Exhibit 10.10





RC2
CORPORATION


RESTRICTED
STOCK GRANT AGREEMENT


(Qualified
Director)








THIS
RESTRICTED STOCK 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
effective May 6, 2005.  The Plan is administered by the
Compensation Committee of the Board (the
"Administrator").  Capitalized terms used herein but not defined shall
have the meanings give such terms in the Plan.





B.   The
Board has designated Grantee, a Qualified Director of the Company, 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 restricted stock grant to
Grantee under the Plan.





AGREEMENTS





Grantee
and the Company agree as follows:





1.   Grant of Restricted
Shares.  The Company hereby grants and issues
______ shares (the "Restricted Shares") of the Company's common stock, par
value $0.01 per share (the "Common Stock"), to Grantee, in accordance with this
Agreement and the Plan.  Promptly following the execution and delivery
of this Agreement by Grantee, the Company shall cause a certificate for the
Restricted Shares to be delivered to Grantee containing the legend set forth in
section 7 below.





2.   Vesting and Forfeiture of
Restricted Shares.





(a)   General
Vesting.  Subject to the forfeiture provisions of section 2(b)
and the acceleration provisions of sections 2(c) and 8, one third of the
Restricted Shares shall vest on each of ______________ (each, a "Vesting
Date").  All Restricted Shares which shall have vested are referred to
herein as "Vested Shares."  All Restricted Shares which are not vested
are referred to herein as "Unvested Shares."  Upon vesting, the
Restricted Shares shall no longer be subject to forfeiture pursuant to section
2(b) of this Agreement.














(b)   Forfeiture.  The
Unvested Shares shall immediately be forfeited to the Company if, prior to the
applicable Vesting Date, the Grantee's status as a director of the Company
terminates for any reason, subject to the discretion of the Board to waive
forfeiture as provided in the Plan.  Upon any forfeiture of the
Restricted Shares pursuant to this section 2(b), Grantee shall have no
rights as a holder of such Restricted Shares and such Restricted Shares shall be
deemed transferred to the Company, and the Company shall be deemed the owner and
holder of such shares.  Upon any such forfeiture, Grantee shall
promptly surrender to the Company for cancellation any ceritificates
representing the Unvested Shares that have been forfeited.





(c)   Acceleration.  Notwithstanding
anything herein or in the Plan to the contrary, upon the occurrence of any of
the following events, all Unvested Shares shall immediately vest and become
Vested Shares:





(i)   the
retirement of Grantee as a director of the Company upon or after the date
Grantee attains age 70;





(ii)   Grantee
suffers a Disabiilty (as defined below) which causes Grantee to resign as a
director or not stand for re-election as a director; or





(iii)   a
reduction in the size of the Board which causes Grantee to not be re-elected to
the Board.





For
purposes of this Agreement, "Disability" means a physical or mental sickness or
injury which renders Grantee incapable of performing his duties, with or without
a reasonable accommodation, and which does or may be expected to continue for
more than six months during any consecutive 12-month period.  The
Company and Grantee shall determine the existence of a Disability and the date
upon which it occurred.  In the event of a dispute regarding whether
or when a Disability occurred, the matter shall be referred to a medical doctor
selected by the Company and Grantee.  In the event of their failure to
agree upon such a medical doctor, the Company and Grantee shall each select a
medical doctor who together shall select a third medical doctor who shall make
the determination.  Such determination shall be conclusive and binding
upon the parties hereto.





3.   Shareholder
Rights.  Regardless of whether the Restricted Shares are
considered Unvested Shares under the terms of this Agreement, Grantee shall have
all the rights of a shareholder (including voting and dividend rights) with
respect to the Restricted Shares.








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4.   Restrictions on Transfer.  Grantee shall
not sell, assign, transfer, pledge, encumber or dispose of all or any of his or
her Unvested Shares, either voluntarily or by operation of law, at any time
prior to the applicable Vesting Date.  Any attempted transfer of any
Unvested Shares in violation of this section 4 shall be invalid and of no
effect.





