EXHIBIT 10.2


 


[Department 56, Inc. Letterhead]


 


October 20,
2005


 


[Name
of Executive]


[Address]


 


Re:                               Amendment to Retention Agreement with Lenox, Inc. and Issuance of
Restricted Stock of Department 56, Inc.


 


Dear Mr./Ms.                    :


 


Reference is made to the
Retention Agreement dated as of February 22, 2005 (the “Retention
Agreement”) between you and Lenox, Inc. 
As you are aware, on September 1, 2005, Department 56, Inc. (“D56”)
acquired all of the outstanding stock of Lenox, Inc. (“Lenox”) (the “Transaction”),
thereby constituting a “Sale of Employer” under the Retention Agreement.  In connection with your continued employment
with Lenox and/or D56, D56 has agreed to issue shares of restricted stock to
you in consideration of your agreement to amend the Retention Agreement as set
forth below.


 


Based on the foregoing, the
parties agree as follows:


 


1.                                       D56 agrees to issue shares of restricted
stock to you, which shares shall have the terms and conditions set forth in the
attached form of Restricted Stock Agreement (collectively, the “Restricted
Stock”).


 


2.                                       You and Lenox agree that the Retention
Agreement is hereby amended by deleting in its entirety subparagraph (1) from
the definition of “Good Reason” contained in Section 1(d) of the
Retention Agreement.  You understand and
agree that the effect of this amendment shall be that you are not entitled to
the Retention Bonus (as defined in the Retention Agreement) if you resign on or
after the closing of the Transaction based upon a material reduction of your
title, job duties or responsibilities.


 


3.                                       D56 agrees to extend your right to receive
the “Severance Benefits” (as defined in Section 3 of the Retention
Agreement) through and including September 30, 2008; therefore, if an
event described in subparagraph (2) of Section 2(a) of the
Retention Agreement occurs after September 1, 2006 and prior to October 1,
2008 (each a “Severance Event”), you shall be entitled to receive the Severance
Benefits.  If a Severance Event occurs
prior to October 1, 2008, you will receive the greater of the fair market
value of the Severance Benefits or the Restricted Stock (as to which all
restrictions shall thereupon automatically lapse).  You agree that, upon payment of the Severance
Benefits or issuance of the Restricted Stock (with all restrictions having
lapsed) to you, D56’s obligations to pay you severance shall have been
satisfied in full.


 





















 


4.                                       This letter agreement is effective as of September 30,
2005 (the “Effective Date”).  Except as
amended herein, all of the terms and conditions of the Retention Agreement
shall remain in full force and effect.


 


Please confirm your
agreement with the terms and provisions set forth in this letter by signing a
copy of this letter and returning it Louis Fantin, General Counsel of D56.


 


Sincerely,


 


	
  DEPARTMENT 56, INC.

  	
  LENOX, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Timothy Schugel

  	
  Name:

  	
  Susan Engel

  	
   

  
	
  Title:

  	
  CFO

  	
  Title:

  	
  CEO

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed to as of the Effective Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  [Name]

  	
   

  	
   

  	
   

  
										



 


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