CSS INDUSTRIES, INC. SEVERANCE PAY PLAN FOR SENIOR MANAGEMENT AND SUMMARY PLAN DESCRIPTION

Exhibit 10.4

Revised: 12/29/2008

CSS INDUSTRIES, INC.
SEVERANCE PAY PLAN
FOR SENIOR MANAGEMENT
AND
SUMMARY PLAN DESCRIPTION

Amended and Restated Effective December 29, 2008

INTRODUCTION

The purpose of the CSS Industries, Inc. Severance Pay Plan for Senior Management (the “Plan”) is to provide payments on a discretionary basis to certain key employees of CSS Industries, Inc. (“CSS”) and its subsidiaries whose employment is terminated for a reason covered by the Plan. This document is designed to serve as both the Plan document and the summary plan description for the Plan. The legal rights and obligations of any person having an interest in the Plan are determined solely by the provisions of the Plan.

The Plan is intended to alleviate some of the financial hardship that eligible employees may experience when their employment is terminated. In essence, benefits under the Plan are intended to be supplemental unemployment benefits. The benefits under the Plan are not intended as deferred compensation and no individual shall have a vested right in such benefits.

CSS, as the Plan sponsor, has the sole discretion to determine whether an employee may be considered eligible for benefits under the Plan. All actions taken by CSS shall be in its role as the sponsor of the Plan, and not as a fiduciary. Nothing in the Plan will be construed to give any employee the right to receive severance payments or to continue in the employment of CSS and any of its subsidiaries. The Plan is unfunded, has no trustee, and is administered by the Plan Administrator. The Plan is intended to be an “employee welfare benefit plan” within the meaning of section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and 29 C.F.R. § 2510.3-2(b) and is to be administered as a “top hat” welfare plan exempt from the substantive requirements of ERISA. Please review the section entitled “Amendment and Termination of the Plan” regarding CSS’ reservation of future rights.

The Plan was originally effective as of October 9, 2006 with respect to terminations occurring on or after October 9, 2006. The Plan is amended and restated effective as of December 29, 2008, in order to comply with the requirements of Section 409A of the Code and the final regulations promulgated thereunder, and applies with respect to terminations occurring on or after December 29, 2008. The Plan, in the form set forth herein, supersedes all prior severance pay plans, policies, agreements or practices, whether formal or informal, written or unwritten, of CSS and its subsidiaries under which CSS or any of its subsidiaries provided severance benefits prior to the effective date of this Plan, with the exception of any individual employment contract that contains a severance pay provision that provides severance in excess of the amount an employee would be eligible to receive under this Plan. The Plan will continue until terminated as provided herein.

GENERAL INFORMATION

DEFINITIONS

Cause : Except to the extent otherwise specified by CSS, a finding by the Employer that you have: (i) violated your Employer’s Code of Ethics Policy; (ii) violated the CSS Anti-Harassment Policy; (iii) violated your Employer’s Drug-Free Workplace Act Policy; (iv) committed insubordination; (v) abused other employees; (vi) engaged in theft; (vii) engaged in dishonesty; (viii) engaged in actions of a criminal nature; (ix) willfully neglected job responsibilities; (x) violated any other CSS or Employer policy; (xi) demonstrated significantly deficient job performance that is a willful failure by you to improve your performance despite communication(s) by your Employer regarding the performance improvement required by the otherwise eligible employees; (xii) committed other act(s) detrimental to your Employer, its parent or subsidiaries, its employees, and/or its customers; or (xiii) engage in or become concerned with, either on your own behalf or on behalf of any other person, firm, or corporation, any business or activity which is the same, similar to, or competitive with that conducted by, engaged in, or developed for later implementation by the Employer.

Code : Internal Revenue Code of 1986, as amended.

Committee : The Human Resources Committee of the Board of Directors of CSS.

Comparable Job : A job with no decrease in total annual compensation (base salary plus target bonus, if applicable), and which would require the affected individual to report to a principal business location that is less than 50 miles from the affected individual’s current principal business location. The Plan Administrator will have the sole discretion to determine whether a job is a Comparable Job for purposes of the Plan.

CSS : CSS Industries, Inc.

Employer : CSS and any Subsidiary.

Employment Termination Date : The date on which your employment relationship with the Employer is involuntarily terminated by the Employer.

Plan Administrator : The Severance Plan Administrative Committee as designated by CSS to administer the Plan in accordance with its terms, or its delegate.

