Filed by Bowne Pure Compliance





Exhibit 10.2




CSS INDUSTRIES, INC.

FY2009 Management Incentive Program Criteria




CSS Industries, Inc.




These FY2009 Management Incentive Program Criteria has been approved by the Human Resources
Committee (the “Committee”) of the Board of Directors of CSS Industries, Inc. (“CSS” or the
“Company”) in connection with the CSS Industries, Inc. Management Incentive Program (the
“Program”). All defined terms used herein and not otherwise defined shall have the respective
meanings set forth in the Program. These FY2009 Management Incentive Program Criteria are not
intended in any way to alter, modify or supercede the terms of the Program, and reference should be
made to such Program for a full description of the terms of the Program.



For CSS’ fiscal year ending March 31, 2009, these FY2009 Management Incentive Program Criteria
shall apply solely to eligible Participants who are employed by the Company.



Notwithstanding any provision in this document or otherwise to the contrary, the Committee, in its
sole discretion, reserves the right (a) to determine the eligibility requirements for participation
in the Program; (b) to determine whether an employee satisfies the eligibility requirements for
participation in the Program; (c) to award an Award, if any, to a Participant under the Program;
(d) to deny payment of an Award to a Participant otherwise eligible under the terms of the Program
or this document; (e) to make an Award, if any, to a Participant in a greater or lesser amount than
provided for in the Program or this document; and/or (f) to make an Award, if any, in a manner or
on a schedule other than as provided for in the Program or this document.



Participants




The Company’s employees eligible to be Participants under the Program are limited to the Company’s
full-time employees having one or more of the job titles listed on Exhibit “A” attached hereto,
which list may be modified from time to time, and at any time, at the sole discretion of the
Committee upon the recommendation by the Company’s President. Notwithstanding any provision in
this document or otherwise to the contrary, the Committee, in its sole discretion, reserves the
right to change or modify the eligibility requirements for participation in the Program at any time
and from time to time, and to determine whether an employee satisfies the eligibility requirements
for participation in the Program. Any new or existing Company employee who becomes eligible for
the first time to participate in the Program may, at the Company President’s sole discretion, be
eligible to receive a bonus payment, if any, prorated for the months he or she is eligible to
receive an Award under the Program; provided, however, that Committee approval shall be required
for any Award under the Program to any newly eligible Company employee who is an executive officer
of the Company or who has an annual base salary in excess of $200,000.



Participant Performance Criteria




For the Company’s fiscal year ending March 31, 2009, each Participant is eligible to receive an
Award calculated using a base amount equal to such Participant’s Target Index Amount (as such term
is defined below). Unless otherwise determined by the Committee, in its sole discretion, the
Award is contingent upon the achievement by CSS of at least a minimum level of earnings per share
(“EPS”) of CSS’ common stock, as determined by the Committee in its sole discretion. If a minimum
level of EPS is not achieved, no Award will be paid. Any permitted adjustments to, or exclusions
from, the determination of EPS shall be determined by the Committee, in its sole discretion, at the
time that these FY2009 Management Incentive Program Criteria are approved by the Committee.


 


 









 






Target Index Amount




The “Target Index Amount” for each Participant is determined by multiplying (i) the Participant’s
guideline percentage (based upon the Participant’s position and determined at the sole discretion
of the Committee or, if not specifically determined by the Committee, at the sole discretion of the
Company’s President) by (ii) the Participant’s base salary effective as of the later of April 1,
2008 or the date upon which such Participant becomes eligible to participate in the Program, as
determined at the sole discretion of the Committee or, if not specifically determined by the
Committee, at the sole discretion of the Company’s President.




Example: a Participant has a base salary of $40,000 effective as of April 1, 2008 and has a
guideline percentage of 15%.



	 	 	 	 	 	 	 	 	 	 	 	 
	Guideline	 	 	 	 	Base Salary	 	 	 	Target Index
	Percentage	 	 	*	 	as of 4/1/07	 	=	 	Amount
	15
	%	 	*
	 	$	40,000
	 	=
	 	$	6,000






A Participant who changes job positions during the Fiscal Year (i.e., moves to a higher or lower
job level that is an eligible position under the Program) will be eligible to receive an Award that
is based upon the employee’s annual salary and level in effect as of April 1, 2008, plus or minus
any pro rata adjustment that is effective with the change in position.



Each Participant’s Target Index Amount is not a guarantee that the applicable Participant will
receive such Target Index Amount, or any Award. If awarded, the amount of any Award is subject to
adjustment from the Target Index Amount based upon, among other factors, the actual level of EPS
achievement and the level of achievement of a Participant’s individual objectives. For example, if
a Participant’s performance is unsatisfactory, but CSS has favorable EPS results, then the
Committee may determine, in its sole discretion, not to pay any Award to the unsatisfactory
performer.



Allocation of Target Index Amount




If a minimum level of EPS is not achieved, no Award will be paid. If the Company achieves at least
a minimum level of EPS, as determined by the Committee in its sole discretion, then the Target
Index Amount will be allocated as follows, unless otherwise determined by the Committee, in its
sole discretion:




	 	(i)	 	for the Company’s President and Vice Presidents, 100% of the Target Index
Amount will be allocated based upon the actual level of EPS achievement compared to
targeted EPS; and

	 
	 	(ii)	 	for all other Participants, (A) 50% of the Target Index Amount will be
allocated based upon the actual level of EPS achievement compared to targeted EPS and
(B) 50% of the Target Index Amount will be allocated based upon the applicable
Participant’s achievement of his or her performance goals (the “Individual Objective
Component”). The amount, if any, attributable to each component will be adjusted based
upon the Company’s actual level of EPS achievement compared to targeted EPS.






In determining the adjustment based upon the Company’s actual level of EPS achievement compared to
targeted EPS, the computation set forth on Exhibit “B” attached hereto will apply.


 


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In addition, the computation of the Individual Objective Component will be determined based upon
each Participant’s achievement of his or her specific goals and objectives. Each Participant will
develop with his or her supervisor specific goals and objectives to be achieved by the Participant
during the Company’s
fiscal year ending March 31, 2009. Such goals and objectives should be documented in a manner
acceptable to the Company’s President, in his or her sole discretion, either at the beginning of
the fiscal year, the date upon which the Participant becomes eligible to participate in the
Program, the date upon which such Participant’s position with the Company changes, or such other
date as selected by the Company’s President, in his or her sole discretion. At the end of the
Company’s fiscal year ending March 31, 2009, the level of each Participant’s achievements of his or
her goals and objectives will be determined by the applicable Participant’s supervisor, in his or
her sole discretion up to a maximum achievement of 150%, and submitted to the Company’s President
for review and approval, in his or her sole discretion. With respect to Participants who are
executive officers of CSS or who have annual base salaries in excess of $200,000, the Committee, in
its sole discretion, will review and approve, disapprove or modify the Company’s determination as
to each such Participant’s level of achievement of his or her goals and objectives. The Program is
not intended to duplicate the Company’s merit salary review process, and a Participant’s Individual
Objective Component ratings may vary from his or her merit salary review performance rating.



Although a Participant’s achievement of his or her goals and objectives may exceed 100%, up to a
maximum of 150%, the aggregate amount payable to all Company Participants attributable to the
Individual Objective Component shall not exceed the Company’s budgeted bonus amount attributable to
the Individual Objective Component without the prior approval of the Committee, in its sole
discretion.




 


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