Attached files
file | filename |
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10-K - FORM 10-K - CSS INDUSTRIES INC | w82970e10vk.htm |
EX-23 - EXHIBIT 23 - CSS INDUSTRIES INC | w82970exv23.htm |
EX-31.1 - EXHIBIT 31.1 - CSS INDUSTRIES INC | w82970exv31w1.htm |
EX-32.2 - EXHIBIT 32.2 - CSS INDUSTRIES INC | w82970exv32w2.htm |
EX-31.2 - EXHIBIT 31.2 - CSS INDUSTRIES INC | w82970exv31w2.htm |
EX-32.1 - EXHIBIT 32.1 - CSS INDUSTRIES INC | w82970exv32w1.htm |
EX-10.27 - EXHIBIT 10.27 - CSS INDUSTRIES INC | w82970exv10w27.htm |
EX-10.28 - EXHIBIT 10.28 - CSS INDUSTRIES INC | w82970exv10w28.htm |
EX-10.29 - EXHIBIT 10.29 - CSS INDUSTRIES INC | w82970exv10w29.htm |
EX-10.26 - EXHIBIT 10.26 - CSS INDUSTRIES INC | w82970exv10w26.htm |
EX-10.24 - EXHIBIT 10.24 - CSS INDUSTRIES INC | w82970exv10w24.htm |
EXHIBIT 10.25
CSS INDUSTRIES, INC.
FY2012 Management Incentive Program Criteria
FY2012 Management Incentive Program Criteria
CSS Industries, Inc.
These FY2012 Management Incentive Program Criteria have been approved by the Human Resources
Committee (the Committee) of the Board of Directors of CSS Industries, Inc. (CSS or the
Company) 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 FY2012 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, 2012, these FY2012 Management Incentive Program Criteria
shall apply solely to eligible Participants who are employed by 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 the Company or who has an annual base salary in excess of $200,000.
Participant Performance Criteria
For the Companys fiscal year ending March 31, 2012, 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, a
portion of the Award is 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 of EPS is not achieved, the portion of the Award attributable to
the achievement of a minimum level of EPS will not be paid. Any permitted adjustments to, or
exclusions from, the determination of EPS shall be determined by the Committee, in its sole discretion, at the time that these FY2012 Management
Incentive Program Criteria are approved by the Committee.
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,
2011 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, 2011 and has a guideline percentage of 15%. |
Guideline | Base Salary | Target Index | ||||||||||||||||
Percentage
|
* | as of 4/1/11
|
= | 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, 2011, 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 level of EPS
achievement and, as to the Discretionary Component (as defined below), the sole discretion of the
Committee.
Allocation of Target Index Amount
The Target Index Amount will be allocated as follows, unless otherwise determined by the Committee,
in its sole discretion:
(i) | 80% of the Target Index Amount will be allocated based upon the actual level of EPS achievement compared to the minimum and targeted EPS levels established by the Committee (the EPS Component). If a minimum level of EPS is not achieved, no Award will be paid; and | ||
(ii) | 20% of the Target Index Amount will be at the sole discretion of the Committee and may be based upon, among other things, the applicable Participants achievement of his or her performance goals and/or CSS achievement of its corporate goals (the Discretionary Component). |
The computation of the EPS Component shall be determined by the Committee, in its sole discretion.
No portion of the EPS Component of an Award will be paid unless and until the Committee shall have
certified the extent to which, if at all, the actual level of EPS achieved by the Company equals or
exceeds the minimum and/or target EPS levels established by the Committee.
In addition, the computation of the Discretionary Component will be determined at the sole
discretion of the Committee, and may be based upon, among other things, each Participants
achievement of his or her specific goals and objectives and/or CSS achievement of its corporate
goals. Payment of any portion of the Discretionary Component is solely in the discretion of the
Committee. 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, 2012. 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, 2012, 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, 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 goals and objectives. The Program is not intended to duplicate the
Companys merit salary review process, and a Participants Discretionary 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%, the
aggregate amount payable to all Company Participants attributable to the Discretionary Component
shall not exceed the Companys budgeted bonus amount attributable to the Discretionary Component
without the prior approval of the Committee, in its sole discretion.