Exhibit 10.22RC2 Corporation1111 W. 22nd StreetSuite 320Oak Brook, IL60523Phone (630) 573-7200Fax ###-###-#### December 28, 2010

 

December 28, 2010

 

Peter A. Nicholson 10851 Glenlake Dr. Orland Park, IL 60467

Dear Pete:

Re:

Amendment to Employment Agreement

 

The purpose of this letter is to make a technical amendment to the Employment Agreement between you and RC2 dated November 5, 2008 (your "Employment Agreement").  The following is hereby added to the end of section 6(d) of your Employment Agreement:

 

Notwithstanding anything herein to the contrary, any Change of Control Severance Payment in excess of the Severance Exception Limit shall be paid on the same schedule as Salary Continuation Severance Payments (in proportionate installments for amounts calculated with reference to Base Salary) and the Bonus Severance Payment (in proportionate installments for amounts calculated with reference to the Bonus Plan) unless the applicable Termination Date occurs within the two-year period following a "change in control event" (within the meaning of Treasury Regulation section 1.409A-3(i)(5)).

 

Undefined terms in this letter have the meaning provided in your Employment Agreement.  Please confirm your acceptance of this letter and the amendment to your Employment Agreement by signing and returning a copy of this letter to me.

 

Yours very truly,

RC2 CORPORATION

BY /s/  Linda A. Huett                                                                                      

Linda A. Huett

Compensation Committee Chairperson

Accepted and agreed to this

30th day of December, 2010

/s/  Peter A. Nicholson                                                                                              

Peter A. Nicholson