|UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549                                                                                                                                                                                                                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|FORM 10-K                                                                                                                                                                                                                                                                                                                                                            
|ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                                                                                                                                                                 
|For the fiscal year ended January 2, 2010                                                                                                                                                                                                                                                                                                                            
|Commission File Number  1-6720

A. T. CROSS COMPANY(Exact name of registrant as specified in its charter)                                                                                                                                                                                                                                                            
|Rhode Island(State or other jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                                           
|One Albion Road, Lincoln, Rhode Island(Address of principal executive offices)                                                                                                                                                                                                                                                                                       
|Registrant's telephone number, including area code:(401) 333-1200                                                                                                                                                                                                                                                                                                    
|Securities registered pursuant to Section 12(b) of the Act:                                                                                                                                                                                                                                                                                                          
|Title of each class                                                                                                                                                                                                                                                                                                                                                  
|Class A Common Stock ($1 Par Value)                                                                                                                                                                                                                                                                                                                                  
|Securities registered pursuant to Section 12(g) of the Act:None                                                                                                                                                                                                                                                                                                      
|Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities                                                                                                                                                                                                                                                   
|Act.                                                                                                                                                                                                                                                                                                                                                                 
|Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of                                                                                                                                                                                                                                                  
|the Act.                                                                                                                                                                                                                                                                                                                                                             
|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.             
|X                                                                                                                                                                                                                                                                                                                                                                    
|Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(S 232.405 of this chapter) during the preceding 12 months (or shorter period that the registrant was required to                     
|submit and post such files).                                                                                                                                                                                                                                                                                                                                         
|Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (S 229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
[X]
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company in Rule 12b-2 of the Exchange Act.                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                     
|Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).                                                                                                                                                                                                                                                              
|__                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                     
|The aggregate market value of the registrant's voting and non-voting common equity held by non-affiliates as of July
2, 2009, the last business day of the registrant's most recently completed second fiscal quarter was $27.1 million.                                                                                                                             
|The number of shares outstanding of each of the registrant's classes of common stock as of February 25, 2010
was:                                                                                                                                                                                                                                                    
|Class A common stock     -                                                                                                                                                                                                                                                                                                                                           
|Class B common stock     -                                                                                                                                                                                                                                                                                                                                           
|DOCUMENTS INCORPORATED BY REFERENCE                                                                                                                                                                                                                                                                                                                                  
|Portions of the definitive proxy statement for the 2010 annual meeting of shareholders are incorporated by
reference into Part III of this report.                                                                                                                                                                                                                   

INDEX



|             | Part I                                                                                                                          | Page   
|------------ | ------------------------------------------------------------------------------------------------------------------------------- | -------
|             |                                                                                                                                 |        
|Item 1       | Business ---------------------------------------------------------------------------------------------------------------------- | 1 - 4  
|             |                                                                                                                                 |        
|Item 1A      | Risk Factors -----------------------------------------------------------------------------------------------------------------  | 4 - 6  
|             |                                                                                                                                 |        
|Item 1B      | Unresolved Staff Comments ------------------------------------------------------------------------------------------            | 6      
|             |                                                                                                                                 |        
|Item 2       | Properties -------------------------------------------------------------------------------------------------------------------- | 6      
|             |                                                                                                                                 |        
|Item 3       | Legal Proceedings --------------------------------------------------------------------------------------------------------      | 6      
|             |                                                                                                                                 |        
|             | Part II                                                                                                                         |        
|             |                                                                                                                                 |        
|Item 5       | Market For Registrant's Common Equity, Related Stockholder Matters                                                              |        
|             | and Issuer Purchases of Equity Securities ----------------------------------------------------------------------                | 7 - 8  
|             |                                                                                                                                 |        
|Item 6       | Selected Financial Data ------------------------------------------------------------------------------------------------        | 8      
|             |                                                                                                                                 |        
|Item 7       | Management's Discussion and Analysis of Financial Condition and                                                                 |        
|             | Results of Operations ---------------------------------------------------------------------------------------------------       | 9 - 17 
|             |                                                                                                                                 |        
|Item 7A      | Quantitative and Qualitative Disclosures about Market Risk ---------------------------------------------                        | 17     
|             |                                                                                                                                 |        
|Item 8       | Financial Statements and Supplementary Data ---------------------------------------------------------------                     | 18 - 40
|             |                                                                                                                                 |        
|Item 9       | Changes in and Disagreements with Accountants on Accounting and                                                                 |        
|             | Financial Disclosure -----------------------------------------------------------------------------------------------------      | 40     
|             |                                                                                                                                 |        
|Item 9A(T)   | Controls and Procedures ----------------------------------------------------------------------------------------------          | 40     
|             |                                                                                                                                 |        
|Item 9B      | Other Information ---------------------------------------------------------------------------------------------------------     | 40     
|             |                                                                                                                                 |        
|             | Part III                                                                                                                        |        
|             |                                                                                                                                 |        
|Item 10      | Directors, Executive Officers and Corporate Governance ------------------------------------------------                         | 41     
|             |                                                                                                                                 |        
|Item 11      | Executive Compensation ----------------------------------------------------------------------------------------------           | 41     
|             |                                                                                                                                 |        
|Item 12      | Security Ownership of Certain Beneficial Owners and Management                                                                  |        
|             | and Related Stockholder Matters ----------------------------------------------------------------------------------              | 41     
|             |                                                                                                                                 |        
|Item 13      | Certain Relationships and Related Transactions, and Director Independence --------------------                                  | 41     
|             |                                                                                                                                 |        
|Item 14      | Principal Accounting Fees and Services ------------------------------------------------------------------------                 | 41     
|             |                                                                                                                                 |        
|             | Part IV                                                                                                                         |        
|             |                                                                                                                                 |        
|Item 15      | Exhibits, Financial Statement Schedules ------------------------------------------------------------------------                | 42 - 43
|             |                                                                                                                                 |        
|             | Signatures -----------------------------------------------------------------------------------------------------------------    | 44     
|             |                                                                                                                                 |        
|             | Exhibits                                                                                                                        |        
|             |                                                                                                                                 |        
|Exhibit 21   | A. T. Cross Company Subsidiaries, Branches and Divisions --------------------------------------------                           | 45     
|             |                                                                                                                                 |        
|Exhibit 23   | Consent of Independent Registered Public Accounting Firm -------------------------------------------                            | 46     
|             |                                                                                                                                 |        
|Exhibit 31.1 | Form of 302 Certifications --------------------------------------------------------------------------------------------         | 47     
|             |                                                                                                                                 |        
|Exhibit 31.2 | Form of 302 Certifications --------------------------------------------------------------------------------------------         | 48     
|             |                                                                                                                                 |        
|Exhibit 32   | Form of 906 Certification ---------------------------------------------------------------------------------------------         | 49     

PART I





|Item 1 | BUSINESS
|------ | --------

The A.T. Cross Company (the "Company") has two reportable segments: Cross Accessory Division ("CAD"), and Cross Optical Group ("COG").  For certain financial information with respect to these segments, see Note L to the Company's consolidated financial statements included in Item 8 of this Annual Report on Form 10-K.

Cross Accessory Division

We manufacture and market fine quality writing instruments under the Cross® brand consisting of ball-point pens, fountain pens, selectip® rolling ball pens and mechanical pencils.  We also manufacture and market a variety of refills for most of our product types.  In addition to Cross-branded writing instruments, CAD launched a FranklinCovey line of entry level price point refillable writing instruments in the third quarter of 2009.  The Company is an original equipment manufacturer ("OEM") of writing instruments.  In addition to writing instruments, we also design and market a variety of personal and business accessories including leather goods, reading glasses, watches, desk sets, cufflinks, and stationery.  The Company launches new pen products and other personal accessories on a bi-annual basis.

Our writing instruments are offered in a variety of styles and materials at various price points.  They are packaged and sold as individual units or in matching sets.  The majority of writing instrument sales occurs at suggested retail price points between approximately $20 and $50.  We believe we are a market leader in the United States at these price points.  Products in this price range include: Classic® Century®, Autocross®, Calais, Aventura®, Stratford, Cross Contour, Century III, Tech3, Stylist and selected Century II and ATX® writing instruments.  The Cross Townsend®, Sauvage, Cross Sentiment, C-Series, Apogee®, Cross Affinity, Masquerade, and Century II lines as well as selected Classic Century and ATX writing instruments provide the Company a presence in the $55 to $300 price range.  Certain Classic Century and Cross Townsend writing instruments are priced over $300.  The Cross Century III, Sable, Helios, Nile, Revere, Sage and Parasol writing instrument product lines are sold to the Company's office superstore customers.  The FranklinCovey brand provides the Company a presence in the under $10 suggested retail price range for a ball-point pen.

Cross leather goods range in price from $40 to $185, reading glasses are priced at $30 and $35, watches range between $95 and $330, desk sets are priced between $105 and $215, cufflinks from $50 to $80 and stationery from $20 to $25.

The Company emphasizes styling, innovation, craftsmanship and quality in the design and production of all of its products.  All Cross-branded writing instruments carry a full warranty of unlimited duration against mechanical failure.  Our watches are sold with a limited two-year warranty, and leather goods are sold with a limited one-year warranty.

CAD products are sold throughout the United States by our direct sales force and manufacturers' agents or representatives to approximately 2,400 retail and wholesale accounts, and directly to consumers via the Company's website: www.cross.com, and the Cross retail stores.  Retail accounts include: gift stores, department stores, jewelers, stationery, office supply and pen specialty stores, and United States military post exchanges.  Our wholesale accounts distribute Cross Accessory Division products to retail outlets that purchase in smaller quantities.  Advertising specialty representatives market to business accounts CAD products that typically are engraved or display a name or emblem and are used for gifts, sales promotions, incentives or advertising.

Sales of Cross Accessory Division products outside the United States during 2009 were made to foreign distributors and retailers worldwide by the Company and its wholly-owned subsidiaries.

Cross Optical Group

The Company's COG segment consists of its wholly-owned subsidiary, Cross Optical Group, Inc., which is the legal entity of our two sunglass brands: Costa® and Native®.  Costa was acquired in 2003, and Native was purchased in March of 2008.  Cross Optical Group, Inc. was formed on January 2, 2010.  This business designs, manufactures and markets premium, high-quality, polarized sunglasses and goggles under the brand names Costa and Native.  Combined, our brands offer more than 70 styles and 25 lens options at suggested retail price points between approximately $89 and $290.  Our sunglasses are sold by employee representatives and manufacturers' agents to approximately 4,000 retail accounts throughout the United States.  Retail accounts include optical and sunglass specialty shops, department stores and sporting goods retailers.  Costa and Native sunglasses are sold with a lifetime warranty against defects in materials and workmanship.



1



Raw Materials

The Company's CAD segment obtains raw materials for use in writing instruments from both domestic and foreign suppliers.  Metal, plastic, and leather pen parts are obtained from the United States ("U.S."), China, Germany, Japan, India, Malaysia, and Switzerland.  Coated parts are procured from the U.S. and China.  Ink is procured from the U.S., Germany, China and Japan.

The majority of component materials for the COG segment are imported from highly specialized manufacturers located in Europe and Asia.

To maintain the highest level of product quality, we rely on a limited number of domestic and foreign suppliers for certain raw materials and manufacturing technologies.  The Company may be adversely affected in the event that these suppliers cease operations or if pricing terms become less favorable.  The Company believes, but cannot be assured; that the raw materials currently supplied by these vendors could be obtained from other sources and that the manufacturing technologies could either be developed internally or that suitably similar technologies could be located.

Patents, Licenses and Trademarks

The Company, directly or through its subsidiaries, has certain writing instrument, timepiece, accessory and optical trademark registrations and/or pending trademark applications in the United States and many foreign countries, including but not limited to its principal trademark "CROSS," and the frustoconical top of its writing instruments, and the trademarks "COSTA DEL MAR" and "NATIVE."  The principal trademark "CROSS" is of fundamental importance to the CAD segment and the trademarks "COSTA DEL MAR" and "NATIVE" are of fundamental importance to the COG segment.  The Company, directly or through its subsidiaries, holds certain United States and foreign writing instrument patents and/or has filed United States and foreign patent applications covering products including, but not limited to, Cross Townsend, Ion and Verve as well as the Company's ball-point pen mechanism.  While we pursue a practice of seeking patent protection for novel inventions or designs, our business is not dependent upon obtaining and maintaining patents.

Seasonal Business

The CAD segment has historically generated its highest sales in the second half of the year, approximately one-third in the fourth quarter.  The COG segment has historically generated its highest sales in the first half of the year, approximately one-third in the second quarter.

Working Capital Requirements

Writing instrument and sunglass inventory balances tend to be highest in anticipation of new product launches and before peak selling seasons.  The Company offers, and may offer in the future, extended payment terms, primarily to domestic retail writing instrument customers, at certain points during the year, usually September through November.

Customers

The Company is not dependent upon any single customer for more than 4% of its consolidated revenues.

Backlog of Orders

The backlog of orders is not a significant factor in the Company's business.



2



Competition

The global non-disposable writing instrument market is estimated to be approximately $900 million at wholesale.  It is competitive, in particular with respect to product quality, brand recognition and price.  There are numerous manufacturers of ball-point, rolling ball and fountain pens, and mechanical pencils in the U.S. and abroad.  Many of these manufacturers produce lower-priced writing instruments than those produced by the Company.  Although the Company is a major producer of ball-point, rolling ball and fountain pens, and mechanical pencils in the $20 to $50 price range, other writing instrument companies have significantly higher sales volumes from a broader product line across a wider range of prices or have greater resources as divisions of larger corporations.  The Company emphasizes styling, innovation, craftsmanship and quality in the design and production of all of its products.  All of the Company's Cross-branded writing instruments carry a full warranty of unlimited duration against mechanical failure.

The plano sunglass market in the U.S. is estimated to be $2.2 billion at wholesale.  The Company's COG segment under the brand names Costa and Native compete in the premium-priced ($50+ retail) sunglass market segment, which is estimated to be $1.3 billion at wholesale.  Many other sunglass companies also compete in the premium segment.  Costa and Native sunglasses are sold with a lifetime warranty against defects in materials and workmanship.

See also the "Risk Factors" in Item 1A of this Annual Report on Form 10-K.

Research and Development

The Company had expenditures for research and development of new products and improvement of existing products of approximately $2.8 million, $2.4 million and $2.5 million in 2009, 2008 and 2007, respectively.  For additional discussion, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of this Annual Report on Form 10-K.

Environment

The Company believes it is in compliance with all Federal, state and local environmental laws and regulations.  The Company believes that future capital expenditures for environmental control facilities will not be material.  See Item 3 "Legal Proceedings" and Note M to the Company's consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

Employees

The Company had approximately 900 employees worldwide at January 2, 2010, none of which were subject to collective bargaining agreements.

International Operations and Export Sales

Approximately 43% of the Company's sales in 2009 were in foreign markets.  The primary foreign markets are in Europe and Asia.  Sales of the Company's products to foreign distributors are subject to import duties in many countries.  The operations of the Company's foreign subsidiaries and branches are subject to the effects of currency fluctuations, the availability of U.S. dollar exchange, exchange control and other restrictive regulations.  Undistributed earnings of our foreign subsidiaries generally are not subject to current U.S. Federal and state income taxes, as such earnings are considered permanently reinvested in the growth of business outside the U.S.  The Company manufactures almost all of its core writing instruments in China.  See Note K and Note L to the Company's consolidated financial statements in Item 8 of this Annual Report on Form 10-K.  For the effect of foreign sales on the Company's results of operations, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 of this Annual Report on Form 10-K.

Availability of Securities and Exchange Commission Filings

The Company's website address is www.cross.com.  The Company makes available free of charge, through the Investor Relations section of its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such materials have been electronically filed with or furnished to the Securities and Exchange Commission ("SEC").  Information on the Company's website is not incorporated into this Annual Report.



