CSS INDUSTRIES, INC.

2013 EQUITY COMPENSATION PLAN

NONQUALIFIED STOCK OPTION GRANT

This NONQUALIFIED STOCK OPTION GRANT, dated as of _________ __, 20__ (the “ Date of Grant ”), is delivered by CSS Industries, Inc. (the “ Company ”) to ______________ (the “ Grantee ”).

RECITALS

WHEREAS, the Human Resources Committee of the Board of Directors of the Company (the “ Committee ”) has determined to grant the Grantee a nonqualified stock option to purchase shares of the common stock of the Company, par value $0.10 per share, (the “ Company Stock ”); and

WHEREAS, the Committee has determined that the nonqualified stock option granted to the Grantee shall be issued under the CSS Industries, Inc. 2013 Equity Compensation Plan (the “ Plan ”) and the terms and conditions of such nonqualified stock option shall be memorialized in this Nonqualified Stock Option Grant (the “ Grant ”).

NOW, THEREFORE, the parties to this Grant, intending to be legally bound hereby, agree as follows:

1. Grant of Option . Subject to the terms and conditions set forth in this Grant and in the Plan, the Company hereby grants to the Grantee a nonqualified stock option (the “ Option ”) to purchase __________ shares of Company Stock at an exercise price of $_______ per share. The Option shall become vested and exercisable according to Paragraphs 2 and 3 below.

2.      Vesting of Option .

(a)      Unless a Change of Control (as defined below) occurs prior to the end of the Performance Period (as defined below), the vesting and exercisability of the Option is contingent upon achievement of the Performance Goal (as described in subparagraph (b) below) at any time during the Performance Period and the Grantee satisfying the continuing employment condition described in Paragraph 3 below.

(b)      The Option will become vested if the Company’s Total Stockholder Return (“ TSR ”) (as described in subparagraph (c) below) at any time during the Performance Period is [____ (___%)] or more as certified by the Committee (the “ Performance Goal ”). The Committee may determine whether the Performance Goal has been achieved at any time after it has been achieved; provided, however, that the Committee will determine whether the Performance Goal has been achieved prior to the anniversary of the Date of Grant next following the earliest date on which the Performance Goal is achieved, and provided further that if such earliest date occurs within the thirty (30) day period immediately preceding an anniversary date of the Date of Grant, then the Committee will determine whether the Performance Goal has been achieved as soon as administratively practicable following, and in any event not later than thirty (30) days following, the date of achievement of the Performance Goal. Upon making a determination that the Performance Goal has been achieved, the Committee will certify that the Performance Goal has been so achieved. The date, if any, on which the Committee certifies that the Performance Goal has been achieved is referred to herein as the “ Certification Date ”.

(c)      TSR represents stock price performance and dividend accumulation during the Performance Period for the Company. For purposes of this calculation, the initial stock price is equal to the closing stock price for the Company Stock on the last trading day prior to the Date of Grant, and the ending stock price is determined using the [_____ (___)] day average stock price for each day during the Performance Period. The [_____ (___)] day average stock price is the average of the closing stock prices for the [_____ (___)] trading days that end on the applicable date. To determine stock price performance, a dividend adjustment factor will be determined. The dividend adjustment factor takes into account each per share dividend paid during the Performance Period through the applicable measurement date, as well as the effect of any appreciation in stock price by reason of deeming the dividend to be reinvested in the stock. TSR is determined on each measurement date by adjusting the ending stock price on such date as determined above by the dividend adjustment factor and comparing it to the initial stock price. The initial Company Stock price is $______ per share.

(d)      Unless a Change of Control occurs prior to the end of the Performance Period, if the Performance Goal is not achieved at any time during the Performance Period no portion of the Option may become vested, the Grantee may not exercise any portion of the Option, and the Option shall terminate.

(e)      In order to become vested in any portion of the Option, the Grantee must be Employed by the Employer (as defined in the Plan) on the Certification Date or date of a Change of Control, if earlier. If the Grantee ceases to be Employed by the Employer for any reason or no reason prior to the Certification Date or Change of Control, if earlier, no portion of the Option shall become vested and the Option shall be forfeited immediately following the date the Grantee ceases to be Employed by the Employer.