5.   Taxes.





(a)   The
Company's obligation to deliver the Restricted Shares to Grantee shall be
subject to the satisfaction of all applicable federal, state and local income
and employment tax withholding requirements ("Withholding
Taxes").  Grantee has reviewed with Grantee's own tax advisors the
federal, state and local tax consequences of this investment and the
transactions contemplated by this Agreement.  Grantee is relying
solely on such advisors and not on any statements or representations of the
Company or any of its agents.  Grantee understands that Grantee (and
not the Company) shall be responsible for Grantee's own tax liability that may
arise as a result of the transactions contemplated by this
Agreement.





(b)   GRANTEE
ACKNOWLEDGES THAT HE OR SHE HAS BEEN INFORMED THAT GRANTEE MUST DECIDE WHETHER
OR NOT TO MAKE AN ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, WITH RESPECT TO THE RESTRICTED SHARES AND THAT GRANTEE IS
SOLELY RESPONSIBLE FOR MAKING OR NOT MAKING A TIMELY SECTION 83(b) ELECTION (AND
OBTAINING TAX ADVICE CONCERNING WHETHER AND HOW TO MAKE SUCH
ELECTION).  Grantee hereby agrees to deliver to the Company a signed
copy of any document he or she may execute and file with the Internal Revenue
Service evidencing a section 83(b) election, and to deliver such copy to
the Company prior to, or promptly upon, such filing, accompanied by a cash
payment in the amount the Company anticipates is required to fulfill the
Withholding Taxes.





(c)   Grantee
agrees to promptly make a cash payment to the Company of any Withholding Taxes
to the Company when due.  Grantee further agrees that the Company may
withhold from Grantee's retainer fees or other remuneration the appropriate
amount of Withholding Taxes (to the extent not covered by Grantee's cash payment
to the Company).  Grantee further agrees that, if the Company does not
withhold an amount from Grantee's retainer fees or other remuneration sufficient
to satisfy the withholding obligation of the Company, Grantee will make
reimbursement on demand, in cash, for the amount underwithheld.








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6.   Adjustments for Stock
Splits, Stock Dividends, Etc.  If from time to time during the
term of this Agreement there is any stock split-up, stock dividend, stock
distribution or other reclassification of the Common Stock, any and all new,
substituted or additional securities to which Grantee is entitled by reason of
his or her ownership of the Restricted Shares shall be immediately subject to
the forfeiture and other provisions of this Agreement in the same manner and to
the same extent as the Restricted Shares.  If the Restricted Shares
are converted into or exchanged for, or shareholders of the Company receive by
reason of any distribution in total or partial liquidation, securities of
another corporation, or other property (including cash), pursuant to any merger
of the Company or acquisition of its assets, then the rights of the Company
under this Agreement shall inure to the benefit of the Company's successor and
this Agreement shall apply to the securities or other property received upon
such conversion, exchange or distribution in the same manner and to the same
extent as the Restricted Shares.





7.   Legend.  The
share certificate evidencing the Restricted Shares issued hereunder shall be
endorsed with the following legend (in addition to any legend required under
applicable federal or state securities laws) and the Company may issue
stop-transfer instructions with its transfer agent in connection with such
legend:





THE
TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY
ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE RC2
CORPORATION 2005 STOCK INCENTIVE PLAN AND A RESTRICTED STOCK GRANT AGREEMENT.
COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE AT THE OFFICES OF RC2 CORPORATION,
1111 WEST 22nd STREET, OAK BROOK, ILLINOIS 60523.





The
legend set forth above shall be removed from the certificates evidencing the
Restricted Shares upon the Vesting Date or sooner in accordance with
section 2(c) above or section 8 below, if applicable, unless such
Restricted Shares have been forfeited prior to the applicable Vesting Date
pursuant to section 3 above.





8.   Change of
Control.  Notwithstanding anything in the Plan to the contrary,
upon the occurrence of a Change of Control (as defined in the Plan) all Unvested
Shares shall immediately vest and become Vested Shares.





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.








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10.   Service Provider
Relationship.  Nothing in this Agreement or in the Plan shall
limit the right of the Company or its stockholders to terminate Grantee's status
as a director of the Company or otherwise impose any obligation to employ and/or
retain Grantee as a service provider.





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





12.   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:





_______________________________________


[Grantee]








RC2
CORPORATION





BY____________________________________


Its__________________________________