CSS INDUSTRIES INC
EXHIBIT 10.14
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<TYPE>EX-10
<SEQUENCE>11
<FILENAME>ex10-14.txt
<DESCRIPTION>EXHIBIT 10.14
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                              CSS INDUSTRIES, INC.

                             2000 STOCK OPTION PLAN

                           FOR NON-EMPLOYEE DIRECTORS


1. Purpose. The purpose of this 2000 Stock Option Plan for Non-Employee
Directors (the "Plan") of CSS Industries, Inc. (the "Company") is to increase
the ownership interest in the Company of Non-Employee Directors whose services
are considered essential to the Company's continued progress and to provide a
further incentive to serve as a Director of the Company.

2. The Plan. The Plan shall consist of options to acquire Shares of the Common
Stock of the Company, $.10 par value (the "Shares").

3. Administration. The Plan shall be administered by a Committee of the Board of
Directors consisting of Directors who are not eligible to participate in the
Plan (the "Committee"). Subject to the provisions of the Plan, the Committee
shall be authorized to interpret the Plan, to establish, amend and rescind any
rules and regulations relating to the Plan, and to make all other determinations
necessary or advisable for the administration of the Plan; providing, however,
that the Committee shall have no discretion with respect to the eligibility or
selection of Directors to receive options under the Plan, the number of Shares
subject to any such options, other than by reason of an adjustment pursuant to
Section 8 hereof, or the purchase price of options or the frequency of option
grants thereunder, and provided further that the Committee shall not have the
authority to take any action to make any determination that would materially
increase the benefits accruing to participants under the Plan. The determination
of the Committee in the administration of the Plan, as described herein, shall
be final and conclusive and binding upon all persons including, without
limitation, the Company, its stockholders and persons granted options under the
Plan. The Secretary of the Company shall be authorized to implement the Plan in
accordance with its terms and to take such actions of a ministerial nature as
shall be necessary to effectuate the intent and purposes thereof. The validity,
construction and effect of the Plan and any rules and regulations relating to
the Plan shall be determined in accordance with the laws of the State of
Delaware.

4. Participation in the Plan. Directors of the Company who are not employees of
the Company or any subsidiary or affiliate of the Company shall be eligible to
participate in the Plan ("Eligible Directors").

5. Shares Subject to the Plan. Subject to adjustment as provided in Section 8,
an aggregate of Two Hundred Thousand (200,000) Shares shall be available for
issuance upon the exercise of options granted under the Plan. The Shares
deliverable upon the exercise of an option

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may be made available from unissued Shares not reserved for any other purpose or
Shares reacquired by the Company, including Shares purchased in the open market
or in private transactions. If any option granted under the Plan shall expire or
terminate for any reason without having been exercised in full, the Shares
subject to, but not delivered under, such option may again become available for
the grant of other options under the Plan.

6. Non-Statutory Stock Options. All options granted under the Plan shall be
non-statutory options not intended to qualify under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").

7. Terms, Conditions and Forms of Options. Each option granted under this Plan
shall be evidenced by a written agreement with the Company in such form as the
Committee shall from time to time approve, which agreements shall comply with
and be subject to the following terms and conditions:

         (i) Option Grant Dates. Options to purchase 4,000 Shares (as adjusted
pursuant to Section 8) shall be granted automatically to each Eligible Director
on the last day that the Company's Shares are traded on the New York Stock
Exchange or other national securities exchange upon which the shares are traded
or if the Shares are not then listed on a national securities exchange and are
not traded over-the-counter on the date of the last trade as reported by NASDAQ
or, if not reported by NASDAQ, the last trade which was reported, in each
November through 2005, except that any such grant shall be subject to and
contingent upon approval of the Plan by the stockholders of the Company at the
2001 Annual Meeting of Stockholders.

