EXHIBIT 10.1
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 ”):
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Shares for Which the Option
is |
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Vesting Date |
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Exercisable on the Vesting
Date |
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First anniversary
of the Date of Grant
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25 |
% |
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Second anniversary
of the Date of Grant
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25 |
% |
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Third anniversary
of the Date of Grant
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25 |
% |
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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.
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&nb
