CSS INDUSTRIES, INC.
1845 WALNUT STREET
SUITE 800
PHILADELPHIA, PA 19103-4755
(215) 569-9900
FAX (215) 569-9979
DAVID J. M. ERSKINE EXHIBIT 10.1
PRESIDENT & CHIEF EXECUTIVE OFFICER
October 25, 2005
PERSONAL AND CONFIDENTIAL
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Mr. Christopher J. Munyan
20 Steeplechase Drive
Bloomsburg, PA 17815
Dear Chris:
Subject to approval by our Board of Directors, we are pleased
to extend an offer of employment to you as Executive Vice President and Chief
Operating Officer of CSS Industries, Inc. ("CSS") effective October 25, 2005.
Effective with, and as a result of, this promotion, you will resign your
position as President of Berwick Offray LLC ("Berwick").
1. Contract Term - The term of your employment will be two (2) years,
commencing October 25, 2005 and ending October 25, 2007, unless terminated
earlier by you or by CSS at any time as provided herein. Thereafter, your
employment status with CSS will continue to be that of an employee at-will,
subject to termination by either you or CSS at any time.
2. Compensation - Subject to and conditioned upon approval by the Human
Resources Committee of the Board of Directors of CSS (the "Committee"), the
compensation package for this position will be as follows:
A. Base Salary - A base salary in the gross amount of $325,000
per annum payable at such times as CSS pays its executives. There will be an
annual performance review thereafter and you will then be considered for an
increase in base salary consistent with the then current CSS policy. If on or
prior to March 31, 2006 CSS determines, in its sole discretion, that your job
responsibilities will include management responsibility for Cleo Inc and its
subsidiaries, your base salary will be increased to $350,000 per annum. If after
March 31, 2006 CSS determines, in its sole discretion, that your job
responsibilities will include management responsibility for Cleo Inc and its
subsidiaries, your then current base salary will be increased by an amount equal
to $25,000 per annum.
B. Incentive Compensation - For CSS' current fiscal year
ending March 31, 2006, you will continue to be eligible to participate in the
Management Incentive Plan ("MIP"), and you will have the potential of earning
incentive compensation for the full 2006 fiscal year of up to 80% of your base
salary specified in Section 2.A. above. However, for purposes of calculating the
portion of your potential 2006 fiscal year incentive compensation relating to
financial target objectives, 75% of the calculation will be based upon the
actual full 2006 fiscal year financial results of Berwick and 25% of the
calculation will be based upon the actual full 2006 fiscal year financial
results of The Paper Magic Group, Inc.
Christopher J. Munyan
Page 2
October 25, 2005
For CSS' fiscal year ending March 31, 2007, depending on the
extent of achievement of certain individual and CSS objectives, you will have
the potential of earning for a full fiscal year period incentive compensation
with a target opportunity of up to 100% of your then base salary. The financial
target objectives of your potential 2007 fiscal year incentive compensation will
be determined based upon the actual full 2007 fiscal year financial results of
CSS.
C. Stock Option Grant - A stock option will be granted to you
to acquire 15,000 shares of CSS Common Stock. This grant will in all respects be
subject to and in accordance with the provisions of the CSS 2004 Equity
Compensation Plan, and the terms of the grant letter to be provided to you at
the time of the grant.
3. Benefits Coverage; Relocation Expenses -You will also be entitled to
participate in those CSS benefit programs available to its officer level
personnel in accordance with the applicable terms of these programs. In
addition, you will also be eligible to be reimbursed for expenses associated
with the relocation of your primary residence to the Philadelphia, Pennsylvania
area in accordance with the applicable terms of the CSS relocation policy.