(f)      If a Change of Control occurs prior to the end of the Performance Period and prior to achievement of the Performance Goal, then the Performance Period will end on the date of the Change of Control, the Performance Goal will be deemed achieved as of the date of the Change of Control, and the Option will be fully vested as of the date of the Change of Control, provided that the Grantee is Employed by the Employer on the date of the Change of Control. For purposes of this Grant, the term “ Change of Control ” shall mean as such term is defined in the Plan.

(g)      For purposes of this Grant, the term “ Performance Period ” shall mean the [four (4)] year period beginning on the Date of Grant and ending on ___________ __, ____.

3.      Exercisability of the Option . If the Option becomes vested as described in Paragraph 2 above, the Option will become exercisable according to the applicable schedule described in this Paragraph 3, provided that the Grantee is Employed by the Employer on the applicable exercisability date:

(a)      Performance Goal Achieved by First Anniversary of Date of Grant . Except as provided in subparagraph (e) below, if, as certified by the Committee, the Performance Goal is first achieved at any time prior to, or on, the first anniversary of the Date of Grant, the Option will become exercisable according to the following schedule:

(b)      Performance Goal Achieved After First Anniversary of Date of Grant, but by Second Anniversary of the Date of Grant . Except as provided in subparagraph (e) below, if, as certified by the Committee, the Performance Goal is first achieved at any time after the first anniversary of the Date of Grant, but not later than the second anniversary of the Date of Grant, the Option will become exercisable according to the following schedule:

(c)      Performance Goal Achieved After Second Anniversary of Date of Grant, but by Third Anniversary of the Date of Grant . Except as provided in subparagraph (e) below, if, as certified by the Committee, the Performance Goal is first achieved at any time after the second anniversary of the Date of Grant, but not later than the third anniversary of the Date of Grant, the Option will become exercisable according to the following schedule:

(d)      Performance Goal Achieved After Third Anniversary of Date of Grant, but by Fourth Anniversary of the Date of Grant . Except as provided in subparagraph (e) below, if, as certified by the Committee, the Performance Goal is first achieved at any time after the third anniversary of the Date of Grant, but not later than the fourth anniversary of the Date of Grant, the Option will become exercisable according to the following schedule:

(e)      Change of Control Prior to Fourth Anniversary of the Date of Grant . If a Change of Control occurs prior to the fourth anniversary of the Date of Grant, the Option will be fully exercisable as of the date of the Change of Control.

(f)      Performance Goal Not Achieved by Fourth Anniversary of the Date of Grant . Except in the event of a Change of Control prior to the end of the Performance Period, if the Performance Goal is not achieved by the fourth anniversary of the Date of Grant, no portion of the Option will become exercisable and the Option shall be forfeited.    

The exercisability of the Option is cumulative, but shall not exceed 100% of the shares of Company Stock subject to the Option. If the applicable schedule would produce fractional shares, the number of shares for which the Option becomes exercisable shall be rounded up to the nearest whole Share. The Committee may accelerate the period over which the Option becomes exercisable based upon the Grantee’s individual performance.

4.      Term of Option .

(a)      The Option shall have a term of seven (7) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Grant or the Plan.

(b)      The Option shall automatically terminate upon the happening of the first of the following events:

(i)      The expiration of the 90‑day period after the Grantee ceases to be Employed by the Employer, if the termination is for any reason other than death, termination for Cause (as defined in the Plan), or the Grantee’s sole determination to terminate his or her employment (other than by reason of retirement approved by the Committee).

(ii)      The expiration of the 180-day period after the Grantee ceases to be Employed by the Employer, if the Grantee dies while Employed by the Employer or retires from such employment with the consent of the Committee.

(iii)      The date on which the Grantee ceases to be Employed by the Employer on account of a termination for Cause by the Employer (as defined in the Plan) or the Grantee’s voluntary termination (other than by reason of retirement approved by the Committee). In addition, notwithstanding the prior provisions of this Paragraph 4, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, the Option shall immediately terminate.

Notwithstanding the foregoing, in no event may the Option be exercised after the date that is immediately before the seventh anniversary of the Date of Grant. Any portion of the Option that is not exercisable at the time the Grantee ceases to be Employed by the Employer shall immediately terminate.