3



Executive Officers of the Company

The following are the executive officers of the Company (each of whom serves until his or her successor is elected and has qualified), their respective ages as of January 1, 2010 and their principal positions:

|NAME                 | AGE | TITLE | YEAR IN WHICHFIRST HELD OFFICE                               
|-------------------- | --- | ----- | -------------------------------------------------------------
|David G. Whalen      | (1) | 52    | President and Chief Executive Officer                        
|Kevin F. Mahoney     | (2) | 50    | Senior Vice President, Finance and
Chief Financial Officer   
|Gary S. Simpson      | (3) | 58    | Corporate Controller, Chief Accounting Officer               
|Charles S. Mellen    | (4) | 46    | President, Cross Accessory Division                          
|Tina C. Benik        | (5) | 50    | Vice President, Legal and Human Resources
Corporate Secretary
|Joseph V. Bassi      | (6) | 57    | Finance Director                                             
|Charles R. MacDonald | (7) | 56    | President, Cross Optical Group, Inc.                         



|(1) | Prior to becoming President and Chief Executive Officer in 1999, David G. Whalen was President, North America of Ray-Ban Sun Optics, a division of the Luxottica Group S.p.A., from 1997 to 1999.                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Prior to becoming Senior Vice President, Finance and Chief Financial Officer in 2009, Kevin F. Mahoney was Vice President, Finance and Chief Financial Officer from 2005 to 2009.  From 2004 to 2005, Mr. Mahoney was Director, Corporate Development at the Raytheon Company, and from 1984 to 2004, Mr. Mahoney was with Deloitte & Touche LLP, most recently serving as Partner.                                    
|(3) | Prior to becoming Corporate Controller in 1997, Gary S. Simpson was the Controller, Lincoln Operations from 1992 to 1997.                                                                                                                                                                                                                                                                                              
|(4) | Prior to becoming President, Cross Accessory Division in 2007, Charles S. Mellen was Senior Vice President, Global Marketing and Sales from 2006 to 2007 and Vice President, Global Marketing from 2005 to 2006.  From 1996 to 2004, Mr. Mellen was Vice President of Marketing at Tumi, Inc.                                                                                                                          
|(5) | Prior to becoming Vice President, Legal and Human Resources; Corporate Secretary in 2000, Tina C. Benik was Vice President, Legal, General Counsel and Corporate Secretary from 1993 to 2000.                                                                                                                                                                                                                          
|(6) | Prior to becoming Finance Director in 1997, Joseph V. Bassi was Manager, Financial Planning from 1996 to 1997 and Manager, Budgeting and Financial Planning from 1987 to 1996.                                                                                                                                                                                                                                         
|(7) | Prior to becoming President, Cross Optical Group, Inc. in 2010, Charles R. MacDonald was President, Cross Optical Group and Costa Del Mar Sunglasses, Inc. from 2007 to 2010.  From 2003 to 2007, he was Vice President, A.T. Cross Optical Division and President, Costa Del Mar Sunglasses, Inc.  From 1996 to 2002, Mr. MacDonald was President of Outlook Eyewear Company, a division of the Luxottica Group S.p.A.





|Item 1A | RISK FACTORS
|------- | ------------

The following section describes certain of the more prominent risks and uncertainties inherent in our operations.  The risks and uncertainties below are those that we currently consider material; however, this section does not intend to discuss all possible risks and uncertainties that a company like Cross with broad international operations could experience.  We are susceptible to macroeconomic downturns in the United States or abroad that may affect the general economic climate and the performance of our customers.  Similarly, the price of our securities is subject to volatility due to fluctuations in general market conditions, differences in our results of operations from estimates and projections generated by the investment community, and other factors beyond our control.  Further, there could be other risks and uncertainties that are not presently known to us or that may become more significant to us.  You should read these Risk Factors in conjunction with the factors discussed elsewhere in this and other of our filings with the SEC and in materials incorporated by reference in these filings.  We undertake no obligation to correct or update any forward-looking statements or statements of risk related thereto for any reason.



4



We depend on the success of new products.

Our global manufacturing, sales and distribution operations make us susceptible to the risks of overseas operations.

Incorrect forecasts of consumer demand could adversely affect our results of operations.

Our success depends on our ability to retain and recruit a sufficient number of qualified employees in a competitive environment.

Our dependence on certain suppliers may leave us temporarily without adequate access to raw materials or products.

Overseas manufacturing makes us dependent upon the performance of our overseas partners.

Unfavorable resolution of pending or future litigation matters could prove costly to us.

We are involved from time to time in litigation matters.  An unfavorable resolution of pending litigation could have a material adverse effect on our financial condition.  Litigation may result in substantial costs and expenses and significantly divert the attention of our management regardless of the outcome.  There can be no assurance that we will be able to achieve a favorable settlement of pending litigation or obtain a favorable resolution of litigation if it is not settled.  In addition, current and future litigation, governmental proceedings or environmental matters could lead to increased costs or interruptions of our normal business operations.





5





The diversification of our business may not be successful.



|Item 1B | UNRESOLVED STAFF COMMENTS
|------- | -------------------------

Not applicable.

|Item 2 | PROPERTIES
|------ | ----------

The Company leases its Lincoln, Rhode Island corporate headquarters, housing both corporate offices and CAD segment administrative and warehouse facilities.  Our leased facility in Dong Guan City, China houses the CAD segment's manufacturing operations and the segment also leases administrative and/or warehouse facilities for its operations in the United Kingdom, France, Japan, Hong Kong, Taiwan, Singapore and China.  In addition, the CAD segment leases retail facilities in Massachusetts and the United Kingdom.

The Company's COG segment leases administrative and/or warehouse facilities in Florida and Colorado.

|Item 3 | LEGAL PROCEEDINGS
|------ | -----------------

The Company is named as one of approximately ninety defendants in a contribution suit brought by CCL/Unilever relating to the J.M. Mills Landfill Site (the "Site"), which is part of the Peterson/Puritan Superfund Site in Cumberland, Rhode Island.  These complaints allege that the Company is liable under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") for contribution for Site investigation costs.  Site investigation costs (excluding the required remedy) are currently estimated at $7 million.  Settlement discussions are ongoing and the Company expects that settlement will be reached at a level that is not material.

The Company expects that the Federal Environmental Protection Agency ("EPA") will select a remedy for the Site in the fall of 2010.  At that time, the EPA will initiate an administrative process (the "Special Notice Process") pursuant to CERCLA whereby the EPA will request that those entities that the EPA contends arranged for the disposal of hazardous materials at the Site (the PRPs), undertake the selected remedy at the Site.  The EPA contends that the Company is a PRP at the Site.  During the Special Notice Process, the Company and the other PRPs will engage in negotiations with the EPA regarding the remedy, and among themselves regarding the contribution of each PRP to overall remediation costs.  Neither the cost of the remedy nor the identity of all PRPs is known at this time.  Therefore it is not possible to assess the outcome of the Special Notice Process as it may relate to the Company's contribution to remediation costs.

The Company is involved in various other litigation and legal matters that have arisen in the ordinary course of business.  To its knowledge, management believes that the ultimate resolution of any of those existing matters will not have a material adverse effect on the Company's consolidated financial position or results of operations.

|Item 4 | (REMOVED AND RESERVED)
|------ | ----------------------



6



PART II



|Item 5 | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------ | ------------------------------------------------------------------------------------------------------------

Market Information

The Company's Class A common stock is traded on NASDAQ (symbol: ATX).  There is no established trading market for the Company's Class B common stock.  At January 2, 2010, there were approximately 1,100 shareholders of record of the Company's Class A common stock and two shareholders of record of the Company's Class B common stock.  The weighted average numbers of total shares outstanding was 14,771,975 and 14,986,643 during 2009 and 2008, respectively.

Market Price of and Dividends on the Registrant's Common Equity and Related Shareholder Matters

High and low sales prices of Class A common stock for the last two years were:

| | 2009    |       | 2008
| | ------- | ----- | ----
| | QUARTER | HIGH  | LOW 
| | First   | $3.06 |     
| | Second  | $4.95 |     
| | Third   | $4.97 |     
| | Fourth  | $6.93 |     

The Company intends to retain earnings to finance the growth of the Company.

Performance Graph

The following graph compares the performance of the Company's Class A common stock to the Russell 2000 Index (as the Company's peer group index), the NYSE Amex Composite and the NASDAQ Composite over the Company's last five years.  The graph assumes that the value of the investment in the Company's Class A common stock and each index was $100 at December 31, 2004 and that all dividends were reinvested.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
Among the A.T. Cross Company, the Russell 2000 Index
the NYSE Amex Composite and the NASDAQ Composite





7



|Company/Index/Composite | 2004   | 2005 | 2006   | 2007 | 2008   | 2009
|----------------------- | ------ | ---- | ------ | ---- | ------ | ----
|A.T. Cross Company      | 100.00 |      | 81.82  |      | 153.54 |     
|Russell 2000 Index      | 100.00 |      | 104.55 |      | 123.76 |     
|NYSE Amex Composite     | 100.00 |      | 125.35 |      | 149.75 |     
|NASDAQ Composite        | 100.00 |      | 101.41 |      | 114.05 |     

The Company has chosen the Russell Group 2000 as a meaningful peer group against which to compare its performance.  The Russell Group 2000 represents a broad based group of small capitalization stocks and is generally believed to be indicative of market performance for small capitalization companies.

Issuer Purchases of Equity Securities

|                                     | TOTAL
NUMBER
OF SHARESPURCHASED | AVERAGE
PRICE PAIDPER SHARE | TOTAL NUMBER
OF SHARES
PURCHASED AS
PART OF PUBLICLY
ANNOUNCED PLANSOR PROGRAMS | MAXIMUM NUMBER
OF SHARES THAT
MAY YET BE
PURCHASED
UNDER THE PLANSOR PROGRAMS
|------------------------------------ | ------------------------------- | --------------------------- | ------------------------------------------------------------------------------- | -----------------------------------------------------------------------------
|October 4, 2009 - October 31, 2009   | -                               |                             | -                                                                               |                                                                              
|November 1, 2009 - November 28, 2009 | -                               |                             | -                                                                               |                                                                              
|November 29, 2009 - January 2, 2010  | 1,502,667                       |                             | $3.46                                                                           |                                                                              
|Total                                | 1,502,667                       |                             | $3.46                                                                           |                                                                              

In 2008, the Company's Board of Directors authorized a plan to purchase up to 1.0 million shares of Cross Class A common stock, depending on market conditions.  Cumulatively, through the fourth quarter of 2009, the Company purchased approximately 0.4 million shares of stock under this plan for approximately $1.1 million at an average price per share of $2.72.  In 2009, the Company purchased a total of approximately 0.3 million shares under this plan for approximately $0.7 million at an average price per share of $2.48.  In the fourth quarter of 2009, the Company's Board of Directors approved and the Company executed a transaction to purchase 1.5 million shares of the Company's Class A common stock for approximately $5.2 million from Galal Doss, a Director of the Company.

|Item 6 | SELECTED FINANCIAL DATA
|------ | -----------------------

Five-Year Summary

|                                          | 2009     | 2008*    | 2007     | 2006     | 2005    
|----------------------------------------- | -------- | -------- | -------- | -------- | --------
|OPERATIONS:(THOUSANDS OF DOLLARS)         |          |          |          |          |         
|Net Sales                                 | $141,764 | $160,146 | $151,885 | $139,336 | $129,115
|Operating Income                          | 1,300    |          | 3,551    |          | 9,535   
|Net Income                                | 1,855    |          | 494      |          | 6,727   
|                                          |          |          |          |          |         
|PER SHARE DATA:(DOLLARS)                  |          |          |          |          |         
|Net Income Per Share                      | Basic    | 0.13     |          | 0.03     |         
|Diluted                                   | 0.13     |          | 0.03     |          | 0.43    
|                                          |          |          |          |          |         
|FINANCIAL POSITION:(THOUSANDS OF DOLLARS) |          |          |          |          |         
|Total Assets                              | 138,419  |          | 143,959  |          | 129,037 
|Long-Term Retirement Plan Obligations     | 14,726   |          | 14,681   |          | 5,067   
|Long-Term Debt, Less Current Maturities   | 19,721   |          | 21,721   |          | -       
|Other Long-Term Liabilities               | 2,672    |          | 4,447    |          | 4,106   
|Shareholders' Equity                      | 71,450   |          | 73,661   |          | 83,215  

* Included in 2008 is a $3.9 million charge to operating income and net income for an impairment of goodwill.



8



|Item 7 | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------ | -------------------------------------------------------------------------------------

Results of Operations

Overview

A.T. Cross Company is a leading designer and marketer of branded personal accessories including writing instruments, reading glasses, personal and business accessories and sunglasses.

The Company has been operating in a difficult economic environment in mature as well as competitive categories.  The Company has challenged itself to build upon its unique attributes in order to develop a vibrant, diversified and forward-looking company poised for sustainable growth and long-term profit.  Such attributes include: strong brand names, an over 160 year heritage, a reputation for quality and craftsmanship, a global distribution network, and a strong balance sheet.  The Company established several strategic initiatives to build upon these attributes and overcome its challenges, including: becoming an innovative leader in the fine writing category, extending the Cross brand into new categories, developing avenues for diversification, streamlining its CAD operating structure and seeking additional brand assets to add scale.  Details on how the Company's two business segments are achieving these initiatives are presented below.  The Company continues to look for appropriate acquisitions that will add to top and bottom line growth.

Cross Accessory Division ("CAD")

The Company has been a manufacturer and marketer of fine quality writing instruments since 1846.  Sold primarily under the Cross brand, ball-point, fountain and selectip rolling ball pens and mechanical pencils are offered in a variety of styles and finishes.Also under the Cross brand, CAD offers a variety of personal and business accessories including leather goods, reading glasses, watches, desk sets, cufflinks and stationery.  In the third quarter of 2009, CAD launched a FranklinCovey line of entry level price point refillable writing instruments.

CAD is competing vigorously to build its position in terms of product innovation, marketing and merchandising.  To this end, a number of initiatives, many of which are described below, have been implemented.  In 2009, approximately 10% of CAD revenue was derived from new products launched into the marketplace in 2009.  In 2009, CAD launched five new writing instrument product lines: C-Series, Cross Affinity, Cross Sentiment, Masquerade, and Stylist. Several new finishes were added to the Cross Century colors collection line and two new fashion colors were added to the Autocross line.  One seasonal print collection, Century II Turismo, launched in the spring as well as a Sentiment Breast Cancer Awareness pen, which is adorned with a pink ribbon, launched in the fall.  The Company also launched Cross Vienna, Cross Kingston, Cross Bailey, Cross Mason, and Cross Barclay lines for its office superstore customers for the 2009 holiday season.

In 2009, all leather goods, reading glasses, watches, desk sets, cufflinks and stationery represented approximately 7.4% of CAD sales.  We expanded our line of leather accessories by introducing new fashionable colors in select personal business accessories styles and new reader's styles.  The Company's watch collection expanded in 2009 with the addition of new styles that coordinated with key writing instrument products.  Additionally, we supplemented our cufflink assortment with an expanded offering of styles.

In addition to bringing new products to the market in 2009, Cross continued to expand merchandising programs around the globe.  The Company installed 19 Shop-in-Shops in the stores of existing major retail accounts and new display fixtures were installed in over 500 key doors globally.

The Cross brand has strong consumer awareness and, more importantly, consumers associate the Cross name with innovation, quality and style.  The strong awareness of our name and the positive attributes associated with our brand support the extension of the Cross brand into related personal accessory categories.  CAD has moved into categories that allow us to further utilize our existing sourcing infrastructure and global distribution network.  A priority for all of our brand extensions is to incorporate the quality, design and craftsmanship that consumers enjoy from Cross' fine writing instruments.  We have developed a foothold in these categories and look forward to further strengthening our presence in 2010.

Cross Optical Group ("COG")

The Company's COG segment consists of its wholly-owned subsidiary Cross Optical Group, Inc.  This business designs, manufactures and markets high-quality, high-performance polarized sunglasses under the brand names Costa and Native.



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Founded in Florida in 1983, the Costa brand has developed a superior reputation for its advanced polarized lens technology and fashionable, yet functional, frame design.  Costa upholds the Company's commitment to delivering exceptional product, innovation and quality to consumers.  Costa's lenses are renowned for their clarity; their patented 580 lens technology is widely considered to be the best performing sunglass lens in the marketplace.  Costa has expanded its marketing efforts in order to reach consumers beyond its core market, the saltwater fishing enthusiast in the southeastern United States.  The brand is developing consumer awareness in other fishing categories and geographies.  Costa's collection features a broad range of styles that appeal to a broad consumer demographic and is expanding geographically in both domestic and international markets.  Costa has a long-term commitment to conservation initiatives that protect and sustain vital fisheries.

Native, which was founded in 1994, also specializes in polarized sunglasses.  Native sunglasses are feature-rich, packed with technology and are priced from $89 to $139.  The collection consists primarily of high-performance sport wraps that are designed for mountain and trail enthusiasts who are active in the "human powered sports" such as biking, running and climbing.  Native frames are very light weight and known for their exceptional fit, features sought after by professional athletes and active sport enthusiasts alike.

The creation of the Cross Optical Group has proven to be very successful.  As a result, the Company is benefiting from revenue diversification and a substantial contribution to the bottom line.  In 2009, the COG segment grew its business 4.5% through new product introductions, the acquisition of Native and expanded distribution.

Comparison of Fiscal 2009 with Fiscal 2008

The following chart details net sales performance by segment and operating unit:

|(THOUSANDS OF DOLLARS) | FISCAL 2009            | FISCAL 2008 | PERCENTAGE CHANGE
|---------------------- | ---------------------- | ----------- | -----------------
|CAD                    | $  90,892              |             | $111,455         
|COG                    | 50,872                 |             | 48,691           
|                       | Consolidated Net Sales | $141,764    |                  

Consolidated net sales were $141.8 million in 2009 compared to $160.1 million in 2008.  The effect of foreign exchange was unfavorable to consolidated 2009 sales results by approximately $1.2 million, or 0.7 percentage points.

