ex108rcrcform10k2009.htm


    Exhibit 10.8

    


    RC2
CORPORATION

    STOCK
APPRECIATION RIGHT
 GRANT
AGREEMENT

    (Stock-Settled)

    


    


    THIS
STOCK APPRECIATION RIGHT GRANT AGREEMENT dated as of __________ the "Grant
Date"), is between ___________ ("Grantee") and RC2 CORPORATION, a Delaware
corporation (the "Company").

    


    RECITALS

    


    A.   The
Company adopted the RC2 Corporation 2005 Stock Incentive Plan (the "Plan"),
which was approved by its Board of Directors (the "Board") and
stockholders.

    


    B.   The
Board has designated Grantee as a participant in the Plan.

    


    C.   Pursuant
to the Plan, Grantee and the Company desire to enter into this Agreement setting
forth the terms and conditions of the following stock appreciation right granted
to Grantee under the Plan.

    


    AGREEMENTS

    


    Grantee
and the Company agree as follows:

    


    1.   Grant of Stock Appreciation
Right.  The Company grants to Grantee a stock appreciation
right (hereinafter referred to as the "Stock Appreciation Right") with respect
to a total of ________ shares (the "Shares") of the Company's common stock,
par value $0.01 per share (the "Common Stock "), on the terms and conditions set
forth below and in the Plan.

    


    2.   Exercise
Price.  The exercise price of this Stock Appreciation Right
shall be $______ per share, which is equal to or greater than the Fair Market
Value of the Stock on the Grant Date.

    


    3.   Period of
Exercise.  Except as provided under the Plan, unless the Stock
Appreciation Right is terminated, Grantee may exercise this Stock Appreciation
Right for up to, but not in excess of, the percent of shares of Stock subject to
the Stock Appreciation Right during the periods specified below:

    


    
      	
              Percentage
      of Shares

            	 
      	 
      
	
              of
      Common Stock

            	 
      	
              On
      or After

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    Grantee's
right to exercise the Stock Appreciation Right expires ten years from the Grant
Date, subject to Section 11.

    


    Upon
completion of a Change of Control (as defined in the Grantee’s Employment
Agreement dated as of ____________ (as amended from time to time, the
“Employment Agreement”)) or upon termination of the Grantee’s employment due to
death or Disability (as defined in the Employment Agreement) of the Grantee,
this Stock Appreciation Right shall immediately vest and become exercisable by
the Grantee in accordance with its remaining terms (subject, in the case of
termination of employment due to death or Disability, to the period of exercise
set forth in Section 11 below).  The Company agrees to take any and
all actions necessary or appropriate to effectuate the acceleration of this
Stock Appreciation Right and to permit the Grantee to exercise this Stock
Appreciation Right in accordance with its terms and after this accelerated
vesting date.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


                    4.   Definitions.  Unless
provided to the contrary in this Agreement, the definitions contained in the
Plan and any amendments to the Plan shall apply to this Agreement.

    


    5.   Change in Capital
Structure.  The number of Shares covered by and the exercise
price of this Stock Appreciation Right will be adjusted in the event of a stock
dividend, stock split, reverse stock split, recapitalization, reorganization,
merger, consolidation, acquisition or other change in the capital structure of
the Company as determined by the Board in accordance with the Plan.

    


    6.   Exercise of Stock
Appreciation Right.  Each exercise of this Stock Appreciation
Right shall be in writing (substantially in the form of Exhibit A hereto),
signed by the Grantee, and received by the Company in its principal
office.  The Grantee may exercise this Stock Appreciation Right with
respect to less than the total number of Shares covered hereby; provided that no
partial exercise of this Stock Appreciation Right may be with respect to any
fractional Share.  Upon exercise of this Stock Appreciation Right, the
Grantee shall receive from the Company certificate(s) issued in the Grantee's
name (or, if requested by the Grantee, such shares shall be issued to the
Grantee by electronic transfer to the Grantee's broker) for the number of whole
shares of Stock equal to the amount determined by dividing (a) the product
of (i) the difference between the Fair Market Value on the Date of Exercise
over the exercise price of this Stock Appreciation Right, times (ii) the
number of Shares with respect to which this Stock Appreciation Right is
exercised, by (b) the Fair Market Value on the Date of Exercise, rounding
any fractional share to the nearest whole share.  If delivery is by
mail, such delivery shall be deemed effected when deposited in the United States
mail, addressed to Grantee.

