8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 2014

CSS Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-2661	13-1920657
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employee Identification No.)

1845 Walnut Street, Philadelphia, PA	19103
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (215) 569-9900

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 18, 2014, the Human Resources Committee (“Committee”) of our Board of Directors (“Board”) adjusted the annual base salaries of certain of our named executive officers and set the terms of the bonus program for our fiscal year ending March 31, 2015 (our 2015 fiscal year), including the threshold, target and maximum award levels for each of our named executive officers participating in the bonus program for our 2015 fiscal year. These determinations were as follows:

	Annual Base		Bonus Program Threshold, Target and Maximum Award Levels
Executive Officer Name and Title	Salary		Threshold		Target		Maximum
Christopher J. Munyan, President and Chief Executive Officer	$	607,775	$	97,244	$	607,775	$	1,215,550
Vincent A. Paccapaniccia, Vice President – Finance, and Chief Financial Officer	$	365,424	$	46,774	$	292,340	$	584,680
William G. Kiesling, Vice President – Legal and Human Resources	$	356,884	$	45,681	$	285,507	$	571,014

The annual base salaries shown in the table above are effective commencing April 1, 2014. The performance period for the bonus program awards in the table above is our 2015 fiscal year. Each bonus program award has two components. The components of each award and the portion of the target amounts in the table above that may be paid under each component are as follows:

Executive	EPS component			Discretionary component
Christopher J. Munyan		80	%		20	%
Vincent A. Paccapaniccia		80	%		20	%
William G. Kiesling		80	%		20	%

The EPS component was awarded under and is subject to the terms and conditions of our Management Incentive Program. The sole metric for determining whether, and the extent to which, the EPS component will be paid is our diluted earnings per share (“EPS”) for our 2015 fiscal year. No amounts will be paid under the EPS component unless we attain EPS of not less than a minimum “threshold” level set by the Committee on March 18, 2014. If the minimum level is exceeded, the amount to be paid under the EPS component will depend on the extent to which the attained level of EPS exceeds the minimum level. The Committee also set the “target” and “maximum” EPS levels that must be reached in order for the EPS component to be paid at the target and maximum levels, respectively. For purposes of determining payouts under the EPS component, EPS will be adjusted to account for the occurrence of certain specified events. The amounts payable, if any, under the EPS component will not be determined until after the performance period is completed.

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The extent to which the discretionary component is paid, if at all, will be determined by, and in the sole discretion of, the Committee.

On March 18, 2014, we and Mr. Farber, the Chairman of our Board, entered into an amendment to the employment agreement dated December 5, 2012 between us and Mr. Farber. Prior to being amended, the agreement would have expired on July 31, 2014, unless earlier terminated as provided in the agreement. The amendment extends the term of the agreement until July 31, 2015, unless earlier terminated as provided in the agreement. This description of the amendment is qualified in its entirety by the provisions of such amendment, a copy of which is filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following Exhibit is filed herewith:

Exhibit No.	Description
10.1	Amendment dated March 18, 2014 to Employment Agreement between CSS Industries, Inc. and Jack Farber.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CSS Industries, Inc.
(Registrant)
By:	/s/ William G. Kiesling
	William G. Kiesling
	Vice President – Legal and Human Resources and General Counsel

Date: March 24, 2014

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EXHIBIT INDEX

Exhibit	Description
10.1	Amendment dated March 18, 2014 to Employment Agreement between CSS Industries, Inc. and Jack Farber.

EX-10.1

Exhibit 10.1

AMENDMENT TO EMPLOYMENT AGREEMENT

This AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”), dated as of March 18, 2014, amends that certain employment agreement, dated December 5, 2012 (the “Agreement”), between CSS Industries, Inc. (“CSS”), and Jack Farber (“Executive”).

WHEREAS, CSS and the Executive previously entered into the Agreement, which, among other things, provides for the employment of the Executive by CSS in the position of Chairman of the Board of Directors;

WHEREAS, the parties desire to amend the Employment Agreement as specifically provided herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Modification of Agreement to Replace the Date “July 31, 2014” with the Date “July 31, 2015”. The parties acknowledge and agree that all references in the Agreement to the date “July 31, 2014” (including, without limitation, references set forth in Section 1 of the Agreement) shall be replaced with the date “July 31, 2015”.

2. Modification to Section 5(b) of Agreement. The parties acknowledge and agree that, in the first sentence of Section 5(b) of the Agreement, the phrase “if either (i) you remain continuously employed by the Company as the Chairman of the Board through July 31, 2014 and your employment with the Company terminates automatically on July 31, 2014 or (ii) your employment is terminated by the Company for any reason prior to July 31, 2014, including by reason of your not being re-elected as a member of the Board by the Company’s stockholders,” shall be replaced with the following phrase: “if you are no longer employed by the Company as the Chairman of the Board,”.

3. Modification to Section 5(c) of Agreement. The parties acknowledge and agree that, in the first sentence of Section 5(c) of the Agreement, the phrase “if either (i) you remain continuously employed by the Company as the Chairman of the Board through July 31, 2014 and your employment with the Company terminates automatically on July 31, 2014 or (ii) your employment is terminated by the Company for any reason prior to July 31, 2014, including by reason of your not being re-elected as a member of the Board by the Company’s stockholders,” shall be replaced with the following phrase: “if you are no longer employed by the Company as the Chairman of the Board,”.

4. Miscellaneous. Except as expressly modified hereby, the Agreement remains in full force and effect. Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended as hereinabove set forth, and this Amendment and the Agreement shall henceforth be read, taken and construed as one and the same instrument. This Amendment may be executed in counterparts, each of which shall be considered an original instrument, but all of which shall be considered one and the same agreement, and shall become binding when one or more counterparts have been signed by each of the parties hereto and delivered to the other party.

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IN WITNESS WHEREOF, this Amendment has been executed by CSS and by the Executive as of the date first above written.

CSS INDUSTRIES, INC. (“CSS”)
By:	/s/ Christopher J. Munyan
	Christopher J. Munyan
	President and Chief Executive Officer
/s/ Jack Farber
Jack Farber (“Executive”)

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