4. Employment Status; Severance Pay - Your employment status with CSS
will be that of an employee at-will, and thus this employment status is subject
to termination by either you or CSS at any time. However, in the event that CSS
terminates your employment without cause at any time prior to October 25, 2007,
and subject to your compliance with the terms and conditions of this letter
agreement, CSS will pay you an amount equal to the greater of (i) one year of
your then-current annual base salary (less applicable tax withholdings and
payroll deductions) or (ii) an amount equal to your then-current annual base
salary (less applicable tax withholdings and payroll deductions) for the period
from the effective date of such termination to October 25, 2007. In addition to
the foregoing, in the event that CSS terminates your employment without cause at
any time prior to October 25, 2007, and subject to your compliance with the
terms and conditions of this letter agreement, CSS will make the services of an
"outplacement" firm available to you to assist you in finding new employment;
provided, however, that CSS' expenditures to make such services available to you
shall not exceed the aggregate amount of $6,500. For purposes of this letter
agreement, termination "without cause" means termination other than termination
resulting from or related to your breach of any of your obligations under this
letter agreement, your failure to comply with any lawful directive of CSS' Chief
Executive Officer or the Board of Directors of CSS, your failure to comply with
CSS' Code of Ethics, your conviction of a felony or of any moral turpitude
crime, or your willful or intentional engagement in conduct injurious to CSS or
any of its affiliates.
The foregoing payment obligation, and the foregoing obligation to make
"outplacement" services available to you, is contingent upon (x) receipt by CSS
of a valid and fully effective release (in form and substance reasonably
satisfactory to CSS) of all claims of any nature which you might have at such
time against CSS, its affiliates and their respective officers, directors and
agents, excepting therefrom only any payments due to you from CSS pursuant to
this paragraph, and (y) your resignation from all positions of any nature which
you may then hold with CSS and its affiliates. If you are eligible to receive
the foregoing payment, such amount will be paid to you in equal installments,
with such installments being paid on the then-applicable paydays for CSS
executives, commencing on or about the first such payday following the
termination of your employment by CSS without cause and your satisfaction of the
conditions specified in the immediately preceding sentence.
5. Confidential Information. You recognize and acknowledge that by
reason of employment by and service to CSS, you have had and will continue to
have access to confidential information of CSS, and its affiliates, including,
without limitation, information and knowledge pertaining to products and
services offered, inventions, innovations, designs, ideas, plans, trade secrets,
proprietary information, computer systems and software, packaging, advertising,
distribution and sales methods and systems, sales and profit figures, customer
Christopher J. Munyan
Page 3
October 25, 2005
and client lists, and relationships between CSS and its affiliates and dealers,
distributors, wholesalers, customers, clients, suppliers and others who have
business dealings with CSS and such affiliates ("Confidential Information"). You
acknowledge that such Confidential Information is a valuable and unique asset of
CSS and covenant that you will not, either during or at any time after your
employment with CSS, disclose any such Confidential Information to any person
for any reason whatsoever (except as your duties described herein may require)
without the prior written consent of the Committee, unless such information is
in the public domain through no fault of you or except as may be required by
law.
6. Non-Competition. During your employment with CSS, and for a period
of one year thereafter, you will not, without the prior written consent of the
Committee, directly or indirectly, own, manage, operate, join, control, finance
or participate in the ownership, management, operation, control or financing of,
or be connected as an officer, director, employee, partner, principal, agent,
representative, consultant or otherwise with or use or permit your name to be
used in connection with, any business or enterprise engaged within any portion
of the United States or Canada (collectively, the "Territory") (whether or not
such business is physically located within the Territory) that is engaged in the
creation, design, manufacture, distribution or sale of any products or services
that are the same or of a similar type then manufactured or otherwise provided
by CSS or by any of its affiliates during your employment with CSS (the
"Business"). You recognize that you will be involved in the activity of the
Business throughout the Territory, and that more limited geographical
limitations on this non-competition covenant (and the non-solicitation covenant
set forth in Section 7 of this letter agreement) are therefore not appropriate.
The foregoing restriction shall not be construed to prohibit your ownership of
not more than five percent (5%) of any class of securities of any corporation
which is engaged in any of the foregoing businesses having a class of securities
registered pursuant to the Securities Act of 1933, provided that such ownership
represents a passive investment and that neither you nor any group of persons
including you in any way, either directly or indirectly, manages or exercises
control of any such corporation, guarantees any of its financial obligations,
otherwise takes any part in business, other than exercising his rights as a
shareholder, or seeks to do any of the foregoing.
