Filed by Bowne Pure Compliance



 





Exhibit 10.2



CSS INDUSTRIES, INC.

FY2008 Management Incentive Program Criteria




CSS Industries, Inc.




These FY2008 Management Incentive Program Criteria has been approved by the Human Resources Committee (the “Committee”)
of the Board of Directors of CSS Industries, Inc. (“CSS” or the “Company”) in connection with the CSS Industries, Inc.
Management Incentive Program (the “Program”). All defined terms used herein and not otherwise defined shall have the
respective meanings set forth in the Program. These FY2008 Management Incentive Program Criteria are not intended in
any way to alter, modify or supercede the terms of the Program, and reference should be made to such Program for a full
description of the terms of the Program.



For CSS’ fiscal year ending March 31, 2008, these FY2008 Management Incentive Program Criteria shall apply solely to
eligible Participants who are employed by the Company.



Notwithstanding any provision in this document or otherwise to the contrary, the Committee, in its sole discretion,
reserves the right (a) to determine the eligibility requirements for participation in the Program; (b) to determine
whether an employee satisfies the eligibility requirements for participation in the Program; (c) to award an Award, if
any, to a Participant under the Program; (d) to deny payment of an Award to a Participant otherwise eligible under the
terms of the Program or this document; (e) to make an Award, if any, to a Participant in a greater or lesser amount
than provided for in the Program or this document; and/or (f) to make an Award, if any, in a manner or on a schedule
other than as provided for in the Program or this document.



Participants




The Company’s employees eligible to be Participants under the Program are limited to the Company’s full-time employees
having one or more of the job titles listed on Exhibit “A” attached hereto, which list may be modified from time to
time, and at any time, at the sole discretion of the Committee upon the recommendation by the Company’s President.
Notwithstanding any provision in this document or otherwise to the contrary, the Committee, in its sole discretion,
reserves the right to change or modify the eligibility requirements for participation in the Program at any time and
from time to time, and to determine whether an employee satisfies the eligibility requirements for participation in the
Program. Any new or existing Company employee who becomes eligible for the first time to participate in the Program
may, at the Company President’s sole discretion, be eligible to receive a bonus payment, if any, prorated for the
months he or she is eligible to receive an Award under the Program; provided, however, that Committee approval shall be
required for any Award under the Program to any newly eligible Company employee who is an executive officer of the
Company or who has an annual base salary in excess of $175,000.



Participant Performance Criteria




For the Company’s fiscal year ending March 31, 2008, each Participant is eligible to receive an Award calculated using
a base amount equal to such Participant’s Target Index Amount (as such term is defined below). Unless otherwise
determined by the Committee, in its sole discretion, the Award is contingent upon the achievement by CSS of at least a
minimum level of earnings per share (“EPS”) of CSS’ common stock, as determined by the Committee in its sole
discretion. If a minimum level of EPS is not achieved, no Award will be paid.


 


 


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Target Index Amount



The “Target Index Amount” for each Participant is determined by multiplying (i) the Participant’s guideline percentage
(based upon the Participant’s position and determined at the sole discretion of the Committee or, if not specifically
determined by the Committee, at the sole discretion of the Company’s President) by (ii) the Participant’s base salary
effective as of the later of April 1, 2007 or the date upon which such Participant becomes eligible to participate in
the Program, as determined at the sole discretion of the Committee or, if not specifically determined by the Committee,
at the sole discretion of the Company’s President.



Example: a Participant has a base salary of $40,000 effective as of April 1, 2007 and has a guideline
percentage of 15%.










	 	 	 	 	 	 	 	 	 	 	 	 	 
	Guideline	 	 	 	Base Salary	 	 	 	Target Index
	Percentage	 	*	 	as of 4/1/07	 	=	 	Amount
	15%

	 	*
	 	$	40,000	 	 	=
	 	$	6,000	 










A Participant who changes job positions during the Fiscal Year (i.e., moves to a higher or lower job level that is an
eligible position under the Program) will be eligible to receive an Award that is based upon the employee’s annual
salary and level in effect as of April 1, 2007, plus or minus any pro rata adjustment that is effective with the change
in position.



Each Participant’s Target Index Amount is not a guarantee that the applicable Participant will receive such Target
Index Amount, or any Award. If awarded, the amount of any Award is subject to adjustment from the Target Index Amount
based upon, among other factors, the actual level of EPS achievement and the level of achievement of a Participant’s
individual objectives. For example, if a Participant’s performance is unsatisfactory, but CSS has favorable EPS
results, then the Committee may determine, in its sole discretion, not to pay any Award to the unsatisfactory
performer.



Allocation of Target Index Amount



If a minimum level of EPS is not achieved, no Award will be paid. If the Company achieves at least a minimum level of
EPS, as determined by the Committee in its sole discretion, then the Target Index Amount will be allocated as follows,
unless otherwise determined by the Committee, in its sole discretion: (i) 50% of the Target Index Amount will be
allocated based upon the actual level of EPS achievement compared to targeted EPS and (ii) 50% of the Target Index
Amount will be allocated based upon the applicable Participant’s achievement of his or her performance goals (the
“Individual Objective Component”). The amount, if any, attributable to each component will be adjusted based upon the
Company’s actual level of EPS achievement compared to targeted EPS.



With respect to the Individual Objective Component, each Participant will develop with his or her supervisor specific
goals and objectives to be achieved by the Participant during the Company’s fiscal year ending March 31, 2008. Such
goals and objectives should be documented in a manner acceptable to the Company’s President, in his or her sole
discretion, either at the beginning of the fiscal year, the date upon which the Participant becomes eligible to
participate in the Program, the date upon which such Participant’s position with the Company changes, or such other
date as selected by the Company’s President, in his or her sole discretion. At the end of the Company’s fiscal year
ending March 31, 2008, the level of each Participant’s achievements of his or her goals and objectives will be
determined by the applicable Participant’s supervisor, in his or her sole discretion, and submitted to the Company’s
President for review and approval, in his or her sole discretion. With respect to Participants who are executive
officers of the Company or who have annual base salaries in excess of $175,000, the Committee, in its sole discretion,
will review and approve, disapprove or modify the Company’s determination as to each such Participant’s level of achievement of his or her goals and objectives. The Program is
not intended to duplicate the Company’s merit salary review process, and a Participant’s Individual Objective Component
ratings may vary from his or her merit salary review performance rating.



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