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 ”):
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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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%
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Second anniversary of the Date of
Grant
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25
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%
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Third anniversary of the Date of
Grant
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25
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%
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Fourth anniversary of the Date of
Grant
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25
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%
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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.
1
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 (
