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Russ Berrie and Company, Inc. Announces Award of Stock Options
OAKLAND, N.J., Dec. 22 /PRNewswire-FirstCall/ -- In accordance with Section
303A.08 of the NYSE Listed Company Manual, Russ Berrie and Company, Inc. (the
"Company") today announced the award of stock options granted to each of (i)
the President and Chief Executive Officer and (ii) the Executive Vice President
of Kids Line, LLC, a Delaware limited liability company ("Kids Line"), in
connection with the Company's purchase of all of the membership interests and
warrants to purchase membership interests in Kids Line as of December 15, 2004
(the "Acquisition").
The following is a description of the material terms of an award of stock
options to Mr. Michael Levin, as a material inducement to Mr. Levin becoming
President and Chief Executive Officer of Kids Line following the Acquisition.
In accordance with the terms of Mr. Levin's employment agreement with Kids Line
(the "ML Employment Agreement"), executed in connection with the Acquisition,
as of December 15, 2004, the Company granted Mr. Levin (i) a ten-year stock
option under the Company's 2004 Stock Option, Restricted and Non-Restricted
Stock Plan (the "2004 Plan"), which plan was approved by the shareholders of
the Company, to purchase 100,000 shares of the Company's Common Stock (the "ML
Plan Option") and (ii) a ten-year stock option outside of the 2004 Plan (due to
grant limitations therein) to purchase 100,000 shares of Company's Common Stock
(the "ML Non-Plan Option"), in each case with an exercise price of $22.21 per
share, the closing market price of such stock on the New York Stock Exchange on
the date of grant. Except as described below, the ML Plan Option shall vest
33-1/3% annually over three years from the date of grant. If the employment of
Mr. Levin under the ML Employment Agreement is terminated by Kids Line by
reason of his Disability (as defined in the ML Employment Agreement), or by
reason of his death, any outstanding unexercised portion of the ML Plan Option,
whether or not vested and/or exercisable on the date of such termination, shall
be deemed fully vested and exercisable and may be exercised by Mr. Levin's
legal representatives, estate, legatee(s) or permitted transferee(s), as
applicable, for up to one (1) year after such termination or the stated term of
the ML Plan Option, whichever period is shorter. If the employment of Mr.
Levin under the ML Employment Agreement is terminated by Kids Line for Cause or
by Mr. Levin without Good Reason (each as defined in the ML Employment
Agreement), any outstanding unexercised portion of the ML Plan Option, whether
vested or not, will be cancelled and deemed terminated as of the date of his
termination. If Mr. Levin's employment under the ML Employment Agreement is
terminated by Kids Line without Cause or by Mr. Levin with Good Reason (each as
defined in the ML Employment Agreement), any outstanding unexercised portion of
the ML Plan Option, whether or not vested and/or exercisable on the date of
such termination, shall be deemed fully vested and exercisable and may be
exercised by Mr. Levin or his permitted transferee(s), as applicable, for up to
six months after such termination or the stated term of the ML Plan Option,
whichever period is shorter. The provisions set forth in the last three
sentences are referred to herein as the "Termination Provisions." The ML Plan
Option is subject to anti-dilution and other adjustment provisions set forth in
the 2004 Plan.
Except as set forth below, the ML Non-Plan Option shall vest 33-1/3% annually
over three years from the date of grant. The ML Non-Plan Option is subject to
the Termination Provisions. The ML Non-Plan Option is subject to anti-dilution
and other adjustment provisions substantially similar to those set forth in the
2004 Plan.
The following is a description of the material terms of an award of stock
options to Ms. Joanne Levin, as a material inducement to Ms. Levin becoming
Executive Vice President of Kids Line following the Acquisition. In accordance
with the terms of Ms. Levin's employment agreement with Kids Line (the "JL
Employment Agreement"), executed in connection with the Acquisition, as of
December 15, 2004, the Company granted Ms. Levin (i) a ten-year stock option
under the 2004 Plan to purchase 100,000 shares of the Company's Common Stock
(the "JL Plan Option") and (ii) a ten-year stock option outside of the 2004
Plan (due to grant limitations therein) to purchase 100,000 shares of Company's
Common Stock (the "JL Non-Plan Option"), in each case with an exercise price of
$22.21 per share, the closing market price of such stock on the New York Stock
Exchange on the date of grant. Except as described below, each of the JL Plan
Option and the JL Non-Plan Option shall vest 33-1/3% annually over three years
from the date of grant. Each of the JL Plan Option and the JL Non-Plan Option
is subject to the Termination Provisions. The JL Plan Option is subject to
anti-dilution and other adjustment provisions set forth in the 2004 Plan. The
JL Non-Plan Option is subject to anti-dilution and other adjustment provisions
substantially similar to those set forth in the 2004 Plan.
Russ Berrie and Company, Inc. (RUSS(R)), a leader in the gift industry (and its
wholly-owned subsidiaries), designs, develops, and distributes a variety of
innovative gift products to specialty and mass market retailers worldwide.
Known for its teddy bears and other plush animals, the Company's gift line is
comprised of a diverse range of everyday, seasonal, and occasion-themed
products that help people celebrate the milestones in their lives. Founded in
1963 by the late Russ Berrie from a rented garage in New Jersey, today the
Company operates offices, showrooms, and distribution centers all over the
world and trades on the NYSE under the symbol RUS.
Note: This News 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," "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, 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, the Company's ability to
continue to manufacture its products in the Far East, the seasonality of
revenues, the actions of competitors, ability to increase production capacity,
price competition, the effects of government regulation, results of any
enforcement action by the People's Republic of China ("PRC") authorities with
respect to the Company's PRC operations, the resolution of various legal
matters, possible delays in the introduction of new products, customer
acceptance of products, changes in foreign currency exchange rates, issues
related to the Company's computer systems, the ability to obtain debt financing
to fund acquisitions, the current and future outlook of the global retail
market, and other factors.
DATASOURCE: Russ Berrie and Company, Inc.
CONTACT: John Wille - Vice President & CFO of Russ Berrie and Company,
Inc., +1-201-337-9000; or John McNamara of Financial Relations Board,
+1-212-827-3771, for Russ Berrie and Company, Inc.