Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On February 24, 2009, the Board of Directors of Russ Berrie and Company, Inc. (the "Company") approved the termination of the Company's Change in Control Severance Plan (the "CIC Plan").

Prior to its termination, the CIC Plan provided generally that if a participant's employment with the Company was terminated by the Company without "Cause" or by the participant for "Good Reason" during the period commencing six months prior to and ending two years after a "Change in Control" (each as defined in the CIC Plan): (i) such participant would have been paid an amount ranging from 75% to 150% of such participant's then-current total annual compensation, (ii) the vesting of outstanding unvested stock options and/or restricted stock held by such participant would have been accelerated in whole or in part, and (iii) for a period ranging from 12 to 18 months, the Company would have continued to provide to the participant specified benefits, including continued payment of a car allowance, if applicable, and continued provision of medical and other insurance benefits, in each case depending on when the qualifying termination occurred relative to the consummation of a Change in Control.