Exhibit







Exhibit 10.1



	
		
	
	Interchange Corporate Center
450 Plymouth Road, Suite 300
Plymouth Meeting, PA 19462
Main 610-729-3959 / 800-490-0277
Fax 610-729-3958




January 17, 2017
Personal and Confidential


Mr. John M. Roselli
[____________]
[____________]


Dear John:


We are pleased to extend an offer of employment to you as Executive Vice President - Finance of CSS Industries, Inc. (“CSS”).   You acknowledge and agree that there are no other valid oral or written agreements relating to the terms and conditions of your employment with CSS as its Executive Vice President - Finance.  You further represent and covenant to CSS that you are not subject or a party to any employment agreement, non-competition covenant, understanding or restriction which would prohibit or restrict you from executing this letter and performing all duties and responsibilities incidental to the position of Executive Vice President - Finance of CSS.   


1.    Commencement Date - Your employment will commence on a date mutually agreed by you and CSS, but in no event later than February 20, 2017.  Your employment status with CSS will be that of an employee at-will, subject to termination by either you or CSS at any time.


2.    Compensation - The compensation package for this position will be as follows:


A.    Base Salary - A base salary in the gross amount of Three Hundred Fifty Thousand Dollars ($350,000) per annum payable at such times as CSS pays its executives.  There will be an annual performance review thereafter and you will then be considered for an increase in base salary, commencing April 1, 2018, consistent with the then current CSS policy. 


B.    Incentive Compensation - For CSS’ fiscal year ending March 31, 2018, you will be eligible to participate in the Management Incentive Plan (“MIP”).  For purposes of calculating your potential 2018 fiscal year incentive compensation, and depending on the extent of achievement of certain individual and CSS objectives, you will have the potential of earning incentive compensation based upon 80% of your base salary specified in Section 2.A.  You will not be eligible to participate in the MIP for CSS’ current fiscal year ending March 31, 2017.


For CSS’ subsequent fiscal years, depending on the extent of achievement of certain individual and CSS objectives, you will have the potential of earning for a full fiscal year period incentive compensation with a target opportunity of up to 80% of your then base salary.  The financial target objectives of your potential subsequent fiscal year incentive compensation will be determined based upon the applicable actual full fiscal year financial results of CSS.        


	
					
	 
	
	
	
	 








Mr. John M. Roselli
January 17, 2017
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C.    Equity Grants - We will recommend that you be granted a stock option to acquire 10,000 shares of CSS Common Stock (2,500 of which will vest on each anniversary of the grant until all of such shares are vested) and a time-vested stock bonus award of 10,000 restricted stock units of CSS Common Stock (5,000 of which will vest on the third anniversary of the grant and 5,000 of which will vest on the fourth anniversary of the grant), which recommendation will be provided to the Human Resources Committee (the “Committee”) of the Board of Directors of CSS for consideration at the next available date upon which the Committee considers equity grant recommendations after the date upon which you commence employment with CSS.  These grants will in all respects be subject to and in accordance with the provisions of the CSS 2013 Equity Compensation Plan, and the terms of the grant letters to be provided to you at the time of the grants.  


Thereafter, you will be eligible to be recommended to the Committee to receive annual equity grants, the specifics of which shall be determined at the Committee’s sole discretion.


D.    Company Automobile - You will be provided for your use a CSS-owned or leased automobile comparable to the owned or leased automobiles then made available by CSS to its Vice President-level officers.  


E.    Vacation -  You will be eligible to accrue four (4) weeks vacation each calendar year, in accordance with the applicable terms of CSS’ then current vacation policy.


3.    Benefits Coverage -You will be entitled to participate in those CSS benefit programs available to its officer level personnel in accordance with the applicable terms of these programs.  


4.    Confidential Information.  


A.    Confidentiality Agreement.  You recognize and acknowledge that by reason of employment by and service to CSS, you have had and will continue to have access to confidential information of CSS and its affiliates, including, without limitation, information and knowledge pertaining to products and services offered, inventions, innovations, designs, ideas, plans, trade secrets, proprietary information, computer systems and software, packaging, advertising, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between or among CSS and its affiliates and dealers, distributors, wholesalers, customers, clients, suppliers and others who have business dealings with CSS and such affiliates (“Confidential Information”).  You acknowledge that such Confidential Information is a valuable and unique asset of CSS and/or its affiliates, and covenant that you will not, either during or at any time after your employment with CSS, disclose any such Confidential Information to any person for any reason whatsoever (except as your duties described herein may require or except as provided in the Reports to Government Entities clause below) without the prior written consent of the Committee, unless such information is in the public domain through no fault of you or except as provided in the Reports to Government Entities clause as provided below or as may be required by law
             
B.        Reports to Government Entities.  Nothing in this letter, including the Confidentiality Agreement clause above, restricts or prohibits you from initiating communications directly with, responding to any inquiries from, providing testimony before, providing confidential information to,




Mr. John M. Roselli
January 17, 2017
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reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, including the U.S. Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General (collectively, the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation.  You do not need the prior authorization of CSS to engage in conduct protected by this paragraph, and you do not need to notify CSS that you have engaged in such conduct.


                Please take notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.


