APPROPRIATE LEGEND PLACED THEREON TO REFLECT THEIR STATUS AS RESTRICTED
SECURITIES AS AFORESAID.
13.
TO THE EXTENT THAT FEDERAL LAWS OF THE
UNITED STATES DO NOT OTHERWISE CONTROL, THIS AGREEMENT SHALL BE GOVERNED BY THE
LAWS OF NEW JERSEY, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS,
AND SHALL BE CONSTRUED ACCORDINGLY.
14.
IN THE EVENT ANY PROVISION OF THIS AGREEMENT
SHALL BE HELD ILLEGAL OR INVALID FOR ANY REASON, THE ILLEGALITY OR INVALIDITY
SHALL NOT AFFECT THE REMAINING PARTS OF THIS AGREEMENT, AND THIS AGREEMENT SHALL
BE CONSTRUED AND ENFORCED AS IF THE ILLEGAL OR INVALID PROVISION HAD NOT BEEN
INCLUDED.
15.
THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE SUCCESSORS (INCLUDING BY WAY OF MERGER), ASSIGNS AND
HEIRS OF THE RESPECTIVE PARTIES.
16.
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT
A VIOLATION OF SECTION 4 OF THIS AGREEMENT WILL CAUSE THE COMPANY IRREPARABLE
INJURY FOR WHICH ADEQUATE REMEDY AT LAW IS NOT AVAILABLE.
ACCORDINGLY, THE
PARTICIPANT AGREES THAT THE COMPANY SHALL BE ENTITLED TO AN INJUNCTION,
RESTRAINING ORDER OR OTHER EQUITABLE RELIEF, WITHOUT THE POSTING OF ANY BOND, TO
PREVENT THE BREACH OF SUCH SECTION AND TO ENFORCE THE TERMS AND PROVISIONS
HEREOF IN ANY COURT OF COMPETENT JURISDICTION IN THE UNITED STATES OR ANY STATE
THEREOF, IN ADDITION TO ANY OTHER REMEDY TO WHICH IT MAY BE ENTITLED AT LAW OR
EQUITY.
RUSS BERRIE AND COMPANY, INC.
BY:
AGREED TO AND ACCEPTED AS OF THE
DATE OF GRANT SET FORTH ABOVE:
SIGNATURE-PARTICIPANT
4