exv10w39






EXHIBIT 10.39




CSS INDUSTRIES, INC.

1845 WALNUT STREET

SUITE 800

PHILADELPHIA, PA 19103-4755

(215) 569-9900

FAX (215) 569-9979



EXECUTIVE OFFICE




March 30, 2010



Personal and Confidential




Mr. Clifford E. Pietrafitta

8 Brooks Road

Moorestown, NJ 08057




          Re: Separation Agreement and Release of Claims



Dear Cliff:




     This letter agreement (the “Agreement”) confirms our discussions regarding your separation
from employment with CSS Industries, Inc. (the “Company” or “CSS”) effective March 30, 2010 (the
“Separation Date”). You acknowledge that this Agreement constitutes the entire agreement and
understanding between you and the Company relating to your separation from employment and
post-employment severance and benefits. There are no other valid oral or written agreements
relating to the separation of your employment and post-employment severance and benefits, except as
expressly provided in this Agreement.



     In connection with the separation of your employment, the Company is offering you severance
payments (the “Severance Payments”), medical and dental benefits (“Medical Benefits”), and
outplacement services (“Outplacement Services”) (collectively, the “Severance Benefits”), subject
to the terms and conditions specified in this Agreement. You should read this Agreement carefully
and consult with an attorney prior to signing this Agreement or the General Release of Claims
(“Release”) attached to this Agreement.



     We have agreed as follows:




     1. Effective on the Separation Date you will resign from each and every position you presently
hold with the Company, including without limitation any position as an officer, director, trustee
or otherwise. At the Company’s request, from time to time and to the extent the Company deems the
same necessary, you will promptly execute and deliver separate forms of resignations from each of
these positions.



     2. The Company will not pay Severance Payments, and will not provide Medical Benefits and
Outplacement Services, if the Company determines that you engaged in any actions defined as “cause”
under the Company’s then current severance plan applicable to you (even if such determination



 









 





Mr. Clifford E. Pietrafitta

March 30, 2010

Page 2



is made following your Separation Date), or you breach any term of your Release, this Agreement, or
other agreement relating to your employment. You acknowledge that if you have outstanding any
debt, obligation or other liability representing an amount owed to the Company or its affiliates,
including amounts owed on Company credit cards, then any Severance Benefits you are otherwise
entitled to receive may be offset by such outstanding amounts.




          If you abide by and satisfy the terms and conditions set forth in this Agreement, including
without limitation executing, delivering and not revoking the attached Release to the Company in
accordance with Paragraph 6 hereof, the Company will pay Severance Payments, and provide Medical
Benefits and Outplacement Services, subject to the provisions of this Agreement, as follows:




          a) Severance Payments. You shall receive Severance Payments of Five Thousand Seven
Hundred Forty-Six Dollars and Fifteen Cents ($5,746.15) per week, for a period of Fifty-Two (52)
weeks, as measured from your Separation Date (the “Severance Period”). If you satisfy the terms
and conditions set forth in this Agreement, including the execution and nonrevocation of the
Release, the first payment, which will cover the first thirty days of your severance, will be paid
to you in a lump sum cash payment on the first Company pay date for executives that occurs after
the thirtieth (30th) day following the Separation Date, and the remaining installments will be paid
to you on each successive pay date for executives in accordance with the Company’s normal payroll
practices for the remainder of the Severance Period. Each installment of the Severance Payments
will be subject to and reduced by any requisite tax withholdings and any other then-applicable
payroll deductions. If you are rehired by the Company or any of its affiliates, and the Severance
Payments you received exceeds the income you would have received if you had been working for the
Company between your Separation Date and date of rehire, you will be required to return the excess
amount to the Company.




          b) Medical Benefits. If you are eligible under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”) to receive continuing medical and dental benefits under the
Company-sponsored medical and dental benefit plans after your employment ends, and you elect health
care continuation coverage under COBRA following the termination of your employment, the Company
will pay for a portion of the monthly COBRA premium, on the same basis as the Company pays for a
portion of such coverage for active employees, for the period Severance Payments are paid to you
hereunder; provided, that in order to receive such continued coverage at such premium rates
pursuant to this Agreement, you must pay to the Company, at the same time that COBRA premium
payments are due for the month, an amount equal to the full monthly COBRA premium payment required
for such monthly coverage and the Company will reimburse to you the amount of such monthly premium,
less the amount that you would have been required to pay for such coverage if you were employed by
the Company at such time (the “Health Payment”). In addition, on each such date on which the
monthly Health Payment is paid to you, the Company will pay to you an additional amount equal to
the federal, state and local income and payroll taxes that you incur on the monthly Health Payment
(the “Health Gross-Up Payment”). Your entitlement to the Health Payment and the Health Gross-Up
Payment will continue until the earlier to occur of (i) the end of the Severance Period, (ii) you
cease to receive the Severance
Payments, or (iii) you do not pay the full monthly premium for COBRA coverage. If you satisfy
the




