Filed by Bowne Pure Compliance





EXHIBIT 10.2




CSS INDUSTRIES, INC.




2004 EQUITY COMPENSATION PLAN




STOCK BONUS AWARD GRANT




This STOCK BONUS AWARD GRANT, dated as of
 _____ 

, 20
 _____ 

(the “Date of Grant”), is
delivered by CSS Industries, Inc. (the “Company”) to
 _____ 

(the
“Grantee”).



RECITALS 




WHEREAS, the Human Resources Committee of the Board of Directors of the Company (the
“Committee”) has determined to grant the Grantee an equity award (the “Equity
Award”) for shares of common stock of the Company, par value $0.10 per share, (the
“Company Stock”);



WHEREAS, the Equity Award is comprised of two separate grants, a nonqualified stock option and
a stock bonus award; and



WHEREAS, the Committee has determined that the stock bonus award portion of the Equity Award
shall be issued under the CSS Industries, Inc. 2004 Equity Compensation Plan (the “Plan”)
and the terms and conditions of such stock bonus award shall be memorialized in this Stock Bonus
Award Grant (the “Grant”).



NOW, THEREFORE, the parties to this Grant, intending to be legally bound hereby, agree as
follows:



1. Grant of Stock Bonus Award. Subject to the terms and conditions set forth in this Grant
and the Plan, the Company hereby grants to the Grantee a stock bonus award equivalent to
 _____  units (the
“Restricted Stock Units”). Each unit (a “Unit”) shall be a phantom right and shall
be equivalent to one share of Company Stock on the applicable Redemption Date (as defined below).



2. Restricted Stock Unit Account. The Company shall establish and maintain a Restricted
Stock Unit account as a bookkeeping account on its records (the “Restricted Stock Unit
Account”) for the Grantee and shall record in such Restricted Stock Unit Account the number of
Restricted Stock Units granted to the Grantee. The Grantee shall not have any interest in any fund
or specific assets of the Company by reason of this grant or the Restricted Stock Unit Account
established for the Grantee.



3. Vesting.



(a) In order to become vested in the Restricted Stock Units, the Grantee must continue to be
Employed by the Employer (as defined in the Plan) from the Date of Grant through the third
anniversary of the Date of Grant (i.e.,
 _____ 

, 20
 _____ 

) (the “Service Date”);
provided, however, that the number of Units that shall become vested on the Service Date shall be
determined based on the satisfaction of the performance goals set forth in Exhibit A
attached
hereto (the “Performance Goals”). The Committee shall certify the level of
achievement of the Performance Goals, which certification shall occur as soon as administratively
practicable after the second anniversary of the Date of Grant, but not later than ninety (90) days
following the second anniversary of the Date of Grant (the “Certification Date”). Any
portion of the Restricted Stock Unit that does not become vested because of the failure to fully
satisfy the Performance Goals shall be forfeited as of the Certification Date and the Grantee shall
not have any rights with respect to the vesting or the redemption of the portion of the Restricted
Stock Unit that has become forfeited.


 


 









 





(b) If at any time prior to the Service Date, the Grantee ceases to be Employed by the
Employer for any or no reason, all of the Restricted Stock Units subject to this Grant will be
immediately forfeited and the Grantee shall have no rights with respect to the redemption of any
portion of the Restricted Stock Units, irrespective of whether the Performance Goals were achieved.



4. Redemption. The Restricted Stock Units that become vested pursuant to Paragraph 3 above
shall be redeemed by the Company on the Service Date, or as soon as administratively practicable
thereafter, but not later than thirty (30) days following the Service Date, if the Grantee
continues to be Employed by the Employer, from the Date of Grant to the Service Date (the
“Redemption Date”). On the Redemption Date, all Restricted Stock Units that have become
vested pursuant to Paragraph 3 will be redeemed and converted to an equivalent number of shares of
Company Stock, and the Grantee shall receive a single sum distribution of such shares of Company
Stock, which shall be issued under the Plan.



