Exhibit 10.2







EXHIBIT 10.2




CSS INDUSTRIES, INC.




2004 EQUITY COMPENSATION PLAN




NONQUALIFIED STOCK OPTION GRANT




This NONQUALIFIED STOCK OPTION GRANT, dated as of      , 20     (the “Date of Grant”), is delivered by
CSS Industries, Inc. (the “Company”) to      (the “Grantee”).



RECITALS




WHEREAS, the Human Resources Committee of the Board of Directors of the Company (the “Committee”) has
determined to grant the Grantee an equity award (the “Equity Award”) for shares of Common Stock of the Company,
par value $0.10 per share (the “Company Stock”);



WHEREAS, the Equity Award is comprised of two separate grants, a nonqualified stock option and a stock bonus
award; and



WHEREAS, the Committee has determined that the nonqualified stock option portion of the Equity Award shall be
issued under the CSS Industries, Inc. 2004 Equity Compensation Plan (the “Plan”) and the terms and conditions
of such nonqualified stock option shall be memorialized in this Nonqualified Stock Option Grant (the “Grant”).



NOW, THEREFORE, the parties to this Grant, intending to be legally bound hereby, agree as follows:



1. Grant of Option. Subject to the terms and conditions set forth in this Grant and in the Plan, the Company
hereby grants to the Grantee a nonqualified stock option (the “Option”) to purchase      shares of
Company Stock at an exercise price of $    per share. The Option shall become exercisable according to Paragraph
2 below.



2. Exercisability of Option. The Option shall become exercisable on the following dates, if the Grantee is
Employed by the Employer (as defined in the Plan) on the applicable vesting date (each, a “Vesting Date”):



	 	 	 	 	 
	 	 	Shares for Which the Option is
	Vesting Date	 	Exercisable on the Vesting Date
	First anniversary of the Date of Grant
	 	 	25	%
	Second anniversary of the Date of Grant
	 	 	25	%
	Third anniversary of the Date of Grant
	 	 	25	%
	Fourth anniversary of the Date of Grant
	 	 	25	%






The exercisability of the Option is cumulative, but shall not exceed 100% of the shares of Company Stock subject to the
Option. If the foregoing schedule would produce fractional shares, the number of shares for which the Option becomes
exercisable shall be rounded up to the nearest whole Share. The Committee may accelerate the period over which the
Option becomes exercisable based upon the Grantee’s individual performance.


 


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3. Term of Option.



(a) The Option shall have a term of seven years from the Date of Grant and shall terminate at the expiration of
that period, unless it is terminated at an earlier date pursuant to the provisions of this Grant or the Plan.



(b) The Option shall automatically terminate upon the happening of the first of the following events:



(i) The expiration of the 90-day period after the Grantee ceases to be Employed by the Employer, if the
termination is for any reason other than death, termination for Cause (as defined in the Plan), or the Grantee’s sole
determination to terminate his or her employment (other than by reason of retirement approved by the Committee).



(ii) The expiration of the 180-day period after the Grantee ceases to be Employed by the Employer, if the Grantee
dies while Employed by the Employer or retires from such employment with the consent of the Committee.



(iii) The date on which the Grantee ceases to be Employed by the Employer on account of a termination for Cause by
the Employer (as defined in the Plan) or the Grantee’s voluntary termination (other than by reason of retirement
approved by the Committee). In addition, notwithstanding the prior provisions of this Paragraph 3, if the Grantee
engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall
immediately terminate.



Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the
seventh anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee
ceases to be employed by, or provide service to, the Employer shall immediately terminate.



4. Exercise Procedures.



(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable
Option by giving the Company written notice of intent to exercise in the manner provided in this Grant, specifying the
number of shares of Company Stock as to which the Option is to be exercised and the method of payment. Payment of the
exercise price shall be made in accordance with procedures established by the Committee from time to time based on type
of payment being made but, in any event, prior to issuance of the shares of Company Stock. The Grantee shall pay the
exercise price (i) in cash, (ii) by delivering shares of Company Stock owned by the Grantee and having a Fair Market
Value (as defined in the Plan) on the date of exercise at least equal to the exercise price or by attestation (on a
form prescribed by the Committee) to ownership of shares of Company Stock having a Fair Market Value on the date of
exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with procedures
permitted by Regulation T of the Federal Reserve Board, or (iv) by such other method as the Committee may approve, to
the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems
appropriate on the use of shares of Company Stock to exercise the Option.



