Exhibit – 10.111


 


June 4, 2008


 


Mr. Bruce G. Crain


President and Chief
Executive Officer


Russ Berrie and Company, Inc.


111 Bauer Drive


Oakland, New Jersey  07346


 


Dear Bruce:


 


The
following is a description of your incentive compensation opportunity with respect
to 2008, in accordance with your Employment Agreement with Russ Berrie and
Company, Inc. (the “Company”).  The
determination of your achievement of performance goals shall be made after the
end of 2008 in the Compensation Committee’s discretion.


 


The
Compensation Committee has determined that 50% of your 2008 incentive
compensation opportunity shall be based on the achievement of consolidated
financial goals by the Company and 50% shall be based on your achievement of
personal goals.


 


Financial Goals


 


The
Compensation Committee has set corporate consolidated EBITDA targets for 2008
as the financial goals.  EBITDA is
defined for this purpose as consolidated net income before net interest
expense, provision for income taxes, depreciation, amortization and other
non-cash, special or non-recurring charges. 
With respect to consolidated EBITDA, your targets consist of the
following:  (i) a specified minimum
level of achievement (the “Minimum Crain Target”) required to earn an amount
equal to 7.5% of your annual base salary, (ii) a specified level of
achievement (the “Crain Target”) in excess of the Minimum Crain Target required
to earn an amount equal to 37.5% of your annual base salary, and (ii) a
specified level of achievement in excess of the Crain Target (the “Maximum
Crain Target”) required to earn an amount equal to 65% of your annual base
salary.  Amounts earned for achievement
of results between (i) the Minimum Crain Target and the Crain Target, and (ii) the
Crain Target and the Maximum Crain Target will be determined by a straight-line
interpolation. No amounts will be paid for achievement of results in excess of
the Maximum Crain Target. No amounts will be paid for achievement of results
below the Minimum Crain Target.  In
determining whether any of the Crain Targets were achieved for the year, the Compensation
Committee may exercise its judgment whether to reflect or exclude the impact of
changes in accounting principles and extraordinary, unusual or infrequently
occurring events reported in the Company’s public filings that it believes were
not driven by the current performance or that otherwise had a distorting
positive or negative impact on Company performance.  The EBITDA Targets are set forth on Exhibit A
attached hereto.


 

















 


Personal Goals


 


With respect to your
personal goals, three different categories (each with a target and a maximum
level of achievement) have been established as follows:  (i) structural/integration goals, which
will entitle you to receive 18.75% of your annual base salary at the target
level and 32.50% of your annual base salary at the maximum level of
achievement; (ii) organizational goals, which will entitle you to receive
9.375% of your annual base salary at the target level and 16.25% of your annual
base salary at the maximum level of achievement, and (iii) strategic
goals, which will entitle you to receive 9.375% of your annual base salary at
the target level and 16.25% of your annual base salary at the maximum level of
achievement.  The Committee will
determine in its sole discretion your level of achievement of each of these
personal goals during 2008, if any.  The
particular payout level awarded, if any, in each case will depend on the
assessment of the Committee as to the degree of achievement attained, and will
account for the difficulty and complexity of the particular goal.  No bonus will be payable for a particular
category if the Committee determines that the target level of achievement for
that category has not been achieved, and no amounts will be payable in excess
of the maximum incentive compensation opportunity for that category.  Failure to achieve the Minimum Crain Target
or any category of the three personal goals targets will not, however, preclude
incentive compensation from being paid if targets for other categories are
achieved.  The particular deliverables
with respect to each of the three personal goal categories are set forth on Exhibit A.


 


Potential
amounts payable to you with respect to your incentive compensation program for
2008 are as follows:


 




	
   

  	
   

  	
  Target

  	
   

  	
  Maximum

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EBITDA

  	
   

  	
  $

  	
  206,250

  	
  *

  	
  $

  	
  357,500

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Structural/Integration

  	
   

  	
  $

  	
  103,125

  	
   

  	
  $

  	
  178,750

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Organizational

  	
   

  	
  $

  	
  51,562.50

  	
   

  	
  $

  	
  89,375

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Strategic

  	
   

  	
  $

  	
  51,562.50

  	
   

  	
  $

  	
  89,375

  	
   

  






 






*              Achievement of the Minimum Crain Target would entitle
you to a payment of $41,250.


 


Please
sign and return the enclosed copy of this letter acknowledging your agreement
therewith.  We look forward to working
closely with you during 2008 in order that these goals may be achieved for the
enhancement of shareholder value.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  /s/ Frederick J.
  Horowitz

  
	
   

  	
  Chair

  
	
   

  	
  Compensation
  Committee

  



 


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  ACKNOWLEDGED AND AGREED

  	
   

  
	
  this 4 day of
  June , 2008.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Bruce Crain

  	
   

  
	
  Bruce G. Crain

  	
   

  



 


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