5.    Non-Competition.  During your employment with CSS, and for a period of one year thereafter, you will not, without the prior written consent of the Committee, directly or indirectly, own, manage, operate, join, control, finance or participate in the ownership, management, operation, control or financing of, or be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise with or use or permit your name to be used in connection with, any business or enterprise engaged within any portion of  the United States or Canada (collectively, the “Territory”) (whether or not such business is physically located within the Territory) that is engaged in the creation, design, manufacture, distribution or sale of any products or services that are the same or of a similar type then manufactured or otherwise provided by CSS or by any of its affiliates during your employment with CSS (the “Business”).   You recognize that you will be involved in the activity of the Business throughout the Territory, and that more limited geographical limitations on this non-competition covenant (and the non-solicitation covenant set forth in Section 6 of this letter agreement) are therefore not appropriate.  The foregoing restriction shall not be construed to prohibit your ownership of not more than five percent (5%) of any class of securities of any corporation which is engaged in any of the foregoing businesses having a class of securities registered pursuant to the Securities Act of 1933, provided that such ownership represents a passive investment and that neither you nor any group of persons including you in any way, either directly or indirectly, manages or exercises control of any such corporation, guarantees any of its financial obligations, otherwise takes any part in business, other than exercising his rights as a shareholder, or seeks to do any of the foregoing.  We acknowledge and agree that if CSS fails to satisfy its material obligations to you under this letter agreement after you have provided CSS with at least thirty (30) days written notice of such failure, then your obligation to comply with the non-competition covenant set forth in this Section 5 shall be waived.


6.    No Solicitation.  During your employment with CSS, and for a period of one year thereafter, you agree not to, either directly or indirectly, (i) call on or solicit with respect to the Business any person, firm, corporation or other entity who or which at the time of termination of your employment with CSS was, or within two years prior thereto had been, a customer of CSS or any of its affiliates, or (ii) solicit the employment of any person who was employed by CSS or by any of its affiliates on a full or part-time basis at any time during the course of your employment with CSS, unless prior to such solicitation of employment, such person’s employment with CSS or any of its affiliates was 




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January 17, 2017
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terminated.  We acknowledge and agree that if CSS fails to satisfy its material obligations to you under this letter agreement after you have provided CSS with at least thirty (30) days written notice of such failure, then your obligation to comply with the non-solicitation covenant set forth in this Section 6 shall be waived.  


7.    Equitable Relief.


A.      You acknowledge that the restrictions contained in Sections 4, 5, and 6 of this letter agreement are reasonable and necessary to protect the legitimate interests of CSS and its affiliates, that CSS would not have entered into this letter agreement in the absence of such restrictions, and that any violation of any provision of those Sections will result in irreparable injury to CSS and its affiliates.   You represent that your experience and capabilities are such that the restrictions contained in Sections 4 and 5 hereof will not prevent you from obtaining employment or otherwise earning a living at the same general level of economic benefit as is anticipated by this letter agreement.  YOU FURTHER REPRESENT AND ACKNOWLEDGE THAT (i) YOU HAVE BEEN ADVISED BY CSS TO CONSULT YOUR OWN LEGAL COUNSEL IN RESPECT OF THIS LETTER AGREEMENT, (ii) THAT YOU HAVE HAD FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS LETTER AGREEMENT, TO REVIEW THOROUGHLY THIS LETTER AGREEMENT WITH YOUR COUNSEL, AND (iii) YOU HAVE READ AND FULLY UNDERSTAND THE TERMS AND PROVISIONS OF THIS LETTER AGREEMENT.


B.      You agree that CSS shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as any other remedies provided by law arising from any violation of Sections 4, 5, and 6 of this letter agreement, which rights shall be cumulative and in addition to any other rights or remedies to which CSS may be entitled.  In the event that any of the provisions of Sections 4, 5, and 6 hereof should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law.


C.      You and CSS irrevocably and unconditionally (i) agree that any suit, action or other legal proceeding arising out of Sections 4, 5, and 6 of this letter agreement, including without limitation, any action commenced by CSS for preliminary or permanent injunctive relief or other equitable relief, may be brought in the United States District Court for the Eastern District of Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Philadelphia County, Pennsylvania, (ii) consent to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waive any objection to the laying of venue of any such suit, action or proceeding in any such court.  


D.      You agree that CSS may provide a copy of Sections 4, 5, and 6 of this letter agreement to any business or enterprise (i) which you may directly or indirectly own, manage, operate, finance, join, participate in the ownership, management, operation, financing, control or control of, or (ii) with which you may be connected with as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise, or in connection with which you may use or permit your name to be used.






Mr. John M. Roselli
January 17, 2017
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8.      Governing Law.  This letter agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions.


  9.    Section 409A of the Code. Notwithstanding the other provisions hereof, this letter agreement is intended to comply with the requirements of Section 409A of the Code, to the extent applicable, and this letter agreement shall be interpreted to avoid any penalty sanctions under Section 409A of the Code.  Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A of the Code and, if necessary, any such provision shall be deemed amended to comply with Section 409A of the Code and regulations thereunder.  If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A of the Code, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed.  For purposes of Section 409A of the Code, each payment made under this letter agreement shall be treated as a separate payment.  In no event may you, directly or indirectly, designate the calendar year of payment.  While this letter agreement is intended to comply with the requirements of Section 409A of the Code, to the extent applicable, neither CSS nor any of its affiliates makes or has made any representation, warranty or guarantee of any federal, state or local tax consequences of your receipt of any benefit or payment hereunder, including but not limited to, under Section 409A of the Code, and you are solely responsible for all taxes that may result from your receipt of the amounts payable to you under this letter agreement.
    
Please confirm your understanding of the foregoing provisions by executing the enclosed counterpart of this letter and returning this executed counterpart to me.


Sincerely you                            
                    
/s/ Christopher J. Munyan
Christopher J. Munyan
President and Chief Executive Officer
CSS Industries, Inc.




The aforementioned is confirmed as of this 17th day of January, 2017:


                        
/s/  John M. Roselli
John M. Roselli


cc:    Denise Andahazy; William G. Kiesling