CAD sales were affected by worldwide economic problems as every region reported lower sales performance from a year ago.  The effect of foreign exchange was unfavorable to CAD 2009 sales results by approximately $1.2 million, or 1.0 percentage point.

COG sales in 2009 were driven by growth of the Costa brand and the inclusion of Native Eyewear.  The Costa increase was due to new product launches, aimed to appeal to women and college students, expanded distribution and an increase in repair revenue.

The following chart details gross profit margins for both segments as well as the consolidated gross profit margins:

|Gross Profit Margins: | FISCAL 2009                      | FISCAL 2008 | PERCENTAGE POINT CHANGE
|--------------------- | -------------------------------- | ----------- | -----------------------
|                      | CAD                              | 52.5%       |                        
|                      | COG                              | 57.0%       |                        
|                      | Consolidated Gross Profit Margin | 54.1%       |                        

Consolidated gross margins declined 1.7 percentage points in 2009 compared to 2008.  The decline in CAD gross margin was due largely to; the unfavorable effect of foreign exchange, particularly the Euro and British Pound, on revenue for the year, changes in channel and geographic mix compared to 2008 and increased promotional activity.  CAD segment gross margins were favorably impacted in 2009 by approximately $1.2 million due to the effect of a liquidation of LIFO layers and were decreased by approximately $0.7 million for the inflation impact on ending inventories accounted for on a LIFO basis.  In 2008, there was an approximate $3.7 million favorable impact due to the liquidation of LIFO layers and gross margins were decreased by approximately $1.4 million for the inflation impact on ending inventories accounted for on a LIFO basis.  COG segment gross margin were adversely affected by the weaker U.S. Dollar to Japanese Yen exchange rates in 2009 compared to the prior year and sales incentive promotional activities.

Consolidated selling, general and administrative ("SG&A") expenses were approximately $64.0 million, or 8.3% less than 2008.  SG&A expenses were 45.1% of sales in 2009 compared to 43.6% of sales in 2008.  SG&A expenses for the CAD segment of approximately $44.9 million were 49.4% of sales compared to $51.9 million, or 46.6% of sales, in 2008.  CAD segment administrative expenses remained flat in 2009 compared to 2008, while selling and marketing expenses decreased 22.0%.  Foreign currency exchange losses (gains) that are included in CAD



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segment SG&A expenses approximated $1.8 million and $(1.1) million in fiscal 2009 and 2008, respectively.  COG segment SG&A expenses of $19.1 million, were 7.1% higher than 2008 due to higher selling and marketing expenses.

Research and development ("R&D") expenses were approximately $2.8 million in 2009.  R&D expenses were 2.0% and 1.5% of sales in 2009 and 2008, respectively.  The higher R&D expenses were related to new product development activities in the COG segment.

There were no impairment charges in 2009 compared to a $3.9 million goodwill impairment charge in 2008.  In the fourth quarter of its fiscal year, the Company performs its annual goodwill and other indefinite-lived intangible assets impairment test.  For an analysis of goodwill and the assumptions used for impairment, see Notes A and E to the Company's consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

Restructuring charges of $1.9 million were recorded in the Company's CAD segment in fiscal 2009 compared to $2.5 million in fiscal 2008.  For an analysis of this restructuring program, see Note D to the Company's consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

Interest expense was $1.2 million in 2009 compared to $0.9 million in 2008.  The increase was due to the higher average level of borrowings and slightly higher average interest rates.

In 2009, the Company's effective tax benefit was 401.1% compared to the Federal tax rate of 35.0%.  This increase was due to the effect of income sourced from lower taxed foreign jurisdictions.  The income tax benefit was also favorably impacted by the recognition of $1.4 million of tax benefits, the realization of which was previously considered uncertain.  For an analysis of income taxes, see Note K to the Company's consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

As a result of the foregoing, consolidated net income in fiscal 2009 was $1.9 million ($0.13 basic and diluted net income per share) compared to fiscal 2008 net income of $0.5 million ($0.03 basic and diluted net income per share).

Comparison of Fiscal 2008 with Fiscal 2007

The following chart details net sales performance by segment and operating unit:

|(THOUSANDS OF DOLLARS) | FISCAL 2008            | FISCAL 2007 | PERCENTAGE CHANGE
|---------------------- | ---------------------- | ----------- | -----------------
|CAD                    | $111,455               |             | $115,313         
|COG                    | 48,691                 |             | 36,572           
|                       | Consolidated Net Sales | $160,146    |                  

Consolidated net sales were $160.1 million in 2008 compared to $151.9 million in 2007.  Sales of Native Eyewear, acquired on March 24, 2008 and included in the Cross Optical Group ("COG"), were $7.7 million in 2008.  The effect of foreign exchange was favorable to consolidated 2008 sales results by approximately $0.9 million, or 0.5 percentage points.

CAD sales were unfavorably affected by economic problems in the Americas, as every Americas retail channel reported lower sales performance from a year ago.  Offsetting the sales decline in the Americas were increased sales in the Asia and Europe, Middle East and Africa region ("EMEA") regions.  The sales increase in Asia was entirely due to foreign exchange.  The sales increase in the EMEA region was from emerging markets in India and the Middle East, which offset declines in Europe.  The effect of foreign exchange was unfavorable to EMEA 2008 sales results by approximately $0.6 million, or 1.3 percentage points.  The effect of foreign exchange was favorable to CAD 2008 sales results by approximately $0.9 million, or 0.8 percentage points.

COG sales in 2008 were driven by double-digit growth of the Costa brand and the inclusion of Native Eyewear.  The Costa increase was due to a number of new product launches, aimed to appeal to women and college students, expanded distribution and an increase in repair revenue.

The following chart details gross profit margins for both segments as well as the consolidated gross profit margins:

|Gross Profit Margins: | FISCAL 2008                      | FISCAL 2007 | PERCENTAGE POINT CHANGE
|--------------------- | -------------------------------- | ----------- | -----------------------
|                      | CAD                              | 54.3%       |                        
|                      | COG                              | 59.2%       |                        
|                      | Consolidated Gross Profit Margin | 55.8%       |                        

Consolidated gross margins declined 0.3 percentage points in 2008 compared to 2007.  The decline in CAD gross margin was due largely to increased promotional activity, particularly in the second half of the year.  CAD segment gross margins were favorably impacted in 2008 by approximately $3.7 million due to the effect of a liquidation of LIFO layers and were decreased by approximately $1.4 million for the inflation impact on ending inventories accounted for on a LIFO basis.  In 2007, there was an approximate $0.5 million favorable impact due to the effect of LIFO layers and deflation was nominal.  COG segment gross margin improved by 1.6 percentage points from 2007, due to the positive effects of the Native acquisition and productivity improvements.



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Consolidated selling, general and administrative ("SG&A") expenses were approximately $69.8 million, 4.3% higher than 2007.  SG&A expenses were 43.6% of sales in 2008 and 44.1% of sales in 2007.  SG&A expenses for the CAD segment were approximately $51.9 million, or 46.6% of sales, compared to $53.6 million, or 46.5% of sales, in 2007.  CAD segment selling and marketing expenses remained flat in 2008 compared to 2007, while administrative expenses decreased 8.1%.  Foreign currency exchange gains that are included in CAD segment SG&A expenses approximated $1.1 million and $0.1 million in fiscal 2008 and 2007, respectively.  COG segment SG&A expenses of $17.9 million included $3.4 million of SG&A expenses for Native Eyewear, which were incremental to 2007.  Excluding these incremental expenses, SG&A expenses for the COG segment were 8.6% higher than 2007.

Service and distribution ("S&D") costs were approximately $7.1 million in 2008.  S&D expenses were 4.4% and 3.9% of sales in 2008 and 2007, respectively.

Research and development ("R&D") expenses were approximately $2.4 million in 2008.  R&D expenses were 1.5% and 1.7% of sales in 2008 and 2007, respectively.

Restructuring charges of $2.5 million were recorded in the Company's CAD segment in fiscal 2008 compared to $0.3 million in fiscal 2007.  These charges were related to the 2008 restructuring program.  For an analysis of this restructuring program, see Note D to the Company's consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

In the fourth quarter of 2008, the Company performed its annual goodwill impairment tests.  The Company determined that the entire CAD segment goodwill was fully impaired and recorded a non-cash impairment charge of $3.9 million.  The CAD segment goodwill was the result of the acquisition of assets in 1999 associated with the Company's OEM effort.  There was no impairment of the COG segment goodwill or other indefinite-lived intangibles.  For an analysis of goodwill and the assumptions used for impairment, see Notes A and E to the Company's consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

Interest income was $0.1 million in 2008 compared to $0.3 million in 2007.  The decrease was due to lower average interest rates on invested funds.

Interest expense was $0.9 million in 2008 compared to $0.5 million in 2007.  The increase was due to the higher level of borrowings.

Other income (expense) was $0.1 million in 2008 compared to essentially zero in 2007.  The Company recorded $0.1 million of unrealized gain on short-term investments in 2008.

In 2008, the Company's effective tax rate was 82.1% compared to the Federal tax rate of 35.0%.  This increase was due to an impairment charge without a corresponding tax benefit (49.8 percentage point tax rate effect).  The income tax provision for the year was also favorably impacted by the recognition of tax benefits, the realization of which was previously considered uncertain.  These tax benefits favorably impacted the tax rate by approximately 4 percentage points.  For an analysis of income taxes, see Note K to the Company's consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

As a result of the foregoing, consolidated net income in fiscal 2008 was $0.5 million ($0.03 basic and diluted net income per share) compared to fiscal 2007 net income of $6.7 million ($0.45 basic net income per share and $0.43 diluted net income per share).

Liquidity and Capital Resources

Historically, the Company's sources of liquidity and capital resources have been its cash and cash equivalents ("cash"), short term investments, cash generated from operations and amounts available under the Company's line of credit.  These sources have been sufficient in the past to support the Company's routine operating requirements, capital projects, restructuring programs, contributions to the retirement plans, stock repurchase programs and debt service.  The Company expects its future cash needs in 2010 will be met by these historical sources of liquidity and capital.

Cash provided by operating activities was $11.5 million for fiscal 2009 reflecting continued positive cash generation from operations and effective working capital management.  These results reflect management's restructuring and cash management efforts designed to offset the impact of declines in sales due to the recession.  As a result, the Company was able to fund financing and investing activities described below, and end 2009 with a cash and short term investments balance of $17.7 million at January 2, 2010, down $2.2 million from January 3, 2009.

Total inventory was $25.3 million at January 2, 2010, a decrease of $1.1 million since January 3, 2009.  CAD inventory decreased $0.7 million and COG inventory decreased $0.4 million.  The primary reason for the decrease in CAD inventory was a continuing emphasis on managing the Company's supply chain in response to lower CAD revenues in 2009.



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Also impacting cash from operating activities in fiscal 2009 was the payment of $1.9 million in restructuring charges.  The Company has paid $2.4 million in restructuring charges related to programs initiated in 2008.  As a result of the initial restructuring programs, approximately 50 manufacturing positions and 27 sales and administrative positions in the United States, and four sales and administrative positions in the United Kingdom were affected.  The Company expanded its restructuring efforts in the third quarter of 2009 to further reduce headcount at its Lincoln and European facilities.  These restructuring programs were substantially complete by the end of 2009 and cash payments related to these programs is expected to be approximately $0.8 million in 2010.

The Company made cash contributions in 2009 of approximately $0.9 million to its defined contribution retirement plans and $0.1 million to its excess benefit plan.  The Company was not required to make a cash contribution to its defined benefit pension plans in 2009.  Subsequent to year end, the Company contributed $1.2 million to its domestic defined benefit pension plan.  The Company expects to contribute $1.5 million to its defined benefit pension plans, $0.8 million to its defined contribution retirement plans and $0.2 million to its excess benefit plan in 2010.  Additionally, the Company expects to meet or exceed its minimum funding requirements for its defined benefit plans in future years.  The Company anticipates these future funding requirements to be between $1.4 million and $2.9 million per year.

Cash used in investing activities of $12.2 million principally reflects additions to property, plant and equipment of approximately $5.1 million and the investment of excess cash in short term investments.  In fiscal 2010, the Company expects capital expenditures to be approximately $5.6 million.

Cash used in financing activities for the fiscal 2009 principally reflects the repayment of $2 million on the Company's credit facility and the repurchase of treasury shares under the company's stock buyback program and a specific buyback from a director as described below.  In 2008, the Company's Board of Directors authorized a plan to purchase up to 1.0 million shares of Cross Class A common stock, depending on market conditions.  Cumulatively, through the fourth quarter of 2009, the Company purchased approximately 0.4 million shares of stock under this plan for approximately $1.1 million at an average price per share of $2.72.  In 2009, the Company purchased a total of approximately 0.3 million shares under this plan for approximately $0.7 million at an average price per share of $2.48.  In the fourth quarter of 2009, the Company's Board of Directors approved and the Company executed a transaction to purchase 1.5 million shares of the Company's Class A common stock for approximately $5.2 million from Galal Doss, a Director of the Company.  In 2009, the Company purchased a total of approximately 1.8 million shares under both plans for approximately $5.9 million at an average price of $3.30.

As part of the acquisition of Native Eyewear, the Company assumed the liability of future payments associated with a "settlement in lieu of future royalties."  The payments will be $0.2 million each January through 2012.

The Company expects fiscal 2010 research and development expenses to be approximately $2.6 million.

The Company has a $35 million secured line of credit with a bank.  Under this agreement, the Company has the option to borrow at various interest rates depending upon the type of borrowings made and the Company's consolidated leverage ratio.  At January 2, 2010, the Company had $19.7 million outstanding on this line of credit, bearing interest at a rate of 3.23% and the unused and available portion was $15.3 million.  The Company was either in compliance with or has received a waiver of any defaults under its various debt covenants as of January 2, 2010.  The agreement requires the Company to maintain a minimum consolidated tangible net worth, computed at each year end, a maximum level of capital expenditures and a minimum ratio of adjusted EBITDA to required debt service payments over any four-quarter period, each of which is calculated in accordance with the agreement:

|COVENANTDESCRIPTION             |  | COVENANTREQUIREMENT                                                                                                     |  | CALCULATED COMPANYVALUE JANUARY 2, 2010
|------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------
|Tangible Net Worth              |  | Cannot be less than $40 million                                                                                         |  | $46 million                            
|Capital Expenditures            |  | Cannot exceed the greater of $10 million in a year or $10 million plus prior year expenditures less the $10 million cap |  | $5 million                             
|Consolidated Debt Service Ratio |  | Cannot exceed 2.5 to 1                                                                                                  |  | 1.7:1                                  

The Company believes that existing cash and cash provided by operations, supplemented as appropriate by the Company's borrowing arrangements, will be adequate to finance its foreseeable operating and capital requirements, the stock repurchase plans and contributions to the retirement plans.  Should operating cash flows in 2010 not materialize as projected, the Company has a number of planned alternatives to ensure that it will have sufficient cash to meet its operating needs.  These alternatives include implementation of strict cost controls on discretionary spending and delaying: non-critical research and development, capital projects and completion of the stock repurchase plan.

At the end of fiscal 2009, cash available for domestic operations was approximately $12.5 million and cash available for international operations was approximately $5.2 million.



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Contractual Obligations and Commercial Commitments

Interest rate swap agreements effectively fix the interest rate on a portion of the Company's line of credit at 3.64%.

The Company leases manufacturing, office and warehouse space and certain equipment under non-cancelable operating leases.  All leases expire prior to the end of 2017.  Future minimum lease payments under all non-cancelable leases, including renewal options the Company believes it will exercise, and other contractual obligations at January 2, 2010 were approximately:

|(THOUSANDS OF DOLLARS)               | TOTAL                                                                                                                                                                                                                                                                                                                            | LESS THAN 1 YEAR | 1 TO 3 YEARS | 3 TO 5 YEARS | MORE THAN 5 YEARS
|------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- | ------------ | ------------ | -----------------
|Line of Credit, Including Interest * | $20,523                                                                                                                                                                                                                                                                                                                          |                  | $        -   |              | $20,523          
|Operating Leases                     | 20,531                                                                                                                                                                                                                                                                                                                           |                  | 3,440        |              | 8,401            
|Uncertain Tax Liabilities            | 831                                                                                                                                                                                                                                                                                                                              |                  | 508          |              | 212              
|Pension Plan Obligations **          | 16,458                                                                                                                                                                                                                                                                                                                           |                  | 1,500        |              | 6,600            
|Legal Obligations ***                | 600                                                                                                                                                                                                                                                                                                                              |                  | 200          |              | 400              
|Purchase Obligations                 | 1,826                                                                                                                                                                                                                                                                                                                            |                  | 487          |              | 1,089            
|Total                                | $60,769                                                                                                                                                                                                                                                                                                                          |                  | $6,135       |              | $37,225          
|*                                    | Interest on the line of credit was calculated using the interest rate as of January 2, 2010 over the remaining life of the note.                                                                                                                                                                                                
|**                                   | The Company expects to meet or exceed its minimum funding requirements for its defined benefit retirement plans in future years.  Though there is uncertainty as to the exact amount and timing of these payments, the Company anticipates the future funding requirements to be between $1.4 million and $2.9 million per year.
|***                                  | As part of the acquisition of Native Eyewear, the Company assumed the liability of future payments associated with a "settlement in lieu of future royalties."                                                                                                                                                                  

Off Balance Sheet Arrangements

The Company has no material off balance sheet arrangements.

