- ----- The Paper Magic Group, Inc.
PAPER P.O. Box 977
MAGIC Scranton, PA 18501
GROUP
- ----- Phone 717 o 961 o 3883
June 3, 1999
Mr. Steven Cohen
45 Club Pointe Drive
White Plains, NY
Dear Mr. Cohen:
On behalf of our parent, CSS Industries, Inc. ("CSS"). I am pleased to offer you
the CSS position of Vice President-Licensing. You will be reporting to me and
you are to commence employment effective no later than . Your initial
responsibilities will include licensing activities for all CSS companies except
for the Halloween season for the time period from date of hire through January
2000, at which time your duties will be re-evaluated. You will be compensated at
a bi-weekly base salary (subject to withholding and other applicable deductions)
of $8,461.54 annualized at $220,000. Assuming you are an active employee of CSS
on March 15, 2000, you will receive a $50,000 bonus (subject to withholding and
other applicable deductions) in lieu of any bonus entitlement for fiscal year
1999. Your payroll and benefits will be administered through The Paper Magic
Group, Inc.
In the position of Vice President-Licensing, you will be eligible to participate
in the CSS Bonus Plan starting with the fiscal year ending December 31, 2000.
Your target bonus is 50% of base salary. During the period of your employment
you will receive a car allowance of $575 per month.
In addition, I will recommend to the Human Resources Committee of the Board of
Directors of CSS Industries, Inc. to grant you options to acquire shares of CSS
Industries, Inc. common stock according to the CSS Industries, Inc. 1994 Equity
Compensation Plan.
The following conditions apply to your employment:
1. Your performance will be reviewed annually and any increase in salary,
if warranted, will be determined in December of each year. You will be
eligible for review and salary increase consideration (pro-rated), if
warranted, commencing in December 1999 and in each December thereafter
during the course of your employment.
2. Paper Magic provides certain fringe benefits to its employees as
detailed in written materials which are being sent under separate cover.
These benefits may be modified and specific elements may be terminated
from time to time in Paper Magic's sole and unfettered discretion. Note
that your employee medical insurance coverage will start the first of
the month after your date of hire.
3. On the date you commence full time employment with CSS, you will be
expected to deliver to me executed copies of the enclosed
certifications.
4. Please understand that your employment with CSS shall at all times be on
a strictly "at-will" basis and may be terminated by either of us at any
time and for any reason in the exercise of our respective discretion.
Your signature on this letter where noted below and its return will
indicate your acknowledgment that your employment is "at-will" and is in
accordance with those conditions herein summarized.
Please confirm the correctness of this understanding and your agreement thereto
by executing the enclosed counterpart of this letter where noted below and
returning this counterpart to me by June 8, 1999.
Sincerely,
The Paper Magic Group, Inc.
By: /s/ John Pinti
-------------------------------------
John Pinti
President and Chief Executive Officer
Acknowledged to and acknowledged as correct:
/s/ Steven Cohen June 4, 1999
- ---------------- -----------------
Steven Cohen Date of Signature
- ---------------------
Start Date
Enclosures: Memo regarding Confidential and Proprietary Information
Memo regarding Conflict of Interest and Code of Business Ethics
Memo regarding Removal of Company Files
Memo regarding Use of Company E-Mail
cc: Jack Farber
David J.M. Erskine
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