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Mr. Clifford E. Pietrafitta

March 30, 2010

Page 3



terms and conditions set forth in this Agreement, including the execution and nonrevocation of
the Release and the conditions of this subparagraph, the first payment, which will cover the Health
Payment and Gross-Up Payment for the monthly premiums you paid prior to such date, will be paid to
you in a lump sum cash payment on the first Company pay date for executives that occurs after the
thirtieth (30th) day following the Separation Date, and the remaining Health Payments
and Gross-Up Payments, for the remainder of the period you are entitled to these payments pursuant
to this subparagraph, will be paid to you on the pay date for executives that occurs after the
monthly premium is paid by you. Each Health Payment and Health Gross-Up Payment will be subject to
and reduced by any requisite tax withholdings and any other then-applicable payroll deductions.
You will receive a letter describing in greater detail your eligibility for the continuation of
your medical and dental benefits under COBRA. By signing this Agreement, you agree that the
Company may deduct your portion of the post-employment premiums from your Severance Payments.




          c) Outplacement Services. The Company will provide you with certain outplacement
services to be provided by an outplacement consulting firm to be selected and engaged by the
Company, and such firm will inform you as to the terms and limits of these services.




     3. Your rights with respect to any outstanding equity compensation awards, including without
limitation stock option awards and restricted stock unit awards (collectively, “Equity Grants”),
made to you by the Company will terminate in accordance with the terms of the applicable plan and
award documents or agreements. If you were previously provided any Equity Grants under either CSS’
1994 Equity Compensation Plan or CSS’ 2004 Equity Compensation Plan, all of your outstanding Equity
Grants that (i) are exercisable as of your Separation Date shall remain exercisable for the ninety
(90) day period following your Separation Date (or the remaining term thereof, if shorter) and
shall terminate at the end of such period, and (ii) are not exercisable as of your Separation Date
shall immediately terminate as of your Separation Date.



     4. The Severance Benefits described in this Agreement constitute the entire compensation that
will be payable to you by the Company under this understanding or otherwise. Following the
Separation Date, except as expressly provided herein or pursuant to the terms of any benefits plans
of the Company (other than severance plans) that provide benefits or payments to former employees
according to their terms, you will not be entitled or eligible to receive any form of compensation
from or on behalf of Company, including by way of illustration, but not of limitation, salary,
bonus, profit sharing contribution, automobile allowance and accrued vacation pay. Notwithstanding
the foregoing, you will be paid (regardless of whether or not you accept this Agreement and sign
and deliver the attached Release) for any vacation time that has been earned, accrued and unused as
of the Separation Date.


      5. You and the Company agree as follows:



          a) Except as may be required by law, you agree that you shall at all times maintain the confidentiality of and shall not disclose to any third party (including current and former
employees of




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Mr. Clifford E. Pietrafitta

March 30, 2010

Page 4



the Company or its affiliates) the terms of this Agreement. The foregoing shall not
be construed to prohibit disclosure of this Agreement to your attorney, accountant or members of
your immediate family, provided that such individuals maintain the confidentiality of this
Agreement.




          b) You agree that as of the Separation Date you will surrender possession to the Company of
all Company keys, all Company documents, all Company credit cards and all other Company property
that at any time was in your possession and control.




          c) You recognize and acknowledge that by reason of your employment by and service to the
Company you have had access to confidential information of the Company and its affiliates. This
includes, without limitation, information and knowledge pertaining to products and services
offered, inventions, innovations, designs, ideas, plans, trade secrets, proprietary information,
manufacturing, packaging, advertising, distribution and sales methods and systems, sales and profit
figures, customer and client lists, and relationships between the Company and its affiliates and
dealers, distributors, wholesalers, customers, clients, suppliers and others who have business
dealings with the Company and its affiliates (“Confidential Information”). You acknowledge that
such Confidential Information is a valuable and unique asset. You must not at any time disclose
any such Confidential Information to any person for any reason whatsoever without the prior written
authorization of the undersigned, or the undersigned’s successor or designee, unless such
information is in the public domain through no fault of your own, and except as may be required by
law, and you acknowledge and agree that the Company’s continued provision to you of any Severance
Benefits described in this Agreement is contingent upon your full, complete and ongoing fulfillment
of all of your covenants that you have made in favor of CSS, including without limitation the
foregoing covenant regarding Confidential Information.




          d) You recognize and acknowledge that the covenants set forth in this Paragraph 5 are
independent of and do not affect the efficacy of any covenants that you have made in favor of CSS,
the Company, and/or any of their respective affiliates, including without limitation any covenants
set forth in any Non-Disclosure and Non-Competition Agreements you may have executed with CSS
(which shall continue to apply in all respects, unless specifically inconsistent with the terms of
this Agreement).




     6. You must sign and deliver this Agreement and the attached Release to the Company’s Human
Resources Department within twenty-one (21) days after your Separation Date. By signing the
Release and delivering it to the Company, you will waive all claims that you may have against the
Company and its affiliates, excepting only a claim for non-receipt of any Severance Benefits to
which you may be entitled under this Agreement. You are advised to consult with an attorney of
your choice before signing and returning the Release.



