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Exhibit 10.1
CSS INDUSTRIES, INC.
1845 WALNUT STREET
SUITE 800
PHILADELPHIA, PA 19103-4755
(215) 569-9900
FAX (215) 569-9979
DAVID J. M. ERSKINE
PRESIDENT & CHIEF EXECUTIVE OFFICER
July 11, 2005
PERSONAL AND CONFIDENTIAL
William G. Kiesling, Esquire
126 Bertolet School Road
Spring City, PA 19475
Dear Bill:
We are pleased to extend an offer of employment to you as Vice
President and General Counsel of CSS
Industries, Inc. ("CSS") effective August
2, 2005(1).
1. Subject to and conditioned upon commencement of your employment
with
CSS, the compensation package for this
position will be as follows:
A. Base Salary - A base salary in the gross amount of $220,000
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.
B. Incentive Compensation - For CSS' current fiscal year
ending March 31, 2006, you will be eligible
to participate in our current
Management Incentive Plan ("MIP") on a pro
rata basis covering your anticipated
eight months of employment during the
remainder of the current fiscal year.
Depending on the extent of achievement of
certain pre-set 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 50% of your then base
salary.
C. Stock Option Grant - A stock option will be granted to you
to acquire 20,000 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.
D. Sign-on Bonus - Upon commencement of your employment with
CSS, you will receive a one-time sign-on
bonus in the gross amount of $25,000.
E. Company Automobil