    


    7.   Taxes.  Before
the issuance of any shares for any exercise of this Stock Appreciation Right,
the Company may require the Grantee to remit to it an amount in cash sufficient
to satisfy any federal, state, local or other withholding tax
requirements.

    


    8.   Nontransferability of Stock
Appreciation Right.  This Stock Appreciation Right shall not be
transferable other than by will or the laws of descent and distribution and
shall be exercisable, during the Grantee's lifetime, only by the
Grantee.

    


    9.   Addresses.  All
notices or statements required to be given to either party hereto shall be in
writing and shall be personally delivered or sent, in the case of the Company,
to its principal business office and, in the case of Grantee, to Grantee's
address as is shown on the records of the Company or to such address as Grantee
designates in writing.  Notice of any change of address shall be sent
to the other party by registered or certified mail.  It shall be
conclusively presumed that any notice or statement properly addressed and mailed
bearing the required postage stamps has been delivered to the party to which it
is addressed.

    


    10.   Restrictions Imposed by
Law.  Notwithstanding any other provision of this Agreement,
Grantee agrees that Grantee shall not exercise this Stock Appreciation Right and
that the Company will not be obligated to deliver any shares of Common Stock if
counsel to the Company determines that such exercise, delivery or payment would
violate any law or regulation of any governmental authority or any agreement
between the Company and any national securities exchange upon which the Common
Stock is listed.  The Company shall in no event be obligated to take
any affirmative action in order to cause the exercise of this Stock Appreciation
Right to comply with any law or regulation of any governmental
authority.

    


    11.   Effect of Termination of
Employment.  If the Grantee’s employment is terminated for any
reason other than a termination by the Company for Cause, the Grantee (or
Grantee’s designated beneficiary or Grantee’s estate in the event of termination
of the Grantee’s employment due to death) may exercise any part of this Stock
Appreciation Right vested as of the Termination Date (after giving effect to any
acceleration of vesting pursuant to Section 3) at any time prior to the original
expiration date of this Stock Appreciation Right or within twelve months after
the date of termination of employment, whichever period is shorter.

    


    12.   Service Provider
Relationship.  Nothing in this Agreement or in the Plan shall
limit the right of the Company or any parent or subsidiary of the Company to
terminate Grantee's employment or other form of service relationship or
otherwise impose any obligation to employ and/or retain Grantee as a service
provider.


    
      
         


      

      
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    13.   Governing
Law.  This Agreement shall be construed, administered and
governed in all respects under and by the laws of the State of
Delaware.

    


    14.   Provisions Consistent with
Plan.  This Agreement is intended to be construed to be
consistent with, and is subject to, all applicable provisions of the Plan, which
is incorporated herein by reference.  In the event of a conflict
between the provisions of this Agreement and the Plan, the provisions of the
Plan shall prevail.

    


    


    _______________________________________

    [Grantee]

    


    RC2
CORPORATION

    


    BY____________________________________

    



    
      
         


      

      
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    EXHIBIT
A

    


    Stock
Appreciation Right Exercise

    (Stock-Settled)

    


    


    1.  I
exercise my Stock Appreciation Right with respect to the number of shares of RC2
Corporation (the “Company”) common stock shown below pursuant to the Company’s
2005 Stock Incentive Plan.

    


    
      	
              Grant
      Agreement

            	
              Stock Appreciation Right
      Exercised

            
	 	 
	
              Date____________________

               

            	
              Number____________________

              Per
      Share

              Exercise
      Price_________________

            


    

    


       
2.  In connection with this Stock Appreciation Right exercise, I
represent the following:

    


    (a)  All
conditions under the above-referenced Grant Agreement have been met with respect
to the Stock Appreciation Right exercised.

    


    (b)  I
have had access to and have reviewed all current publicly available reports
filed by the Company with the Securities and Exchange Commission and have based
my purchase on that information and not on any other oral or written information
supplied by the Company.

    


       
3.  I understand that before I receive the shares referenced above,
the Company requires me to remit to it an amount in cash sufficient to satisfy
any federal, state, local or other withholding tax requirements.

    


    


    
      	
              Date____________________

            	
              Name_______________________________

                       (Please
      print name)

               

            
	 
      	
              Signature______________________________

            


    

    


    


     

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