as of November 12, 1999
CSS INDUSTRIES, INC.
1846 WALNUT STREET
SUITE 800
PHILADELPHIA, PA. 19103-4755
(215) 565-9900
FAX (215) 565-9979
PERSONAL AND CONFIDENTIAL
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Mr. John A. Pinti
480 Euclid Avenue
Haddonfield, NJ 08033
Dear John:
1. This letter supercedes our prior letter to you of even date.
2. Confirming the substance of our conversation, you indicated your desire to
retire from employment with CSS (as defined below) and thus effective the date
hereof, your employment with CSS as an Executive Vice President of CSS
Industries, Inc. and as President and Chief Executive Officer and as a member of
the Board of Directors of its affiliate, The Paper Magic Group, Inc. and as a
Manager and President and Chief Executive of its affiliate, Berwick Industries
LLC (herein CSS Industries, Inc. and its above-named affiliates are referred to
jointly and severally as "CSS") as well as with any other affiliate of CSS are
terminated.
In connection with your retirement and employment termination, it has
been agreed as follows:
A. Your execution of a counterpart of this letter confirms your resignation from
each of the positions you presently hold with CSS as well as from any other
position as an officer, director, trustee or otherwise that you presently hold
with any other subsidiary or affiliate thereof. At CSS' request, from time to
time and to the extent CSS deems the same necessary, you will immediately
execute and deliver separate forms of resignations from each of these positions.
B. In consideration of your execution and delivery to CSS of the General Release
in form and substance attached hereto and your full compliance with the other
undertakings in favor of CSS that you assumed in this letter agreement or in any
other document, subject to and contingent upon the continued efficacy of such
General Release and such undertakings:
(i) CSS will make a severance payment to you totaling $400,000
(subject to requisite tax withholding and other then
applicable deductions). This severance payment will be payable
in bi-weekly installments on the then applicable paydays for
CSS' corporate office employees during the period from the
date hereof to October 31, 2000.
(ii) As you know, you will be eligible for so-called COBRA coverage
to enable you to continue your current CSS medical insurance
coverage for a period of up to eighteen months from the date
of your separation from employment with CSS. CSS will pay the
applicable costs of such COBRA coverage from the date of your
separation until the earlier to occur of one of the following
events: your employment by another person or entity, or your
obtaining medical insurance coverage elsewhere, or October 31,
2000. In addition, you will be eligible to receive through May
31, 2000, any benefits under the CSS Officers' Medical
Reimbursement Plan ("Plan") that you would have otherwise been
entitled to receive under the Plan if you had remained an
officer of CSS during this period up to a reimbursement cap of
$5000, but only to the extent the same relate to covered
medical expenses incurred on or before May 31, 2000; and
(iii) CSS will make available to you the use of a so-called
outplacement consulting service to assist you in finding other
employment; however, the selection of any such consulting
service shall be in the exercise of CSS' sole, absolute and
unfettered discretion and CSS shall at no time be obligated to
pay such consulting service more than $20,000 for such
services.
The payments described in this paragraph "B" constitute the entire
compensation that will be payable to you by CSS under this understanding or
otherwise. Following the date hereof, except as provided herein, you will not be
entitled to receive any other form of compensation from or on behalf of CSS,
including by way of illustration, but not of limitation, salary, bonus, profit
sharing contribution and accrued vacation pay. It is expressly understood that
notwithstanding anything herein stated to the contrary, you shall not be
entitled to receive any payment or other consideration provided in this letter
agreement unless and until this letter agreement and the attached General
Release are executed by you and delivered to CSS and at the time of each such
payment or entitlement to other consideration provided herein, such General
Release and all of the undertakings in favor of CSS that you have assumed in
this letter agreement and in any ancillary document remain in force and effect.
C. Other Matters. This is to confirm that:
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(i) You covenant and agree to at all times maintain the
confidentiality of and not disclose to any third party, the
terms of this letter agreement;
(ii) You represent, covenant and agree that within two business
days following the date of the termination of your employment
with CSS, you will deliver to me all keys, credit cards,
documents and other property in your possession or control
belonging or otherwise related to CSS or that would otherwise
constitute "Confidential Information" as such term is defined
in the Non-Disclosure and Non-Competition Agreement
("Non-Compete") that you heretofore executed and delivered to
CSS in connection with each grant to you of CSS incentive
stock options;
(iii) You covenant and agree that during such period as the
Non-Compete remains in force and effect that in addition to,
and not in substitution of the obligations undertaken by you
thereunder that you will not employ any current employee of
CSS;
(iv) Time is of the essence for all purposes of this letter
agreement; and
(v) If at any time any portion of this letter agreement is determined
to be void or otherwise unenforceable, the remainder of this letter agreement
shall continue to remain in force and effect.
We wish to further confirm that this letter agreement reflects our
complete mutual understanding relating to the termination of your employment
with CSS and your resignation from all of the positions you hold with CSS.
