(“EPS”) of CSS’ common stock, as determined by the Committee in its sole discretion. If a minimumlevel for a part is not achieved, no Award for that part will be paid. For purposes of theProgram, “OI” is defined as the Company’s operating income for the Company’s fiscal year endingMarch 31, 2010, as adjusted based upon any permitted adjustments to, or exclusions from, thedetermination of OI as determined by the Committee, in its sole discretion, at the time that theseFY2010 Management Incentive Program Criteria are approved by the Committee. Unless otherwise setforth herein or determined by the Committee, in its sole discretion, a Participant’s potentialAward under the Program is allocated based upon the following three components, with the followingrespective percentages:     Company Component – Company OI Component  50%Company Component – Company Individual Objective Component  20%CSS Component — Earnings Per Share  30%For the Company’s President, however, such individual’s potential Award under the Program isallocated based upon the following two components, with the following respective percentages:     Company Component – Company OI Component  60%CSS Component — Earnings Per Share  40%Target Index AmountThe “Target Index Amount” for each Participant is determined by multiplying (i) the Participant’sguideline percentage (based upon the Participant’s position and determined at the sole discretionof the Committee or, if not specifically determined by the Committee, at the sole discretion of theCompany’s President) by (ii) the Participant’s base salary effective as of the later of April 1,2009 or the date upon which such Participant becomes eligible to participate in the Program, asdetermined at the sole discretion of the Committee or, if not specifically determined by theCommittee, at the sole discretion of the Company’s President.     Example: a Participant has a base salary of $40,000 effective as of April 1, 2009 and has aguideline percentage of 15%.             *Guideline*    *Base Salary*     *Target Index* *Percentage* *  as of *4/1/09*  =  *Amount*              15% * $40,000  = $6,000 A Participant who changes job positions during the Fiscal Year (i.e., moves to a higher or lowerjob level that is an eligible position under the Program) will be eligible to receive an Award thatis based upon the employee’s annual salary and level in effect as of April 1, 2009, plus or minusany 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 willreceive such Target Index Amount, or any Award. If awarded, the amount of any Award is subject toadjustment from the Target Index Amount based upon, among other factors, the actual financialresults of CSS and the Company, and the level of achievement of a Participant’s individualobjectives. For example, if a Participant’s performance is unsatisfactory, but either CSS or theCompany has favorable fiscal year financial results, then the Committee may determine, in its solediscretion, not to pay any Award to the unsatisfactory performer.
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Allocation of Target Index AmountIn determining the amount of the Award, the Target Index Amount is allocated as follows: (a) 70% isentirely contingent upon the achievement by the Company of at least a minimum level of OI, asdetermined by the Committee in its sole discretion (the “Company Component”), and (b) 30% isentirely contingent upon the achievement by CSS of at least a minimum level of EPS, as determinedby the Committee in its sole discretion (the “CSS Component”). For the Company’s President,however, such individual’s Target Index Amount is allocated as follows: (a) the Company Componentis 60% and (b) the CSS Component is 40%. If a minimum level for a part is not achieved, no portionof the Target Index Amount allocated to that part will be paid.     Company ComponentThe Company Component consists of (i) a portion (the “Company OI Component”) based upon the actualOI compared to targeted OI and (ii) a portion (the “Company Individual Objective Component”) basedupon both the actual OI compared to targeted OI and the applicable Participant’s achievement of hisor her performance goals.          (i) Company OI ComponentIf the Company achieves at least a minimum level of OI, as determined by the Committee in its solediscretion (the “Company OI Component Minimum Level”), then the Participant is eligible to receivethe Company OI Component. The computation of the Company OI Component shall be determined by theCommittee, in its sole discretion.          (ii) Company Individual Objective ComponentIf the Company achieves at least a minimum level of OI, as determined by the Committee in its solediscretion (the “Company Individual Objective Minimum Level”), then the Participant is eligible toreceive the Company Individual Objective Component. The Company’s President is not eligible toreceive the Company Individual Objective Component.The computation of the Company Individual Objective Component will be based upon the actual OIcompared to targeted OI, as modified by the applicable Participant’s achievement of his or herperformance goals. The computation attributable to OI for the Company Individual ObjectiveComponent shall be determined by the Committee, in its sole discretion.In addition, the computation of the Company Individual Objective Computation will be determinedbased upon each Participant’s achievement of his or her specific goals and objectives. EachParticipant will develop with his or her supervisor specific goals and objectives to be achieved bythe Participant during the Company’s fiscal year ending March 31, 2010. Such goals and objectivesshould be documented in a manner acceptable to the Company’s President, in his or her solediscretion, either at the beginning of the fiscal year, the date upon which the Participant becomeseligible to participate in the Program, the date upon which such Participant’s position with theCompany changes, or such other date as selected by the Company’s President, in his or her solediscretion. At the end of the Company’s fiscal year ending March 31, 2010, the level of eachParticipant’s achievements of his or her goals and objectives will be determined by the applicableParticipant’s supervisor, in his or her sole discretion up to a maximum achievement of 150%, andsubmitted to the Company’s President for review and approval, in his or her sole discretion. Withrespect to Participants who are executive officers of CSS or who have annual base salaries inexcess of $200,000, the Committee, in its sole discretion, will review and approve, disapprove ormodify the Company’s determination as to each such Participant’s level of achievement of his or her
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goals and objectives. The Program is not intended to duplicate the Company’s merit salary reviewprocess, and a Participant’s Company Individual Objective Component ratings may vary from his orher merit salary review performance rating.Although a Participant’s achievement of his or her goals and objectives may exceed 100%, up to amaximum of 150%, the aggregate amount payable to all Company Participants attributable to theCompany Individual Objective Component shall not exceed the Company’s budgeted bonus amountattributable to the Company Individual Objective Component without the prior approval of theCommittee, in its sole discretion.     CSS ComponentIf CSS achieves at least a minimum level of EPS, as determined by the Committee in its solediscretion, then the Participant is eligible to receive the CSS Component, which will be adjustedfor CSS’ actual level of EPS achievement compared to the targeted EPS. If a minimum level of EPSis 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 EPSachievement compared to targeted EPS.
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