RUSS BERRIE AND COMPANY, INC.
CHANGE IN CONTROL SEVERANCE PLAN
The purpose of this Change in Control Severance Plan (the "Plan") is to enable Russ Berrie and Company, Inc., a
New Jersey corporation (the "Company"), to offer a form of income protection to "Participants" (as defined in
Section 7.5 below) in the event their employment with the Company terminates under certain circumstances due
to a "Change in Control" (as defined in Section 7.2 below).
ARTICLE I: BENEFITS
1.1 ELIGIBILITY FOR BENEFITS; BENEFITS; PAYMENT; AND RIGHTS OF PARTICIPANTS.
(a) If a Participant's employment with the Company is terminated by the Company without "Cause" (as defined in
Section 7.1 below) or by the Participant for "Good Reason" (as defined in Section 7.4 below) (each, a
"Qualifying Termination") during the period commencing six months prior to and ending two years after a Change
in Control, such Participant shall be paid the applicable "Severance Benefit" (as defined below) and shall receive
the additional benefits described in this Article I. The term "Severance Benefit" shall mean:
(i) if the Qualifying Termination occurs during the six-month period preceding or the one-year period following
the Change in Control, an amount equal to 150% of the Participant's "Current Total Annual Compensation" (as
defined in Section 7.3 below); and
(ii) if the Qualifying Termination occurs during the second year after the Change in Control, an amount equal to
75% of the Participant's Current Total Annual Compensation.
(b) Any Participant entitled to a Severance Benefit (in accordance with Section 1.1 (a) above) shall receive his
Severance Benefit in the form of a lump-sum payment within 30 business days after his employment with the
Company terminates or the Change in Control occurs, whichever is later, or at such earlier time as required by
1.2 ADDITIONAL BENEFITS. A Participant entitled to receive a Severance Benefit shall also receive the
following additional benefits:
(a) The Company shall c