5.      Exercise Procedures .

(a)      Subject to the provisions of Paragraphs 2, 3 and 4 above, the Grantee may exercise part or all of the vested and exercisable portion of the Option by giving the Company written notice of intent to exercise in the manner provided in this Grant, specifying the number of shares of Company Stock as to which the Option is to be exercised and the method of payment. Payment of the exercise price shall be made in accordance with procedures established by the Committee from time to time based on type of payment being made but, in any event, prior to issuance of the shares of Company Stock. The Grantee shall pay the exercise price (i) in cash, (ii) by delivering shares of Company Stock owned by the Grantee and having a Fair Market Value (as defined in the Plan) on the date of exercise at least equal to the exercise price or by attestation (on a form prescribed by the Committee) to ownership of shares of Company Stock having a Fair Market Value on the date of exercise at least equal to the exercise price, (iii) by payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) by "net exercise, which is the surrender of shares of Company Stock for which the Option is exercisable to the Company in exchange for a distribution of shares of Company Stock equal to the amount by which the then Fair Market Value of the shares of Company Stock subject to the exercised Option exceeds the applicable exercise price per share, (v) any combination of clauses (i), (ii), (iii) or (iv); or (vi) by such other method as the Committee may approve, to the extent permitted by applicable law. The Committee may impose from time to time such limitations as it deems appropriate on the use of shares of Company Stock to exercise the Option.

(b)      The obligation of the Company to deliver shares of Company Stock upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Committee, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations.

(c)      All obligations of the Company under this Grant shall be subject to the rights of the Employer as set forth in the Plan to withhold amounts required to be withheld for any taxes, if applicable. Unless Committee determines otherwise, the Grantee may elect to satisfy any tax withholding obligation of the Employer with respect to the Option by having shares of Company Stock withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

6.      Change of Control . Except as set forth above, the provisions of the Plan applicable to a Change of Control shall apply to the Option, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan.

7.      Restrictions on Exercise . Except as the Committee may otherwise permit pursuant to the Plan, only the Grantee may exercise the Option during the Grantee’s lifetime and, after the Grantee’s death, the Option shall be exercisable (subject to the limitations specified in the Plan) solely by the legal representatives of the Grantee, or by the person who acquires the right to exercise the Option by will or by the laws of descent and distribution, to the extent that the Option is exercisable pursuant to this Grant.

8.      Acknowledgement By Grantee . By accepting this Grant, the Grantee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by the terms of the Plan and this Grant. The Grantee further agrees to be bound by the determinations and decisions of the Committee with respect to this Grant and the Plan and the Grantee’s rights to benefits under this Grant and the Plan, and agrees that all such determinations and decisions of the Committee shall be binding on the Grantee, his or her beneficiaries and any other person having or claiming an interest under this Grant and the Plan on behalf of the Grantee. The Grantee further hereby acknowledges and agrees that the Grantee will indemnify the Employer and hold the Employer free and harmless of, from and against any and all losses, damage, obligation or liability, and all costs and expenses (including reasonable attorneys’ fees) incurred in connection therewith, which may be suffered or incurred on account or by reason of any act or omission of the Grantee or the Grantee’s heirs, executors, administrators, personal representatives, successors and assigns in breach or violation of the provisions of the Plan or the agreements of the Grantee set forth herein.

9.      Grant Subject to Plan Provisions . This Grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The grant and exercise of the Option are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to withholding taxes, (b) the registration, qualification or listing of the shares of Company Stock, (c) changes in capitalization of the Company and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe the Option pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

10.      No Employment or Other Rights . The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate the Grantee’s employment or service at any time for any reason is specifically reserved.

11.      No Stockholder Rights . Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of the Grantee’s death, shall have any of the rights and privileges of a stockholder with respect to the shares of Company Stock subject to the Option, until certificates for shares of Company Stock have been issued upon the exercise of the Option.

12.      Assignment and Transfers . Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Grantee under this Grant may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Grant, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company and to the Company’s parents, subsidiaries, and affiliates. This Grant may be assigned by the Company without the Grantee’s consent.

