Filed by Bowne Pure Compliance






Exhibit 10.5



July 25, 2008




Personal and Confidential




Mr. Paul Quick

4000 West 110th Street

Leawood, KS 66211




Dear Paul:



Subject to and conditioned upon approval by the Human Resources Committee (the “Committee”) of
the Board of Directors of CSS Industries, Inc. (“CSS”), we are pleased to extend an offer of
employment to you as President of Paper Magic Group, Inc. (“PMG”). You acknowledge and agree that
there are no other valid oral or written agreements relating to the terms and conditions of your
employment with PMG as its President. You further represent and covenant to PMG 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 President of PMG, other than certain
non-disclosure and non-solicitation restrictions specifically set forth in a letter, dated June 4,
2008, to you from your former employer, a copy of which you have provided to us. In serving as
President of PMG, we understand and expect that you will not disclose or use any proprietary or
confidential information, data, developments or trade secrets belonging to your former employer or
any of its subsidiary or affiliated companies, and you agree not to disclose or use any such
proprietary or confidential information, data, developments or trade secrets.



1. Contract Term — The term of your employment will be three (3) years, commencing
September 8, 2008 and ending September 7, 2011, unless terminated earlier by you or by PMG at any
time as provided herein. Thereafter, your employment status with PMG will continue to be that of
an employee at-will, subject to termination by either you or PMG at any time.



2. Compensation — Subject to and conditioned upon approval by the Committee, the
compensation package for this position will be as follows:



A. Base Salary — A base salary in the gross amount of Three Hundred Thousand Dollars
($300,000) per annum payable at such times as PMG 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, 2009, consistent with the then current PMG policy.



B. Incentive Compensation — For PMG’s current fiscal year ending March 31, 2009, you
will continue to be eligible to participate in the Management Incentive Plan (“MIP”). For purposes
of calculating your potential 2009 fiscal year incentive compensation, and depending on the extent
of achievement of certain individual, PMG and CSS objectives, you will have the potential of
earning
incentive compensation based upon 80% of your base salary specified in Section 2.A. above, prorated
for the remaining portion of the 2009 fiscal year.


 


 









 





Paul Quick

July 25, 2008

Page 2




For PMG’s subsequent fiscal years, depending on the extent of achievement of certain
individual, PMG 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 PMG and of CSS.



C. Stock Option Grant — We will recommend that a stock option will be granted to you
to acquire 10,000 shares of CSS Common Stock, which recommendation will be provided to the
Committee for consideration at the next available date upon which the Committee considers equity
grant recommendations after the date upon which you commence employment with PMG. This grant will
in all respects be subject to and in accordance with the provisions of the CSS 2004 Equity
Compensation Plan, and the terms of the grant letter to be provided to you at the time of the
grant.



D. Company Automobile — You will be provided for your use a PMG-owned or leased
automobile comparable to the owned or leased automobiles then made available by CSS’ affiliates to
President-level officers of such affiliates.



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



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



You agree that, as a part of our extension and your acceptance of an offer of employment to
you hereunder, you will relocate your primary residence from 4000 West 110th Street,
Leawood, Kansas (the “Current Primary Residence”) to the Scranton, Pennsylvania area within three
(3) months after the date hereof. Subject to your commencement of employment with PMG, you will be
eligible to be reimbursed for expenses incurred on or after the date hereof associated with the
relocation of your primary residence to the Scranton, Pennsylvania area in accordance with the
applicable terms of the CSS relocation policy, up to a maximum aggregate amount of $150,000 (which
amount shall include all amounts, if any, determined by CSS, at its sole discretion, intended to be
a “gross up” for certain federal, state and local taxes to which you may be subject as a result of
receiving relocation expense benefits under the CSS relocation policy). Further, in addition to
the foregoing relocation expense reimbursement, until the earlier of (a) August 1, 2009 or (b) the
date upon which you complete the sale of your Current Primary Residence, you will be eligible to be
reimbursed for routine, ordinary course expenses approved in advance by us, up to a maximum
aggregate monthly amount of $5,425, associated with your ownership of the Current Primary
Residence, including without limitation approved mortgage, utility and routine maintenance
expenses. We will reimburse you for the foregoing approved Current Primary Residence expenses
promptly after you submit to us appropriate documentation relating to such expenses.


