Exhibit 99-15

                               Success Bonus Plan

The  following  severance  bonus plan ("Plan") has been approved by the Board of
Directors  of Dixon  Ticonderoga  Company  (the  "Company")  and is  enforceable
against  the  Company by the persons  named  below who are to be  recipients  of
bonuses under the Plan:

   1. The purpose of the Plan is to  encourage  Gino N. Pala,  Richard F. Joyce,
      Richard A. Asta, and Leonard D. Dahlberg  (each,  a "Named  Executive") to
      remain with the Company and to support the sale of the Company, regardless
      of whether such sale is accomplished  through a tender offer,  merger,  or
      sale of all or substantially  all of the assets of the Company ("Sale") at
      a price and on terms approved by the  independent  members of the Board of
      Directors of the Company as being in the best  interests of the  Company's
      stockholders.  For purposes of this Plan, a Sale  accomplished by a tender
      offer will be deemed to have been  closed when  payment  for the  tendered
      shares is made by the buyer.
   2. The  success  bonuses  provided  for  below  will be  paid  to each  Named
      Executive  six months after a closing of a Sale,  provided that such Named
      Executive  is  employed  by the  Company  on the date of Sale and does not
      materially  breach any of the provisions of his Employment  Agreement with
      the Company during the six month period  immediately  after the closing of
      the Sale.  The Company may agree in its discretion to waive such six month
      period  as to one or  more  Named  Executives  by  written  notice  to the
      applicable Named Executive,  in which case the success bonus shall be paid
      to the Named  Executive  as to which the  waiver  applies at the time such
      notice is given.  If the Company  agrees to allow the Named  Executive  to
      voluntarily  terminate his  employment  before the  expiration of such six
      month  period,  the  Company  shall pay the  success  bonus at the time of
      termination.
   3. All Named  Executives  agree that the words  "employee  benefit  plans and
      programs"  in Section  6(f) of their  Employment  Agreements,  as amended,
      include  401(k)  matching  according to the  Company's  401(k)  plan,  and
      Company paid premiums under Company  health  insurance  plans,  but do not
      include any items  commonly  considered to be "perks",  including  without
      limitation  executive  physicals,  health  club dues,  country  club dues,
      professional  association  and  continuing  education  expenses  and  auto
      expenses.
   4. The  current  Company  bonus  program  as it  applies to each of the Named
      Executives  for the fiscal year ended  September 30, 2004 will be reviewed
      by the Company's  Compensation Committee before the payment of bonuses for
      the fiscal year ended September 30, 2004, to assure that the incentives in
      that plan as applicable to the Named  Executives are properly  positioned,
      and any  entitlement  the Named  Executives may have to a bonus under that
      plan for  fiscal  2004 is  subject to  Compensation  Committee  review and
      approval.
   5. The severance  bonuses will be in the following  amounts:  Pala - $46,000,
      Joyce - $46,000, Asta - $34,000, and Dahlberg - $22, 500.




   6. The effective date of this plan is July 14, 2004, which is the date it was
      approved in concept by the Compensation Committee. If a Sale has not taken
      place on or before June 30, 2005, this Plan is null and void.