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CSS INDUSTRIES, INC.
1845 WALNUT STREET
SUITE 800
PHILADELPHIA, PA 19103-4755
(215) 569-9900
FAX (215) 569-9979
DAVID J. M. ERSKINE
EXHIBIT 10.1
PRESIDENT & CHIEF EXECUTIVE OFFICER
October 25, 2005
PERSONAL AND CONFIDENTIAL
-------------------------
Mr. Christopher J. Munyan
20 Steeplechase Drive
Bloomsburg, PA 17815
Dear Chris:
Subject to approval by our Board of Directors, we are pleased
to extend an offer of employment to you as Executive Vice President
and Chief
Operating Officer of CSS Industries, Inc. ("CSS") effective October
25, 2005.
Effective with, and as a result of, this promotion, you will resign
your
position as President of Berwick Offray LLC ("Berwick").
1. Contract Term - The term of your employment will be two (2)
years,
commencing October 25, 2005 and ending October 25, 2007, unless
terminated
earlier by you or by CSS at any time as provided herein.
Thereafter, your
employment status with CSS will continue to be that of an employee
at-will,
subject to termination by either you or CSS at any time.
2. Compensation - Subject to and conditioned upon approval by the
Human
Resources Committee of the Board of Directors of CSS (the
"Committee"), the
compensation package for this position will be as follows:
A. Base Salary - A base salary in the gross amount of $325,000
per annum payable at such times as CSS pays its executives. There
will be an
annual performance review thereafter and you will then be
considered for an
increase in base salary consistent with the then current CSS
policy. If on or
prior to March 31, 2006 CSS determines, in its sole discretion,
that your job
responsibilities will include management responsibility for Cleo
Inc and its
subsidiaries, your base salary will be increased to $350,000 per
annum. If after
March 31, 2006 CSS determines, in its sole discretion, that your
job
responsibilities will include management responsibility for Cleo
Inc and its
subsidiaries, your then current base salary will be increased by an
amount equal
to $25,000 per annum.
B. Incentive Compensation - For CSS' current fiscal year
ending March 31, 2006, you will continue to be eligible to
participate in the
Management Incentive Plan ("MIP"), and you will have the potential
of earning
incentive compensation for the full 2006 fiscal year of up to 80%
of your base
salary specified in Section 2.A. above. However, for purposes of
calculating the
portion of your potential 2006 fiscal year incentive compensation
relating to
financial target objectives, 75% of the calculation will be based
upon the
actual full 2006 fiscal year financial results of Berwick and 25%
of the
calculation will be based upon the actual full 2006 fiscal year
financial
results of The Paper Magic Group, Inc.
<PAGE>
Christopher J. Munyan
Page 2
October 25, 2005
For CSS' fiscal year ending March 31, 2007, depending on the
extent of achievement of certain individual and CSS objectives, you
will have
the potential of earning for a full fiscal year period incentive
compensation
with a target opportunity of up to 100% of your then base salary.
The financial
target objectives of your potential 2007 fiscal year incentive
compensation will
be determined based upon the actual full 2007 fiscal year financial
results of
CSS.
C. Stock Option Grant - A stock option will be granted to you
to acquire 15,000 shares of CSS Common Stock. This grant will in
all respects be
subject to and in accordance with the provisions of the CSS 2004
Equity
Compensation Plan, and the terms of the grant letter to be provided
to you at
the time of the grant.
3. Benefits Coverage; Relocation Expenses -You will also be
entitled to
participate in those CSS benefit programs available to its officer
level
personnel in accordance with the applicable terms of these
programs. In
addition, you will also be eligible to be reimbursed for expenses
associated
with the relocation of your primary residence to the Philadelphia,
Pennsylvania
area in accordance with the applicable terms of the CSS relocation
policy.
4. Employment Status; Severance Pay - Your employment status with
CSS
will be that of an employee at-will, and thus this employment
status is subject
to termination by either you or CSS at any time. However, in the
event that CSS
terminates your employment without cause at any time prior to
October 25, 2007,
and subject to your compliance with the terms and conditions of
this letter
agreement, CSS will pay you an amount equal to the greater of (i)
one year of
your then-current annual base salary (less applicable tax
withholdings and
payroll deductions) or (ii) an amount equal to your then-current
annual base
salary (less applicable tax withholdings and payroll deductions)
for the period
from the effective date of such termination to October 25, 2007. In
addition to
the foregoing, in the event that CSS terminates your employment
without cause at
any time prior to October 25, 2007, and subject to your compliance
with the
terms and conditions of this letter agreement, CSS will make the
services of an
"outplacement" firm available to you to assist you in finding new
employment;
provided, however, that CSS' expenditures to make such services
available to you
shall not exceed the aggregate amount of $6,500. For purposes of
this letter
agreement, termination "without cause" means termination other than
termination
resulting from or related to your breach of any of your obligations
under this
letter agreement, your failure to comply with any lawful directive
of CSS' Chief
Executive Officer or the Board of Directors of CSS, your failure to
comply with
CSS' Code of Ethics, your conviction of a felony or of any moral
turpitude
crime, or your willful or intentional engagement in conduct
injurious to CSS or
any of its affiliate