Accounting Standards Updates

For a description of accounting standards updates that affect the Company and the status of the Company's implementation thereof, see the "Accounting Standards Updates" section of Note A to the Company's consolidated financial statements in Item 8 of this Annual Report on Form 10-K.  None are expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

Impact of Inflation and Changing Prices

The Company's two operating segments are subject to the effects of general inflation as well as fluctuations in foreign currencies.  Policies and programs are in place to manage the potential risks in these areas.  The Company has generally been successful in controlling cost increases due to general inflation.  The Company continues to review its suppliers in order to obtain lower costs and higher quality on many of its raw materials and purchased components.

The Company normally enters into foreign currency exchange contracts to economically hedge that portion of its net financial position exposed to foreign currency fluctuations.

Critical Accounting Policies and Estimates

Management's discussion and analysis of financial condition, results of operations and cash flows are based upon our consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, as well as related disclosures of contingent liabilities.  We evaluate our policies and estimates on an ongoing basis, including those related to tax contingencies, inventory adjustments, warranty reserves, retirement obligations, impairment of assets and revenue recognition.  Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.



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We have identified the following policies as critical to an understanding of our results of operations and financial condition.  This is not a comprehensive list of our accounting policies.  In many cases, the accounting treatment of a particular transaction is specifically dictated by generally accepted accounting principles, with no need for management's judgment in its application.  There are also areas in which management's judgment in selecting any available alternative would not produce a materially different result.  For further discussion of our accounting policies, see Note A "Significant Accounting Policies" to the Company's consolidated financial statements in Item 8 of this Annual Report on Form 10-K.

Tax Contingencies.

Inventory Methods and Realizable Value.

Warranty Reserves.

Retirement Obligations.

Environmental Contingencies:



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Impairment Analysis.

The Company determined the fair values of its reporting unit's goodwill by preparing a discounted cash flow analysis using updated forward-looking projections of the unit's future operating results and by comparing the value of the reporting unit to the implied market value of selected peers of the reporting unit.  The significant assumptions used in the discounted cash flow analysis include: net income, the discount rate used to present value future cash flows, working capital requirements, and terminal growth rates.  Net income assumptions include sales growth, gross margin, and SG&A growth assumptions.  The discount rate used is a cost of equity method, which is essentially equal to the "market participant" weighted-average cost of capital ("WACC").  The Company determined the fair values of its trade names using a forward-looking relief from royalty model.  The significant assumptions used in the forward-looking relief from royalty method include: revenue growth, royalty rates and the discount rate.  The COG reporting unit's goodwill fair value substantially exceeded its carrying value by approximately 40% on both the income and market approaches, and the trade names fair values substantially exceeded their carrying values by more than 35%.  The Company performed a sensitivity analysis on our significant assumptions and has determined that a reasonable, negative change in its assumptions, as follows, would not impact our conclusion: reduce net income by 10%, reduce projected revenue growth by 10%, reduce projected royalty rate by 10%, increase the WACC by 100 basis points, or reduce terminal sales growth rate by 20%.

Revenue Recognition.

For additional information regarding management's estimates, see "Risk Factors" in Item 1A of this Annual Report on Form 10-K and "Forward-Looking Statements" below.

Purchase Price Allocation:

We accounted for the acquisition of Native Eyewear, Inc. under the purchase method of accounting, which provided that purchase prices be allocated to the net assets acquired and the liabilities assumed based on their estimated fair values at the date of acquisition.  As such, the purchase price of Native Eyewear, Inc. was allocated to the assets acquired and liabilities assumed at their estimated fair values as of the date of acquisition, and the excess of the purchase price paid over the estimated fair value of net assets acquired and the transaction costs is recorded as residual goodwill.  We completed our purchase of Native Eyewear, Inc. on March 24, 2008 for a total purchase price of approximately $19.5 million including assumed debt of approximately $1.0 million.

Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  The words "anticipate," "believe," "could," "should," "propose," "continue," "estimate," "expect," "intend," "may," "plan," "predict," "project," "will" and

similar terms and phrases are used in this Annual Report on Form 10-K to identify forward-looking statements, including but not limited to statements related to the introduction of new products; CAD's direct to consumer initiative; the performance of Cross branded writing instrument products; the Company's plans to identify acquisition targets; the availability of necessary raw materials and manufacturing technologies; the planned geographic and demographic expansion of Costa and Native; anticipated compliance with laws and regulations (including but not limited to environmental laws); and anticipated sufficiency of available working capital.  These statements relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable.  These statements also relate to our future prospects, developments and business strategies.



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These forward-looking statements are made based on management's expectations and beliefs concerning future events affecting the Company and are subject to uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond our control.  These uncertainties and factors could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements.  For a discussion of risks and uncertainties associated with these forward-looking statements, see "Risk Factors" in Item 1A of this Annual Report on Form 10-K.

Forward-looking statements speak only as of the date the statements are made.  You should not put undue reliance on any forward-looking statements.  The Company assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws.  If the Company does update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.  Additional information concerning these and other risks and uncertainties is contained in our other periodic filings with the SEC.

|Item 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Current economic conditions and market disruptions may adversely affect the Company's business and results of operations.  Financial markets throughout the world have been experiencing extreme disruption in recent months, including, among other things, volatility in security prices, diminished liquidity and credit availability, rating downgrades and declining valuations of certain investments, failure and potential failures of major financial institutions and unprecedented government support of financial institutions.  These developments and the related general economic downturn may adversely impact the Company's business and financial condition in a number of ways, including impacts beyond those typically associated with other recent downturns in the U.S. and foreign economies.  The current tightening of credit in financial markets and the general economic downturn may adversely affect the ability of Cross' customers, suppliers, and channel partners (e.g., distributors) to obtain financing for purchases and operations.  The tightening could result in a decrease in demand for the Company's products, negatively impact Cross' ability to collect its accounts receivable on a timely basis, result in additional reserves for uncollectible accounts receivable being required, and in the event of a contraction in Cross' sales, could require additional reserves for inventory obsolescence.

Foreign currency exchange rates and fluctuations in those rates may affect the Company's ability to realize projected growth rates in its sales and earnings.  The Company derives approximately 43% of its revenues from outside the United States.  The Company's ability to realize projected growth rates in sales and earnings could be adversely affected if the U.S. dollar strengthens significantly against foreign currencies.  The Company's foreign exchange exposure is generated primarily from its international operating subsidiaries.  The Company seeks to minimize the impact of foreign currency fluctuations by hedging certain foreign currency denominated balance sheet positions with foreign currency forward exchange contracts.  Most of these contracts are short-term, generally expire in one to three months and do not subject the Company to material market risk.  Although the Company has programs in place to manage foreign currency exchange risk on certain foreign currency denominated balance sheet positions, and on a portion of certain foreign currency denominated cash flows, significant volatility and fluctuations in the rates of exchange for the U.S. dollar against currencies such as the Euro, the British Pound and the Japanese Yen could adversely affect the Company's financial position and results of operations.

The Company maintains a $35 million secured line of credit with a bank.  Under this agreement, the Company has the option to borrow at various interest rates depending upon the type of borrowings made and the Company's consolidated leverage ratio.  The Company believes that changes in interest rates would not be material to its operations, due to its anticipated level of borrowings.  There was $19.7 million and $21.7 million outstanding under the Company's line of credit at January 2, 2010 and January 3, 2009, respectively.

The Company entered into interest rate swap agreements that effectively fix the interest rate on a portion of its line of credit at 3.64% per annum.  At January 2, 2010, the notional value of the interest rate swap was $15.0 million.





17







|Item 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------ | -------------------------------------------

INDEX

|                                                                                                              | PAGE                                                                                                          
|------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------
|                                                                                                              |                                                                                                               
|Report of Independent Registered Public Accounting Firm ----------------------------------------------------- | 18                                                                                                            
|Consolidated Financial Statements of the A.T. Cross Company:                                                  |                                                                                                               
|                                                                                                              |                                                                                                               
|                                                                                                              | Consolidated Balance Sheets as of January 2, 2010 and January 3, 2009 ------------------                      
|                                                                                                              | Consolidated Statements of Income for the Years Ended                                                         
|                                                                                                              |                                                                                                               
|                                                                                                              | Consolidated Statements of Comprehensive Income (Loss) for the Years Ended                                    
|                                                                                                              |                                                                                                               
|                                                                                                              | Consolidated Statements of Changes in Shareholders' Equity for the Years Ended                                
|                                                                                                              |                                                                                                               
|                                                                                                              | Consolidated Statements of Cash Flows for the Years Ended                                                     
|                                                                                                              |                                                                                                               
|                                                                                                              | Notes to Consolidated Financial Statements -------------------------------------------------------------------



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
A.T. Cross Company
Lincoln, Rhode Island

We have audited the accompanying consolidated balance sheets of A.T. Cross Company and subsidiaries (the "Company") as of January 2, 2010 and January 3, 2009, and the related consolidated statements of income, comprehensive income (loss), shareholders' equity, and cash flows for each of the three years in the period ended January 2, 2010.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 2, 2010 and January 3, 2009, and the results of its operations and its cash flows for each of the three years in the period ended January 2, 2010, in conformity with accounting principles generally accepted in the United States of America.



DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 15, 2010



18



CONSOLIDATED BALANCE SHEETS
A.T. CROSS COMPANY & SUBSIDIARIES

|(THOUSANDS OF DOLLARS AND SHARES)               |                                                                        | JANUARY 2, 2010                                            | JANUARY 3, 2009                                      
|----------------------------------------------- | ---------------------------------------------------------------------- | ---------------------------------------------------------- | -----------------------------------------------------
|                                                |                                                                        |                                                            |                                                      
|ASSETS                                          |                                                                        |                                                            |                                                      
|                                                | Current Assets                                                         |                                                            |                                                      
|                                                | Cash and cash equivalents                                              |                                                            | $  10,443                                            
|                                                | Short-term investments                                                 |                                                            | 7,217                                                
|                                                | Accounts receivable, net                                               |                                                            | 29,546                                               
|                                                | Inventories                                                            |                                                            | 25,329                                               
|                                                | Deferred income taxes                                                  |                                                            | 5,092                                                
|                                                | Other current assets                                                   |                                                            | 5,895                                                
|                                                |                                                                        |                                                            | Total Current Assets                                 
|                                                |                                                                        |                                                            |                                                      
|                                                | Property, Plant and Equipment, Net                                     |                                                            | 15,953                                               
|                                                | Goodwill                                                               |                                                            | 15,279                                               
|                                                | Intangibles, Net                                                       |                                                            | 10,383                                               
|                                                | Deferred Income Taxes                                                  |                                                            | 11,778                                               
|                                                | Other Assets                                                           |                                                            | 1,504                                                
|                                                |                                                                        |                                                            | Total Assets                                         
|                                                |                                                                        |                                                            |                                                      
|LIABILITIES AND SHAREHOLDERS' EQUITY            |                                                                        |                                                            |                                                      
|                                                | Current Liabilities                                                    |                                                            |                                                      
|                                                | Accounts payable                                                       |                                                            | $    6,382                                           
|                                                | Accrued compensation and related taxes                                 |                                                            | 5,504                                                
|                                                | Accrued expenses and other liabilities                                 |                                                            | 10,979                                               
|                                                | Retirement plan obligations                                            |                                                            | 2,378                                                
|                                                | Restructuring liabilities                                              |                                                            | 771                                                  
|                                                | Income taxes payable                                                   |                                                            | 577                                                  
|                                                |                                                                        |                                                            | Total Current Liabilities                            
|                                                |                                                                        |                                                            |                                                      
|                                                | Long-Term Debt                                                         |                                                            | 19,721                                               
|                                                | Retirement Plan Obligations                                            |                                                            | 14,726                                               
|                                                | Deferred Gain on Sale of Real Estate                                   |                                                            | 3,259                                                
|                                                | Other Long-Term Liabilities                                            |                                                            | 1,231                                                
|                                                | Accrued Warranty Costs                                                 |                                                            | 1,441                                                
|                                                | Commitments and Contingencies (Note M)                                 |                                                            | -                                                    
|                                                |                                                                        |                                                            | Total Liabilities                                    
|                                                | Shareholders' Equity                                                   |                                                            |                                                      
|                                                | Common stock, par value $1 per share:                                  |                                                            |                                                      
|                                                |                                                                        | Class A-authorized 40,000 shares, 17,660 shares issued and |                                                      
|                                                |                                                                        |                                                            | 11,854 shares outstanding at January 2, 2010, and    
|                                                |                                                                        |                                                            | 17,609 shares issued and 13,794 shares outstanding at
|                                                |                                                                        |                                                            | January 3, 2009                                      
|                                                |                                                                        | Class B-authorized 4,000 shares, 1,805 shares issued and   |                                                      
|                                                |                                                                        |                                                            | outstanding at January 2, 2010 and January 3, 2009   
|                                                | Additional paid-in capital                                             |                                                            | 23,574                                               
|                                                | Retained earnings                                                      |                                                            | 74,741                                               
|                                                | Accumulated other comprehensive loss                                   |                                                            | (10,998                                              
|                                                | Treasury stock, at cost, 5,806 shares in 2009 and 3,815 shares in 2008 | (35,332                                                    | )                                                    
|                                                |                                                                        |                                                            | Total Shareholders' Equity                           
|                                                |                                                                        |                                                            | Total Liabilities and Shareholders' Equity           
|See notes to consolidated financial statements.



19



CONSOLIDATED STATEMENTS OF INCOME
A.T. CROSS COMPANY & SUBSIDIARIES

|(THOUSANDS OF DOLLARS AND SHARES,            | YEARS ENDED                                 
|-------------------------------------------- | --------------------------------------------
|EXCEPT PER SHARE AMOUNTS)                    | JANUARY 2, 2010                             
|                                             |                                             
|Net sales                                    | $141,764                                    
|Cost of goods sold                           |                                             
|                                             | Gross Profit                                
|                                             |                                             
|Selling, general and administrative expenses | 63,978                                      
|Service and distribution costs               |                                             
|Research and development expenses            |                                             
|Goodwill impairment charge                   | -                                           
|Restructuring charges                        | 1,860                                       
|                                             | Operating Income                            
|                                             |                                             
|Interest income                              |                                             
|Interest expense                             |                                             
|Other income                                 |                                             
|Interest and Other (Expense) Income          |                                             
|                                             |                                             
|Income Before Income Taxes                   |                                             
|Income tax (benefit) provision               |                                             
|                                             | Net Income                                  
|                                             |                                             
|Net Income Per Share:                        |                                             
|                                             | Basic                                       
|                                             | Diluted                                     
|                                             |                                             
|Weighted Average Shares Outstanding:         |                                             
|                                             | Denominator for Basic Net Income Per Share  
|                                             | Effect of dilutive securities               
|                                             | Denominator for Diluted Net Income Per Share
|                                             |                                             

There is no anti-dilutive effect of securities for the three years presented above.



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
A.T. CROSS COMPANY & SUBSIDIARIES

|(THOUSANDS OF DOLLARS)                          | YEARS ENDED                                                
|----------------------------------------------- | -----------------------------------------------------------
|                                                |                                                            
|                                                |                                                            
|Net Income                                      | $    1,855                                                 
|Other Comprehensive Income (Loss):              |                                                            
|                                                | Foreign currency translation adjustments                   
|                                                | Unrealized gain (loss) on interest rate swap, net of tax   
|                                                | (provision) benefit of ($87) and $275                      
|                                                | Postretirement liability adjustment, net of tax (provision)
|                                                | benefit of ($152), $3,879 and ($411)                       
|                                                | Comprehensive Income (Loss)                                
|See notes to consolidated financial statements.