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(b) The obligation of the Company to deliver shares of Company Stock upon exercise of the Option shall be subject
to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate
by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant
securities laws and regulations.



(c) All obligations of the Company under this Grant shall be subject to the rights of the Employer as set forth in
the Plan to withhold amounts required to be withheld for any taxes, if applicable. Unless Committee determines
otherwise, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option
by having shares of Company Stock withheld up to an amount that does not exceed the minimum applicable withholding tax
rate for federal (including FICA), state and local tax liabilities.



5. Change of Control. The provisions of the Plan applicable to a Change of Control (as defined in the Plan)
shall apply to the Option, and, in the event of a Change of Control, the Committee may take such actions as it deems
appropriate pursuant to the Plan.



6. Restrictions on Exercise. Except as the Committee may otherwise permit pursuant to the Plan, only the
Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be
exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or
by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the
extent that the Option is exercisable pursuant to this Grant.



7. Acknowledgement By Grantee. By accepting this Grant, the Grantee hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by the terms of the Plan and this Grant. The Grantee further agrees to be bound by the
determinations and decisions of the Committee with respect to this Grant and the Plan and the Grantee’s rights to
benefits under this Grant and the Plan, and agrees that all such determinations and decisions of the Committee shall be
binding on the Grantee, his or her beneficiaries and any other person having or claiming an interest under this Grant
and the Plan on behalf of the Grantee. The Grantee further hereby acknowledges and agrees that the Grantee will
indemnify the Employer and hold the Employer free and harmless of, from and against any and all losses, damage,
obligation or liability, and all costs and expenses (including reasonable attorneys’ fees) incurred in connection
therewith, which may be suffered or incurred on account or by reason of any act or omission of the Grantee or the
Grantee’s heirs, executors, administrators, personal representatives, successors and assigns in breach or violation of
the provisions of the Plan or the agreements of the Grantee set forth herein.



8. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan, the terms of which are
incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and
exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established
from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to,
provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration,
qualification or listing of the shares of Company Stock, (c) changes in capitalization of the Company and (d) other
requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant
to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.



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9. No Employment or Other Rights. The grant of the Option shall not confer upon the Grantee any right to be
retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the
Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate the
Grantee’s employment or service at any time for any reason is specifically reserved.



10. No Stockholder Rights. Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in
the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the
shares of Company Stock subject to the Option, until certificates for shares of Company Stock have been issued upon the
exercise of the Option.



11. Assignment and Transfers. Except as the Committee may otherwise permit pursuant to the Plan, the rights
and interests of the Grantee under this Grant may not be sold, assigned, encumbered or otherwise transferred except, in
the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt
by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder,
except as provided for in this Grant, or in the event of the levy or any attachment, execution or similar process upon
the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option
and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder
shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates.
This Grant may be assigned by the Company without the Grantee’s consent.



12. Applicable Law; Entire Agreement. The validity, construction, interpretation and effect of this instrument
shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to the conflicts of laws provisions thereof. This Grant, together with the Company’s form of agreement provided
to the Grantee herewith, the provisions of which are incorporated herein by reference, sets forth the entire agreement
of the parties with respect to the subject matter hereof and may not be changed or terminated except by a writing
signed by the Grantee and the Company. This Grant and any undertakings and indemnities delivered hereunder shall be
binding upon and shall inure to the benefit of the Grantee and the Grantee’s heirs, distributees and personal
representatives and to the Company, its successors and assigns.



13. Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in
care of the Secretary at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to
such Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee may
designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a
properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office
regularly maintained by the United States Postal Service.



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IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Grant, and the
Grantee has executed this Grant, effective as of the Date of Grant.



	 	 	 
	ATTEST

	 	CSS INDUSTRIES, INC.
	 

	 	 
	(Corporate Seal)

	 	 
	 

	 	 
	
                                       
	 	By:                                        






I hereby accept the Option described in this Grant, and I agree to be bound by the terms of the Plan and this Grant. I
hereby further agree that all the decisions and determinations of the Committee shall be final and binding.




ACCEPTED:




By:                                           


Grantee



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