American Greetings Key Management Annual Incentive Plan (Fiscal Year 2010)

EX-10.1 4 dex101.htm KEY MANAGEMENT ANNUAL INCENTIVE PLAN (FISCAL YEAR 2010 DESCRIPTION) Key Management Annual Incentive Plan (Fiscal Year 2010 Description)

Exhibit 10.1

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Creativity…Innovation…

Collaboration…

Our commitment to these ideals has allowed us to become one of the world’s

largest publicly owned developers, producers and distributors of social expressions

products. As a leader at American Greetings, you have a unique opportunity to

focus our associates on these key areas and to cultivate a work environment that is

stimulating, productive and rewarding.

In addition, the decisions you make and the things you do every day have a direct and meaningful

impact both within your department and across the company. We have designed the Key

Management Annual Incentive Plan to reward you for the critical role you play. As a leader, you help

foster and channel your energy and the energy of those around you into building on our business

principles, strengthening our marketplace position and generating value for our shareholders.

Table of Contents

Plan Objectives and Who is Eligible. . . . . . . . . . . . . . . . . . . . 2

How the Plan Works. . . . . . . . . . . . . . . . . . . . . . . 3

Emphasis of Each Plan Component. . . . . . . . . . . . . . . . . 4

Measuring Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Corporate Component. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Business Unit Component. . . . . . . . . . . . . . . . . . . . . . . . . . 8

Individual Component. . . . . . . . . . . 9

Example Calculation. . . . . . . . . . . . . . . . . . . . . . . . . 10

Administrative Plan Details . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Key Terms. . . . . .. . . . . . . . . . . . 13

Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . 14

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Plan Objectives

• Focuses on shareholder value and profitable revenue growth | Our shareholders expect us to evaluate our results in the same way they do

• Emphasizes teamwork and mutual cooperation | Our success depends on the collaborative effort within each of our business units

• Demonstrates the importance of personal drive and commitment to quality | Individual contributions are the foundation of our collective accomplishments

• Rewards leaders for success | Award opportunity is greatest when attention is given to the achievement of objectives in each of the three performance areas

Who Is Eligible

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

• Corporate Consolidated

• Total Social Expressions Group (SEG)

• AG Intellectual Properties Group

• AG Interactive

• AG Properties

• UK Greetings

• John Sands Group

Refer to the section entitled Key Terms for additional details on eligibility for participation in the Plan.

Watch for Your Participant Letter

You will receive a Participant Letter that outlines information specific to your participation in the Plan:

• Your assigned business unit and sub-business unit, if any

• The performance multiplier for your business unit and sub-business unit

• Your total target award

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How the Plan Works

The Plan provides a cash award for the achievement of goals in three key performance areas measured over a 12-month fiscal year. Success in these key areas helps American Greetings create shareholder value and ensure profitable growth over the long term.

Your Award Opportunity

Your total target award is established at the beginning of each fiscal year and will be communicated to you at that time.

Your total target award is:

• A percentage of your base earnings based on your job level

• The award you would earn if each goal is achieved in each performance area

The amount of the award you receive will increase or decrease based on actual performance in these three key areas:

Corporate Performance

Business Unit Performance

Individual Performance

American Greetings will establish goals at the beginning of each fiscal year:

• Corporate goals are developed by management and approved by the Board of Directors.

• Business unit goals will be developed by each business unit based on its strategic direction, business opportunities and growth projections. These goals will also be approved by the Board of Directors.

• Individual performance goals will be established with your manager through the Performance Management Process.

At the end of the fiscal year, American Greetings determines the extent to which each goal has been met.

E X A M P L E

If base earnings are $70,000 and target award percentage is 10% of base earnings, total target award is $7,000.

Base Earnings ($70,000)

X

Target Award % (10%) = Target Award ($7,000)

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Emphasis of Each Plan Component

For all plan participants, the business unit component is 50% of your total target award. The weights for the corporate and individual components vary based on the potential the job role has to affect these results.

The more senior the role, the greater the impact these individuals’ decisions have on the achievement of corporate objectives. Therefore, senior job levels have a heavier weighting on the corporate component and less senior job levels have more weighting assigned to the individual component.

