Attached files
file | filename |
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10-K - FORM 10-K - CSS INDUSTRIES INC | w78664e10vk.htm |
EX-32.2 - EXHIBIT 32.2 - CSS INDUSTRIES INC | w78664exv32w2.htm |
EX-32.1 - EXHIBIT 32.1 - CSS INDUSTRIES INC | w78664exv32w1.htm |
EX-23 - EXHIBIT 23 - CSS INDUSTRIES INC | w78664exv23.htm |
EX-10.38 - EXHIBIT 10.38 - CSS INDUSTRIES INC | w78664exv10w38.htm |
EX-31.2 - EXHIBIT 31.2 - CSS INDUSTRIES INC | w78664exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - CSS INDUSTRIES INC | w78664exv31w1.htm |
EX-10.39 - EXHIBIT 10.39 - CSS INDUSTRIES INC | w78664exv10w39.htm |
EX-10.40 - EXHIBIT 10.40 - CSS INDUSTRIES INC | w78664exv10w40.htm |
EX-10.27 - EXHIBIT 10.27 - CSS INDUSTRIES INC | w78664exv10w27.htm |
EX-10.24 - EXHIBIT 10.24 - CSS INDUSTRIES INC | w78664exv10w24.htm |
EX-10.25 - EXHIBIT 10.25 - CSS INDUSTRIES INC | w78664exv10w25.htm |
EX-10.16 - EXHIBIT 10.16 - CSS INDUSTRIES INC | w78664exv10w16.htm |
Exhibit 10.26
CSS INDUSTRIES, INC.
FY2010 Management Incentive Program Criteria
Paper Magic Group, Inc.
These FY2010 Management Incentive Program Criteria has been approved by the Human Resources
Committee (the Committee) of the Board of Directors of CSS Industries, Inc. (CSS) in connection
with the CSS Industries, Inc. Management Incentive Program (the Program). All defined terms used
herein and not otherwise defined shall have the respective meanings set forth in the Program.
These FY2010 Management Incentive Program Criteria are not intended in any way to alter, modify or
supercede the terms of the Program, and reference should be made to such Program for a full
description of the terms of the Program.
For CSS fiscal year ending March 31, 2010, these FY2010 Management Incentive Program Criteria
shall apply solely to eligible Participants who are employed by CSS Paper Magic Group, Inc. and to
its Don Post Studios, Inc. subsidiary (collectively, the Company).
Notwithstanding any provision in this document or otherwise to the contrary, the Committee, in its
sole discretion, reserves the right (a) to determine the eligibility requirements for participation
in the Program; (b) to determine whether an employee satisfies the eligibility requirements for
participation in the Program; (c) to award an Award, if any, to a Participant under the Program;
(d) to deny payment of an Award to a Participant otherwise eligible under the terms of the Program
or this document; (e) to make an Award, if any, to a Participant in a greater or lesser amount than
provided for in the Program or this document; and/or (f) to make an Award, if any, in a manner or
on a schedule other than as provided for in the Program or this document.
Participants
The Companys employees eligible to be Participants under the Program are limited to the Companys
full-time employees having one or more of the job titles listed on Exhibit A attached hereto,
which list may be modified from time to time, and at any time, at the sole discretion of the
Committee upon the recommendation by the Companys President. Notwithstanding any provision in
this document or otherwise to the contrary, the Committee, in its sole discretion, reserves the
right to change or modify the eligibility requirements for participation in the Program at any time
and from time to time, and to determine whether an employee satisfies the eligibility requirements
for participation in the Program. Any new or existing Company employee who becomes eligible for
the first time to participate in the Program may, at the Company Presidents sole discretion, be
eligible to receive a bonus payment, if any, prorated for the months he or she is eligible to
receive an Award under the Program; provided, however, that Committee approval shall be required
for any Award under the Program to any newly eligible Company employee who is an executive officer
of CSS or who has an annual base salary in excess of $200,000.
Participant Performance Criteria
For the Companys fiscal year ending March 31, 2010, each Participant is eligible to receive an
Award calculated using a base amount equal to such Participants Target Index Amount (as such term
is defined below). Unless otherwise determined by the Committee, in its sole discretion, the
Award is divided into two parts: (a) a part entirely contingent upon the achievement by the
Company of at least a minimum level of OI (as such term is defined below), as determined by the
Committee in its sole discretion, and (b) a part entirely contingent upon the achievement by CSS of
at least a minimum level of earnings per share
(EPS) of CSS common stock, as determined by the Committee in its sole discretion. If a minimum
level for a part is not achieved, no Award for that part will be paid. For purposes of the
Program, OI is defined as the Companys operating income for the Companys fiscal year ending
March 31, 2010, as adjusted based upon any permitted adjustments to, or exclusions from, the
determination of OI as determined by the Committee, in its sole discretion, at the time that these
FY2010 Management Incentive Program Criteria are approved by the Committee. Unless otherwise set
forth herein or determined by the Committee, in its sole discretion, a Participants potential
Award under the Program is allocated based upon the following three components, with the following
respective percentages:
Company Component Company OI Component |
50 | % | ||
Company Component Company Individual Objective Component |
20 | % | ||
CSS Component Earnings Per Share |
30 | % |
For the Companys President, however, such individuals potential Award under the Program is
allocated based upon the following two components, with the following respective percentages:
Company Component Company OI Component |
60 | % | ||
CSS Component Earnings Per Share |
40 | % |
Target Index Amount
The Target Index Amount for each Participant is determined by multiplying (i) the Participants
guideline percentage (based upon the Participants position and determined at the sole discretion
of the Committee or, if not specifically determined by the Committee, at the sole discretion of the
Companys President) by (ii) the Participants base salary effective as of the later of April 1,
2009 or the date upon which such Participant becomes eligible to participate in the Program, as
determined at the sole discretion of the Committee or, if not specifically determined by the
Committee, at the sole discretion of the Companys President.
