EX-10.XXVIII Key Management Annual Incentive Plan 2005

EX-10.XXVIII 10 l13117aexv10wxxviii.htm EX-10.XXVIII KEY MANAGEMENT ANNUAL INCENTIVE PLAN 2005 Exhibit 10.XXVIII
Table of Contents

Exhibit 10(xxviii)

American Greetings

 
Key Management Annual Incentive Plan    
 

     Fiscal Year 2006

 


         
American Greetings
Key Management Annual Incentive Plan
      1
 

Table of Contents

         
Eligibility
    2  
         
How the Plan Works
    3  
         
Your Individual Target Incentive
    4  
         
Weighting the Measures
    5  
         
Measuring Performance
    6  
         
Performance Multipliers
    7  
         
Performance Measures
    8  
         
Corporate Performance
    8  
         
Business Unit Performance
    9  
         
Individual Performance
    10  
         
Summary – Total Award Calculation
    11  
         
Administrative Details
    12  
         
Definition of Common Terms
    13  

 


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American Greetings
Key Management Annual Incentive Plan
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American Greetings Key Management Annual Incentive Plan

This brochure provides an overview of the Key Management Annual Incentive Plan ¾ a valuable component of your total compensation package. It contains details about how the Plan rewards for Corporate, Business Unit and Individual performance results. In addition, your Incentive Compensation Statement ¾ provided separately ¾ includes information specific to your participation in the plan: your assigned business unit, your target incentive percentage, and detailed examples of the incentive calculation under different performance scenarios. Together, these documents provide the information you need to understand the Plan so you can maximize your annual incentive award.

Eligibility

You are eligible to participate in the Key Management Annual Incentive Plan if you are a Key Manager or Officer in one of the following business units and you do not participate in another Company-sponsored annual incentive plan:

  §   Corporate Consolidated
 
  §   Total Social Expressions Group
 
  §   Cards & Wrap Group
 
  §   Creative Products Group
 
  §   Plus Mark
 
  §   AG Interactive Entertainment Group
 
  §   UK Greetings
 
  §   John Sands Group
 
  §   S.A. Greetings
 
  §   Carlton Mexico

Key Managers include individuals in Key Manager 1 and Key Manager 2 job levels. Officers include Corporate-level Executive Directors, Vice Presidents, Senior Vice Presidents, President & Chief Operating Officer, Chief Executive Officer, Chairman of the Board and any other job level(s) that may be designated.

 


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American Greetings
Key Management Annual Incentive Plan
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How the Plan Works

The Key Management Annual Incentive Plan rewards participants for their contributions to American Greetings success over a twelve-month fiscal year. The Plan rewards for successful results in three key performance areas:

     
n
  Corporate Performance. At the beginning of each fiscal year, the American Greetings Board of Directors approves the corporate earnings per share (EPS) goal for the year. Actual corporate results are compared to this goal at the end of the year.
 
   
n
  Business Unit Performance. Every year, each business unit develops an earnings goal ¾ which is approved by the Board of Directors ¾ based on its strategic direction, business opportunities and growth projections. Business unit performance is based on actual earnings results for your assigned business unit compared to goal.
 
   
n
  Individual Performance. Your manager will determine your individual performance compared to your objectives for the year. Your actual performance rating determines the percentage of the target individual incentive amount you earn.

At the end of each fiscal year, incentive amounts are determined based on performance in these three areas and are added together to determine your total Key Management Annual Incentive Plan award.

                             
 
  Corporate
Performance
  +   Business Unit
Performance
  +   Individual
Performance
  =   Your
Incentive
Award

The total award ¾ which is paid in cash ¾ can range from 0% to 200% of your individual target incentive. This provides significant incentive earnings opportunity when performance in one or more of these performance areas exceeds expectations.

Let’s take a look at the components of the Plan and how they work.

 


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American Greetings
Key Management Annual Incentive Plan
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Your Individual Target Incentive

At the beginning of each fiscal year, an individual target incentive is established for you based on your job level. This target incentive is typically communicated as a percentage of your base earnings but may also be expressed as a dollar amount, determined by multiplying your base earnings by your target incentive percentage as follows:

         
 
  Your Base Earnings    
         
 
  ×    
  Your Target Incentive %    
         
  =    
  Your Target Incentive    

The target incentive represents what you would earn if each performance measure in this incentive plan (Corporate, Business Unit, and Individual) were achieved at 100% of goal and you met all individual performance expectations (i.e., all components achieve their target performance).

