Filed by Bowne Pure Compliance



 






Exhibit 10.1


CSS INDUSTRIES, INC.

MANAGEMENT INCENTIVE PROGRAM




SECTION 1. PURPOSE; DEFINITIONS. The purpose of the CSS Industries, Inc. Management Incentive Program (the
“Program”) is to enable CSS Industries, Inc. (the “Company”) and its affiliated companies to motivate and reward
favorable performance by providing cash bonus payments based upon the achievement of pre-established and objective
performance goals for each fiscal year.



For purposes of the Program, the following terms will have the meanings defined below, unless the context clearly
requires a different meaning:



(a) “Affiliate” means, with respect to any Person, any other person that, directly or indirectly, is in control
of, is controlled by, or is under common control with, such Person. For purposes of this definition, the term
“control,” including its correlative terms “controlled by” and “under common control with,” mean, with respect to any
Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by contract or otherwise.



(b) “Award” means a cash bonus under the Program.



(c) “Board” means the Board of Directors of the Company, as constituted from time to time.



(d) “Code” means the Internal Revenue Code of 1986, as amended, and any successor thereto.



(e) “Committee” means the Human Resources Committee of the Board, and shall consist of members of the Board who
are not employees of the Company or any affiliate thereof and, with respect to matters relating to Awards intended to
constitute “qualified performance-based compensation” under Section 162(m) of the Code, who qualify as “outside
directors” under Section 162(m) of the Code.



(f) “Fiscal Year” means the period beginning on April 1 and ending on March 31.



(g) “Participant” means the executive officers of the Company and any other employee of the Company or any
Affiliate selected by the Committee to participate in the Program.



(h) “Person” means an individual, a corporation, a partnership, an association, a trust or any other entity or
organization.



(i) “Performance Period” means each Fiscal Year or another period as designated by the Committee, so long as such
period does not exceed one year.



SECTION 2. ADMINISTRATION OF PROGRAM. The Committee shall administer and interpret the Program, provided, that,
the Program will not be interpreted in a manner that causes an Award intended to constitute “qualified
performance-based compensation” under Section 162(m) of the Code to fail to so qualify. The Committee shall have the
power, from time to time, to: (i) select Participants; (ii) determine the terms and conditions of each Award, including
without limitation the amount of cash, if any, to be paid to each Participant; (iii) establish the performance
objectives for any Performance Period in accordance with Section 3 hereof and certify whether such performance
objectives have been obtained; (iv) establish and amend rules and regulations relating to the Program, and to make all
other determinations necessary and advisable for the administration of the Program; and (v) correct any defect, supply
any omission or reconcile any inconsistency in the Program or any Award.




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Nothing in the Program shall be deemed to limit the ability of the Committee to grant Awards to Participants under
the Program which are not intended to qualify as “qualified performance-based compensation” under Section 162(m) of the
Code and which are not exempt from the limitations thereof.



All decisions made by the Committee pursuant to the Program shall be made in the Committee’s sole and absolute
discretion and shall be final and binding on the Participants and the Company and its Affiliates. No member or former
member of the Board or the Committee shall be liable for any act, omission, interpretation, construction or
determination made in connection with the Program other than as a result of such individual’s willful misconduct.



SECTION 3. AWARDS.



(a) Performance Criteria. Within 90 days after each Performance Period begins (or such other date as may be
required or permitted under Section 162(m) of the Code), the Committee shall establish the performance objective or
objectives that must be satisfied in order for a Participant to receive an Award for that Performance Period. In
addition, at that time the Committee will also specify the portion of Awards that will be payable upon the full,
partial or over-achievement of specified performance objectives for that Performance Period. Except with respect to an
Award that is not intended to constitute “qualified performance-based compensation” under Section 162(m) of the Code,
such performance objectives will be based upon the following criteria, as determined by the Committee for the
applicable Performance Period (subject to adjustment in accordance with Section 3(b) below):



(i) the attainment of certain target levels of, or a specified percentage increase in, (1) revenues, (2)
income before taxes and extraordinary items, (3) net income, (4) operating income, (5) earnings before income
tax, (6) earnings before interest, taxes, depreciation and amortization, (7) after-tax or pre-tax profits, (8)
operational cash flow, (9) return on capital employed or return on invested capital, (10) after-tax or pre-tax
return on stockholders’ equity, (11) the price of the Company’s common stock or (12) a combination of the
foregoing.