20



CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
A.T. CROSS COMPANY & SUBSIDIARIES



|(THOUSANDS OF DOLLARS AND SHARES)               | COMMON STOCK                                  |            |          |               |               
|----------------------------------------------- | --------------------------------------------- | ---------- | -------- | ------------- | --------------
|                                                | SHARES & DOLLAR AMOUNT                        | ADDITIONAL |          | OTHER         |               
|                                                | AT $1 PAR VALUE                               | PAID-IN    | RETAINED | COMPREHENSIVE | TREASURY STOCK
|                                                | CLASS A                                       | CLASS B    | CAPITAL  | EARNINGS      | LOSS          
|Balances at December 30, 2006                   | $16,799                                       |            | $1,805   |               | $17,345       
|                                                | Adoption of tax accounting standard           |            |          |               |               
|                                                | Grant of restricted stock for future services | 25         |          |               |               
|                                                | Stock option activity                         | 302        |          |               |               
|                                                | Tax benefit from stock-based awards           |            |          |               |               
|                                                | Stock purchase plan                           | 2          |          |               |               
|                                                | Non-cash stock-based directors' fees          | 7          |          |               |               
|                                                | Amortization of stock-based compensation      |            |          |               |               
|                                                | Stock option expense                          |            |          |               |               
|                                                | Foreign currency translation adjustments      |            |          |               |               
|                                                | Minimum pension liability adjustment          |            |          |               |               
|                                                | Net income                                    |            |          |               |               
|Balances at December 29, 2007                   | $17,135                                       |            | $1,805   |               | $20,202       
|                                                | Purchase of treasury stock                    |            |          |               |               
|                                                | Grant of restricted stock for future services | 446        |          |               |               
|                                                | Cancellation of restricted stock              |            |          |               |               
|                                                | Tax benefit from stock-based awards           |            |          |               |               
|                                                | Stock purchase plan                           | 3          |          |               |               
|                                                | Non-cash stock-based directors' fees          | 25         |          |               |               
|                                                | Amortization of stock-based compensation      |            |          |               |               
|                                                | Stock option expense                          |            |          |               |               
|                                                | Foreign currency translation adjustments      |            |          |               |               
|                                                | Minimum pension liability adjustment          |            |          |               |               
|                                                | Unrealized loss on interest rate swap         |            |          |               |               
|                                                | Net income                                    |            |          |               |               
|Balances at January 3, 2009                     | $17,609                                       |            | $1,805   |               | $21,431       
|                                                | Purchase of treasury stock                    |            |          |               |               
|                                                | Purchase of treasure stock from related party |            |          |               |               
|                                                | Cancellation of restricted stock              |            |          |               |               
|                                                | Tax provision from stock-based awards         |            |          |               |               
|                                                | Stock purchase plan                           | 5          |          |               |               
|                                                | Non-cash stock-based directors' fees          | 46         |          |               |               
|                                                | Amortization of stock-based compensation      |            |          |               |               
|                                                | Stock option expense                          |            |          |               |               
|                                                | Foreign currency translation adjustments      |            |          |               |               
|                                                | Minimum pension liability adjustment          |            |          |               |               
|                                                | Unrealized gain on interest rate swap         |            |          |               |               
|                                                | Net income                                    |            |          |               |               
|Balances at January 2, 2010                     | $17,660                                       |            | $1,805   |               | $23,574       
|See notes to consolidated financial statements.



21



CONSOLIDATED STATEMENTS OF CASH FLOWS
A.T. CROSS COMPANY & SUBSIDIARIES

|(THOUSANDS OF DOLLARS)                              | YEARS ENDED                                                 
|--------------------------------------------------- | ------------------------------------------------------------
|CASH PROVIDED BY (USED IN)                          | JANUARY 2, 2010                                             
|                                                    | Operating Activities:                                       
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|Net Cash Provided by (Used in) Operating Activities |                                                             
|                                                    | Investing Activities:                                       
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|Net Cash (Used in) Provided by Investing Activities |                                                             
|                                                    | Financing Activities:                                       
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|                                                    |                                                             
|Net Cash (Used in) Provided by Financing Activities |                                                             
|                                                    | Effect of exchange rate changes on cash and cash equivalents
|                                                    | (Decrease) Increase in Cash and Cash Equivalents            
|                                                    | Cash and cash equivalents at beginning of year              
|                                                    |                                                             
|                                                    |                                                             
|SUPPLEMENTAL INFORMATION:                           |                                                             
|                                                    | Income taxes (refunded) paid, net                           
|                                                    | Interest paid                                               
|See notes to consolidated financial statements.     |                                                             



22



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A.T. CROSS COMPANY & SUBSIDIARIES
JANUARY 2, 2010

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Nature of Operations:

The Company has two reportable segments: Cross Accessory Division ("CAD"), and Cross Optical Group

The Company operates on a 52/53 week fiscal year, ending on the last Saturday closest to December 31, and consists of 13 week fiscal quarters.  Fiscal 2008 was a 53 week year with 14 weeks in the fourth quarter.  The Company has historically recorded its highest sales in the fourth quarter.

The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure.  Subsequent events have been evaluated to the date of issuance of these financial statements.

The accounting policies of the Company are described in this summary of significant accounting policies.

Accounting for Estimates:

Cash Equivalents and Short-Term Investments:

Allowance for Doubtful Accounts:

|                                                    |                             | YEARS ENDED    
|--------------------------------------------------- | --------------------------- | ---------------
|(THOUSANDS OF DOLLARS)                              | JANUARY 2, 2010             | JANUARY 3, 2009
|Allowance for Doubtful Accounts - Beginning of Year | $1,068                      |                
|                                                    | Charged to bad debt expense | 691            
|                                                    | Deductions                  | (630           
|Allowance for Doubtful Accounts - End of Year       | $1,129                      |                

Inventories:



23



Property, Plant and Equipment, and Related Depreciation:

| | Furniture & Fixtures              | 2 to 10  |  | Years
| | --------------------------------- | -------- |  | -----
| | Machinery & Equipment             | 2 to 10  |  | Years
| | Leasehold Improvements            | 3 to 15  |  | Years
| | Vehicles, Tooling and Desktop PCs | 2 to   5 |  | Years

The components of Property, Plant and Equipment are as follows:

|                       |                               | YEARS ENDED    
|---------------------- | ----------------------------- | ---------------
|(THOUSANDS OF DOLLARS) |                               | JANUARY 2, 2010
|                       | Leasehold improvements        |                
|                       | Machinery and equipment       |                
|                       |                               |                
|                       | Less accumulated depreciation |                
|                       |                               |                

Long-Lived Assets:

Goodwill and Other Intangible Assets:

Warranty Costs:

|                                           |                                                | YEARS ENDED    
|------------------------------------------ | ---------------------------------------------- | ---------------
|(THOUSANDS OF DOLLARS)                     | JANUARY 2, 2010                                | JANUARY 3, 2009
|Accrued Warranty Costs - Beginning of Year |                                                | $1,823         
|                                           | Warranty costs paid                            | (592           
|                                           | Warranty costs accrued                         | 375            
|                                           | Impact of changes in estimates and assumptions | 330            
|                                           | Warranty liabilities assumed                   | -              
|                                           | Accrued Warranty Costs - End of Year           |                

Revenue Recognition:



24



Marketing Support Costs:

Derivatives:

Realized and unrealized gains and losses on contracts intended to hedge specific forecasted transactions or commitments, if any, that are designated and qualify for hedge accounting are deferred and recorded as a component of accumulated other comprehensive income (loss) and accounted for as part of the transaction.  Contracts are recorded at fair value on the balance sheet as a component of other current assets or accrued expenses and other liabilities.

The Company also uses interest rate swaps to manage its exposure to changing interest rates that result from variable rate debt.  These swaps effectively fix the interest rate on a portion of the Company's line of credit at 3.64%.

Stock-Based Compensation:

Income Taxes:

The Company records a liability associated with an uncertain income tax benefit, for a position taken or intended to be taken, if we determine that it is not more likely than not that such benefit will be sustained upon review of the taxing authority.  The Company also records a tax position as the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.  The Company believes that all estimates of uncertain tax position liabilities are in accordance with generally accepted accounting principles ("GAAP") and all estimates are reasonable.

Basic and Diluted Net Income Per Share:

Environmental Contingencies:



25



NOTE B - INVENTORIES

Domestic writing instrument inventories, approximating $1.1 million and $1.7 million at January 2, 2010 and January 3, 2009, respectively, are priced at the lower of LIFO cost or market.  The remaining inventories are priced at the lower of FIFO cost or market.  If the FIFO method of inventory valuation had been used for those inventories priced using the LIFO method, inventories would have been approximately $3.5 million and $3.9 million higher than reported at January 2, 2010 and January 3, 2009, respectively.  During fiscal 2009, domestic writing instrument inventory quantities were reduced resulting in a liquidation of LIFO inventory quantities carried at lower costs prevailing in prior years as compared with the cost of current purchases.  The effect of this liquidation was to increase net income by approximately $0.8 million.

The components of inventory are as follows:

|                       | YEARS ENDED    
|---------------------- | ---------------
|(THOUSANDS OF DOLLARS) | JANUARY 2, 2010
|                       | Finished goods 
|                       | Work in process
|                       | Raw materials  
|                       |                

NOTE C - ACQUISITION OF NATIVE EYEWEAR, INC. ("NATIVE")

On March 24, 2008, the Company completed the acquisition of all of the outstanding shares of Native Eyewear, Inc., a designer and marketer of a branded line of sport polarized sunglasses and goggles.  The acquisition of Native is part of the Company's strategy of becoming a leading designer and marketer of branded personal and business accessories.  We accounted for this acquisition under the purchase method of accounting, which provided that the purchase price be allocated to the net assets acquired and the liabilities assumed based on their estimated fair values at the date of acquisition.  The excess of the purchase price over the fair value of the net assets acquired approximated $11.9 million, which is deductible for income tax purposes.  One of the acquired intangibles, the Native trade name, is deemed to have an indefinite life and will not be amortized.  The results of operations of Native since March 24, 2008 are included in the consolidated statements of income of the Company.

As of April 4, 2009, the Company finalized the valuation of Native Eyewear, Inc.'s intangible assets.  The Company executed an integration plan, including the consolidation of redundant activities.  In 2009, integration costs and asset valuation adjustments of $0.8 million were recorded as an adjustment to goodwill.  Through January 2, 2010, $0.8 million of integration costs have been incurred and paid.  Native is reported in the Company's Cross Optical Group segment.

The following is the allocation of the purchase price of Native:

|(THOUSANDS OF DOLLARS)            |                                       |           
|--------------------------------- | ------------------------------------- | ----------
|Cash Purchase Price               | $ 17,861                              |           
|Debt Assumed                      | 985                                   |           
|Acquisition and Integration Costs | 1,421                                 |           
|Cash Acquired                     | (266                                  | )         
|Total Purchase Price              | $ 20,001                              |           
|Final Allocation:                 |                                       |           
|Assets Acquired                   |                                       |           
|                                  | Accounts receivable                   | $      978
|                                  | Inventories                           | 2,067     
|                                  | Property, plant and equipment         | 271       
|                                  | Goodwill                              | 11,936    
|                                  | Intangible assets                     | 7,502     
|                                  | Other                                 | 71        
|Liabilities Assumed               |                                       |           
|                                  | Accounts payable and accrued expenses | (2,473    
|                                  | Accrued payroll and related benefits  | (351      
|Net Assets Acquired               | $ 20,001                              |           



26



The following unaudited pro forma financial information summarizes the estimated combined results of operations of the Company and Native assuming that the acquisition had taken place on January 1, 2006.  The unaudited pro forma combined results of operations were prepared on the basis of information provided to the Company by the former management of Native.

|(THOUSANDS OF DOLLARS,     | YEARS ENDED    
|-------------------------- | ---------------
|EXCEPT PER SHARE AMOUNTS)  | JANUARY 3, 2009
|Net Sales                  | $ 162,201      
|Net Income                 | $        105   
|Basic Earnings Per Share   | $ 0.01         
|Diluted Earnings Per Share | $ 0.01         

NOTE D - RESTRUCTURING CHARGES

In 2003, the Company announced a corporate restructuring program of its Cross Accessory Division

|(THOUSANDS OF DOLLARS)        | SEVERANCE &RELATED EXPENSES    | PROFESSIONALFEES & OTHER | TOTAL   
|----------------------------- | ------------------------------ | ------------------------ | --------
|Balances at December 30, 2006 | $ 636                          |                          | $      -
|                              | Restructuring charges incurred | (10                      | )       
|                              | Cash payments                  | (626                     | )       
|Balances at December 29, 2007 | $      -                       |                          | $      -

In 2008, the Company restructured Cross Accessory Division ("CAD") Lincoln based manufacturing operations in order to increase its competitiveness in the global marketplace by further leveraging the investment in China manufacturing operations.  The Company also closed several underperforming retail stores and reduced headcount at its Lincoln facility.  These restructuring programs, which were substantially complete by end of the first quarter of 2009, moved Lincoln manufacturing operations to the Company's China facility and reduced the total retail store count by four.  Approximately 50 manufacturing positions and 27 sales and administrative positions in the United States, and four sales and administrative positions in the United Kingdom were affected by these programs.  In the third quarter of 2009, the Company expanded its restructuring efforts to further reduce headcount at its Lincoln and European facilities.  Approximately $1.9 million of restructuring charges were recognized in 2009.  The Company incurred pre-tax restructuring charges of approximately $4.4 million since the inception of these programs.  Of this $4.4 million, approximately $2.4 million was for severance and related expenses and approximately $2.0 million was for transition and other costs.  The Company expects to incur $4.4 million in restructuring charges over the life of these programs.

The following is a tabular presentation of the restructuring liabilities related to this plan:

|(THOUSANDS OF DOLLARS)        | SEVERANCE &RELATED EXPENSES    | PROFESSIONALFEES & OTHER | IMPAIRMENTOF ASSETS | TOTAL
|----------------------------- | ------------------------------ | ------------------------ | ------------------- | -----
|Balances at December 29, 2007 | $       -                      |                          | $      -            |      
|                              | Restructuring charges incurred | 807                      |                     | 475  
|                              | Non-cash charges               | -                        |                     | -    
|                              | Cash payments                  | (33                      | )                   | (413 
|                              | Foreign exchange effects       | (2                       | )                   | (1   
|Balances at January 3, 2009   | $  772                         |                          | $   61              |      
|                              | Restructuring charges incurred | 1,517                    |                     | 343  
|                              | Cash payments                  | (1,618                   | )                   | (308 
|                              | Foreign exchange effects       | 5                        |                     | (1   
|Balances at January 2, 2010   | $  676                         |                          | $   95              |      



27



NOTE E - GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and indefinite-lived intangible assets are not amortized but are subject to annual impairment tests, more frequently if events or circumstances occur that would indicate a potential decline in their fair value.  The Company has identified two reporting units, consisting of the CAD and COG segments.  The Company performs the assessments annually during the fourth quarter or on an interim basis if potential impairment indicators arise.  The fair value of the reporting unit's goodwill is determined using established income and market valuation approaches and the fair value of other indefinite-lived intangible assets, consisting of two COG segment trade names, is determined using a forward relief from royalty method.

In 2009, the Company's annual impairment tests indicated that all remaining goodwill and indefinite-lived intangibles were not impaired.  In 2008, the Company's annual impairment testing indicated that the there was a full impairment of the CAD reporting unit's goodwill and the Company recorded a non-cash impairment charge of $3.9 million in the fourth quarter of 2008.  This represents the accumulated goodwill impairment loss as of January 2, 2010 and January 3, 2009.  The CAD reporting unit's goodwill was the result of the acquisition of assets in 1999 associated with the Company's OEM effort.

At January 2, 2010 and January 3, 2009, the carrying value of goodwill was approximately $15.3 million and $14.5 million, respectively.  Goodwill resulting from the 2008 acquisition of Native was $11.9 million, $11.2 million of which was recorded in 2008.  The entire $0.7 million increase in goodwill was due to integration costs related to the acquisition of Native Eyewear.  The $15.3 million goodwill balance at January 2, 2010, $11.9 million of which is expected to be tax deductible, related entirely to the COG segment.  Other intangibles consisted of the following:

|(THOUSANDS OF DOLLARS) | JANUARY 2, 2010        |                         | JANUARY 3, 2009     
|---------------------- | ---------------------- | ----------------------- | --------------------
|                       | GROSS
CARRYINGAMOUNT   | ACCUMULATEDAMORTIZATION | OTHER
INTANGIBLESNET
|Amortized:             |                        |                         |                     
|                       | Trademarks             | $  9,108                |                     
|                       | Patents                | 3,168                   |                     
|                       | Customer relationships | 3,170                   |                     
|                       | Non-compete agreements | 800                     |                     
|                       |                        | $16,246                 |                     
|Not Amortized:         |                        |                         |                     
|                       | Trade names            |                         |                     
|Intangibles, Net       |                        |                         | $10,383             

The Company amortizes patents and trademarks over an average five-year life, customer relationships over a seven-year life and non-compete agreements over a four-year life.  Amortization expense was approximately $1.0 million, $0.9 million and $0.5 million for fiscal years 2009, 2008 and 2007, respectively.  The estimated future amortization expense for other intangibles remaining as of January 2, 2010 is as follows:

|(THOUSANDS OF DOLLARS) | 2010 | 2011 | 2012 | 2013 | 2014 | Thereafter |     
|---------------------- | ---- | ---- | ---- | ---- | ---- | ---------- | ----
|                       | $925 |      | $832 |      | $625 |            | $521



NOTE F - LINE OF CREDIT

In the first quarter of 2008 and in the first and fourth quarter of 2009, the Company amended its secured revolving line of credit with Bank of America, N.A.  Under the amended line of credit agreement, the bank agreed to make loans to the Company in an aggregate amount not to exceed $35.0 million, including up to $5.0 million equivalent in Eurocurrency loans denominated in pounds sterling or Euro ("Eurocurrency Loans") and up to $30.0 million of other committed loans to the Company ("Committed Loans") at any time.  As part of the aggregate availability, the bank may also issue up to $5.0 million in letters of credit.  Subject to the limits on availability and the other terms and conditions of this credit agreement, amounts may be borrowed, repaid and reborrowed without penalty.  This amended credit facility matures and amounts outstanding must be paid on March 31, 2011.

