Exhibit 10.14

[DEPARTMENT 56 LOGO]

January 28, 2003

Ms. Susan
E. Engel
[Address]

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.



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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.

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6.Effect of Agreement on Other Benefits; Complete Agreement.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. This is the
entire agreement between you and DFS with respect to, and supersedes all prior arrangements concerning, the subject matter of this Agreement.

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     

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Department 56  Benefit Plans  referred to inExecutive Continuity Agreements

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Exhibit A to Executive Continuity Agreement  between Susan Engel and Department 56, Inc.        EMPLOYEE RELEASE

Susan
E. Engel ("Employee"), in consideration for the payment of monies and benefits by Department 56, Inc. (the "Company") pursuant to the Letter Agreement to which this Release is annexed as
Exhibit A (the "Executive Continuity Agreement"), does hereby confirm her agreement and delivery of this Release by setting forth her signature in the space provided below.

Employee,
on behalf of herself and her heirs and representatives, hereby releases Company and all of its affiliates, predecessors, subsidiaries, successors, employees, officers, directors, agents,
insurers, representatives, counsel, shareholders, and all other persons, entities, and corporations affiliated or related with any of them, from all liability for damages, claims, and, demands,
whether known or unknown, of any kind, including all claims for costs, expenses, and attorneys' fees arising out of any events, acts, decisions, or omissions occurring prior to execution of this
Release (including, but not limited to, Employee's termination from employment with Company). Employee understands that this Release is a full, final and complete settlement and release of all her
claims whatsoever.

Employee
further agrees that she will not institute any claim for damages, by charge or otherwise, nor otherwise authorize any other party, governmental or otherwise, to institute any claim for
damages via administrative or legal proceedings against Company, its affiliates, predecessors, subsidiaries, successors, employees, officers, directors, agents, insurers, representatives, counsel,
shareholders, and all other persons, entities, and corporations affiliated or related with any of them based on any events, acts, decisions, or omissions occurring prior to execution of this Release.
Employee also waives the right to money damages or other legal or equitable relief awarded by any governmental agency related to any such claim.

ADDITIONALY, THIS RELEASE SPECIFICALLY WAIVES ALL OF EMPLOYEE'S RIGHTS AND CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (29 U.S.C. § 621 et
seq.), AS AMENDED, AND THE OLDER WORKERS' BENEFIT PROTECTION ACT, AS AMENDED.In connection with this waiver, Employee acknowledges and agrees to the following:



Notwithstanding anything in this Release to the contrary, Employee does not release the Company of any of its obligations or any of Employee's claims or demands
(1) under any of the Company's applicable insurance policies or any applicable indemnification agreement or law with respect to suits, demands, proceedings or other claims arising out of
events, occurrences or conduct in connection with Employee's conduct as a director, officer or employee of the Company or any of its subsidiaries so long as, with respect to the events, occurrences or
conduct which give rise to any such suit, demand, proceeding or other claim, Employee acted in good faith in the reasonable belief that Employee's acts or omissions were in (or not opposed to) the
best interest of the Company, (2) under the Executive Continuity Agreement or (3) under any employee pension benefit plan or employee welfare benefit plan under ERISA ("Employees
Retirement Income Security Act", 29U.S.C. Sec 1001et seq.), which rights shall be governed by the terms of any such plans maintained by the
Company.

|               |  | Date: | 
|-------------- |  | ----- | 
|Susan E. Engel |  |       | 

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Exhibit B to Executive Continuity Agreement  between Susan Engel and Department 56, Inc.        COMPANY RELEASE

Department
56, Inc. (the "Company"), in consideration for the release by Susan E. Engel ("Employee") pursuant to the Letter Agreement to which this Release is annexed as Exhibit B (the
"Executive Continuity Agreement"), does hereby confirm its agreement and delivery of this Release by setting forth the signature of its duly authorized officer in the space provided below.

Company
hereby releases Employee from all liability for damages, claims, and, demands, whether known or unknown, of any kind, including all claims for costs, expenses, and attorneys' fees, which the
Company, its successors or assigns may have against Employee;provided, however, that the foregoing release shall not extend to, and the Company
expressly does not release, any claim, known or unknown, which the Company, its successors or assigns may have against Employee relating in any way to any misconduct by Employee prior to Employee's
termination of employment which constitutes "Cause" as such term is defined in the Executive Continuity Agreement.

|Department 56, Inc. |  |       | 
|------------------- |  | ----- | 
|                    |  | Date: | 
|Authorized Officer  |  |       | 

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[DEPARTMENT 56 LOGO]

[Date]

«GRANTEE_NAME»
«STREET_ADDRESS»
«CITY_ADDRESS»

Dear
«FIRST_NAME»:

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.