Example: Joe

For example, assume Joe is a Key Manger 1 with base earnings of $60,000. His target incentive under the Plan is 10%, or $6,000 ($60,000 × 10% = $6,000).

We’ll refer to Joe throughout this brochure as we describe how the Plan works.

 


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Key Management Annual Incentive Plan
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Weighting the Measures

Performance measures are weighted by job level to reflect the degree to which positions within a job level can affect performance in each of the three performance measurement areas. Accordingly, associates at higher job levels ¾ who have more impact on the achievement of corporate objectives ¾ have more weight assigned to the corporate performance measure. Lower job levels, in contrast, have more weight assigned to the individual performance measure.

The following chart shows the specific weightings for each job level for fiscal year 2006.

                                   
       
        Fiscal Year 2006 Weightings    
  Job Level     Corporate       Business Unit       Individual    
  Chairman of the Board, CEO,
President and COO, Senior
Vice Presidents
      30%         50%         20%    
  Vice Presidents, Executive
Directors, Key Managers 2,
Key Managers 1
      20%         50%         30%    
 

Example: Joe

Joe, a Key Manager 1 with base earnings of $60,000 and a 10% incentive target, would face the following set of performance measure weightings and target incentive awards:

Key Manager 1 Weightings

             
Corporate   Business Unit   Individual   Total
20%
  50%   30%   100%

Joe’s Target Incentive (Percent of Base Earnings)

             
2%   5%   3%   10%
(10% × 20%)   (10% × 50%)   (10% × 30%)    

Joe’s Target Incentive ($)

             
$1,200   $3,000   $1,800   $6,000
($60,000 × 2%)   ($60,000 × 5%)   ($60,000 × 3%)    

 


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American Greetings
Key Management Annual Incentive Plan
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Measuring Performance

At the beginning of each fiscal year, the American Greetings Board of Directors approves the corporate earnings per share (EPS) goal for the coming year. This goal provides the context within which each business unit then sets its earnings goal.

Corporate and business unit actual earnings performance is determined at the end of the fiscal year and expressed as a percentage of the earnings goal. In contrast, individual results are evaluated by your manager and communicated as an individual performance rating. If the corporation’s or your business unit’s results exceed or fall below the earnings goal, Plan payouts are adjusted.

         
n
  Below Target Performance. If actual earnings results do not meet a minimum level of performance ¾ the performance threshold ¾ no incentive award is earned for that performance measure. Earnings results that fall between threshold and goal result in a reduced incentive award.         Performance Threshold

The corporate and business unit performance threshold is 90% of the fiscal year earnings goal.
 
       
n
  Target Performance. When actual results meet the earnings goal, you receive 100% of the target incentive award for that performance measure.
 
       
n
  Above Target Performance. When actual results exceed the earnings goal, you can receive up to 200% of the targeted incentive award for that performance measure.

As described above, there is a precise relationship between actual earnings results and the corresponding incentive award. As performance rises or falls, so does your incentive award. But how much your award changes as performance varies is determined by something called a performance multiplier which is discussed in the following section.

 


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Key Management Annual Incentive Plan
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Performance Multipliers

The performance multiplier is used to calculate the corporate and business unit incentive awards when performance is above or below goal, provided the performance thresholds have been achieved.

Corporate and business unit performance incrementally increase your incentive award for performance above goal. They also incrementally decrease your incentive award for performance below goal.

For example, a multiplier of 4 means that for every 1% increase or decrease in the percentage of goal achieved there is a corresponding 4% increase or decrease in the percentage of target incentive earned.

The formula below illustrates the role of the performance multiplier in determining the adjustment that is made to your incentive target based on actual performance achieved.

                 
    Example of a performance multiplier of 4 when the percent of goal
    achieved is 105%        
 
               
                        100%              +         (                  4                     ×                           5%           )         =          120%
 
               
  Target
Performance
  Performance
Multiplier
  Results
Above
Goal
  Performance
Adjustment

Important Note: Business unit performance multipliers vary by business unit. The multiplier assigned to your business unit is provided in your fiscal year 2006 Incentive Plan Statement. A list of all business unit multipliers is provided in the Definition of Terms section of this document.