         (ii) Purchase Price. The purchase price of Shares upon exercise of an
option shall be 100% of the fair market value of the Shares on the date of grant
of an option; which shall be: (i) if the Shares are then listed on a national
securities exchange, the closing price of the Shares on such date; provided,
however, if on such date the Shares were traded on more than one national
securities exchange, then the closing price on the exchange on which the
greatest volume of Shares were traded on such day; (ii) if the Shares are not
then listed on a national securities exchange and are traded over-the-counter,
the last sale price of the Shares on such date as reported by NASDAQ or, if not
reported by NASDAQ, the average of the closing bid and asked prices for the
Shares on such date; and (iii) if the Shares are neither then listed on a
national securities exchange nor traded in the over-the-counter market, such
value as the Committee shall in good faith determine. If the Shares are then
listed on a national securities exchange or are traded over-the-counter but are
not traded on the date of grant, then the purchase price of such shares shall be
the closing price on the last day prior thereto on which such Shares were
traded.

         (iii) Exercisability and Term of Options. Each option granted under the
Plan will become exercisable and mature in four equal installments, commencing
on the first anniversary of the date of grant and annually thereafter. Each
option granted under the Plan shall

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expire five years from the date of the grant, and shall be subject to earlier
termination as hereinafter provided.

         (iv) Termination of Service. In the event of the termination of service
on the Board by the holder of any option, other than by reason of death as set
forth in Paragraph (v) hereof or by reason of such holders commencement of
employment with the Company, the then outstanding options of such holder may be
exercised only to the extent that they were exercisable on the date of such
termination and shall expire three months after such termination, or on their
stated expiration date, whichever occurs first.

         (v) Death. In the event of the death of the holder of any option, each
of the then outstanding options of such holder will immediately mature in full
and become exercisable by the holder's legal representative at any time within a
period of six months after death, but in no event after the expiration date of
the term of the option.

         (vi) Payment. Options may be exercised only upon payment to the Company
in full of the purchase price of the Shares to be delivered. Such payment shall
be made (a) in cash or check at the time of purchase, (b) by delivering Shares
already owned by the holder and having a fair market value (as defined in
Section 7(ii)) equal to the purchase price, (c) with the proceeds of a
promissory note payable by the holder of such option to the Company, but only in
accordance with the provisions of a Loan Program established by the Committee or
any successor program as in effect from time to time, (1) in a principal amount
of up to 50% of the fair market value of the Shares to be delivered pursuant to
the exercise of such option, or such applicable lower percentage as may be
specified by the Committee pursuant to the Loan Program, and (2) bearing
interest at a rate not less than the applicable Federal rate prescribed by
Section 1274 of the Code, or such higher rate as may be specified by the
Committee pursuant to the Loan Program; or (d) through any combination of (a),
(b) or (c). Notwithstanding the foregoing, the Committee reserves the right not
to permit such payment to be made under the terms of subsections (b) or (c) if
it determines that the same would not be in the best interests of the Company.

8. Adjustment upon Changes in Shares; Acceleration and Cancellation of Options.

         (i) In the event of any reclassification, recapitalization, merger,
consolidation, reorganization, issuance of warrants, rights or debentures, stock
dividend, stock split or reverse stock split, extraordinary cash dividend,
property dividend, combination or exchange of shares, repurchase of shares or
any other change in corporate structure which in the judgment of the Committee
materially affects the value of Shares, the Committee may determine the
appropriate adjustments, if any, to the number and class of Shares available for
issuance upon the exercise of options granted under the Plan, the number and
class of Shares and the exercise price per Share set forth in any option
theretofore granted.

         (ii) In the event of (a) the disposition of all or substantially all of
the assets of
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the Company, (b) the dissolution of the Company, (c) the merger or consolidation
of the Company with or into any other entity or the merger or consolidation of
any other entity into the Company in each case whereby the Company is not the
surviving entity, or (d) the making of a tender offer or exchange offer to
purchase all or substantially all of the Shares of the Company, all outstanding
options awarded under the Plan shall become exercisable in full immediately
prior to such event and such options shall be canceled by the Company, which
shall remit to each Eligible Director a cash payment equal to the difference
between (y) the aggregate fair market value of all Shares subject to the
unexercised portion of such options less (z) the aggregate exercise price of
such unexercised options above.

