Filed by Bowne Pure Compliance







EXHIBIT 10.1




CSS INDUSTRIES, INC.

2004 EQUITY COMPENSATION PLAN

(Amended and restated as of June 12, 2008)




The purpose of the CSS Industries, Inc. 2004 Equity Compensation Plan (the “Plan”) is to provide designated
employees and officers of CSS Industries, Inc. (the “Company”) and its subsidiaries with the opportunity to receive
grants of incentive stock options, nonqualified stock options, restricted stock grants, stock appreciation rights and
stock bonus awards. The Company believes that the Plan will encourage the participants to contribute materially to the
growth of the Company, thereby benefitting the Company’s stockholders, and will align the economic interests of the
participants with those of the stockholders.



1. Human Resources Committee



(a) Administration. The Plan shall be administered and interpreted by the Human Resources Committee
(“Committee”), which shall consist of not less than three members of the Board of Directors of the Company (the
“Board”), all of whom shall be “outside directors” as defined under Section 162(m) of the Internal Revenue Code of
1986, as amended (the “Code”), and related Treasury regulations, “non-employee directors” as defined under Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and “independent directors” in accordance
with the governance rules of the New York Stock Exchange (“NYSE”).



(b) Authority. The Committee shall have the sole authority to (i) determine the individuals to whom
grants shall be made under the Plan; (ii) determine the type, size, and terms of the grants to be made to each such
individual; (iii) determine the time when the grants will be made and the duration of any applicable exercise or
restriction period, including the criteria for exercisability and the acceleration of exercisability; (iv) amend the
terms of any previously issued grant, subject to the provisions of Section 15 below; and (v) deal with any other
matters arising under the Plan.



(c) Determinations. The Committee shall have full power and authority to administer and interpret the
Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for
implementing the Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion.
The Committee’s interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested
in it hereunder shall be conclusive and binding on all persons having any interest in the Plan or in any awards granted
hereunder. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company,
not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated
individuals.



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2. Grants



Awards under the Plan may consist of grants of Incentive Stock Options and Nonqualified Stock Options (as
described in Section 5 and collectively referred to as “Options”), restricted stock grants (as described in Section 6
and referred to as “Restricted Stock Grants”), stock appreciation rights (as described in Section 7 and referred to as
“SARs”) and stock bonus awards (as described in Section 8 and referred to as “Stock Bonus Awards”) (Options, Restricted
Stock Grants, SARs and Stock Bonus Awards are hereinafter collectively referred to as “Grants”). All Grants shall be
subject to the terms and conditions set forth herein and to such other terms and conditions consistent with this Plan
as the Committee deems appropriate and as are specified in writing by the Committee to the individual in a grant
instrument or an amendment to the grant instrument (the “Grant Instrument”). All Grants shall be made conditional upon
the Grantee’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determinations of the
Committee shall be final and binding on the Grantee, his or her beneficiaries, and any other person having or claiming
an interest under such Grant. The Committee shall approve the form and provisions of each Grant Instrument or may
delegate such authority to the executive officers of the Company or to any of them acting singly. Grants under a
particular Section of the Plan need not be uniform as among the grantees.



3. Shares Subject to the Plan



(a) Shares Authorized. Subject to adjustment as described below, the aggregate number of shares of common
stock, par value $.10 (“Company Stock”), of the Company that may be issued or transferred under the Plan is 2,000,000
shares. The shares may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock,
including shares purchased by the Company on the open market for purposes of the Plan. If, and to the extent, Options
or SARs granted under the Plan terminate, expire, or are canceled, forfeited, exchanged, or surrendered without having
been exercised or if any Restricted Stock Grants (including Restricted Stock Grants received upon the exercise of
Options) or Stock Bonus Awards are forfeited, terminated or otherwise not paid in full, the shares subject to such
Grants shall again be available for purposes of the Plan.



(b) Individual Limits. The maximum aggregate number of shares of Company Stock that shall be subject to
Grants made under the Plan to any individual during any calendar year shall be 300,000 shares, subject to adjustment as
described below.