Release : The release and discharge of the Employer and all affiliated persons and entities from any and all claims, demands and causes of action relating to your employment with the Employer, other than as to any vested benefits to which you may be entitled under any Employer benefit plan, which will be in such form as may be proscribed by the Employer, acting as plan sponsor and as a fiduciary, from time to time and with such modifications as the Employer deems appropriate for your individual situation.

Senior Management Employee : For purposes of this Plan, (A) any employee of CSS who either (i) has the officer title of President, Vice President, Treasurer or Secretary with such entity, or (ii) serves as the Managing Director of CSS Pacific Rim Limited; and (B) any employee of Cleo Inc, Berwick Offray LLC, C.R. Gibson, LLC or Paper Magic Group, Inc. who either (i) has the officer title of President of such entity or (ii) has the officer title of Vice President with, and directly reports to the President of, such entity (but excludes any such individual who directly reports to the President of such entity on an interim basis as a result of a vacancy in an officer level position reporting directly to such President).

Severance Pay : The severance benefits that will be offered to you if you incur a termination of employment with the Employer for a reason set forth in the Plan.

Subsidiary : Any subsidiary of CSS that is designated by the Committee as a participating employer in the Plan and is listed on the attached Exhibit B .

COVERAGE

You will be eligible to participate in this Plan if you are a Senior Management Employee at the time of your termination of employment. You will not be eligible to participate in this Plan if you are not a Senior Management Employee at the time of your termination of employment and you are covered by an employment agreement or other agreement that provides severance benefits on account of an involuntary termination of employment that is greater than the amount that would be payable to you under the Plan.

ELIGIBILITY

A. When You Are Eligible

You are eligible for Severance Pay if (i) your employment with your Employer has been terminated by the Employer for any reason other than on account of Cause, your death or you become disabled and you are not otherwise ineligible for severance pay as set forth in section B. below; and (ii) you sign and do not revoke the Employer’s standard Release.

The foregoing in no way limits the right of the Employer to (i) terminate your employment and (ii) provide severance under other circumstances, in each case, as determined by the Employer in its sole and absolute discretion.

B. When You Are Not Eligible

You are not eligible for Severance Pay in any of the following circumstances:

Notwithstanding any provision of the Plan to the contrary, the Committee, in its sole discretion and acting on behalf of the Employer as the Plan sponsor and not as a fiduciary, reserves the right (a) to determine whether an employee satisfies the eligibility requirements for Severance Pay, (b) to award Severance Pay to a terminated employee not otherwise eligible, (c) to deny benefits to an employee otherwise eligible under the terms of the Plan, (d) to award benefits to any terminated employee in a greater or lesser amount than provided for in the Plan, and/or (e) to pay out benefits in a manner or on a schedule other than provided for in the Plan.

PLAN BENEFITS

Severance Pay

If you are selected to receive Severance Pay under the Plan, as determined by the Committee, the benefit for which you may be eligible may be based upon your years of service, compensation, or any other factors determined to be relevant by the Committee. For example, your past contributions to the Employer’s business, the conditions in the employment market, and other equitable considerations may be relevant factors. However, the Committee may provide a fixed level or schedule of benefits in connection with any special termination program designated by the Committee; provided, that such program shall not provide less benefits than that provided under this Plan. In the absence of any other determination, if your employment is terminated for a reason described above under “When you are Eligible,” your Severance Pay will be equal to your weekly base pay for the period determined in accordance with the chart set forth on the attached Exhibit A .

Years of service for purposes of the chart in Exhibit A shall be full calendar years measured from your employment commencement date with your Employer (and each anniversary thereof). For purposes of determining your total number of calendar years, you will be provided with credit for all of your years of service with any Employer that participates in this Plan. Therefore, if you transfer between Employers, your service with all such Employers will be counted. For purposes of determining your employment commencement date, the date you first worked for an Employer will be used. If you worked for an entity whose business or assets have been acquired by an Employer, your service with such entity prior to the acquisition will only be counted if determined by the Employer. No partial years of service will be counted. Therefore, if your total years of service includes a period of months that is less than 12, your total years of service will be rounded down to the nearest whole year.

Weekly base pay is your weekly rate of wages or salary in effect on your Employment Termination Date, excluding all extra pay, including, but not limited to, incentive bonuses, overtime pay, commissions, car allowances or other allowances, Employer contributions to the Employer’s 401(k) plan and other deferred compensation arrangements and other Employer paid benefits.

Severance Pay will be paid from the general assets o