9. Options Non-Assignable and Non-Transferable. Each option and all rights
thereunder shall be non-assignable and non-transferable other than by will or
the laws of descent and distribution and shall be exercisable during the
holder's lifetime only by the holder or the holder's guardian or legal
representative.

10. Limitations of Rights.

         (i) No Right to Continue as a Director. Neither the Plan nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that an Eligible Director has a right to continue as a Director for any period
of time, or at any particular rate of compensation.

         (ii) No Stockholders' Rights for Holders of Options. A holder of
options shall have no rights as a stockholder with respect to the Shares covered
by options granted hereunder until the date of the issuance of a stock
certificate therefor, and no adjustment will be made for any cash dividend
distributions for which the record date is prior to the date such certificate is
issued.

11. Effective Date and Duration of Plan. The Plan is effective upon its adoption
by the Board of Directors, subject to approval by the stockholders of the
Company at the 2001 Annual Meeting of Stockholders. The period during which
option grants shall be made under the Plan shall terminate on December 31, 2005
(unless the Plan is extended or is terminated on an earlier date by action of
the stockholders), but such termination shall not affect the terms of any then
outstanding options.

12. Amendment, Suspension or Termination of the Plan. Subject to the limitations
described in this Section, the Committee may amend, suspend or terminate the
Plan; provided, however, that no such action shall adversely affect the rights
of Directors who hold outstanding options previously granted hereunder and,
provided further, however, that any stockholder approval necessary or desirable
in order to comply with Rule 16b-3 under the Securities Exchange Act of 1934, as
amended, shall be obtained in the manner required therein. Amendments to
Sections 4 and 7(i) and (ii) shall not be effected more than once every six
months, unless such amendments are implemented to comport with changes in the
Code or

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regulations thereunder.

13. Notice. Any notice to the Company required by any of the provisions of this
Plan shall be in writing and addressed to the Secretary of the Company at the
Company's then Executive Offices and shall become effective when it is received.

14. Use of Proceeds. Proceeds from the sale of Shares pursuant to options
granted under the Plan shall constitute general funds of the Company.

15. No Fractional Shares. No fractional Shares shall be issued pursuant to
options granted hereunder.

16. Expenses of the Plan. All of the expenses of administering the Plan shall be
paid by the Company.

17. Compliance with Applicable Law. Notwithstanding anything herein to the
contrary, the Company shall not be obligated to cause to be issued or any
certificate for Shares to be delivered pursuant to the exercise of an option
unless and until the Company is advised by its counsel that the issuance and
delivery of such certificate is in compliance with all applicable laws,
regulations or governmental authority and the requirements of any exchange upon
which Shares are traded. The Company shall in no event be obligated to register
any securities pursuant to the Securities Act of 1933 (as now in effect or as
hereafter amended) or to take any other action in order to cause the issuance
and delivery of any such certificate to comply with any such law, regulations or
requirement. The Committee may require, as a condition of the issuance and
delivery of any such certificate and in order to insure compliance with such
laws, regulations and requirements, such representations as the Committee, in
its sole discretion, deems necessary or desirable. Each option shall be subject
to the further requirement that if at any time the Committee shall determine in
its discretion that the listing or qualification of the Shares subject to such
option, is required under any securities exchange or association requirements or
under any applicable law, or that the consent or approval of any governmental
regulatory body is necessary as a condition of, or in connection with, the
granting of such option or the issuance of Shares thereunder, such option may
not be exercised in whole or in part unless such listing, qualification, consent
or approval shall have been effected or obtained free of any conditions not
acceptable to the Committee.

18. Governing Law. Except to the extent pre-empted by federal law, this Plan
shall be construed and enforced in accordance with, and governed by, the laws of
the State of Delaware.

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