(c) Adjustments. If there is any change in the number or kind of shares of Company Stock outstanding by
reason of (i) a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares; (ii) a
merger, reorganization or consolidation; (iii) a reclassification or change in par value; or (iv) any other
extraordinary or unusual event affecting the outstanding Company Stock as a class without the Company’s receipt of
consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff
or the Company’s payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock
available for issuance under the Plan, the maximum number of shares of Company Stock for which any individual may
receive Grants in any year, the kind and number of shares covered by outstanding Grants, the kind and number of shares
issued and to be issued under the Plan, and the price per share or the applicable market value of such Grants shall be
equitably adjusted by the Committee to reflect any increase or decrease in the number of, or change in the kind or
value of, the issued shares of Company Stock to preclude, to the extent practicable, the enlargement or dilution of
rights and benefits under the Plan and such outstanding Grants; provided, however, that any fractional shares resulting
from such adjustment shall be eliminated. In addition, in the event of a Change of Control of the Company, the
provisions of Section 13 of the Plan shall apply. Any adjustments to outstanding Grants shall be consistent with
Section 409A or 424 of the Code, to the extent applicable. Any adjustments determined by the Committee shall be final,
binding and conclusive.



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4. Eligibility for Participation



(a) Eligible Persons. Employees of the Company and its subsidiaries (“Employees”), including Employees
who are officers or members of the Board shall be eligible to participate in the Plan.



(b) Selection of Grantees. The Committee shall select the Employees to receive Grants and shall determine
the number of shares of Company Stock subject to a particular Grant in such manner as the Committee determines.
Employees who receive Grants under this Plan shall hereinafter be referred to as “Grantees.”



5. Granting of Options



The Committee may grant Options to an Employee, upon such terms as the Committee deems appropriate. The following
provisions are applicable to Options:



(a) Number of Shares. The Committee shall determine the number of shares of Company Stock that will be
subject to each Grant of Options to Employees.



(b) Type of Option and Price.



(i) The Committee may grant Incentive Stock Options that are intended to qualify as “incentive stock options”
within the meaning of Section 422 of the Code (“Incentive Stock Options”) or nonqualified stock options that are not
intended so to qualify (“Nonqualified Stock Options”) or any combination of Incentive Stock Options and Nonqualified
Stock Options, all in accordance with the terms and conditions set forth herein.



(ii) The purchase price (the “Exercise Price”) of Company Stock subject to an Option shall be determined by the
Committee and shall be equal to or greater than the Fair Market Value (as defined below) of a share of Company Stock on
the date the Option is granted; provided, however, that an Incentive Stock Option may not be granted to an Employee
who, at the time of grant, owns stock possessing more than ten percent of the total combined voting power of all
classes of stock of the Company or any parent or subsidiary of the Company, as defined in Section 424 of the Code,
unless the Exercise Price per share is not less than 110% of the Fair Market Value of a share of Company Stock on the
date of grant.



(iii) The “Fair Market Value” per share of Company Stock shall mean (A) if the principal trading market for the
shares of Company Stock is a national securities exchange, the last reported sale price of the shares of Company Stock
on the trading day immediately prior to the relevant date or (if there were no trades on that date) the latest
preceding date upon which a sale was reported, (B) if the shares of Company Stock are not principally traded on a
national securities exchange, the mean between the last reported “bid” and “asked” prices of shares of Company Stock on
the relevant date, as reported on the OTC Bulletin Board, or (C) if the shares of Company Stock are not publicly traded
or, if publicly traded, are not so reported, the Fair Market Value shall be as determined by the Committee.



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(c) Option Term. The Committee shall determine the term of each Option. The term of any Option shall not
exceed ten years from the date of grant. However, an Incentive Stock Option that is granted to an Employee who, at the
time of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of stock
of the Company, or any parent or subsidiary of the Company, as defined in Section 424 of the Code, may not have a term
that exceeds five years from the date of grant.



(d) Exercisability of Options. Options shall become exercisable in accordance with such terms and
conditions, consistent with the Plan, as may be determined by the Committee and reflected in the Grant Instrument. The
Committee may accelerate the exercisability of any or all outstanding Options at any time for any reason.



(e) Grants to Non-Exempt Employees. Notwithstanding the foregoing, Options granted to persons who are
non-exempt employees under the Fair Labor Standards Act of 1938, as amended, shall have an Exercise Price not less than
85% of the Fair Market Value of the Company Stock on the date of grant, and may not be exercisable for at least six
months after the date of grant (except that such Options may become exercisable, as determined by the Committee, upon
the Grantee’s death or retirement, or upon a Change of Control or other circumstances permitted by applicable
regulations).