 


 









 





Paul Quick

July 25, 2008

Page 3




4. Employment Status; Severance Payments — Your employment status with PMG is subject
to termination by either you or PMG at any time. However, in the event that PMG terminates
your employment without cause at any time prior to September 7, 2011, and subject to your
compliance with the terms and conditions of this letter agreement, PMG will pay you an amount equal
to the greater of (i) one year of your then-current annual base salary (less applicable tax
withholdings and payroll deductions) or (ii) an amount equal to your then-current annual base
salary (less applicable tax withholdings and payroll deductions) for the period from the effective
date of such termination to September 7, 2011, such amount reduced by and to the extent of any
earnings and other compensation received by you or accrued for your benefit for your services
(whether as an employee or as an independent contractor) during the period commencing on the day
following the one year anniversary of your termination. For purposes of this letter agreement,
termination “without cause” means termination other than termination resulting from or related to
your breach of any of your obligations under this letter agreement, your failure to comply with any
lawful directive of PMG’s Chairman and Chief Executive Officer, your failure to comply with CSS’
Code of Ethics, your conviction of a felony or of any moral turpitude crime, or your willful or
intentional engagement in conduct injurious to CSS or any of its affiliates.



The foregoing payment obligation is contingent upon (x) receipt by PMG of a valid and fully
effective release (in form and substance reasonably satisfactory to PMG) of all claims of any
nature which you might have at such time against CSS, its affiliates and their respective officers,
directors and agents, excepting therefrom only any payments due to you from PMG pursuant to this
Section 4, and (y) your resignation from all positions of any nature which you may then hold with
CSS and its affiliates. If you are eligible to receive the foregoing payment, such amount will be
paid to you in equal installments, with such installments being paid on the then-applicable paydays
for PMG executives, commencing on or about the first such payday following the termination of your
employment by PMG without cause and your satisfaction of the conditions specified in the
immediately preceding sentence.



Further, if you are eligible to receive the payment set forth in clause (ii) of the first
paragraph of this Section 4, you covenant and agree that commencing with the one year anniversary
of the date of your termination you will promptly advise PMG in writing on a bi-weekly basis of any
earnings and other compensation received by you or accrued for your benefit for your services
(whether as an employee or as an independent contractor) during the period commencing on the day
following the one year anniversary of your termination.



5. Confidential Information. You recognize and acknowledge that by reason of
employment by and service to PMG, you have had and will continue to have access to confidential
information of PMG, CSS, and their 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 PMG, CSS and their affiliates and dealers,
distributors, wholesalers, customers, clients, suppliers and others who have business dealings with
PMG, CSS and such affiliates (“Confidential Information”). You acknowledge that such Confidential
Information is a valuable and unique asset of PMG, CSS and/or their affiliates, and covenant that
you will not, either during or at any time after your employment with PMG, disclose any such
Confidential Information to any person for any reason whatsoever (except
as your duties described herein may require) without the prior written consent of the Committee,
unless such information is in the public domain through no fault of you or except as may be
required by law.


 


 









 





Paul Quick

July 25, 2008

Page 4




6. Non-Competition. During your employment with PMG, 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 PMG, CSS or by any of their affiliates during your employment with PMG (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 7 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.



7. No Solicitation. During your employment with PMG, 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 PMG was, or within two years prior thereto had been, a customer of PMG, CSS
or any of their affiliates, or (ii) solicit the employment of any person who was employed by PMG,
CSS or by any of their affiliates on a full or part-time basis at any time during the course of
your employment with PMG, unless prior to such solicitation of employment, such person’s employment
with PMG, CSS or any of their affiliates was terminated.




8. Equitable Relief.



A. You acknowledge that the restrictions contained in Sections 5, 6 and 7 of this letter
agreement are reasonable and necessary to protect the legitimate interests of PMG, CSS and their
affiliates, that PMG 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 PMG, CSS and their affiliates. You represent that your experience and capabilities are
such that the restrictions contained in Sections 5 and 6 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 PMG 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.


