ASSET PURCHASE AGREEMENT BY AND AMONG DEPARTMENT 56, INC., AXIS HOLDINGS CORPORATION, AXIS CORPORATION, ALL THE SHAREHOLDERS OF AXIS CORPORATION AND KIRK WILLEY IN THE CAPACITY OF SHAREHOLDERS' REPRESENTATIVE DATED AS OF AUGUST 14, 2001Asset Purchase Agreement • March 28th, 2002 • Department 56 Inc • Pottery & related products • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of August 14, 2001, is by and among Department 56, Inc., a Delaware corporation ("Parent"), Axis Holdings Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (the "Purchaser"), Axis Corporation, a Utah corporation (the "Seller"), all of the shareholders of Seller (the "Shareholders") and Kirk Willey in the capacity of Shareholders' Representative (as defined below).
Department 56, Inc. Letterhead]Department 56 Inc • March 28th, 2002 • Pottery & related products • Minnesota
In recognition of your contributions to Department 56, Inc. ("DFS" or the "Company") and the Company's desire to assure your continued services in your current position in the event of a pending or actual Change in Control (as defined) of DFS, the Company's Board of Directors is pleased to offer you the Change of Control protection outlined in this letter agreement ("Agreement").
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 28th, 2002 • Department 56 Inc • Pottery & related products • Delaware
THIS AGREEMENT, made as of the day of (the "Grant Date"), between Department 56, Inc., a Delaware corporation (the "Corporation"), and (the "Grantee").