(f) Termination of Employment, Death or Retirement. Except as provided below, an Option may only be
exercised while the Grantee is employed by the Employer (as defined below) as an Employee.



(i) In the event that a Grantee ceases to be employed by the Employer for any reason other than death, termination
for Cause, or the Employee’s sole determination to terminate his or her employment (other than by reason of retirement
approved by the Committee), any Option that is otherwise exercisable by the Grantee shall terminate unless exercised
within 90 days after the date on which the Grantee ceases to be employed by the Employer (or within such other period
of time as may be specified by the Committee), but in any event no later than the date of expiration of the Option
term. Except as otherwise provided by the Committee, any of the Grantee’s Options that are not otherwise exercisable
as of the date on which the Grantee ceases to be employed by the Employer shall terminate as of such date.



(ii) In the event the Grantee ceases to be employed by the Employer on account of a termination for Cause by the
Employer or the Grantee’s voluntary termination (other than by reason of retirement approved by the Committee), any
Option held by the Grantee shall terminate as of the date the Grantee ceases to be employed by the Employer. In
addition, notwithstanding any other provisions of this Section 5, if the Committee determines that the Grantee has
engaged in conduct that constitutes Cause at any time while the Grantee is employed by the Employer or after the
Grantee’s termination of employment, any Option held by the Grantee shall immediately terminate, and the Grantee shall
automatically forfeit all shares underlying any exercised portion of an Option for which the Company has not yet
delivered the share certificates, upon refund by the Company of the Exercise Price paid by the Grantee for such shares.
Upon any exercise of an Option, the Company may withhold delivery of share certificates pending resolution of an
inquiry that could lead to a finding resulting in a forfeiture.



(iii) If the Grantee dies while employed by the Employer or retires from such employment with the consent of the
Committee, any Option that is otherwise exercisable by the Grantee shall terminate unless exercised within 180 days
after the date on which the Grantee ceases to be employed by the Employer (or within such other period of time as may
be specified by the Committee), but in any event no later than the date of expiration of the Option term. Except as
otherwise provided by the Committee, any of the Grantee’s Options that are not otherwise exercisable as of the date on
which the Grantee ceases to be employed by the Employer shall terminate as of such date.



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(iv) For purposes of the Plan:




(A) The term “Employer” shall mean the Company and its subsidiary corporations or other entities, as
determined by the Committee.




(B) “Employed by the Employer” shall mean employment as an Employee (so that, for purposes of exercising
Options and SARs and satisfying conditions with respect to Restricted Stock Grants and Stock Bonus Awards, a
Grantee shall not be considered to have terminated employment until the Grantee ceases to be an Employee),
unless the Committee determines otherwise.




(C) “Cause” shall mean, except to the extent specified otherwise by the Committee, a finding by the
Committee that the Grantee (i) has breached his or her employment agreement with the Employer; (ii) has
engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission
of a felony or proven dishonesty; (iii) has disclosed trade secrets or confidential information of the
Employer to persons not entitled to receive such information; (iv) has breached any written noncompetition or
nonsolicitation agreement between the Grantee and the Employer; or (v) has engaged in such other behavior
detrimental to the interests of the Employer as the Committee determines.



(g) Exercise of Options. A Grantee may exercise an Option that has become exercisable, in whole or in
part, by delivering a notice of exercise to the Company. The Grantee shall pay the Exercise Price for an Option as
specified by the Committee (i) in cash; (ii) by delivering shares of Company Stock owned by the Grantee (including
Company Stock acquired in connection with the exercise of an Option), subject to such restrictions as the Committee
deems appropriate and having a Fair Market Value on the date of exercise at least equal to the Exercise Price or by
attestation (on a form prescribed by the Committee) to ownership of Shares having a Fair Market Value on the date of
exercise at least equal to the exercise price; (iii) payment through a broker in accordance with procedures permitted
by Regulation T of the Federal Reserve Board; or (iv) by such other method as the Committee may approve, to the extent
permitted by applicable law. Shares of Company Stock used to exercise an Option shall have been held by the Grantee
for the requisite period of time necessary to avoid adverse accounting consequences to the Company with respect to the
Option. The Grantee shall pay the Exercise Price and the amount of any withholding tax due (pursuant to Section 10) as
specified by the Committee. Payment for the shares to be issued or transferred pursuant to the Option, and any
required withholding taxes, must be received by the Company by the time specified by the Committee depending on the
type of payment being made, but in all cases prior to, or simultaneously with, the issuance or transfer of such shares.