(ii) earnings per share or the attainment of a specified percentage increase in earnings per share;



(iii) the attainment of certain target levels of, or a specified increase in, economic value added
targets based on a cash flow return on investment formula;



(iv) the attainment of a certain level of, reduction of, or other specified objectives with regard to
limiting the level in or increase in all or a portion of the Company’s assets and/or liabilities; and/or



(v) any other objective business criteria that would not cause an Award to fail to constitute “qualified
performance-based compensation” under Section 162(m) of the Code.



Performance goals may be established on a Company-wide basis or with respect to one or more Affiliates, products or any
subsidiary, division or other operational unit of the Company or its Affiliates, as determined by the Committee; and in
either absolute terms or relative to the performance of one or more comparable companies or an index covering multiple
companies. The performance objectives for a particular Performance Period need not be the same for all Participants.



(b) Adjustments to Performance Criteria. The Committee may provide, at the time the performance goals are
established in accordance with Section 3(a) or at any time with respect to any Award that is not intended to constitute
“qualified performance-based compensation” under Section 162(m) of the Code, that adjustments will be made to the
applicable performance goals to take into account, in any objective manner specified by the Committee, the impact of
one or more of the following:




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(i) gain or loss from all or certain claims and/or litigation and insurance recoveries, (ii) the impairment of
tangible or intangible assets, (iii) stock-based compensation expense, (iv) extraordinary, unusual or infrequently
occurring events reported in the Company’s public filings, (v) restructuring activities reported in the Company’s
public filings, (vi) investments, dispositions or acquisitions, (vii) gain or loss from the disposal of certain assets,
(viii) gain or loss from the early extinguishment, redemption, or repurchase of debt, (ix) changes in accounting
principles that become effective during the performance period, or (x) any other item, event or circumstance that would
not cause an Award to fail to constitute “qualified performance-based compensation” under Section 162(m) of the Code.



Any adjustment described in this Section 3(b) may relate to the Company, any Affiliate or to any subsidiary,
division or other operational unit of the Company or its Affiliates, as determined by the Committee at the time the
performance goals are established or at any time with respect to any Award that is not intended to constitute
“qualified performance-based compensation” under Section 162(m) of the Code. Any adjustment shall be determined in
accordance with generally accepted accounting principles and standards, unless such other objective method of
measurement is designated by the Committee at the time performance goals are established. Notwithstanding the
foregoing, adjustments will be made as necessary to any performance criteria related to the Company’s stock to reflect
changes in corporate capitalization, including a recapitalization, stock split or combination, stock dividend,
spin-off, merger, reorganization or other similar event or transaction affecting the Company’s stock.



(c) Maximum Award Amount Payable. To the extent that the Committee determines at the time of grant to qualify an
Award as performance-based compensation under Section 162(m) of the Code, the maximum amount payable hereunder to an
applicable Participant with respect to an applicable Performance Period will not exceed any amount that would cause
such Award to fail to constitute “qualified performance-based compensation” under Section 162(m) of the Code.



(d) Payment Conditioned on Continued Employment; Death or Disability. Except as expressly provided in the
immediately succeeding sentence, no Participant will be entitled to any payment hereunder, and no Award hereunder will
be deemed to be earned, with respect to any particular Performance Period unless he or she has remained continuously
employed by the Company or its Affiliates through the day that the payment for that Performance Period is actually paid
to such Participant (or such other date as is specified by the Committee at the time that performance objectives are
established). Notwithstanding the foregoing, in the event that a Participant has remained continuously employed by the
Company or its Affiliates through the last day of any particular Performance Period but thereafter dies or is unable to
care for his or her affairs because of illness or accident, the Committee, in its sole discretion, may determine to pay
an Award for such Performance Period to the Participant or to his or her executors, legal representatives,
administrators, heirs or assigns or any other person claiming under or through such Participant.