13.      Applicable Law; Entire Agreement . The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof. This Grant, together with the Non-Disclosure and Non-Competition Agreement (or, if applicable, the Non-Disclosure Agreement) provided to the Grantee herewith, the provisions of which are incorporated herein by reference, sets forth the entire agreement of the parties with respect to the subject matter hereof and may not be changed or terminated except by a writing signed by the Grantee and the Company. This Grant and any undertakings and indemnities delivered hereunder shall be binding upon and shall inure to the benefit of the Grantee and the Grantee’s heirs, distributees and personal representatives and to the Company, its successors and assigns.

14.      Notice . Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Secretary at the corporate headquarters of the Company, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll of the Employer, or to such other address as the Grantee may designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

[ SIGNATURE PAGE FOLLOWS ]

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Grant, and the Grantee has executed this Grant, effective as of the Date of Grant.

                            

I hereby accept the Option described in this Grant, and I agree to be bound by the terms of the Plan and this Grant. I hereby further agree that all the decisions and determinations of the Committee shall be final and binding.

CSS INDUSTRIES, INC.

2013 EQUITY COMPENSATION PLAN

RESTRICTED STOCK UNIT GRANT

This RESTRICTED STOCK UNIT GRANT, dated as of ___________ __, 20__ (the “ Date of Grant ”), is delivered by CSS Industries, Inc. (the “ Company ”) to «FirstName» «LastName» (the “ Grantee ”).

RECITALS

WHEREAS, the Human Resources Committee of the Board of Directors of the Company (the “ Committee ”) has determined to grant the Grantee stock units that will be converted to shares of common stock of the Company, par value $0.10 per share, (the “ Company Stock ”); and

WHEREAS, the Committee has determined that the stock units granted to the Grantee shall be issued under the CSS Industries, Inc. 2013 Equity Compensation Plan (the “ Plan ”) and the terms and conditions of such stock units shall be memorialized in this Stock Unit Grant (the “ Grant ”).

NOW, THEREFORE, the parties to this Grant, intending to be legally bound hereby, agree as follows:

1. Grant of Stock Units . Subject to the terms and conditions set forth in this Grant and the Plan, the Company hereby grants to the Grantee _____ stock units (collectively, the “ Restricted Stock Units ”). Each Restricted Stock Unit (a “ Unit ”) shall be a phantom right and shall be equivalent to one share of Company Stock on the applicable Redemption Date (as defined below).

2.      Restricted Stock Unit Account . The Company shall establish and maintain a Restricted Stock Unit account as a bookkeeping account on its records (the “ Restricted Stock Unit Account ”) for the Grantee and shall record in such Restricted Stock Unit Account the number of Restricted Stock Units granted to the Grantee. The Grantee shall not have any interest in any fund or specific assets of the Company by reason of this grant or the Restricted Stock Unit Account established for the Grantee.

3.      Performance Goal .

(a)      Unless a Change of Control (as defined below) occurs prior to the end of the Performance Period (as defined below), the distribution of shares of Company Stock attributable to the Restricted Stock Units is contingent upon achievement of the Performance Goal (as described in subparagraph (b) below) at any time during the Performance Period and the Grantee satisfying the continuing employment condition described in Paragraph 4 below.

(b)      The Restricted Stock Units will become earned if the Company’s Total Stockholder Return (“ TSR ”) (as described in subparagraph (c) below) at any time during the Performance Period is [____ percent (__%)] or more as certified by the Committee (the “ Performance Goal ”).

(c)      TSR represents stock price performance and dividend accumulation during the Performance Period for the Company. For purposes of this calculation, the initial stock price is equal to the closing stock price for the Company Stock on the last trading day prior to the Date of Grant, and the ending stock price is determined using the [ _______ (____) ] day average stock price for each day during Performance Period. The [ _______ (____) ] day average stock price is the average of the closing stock prices for the [ _______ (____) ] trading days that end on the applicable date. To determine stock price performance, a dividend adjustment factor will be determined. The dividend adjustment factor takes into account each per share dividend paid during the Performance Period through the applicable measurement date, as well as the effect of any appreciation in stock price by reason of deeming the dividend to be reinvested in the stock. TSR is determined on each measurement date by adjusting the ending stock price on such date as determined above by the dividend adjustment factor and comparing it to the initial stock price. The initial Company Stock price is $ [_____] per share.