(h) Limits on Incentive Stock Options. Each Incentive Stock Option shall provide that, if the aggregate
Fair Market Value of the Company Stock on the date of the grant with respect to which Incentive Stock Options are
exercisable for the first time by a Grantee during any calendar year, under the Plan or any other stock option plan of
the Company or a parent or subsidiary, as defined in Section 424 of the Code, exceeds $100,000, then the Option, as to
the excess, shall be treated as a Nonqualified Stock Option.



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6. Restricted Stock Grants



The Committee may issue or transfer shares of Company Stock to an Employee under a Restricted Stock Grant, upon
such terms as the Committee deems appropriate. The following provisions are applicable to Restricted Stock Grants:



(a) General Requirements. Shares of Company Stock issued or transferred pursuant to a Restricted Stock
Grant may be issued or transferred for consideration or for no consideration, and subject to restrictions or no
restrictions, as determined by the Committee. The Committee may establish conditions under which restrictions on
Restricted Stock Grants shall lapse over a period of time or according to such other criteria as the Committee deems
appropriate, including, without limitation, restrictions based upon the achievement of specific performance goals. The
period of time during which the Restricted Stock Grant shall remain subject to restrictions will be designated in the
Grant Instrument as the “Restriction Period.”



(b) Number of Shares. The Committee, in its sole discretion, shall determine the number of shares of
Company Stock to be issued or transferred pursuant to a Restricted Stock Grant and the restrictions applicable to such
shares.



(c) Requirement of Employment. If the Grantee ceases to be employed by the Employer or if other specified
conditions are not met, the Restricted Stock Grant shall terminate as to all shares covered by the Grant as to which
the restrictions have not lapsed, and those shares of Company Stock must immediately be returned to the Company. The
Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.



(d) Restrictions on Transfer and Legend on Stock Certificate. During the Restriction Period, a Grantee
may not sell, assign, transfer, pledge, or otherwise dispose of the shares of the Restricted Stock Grant except to a
successor under Section 11. Each certificate for Restricted Stock Grants shall contain a legend giving appropriate
notice of the restrictions in the Grant. The Grantee shall be entitled to have the legend removed from the stock
certificate covering the shares subject to restrictions and to delivery of such stock certificate when all restrictions
on such shares have lapsed. The Committee may determine that the Company will not issue certificates for Restricted
Stock Grants until all restrictions on such shares have lapsed. If certificates are issued, the Company will retain
possession of such certificates for Restricted Stock Grants until all restrictions on such shares have lapsed.



(e) No Right to Vote and to Receive Dividends. During the Restriction Period, the Grantee shall not have
the right to vote shares subject to Restricted Stock Grants nor to receive any dividends or other distributions paid on
such shares.



(f) Lapse of Restrictions. All restrictions imposed upon Restricted Stock Grants shall lapse upon the
expiration of the applicable Restriction Period and the satisfaction of all conditions imposed by the Committee. The
Committee may determine, as to any or all Restricted Stock Grants, that the restrictions shall lapse without regard to
any Restriction Period.



7. Stock Appreciation Rights



The Committee may grant SARs to an Employee separately or in tandem with any Option. The following provisions are
applicable to SARs:



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(a) General Requirements. The Committee may grant SARs to an Employee separately or in tandem with any
Option (for all or a portion of the applicable Option). Tandem SARs may be granted either at the time the Option is
granted or at any time thereafter while the Option remains outstanding; provided, however, that, in the case of an
Incentive Stock Option, SARs may be granted only at the time of the Grant of the Incentive Stock Option. The Committee
shall establish the base amount of the SAR at the time the SAR is granted. Unless the Committee determines otherwise,
the base amount of each SAR shall be equal to the per share Exercise Price of the related Option or, if there is no
related Option, the Fair Market Value of a share of Company Stock as of the date of Grant of the SAR.



(b) Tandem SARs. In the case of tandem SARs, the number of SARs granted to a Grantee that shall be
exercisable during a specified period shall not exceed the number of shares of Company Stock that the Grantee may
purchase upon the exercise of the related Option during such period. Upon the exercise of an Option, the SARs relating
to the Company Stock covered by such Option shall terminate. Upon the exercise of SARs, the related Option shall
terminate to the extent of an equal number of shares of Company Stock.