5. Change of Control. The provisions set forth in the Plan applicable to a Change of
Control (as defined in the Plan) shall apply to the Restricted Stock Units, and, in the event of a
Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan
and is consistent with the requirements of section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), if applicable.



6. Acknowledgment by Grantee. By accepting this Grant, the Grantee acknowledges that with
respect to any right to redemption or distribution pursuant to this Grant, the Grantee is and shall
be an unsecured general creditor of the Company without any preference as against other unsecured
general creditors of the Company, and the Grantee hereby covenants for himself or herself, and
anyone at any time claiming through or under the Grantee not to claim any such preference, and
hereby disclaims and waives any such preference which may at any time be at issue, to the fullest
extent permitted by applicable law. The Grantee also hereby acknowledges and agrees that the
Grantee will indemnify the Employer (as defined in the Plan) and hold the Employer free and
harmless of, from and against any and all losses, damage, obligation or liability, and all costs
and expenses (including reasonable attorneys’ fees) incurred in connection therewith, which may be
suffered or incurred on account or by reason of any act or omission of the Grantee or the Grantee’s
heirs, executors, administrators, personal representatives, successors and assigns in breach or
violation of the provisions of the Plan or the agreements of the Grantee set forth herein. The
Grantee also acknowledges receipt of a copy of the Plan and agrees to be bound by the terms of the
Plan and this Grant. The Grantee further agrees to be bound by the determinations and decisions of
the Committee with respect to this Grant and the Plan and the Grantee’s rights to benefits under
this Grant and the Plan, and agrees that all such determinations
and decisions of the Committee shall be binding on the Grantee, his or her beneficiaries and any
other person having or claiming an interest under this Grant and the Plan on behalf of the Grantee.


 


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7. Restrictions on Issuance or Transfer of Shares of Company Stock.



(a) The obligation of the Company to deliver shares of Company Stock upon the redemption of
the Restricted Stock Units shall be subject to the condition that if at any time the Committee
shall determine in its discretion that the listing, registration or qualification of the shares of
Company Stock upon any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a condition of, or in
connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be
issued in whole or in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to the Committee. The
issuance of shares of Company Stock pursuant to this Grant is subject to any applicable taxes and
other laws or regulations of the United States or of any state having jurisdiction thereof.



(b) As a condition to receive any shares of Company Stock on the Redemption Date, the Grantee
agrees to be bound by the Company’s policies regarding the transfer of the shares of Company Stock
and understands that there may be certain times during the year in which the Grantee will be
prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothecating or
otherwise encumbering the shares of Company Stock.



(c) As soon as administratively practicable following the Redemption Date, a certificate
representing the shares of Company Stock that are redeemed shall be issued to the Grantee.



8. Grant Subject to Plan Provisions. This Grant is made pursuant to the Plan, the terms of
which are incorporated herein by reference, and in all respects shall be interpreted in accordance
with the Plan. In the event of any contradiction, distinction or difference between this Grant and
the terms of the Plan, the terms of the Plan will control. Except as otherwise defined in this
Grant, capitalized terms used in this Grant shall have the meanings set forth in the Plan. This
Grant is subject to the interpretations, regulations and determinations concerning the Plan
established from time to time by the Committee in accordance with the provisions of the Plan,
including, but not limited to, provisions pertaining to (a) rights and obligations with respect to
withholding taxes, (b) the registration, qualification or listing of the shares of Company Stock,
(c) changes in capitalization of the Company, and (d) other requirements of applicable law. The
Committee shall have the authority to interpret and construe this Grant pursuant to the terms of
the Plan, its decisions shall be conclusive as to any questions arising hereunder and the Grantee’s
acceptance of this Grant is the Grantee’s agreement to be bound by the interpretations and
decisions of the Committee with respect to this Grant and the Plan.



9. No Rights as Stockholder. The Grantee shall not have any rights as a stockholder of the
Company, including the right to any cash dividends, or the right to vote, with respect to any
Restricted Stock Units.