(e) Negative Discretion. Notwithstanding anything else contained herein to the contrary, the Committee shall
have the right, in its absolute discretion, (i) to reduce or eliminate the amount otherwise payable to any Participant
hereunder based on individual performance or any other factors that the Committee, in its sole discretion, shall deem
appropriate and (ii) to establish rules or procedures that have the effect of limiting the amount payable to each
Participant to an amount that is less than the maximum amount otherwise authorized hereunder.



SECTION 4. PAYMENT. To the extent that the Committee determines at the time of grant to qualify an Award as
performance-based compensation under Section 162(m) of the Code, no Award shall be payable except upon written
certification by the Committee that the performance goals have been satisfied to a particular extent and that any other
material terms and conditions precedent to payment of an Award have been satisfied. If the Committee does not
determine at the time of grant to qualify an Award as performance-based compensation under Section 162(m) of the Code,
no Award shall be payable except upon determination by the Committee that the performance objective or objectives have
been satisfied to



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a particular extent and that any other material terms and conditions precedent to payment of an Award have been
satisfied. Payment hereunder will be made as soon as practicable after the Committee certification or determination
referenced above is completed. The Committee shall seek to complete the certification or determination referenced
above so that any payment hereunder for a particular Performance Period will be made no later than 21/2 months following
the end of the Fiscal Year containing the last day of the Performance Period to which the Award relates.



SECTION 5. GENERAL PROVISIONS.



(a) Amendment and Termination. The Board or the Committee may at any time amend, suspend, discontinue or
terminate the Program; provided, however, that no such action shall be effective without approval by the shareholders
of the Company to the extent necessary to continue to qualify the amounts payable hereunder to Participants as
“qualified performance-based compensation” under Section 162(m) of the Code.



(b) Unsecured Creditor Status. A Participant entitled to payment hereunder shall rely solely upon the unsecured
promise of the Company and its Affiliates and nothing herein contained shall be construed to give to or vest in a
Participant or any other person now or at any time in the future, any right, title, interest, or claim in or to any
specific asset, fund, reserve, account, insurance or annuity policy or contract, or other property of any kind whatever
owned by the Company or its Affiliates, or in which the Company or its Affiliates may have any right, title, or
interest, nor or at any time in the future.



(c) Non-Assignment of Awards. The Participant shall not be permitted to sell, transfer, pledge or assign any
amount payable pursuant to the Program or an Award, provided that the right to payment of an Award earned hereunder may
pass by will or the laws of descent and distribution.



(d) Separability. If any term or condition of the Program shall be invalid or unenforceable to any extent or in
any application, then the remainder of the Program, with the exception of such invalid or unenforceable provision,
shall not be affected thereby, and shall continue in effect and application to its fullest extent.



(e) Continued Employment. Neither the adoption of the Program nor the execution of any document in connection
with the Program will: (i) confer upon any employee of the Company or an Affiliate any right to continued employment
with the Company or such Affiliate, or (ii) interfere in any way with the right of the Company or such Affiliate to
terminate the employment of any of its employees at any time.



(f) Incapacity. If a Participant is unable to care for his or her affairs because of illness or accident, the
Committee, in its sole discretion, may determine to pay any amount due such Participant under the Program to his or her
legal representatives, administrators, or assigns or any other person claiming under or through such Participant, and
any such payment shall be a complete discharge of the Company’s and its Affiliates’ obligations hereunder.



(g) Withholding. The Company and its Affiliates, as the case may be, shall withhold the amount of any federal,
state, local or other tax, charge or assessment attributable to the payment of any Award as it may deem necessary or
appropriate, in its sole discretion.



(h) Governing Law. The Program and all Awards granted hereunder will be governed by and construed in accordance
with the laws and judicial decisions of the Commonwealth of Pennsylvania, without regard to the application of the
principles of conflicts of laws.





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