(c) Exercisability. An SAR shall be exercisable during the period specified by the Committee in the Grant
Instrument and shall be subject to such vesting and other restrictions as may be specified in the Grant Instrument.
The Committee may accelerate the exercisability of any or all outstanding SARs at any time for any reason. SARs may
only be exercised while the Grantee is employed by the Employer or during the applicable period after termination of
employment as described in Section 5(f). A tandem SAR shall be exercisable only during the period when the Option to
which it is related is also exercisable.



(d) Grants to Non-Exempt Employees. Notwithstanding the foregoing, SARs granted to persons who are
non-exempt employees under the Fair Labor Standards Act of 1938, as amended, shall have a base amount not less than 85%
of the Fair Market Value of the Company Stock on the date of grant, and may not be exercisable for at least six months
after the date of grant (except that such SARs may become exercisable, as determined by the Committee, upon the
Grantee’s death, retirement, or upon a Change of Control or other circumstances permitted by applicable regulations).



(e) Value of SARs. When a Grantee exercises SARs, the Grantee shall receive in settlement of such SARs an
amount equal to the value of the stock appreciation for the number of SARs exercised, payable in cash, Company Stock,
or a combination thereof. The stock appreciation for an SAR is the amount by which the Fair Market Value of the
underlying Company Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described in
subsection (a).



(f) Form of Payment. The Committee shall determine whether the appreciation in an SAR shall be paid in
the form of cash, shares of Company Stock, or a combination of the two, in such proportion as the Committee deems
appropriate. For purposes of calculating the number of shares of Company Stock to be received, shares of Company Stock
shall be valued at their Fair Market Value on the date of exercise of the SAR. If shares of Company Stock are to be
received upon exercise of an SAR, cash shall be delivered in lieu of any fractional share.



8. Stock Bonus Awards. The Committee may grant shares of Company Stock as a bonus, or may grant other
awards in lieu of obligations of the Company or any of its subsidiaries to pay cash or deliver other property under
this Plan or under other plans or compensatory arrangements, subject to such terms as shall be determined by the
Committee.



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9. Deferrals. The Committee may permit or require a Grantee to defer receipt of the payment of cash or
the delivery of shares that would otherwise be due to such Grantee in connection with any Grant. If any such deferral
election is permitted or required, the Committee shall establish rules and procedures for such deferrals and may
provide for interest or other earnings to be paid on such deferrals. The rules and procedures for any such deferrals
shall be consistent with applicable requirements of Section 409A of the Code.



10. Withholding of Taxes



(a) Required Withholding. All Grants under the Plan shall be subject to applicable federal (including
FICA), state, and local tax withholding requirements. The Employer may require that the Grantee or other person
receiving or exercising Grants pay to the Employer the amount of any federal, state, or local taxes that the Employer
is required to withhold with respect to such Grants, or the Employer may deduct from other wages paid by the Employer
the amount of any withholding taxes due with respect to such Grants.



(b) Election to Withhold Shares. Unless the Committee prohibits the same, a Grantee may elect to satisfy
the Employer’s tax withholding obligation with respect to a Grant paid in Company Stock by having shares withheld up to
an amount that does not exceed the Grantee’s minimum applicable withholding tax rate for federal (including FICA),
state, and local tax liabilities.



11. Transferability of Grants



(a) Nontransferability of Grants. Except as provided below, only the Grantee may exercise rights under a
Grant during the Grantee’s lifetime. A Grantee may not transfer those rights except (i) by will or by the laws of
descent and distribution or (ii) with respect to Grants other than Incentive Stock Options, if permitted in any
specific case by the Committee, pursuant to a domestic relations order or otherwise as permitted by the Committee.
When a Grantee dies, the personal representative or other person entitled to succeed to the rights of the Grantee may
exercise such rights. Any such successor must furnish proof satisfactory to the Company of his or her right to receive
the Grant under the Grantee’s will or under the applicable laws of descent and distribution.



(b) Transfer of Nonqualified Stock Options. Notwithstanding the foregoing, the Committee may provide, in
a Grant Instrument, that a Grantee may transfer Nonqualified Stock Options to family members, or one or more trusts or
other entities for the benefit of or owned by family members, consistent with applicable securities laws, according to
such terms as the Committee may determine; provided that the Grantee receives no consideration for the transfer of an
Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to
the Option immediately before the transfer.