The interest rate for the Committed Loans will be, at the Company's option, either (i) the London Interbank Offered Rate ("LIBOR") plus an applicable margin or (ii) the higher of the federal funds rate plus 50 basis points or the bank's prime rate plus an applicable margin.  The interest rate for any Eurocurrency Loans will be an interest settlement rate



28



for deposits in pounds sterling or Euro plus an applicable margin.  The applicable margin for LIBOR and Eurocurrency loans will be an amount between 2.25% and 3.00%, and the applicable margin for federal funds or the bank's prime rate will be an amount between 1.00% and 1.25%, which will vary from time to time based upon the Company's consolidated leverage ratio.

Under the line of credit agreement, the Company has agreed to comply with certain affirmative and negative covenants.  The most restrictive covenant restricts the Company from declaring cash dividends on its common stock.  The agreement requires the Company to maintain a minimum consolidated tangible net worth, computed at each year end, a maximum level of capital expenditures and a minimum ratio of adjusted EBITDA to required debt service payments over any four-quarter period, each of which is calculated in accordance with the agreement.  Amounts due under the credit agreement are guaranteed by certain domestic and foreign subsidiaries of the Company.  Amounts due are also secured by a pledge of the assets of the Company and those of certain of its domestic subsidiaries.

At January 2, 2010, the outstanding balance of the Company's amended line of credit was $19.7 million, bearing an interest rate of approximately 3.23%, and the unused and available portion, according to the terms of the amended agreement, was $15.3 million.  At January 3, 2009, the outstanding balance of the Company's line of credit was $21.7 million, bearing an interest rate of approximately 3.18%, and the unused and available portion, according to the terms of the agreement, was $13.3 million.

NOTE G - ACCUMULATED OTHER COMPREHENSIVE LOSS ITEMS

|(THOUSANDS OF DOLLARS)      | CUMULATIVE
TRANSLATIONADJUSTMENTS | POSTRETIREMENT
LIABILITYADJUSTMENT | INTEREST
RATE SWAPAGREEMENTS | ACCUMULATED
OTHER
COMPREHENSIVELOSS
|--------------------------- | --------------------------------- | ---------------------------------- | ---------------------------- | -----------------------------------
|Balances at January 3, 2009 | $(2,317                           | )                                  | $(9,127                      | )                                  
|                            | Current period change             | 716                                |                              | 81                                 
|Balances at January 2, 2010 | $(1,601                           | )                                  | $(9,046                      | )                                  

NOTE H - FINANCIAL INSTRUMENTS

The following table details the United States dollar equivalent of foreign exchange contracts outstanding at January 2, 2010 and January 3, 2009, along with maturity dates and any unrealized gain.  The net unrealized gain is recorded in SG&A in the consolidated statements of income, since the Company did not apply hedge accounting to these contracts.

|(THOUSANDS OF DOLLARS) | CONTRACT AMOUNTU.S. $ EQUIVALENT | MATURITYDATE | UNREALIZEDGROSS GAIN (LOSS)
|---------------------- | -------------------------------- | ------------ | ---------------------------
|January 2, 2010        |                                  |              |                            
|                       | Euro                             | $ 5,551      |                            
|                       | Sterling                         | 67           |                            
|                       | Japanese Yen                     | 4,636        |                            
|                       | Hong Kong Dollar                 | 3,877        |                            
|                       | Taiwan Dollar                    | 1,423        |                            
|Total                  |                                  | $15,554      |                            
|January 3, 2009        |                                  |              |                            
|                       | Euro                             | $10,277      |                            
|                       | Sterling                         | 2,904        |                            
|                       | Japanese Yen                     | 4,730        |                            
|                       | Hong Kong Dollar                 | 3,869        |                            
|                       | Taiwan Dollar                    | 1,357        |                            
|Total                  |                                  | $23,137      |                            

Foreign currency exchange (losses) gains that are included in SG&A expenses approximated $(1.8) million, $1.1 million and $0.1 million in fiscal 2009, 2008 and 2007, respectively.

In the second quarter of 2008, the Company entered into three interest rate swap agreements with a total initial notional amount of $15.0 million and a term of three years.  These swaps effectively fix the interest rate on a portion of the Company's three-year line of credit at approximately 3.64%.  Amounts paid or received under these swap agreements are recorded as adjustments to interest expense.  The Company measures hedge ineffectiveness using the "hypothetical" derivative method.  These swaps have been designated as a cash flow hedge and the effect of the



29



mark-to-market valuations are recorded as an adjustment, net of tax, to accumulated other comprehensive loss.  From inception to January 2, 2010, the effect of the mark-to-market valuations, net of tax, was an unrealized loss of approximately $0.4 million and is included as a component of accumulated other comprehensive loss.  At January 2, 2010, the combined notional value of these three interest rate swaps was $15.0 million.

The fair value of forward foreign exchange contracts, based on quoted spot exchange rates, are reported in other current assets or accrued expenses and other liabilities.  The fair value of cash and cash equivalents approximates the recorded amounts, due to the short period of time to maturity.  The carrying amount of long-term debt approximates fair value as a result of the variable interest rate.  The fair value of the interest rate swap agreements entered into in the second quarter of 2008, based upon market observable data, was ($0.5) million and ($0.8) million at January 2, 2010 and January 3, 2009, respectively, and was reported in accrued expenses and other liabilities.

NOTE I - EMPLOYEE BENEFIT PLANS

The Company has non-contributory defined benefit pension plans and a defined contribution retirement plan (consisting of savings plans and a non-contributory profit sharing plan), which cover substantially all domestic employees.

On March 30, 2006, the Company's Board of Directors voted to freeze the Company's domestic non-contributory defined benefit pension plan effective May 20, 2006.  The Board also approved enhancements to the Company's existing defined contribution retirement plan retroactive to January 1, 2006.  Additionally, the Company provided enhanced transitional benefits for a period of three years to employees close to normal retirement age.

The Company's matching contributions to its savings plans are made all in cash.  In fiscal 2009, 2008 and 2007 expenses related to this plan were approximately $0.9 million, $1.1 million and $0.9 million, respectively.  There were no profit sharing plan contributions during this three-year period.  The Company also maintains a deferred compensation plan that is offered to certain key executives and non-employee directors.  Employees of foreign subsidiaries generally receive retirement benefits from Company sponsored defined benefit or defined contribution plans or from statutory plans administered by governmental agencies in their countries.  The Company does not provide its employees with any postretirement benefits other than those described above.

The Company's measurement date for these benefits is the Company's fiscal year end.

Benefits under the defined benefit plans are based on the employee's years of service and compensation, as defined.  While there is no requirement under any of these plans to invest in the Company's stock, the defined contribution retirement plan offers the Company's stock as an investment option.  The Company's funding policy is consistent with applicable local laws and regulations.

The following chart sets forth the defined benefit plans' combined funded status and amounts recognized in the Company's consolidated balance sheet at the end of each fiscal year:

|(THOUSANDS OF  DOLLARS)                  | 2009                                           | 2008    
|---------------------------------------- | ---------------------------------------------- | --------
|Change in Projected Benefit Obligation   |                                                |         
|                                         | Benefit obligation at end of prior year        | $ 47,265
|                                         | Service cost                                   | 100     
|                                         | Interest cost                                  | 3,001   
|                                         | Curtailments/Settlements                       | (3,381  
|                                         | Actuarial loss                                 | 2,131   
|                                         | Benefits paid                                  | (2,166  
|                                         | Administrative expenses paid                   | (123    
|Benefit Obligation at End of Year        | $ 46,827                                       |         
|Change in Plan Assets                    |                                                |         
|                                         | Fair value of plan assets at end of prior year | $ 30,832
|                                         | Actual return on plan assets                   | 4,058   
|                                         | Employer contributions                         | 146     
|                                         | Plan settlements                               | (2,378  
|                                         | Benefits paid                                  | (2,166  
|                                         | Administrative expenses paid                   | (123    
|Fair Value of Plan Assets at End of Year | $ 30,369                                       |         



30



|(THOUSANDS OF  DOLLARS)                                          | 2009                                                        | 2008     
|---------------------------------------------------------------- | ----------------------------------------------------------- | ---------
|Funded Status                                                    |                                                             |          
|                                                                 | Deficiency of plan assets over projected benefit obligation | $(16,458 
|                                                                 | Unrecognized net transition obligation                      | -        
|                                                                 | Unrecognized prior service cost                             | 94       
|                                                                 | Unrecognized net actuarial loss                             | 13,513   
|Accrued Pension Cost (Included in Retirement Plan Obligations)   | $  (2,851                                                   | )        
|                                                                 |                                                             |          
|Amounts Recognized in the Consolidated Balance Sheets Consist of |                                                             |          
|                                                                 | Accrued benefit cost - current                              | $  (1,732
|                                                                 | Accrued benefit cost - long-term                            | (14,726  
|                                                                 | Accumulated other comprehensive loss                        | 13,607   
|Net Recognized Amount                                            | $  (2,851                                                   | )        
|                                                                 |                                                             |          
|Accumulated Benefit Obligation                                   | $ 46,827                                                    |          



|(THOUSANDS OF  DOLLARS)                 | 2009                                  | 2008       | 2007     
|--------------------------------------- | ------------------------------------- | ---------- | ---------
|Components of Net Periodic Benefit Cost |                                       |            |          
|                                        | Service cost                          | $      100 |          
|                                        | Interest cost                         | 3,001      |          
|                                        | Expected return on plan assets        | (2,504     | )        
|                                        | Amortization of transition obligation | 7          |          
|                                        | Amortization of prior service cost    | 31         |          
|                                        | Recognized net actuarial (gain) loss  | 386        |          
|                                        | Settlement gain                       | (185       | )        
|Net Periodic Benefit Cost               | $     836                             |            | $      95



|                                       | 2009                           | 2008    | 2007    
|-------------------------------------- | ------------------------------ | ------- | --------
|Assumptions:                           | DOMESTIC                       | FOREIGN | DOMESTIC
|Weighted Average Assumptions Used      | PLANS                          | PLANS   | PLANS   
|to Determine Benefit Obligation        |                                |         |         
|                                       | Discount rate                  | 5.88%   | 5.90%   
|                                       | Rate of compensation increase  | N/A     | N/A     
|Weighted Average Assumptions Used      |                                |         |         
|to Determine Net Periodic Benefit Cost |                                |         |         
|                                       | Discount rate                  | 6.17%   | 5.70%   
|                                       | Expected return on plan assets | 7.80%   | 4.0%    
|                                       | Rate of compensation increase  | N/A     | N/A     



The Company decreased the discount rate on domestic plans to 5.88% in 2009 from 6.17% in 2008 to reflect market interest rate conditions.  In establishing the long-term rate of return on assets assumption of 7.8%, the Company indexed its targeted allocation percentage by asset category against the long-term expected returns on the frozen domestic plan for those asset categories.  That weighted-average return approximates 7.8%.  The Company monitors investment results against benchmarks such as the Russell 1000 Growth Index and the Russell 2000 Value Index for the equity portion of the portfolio and the Barclays Capital US Long Credit A+ Index for fixed income investments.  Meeting or exceeding those benchmarks over time would provide a reasonable expectation of achieving the 7.8% assumption.



31



|Plan Asset Information:
Asset Category | TARGET
ALLOCATIONFYE2010 | ALLOCATION
PERCENTAGEFYE2009 | ALLOCATION
PERCENTAGEFYE2008
|-------------------------------------- | ------------------------ | ---------------------------- | ----------------------------
|                                       | Domestic Equities        | 35%                          |                             
|                                       | International Equities   | 10%                          |                             
|                                       | Fixed Income Securities  | 40%                          |                             
|                                       | All Asset Fund           | 15%                          |                             
|                                       | Cash/Other               | 0%                           |                             
|                                       |                          | 100%                         |                             

The investment objective of the Plan is to exceed the actuarial long-term rate of return on assets assumption of 7.8%.  To that end, it is the Plan's practice to invest the assets in accordance with the targeted allocation established for each asset category.  These targeted asset allocation ranges have been established in accordance with the overall risk and return objectives of the portfolio.  The Plan employs other risk management practices that stress diversification and liquidity.  For equity investments, no more than 10% of the equity portfolio can be invested in one issuer and typically no more than 20% of equity assets can be invested in one industry.  Shares must be listed on major stock exchanges to assure liquidity.  Debt securities are similarly governed by risk management rules.  No more than 5% of the total portfolio may be invested in one issuer (except the United States government), and no one issuer can exceed 5% of the outstanding shares of that issuer.  There are also quality ratings associated with debt securities that the Plan managers must adhere to.  Certain assets or transactions are prohibited in the management of Plan assets, such as commodities, real estate (except mutual funds or REITS), venture capital, private placements, purchasing securities on margin and short selling.

The Company expects to contribute $1.5 million to its defined benefit pension plan, $0.8 million to its defined contribution retirement plan and $0.2 million to its excess benefit plan in 2010.

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

|(THOUSANDS OF DOLLARS) | 2010   | 2011 | 2012   | 2013 | 2014   | 2015 - 2019
|---------------------- | ------ | ---- | ------ | ---- | ------ | -----------
|                       | $2,023 |      | $2,094 |      | $2,234 |            

The fair value framework requires the categorization of pension plan assets into three levels based upon the assumptions (inputs) used to price the pension plan assets.  Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment.  The three levels are defined as follows:



|Level 1 | Unadjusted quoted prices in active markets for identical assets.                                                                                                                   
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 2 | Observable inputs other than those included in Level 1.  For example, quoted prices for similar assets in active markets or quoted prices for identical assets in inactive markets.
|Level 3 | Unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset.                                                                            

The fair values of our financial assets and liabilities are categorized as follows:

|(THOUSANDS OF DOLLARS)     | JANUARY 2, 2010                    
|-------------------------- | -----------------------------------
|                           | LEVEL 1                            
|Assets:                    |                                    
|                           | Domestic Equities (A)              
|                           | International Equities (A)         
|                           | Fixed Income Securities (A), (B)   
|                           | Foreign Fixed Income Securities (B)
|                           | All Asset Fund (A)                 
|                           | Cash and Cash Equivalents          
|Total Assets at Fair Value | $23,778                            

|(A) | Value based on quoted market prices of identical instruments                                                                                         
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|(B) | Valued daily by the fund using a market approach with inputs that include quoted market prices of identical instruments to the underlying investments



32



NOTE J - OMNIBUS INCENTIVE PLAN (THE "OI PLAN")

The Company's OI Plan permits the Compensation Committee of the Board of Directors of the Company to grant various long-term incentive awards, generally equity based, to officers and key employees from one pool of reserved shares.  The OI Plan provides for grants of awards, including but not limited to Non-Qualified Stock Options, at an exercise price determined by the Compensation Committee; Stock Appreciation Rights, which are rights to receive an amount equal to the increase, between the date of grant and the date of exercise, in the fair market value of the number of shares of common stock subject to the Stock Appreciation Right; Non-Vested Equity Shares, which are common shares that have certain conditions attached to them that must be satisfied in order to have unencumbered rights to them; and Performance Awards, which are awards in common shares or cash.  The OI Plan has no definite expiration date but may be terminated by the Board of Directors at any time.

The fair value of each stock option granted under the Company's OI Plan was estimated on the date of grant using the Black-Scholes option-pricing model.  The weighted average fair value per share of stock options granted during fiscal 2009 and 2008 was $0.89 and $1.38, respectively.  No stock options were granted in fiscal 2007.  The key assumptions used to value the options granted in 2009 and 2008 were a 1.98% weighted-average risk-free rate, an average expected life of 7 years, 36.69% volatility and a 0% dividend yield.  It should be noted that the option-pricing model used was designed to value readily tradable stock options with relatively short lives.  At January 2, 2010 the intrinsic value of the stock options outstanding and exercisable was $0.9 million and $0.3 million, respectively, based upon a stock price of $4.98.  At January 3, 2009 the intrinsic value of the stock options outstanding and exercisable was $0 based upon a stock price of $2.68.  No stock options were exercised in 2009 and 2008.  The total intrinsic value of options exercised in 2007 was $0.8 million.  In 2007, largely due to the exercise of stock options, the Company generated $2.1 million from the sale of Class A common stock.  The options granted to employees are not tradable and have contractual lives of up to ten years unless employment is terminated.  However, management believes that the assumptions used and the model applied to value the awards yield a reasonable estimate of the fair value of the grants made under the circumstances.  At January 2, 2010, there were 2,395,476 shares reserved and 1,212,997 shares available to be issued under the OI Plan.

