end on the third anniversary of such date (the "Original Term"). The Original Term shall be automatically renewed for successive one-year terms (the "Renewal Terms") unless at
least 180 days prior to the expiration of the Original Term or any Renewal Term, either of us notifies the other in writing that you or we are electing to terminate this Agreement at the end of
the then current Term. "Term" shall mean the Original Term and all Renewal Terms. If a Change in Control occurs during the Term, the Term shall not expire earlier than two years from the date of the
Change in Control.

2.Entitlement to Severance Benefits.



---



3.Definitions.For purposes of this Agreement, the following terms shall have the meanings ascribed to them.



4.Non-Disclosure; Non-Solicitation; Non-Disparagement.



2

---



5.Resolution of Disputes.Any controversy or claim arising out of or relating to this Agreement or any breach
or asserted breach hereof shall be resolved by binding arbitration, to be held at an office closest to DFS' principal offices in accordance with the rules and procedures of the American Arbitration
Association. Judgment upon the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. Pending the resolution of any arbitration or court proceeding, DFS shall
continue payment of all amounts and benefits due you hereunder. All reasonable costs and expenses of any arbitration or court proceeding (including fees and disbursements of counsel) shall be promptly
paid on your behalf by DFS; provided, however, that no such expense reimbursement shall be made if and to the extent the arbitrator(s) determine(s) that any of your litigation assertions or defenses
were in bad faith or frivolous.

6.Effect of Agreement on Other Benefits.Except as specifically provided in this Agreement, the existence of
this Agreement shall not be interpreted to prohibit or restrict your participation in any other employee benefit or other plans or programs in which you currently participate.

7.Not an Employment Agreement.This Agreement is not a contract of employment between you and DFS. DFS may
terminate you at any time, subject to the terms of any employment agreement between you and DFS that may then be in effect.

8.Assignability; Binding Nature.This Agreement shall be binding upon and inure to the benefit of the parties
and their respective successors, heirs (as applies to you) and permitted assigns. DFS agrees that in the event of a sale or transfer of assets, it shall take whatever action it legally can to cause
such assignee or transferee to expressly assume DFS's liabilities, obligations and duties hereunder.

9.Governing Law/Jurisdiction.This Agreement shall be governed by and construed and interpreted in accordance
with the laws of Minnesota without reference to principles of conflict of laws.

Please
acknowledge your acceptance of the terms of this Agreement by executing below and returning a copy to DFS.

| |  | DEPARTMENT 56, INC.
| |  | -------------------
| |  | By:                
| |  | Name:              
| |  | Title:             
| |  | Accepted:          
| |  | Susan E. Engel     

3

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