3

---



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; Complete Agreement.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. This is
the entire agreement between you and DFS with respect to, and supersedes all prior arrangements concerning, the subject matter of this Agreement.

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:                
| |  |                    
| |  | Accepted:          
| |  | «GRANTEE_NAME»     

4

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Department 56  Benefit Plans  referred to inExecutive Continuity Agreements

---

Exhibit A to Executive Continuity Agreement  between «GRANTEE_NAME» and Department 56, Inc.        EMPLOYEE RELEASE

«GRANTEE_NAME»
("Employee"), in consideration for the payment of monies and benefits by Department 56, Inc. (the "Company") pursuant to the Letter Agreement to which
this Release is annexed as Exhibit A (the "Executive Continuity Agreement"), does hereby confirm her/his agreement and delivery of this Release by setting forth her/his signature in the space
provided below.

Employee,
on behalf of herself/himself and her/his heirs and representatives, hereby releases Company and all of its affiliates, predecessors, subsidiaries, successors, employees, officers, directors,
agents, insurers, representatives, counsel, shareholders, and all other persons, entities, and corporations affiliated or related with any of them, from all liability for damages, claims, and,
demands, whether known or unknown, of any kind, including all claims for costs, expenses, and attorneys' fees arising out of any events, acts, decisions, or omissions occurring prior to execution of
this Release (including, but not limited to, Employee's termination from employment with Company). Employee understands that this Release is a full, final and complete settlement and release of all
her/his claims whatsoever.

Employee
further agrees that s/he will not institute any claim for damages, by charge or otherwise, nor otherwise authorize any other party, governmental or otherwise, to institute any claim for
damages via administrative or legal proceedings against Company, its affiliates, predecessors, subsidiaries, successors, employees, officers, directors, agents, insurers, representatives, counsel,
shareholders, and all other persons, entities, and corporations affiliated or related with any of them based on any events, acts, decisions, or omissions occurring prior to execution of this Release.
Employee also waives the right to money damages or other legal or equitable relief awarded by any governmental agency related to any such claim.

ADDITIONALY, THIS RELEASE SPECIFICALLY WAIVES ALL OF EMPLOYEE'S RIGHTS AND CLAIMS ARISING UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967 (29 U.S.C. § 621 et
seq.), AS AMENDED, AND THE OLDER WORKERS' BENEFIT PROTECTION ACT, AS AMENDED.In connection with this waiver, Employee acknowledges and agrees to the following:



Employee's
signature below evidences Employee's understanding and voluntary waiver of all claims against the Company, including but not limited to those pursuant to the Age Discrimination in
Employment Act and the Older Workers' Benefit Protection Act.

Notwithstanding anything in this Release to the contrary, Employee does not release the Company of any of its obligations or any of Employee's claims or demands
(1) under any of the Company's applicable insurance policies or any applicable indemnification agreement or law with respect to suits, demands, proceedings or other claims arising out of
events, occurrences or conduct in connection with Employee's conduct as a director, officer or employee of the Company or any of its subsidiaries so long as, with respect to the events, occurrences or
conduct which give rise to any such suit, demand, proceeding or other claim, Employee acted in good faith in the reasonable belief that Employee's acts or omissions were in (or not opposed to) the
best interest of the Company, (2) under the Executive Continuity Agreement or (3) under any employee pension benefit plan or employee welfare benefit plan under ERISA ("Employees
Retirement Income Security Act", 29U.S.C. Sec 1001et seq.), which rights shall be governed by the terms of any such plans maintained by the
Company.

|               |  | Date: | 
|-------------- |  | ----- | 
|«GRANTEE_NAME» |  |       | 

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Exhibit B to Executive Continuity Agreement  between «GRANTEE_NAME» and Department 56, Inc.        COMPANY RELEASE

Department
56, Inc. (the "Company"), in consideration for the release by «GRANTEE_NAME» ("Employee") pursuant to the Letter Agreement to which this Release is annexed as
Exhibit B (the "Executive Continuity Agreement"), does hereby confirm its agreement and delivery of this Release by setting forth the signature of its duly authorized officer in the space
provided below.

Company
hereby releases Employee from all liability for damages, claims, and, demands, whether known or unknown, of any kind, including all claims for costs, expenses, and attorneys' fees, which the
Company, its successors or assigns may have against Employee;provided, however, that the foregoing release shall not extend to, and the Company
expressly does not release, any claim, known or unknown, which the Company, its successors or assigns may have against Employee relating in any way to any misconduct by Employee prior to Employee's
termination of employment which constitutes "Cause" as such term is defined in the Executive Continuity Agreement.

|Department 56, Inc. |  |       | 
|------------------- |  | ----- | 
|                    |  | Date: | 
|Authorized Officer  |  |       | 

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