(d)      Within thirty (30) days following the third anniversary of the Date of Grant, the Committee will determine whether the Performance Goal was achieved at any time during the period between the Date of Grant and such third anniversary and, if it has been met, will certify that the Performance Goal was so achieved. If the Performance Goal is not achieved by the third anniversary of the Date of Grant, then within thirty (30) days following the fourth anniversary of the Date of Grant, the Committee will determine whether the Performance Goal was achieved at any time during the period between the third and fourth anniversaries of the Date of Grant and, if it has been met, will certify that the Performance Goal was so achieved. The Committee also may make such determination at any time prior to the third or fourth anniversary of the Date of Grant, and if it determines that the Performance Goal was achieved at any time between the Date of Grant and the date of such determination, the Committee may so certify at such time; provided, however, if the Committee determines that the Performance Goal was not achieved between the Date of Grant and the date that it so considers the matter, then the Committee will consider the matter again within thirty (30) days following the third and/or fourth anniversary of the Date of Grant, as the case may be. The date, if any, on which the Committee certifies that the Performance Goal has been achieved, is referred to as the “ Certification Date ”. Regardless of when the Certification Date occurs (if at all): (i) if the Performance Goal is achieved by the third anniversary of the Date of Grant, the Grantee must be Employed by the Employer (as defined in the Plan) on such third anniversary to earn the Restricted Stock Units, and (ii) if the Performance Goal is achieved during the period between such third anniversary and the fourth anniversary of the Date of Grant, the Grantee must be Employed by the Employer (as defined in the Plan) on such fourth anniversary to earn the Restricted Stock Units.

(e)      If a Change of Control occurs prior to the end of the Performance Period and prior to achievement of the Performance Goal, then the Performance Period will end on the date of the Change of Control, the Performance Goal will be deemed achieved as of the date of the Change

of Control, and the Restricted Stock Units will be earned as of the date of the Change of Control, provided that the Grantee is Employed by the Employer on the date of the Change of Control. For purposes of this Grant, the term “ Change of Control ” shall mean as such term is defined in the Plan, except that a Change of Control shall not be deemed to have occurred for purposes of this Grant unless the event constituting the Change of Control constitutes a change in ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, within the meaning of section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and its corresponding regulations.

(f)      Unless a Change of Control occurs prior to the end of the Performance Period, if the Performance Goal is not achieved at any time during the Performance Period no portion of the Restricted Stock Units may become earned, the Grantee shall not receive any shares of Company Stock with respect to such Restricted Stock Units, and the Restricted Stock Units shall terminate.

(g)      For purposes of this Grant, the term “ Performance Period ” shall mean the [four (4)] year period beginning on the Date of Grant and ending on ________ __, ____.

4.      Vesting . If the Restricted Stock Units become earned as described in Paragraph 3 above, the Restricted Stock Units will become vested according to the applicable schedule described in this Paragraph 4, provided that the Grantee is Employed by the Employer on the applicable date and the Grantee does not cease to be Employed by the Employer on account of a termination for Cause (as defined in the Plan) by the Employer:

(a)      Performance Goal Achieved by Third Anniversary of Date of Grant . Except as provided in subparagraph (c) below, if, as certified by the Committee, the Performance Goal is first achieved at any time prior to, or on, the third anniversary of the Date of Grant, the Restricted Stock Units will become vested according to the following schedule:

The vesting of the Restricted Stock Unit which is earned is cumulative, but shall not exceed 100% of the Restricted Stock Unit. If this schedule would produce fractional Restricted Stock Units, the number of Restricted Stock Units which become vested shall be rounded up to the nearest whole Restricted Stock Unit.

(b)      Performance Goal Achieved After Third Anniversary of the Date of Grant, but Not Later Than Fourth Anniversary of the Date of Grant . Except as provided in subparagraph (c) below, if, as certified by the Committee, the Performance Goal is first achieved at any time after

the third anniversary of the Date of Grant, but prior to, or on, the fourth anniversary of the Date of Grant, the Restricted Stock Units shall be vested on the fourth anniversary of Date of Grant.

(c)      Change of Control Prior to Fourth Anniversary of the Date of Grant . If a Change of Control occurs prior to the fourth anniversary of the Date of Grant, the Restricted Stock Units shall be vested on the Change of Control.

