Filed by Bowne Pure Compliance



 





Exhibit 10.3



CSS INDUSTRIES, INC.

FY2008 Management Incentive Program Criteria




BOC Design Group




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”) 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 CSS’ BOC Design Group, which is comprised of Berwick Offray LLC (including
its subsidiary Lion Ribbon Company, Inc.) and Cleo Inc (collectively, 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 CSS 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 divided into two parts: (a) a part entirely
contingent upon the achievement by the Company of at least a minimum level of NOI (as such term is defined below), as
determined by the Committee in its sole discretion, and (b) a part entirely contingent upon the achievement by CSS of
at least a minimum level of earnings per


 


 


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share (“EPS”) of CSS’ common stock, as determined by the Committee in its sole discretion. If a minimum level for a
part is not achieved, no Award for that part will be paid. For purposes of the Program, “NOI” is defined as the
Company’s operating income for the Company’s fiscal year ending March 31, 2008, less a capital charge of 10% of the
Company’s average total assets and certain other liabilities. Unless otherwise set forth herein or determined by the
Committee, in its sole discretion, a Participant’s potential Award under the Program is allocated based upon the
following three components, with the following respective percentages:



	 	 	 	 	 
	Company Component — Company NOI Component
	 	 	40	%
	Company Component — Company Individual Objective Component
	 	 	40	%
	CSS Component — Earnings Per Share
	 	 	20	%







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 financial results of CSS and the Company, and the level of achievement of a
Participant’s individual objectives. For example, if a Participant’s performance is unsatisfactory, but either CSS or
the Company has favorable fiscal year financial results, then the Committee may determine, in its sole discretion, not
to pay any Award to the unsatisfactory performer.



Allocation of Target Index Amount



In determining the amount of the Award, the Target Index Amount is allocated as follows: (a) 80% (the “Company
Component”) is entirely contingent upon the achievement by the Company of at least a minimum level of NOI, as
determined by the Committee in its sole discretion, and (b) 20% (the “CSS Component”) is entirely contingent upon the
achievement by CSS of at least a minimum level of EPS, as determined by the Committee in its sole discretion. If a
minimum level for a part is not achieved, no portion of the Target Index Amount allocated to that part will be paid.



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Company Component



If the Company achieves at least a minimum level of NOI, as determined by the Committee in its sole discretion, then
the Participant is eligible to receive the Company Component. The Company Component consists of (i) a portion based
upon the actual NOI compared to targeted NOI (the “Company NOI Component”) and (ii) a portion based upon the applicable
Participant’s achievement of his or her performance goals (the “Company Individual Objective Component”). The amount,
if any, attributable to the Company Component will be adjusted based upon the Company’s actual NOI compared to targeted
NOI.



If the Company achieves at least 95% of its NOI budget goal, then one-half of the Company Component will be based upon
the Company NOI Component and one-half of the Company Component will be based upon the Company Individual Objective
Component.



If the Company achieves less than 95% of its NOI budget goal but at least the minimum level of NOI, then the Company
Component will be allocated as follows; provided, however, that the allocation of the Company Component for the
Company’s President shall remain at one-half Company NOI Component and one-half Company Individual Objective Component:



	 	 	 	 	 	 	 	 	 
	 	 	Company	 	 	Company Individual	 
	Achievement of NOI Goal	 	NOI Component	 	 	Objective Component	 
	At least 85% of NOI budget goal, but
less than 95% of NOI budget goal
	 	 	40	%	 	 	60	%
	At least minimum level of NOI, but
less than 85% of NOI budget goal
	 	 	30	%	 	 	70	%






With respect to the Company 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 CSS 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 Company Individual Objective Component ratings may vary from his or her merit salary
review performance rating.



CSS Component



If CSS achieves at least a minimum level of EPS, as determined by the Committee in its sole discretion, then the
Participant is eligible to receive the CSS Component, which will be adjusted for CSS’ actual level of EPS achievement
compared to the targeted EPS. If a minimum level of EPS is not achieved, no portion of the Target Index Amount
allocated to EPS will be paid. The amount, if any, attributable to the CSS Component will be adjusted based upon CSS’
actual level of EPS achievement compared to targeted EPS.



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