12. Change of Control of the Company



As used herein, a “Change of Control” shall be deemed to have occurred if:



(a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (other than persons who
are stockholders on the effective date of the Plan) becomes a “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of
the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as a
result of a change of ownership resulting from the death of a stockholder, and a Change of Control shall not be deemed
to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which the
stockholders of the Company, immediately prior to the transaction, will beneficially own, immediately after the
transaction, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent
corporation would be entitled in the election of directors (without consideration of the rights of any class of stock
to elect directors by a separate class vote); or



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(b) The consummation of (i) a merger or consolidation of the Company with another corporation where the
stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately
after the merger or consolidation, shares entitling such stockholders to more than 50% of all votes to which all
stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the
rights of any class of stock to elect directors by a separate class vote); (ii) a sale or other disposition of all or
substantially all of the assets of the Company; or (iii) a liquidation or dissolution of the Company.



13. Consequences of a Change of Control



(a) Notice and Acceleration. Upon a Change of Control, unless the Committee determines otherwise, (i) the
Company shall provide each Grantee with outstanding Grants not less than ten days’ advance written notice of such
Change of Control; (ii) all outstanding Options and SARs shall automatically accelerate and become fully exercisable;
and (iii) the restrictions and conditions on all outstanding Restricted Stock Grants and Stock Bonus Awards shall
immediately lapse.



(b) Assumption of Grants. Upon a Change of Control where the Company is not the surviving corporation (or
survives only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding
Options and SARs that are not exercised shall be assumed by, or replaced with comparable options and rights by, the
surviving corporation (or a parent or subsidiary of the surviving corporation), and other outstanding Grants shall be
converted to similar grants of the surviving corporation (or a parent or subsidiary of the surviving corporation).



(c) Other Alternatives. Notwithstanding the foregoing, in the event of a Change of Control, the Committee
may take one or both of the following actions with respect to any or all outstanding Options and SARs: the Committee
may (i) require that the Grantees surrender their outstanding Options and SARs in exchange for a payment by the
Company, in cash or Company Stock as determined by the Committee, in an amount equal to the amount by which the then
Fair Market Value of the shares of Company Stock subject to the Grantee’s unexercised Options and SARs exceeds the
Exercise Price of the Options or the base amount of the SARs, as applicable; or (ii) after giving the Grantees an
opportunity to exercise their outstanding Options and SARs, terminate any or all unexercised Options and SARs at such
time as the Committee deems appropriate. Such surrender or termination shall take place as of the date of the Change
of Control or such other date as the Committee may specify.



14. Requirements for Issuance or Transfer of Shares. No Company Stock shall be issued or transferred in
connection with any Grant hereunder unless and until all legal requirements applicable to the issuance or transfer of
such Company Stock have been complied with to the satisfaction of the Committee. The Committee shall have the right to
condition any Grant made to any Grantee hereunder on the Grantee’s undertaking in writing to comply with such
restrictions on his or her subsequent disposition of the shares of Company Stock as the Committee shall deem necessary
or advisable, and certificates representing such shares may be legended to reflect any such restrictions. Certificates
representing shares of Company Stock issued or transferred under the Plan will be subject to such stop-transfer orders
and other restrictions as may be required by applicable laws, regulations and interpretations, including any
requirement that a legend be placed thereon.



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15. Amendment and Termination of the Plan



(a) Amendment. The Board may amend or terminate the Plan at any time; provided, however, that the Board
shall not amend the Plan without stockholder approval if such approval is required in order to comply with the Code or
other applicable laws, or to comply with applicable stock exchange requirements.



(b) No Repricing Without Stockholder Approval. Notwithstanding anything in the Plan to the contrary, the
Committee may not reprice Options, nor may the Board amend the Plan to permit repricing of Options, unless the
stockholders of the Company provide prior approval for such repricing. An adjustment to an Option pursuant to Section
3(c) above shall not constitute a repricing of the Option. For purposes of this Section 15(b), “repricing” shall have
the same meaning as set forth in Section 303A.08 of the New York Stock Exchange Listed Company Manual, or any successor
provision thereto.