 


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10. No Rights to Continued Employment or Service. This Grant shall not confer upon the
Grantee any right to be retained in the employment or service of the Employer and shall not
interfere in any way with the right of the Employer to terminate the Grantee’s employment or
service at any time. The right of the Employer to terminate at will the Grantee’s employment or
service at any time for any reason is specifically reserved.



11. Assignment and Transfers. No Restricted Stock Units awarded to the Grantee under this
Grant may be transferred, assigned, pledged, or encumbered by the Grantee and a Restricted Stock
Unit shall be redeemed during the lifetime of the Grantee only for the benefit of the Grantee. Any
attempt to transfer, assign, pledge, or encumber the Restricted Stock Unit by the Grantee shall be
null, void and without effect. The rights and protections of the Company hereunder shall extend to
any successors or assigns of the Company. This Grant may be assigned by the Company without the
Grantee’s consent.



12. Withholding. The Grantee shall be required to pay to the Employer, or make other
arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local
or other taxes that the Employer is required to withhold with respect to the grant, vesting and
redemption of the Restricted Stock Units. Any tax withholding obligation of the Employer with
respect to the redemption of the Restricted Stock Units shall be satisfied by having shares of
Company Stock withheld up to an amount that does not exceed the minimum applicable withholding tax
rate for federal (including FICA), state, local and other tax liabilities.



13. Effect on Other Benefits. The value of shares of Company Stock distributed with
respect to the Restricted Stock Units shall not be considered eligible earnings for purposes of any
other plans maintained by the Company or the Employer. Neither shall such value be considered part
of the Grantee’s compensation for purposes of determining or calculating other benefits that are
based on compensation, such as life insurance.



14. Applicable Law; Entire Agreement. The validity, construction, interpretation and
effect of this Grant shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof.
This Grant, together with the Company’s form of agreement provided to the Grantee herewith, the
provisions of which are incorporated herein by reference, sets forth the entire agreement of the
parties with respect to the subject matter hereof and may not be changed or terminated except by a
writing signed by the Grantee and the Company. This Grant and any undertakings and indemnities
delivered hereunder shall be binding upon and shall inure to the benefit of the Grantee and the
Grantee’s heirs, distributees and personal representatives and to the Company, its successors and
assigns.



15. Notice. Any notice to the Company provided for in this instrument shall be addressed
to the Company in care of the Secretary at the Company’s corporate headquarters, and any notice to
the Grantee shall be addressed to such Grantee at the current address shown on the payroll records
of the Employer, or to such other address as the Grantee may designate to the Employer in writing.
Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope
addressed as stated above, registered and deposited, postage prepaid, in a post office regularly
maintained by the United States Postal Service.


 


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16. Section 409A of the Code. This Grant is not intended to constitute or result in
deferred compensation subject to the requirements of section 409A of the Code. However, to the
extent any amount payable under this Grant is subsequently determined to constitute deferred
compensation subject to the requirements of section 409A of the Code, this Grant shall be
administered in accordance with the requirements of section 409A of the Code. In such case,
distributions made under this Grant may only be made in a manner and upon an event permitted by
section 409A of the Code. To the extent that any provision of this Grant would cause a conflict
with the requirements of section 409A of the Code, or would cause the administration of this Grant
to fail to satisfy the requirements of section 409A of the Code, such provision shall be deemed
null and void to the extent permitted by applicable law. In no event shall the Grantee, directly
or indirectly, designate the calendar year of distribution. This Grant may be amended without the
consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve
compliance with Section 409A of the Code. All redemptions pursuant to this Grant shall be deemed
as a separate payment.



IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Grant
effective as of the Date of Grant.



	 	 	 	 	 
	ATTEST	 	CSS INDUSTRIES, INC.
	 
	 	 	 	 
	(Corporate Seal)
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 






I hereby accept the grant of Restricted Stock Units described in this Stock Bonus Award Grant. I
have read the terms of the Plan and this Stock Bonus Award Grant, and agree to be bound by the
terms of the Plan and this Stock Bonus Award Grant and the interpretations of the Committee with
respect thereto.



	 	 	 	 	 
	 	 	ACCEPTED:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Grantee







 


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