 


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American Greetings
Key Management Annual Incentive Plan
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Performance Measures

                     
  Corporate
Performance
  +   Business Unit
Performance
  +   Individual
Performance

Corporate Performance

Corporate performance is based on fiscal year-end corporate earnings per share compared to goal. Minimum performance of 90% of goal must be attained before any incentive is earned. From that point onward, incentive awards are determined using a performance multiplier of 4 as illustrated in the example below.

Example: Joe

Joe is a KM1 with $60,000 in base earnings. Let’s assume corporate EPS performance is 105% of goal. Joe’s corporate incentive award is calculated in three steps:

  1.   Determine the corporate performance adjustment factor
 
  2.   Apply the corporate performance adjustment to Joe’s target incentive percentage for the corporate component
 
  3.   Multiply the result by Joe’s base earnings
                 
                        100%              +         (               4                     ×                      5%           )         =                  120%
 
               
  Target
Performance
  Corporate
Performance
Multiplier
  Results
Above
Goal
  Corporate
Performance
Adjustment
                         
 
        Corporate Incentive
Joe’s Target Incentive
 
              2 %
 
                       
Performance Adjustment
 
      ×       120 %
 
                       
Joe’s Base Earnings
 
      ×     $ 60,000  
 
                       
Joe’s Incentive Earned
 
      =     $ 1,440  

 


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Key Management Annual Incentive Plan
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  Corporate
Performance
  +   Business Unit
Performance
  +   Individual
Performance

Business Unit Performance

Business unit performance measures vary by business unit, but your measure will be one of the following:

  §   Business Unit Pro Forma Earnings Before Interest and Taxes (Business Unit EBIT),
 
  §   Product Profit Contribution (PPC),
 
  §   Net Operating Profit After Taxes (NOPAT), or
 
  §   Corporate Pro Forma Earnings Before Interest and Taxes (Corporate EBIT).

Earnings are charged/credited for any variation from plan in Net Capital Employed at the weighted average cost of capital. Performance is based on fiscal year-end earnings compared to goal. Minimum performance of 90% of goal must be attained before any incentive is earned.

A listing of each business unit’s assigned earnings measure and performance multipliers are presented in the Business Unit table at the end of this brochure as well as in your Incentive Plan Statement, which is provided separately. An example of the calculation of this incentive follows.

Example: Joe

Joe is a KM1 with $60,000 in base earnings. Let’s assume his Business Unit has a performance multiplier of 3 and that its performance at year-end is 96% of goal. Joe’s business unit incentive award is calculated in three steps:

  1.   Determine the business unit performance adjustment factor
 
  2.   Apply the business unit performance adjustment to Joe’s target incentive percentage for the business unit component
 
  3.   Multiply the result by Joe’s base earnings
                 
                        100%              +         (              3                 ×              – 4%      )         =                             88%
 
               
  Target
Performance
  Business Unit
Performance
Multiplier
       Results
      Below
       Goal
  Business Unit
Performance
Adjustment
                 
    Business Unit Incentive
Joe’s Target Incentive
          5 %
 
               
Performance Adjustment
    ×     88 %
 
               
Joe’s Base Earnings
    ×   $ 60,000  
 
               
Joe’s Incentive Earned
    =   $ 2,640  

 


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Key Management Annual Incentive Plan
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  Corporate
Performance
  +   Business Unit
Performance
  +   Individual
Performance
   

Individual Performance

At the end of the fiscal year, managers assess each participant’s performance compared to other participants within the business unit. Managers determine the degree to which the participants achieve the goals and job expectations defined at the beginning of the year.

Managers rank participants based on their relative performance and determine the actual performance rating based on these rankings and the targeted percentage of participants for each rating. Participants who receive an “Exceeds Expectations” performance rating receive the target incentive for the individual performance measure multiplied by 150% ¾ or 200% based on manager discretion1. Participants who receive an “Improvement Expected / Performance Below Peer Level” rating will not receive an individual performance incentive. Individuals that receive a “Meets Expectations” rating will receive 100% of their target individual incentive.

If corporate earnings performance is below threshold, only 30% of the top performing participants may receive awards for individual performance. In these instances, individual awards may not exceed 50% of the target payable for the individual performance component.

The following schedule shows how individual amounts will be adjusted based on individual performance.

