EXHIBIT 10.28
 CSS INDUSTRIES, INC.
FY2012 Management Incentive Program Criteria
 C.R. Gibson, LLC
  For CSS fiscal year ending March 31, 2012, these FY2012 Management Incentive Program Criteria
shall apply solely to eligible Participants who are employed by CSS C.R. Gibson, LLC (the
Company).
  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.
 Participant Performance Criteria




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Target Index Amount
  Example: a Participant has a base salary of $40,000 effective as of April 1, 2011 and has a
guideline percentage of 15%.
 Guideline
    
    
    
    Base Salary
    
    
    
    Target IndexPercentage
    
    *
    
    as of 4/1/11
    
    =
    
    Amount15
    %
    
    *
    
    $
    40,000
    
    
    =
    
    $
    6,000
   Allocation of Target Index Amount
  Company Component
 If the Company achieves at least a minimum level of OI, as determined by the Committee in
its sole discretion (the Company OI Component Minimum Level), then the Participant is
eligible to receive the Company OI Component. The computation of the Company OI Component
shall
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be determined by the Committee, in its sole discretion. No portion of the Company Component
of an Award will be paid unless and until the Committee shall have certified the extent to
which, if at all, the actual level of OI achieved by the Company equals or exceeds the
minimum and/or target OI levels established by the Committee.Discretionary ComponentThe computation of the Discretionary Component will be determined at the sole discretion of
the Committee, and may be based upon, among other things, each Participants achievement of
his or her specific goals and objectives and/or CSS achievement of its corporate goals.
Payment of any portion of the Discretionary Component is solely in the discretion of the
Committee.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, 2012. 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, 2012, 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 $200,000, 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 Discretionary Component ratings may vary from his or her
merit salary review performance rating.Although a Participants achievement of his or her goals and objectives may exceed 100%, the
aggregate amount payable to all Company Participants attributable to the Discretionary
Component shall not exceed the Companys budgeted bonus amount attributable to the
Discretionary Component without the prior approval of the Committee, in its sole discretion.CSS ComponentIf 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 the minimum and targeted EPS levels
established by the Committee. No portion of the CSS Component of an Award will be paid
unless and until the Committee shall have certified the extent to which, if at all, the
actual level of EPS achieved by the Company equals or exceeds the minimum and/or target EPS
levels established by the Committee.
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