Stock plan activity during the year ended January 2, 2010 was as follows:

|Stock Plan:                    |                            | OPTIONS
VESTED ANDEXPECTED TO VEST | WEIGHTED AVERAGE
EXERCISE PRICE OR FAIRVALUE PER SHARE | SHARESRESERVED
|------------------------------ | -------------------------- | ---------------------------------- | ------------------------------------------------------ | --------------
|Outstanding at January 3, 2009 | 1,742,650                  |                                    | $  5.92                                                |               
|                               | Stock Options Granted      |                                    | 10,000                                                 |               
|                               | Stock Options Cancelled    |                                    | (570,171                                               | )             
|                               | Restricted Stock Cancelled |                                    | -                                                      |               
|                               | Director Retainers         |                                    | -                                                      |               
|Outstanding at January 2, 2010 | 1,182,479                  |                                    | $  5.07                                                |               



Following is information with respect to non-vested equity shares:

|                                                          | 2009     
|--------------------------------------------------------- | ---------
|Non-Vested Equity Shares Outstanding at Beginning of Year | 620,081  
|                                                          | Vested   
|                                                          | Cancelled
|Non-Vested Equity Shares Outstanding at End of Year       | 341,450  
|                                                          |          
|Weighted average grant-date fair value:                   |          
|Non-Vested Equity Shares Outstanding at Beginning of Year | $8.28    
|                                                          | Vested   
|                                                          | Cancelled
|Non-Vested Equity Shares Outstanding at End of Year       | $9.89    



33



The total fair value of Non-Vested Equity Shares that vested in 2009 was $0.4 million.  Compensation expense recognized for Non-Vested Equity Shares under the OI Plan amounted to $0.5 million, $1.2 million and $0.5 million for fiscal 2009, 2008 and 2007, respectively.  At January 2, 2010, the total unrecognized cost for Non-Vested Equity Shares under the OI Plan was approximately $0.5 million with a weighted-average life of 1 year.  The related tax (provision) benefit on compensation expense recognized under the OI Plan was $(0.1) million, essentially zero and $0.4 million in fiscal, 2009, 2008 and 2007, respectively.

Director Retainers are shares of Company stock issued to Directors for services performed for the Company; they vest upon issuance.  The expense related to Director Retainer shares for 2009, 2008 and 2007 were $0.1 million, $0.2 million and $0.1 million, respectively.

The Company also has an Employee Stock Purchase Plan (the "ESP Plan"), allowing eligible employees, other than officers and directors, to purchase shares of the Company's Class A common stock at 10% less than the mean between the high and low prices of the stock on the date of purchase.  A maximum of 320,000 shares is available under the ESP Plan, and the aggregate numbers of shares reserved and available for purchase under the ESP Plan were 81,822, 86,729 and 89,384 at January 2, 2010, January 3, 2009 and December 29, 2007, respectively.

NOTE K - INCOME TAXES

The components of income before income taxes were:

|(THOUSANDS OF DOLLARS) | 2009     | 2008      | 2007
|---------------------- | -------- | --------- | ----
|                       | U.S.     | $ (2,901  | )   
|                       | Non-U.S. | 3,271     |     
|                       |          | $     370 |     

The provision for income taxes consists of the following:

|(THOUSANDS OF DOLLARS)          | 2009     | 2008      | 2007    
|------------------------------- | -------- | --------- | --------
|Currently Payable (Receivable): |          |           |         
|                                | Federal  | $    (879 | )       
|                                | State    | (182      | )       
|                                | Foreign  | 1,015     |         
|                                |          | (46       | )       
|Deferred:                       |          |           |         
|                                | Federal  | (1,403    | )       
|                                | State    | 29        |         
|                                | Foreign  | (65       | )       
|                                |          | (1,439    | )       
|Total                           | $ (1,485 | )         | $  2,275

The reconciliation of income taxes computed at the statutory Federal income tax rate to the provision for income taxes from operations is as follows:

|(THOUSANDS OF DOLLARS)                             | 2009      | 2008 | 2007     
|-------------------------------------------------- | --------- | ---- | ---------
|Statutory Federal income tax provision             | $     130 |      | $     969
|State income tax expense, less Federal tax benefit | (118      | )    | 217      
|Foreign tax rate differential                      | (298      | )    | 4        
|Goodwill Impairment                                | -         |      | 1,380    
|Adjustment related to uncertain tax benefits       | (367      | )    | (283     
|Settlement of items subject to audit               | (818      | )    | -        
|Miscellaneous                                      | (14       | )    | (12      
|Income Tax Provision                               | $ (1,485  | )    | $  2,275 



34



The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at January 2, 2010 and January 3, 2009 are as follows:

|(THOUSANDS OF DOLLARS)                       | 2009                         | 2008                                                 
|-------------------------------------------- | ---------------------------- | -----------------------------------------------------
|Current Deferred Tax Assets and Liabilities: |                              |                                                      
|                                             | Assets:                      |                                                      
|                                             |                              | Additional costs inventoried for tax purposes and    
|                                             |                              | inventory adjustments not deductible for tax purposes
|                                             |                              | Excess benefit plan                                  
|                                             |                              | Accrued pension costs                                
|                                             |                              | Other                                                
|                                             |                              |                                                      
|                                             |                              | Less valuation allowance                             
|Current Deferred Tax Assets                  | 5,092                        |                                                      
|                                             | Liabilities:                 |                                                      
|Current Deferred Tax Liabilities             | -                            |                                                      
|Net Current Deferred Tax Asset               | $  5,092                     |                                                      
|                                             |                              |                                                      
|Long-Term Deferred Tax Assets:               |                              |                                                      
|                                             |                              | Intangible assets                                    
|                                             |                              | Accrued warranty costs                               
|                                             |                              | Foreign tax credit carryforward                      
|                                             |                              | Net operating loss carryforward                      
|                                             |                              | Accrued pension costs                                
|                                             |                              | Deferred gain on sale of real estate                 
|                                             |                              | Property, plant and equipment, principally due to    
|                                             |                              |                                                      
|                                             |                              | Other                                                
|                                             |                              |                                                      
|                                             |                              | Less valuation allowance                             
|                                             | Long-Term Deferred Tax Asset | $11,778                                              
|                                             | Net Deferred Tax Asset       | $16,870                                              



At January 2, 2010 and January 3, 2009, undistributed earnings of foreign subsidiaries amounted to approximately $26.2 million and $22.9 million, respectively.  These earnings could become subject to additional tax if they are remitted as dividends or if certain other circumstances exist.  The amount of additional taxes that might be payable on the undistributed foreign earnings of $26.2 million approximates $8.3 million.  This amount has not been recorded because it is the Company's intention to permanently invest the remainder of the undistributed earnings of its foreign subsidiaries in the growth of business outside the United States.

At January 2, 2010, the Company had state net operating loss carryforwards of approximately $27.7 million, which expire in fiscal years from 2010 to 2028.  Net operating loss carryforwards for certain foreign subsidiaries were approximately $4.3 million for tax purposes.  A portion of these losses will expire in fiscal years from 2010 to 2022 and a portion does not expire.  A valuation allowance has been provided for the foreign and state net operating losses and temporary differences that are estimated to expire before they are utilized.  The increase of $0.2 million in the valuation allowance in fiscal 2009 primarily related to changes in the state deferred tax assets.

Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense.  In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise we consider all available positive and negative evidence, including reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations.  It is management's assertion based on the evaluation of this evidence that it is more likely than not that sufficient future taxable income will be generated to realize the tax benefit of the deferred tax assets, net of the valuation allowance.

The Company recorded a charge to retained earnings of $0.7 million in fiscal 2007 as a result of the adoption of an accounting standard update regarding uncertain tax positions.  As of January 3, 2009, the Company had provided a liability of $1.8 million for unrecognized tax benefits related to various Federal, state and foreign income tax matters.  Of this amount, $0.5 million of the unrecognized tax benefit would have impacted the Company's tax rate, if recognized.  As of January 2, 2010, the liability is $0.6 million and $0.5 million of the unrecognized tax benefit would impact the Company's effective tax rate, if recognized.





35





The following is a tabular reconciliation of beginning and ending balances of unrecognized tax benefits.

|(THOUSANDS OF DOLLARS) | 2009                                            | 2008 | 2007    
|---------------------- | ----------------------------------------------- | ---- | --------
|Beginning of Year      | $  1,848                                        |      | $  2,063
|                       | Gross decreases - tax positions in prior period | (722 | )       
|                       | Gross increases - tax positions in prior period | -    |         
|                       | Gross increases - current period tax positions  | 98   |         
|                       | Lapse of statute of limitations                 | (638 | )       
|End of Year            | $     586                                       |      | $  1,848

The Company is currently subject to audit by the Internal Revenue Service ("IRS") and certain foreign jurisdictions for the calendar years ended 2006 through 2009.  The Company concluded the IRS audit of the 2005 tax year in the first quarter of 2009 and recorded those results in that quarter.  In certain foreign jurisdictions, the Company is currently subject to audit for tax years prior to 2005; this varies depending on the jurisdiction.  The Company and its subsidiaries' state income tax returns are subject to audit for the calendar years ended 2005 through 2009.

As of January 3, 2009, the Company had accrued $0.5 million of interest and $0.1 million of penalties related to uncertain tax positions.  As of January 2, 2010, the amount of accrued interest is $0.2 million and the amount of accrued penalties is $0.1 million.  The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.  The liabilities resulting from the adoption of an accounting standard update related to uncertain tax positions, including tax, interest and penalty, are included in other long-term liabilities on the Company's consolidated balance sheet.

The Company is subject to income taxes in many jurisdictions around the world.  Significant judgment is required in determining the worldwide provision for income taxes.  In the ordinary course of business, there are many transactions and calculations in which the ultimate tax determination is uncertain.  Although the Company believes the estimates for uncertain tax positions are reasonable and recorded in accordance with accounting standards, the final determination of tax audits and any related litigation could be materially different than that which is reflected in historical income tax provisions and accruals.  Additional taxes assessed as a result of an audit or litigation could have a material effect on the Company's income tax provision and net income in the period or periods in which the determination is made.  Changes in estimates made in fiscal 2009 and 2008 were the result of more precise information, current actions by taxing authorities and the expiration of statutes of limitation in certain jurisdictions.

NOTE L - SEGMENT INFORMATION

The following chart sets forth segment information for the Company for the three fiscal years ended January 2, 2010:

|(THOUSANDS OF DOLLARS) | CROSS
ACCESSORYDIVISION            | CROSS
OPTICALGROUP | TOTAL
|---------------------- | ---------------------------------- | ------------------ | -----
|2009:                  |                                    |                    |      
|                       | Revenues from external customers   | $  90,892          |      
|                       | Depreciation and amortization      | 4,374              |      
|                       | Operating (loss) income            | (4,756             | )    
|                       | Restructuring charges              | 1,860              |      
|                       | Segment assets                     | 94,358             |      
|                       | Goodwill                           | -                  |      
|                       | Expenditures for long-lived assets | 4,181              |      
|2008:                  |                                    |                    |      
|                       | Revenues from external customers   | $111,455           |      
|                       | Depreciation and amortization      | 4,610              |      
|                       | Operating (loss) income            | (4,328             | )    
|                       | Restructuring charges              | 2,526              |      
|                       | Goodwill impairment charge         | 3,944              |      
|                       | Segment assets                     | 99,836             |      
|                       | Goodwill                           | -                  |      
|                       | Expenditures for long-lived assets | 3,922              |      



36



|(THOUSANDS OF DOLLARS) | CROSS
ACCESSORYDIVISION            | CROSS
OPTICALGROUP | TOTAL
|---------------------- | ---------------------------------- | ------------------ | -----
|2007:                  |                                    |                    |      
|                       | Revenues from external customers   | $115,313           |      
|                       | Depreciation and amortization      | 4,528              |      
|                       | Operating income                   | 3,656              |      
|                       | Restructuring charges              | 285                |      
|                       | Segment assets                     | 107,930            |      
|                       | Goodwill                           | 3,944              |      
|                       | Expenditures for long-lived assets | 8,543              |      

Total Company and segment operating (loss) income reconciles to consolidated income before income taxes by the inclusion of interest income, interest expense and other income.

Geographic Information

|(THOUSANDS OF DOLLARS)                                                   | 2009                           | 2008     | 2007     
|------------------------------------------------------------------------ | ------------------------------ | -------- | ---------
|NET SALES:                                                               |                                |          |          
|                                                                         | United States                  |          | $  80,891
|                                                                         | Europe, Middle East and Africa |          | 33,238   
|                                                                         | Asia Pacific                   |          | 18,906   
|                                                                         | International Americas         |          | 8,729    
|                                                                         | Total Consolidated Net Sales   | $141,764 |          
|Revenues are attributed to countries based on the location of customers.



|LONG-LIVED ASSETS: |                                      |           |           |           |           |           |          
|------------------ | ------------------------------------ | --------- | --------- | --------- | --------- | --------- | ---------
|                   | United States                        |           | $  32,451 |           | $  32,305 |           | $  19,391
|                   | Foreign countries                    |           | 9,165     |           | 8,958     |           | 9,402    
|                   | Total Consolidated Long-Lived Assets | $  41,616 |           | $  41,263 |           | $  28,793 |          

NOTE M - COMMITMENTS AND CONTINGENCIES

The Company leases administrative facilities and/or manufacturing and warehouse space for its CAD segment operations in Rhode Island, U.S., the United Kingdom, France, Japan, Hong Kong, Taiwan, Singapore and China.  The CAD segment also leases retail facilities in Massachusetts and the United Kingdom.  The Company's COG segment leases administrative and warehouse facilities in Florida and Colorado.  All leases expire prior to the end of 2017.  Real estate taxes, insurance, and maintenance expenses are generally obligations of the Company.  It is expected that in the ordinary course of business, leases that expire will be renewed or replaced by leases on other properties; thus, it is anticipated that future minimum lease commitments will not be less than the amounts shown for 2010.  Rent expense for leased facilities was approximately $3.6 million, $3.0 million and $2.6 million in 2009, 2008 and 2007, respectively.  At January 2, 2010, future minimum lease payments under all such non-cancelable leases, including renewal options the Company believes it will exercise, were approximately:

|(THOUSANDS OF DOLLARS) | 2010    | 2011 | 2012    | 2013 | 2014    | Thereafter | Total  
|---------------------- | ------- | ---- | ------- | ---- | ------- | ---------- | -------
|                       | $ 3,440 |      | $ 3,008 |      | $ 2,737 |            | $ 2,656

The Company is named as one of approximately ninety defendants in a contribution suit brought by CCL/Unilever relating to the J.M. Mills Landfill Site (the "Site"), which is part of the Peterson/Puritan Superfund Site in Cumberland, Rhode Island.  These complaints allege that the Company is liable under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") for contribution for Site investigation costs.  Site investigation costs (excluding the required remedy) are currently estimated at $7 million.  Settlement discussions are ongoing and the Company expects that settlement will be reached at a level that is not material.

The Company expects that the Federal Environmental Protection Agency ("EPA") will select a remedy for the Site in the fall of 2010.  At that time, the EPA will initiate an administrative process (the "Special Notice Process") pursuant to CERCLA whereby the EPA will request that those entities that the EPA contends arranged for the disposal of hazardous materials at the Site (the PRPs), undertake the selected remedy at the Site.  The EPA contends that the Company is a PRP at the Site.  During the Special Notice Process, the Company and the other PRPs will engage in negotiations with the EPA regarding the remedy, and among themselves regarding the contribution of each PRP to



37



overall remediation costs.  Neither the cost of the remedy nor the identity of all PRPs is known at this time.  Therefore it is not possible to assess the outcome of the Special Notice Process as it may relate to the Company's contribution to remediation costs.

The Company is involved in various other litigation and legal matters that have arisen in the ordinary course of business.  To its knowledge, management believes that the ultimate resolution of any of those existing matters will not have a material adverse effect on the Company's consolidated financial position or results of operations.

NOTE N - COMMON STOCK

Holders of Class A common stock have the right to elect one-third of the number of directors from time to time fixed by the holders of Class A and Class B common stock voting together as a single class.  Holders of Class B common stock have the right to elect the remaining directors.  Class A and Class B common stock vote together as a single class to reserve shares to be issued pursuant to options granted with respect to the acquisition of assets or shares of another company under certain circumstances.  Except as described above or as otherwise required by law, all voting power is vested in the holders of Class B common stock.