                               
      Target Percentage                 Individual Payout  
Performance Rating     of Participants       Will Receive       Percentage  
                   
Exceeds Expectations1
      30 %       ®         150 %
                           
Meets Expectations
      60 %       ®         100 %
                           
Improvement Expected / Performance Below Peer Level
      10 %       ®         0 %
                   


1   Managers can, at their discretion, increase the Individual Payout Percentage to 200% for associates rated as “Exceeds Expectations” who demonstrate an extraordinary level of performance. Accomplishments must be the result of extraordinary effort and initiative that go well beyond the contributions of other associates rated as “Exceeds Expectations.” The number of persons eligible to receive an Individual Payout Percentage of 200% may not exceed one third of the total number of associates rated as “Exceeds Expectations.”

Example: Joe

For example, assume Joe receives a performance rating of “Exceeds Expectations.” His Individual incentive award would be calculated as follows:

             
        Individual Incentive  
Joe’s Target Incentive
 
      3 %
 
Payout Percentage
 
    × 150 %
 
Joe’s Base Earnings
 
    × $60,000  
 
         
 
           
Joe’s Incentive Earned
 
    = $2,700  

 


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Key Management Annual Incentive Plan
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Summary – Total Award Calculation

At the end of American Greetings fiscal year, corporate, business unit and individual results are evaluated and your total incentive award is calculated.

Example: Joe

The following example shows how Joe’s actual incentive award is calculated based on the assumptions that were used throughout this brochure:

                 
Joe’s Assumptions           Performance Assumptions  
Base Earnings:
  $ 60,000     Corporate:   105% of Goal
Individual Target Percentage:
    10 %   Business Unit:   96% of Goal
Individual Target Incentive:
  $ 6,000     Individual:   Exceeds Expectations
                 
   
Incentive Calculation   Incentive %     Incentive $  
Target Corporate Incentive (20% weight)
    2 %        
[100% + (4 × 5% above goal)]
    × 120 %        
 
           
Final Corporate Incentive
    2.4 %   $ 1,440  
 
+
               
 
Target Business Unit Incentive (50% weight)
    5 %        
[100% + (3 × -4% above goal)]
    × 88 %        
 
           
Final Business Unit Incentive
    4.4 %   $ 2,640  
 
+
               
 
Target Individual Incentive (30% weight)
    3 %        
Individual Payout Percentage (“Exceeds”)
    × 150 %        
Final Individual Incentive 
  4.5 %   $ 2,700     
 
=
               
 
TOTAL INCENTIVE EARNED
    11.3 %   $ 6,780  
 

 


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Key Management Annual Incentive Plan
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Administrative Details

If your employment status changes, your Plan participation and any payouts may be affected as described below.

     
n
  New Hires. If you are hired during the plan year ¾ defined as the American Greetings fiscal year ending February 28, 2006 ¾ and are eligible to participate in the Key Management Annual Incentive Plan, you will receive a prorated incentive payout based on the period of time you participated in the Plan and your base earnings during that time.
 
   
n
  Promotions and Transfers. If you are promoted or you move from one business unit to another during the year, your individual target incentive, base earnings, business unit goal and corresponding performance multiplier may change. If any of these do change, your incentive will be calculated based on the targets, base earnings, plan provisions and actual performance for each business unit you participated in on a prorated basis and rounded to the nearest full month.
 
   
n
  Termination. If you voluntarily or involuntarily leave American Greetings before the completion of the plan year, you will forfeit your Key Management Annual Incentive Plan award for that year.
 
   
n
  Retirement, Leave of Absence, Disability, Death. If your employment ends during the plan year because you elect to retire after age 60, or if you take a leave of absence, suffer a permanent disability or die, your incentive payout will be prorated to the nearest full month based on the actual period you participated in the Plan during the year.
 
   
n
  Incentive Payout. Incentive payouts earned in fiscal year 2006 will typically be paid to participants within 60 days after the end of the fiscal year. Incentive payouts are subject to normal tax withholding at a standardized rate and will be deposited to a bank account of your choice.
 
   
n
  Calculating Payouts. For computation purposes, financial goals and actual performance results are rounded to the nearest $1,000. The percent of the financial goal achieved and the percent of target bonus earned is rounded to the nearest one-tenth of one percent. The actual incentive payout is rounded to the nearest dollar.
 
   
n
  Questions. If you have questions about the Key Management Annual Incentive Plan and how it works, please contact your manager. Your manager will work with you to ensure you understand the Plan so you can maximize your annual incentive.

