EXHIBIT 10.3
CSS INDUSTRIES, INC.
2004 EQUITY COMPENSATION PLAN
STOCK BONUS AWARD GRANT
This
STOCK BONUS AWARD 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 a stock bonus award
that will be converted to shares of common stock of the Company,
par value $0.10 per share, (the “ Company Stock
”), if certain requirements set forth in this Stock Bonus
Award Grant (the “ Grant ”) are satisfied;
and
WHEREAS, the Committee has determined that the
stock bonus award granted to the Grantee pursuant to this Grant
shall be issued under the CSS Industries, Inc. 2004 Equity
Compensation Plan (the “ Plan ”) and the terms
and conditions of such stock bonus award shall be memorialized in
this Grant.
NOW,
THEREFORE, the parties to this Grant, intending to be legally bound
hereby, agree as follows:
1. Grant of Stock Bonus
Award . Subject to the terms and conditions set forth in this
Grant and the Plan, the Company hereby grants to the Grantee a
stock bonus award equivalent to units (the “ Restricted
Stock Units ”). Each unit (a “ Unit ”)
shall be a phantom right and shall be equivalent to one share of
Company Stock on the applicable Redemption Date (as defined
below).
2. Restricted Stock Unit
Account . The Company shall establish and maintain a Restricted
Stock Unit account as a bookkeeping account on its records (the
“ Restricted Stock Unit Account ”) for the
Grantee and shall record in such Restricted Stock Unit Account the
number of Restricted Stock Units granted to the Grantee. The
Grantee shall not have any interest in any fund or specific assets
of the Company by reason of this grant or the Restricted Stock Unit
Account established for the Grantee.
3. Vesting
.
(a) Fifty percent (50%) of the Restricted
Stock Units shall become vested on the third anniversary of the
Date of Grant (the “ First Service Date ”),
provided the Grantee continues to be Employed by the Employer (as
defined in the Plan) from the Date of Grant through the First
Service Date.
1
(b) The remaining fifty percent (50%) of
the Restricted Stock Units shall become vested on the fourth
anniversary of the Date of Grant (the “ Second Service
Date ”), provided the Grantee continues to be Employed by
the Employer from the Date of Grant through the Second Service
Date.
(c) If at any time prior to the First
Service Date or Second Service Date, as applicable, the
Grantee’s ceases to be Employed by the Employer for any or no
reason, all of the Restricted Stock Units subject to this Grant
that have not vested will be immediately forfeited and the Grantee
shall have no rights with respect to the redemption of any portion
of such forfeited Restricted Stock Units.
4. Redemption . The
Restricted Stock Units that become vested pursuant to
Paragraph 3 above shall be redeemed by the Company on each of
the First Service Date or Second Service Date, as applicable, or as
soon as administratively practicable thereafter, but not later than
thirty (30) days following the First Service Date or Second
Service Date, as applicable, if the Grantee continues to be
Employed by the Employer, from the Date of Grant to the First
Service Date or Second Service Date, as applicable (each such date,
the “ Redemption Date ”). On the respective
Redemption Date, all Restricted Stock Units that have become vested
pursuant to Paragraph 3 will be redeemed and converted to an
equivalent number of shares of Company Stock, and the Grantee shall
receive a single sum distribution of such shares of Company Stock,
which shall be issued under the Plan.
5. Change of Control
. The provisions set forth in the Plan applicable to a Change of
Control (as defined in the Plan) shall apply to the Restricted
Stock Units, and, in the event of a Change of Control, the
Committee may take such actions as it deems appropriate pursuant to
the Plan and is consistent with the requirements of section 409A of
the Internal Revenue Code of 1986, as amended (the “
Code ”), if applicable.
6. Acknowledgment by
Grantee . By accepting this Grant, the Grantee acknowledges
that with respect to any right to redemption or distribution
pursuant to this Grant, the Grantee is and shall be an unsecured
general creditor of the Company without any preference as against
other unsecured general creditors of the Company, and the Grantee
hereby covenants for himself or herself, and anyone at any time
claiming through or under the Grantee not to claim any such
preference, and hereby disclaims and waives any such preference
which may at any time be at issue, to the fullest extent permitted
by applicable law. The Grantee also hereby acknowledges and agrees
that the Grantee will indemnify the Employer (as defined in the
Plan) 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. The Grantee also 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 th