 


 









 





Paul Quick

July 25, 2008

Page 5




B. You agree that PMG 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 5, 6 and 7 of this letter agreement, which rights shall be
cumulative and in addition to any other rights or remedies to which PMG may be entitled. In the
event that any of the provisions of Sections 5, 6 and 7 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 PMG irrevocably and unconditionally (i) agree that any suit, action or other legal
proceeding arising out of Sections 5, 6 and 7 of this letter agreement, including without
limitation, any action commenced by PMG 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 PMG may provide a copy of Sections 5, 6 and 7 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.



9. 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.




10. Section 409A of the Code.



A. Interpretation. This letter agreement shall be interpreted to avoid any penalty
sanctions under section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). If any
payment or benefit cannot be provided or made at the time specified herein without incurring
sanctions under section 409A, then such benefit or payment shall be provided in full at the
earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a
termination of employment under this letter agreement may only be made upon a ‘separation from
service’ under section 409A of the Code. For purposes of section 409A of the Code, each payment
made under this letter agreement shall be treated as a separate payment and the right to a series
of installment payments shall be treated as the right to a series of separate payments. In no
event may you, directly or indirectly, designate the calendar year of payment.


 


 









 





Paul Quick

July 25, 2008

Page 6




B. Payment Delay. To the maximum extent permitted under section 409A of the Code, the
cash severance payments payable under this letter agreement are intended to comply with the
‘short-term deferral exception’ under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is
intended to comply with the ‘separation pay exception’ under Treas. Reg. §1.409A-1(b)(9)(iii);
provided, however, any amount payable to the Executive during the six-month period following your
termination date that does not qualify within either of the foregoing exceptions and is deemed as
deferred compensation subject to the requirements of section 409A of the Code, then such amount
shall hereinafter be referred to as the ‘Excess Amount.’ If at the time of your termination of
employment, you are a ‘specified employee’ (as defined in section 409A of the Code and determined
in the sole discretion of CSS (or any successor thereto) in accordance with CSS’s (or any successor
thereto) ‘specified employee’ determination policy), then CSS shall postpone the commencement of
the payment of the portion of the Excess Amount that is payable within the six-month period
following your ‘separation from service’ with CSS (or any successor thereto) for six months
following your ‘separation from service’ with CSS (or any successor thereto). The delayed Excess
Amount shall be paid in a lump sum to you within thirty (30) days following the date that is six
(6) months following the your ‘separation from service’ with CSS (or any successor thereto), and
any amount payable to you after the expiration of such six (6) month period under this letter
agreement shall continue to be paid to you in accordance with the terms of this letter agreement.
If you die during such six-month period and prior to the payment of the portion of the Excess
Amount that is required to be delayed on account of section 409A of the Code, such Excess Amount
shall be paid to the personal representative of your estate within sixty (60) days after your
death, and any amounts not delayed shall be paid to the personal representative of your estate in
accordance with the terms of this letter agreement.



C. Reimbursements. All reimbursements provided under this letter agreement shall be
made or provided in accordance with the requirements of section 409A, including, where applicable,
the requirement that (i) any reimbursement is for expenses incurred during your lifetime (or during
a shorter period of time specified in this letter agreement), (ii) the amount of expenses eligible
for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in
any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before
the last day of the calendar year following the year in which the expense is incurred, and (iv) the
right to reimbursement is not subject to liquidation or exchange for another benefit.



Please confirm your understanding of the foregoing provisions by executing the enclosed
counterpart of this letter and returning this executed counterpart to me.



	 	 	 	 	 
	 	
Sincerely yours,

 	 
	 	/s/ Christopher J. Munyan
 	 
	 	Christopher J. Munyan 	 
	 	Chairman and Chief Executive Officer

Paper Magic Group, Inc. 	 
	 



 


 









 





Paul Quick

July 25, 2008

Page 7



The aforementioned is confirmed as of this 28th day of July, 2008:





	 	 	 
	/s/ Paul Quick
	 	 
	 

Paul Quick

	 	 
	 
	 	 
	cc: William G. Kiesling