 


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American Greetings
   
Key Management Annual Incentive Plan
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Common Terms

The following provides detailed definitions of some common terms used throughout this brochure.

     
n
  Base Earnings. Your base earnings are defined as your base salary earnings during the fiscal year. Base earnings exclude health and welfare benefits, bonus, commission, and incentive payments, overtime and other indirect compensation. Base earnings for Plan participants outside of the U.S. may be defined differently and may vary by country.
 
   
n
  Business Unit
                 
Business Unit
    Earnings Measure     Performance Multiplier
             
Corporate Consolidated
    Participant Specific:       4  
    Corporate NOPAT (Section 16 officers only)          
    Corporate pro forma EBIT (all others)          
             
Total Social Expressions Group
    Combination of...       4  
    § Cards & Wrap Group earnings          
    § Creative Products Group earnings          
    § Plus Mark pro forma EBIT          
             
Cards & Wrap Group
    Combination of...       4  
    § Cards PPC          
    § Gift Wrap PPC          
    § Carlton Cards Retail pro forma EBIT          
    § AGI Schutz pro forma EBIT          
             
Creative Products Group
    Combination of...       4  
    § DesignWare PPC          
    § GuildHouse PPC          
    § Learning Horizons pro forma EBIT          
    § Balloon Zone PPC          
    § Product Development PPC          
             
Plus Mark
    Plus Mark pro forma EBIT       4  
             
AG Interactive Entertainment Group
    Combination of...       4  
    § Outbound licensing pro forma EBIT          
    § AG Interactive entertainment pro forma EBIT          
             
UK Greetings
    UK Greetings pro forma EBIT       4  
             
John Sands Group
    John Sands Group pro forma EBIT       3  
             
S.A. Greetings
    S.A. Greetings pro forma EBIT       3  
             
Carlton Mexico
    Carlton Mexico pro forma EBIT       3  
             
     
n
  Business Unit Pro Forma EBIT. A business unit’s earnings before interest and taxes, charged/credited for any variation from plan in Net Capital Employed at the weighted average cost of capital.
 
   
n
  Corporate Earnings Per Share (EPS). Corporate earnings per share is measured at the end of the fiscal year and is calculated as corporate pre-tax income minus interest and taxes divided by the total number of shares outstanding as calculated on a fully diluted basis.

 


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Key Management Annual Incentive Plan
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n
  Corporate Pro Forma EBIT. Consolidated corporate earnings before interest and taxes, charged/credited for any variation from plan in Net Capital Employed at the weighted average cost of capital.
 
   
n
  Corporate Net Operating Profit After Tax (NOPAT). Consolidated corporate earnings after taxes, charged/credited for any variation from plan in Net Capital Employed at the weighted average cost of capital.
 
   
n
  Fiscal Year. March 1 through February 28 or 29 of the following year.
 
   
n
  Net Capital Employed (NCE). Assets (minus cash and LIFO reserve) minus liabilities (not including long-term debt, inter-company payables, and taxes).
 
   
n
  Product Profit Contribution (PPC). Earnings before interest and taxes but not including selling and general administration (SGA) allocations.

Nothing in this brochure should be construed to create or imply any contract of employment between an employee and American Greetings and its subsidiaries. Except as specifically provided in the Plan and subject to American Greetings right to amend or terminate the Plan, no employee, former employee or any beneficiary shall have any right to payments under the American Greetings Key Management Annual Incentive Plan.

American Greetings reserves the right to terminate or make changes to the Plan at any time without prior notice to any of the Plan’s participants. The Chief Executive Officer and Chairman are the only people who have the authority to alter or amend this Plan as it relates to any one participant. Any such alteration or amendment must be done in writing. No participant should rely on an alteration, amendment or modification to this Plan unless it is made in writing and is signed by the CEO or Chairman.

For the purposes of illustrating how the Plan works, hypothetical associates, target incentives, performance outcomes and incentive payments have been used in this brochure. The actual incentive, if any, will be based on the actual performance of American Greetings, its business units, and your individual performance.

This brochure and its contents, including your incentive plan statement, are considered to be confidential and proprietary and are for the sole use of current American Greetings employees.