(d)      Termination for Cause . If at any time prior to the date the vested Restricted Stock Units, if any, are redeemed in accordance with Paragraph 5 the Grantee ceases to be Employed by the Employer on account of a termination for Cause by the Employer, all of the Restricted Stock Units subject to this Grant shall be immediately forfeited and the Grantee shall not have any rights with respect to the redemption of any portion of the Restricted Stock Units, irrespective of whether the Performance Goal described in Paragraph 3 was achieved or the vesting condition(s) described in this Paragraph 4 were satisfied. In addition, if the Grantee engages in conduct that constitutes Cause after the Grantee’s employment or service terminates, and prior to the date on which the vested Restricted Stock Units, if any, are redeemed in accordance with Paragraph 5, such vested Restricted Stock Units shall be immediately forfeited and the Grantee shall not have any rights with respect to the redemption of any portion of such Restricted Stock Units.

(e)      Performance Goal Not Achieved by Fourth Anniversary of the Date of Grant . Except in the event of a Change of Control prior to the end of the Performance Period, if the Performance Goal is not achieved by the fourth anniversary of the Date of Grant, no portion of the Restricted Stock Unit will become vested and the Restricted Stock Unit shall be forfeited.

5.      Redemption . The Restricted Stock Units that become vested pursuant to Paragraph 4 above, provided they have become earned pursuant to Paragraph 3 above, shall be redeemed by the Company on the earlier to occur of (i) within sixty (60) days following the fourth anniversary of the Date of Grant; or (ii) within thirty (30) days following the Change of Control. The date on which the Restricted Stock Units are redeemed pursuant to the preceding sentence is referred to as the “ Redemption Date ”. On the Redemption Date, all Restricted Stock Units that have become earned and vested pursuant to Paragraphs 3 and 4 will be redeemed and converted to an equivalent number of shares of Company Stock, and the Grantee shall receive a single sum distribution of such shares of Company Stock, which shall be issued under the Plan.

6.      Change of Control . Except as set forth above, the provisions set forth in the Plan applicable to a Change of Control shall apply to the Restricted Stock Units, and, in the event of a Change of Control, the Committee may take such actions as it deems appropriate pursuant to the Plan and is consistent with the requirements of section 409A of the Code.

7.      Acknowledgment by Grantee . By accepting this Grant, the Grantee acknowledges that with respect to any right to redemption pursuant to this Grant, the Grantee is and shall be an unsecured general creditor of the Company without any preference as against other unsecured general creditors of the Company, and the Grantee hereby covenants for himself or herself, and anyone at any time claiming through or under the Grantee not to claim any such preference, and hereby disclaims and waives any such preference which may at any time be at issue, to the fullest

extent permitted by applicable law. The Grantee also hereby acknowledges and agrees that the Grantee will indemnify the Employer (as defined in the Plan) and hold the Employer free and harmless of, from and against any and all losses, damage, obligation or liability, and all costs and expenses (including reasonable attorneys’ fees) incurred in connection therewith, which may be suffered or incurred on account or by reason of any act or omission of the Grantee or the Grantee’s heirs, executors, administrators, personal representatives, successors and assigns in breach or violation of the provisions of the Plan or the agreements of the Grantee set forth herein. The Grantee also acknowledges receipt of a copy of the Plan and agrees to be bound by the terms of the Plan and this Grant. The Grantee further agrees to be bound by the determinations and decisions of the Committee with respect to this Grant and the Plan and the Grantee’s rights to benefits under this Grant and the Plan, and agrees that all such determinations and decisions of the Committee shall be binding on the Grantee, his or her beneficiaries and any other person having or claiming an interest under this Grant and the Plan on behalf of the Grantee.

8.      Restrictions on Issuance or Transfer of Shares of Company Stock .

(a)      The obligation of the Company to deliver shares of Company Stock upon the redemption of the Restricted Stock Units shall be subject to the condition that if at any time the Committee shall determine in its discretion that the listing, registration or qualification of the shares of Company Stock upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Company Stock, the shares of Company Stock may not be issued in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. The issuance of shares of Company Stock pursuant to this Grant is subject to any applicable taxes and other laws or regulations of the United States or of any state having jurisdiction thereof.

