Exhibit 10 (h)
ENESCO GROUP, INC.
1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
1. Purposes.
The purposes of the Enesco Group, Inc. 1999 Non-Employee Director Stock Plan are (i) to align the interests of the stockholders of Enesco Group, Inc. (the "Company") and non-employee members of the Board by increasing their proprietary interest in the Company's growth and success, (ii) to advance the interests of the Company by attracting and retaining non-employee directors and (iii) to motivate non-employee directors to act in the long-term best interests of the Company's stockholders.
2. Definitions.
As used in this Plan, the following words and phrases shall have the meanings indicated:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Committee" shall mean the Compensation and Stock Option Committee of the Board.
(c) "Company" shall mean Enesco Group, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts, or any successor corporation.
(d) "Fair Market Value" shall mean the closing transaction price of a Share as reported in The Wall Street Journal on the New York Stock Exchange Composite Transactions list for the date as of which such value is being determined or, if there shall be no reported transaction for such date or if such date is not a trading day, on the next immediately preceding date for which a transaction was reported or which was a trading day; provided, however, that Fair Market Value may be determined by the Committee by whatever means or method as the Committee, in the good faith exercise of its discretion, shall at such time deem appropriate.
(e) "Participant" shall mean a non-employee member of the Board.
(f) "Plan" shall mean this 1999 Enesco Group, Inc. Non-Employee Director Stock Plan, as amended fr ...
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