RUSS BERRIE AND COMPANY, INC.
RESTRICTED STOCK AGREEMENT
Date of Grant: , 200
Russ Berrie and Company, Inc., a New Jersey corporation (the “Company”), does hereby grant to
(the “Participant”), 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, shares of its Common Stock (stated value $.10)
(the “Restricted Stock”), 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 Restricted Stock Agreement referred to in
Section 6.9 of the Plan.
1. The Restricted Stock shall be registered in the name of the Participant and held by the Company until
the restrictions on such Restricted Stock lapse and such Restricted Stock is no longer subject to
forfeiture in accordance with the terms hereof. As the restrictions on the Restricted Stock lapse (unless
such stock is earlier forfeited in accordance with the terms hereof), the Company shall deliver to the
Participant certificates representing such stock, free and clear of all restrictions other than those arising
under federal and/or state securities laws.
2. (a) Subject to the last sentence of this paragraph (a) and the provisions of Sections 3 and 7 hereof,
the Restricted Stock shall vest ratably over five years (20% per year) from the Date of Grant, and upon
vesting, shall not be subject to any further restrictions hereunder. Notwithstanding the foregoing,
however, if a Participant is also a participant under the Severance Plan, and the terms of this Agreement
conflict with the terms of the Severance Plan, such conflict shall be resolved in accordance with
Section 6.7(b) of the Seve