(c) Termination of Plan. The Plan shall terminate on the day immediately preceding the tenth anniversary
of the Original Effective Date (as defined below), unless the Plan is terminated earlier by the Board or is extended by
the Board with the approval of the stockholders.



(d) Termination and Amendment of Outstanding Grants. A termination or amendment of the Plan that occurs
after a Grant is made shall not materially impair the rights of a Grantee unless the Grantee consents or unless the
Committee acts under Section 21(b). The termination of the Plan shall not impair the power and authority of the
Committee with respect to an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be
terminated or amended under Section 21(b) or may be amended by agreement of the Company and the Grantee consistent with
the Plan.



(e) Governing Document. The Plan shall be the controlling document. No other statements,
representations, explanatory materials, or examples, oral or written, may amend the Plan in any manner. The Plan shall
be binding upon and enforceable against the Company and its successors and assigns.



16. Funding of the Plan. This Plan shall be unfunded. The Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure the payment of any Grants under this
Plan. In no event shall interest be paid or accrued on any Grant, including unpaid installments of Grants.



17. Rights of Grantees. Nothing in this Plan shall entitle any Employee or other person to any claim or
right to be granted a Grant under this Plan. Neither this Plan nor any action taken hereunder shall be construed as
giving any individual any rights to be retained by or in the employ of the Employer or any other employment rights.



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18. No Fractional Shares. No fractional shares of Company Stock shall be issued or delivered pursuant to
the Plan or any Grant. The Committee shall determine whether cash, other awards, or other property shall be issued or
paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or
otherwise eliminated.



19. Headings. Section headings are for reference only. In the event of a conflict between a title and
the content of a Section, the content of the Section shall control.



20. Effective Date of the Plan. The Plan was originally effective August 4, 2004 (the “Original Effective
Date”). The Plan as amended and restated herein is effective as of June 12, 2008.



21. Miscellaneous



(a) Grants in Connection with Corporate Transactions and Otherwise. Nothing contained in this Plan shall
be construed to (i) limit the right of the Committee to make Grants under this Plan in connection with the acquisition,
by purchase, lease, merger, consolidation, or otherwise, of the business or assets of any corporation, firm, or
association, including Grants to employees thereof who become Employees, or for other proper corporate purposes; or
(ii) limit the right of the Committee to grant stock options or make other awards outside of this Plan. Without
limiting the foregoing, the Committee may make a Grant to an employee of another corporation who becomes an Employee by
reason of a corporate merger, consolidation, acquisition of stock or property, reorganization, or liquidation involving
the Company or any of its subsidiaries in substitution for a stock option or restricted stock awards made by such
corporation. The terms and conditions of the substitute grants may vary from the terms and conditions required by the
Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the
substitute Grants as it deems appropriate, including setting the Exercise Price of Options or the base price of SARs at
a price necessary to retain for the Grantee the same economic value as the prior options or rights.



(b) Compliance with Law. The Plan, the exercise of Options, and the obligations of the Company to issue
or transfer shares of Company Stock under Grants shall be subject to all applicable laws and to approvals by any
governmental or regulatory agency as may be required. With respect to persons subject to Section 16 of the Exchange
Act, it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable
provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent of the Company that
Incentive Stock Options comply with the applicable provisions of Section 422 of the Code, that Grants of “qualified
performance-based compensation” comply with the applicable provisions of Section 162(m) of the Code and that, to the
extent applicable, Grants comply with the requirements of Section 409A of the Code. To the extent that any provision
that is designed to comply with Section 16 of the Exchange Act or the legal requirements of Section 422, 162(m) or 409A
of the Code as set forth in the Plan ceases to be necessary under Section 16 of the Exchange Act or required under
Section 422, 162(m) or 409A of the Code, that Plan provision shall cease to apply. The Committee may revoke any Grant
if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government
regulation.



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(c) Employees Subject to Taxation Outside the United States. With respect to Grantees who are subject to
taxation in countries other than the United States, the Committee may make Grants on such terms and conditions as the
Committee deems appropriate to comply with the laws of the applicable countries, and the Committee may create such
procedures, addenda and subplans and make such modifications as may be necessary or advisable to comply with such laws.



(d) Governing Law. The validity, construction, interpretation, and effect of the Plan and Grant
Instruments issued under the Plan shall be governed and construed by and determined in accordance with the laws of the
Commonwealth of Pennsylvania, without giving effect to the conflict of laws provisions thereof.



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