0000897101-05-000757 Sample Contracts

SECOND AMENDMENT TO LEASE
Lease • March 17th, 2005 • Department 56 Inc • Pottery & related products

WHEREAS, Ryan Companies US, Inc. (“Ryan”), the predecessor in interest to Landlord, and Tenant have entered into a Lease dated April 14, 1999 (Lease), whereby Landlord has leased to Tenant certain Premises located at Wilfred Lane North and Commerce Boulevard in the City of Rogers, County of Hennepin, State of Minnesota, consisting of the Premises, as such Premises are defined in the Lease; and

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SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • March 17th, 2005 • Department 56 Inc • Pottery & related products • Minnesota

This Separation Agreement and General Release (“Agreement”) is entered into between David H. Weiser (“you”) and Department 56, Inc. (the “Company”). Your employment with the Company will end effective January 1, 2005, as further described below. The Company will provide you with certain benefits in consideration of your signing this Agreement; however, your decision whether to sign this Agreement will not affect the end of your employment with the Company.

March 14, 2005 Cindy Gesme Account Manager Wells Fargo Shareowner Services 161 North Concord Exchange South St. Paul, MN 55075-1139 RE: Adoption of the Rights Agreement Dear Cindy,
Department 56 Inc • March 17th, 2005 • Pottery & related products

The Rights Agreement between Department 56, Inc., a Delaware company and ChaseMellon Shareholder Services L.L.C., a New Jersey limited liability company, dated April 23, 1997, First Amendment dated March 13, 1998 and Second Amendment dated February 25, 1999, is hereby adopted in its entirety by the newly appointed transfer agent Wells Fargo Shareowner Services.

LEASE AMENDMENT ONE
Lease Amendment • March 17th, 2005 • Department 56 Inc • Pottery & related products

This Lease Amendment One, dated as of April 28 , 2000 (Amendment One), between Ryan Companies US, Inc., a Minnesota corporation (“Landlord”) and D56, Inc., a Minnesota corporation (“Tenant”).

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