OAKLAND, N.J., Dec. 7 /PRNewswire-FirstCall/ -- Russ Berrie and Company, Inc. today announced the award of certain stock options to its new CEO.
The following is a description of the material terms of an award of certain stock options made to Mr. Bruce G. Crain as a material inducement to Mr. Crain becoming President and Chief Executive Officer of the Company. In accordance with the terms of Mr. Crain's employment agreement with the Company, on December 5, 2007, the Company granted Mr. Crain, among other awards, a 10-year option to purchase 20,000 shares of the Common Stock of the Company outside of the Company's shareholder-approved 2004 Stock Option, Restricted and Non-Restricted Stock Plan (the "2004 Plan"), due to grant limitations therein (the "Option"). The exercise price of the Option is $16.05 per share, the closing market price of the Company's Common Stock on the New York Stock Exchange on December 5, 2007. Except as described below, the Option will vest 20% annually over a five-year period commencing December 5, 2008.
If the employment of Mr. Crain is terminated by the Company for Cause or by Mr. Crain without Good Reason (each as defined in his employment agreement), the unvested portion of the Option will be cancelled, and any unexercised, vested portion of the Option shall remain exercisable for the shorter of 90 days following the date of termination and the remainder of its term. If the Company terminates the employment of Mr. Crain without Cause or he terminates his employment for Good Reason, the Option will become immediately vested to the same extent as if Mr. Crain had completed an additional two years of service after the date of termination, and the Option shall remain exercisable for the shorter of 90 days following the date of termination and the remainder of its term. If the Company terminates the employment of Mr. Crain as a result of his death or Disability (as defined in his employment agreement), the Option will become immediately vested to the same extent as if Mr. Crain had completed an additional two years of service after the date of termination, and the Option shall remain exercisable for the shorter of one year following the date of termination and the remainder of its term. In the event of a Change of Control (as defined in his employment agreement), whether or not termination of employment occurs, the Option will become immediately vested to the extent that such Option was scheduled to vest within three years of the date of such Change in Control, and the vesting of the portion of the Option that was not scheduled to vest within three years of the date of such Change in Control shall be accelerated by three years. If the Company terminates Mr. Crain's employment without Cause and a Change in Control occurs within six months of the date of such termination, the portion of the Option that was scheduled to vest within three years of the date of termination, and which did not vest as described above, shall become vested and exercisable on the date of such Change in Control, and shall remain exercisable for the shorter of 90 days following the date of termination and the remainder of its term.
The Option is subject to anti-dilution and other adjustment provisions similar to those set forth in the 2004 Plan. Mr. Crain's employment agreement with the Company (which includes the form of option agreement that will govern the Option), is filed as Exhibit 10.110 to the Company's Current Report on Form 8-K filed with the SEC on December 7, 2007. The 8-K also describes other awards granted to Mr. Crain in connection with his joining the Company.
About Russ Berrie and Company, Inc.
Russ Berrie and Company, Inc. and its subsidiaries engage in the design, development and distribution of branded products through its Infant & Juvenile segment and Gift segment. Its design-led products are sold primarily through mass market, toy, specialty, food, drug and independent retailers worldwide.
The Infant & Juvenile segment sells its products under the Sassy(TM) and KidsLine(TM) brand names and select private label programs. The Kids Line division designs and markets infant bedding and related nursery accessories, such as blankets, wraps, rugs, mobiles, nightlights, hampers, lamps and wall art. The Sassy division offers products and collections such as bath toys and accessories, developmental toys, feeding utensils and bowls, pacifiers, bottles, bibs, soft toys, mobiles and feeders. Sassy is also the distributor of the MAM(R) line of baby products in North America. In addition, the segment licenses brands for select categories and markets Disney(R), Leap Frog(TM), Carter's(R) and other trademarks.
The Gift segment encompasses seasonal and everyday gift products that focus on theme or concept assortments, such as collectible and children's plush, wedding, anniversary, and baby gifts; tabletop accessories, including porcelain, glass and ceramic gifts; and contemporary lifestyle gifts and accessories. During 2007, the Company launched Shining Stars(R), the premier line of web-play plush toys. The Gift segment markets its products primarily under the RUSS(R) and Applause(R) brand names and also produces product in select markets and categories under licenses that include Raggedy Ann(TM), Curious George(TM), Simpsons(TM) and a variety of other well-recognized trademarks.
With headquarters in Oakland, N.J., the Company was founded in 1963 and trades under the symbol "RUS" on the NYSE. More information about the Company can be found at: http://www.russberrie.com/.
Note: This press release contains certain forward-looking statements. Additional written and oral forward-looking statements may be made by the Company from time to time in Securities and Exchange Commission (SEC) filings and otherwise. The Private Securities Litigation Reform Act of 1995 provides a safe-harbor for forward-looking statements. These statements may be identified by the use of forward-looking words or phrases including, but not limited to, "anticipate", "believe", "expect", "project", "intend", "may", "planned", "potential", "should", "will" or "would". The Company cautions readers that results predicted by forward-looking statements, including, without limitation, those relating to the Company's future business prospects, revenues, working capital, liquidity, capital needs, order backlog, interest costs and income are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward- looking statements. Specific risks and uncertainties include, but are not limited to those set forth under Item 1A, "Risk Factors", of the Company's most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q filed with the SEC. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Contact at the Company: Contacts at Financial Dynamics: Marc S. Goldfarb Erica Pettit or Leigh Parrish Sr. Vice President & General Counsel 212-850-5600 201-337-9000