Example: a Participant has a base salary of $40,000 effective as of April 1, 2009 and has a
guideline percentage of 15%.
Guideline
|
Base Salary | Target Index | ||||||||||
Percentage
|
* | as of 4/1/09 | = | Amount | ||||||||
15%
|
* | $40,000 | = | $6,000 |
A Participant who changes job positions during the Fiscal Year (i.e., moves to a higher or lower
job level that is an eligible position under the Program) will be eligible to receive an Award that
is based upon the employees annual salary and level in effect as of April 1, 2009, plus or minus
any pro rata adjustment that is effective with the change in position.
Each Participants Target Index Amount is not a guarantee that the applicable Participant will
receive such Target Index Amount, or any Award. If awarded, the amount of any Award is subject to
adjustment from the Target Index Amount based upon, among other factors, the actual financial
results of CSS and the Company, and the level of achievement of a Participants individual
objectives. For example, if a Participants performance is unsatisfactory, but either CSS or the
Company has favorable fiscal year financial results, then the Committee may determine, in its sole
discretion, not to pay any Award to the unsatisfactory performer.
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Allocation of Target Index Amount
In determining the amount of the Award, the Target Index Amount is allocated as follows: (a) 70% is
entirely contingent upon the achievement by the Company of at least a minimum level of OI, as
determined by the Committee in its sole discretion (the Company Component), and (b) 30% is
entirely contingent upon the achievement by CSS of at least a minimum level of EPS, as determined
by the Committee in its sole discretion (the CSS Component). For the Companys President,
however, such individuals Target Index Amount is allocated as follows: (a) the Company Component
is 60% and (b) the CSS Component is 40%. If a minimum level for a part is not achieved, no portion
of the Target Index Amount allocated to that part will be paid.
Company Component
The Company Component consists of (i) a portion (the Company OI Component) based upon the actual
OI compared to targeted OI and (ii) a portion (the Company Individual Objective Component) based
upon both the actual OI compared to targeted OI and the applicable Participants achievement of his
or her performance goals.
(i) Company OI Component
If the Company achieves at least a minimum level of OI, as determined by the Committee in its sole
discretion (the Company OI Component Minimum Level), then the Participant is eligible to receive
the Company OI Component. The computation of the Company OI Component shall be determined by the
Committee, in its sole discretion.
(ii) Company Individual Objective Component
If the Company achieves at least a minimum level of OI, as determined by the Committee in its sole
discretion (the Company Individual Objective Minimum Level), then the Participant is eligible to
receive the Company Individual Objective Component. The Companys President is not eligible to
receive the Company Individual Objective Component.
The computation of the Company Individual Objective Component will be based upon the actual OI
compared to targeted OI, as modified by the applicable Participants achievement of his or her
performance goals. The computation attributable to OI for the Company Individual Objective
Component shall be determined by the Committee, in its sole discretion.
In addition, the computation of the Company Individual Objective Computation will be determined
based upon each Participants achievement of his or her specific goals and objectives. Each
Participant will develop with his or her supervisor specific goals and objectives to be achieved by
the Participant during the Companys fiscal year ending March 31, 2010. Such goals and objectives
should be documented in a manner acceptable to the Companys President, in his or her sole
discretion, either at the beginning of the fiscal year, the date upon which the Participant becomes
eligible to participate in the Program, the date upon which such Participants position with the
Company changes, or such other date as selected by the Companys President, in his or her sole
discretion. At the end of the Companys fiscal year ending March 31, 2010, the level of each
Participants achievements of his or her goals and objectives will be determined by the applicable
Participants supervisor, in his or her sole discretion up to a maximum achievement of 150%, and
submitted to the Companys President for review and approval, in his or her sole discretion. With
respect to Participants who are executive officers of CSS or who have annual base salaries in
excess of $200,000, the Committee, in its sole discretion, will review and approve, disapprove or
modify the Companys determination as to each such Participants level of achievement of his or her
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goals and objectives. The Program is not intended to duplicate the Companys merit salary review
process, and a Participants Company Individual Objective Component ratings may vary from his or
her merit salary review performance rating.
Although a Participants achievement of his or her goals and objectives may exceed 100%, up to a
maximum of 150%, the aggregate amount payable to all Company Participants attributable to the
Company Individual Objective Component shall not exceed the Companys budgeted bonus amount
attributable to the Company Individual Objective Component without the prior approval of the
Committee, in its sole discretion.
CSS Component
If CSS achieves at least a minimum level of EPS, as determined by the Committee in its sole
discretion, then the Participant is eligible to receive the CSS Component, which will be adjusted
for CSS actual level of EPS achievement compared to the targeted EPS. If a minimum level of EPS
is not achieved, no portion of the Target Index Amount allocated to EPS will be paid. The amount,
if any, attributable to the CSS Component will be adjusted based upon CSS actual level of EPS
achievement compared to targeted EPS.
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