7. No Solicitation. During your employment with CSS, and for a period
of one year thereafter, you agree not to, either directly or indirectly, (i)
call on or solicit with respect to the Business any person, firm, corporation or
other entity who or which at the time of termination of your employment with CSS
was, or within two years prior thereto had been, a customer of CSS or any of its
affiliates, or (ii) solicit the employment of any person who was employed by CSS
or by any of its affiliates on a full or part-time basis at any time during the
course of your employment with CSS, unless prior to such solicitation of
employment, such person's employment with CSS or any of its affiliates was
terminated.
8. Equitable Relief.
A. You acknowledge that the restrictions contained in Sections
5, 6 and 7 of this letter agreement are reasonable and necessary to protect the
legitimate interests of CSS and its affiliates, that CSS would not have entered
into this letter agreement in the absence of such restrictions, and that any
violation of any provision of those Sections will result in irreparable injury
to CSS. You represent that your experience and capabilities are such that the
restrictions contained in Sections 5 and 6 hereof will not prevent you from
obtaining employment or otherwise earning a living at the same general level of
economic benefit as is anticipated by this letter agreement. YOU FURTHER
REPRESENT AND ACKNOWLEDGE THAT (I) YOU HAS BEEN ADVISED BY CSS TO CONSULT YOUR
OWN LEGAL COUNSEL IN RESPECT OF THIS LETTER AGREEMENT, (II) THAT YOU HAS HAD
FULL OPPORTUNITY, PRIOR TO EXECUTION OF THIS LETTER AGREEMENT, TO REVIEW
THOROUGHLY THIS LETTER AGREEMENT WITH YOUR COUNSEL, AND (III) YOU HAVE READ AND
FULLY UNDERSTAND THE TERMS AND PROVISIONS OF THIS LETTER AGREEMENT.
Christopher J. Munyan
Page 4
October 25, 2005
B. You agree that CSS shall be entitled to preliminary and
permanent injunctive relief, without the necessity of proving actual damages, as
well as any other remedies provided by law arising from any violation of
Sections 5, 6 and 7 of this letter agreement, which rights shall be cumulative
and in addition to any other rights or remedies to which CSS may be entitled. In
the event that any of the provisions of Sections 5, 6 and 7 hereof should ever
be adjudicated to exceed the time, geographic, product or service, or other
limitations permitted by applicable law in any jurisdiction, then such
provisions shall be deemed reformed in such jurisdiction to the maximum time,
geographic, product or service, or other limitations permitted by applicable
law.
C. You and CSS irrevocably and unconditionally (i) agree that
any suit, action or other legal proceeding arising out of Sections 5, 6 and 7 of
this letter agreement, including without limitation, any action commenced by CSS
for preliminary or permanent injunctive relief or other equitable relief, may be
brought in the United States District Court for the Eastern District of
Pennsylvania, or if such court does not have jurisdiction or will not accept
jurisdiction, in any court of general jurisdiction in Philadelphia County,
Pennsylvania, (ii) consent to the non-exclusive jurisdiction of any such court
in any such suit, action or proceeding, and (iii) waive any objection to the
laying of venue of any such suit, action or proceeding in any such court.
D. You agree that CSS may provide a copy of Sections 5, 6 and
7 of this letter agreement to any business or enterprise (i) which you may
directly or indirectly own, manage, operate, finance, join, participate in the
ownership, management, operation, financing, control or control of, or (ii) with
which you may be connected with as an officer, director, employee, partner,
principal, agent, representative, consultant or otherwise, or in connection with
which you may use or permit your name to be used.
9. Governing Law. This letter agreement shall be governed by and
interpreted under the laws of the Commonwealth of Pennsylvania without giving
effect to any conflict of laws provisions.
Please confirm your understanding of the foregoing provisions by
executing the enclosed counterpart of this letter and returning this executed
counterpart to me.
Sincerely yours,
/s/David J.M. Erskine
David J. M. Erskine
DJME/glr
The aforementioned is confirmed:
/s/Christopher J. Munyan
- --------------------------------
Christopher J. Munyan
cc: William G. Kiesling
Jacqueline A. Tully