          You will have the right to revoke the Release, at any time within seven (7) days after you
have signed and returned this Agreement and the Release to the Company’s Human Resources Department
(the “Revocation Period”). If you exercise your right to revoke the Release, this Agreement
will be void, you will not be entitled to any Severance Benefits, and upon demand you will pay
back to the Company the full amount of any Severance Benefits which were paid to you or for your
benefit




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Mr. Clifford E. Pietrafitta

March 30, 2010

Page 5



under this Agreement.




     7. This Agreement shall be governed by and construed in accordance with the substantive laws
of the Commonwealth of Pennsylvania. If any portion of the Release is found to be legally invalid
and/or unenforceable, this entire Agreement shall be voidable in its entirety, at the sole
discretion of the Company. In the event the Company exercises its right to void this Agreement as
just described, you will not be entitled to receive any Severance Benefits.



     8. The provisions of this Agreement may be amended or modified only with the written agreement
of the Company. The Company shall not be deemed to have waived any provision of this Agreement
unless expressly waived by the Company in writing.



     9. You represent and acknowledge that:




     a) The Company has advised you to consult with an attorney as to this Agreement and
the Release prior to signing these documents;




     b) The Severance Benefits provided to you under this Agreement are subject to
applicable taxes and withholdings, and neither the Company 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 Internal Revenue Code of 1986, as amended, and the Company may
withhold from all amounts payable to you under this Agreement such amounts that are
necessary to satisfy the Company’s withholding obligations to you, and you are solely
responsible for all taxes that result from your receipt of the amounts payable to you under
this Agreement; and




     c) You have read and fully understand the terms and conditions of this Agreement and
acknowledge that your execution of this Agreement constitutes your voluntary act and will.



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Mr. Clifford E. Pietrafitta

March 30, 2010

Page 6




     If this Agreement accurately and completely describes our mutual understanding, please
indicate your acceptance of this Agreement by signing below and returning this Agreement to me
within twenty-one (21) days after your last day of employment.



	 	 	 	 	 	 	 

	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	CSS Industries, Inc. (“Company”)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Christopher J. Munyan
 

Christopher J. Munyan
	 	 
	 

	 	Title:
	 	President and Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	Witness to Employee’s Signature:

	 	 	 	Agreed and Accepted:	 	 






	 	 	 	 	 	 	 	 	 

	/s/ Candice B. Cohen
 

Witness signature

	 	 
	 	By:

Name:
	 	/s/ Clifford E. Pietrafitta
 

Clifford E. Pietrafitta
	 	 
	 
	 	 	 	 	 	 	 	 
	Print Name: Candice B. Cohen

	 	 	 	Date:
	 	4/14/10	 	 






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ATTACHMENT




GENERAL RELEASE OF CLAIMS



     I agree to and hereby do, intending to be legally bound, release and forever discharge Paper
Magic Group, Inc., and its parent, affiliates, and related companies, their past, present and
future officers, directors, attorneys, employees, shareholders and agents and their respective
successors and assigns (jointly and severally, the “Company”) from any and all actions, charges,
causes of action or claims of any kind, known or unknown, which I, my heirs, agents, successors or
assigns ever had, now have or hereafter may have against the Company arising out of any matter,
occurrence or event existing or occurring prior to my signing of this release, including without
limitation any claim relating to or arising out of my employment with and/or termination of
employment by the Company, any claim of discrimination based on age, sex, race, religion, color,
creed, disability, citizenship, national origin or any other factor prohibited by federal, state or
local law (including any claims under the Age Discrimination in Employment Act (“ADEA Rights”),
Title VII of the Civil Rights Act of 1964, the Americans With Disabilities Act (“ADA”), the
Employment Retirement Security Act of 1974 (“ERISA”), The Pennsylvania Human Relations Act, the
Pennsylvania Equal Pay Law or The Pennsylvania Wage Payment and Collection Law), any claim for
breach of contract, and/or any common law claim such as libel, slander, fraud, promissory estoppel,
equitable estoppel, misrepresentation or wrongful discharge. Excluded from this general release are
only: (i) any claim which I may have against the Company for non-payment of the Severance
Payments, Medical Benefits, and/or Outplacement Services due to me under the terms of the attached
Agreement between the Company and me; and (ii) any claim which arises out of any matter, occurrence
or event occurring exclusively after I sign and return this Release.



     I agree to the terms in this Release and understand them. I acknowledge that the Company has
advised me to consult with an attorney concerning the effect of this general release. I
acknowledge that I have been told by the Company that I will receive no payments under the attached
Agreement, or any other consideration, if I do not execute this general release of all claims and
deliver it to the Company no later than twenty-one (21) days after my last day of employment with
the Company. I also understand that I have seven (7) days after signing and delivering this
general release to revoke it, in which case the Company will have no obligation to me under the
terms of the attached Agreement. I acknowledge that I have been told by the Company that I will
receive no payments or any other consideration under the attached Agreement if at any time after I
sign this general release I revoke it, or if the general release does not remain in full force and
effect.



	 	 	 	 	 

	Employee’s Signature:

	 	/s/ Clifford E. Pietrafitta
 

Clifford E. Pietrafitta
	 	Date: 4/14/10 
	 
	Witness Signature:

	 	/s/ Candice B. Cohen
 

	 	Date: 4/15/10 
	Print Name: Candice B. Cohen	 	 







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