(b)      As a condition to receive any shares of Company Stock on the Redemption Date, the Grantee agrees to be bound by the Company’s policies regarding the transfer of the shares of Company Stock and understands that there may be certain times during the year in which the Grantee will be prohibited from selling, transferring, pledging, donating, assigning, mortgaging, hypothecating or otherwise encumbering the shares of Company Stock.

(c)      As soon as administratively practicable following the Redemption Date, a certificate representing the shares of Company Stock that are redeemed shall be issued to the Grantee.

9.      Grant Subject to Plan Provisions . This Grant is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. In the event of any contradiction, distinction or difference between this Grant and the terms of the Plan, the terms of the Plan will control. Except as otherwise defined in this Grant, capitalized terms used in this Grant shall have the meanings set forth in the Plan. This Grant is subject to the interpretations, regulations and determinations concerning the Plan established from time to time by the Committee in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (a) rights and obligations with respect to

withholding taxes, (b) the registration, qualification or listing of the shares of Company Stock, (c) changes in capitalization of the Company, and (d) other requirements of applicable law. The Committee shall have the authority to interpret and construe this Grant pursuant to the terms of the Plan, its decisions shall be conclusive as to any questions arising hereunder and the Grantee’s acceptance of this Grant is the Grantee’s agreement to be bound by the interpretations and decisions of the Committee with respect to this Grant and the Plan.

10.      No Rights as Stockholder . The Grantee shall not have any rights as a stockholder of the Company, including the right to any cash dividends, or the right to vote, with respect to any Restricted Stock Units.

11.      No Rights to Continued Employment or Service . This Grant shall not confer upon the Grantee any right to be retained in the employment or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.

12.      Assignment and Transfers . No Restricted Stock Units awarded to the Grantee under this Grant may be transferred, assigned, pledged, or encumbered by the Grantee and a Restricted Stock Unit shall be redeemed during the lifetime of the Grantee only for the benefit of the Grantee. Any attempt to transfer, assign, pledge, or encumber the Restricted Stock Unit by the Grantee shall be null, void and without effect. The rights and protections of the Company hereunder shall extend to any successors or assigns of the Company. This Grant may be assigned by the Company without the Grantee’s consent.

13.      Withholding . The Grantee shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the grant, vesting and redemption of the Restricted Stock Units. Any tax withholding obligation of the Employer with respect to the redemption of the Restricted Stock Units shall be satisfied by having shares of Company Stock withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

14.      Effect on Other Benefits . The value of shares of Company Stock distributed with respect to the Restricted Stock Units shall not be considered eligible earnings for purposes of any other plans maintained by the Company or the Employer. Neither shall such value be considered part of the Grantee’s compensation for purposes of determining or calculating other benefits that are based on compensation, such as life insurance.

15.      Applicable Law; Entire Agreement . The validity, construction, interpretation and effect of this Grant shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof. This Grant, together with the Non-Disclosure and Non-Competition Agreement (or, if applicable, the Non-Disclosure Agreement) provided to the Grantee herewith, the provisions of which are incorporated herein by reference, sets forth the entire agreement of the parties with respect to the subject matter hereof and may not be changed or terminated except by a writing

signed by the Grantee and the Company. This Grant and any undertakings and indemnities delivered hereunder shall be binding upon and shall inure to the benefit of the Grantee and the Grantee’s heirs, distributees and personal representatives and to the Company, its successors and assigns.

16.      Notice . Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Secretary at the Company’s corporate headquarters, and any notice to the Grantee shall be addressed to such Grantee at the current address shown on the payroll records of the Employer, or to such other address as the Grantee may designate to the Employer in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.

17.      Section 409A of the Code . As applicable, this Grant is intended to comply with the requirements of section 409A of the Code and shall be interpreted and administered to avoid any penalty sanctions under section 409A of the Code. If any redemption cannot be provided or made at the time specified herein, then such distribution shall be provided in full at the earliest time thereafter when such sanctions cannot be imposed. In no event may the Grantee, directly or indirectly, designate the calendar year of distribution.

[ SIGNATURE PAGE FOLLOWS ]

IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Grant effective as of the Date of Grant.

I hereby accept the grant of Restricted Stock Units described in this Restricted Stock Unit Grant. I have read the terms of the Plan and this Restricted Stock Unit Grant, and agree to be bound by the terms of the Plan and this Restricted Stock Unit Grant and the interpretations of the Committee with respect thereto.