RUSS BERRIE AND COMPANY, INC.
STOCK OPTION AGREEMENT
Date of Grant: , 200
Russ Berrie and Company, Inc., a New Jersey corporation (the “Company”), does hereby grant to
(the “Optionee”), as of the date set forth above, pursuant to the 2004 Russ Berrie and
Company, Inc. Stock Option, Restricted and Non-Restricted Stock Plan (the “Plan”), a copy of which is
appended hereto and incorporated herein by reference, a stock option (the “Option”) to purchase an aggregate
of shares of its Common Stock (stated value $.10) (the “Stock”) at the price of __DOCTEXT__nbsp; per share, upon
the following terms and conditions. Capitalized terms used but undefined herein shall have the meanings ascribed
to them in the Plan. This is the Option Agreement referred to in Section 5.11 of the Plan.
1. (a) This Option is intended to be a Non-Qualified Stock Option.
(b) Except as provided in Section 2 below, this Option shall vest and become exercisable ratably
over five years (20% per year) from the Date of Grant, provided that in no event may a vested
portion of the Option be exercised later than 10 years from the Date of the Grant.
(c) The Committee may, in its sole discretion, limit the number of shares of Stock that the Optionee
may purchase by the exercise of this Option on any particular date or in any Plan Year.
2. (a) If an Optionee retires after reaching his or her Normal Retirement Date (as defined on the date
of his or her retirement under the Russ Berrie and Company, Inc. 401(k) Plan), any outstanding
unexercised portion of this Option, whether or not vested and/or exercisable on the date he or
she retires, shall be deemed fully vested and exercisable and may be exercised for up to one (1)