NOTE O - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities.  Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment.  The three levels are defined as follows:



|Level 1 | Unadjusted quoted prices in active markets for identical assets and liabilities.                                                                                                                                
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 2 | Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
|Level 3 | Unobservable inputs reflecting management's own assumptions about the inputs used in pricing the asset or liability.                                                                                            

The fair values of our financial assets and liabilities are categorized as follows:

|(THOUSANDS OF DOLLARS)          | JANUARY 2, 2010                                                                                                                                                                                                         |            | JANUARY 3, 2009
|------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------- | ---------------
|                                | LEVEL 1                                                                                                                                                                                                                 | LEVEL 2    | LEVEL 3        
|Assets:                         |                                                                                                                                                                                                                         |            |                
|                                | Money market funds (A)                                                                                                                                                                                                  | $1,427     |                
|                                | Short-term investments (B)                                                                                                                                                                                              | 7,217      |                
|                                | Derivatives not designated as                                                                                                                                                                                           |            |                
|                                | hedging instruments:                                                                                                                                                                                                    |            |                
|                                | Foreign exchange contracts (C)                                                                                                                                                                                          | -          |                
|Total Assets at Fair Value      | $8,644                                                                                                                                                                                                                  |            | $614           
|Liabilities                     |                                                                                                                                                                                                                         |            |                
|                                | Derivatives designated as                                                                                                                                                                                               |            |                
|                                | hedging instruments:                                                                                                                                                                                                    |            |                
|                                | Interest rate swaps (D)                                                                                                                                                                                                 | $        - |                
|                                | Derivatives not designated as                                                                                                                                                                                           |            |                
|                                | hedging instruments:                                                                                                                                                                                                    |            |                
|                                | Foreign exchange contracts (C)                                                                                                                                                                                          | -          |                
|Total Liabilities at Fair Value | $        -                                                                                                                                                                                                              |            | $652           
|(A)                             | Value based on quoted market prices of identical instruments, fair value included in cash and cash equivalents                                                                                                         
|(B)                             | Value based on quoted market prices of identical instruments                                                                                                                                                           
|(C)                             | Value based on the present value of the forward rates less the contract rate multiplied by the notional amount, fair value included in other current assets or accounts payable, accrued expenses and other liabilities
|(D)                             | Value derived from a discounted cash flow analysis based on the terms of the contract and the interest rate curve, fair value included in accounts payable, accrued expenses and other liabilities                     



38



Accounts receivable are recorded at net realizable value, which approximates fair value.  Accounts payable, included in accounts payable, accrued expenses and other current liabilities, is recorded at historical cost, which approximates fair value due to the short-term nature of the liabilities.  Long-term debt is recorded at historical cost, which approximates fair value due to the variable interest rate.

The effective portion of the pre-tax losses (gains) on our derivative instruments for the twelve month periods ended January 2, 2010 and January 3, 2009 are categorized in the following table:

|(THOUSANDS OF DOLLARS)              | GAINS RECOGNIZED
IN STATEMENTOF OPERATIONS               | GAINS (LOSSES) RECOGNIZED
IN ACCUMULATED OTHER COMPREHENSIVE LOSS
|----------------------------------- | -------------------------------------------------------- | -----------------------------------------------------------------
|                                    | JANUARY 2, 2010                                          | JANUARY 3, 2009                                                  
|Fair Value / Non-designated Hedges: |                                                          |                                                                  
|                                    | Foreign exchange contracts (A)                           | $ 503                                                            
|Cash Flow Hedges:                   |                                                          |                                                                  
|                                    | Interest rate swaps                                      | $      -                                                         
|(A)                                 | Included in selling, general and administrative expenses

NOTE P - SHORT-TERM INVESTMENTS

At January 2, 2010, the Company had short-term equity investments with a value of $7.2 million, classified as trading securities.  Realized and unrealized gains or losses on these short-term investments are included in other income.  The net unrealized loss on short-term investments held at January 2, 2010 was approximately $0.3 million.

NOTE Q - RELATED PARTY TRANSACTION

In the fourth quarter of 2009, the Company's Board of Directors approved and the Company executed a transaction to purchase 1.5 million shares of the Company's Class A common stock for approximately $5.2 million from Galal Doss, a Director of the Company.

NOTE R - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a tabulation of the unaudited quarterly results of operations for the years ended January 2, 2010 and January 3, 2009:

|(THOUSANDS, EXCEPT PER SHARE DATA)          
|--------------------------------------------
|2009:                                       
|Net Sales                                   
|Gross Profit                                
|Net (Loss) Income                           
|Net (Loss) Income Per Share:                
|Basic                                       
|Diluted                                     
|                                            
|Weighted Average Shares Outstanding:        
|                                            
|Effect of Dilutive Securities:              
|                                            
|Denominator for Diluted Net Income Per Share
|                                            
|(A)                                         



39



|(THOUSANDS, EXCEPT PER SHARE DATA)          
|--------------------------------------------
|2008:                                       
|Net Sales                                   
|Gross Profit                                
|Net Income (Loss)                           
|Net Income (Loss) Per Share:                
|Basic                                       
|Diluted                                     
|Weighted Average Shares Outstanding:        
|                                            
|Effect of Dilutive Securities:              
|                                            
|Denominator for Diluted Net Income Per Share
|                                            
|(B)                                         



|Item 9 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------ | ------------------------------------------------------------------------------------

None

|Item 9A(T) | CONTROLS AND PROCEDURES
|---------- | -----------------------



|A | Evaluation of Disclosure Controls and Procedures
|- | ------------------------------------------------

We have established disclosure controls and procedures designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and the Board of Directors.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.  Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of January 2, 2010.

|B | Management's Report on Internal Control over Financial Reporting
|- | ----------------------------------------------------------------

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).  Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway commission.  Based on this evaluation under the framework in Internal control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of January 2, 2010.

This Annual Report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management's report in this Annual Report.

|C | Changes in Internal Control over Financial Reporting
|- | ----------------------------------------------------

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2009 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



|Item 9B | OTHER INFORMATION
|------- | -----------------

None





40



PART III

|Item 10 | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|------- | ------------------------------------------------------

See "Election of Directors," "Corporate Governance," "Committees of the Board of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the registrant's definitive proxy statement for the 2010 annual meeting of shareholders, which sections are incorporated by reference herein.  See also the "Executive Officers of the Company" section of "Business" in Item 1 of this Annual Report on Form 10-K.

We have a Code of Ethics and Business Conduct that applies to all of our employees, including our chief executive officer and senior financial and accounting officers, which meets the requirements of a "code of ethics" as defined in Item 406 of Regulation S-K.  The text of our Code of Ethics and Business Conduct is posted in the Investor Relations section of our website, www.cross.com.  Disclosure regarding any amendments to, or waivers from, provisions of our code of ethics and business conduct that apply to our chief executive officer and senior financial and accounting officers will be included in a Current Report on Form 8-K within four business days following the date of the amendment or waiver, unless website posting of such amendments or waivers is permitted by the rules of the NASDAQ Stock Exchange.

|Item 11 | EXECUTIVE COMPENSATION
|------- | ----------------------

See "Executive Compensation, Compensation Discussion and Analysis," "Compensation Committee Report" and "Director Compensation" in the registrant's definitive proxy statement for the 2010 annual meeting of shareholders, which section is incorporated by reference herein.  Such incorporation by reference shall not be deemed to specifically incorporate by reference the information referred to in Item 402(a)(8) of Regulation S-K.

|Item 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|------- | ----------------------------------------------------------------------------------------------

See "Security Ownership of Certain Beneficial Owners and Management" in the registrant's definitive proxy statement for the 2010 annual meeting of shareholders, which section is incorporated by reference herein.

Equity Compensation Plan Information

The following table details the Company's equity compensation plans as of January 2, 2010:

|                              | (A)                                                                                        | (B)                                                                        | (C)                                                                                                                                       
|----------------------------- | ------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------
|PLAN CATEGORY:                | NUMBER OF SECURITIES
TO BE ISSUED UPON
EXERCISE OF OUTSTANDING
OPTIONS, WARRANTSAND RIGHTS | WEIGHTED AVERAGE
EXERCISE PRICE OF
OUTSTANDING OPTIONS,WARRANTS AND RIGHTS | NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
EQUITY COMPENSATION PLANS
(EXCLUDING SECURITIESREFLECTED IN COLUMN (A))
|Equity compensation plans     |                                                                                            |                                                                            |                                                                                                                                           
|                              | approved by security holders                                                               | 1,182,479                                                                  |                                                                                                                                           
|Equity compensation plans not |                                                                                            |                                                                            |                                                                                                                                           
|                              | approved by security holders                                                               | -                                                                          |                                                                                                                                           
|Total                         | 1,182,479                                                                                  |                                                                            | $5.07                                                                                                                                     



|Item 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|------- | -------------------------------------------------------------------------

See "Election of Directors" in the registrant's definitive proxy statement for the 2010 annual meeting of shareholders, which sections are incorporated by reference herein.

|Item 14 | PRINCIPAL ACCOUNTING FEES AND SERVICES
|------- | --------------------------------------

See "Appointment of Independent Public Accountants" and "Principal Accounting Firm Fees" in the registrant's definitive proxy statement for the 2010 annual meeting of shareholders, which sections are incorporated by reference herein.



41



PART IV





|Item 15 | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|------- | ---------------------------------------

|A | (1) and                 | The following consolidated financial statements of A.T. Cross Company and subsidiaries are         
|- | ----------------------- | ---------------------------------------------------------------------------------------------------
|  | (2)                     | incorporated by reference to Item 8 of this Annual Report on Form 10-K:                            
|  |                         |                                                                                                    
|  |                         | Report of Independent Registered Public Accounting Firm                                            
|  |                         |                                                                                                    
|  |                         | Consolidated Balance Sheets as of January 2, 2010 and January 3, 2009                              
|  |                         |                                                                                                    
|  |                         | Consolidated Statements of Income for the Years Ended January 2, 2010,                             
|  |                         |                                                                                                    
|  |                         |                                                                                                    
|  |                         | Consolidated Statements of Comprehensive Income (Loss) for the Years Ended                         
|  |                         |                                                                                                    
|  |                         |                                                                                                    
|  |                         | Consolidated Statements of Changes in Shareholders' Equity for the Years Ended                     
|  |                         |                                                                                                    
|  |                         |                                                                                                    
|  |                         | Consolidated Statements of Cash Flows for the Years Ended January 2, 2010,                         
|  |                         |                                                                                                    
|  |                         |                                                                                                    
|  |                         | Notes to Consolidated Financial Statements                                                         
|  |                        
|  | (3) Listing of Exhibits
|  |                         |                                                                                                    
|  | EXHIBIT                 |                                                                                                    
|  | NUMBER                  | DESCRIPTION                                                                                        
|  |                         |                                                                                                    
|  | (3.1)                   | Restated Articles of Incorporation and By-laws (incorporated by reference to Exhibit (3) to the    
|  |                         | registrant's report on Form 10-K for the year ended December 31, 1980)                             
|  |                         |                                                                                                    
|  | (3.2)                   | Amendment to Restated Articles of Incorporation (incorporated by reference to Exhibit (3) to the   
|  |                         | registrant's report on Form 10-K for the year ended December 31, 1994)                             
|  |                         |                                                                                                    
|  | (3.3)                   | Amendment to By-laws adopted December 2, 1988 (incorporated by reference to Exhibit (3) to the     
|  |                         | registrant's report on Form 10-K for the year ended December 31, 1989)                             
|  |                         |                                                                                                    
|  | (3.4)                   | Amendment to By-laws adopted February 6, 1992 (incorporated by reference to Exhibit (3) to the     
|  |                         | registrant's report on Form 10-K for the year ended December 31, 1991)                             
|  |                         |                                                                                                    
|  | (10.1)                  | A.T. Cross Company Unfunded Excess Benefit Plan (as amended) (incorporated by reference to         
|  |                         | Exhibit (10.6) to the registrant's report on Form 10-K for the year ended December 31, 1994) *     
|  |                         |                                                                                                    
|  | (10.2)                  | A.T. Cross Company Executive Life Insurance Program (incorporated by reference to Exhibit (10.8) to
|  |                         | the Registrant's report on Form 10-K for the year ended December 31, 1997) *                       
|  |                         |                                                                                                    
|  | (10.3)                  | A.T. Cross Company Deferred Compensation Plan for Employee Officers and Directors (incorporated    
|  |                         | by Reference to Exhibit (10.4) to the registrant's report on Form 10-K for the year ended          
|  |                         | December 28, 2002) *                                                                               
|  |                         |                                                                                                    
|  | (10.4)                  | A.T. Cross Company Deferred Compensation Plan for Non-Employee Directors (incorporated by          
|  |                         | reference to Exhibit (10.5) to the registrant's report on Form 10-K for the year ended             
|  |                         | December 28, 2002) *                                                                               
|  |                         |                                                                                                    
|  | (10.5)                  | A.T. Cross Company Omnibus Incentive Plan (incorporated by reference to Exhibit (10) to the        
|  |                         | registrant's report on Form 10-Q for the quarterly period ended July 3, 2004) *                    



42



|  | (10.6)                                                   | Executive Employment Contract - Charles S. Mellen dated November 21, 2004 (incorporated by               
|- | -------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------
|  |                                                          | reference to Exhibit (10.9) to the registrant's report on Form 10-K for the year ended January 1, 2005) *
|  |                                                          |                                                                                                          
|  | (10.7)                                                   | Executive Employment Contract - Kevin F. Mahoney dated January 11, 2005 (incorporated by reference       
|  |                                                          | to Exhibit (10.10) to the registrant's report on Form 10-K for the year ended January 1, 2005) *         
|  |                                                          |                                                                                                          
|  | (10.8)                                                   | A.T. Cross Company Long Term Incentive Plan and Severance Program for senior management                  
|  |                                                          | (incorporated by reference to the registrant's report on Form 8-K filed October 25, 2005) *              
|  |                                                          |                                                                                                          
|  | (10.9)                                                   | Credit Agreement and first amendment with Bank of America, N.A., (incorporated by reference to           
|  |                                                          | Exhibit (10) to the registrant's report on Form 10-Q for the quarterly period ended October 3, 2009)     
|  |                                                          |                                                                                                          
|  | (10.10)                                                  | Second amendment to Credit Agreement with Bank of America, N.A. (incorporated by reference to            
|  |                                                          | Exhibit (10) to the registrant's report on Form 10-K for the year ended January 3, 2009) *               
|  |                                                          |                                                                                                          
|  | (10.11)                                                  | Third amendment to Credit Agreement with Bank of America, N.A.                                           
|  |                                                          |                                                                                                          
|  | (11)                                                     | Statement Re: Computation of Net (Loss) Income per Share - (incorporated by reference to the             
|  |                                                          | "Consolidated Statements of Income" financial statement in Item 8 of this Annual Report on               
|  |                                                          | Form 10-K)                                                                                               
|  |                                                          |                                                                                                          
|  | (21)                                                     | A.T. Cross Company Subsidiaries, Branches and Divisions                                                  
|  |                                                          |                                                                                                          
|  | (23)                                                     | Consent of Independent Registered Public Accounting Firm                                                 
|  |                                                          |                                                                                                          
|  | (31.1)                                                   | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                 
|  |                                                          |                                                                                                          
|  | (31.2)                                                   | Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                 
|  |                                                          |                                                                                                          
|  | (32)                                                     | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                  
|  |                                                         
|  | *  Management contract, compensatory plan or arrangement
|  |                                                         
|B | Exhibits - See Item A (3) above                         



43







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|A.T. CROSS COMPANY
(registrant)
|-------------------------------
|By /s/                         
|Date:  March 15, 2010          



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:

|SIGNATURE                                              | TITLE                                           | DATE          
|------------------------------------------------------ | ----------------------------------------------- | --------------
|/s/RUSSELL A. BOSS__________(Russell A. Boss)          | Chairman & Director                             | March 15, 2010
|                                                       |                                                 |               
|/s/DAVID G. WHALEN__________(David G. Whalen)          | President & Director
(Chief Executive Officer)  | March 15, 2010
|                                                       |                                                 |               
|/s/KEVIN F. MAHONEY_________(Kevin F. Mahoney)         | Vice President
(Chief Financial Officer)        | March 15, 2010
|                                                       |                                                 |               
|/s/GARY S. SIMPSON__________(Gary S. Simpson)          | Corporate Controller
(Chief Accounting Officer) | March 15, 2010
|                                                       |                                                 |               
|/s/BERNARD V. BUONANNO, JR.
(Bernard V. Buonanno, Jr.) | Director                                        | March 15, 2010
|                                                       |                                                 |               
|/s/EDWARD J. COONEY_______
(Edward J. Cooney)          | Director                                        | March 15, 2010
|                                                       |                                                 |               
|/s/GALAL P. DOSS____________(Galal P. Doss)            | Director                                        | March 15, 2010
|                                                       |                                                 |               
|/s/SUSAN M. GIANINNO _______(Susan M. Gianinno)        | Director                                        | March 15, 2010
|                                                       |                                                 |               
|/s/HARLAN M. KENT     ________(Harlan M. Kent)         | Director                                        | March 15, 2010
|                                                       |                                                 |               
|/s/ANDREW J. PARSONS______(Andrew J. Parsons)          | Director                                        | March 15, 2010
|                                                       |                                                 |               
|/s/JAMES C. TAPPAN__________(James C. Tappan)          | Director                                        | March 15, 2010



44