Please confirm the same and your acceptance of all of the provisions hereof by
executing the enclosed counterpart of this letter agreement where noted below
and returning this executed counterpart to me. If such executed counterpart is
not received by me by 4PM (local time) within two business days of the date
hereof, any offer contained herein shall be deemed withdrawn prior to acceptance
or to have been rejected.
Very truly yours,
CSS Industries, Inc.
(for itself and its above named affiliates)
By: /s/ David J. M. Erskine
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David J. M. Erskine, President
Enclosure
Confirmed as correct and accepted:
/s/ John A. Pinti
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John A. Pinti
GENERAL RELEASE
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FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT OF ALL OF WHICH IS
ACKNOWLEDGED, I AGREE TO AND HEREBY DO, INTENDING TO BE LEGALLY BOUND, RELEASE
AND FOREVER DISCHARGE CSS INDUSTRIES, INC. AND ITS AFFILIATED ENTITIES, THEIR
PAST, PRESENT AND FUTURE OFFICERS, DIRECTORS, ATTORNEYS, EMPLOYEES, MEMBERS,
STOCKHOLDERS AND AGENTS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, (JOINTLY
AND SEVERALLY "THE COMPANY") FROM ANY AND ALL ACTIONS, CHARGES, CAUSES OF ACTION
OR CLAIMS OF ANY KIND, KNOWN OR UNKNOWN, WHICH I, MY HEIRS, AGENTS, SUCCESSORS
OR ASSIGNS EVER HAD, NOW HAVE OR HEREAFTER MAY HAVE AGAINST THE COMPANY ARISING
HERETOFORE, NOW OR IN THE FUTURE, OUT OF ANY MATTER, OCCURRENCE OR EVENT
EXISTING OR OCCURRING PRIOR TO THE EXECUTION HEREOF, INCLUDING, WITHOUT
LIMITATION, ANY CLAIM RELATING TO OR ARISING OUT OF MY EMPLOYMENT WITH AND/OR
TERMINATION OF EMPLOYMENT BY THE COMPANY, ANY CLAIM FOR UNPAID OR WITHHELD
WAGES, SEVERANCE, BENEFITS, BONUSES AND/OR OTHER COMPENSATION OF ANY KIND, ANY
CLAIM FOR ATTORNEYS' FEES, COSTS OR EXPENSES, ANY CLAIM OF DISCRIMINATION BASED
ON AGE, SEX, RACE, RELIGION, COLOR, CREED, DISABILITY, CITIZENSHIP, NATIONAL
ORIGIN OR ANY OTHER FACTOR PROHIBITED BY FEDERAL, STATE OR LOCAL LAW (INCLUDING
ANY CLAIMS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, TITLE VII OF THE
CIVIL RIGHTS ACT OF 1964 AND THE APPLICABLE STATE LAWS); ANY CLAIM FOR BREACH OF
CONTRACT; AND/OR ANY COMMON LAW CLAIM, NOW EXISTING OR HEREINAFTER RECOGNIZED,
SUCH AS LIBEL, SLANDER, FRAUD, PROMISSORY ESTOPPEL, EQUITABLE ESTOPPEL,
MISREPRESENTATION OR WRONGFUL DISCHARGE. EXCLUDED FROM THIS GENERAL RELEASE ARE
ONLY: (I) ANY CLAIM WHICH I MAY HAVE AGAINST THE COMPANY RELATING TO THE
COMPANY'S FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THE TERMS OF THE ATTACHED
LETTER AGREEMENT BETWEEN THE COMPANY AND THE UNDERSIGNED; AND (II) ANY CLAIM
WHICH ARISES OUT OF ANY MATTER, OCCURRENCE OR EVENT OCCURRING EXCLUSIVELY AFTER
THE EXECUTION HEREOF.
I AGREE TO THE TERMS SET FORTH ABOVE AND UNDERSTAND THEM. I ACKNOWLEDGE THAT I
HAVE TWENTY-ONE DAYS FROM RECEIPT OF THE ATTACHED LETTER AGREEMENT TO CONSIDER
WHETHER TO SIGN THIS GENERAL RELEASE AND SEVEN DAYS AFTER SIGNING IT TO REVOKE
IT. I ACKNOWLEDGE THAT THE COMPANY HAS ENCOURAGED ME TO CONSULT AN ATTORNEY
CONCERNING THE EFFECT OF THIS GENERAL RELEASE. I ALSO
ACKNOWLEDGE THAT I HAVE BEEN TOLD BY THE COMPANY THAT I WILL RECEIVE NO PAYMENT
PURSUANT TO THE ATTACHED LETTER AGREEMENT OR ANY OTHER CONSIDERATION IF I DO NOT
EXECUTE THIS GENERAL RELEASE OF ALL CLAIMS AND DELIVER IT TO THE COMPANY OR IF
AT ANY TIME THEREAFTER THIS GENERAL RELEASE DOES NOT REMAIN IN FULL FORCE AND
EFFECT.
/s/ John A. Pinti November 12, 1999
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John A. Pinti
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WITNESS