F I S C Y A L E A 2 R 0 1 W 0E I G H T I N G S

Business

Corporate Individual Job Level Unit

Chairman of the Board 30% 50% 20% CEO

President and COO

Corporate-level Senior Vice Presidents Other Section 16 Executive Officers

Corporate-level Vice Presidents 20% 50% 30% Executive Directors Key Managers 1 and 2

E X A M P L E

Ben

• Key Manager 1, Total Social Expressions Group (SEG)

• $70,000 base earnings

• $7,000 total target award (10% of base earnings)

$2,100 = Individual ($7,000 x 30%)

$1,400 = Corporate ($7,000 x 20%)

$3,500 = Business Unit ($7,000 x 50%)

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Measuring Performance

When American Greetings results for the fiscal year are final, the company assesses achievement of goals in each performance area. Performance in each area will determine your actual Plan award.

Corporate Performance

Business Unit Performance

Individual Performance

Total Award

Awards for the corporate and business unit components are based on the financial performance award scale. Individual awards are based on your performance rating.

Performance Actual Award

Above Goal MAXIMUM 200% of Target

Goal G O A L 100% of Target

Below Goal THRESHOLD X% of Target* Below Threshold 0% of Target (No Award Below Threshold)

* Varies by performance measure (see Appendix for details)

Financial Performance Award Scale

Your actual award is based on fiscal year-end performance results using the award scale shown at left for corporate and business unit financial measures. (See Measuring Performance table on page 6 for details.)

To earn an award, performance in each area must at least reach threshold. There is no award for below-threshold performance.

Achieving goal means American Greetings pays awards at target levels.

Performance above goal will result in an increased award up to a maximum level. The award range for American Greetings financial measures is 0%—200% of target award.

Performance Multiplier — How It’s Used in the Award Scale

Performance multipliers are another way to think about the award scale. There is a relationship between performance and your actual award. For example, there is a 4:1 multiplier for the Corporate

EPS measure. This means that for every 1% increase or decrease in the percentage of goal achieved, the Corporate EPS target award will be adjusted up or down by 4% to determine the actual award.

Performance multipliers vary (see the Appendix on page 14 for complete list).

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Corporate Component

The corporate component consists of two parts:

• Corporate Earnings per Share (EPS) • Corporate Total Revenue (Total Revenue)

Each of these parts is weighted based on American Greetings current focus and its intent to align that focus with your rewards. The Plan is designed to emphasize the importance of our leaders’ abilities to influence EPS, while paying attention to how they can affect Total Revenue. The weighting applied to the total target award for the corporate component is:

• 90% for EPS

• 10% for Total Revenue

The potential award under the corporate component ranges from 0% to 200% of target award. Performance has a direct impact on actual award. For every 1% increase or decrease in the percentage of goal achieved:

• EPS target award will be adjusted up or down by 4% to determine the actual award for this part of the corporate component.

• Total Revenue target award will be adjusted up or down by 5% to determine the actual award (Total Revenue goal is defined as a range between 97% and 103% of goal). You can earn up to 200% of the total target award for the corporate component based on EPS performance, Total Revenue performance or a combination of the two.

Performance Measures

METRIC WHY IT’S IMPORTANT

Corporate Earnings EPS shows how much profit was generated on a per share per Share (EPS) basis It communicates to the investment community the power . the company has

to make money The higher our EPS, the . greater value the company is able to provide its shareholders Corporate When investing in a company, an investor wants to see it grow Total Revenue or improve over time Management sets a Corporate Total .

(Total Revenue) Revenue goal each year to keep activities focused on growing the business year-over-year.

Earnings Before EBIT is also known as operating income It measures the . Interest and Taxes business unit’s earnings before the deduction of interest (EBIT) payments and taxes .

Refer to the section entitled Key Terms for definitions for these financial measures .

Total Revenue Goal Is a Range

The Total Revenue portion of the corporate component has a goal defined as a range. That’s because American Greetings believes we have met our Total Revenue objective if we perform between 97% and 103% of goal.

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Corporate Component

E X A M P L E

Ben, Key Manager 1

$7,000 total target award

• $1,400 corporate component

(20% of total target award)

• $1,260 Corporate EPS

(90% of total corporate component)

• $140 Corporate Total Revenue

(10% of total corporate component)

Corporate Performance Threshold

Each part of the corporate component has its own performance threshold:

• EPS: 90% of goal

• Total Revenue: 95% of goal The performance threshold must be met to earn an actual award for that measure.

C O R P O R A T E E P S

Award Scale Performance Actual Award Actual Award (4:1) as % of Goal as a % of Target in Dollars Maximum 127.5% 200% $2,800

120% 170% $2,380 110% 130% $1,820

Goal 100% 90% $1,260

95% 70% $980

Threshold 90% 50% $700

H O W I T ‘ S C A L C U L A T E D

The formula to calculate your actual award as a percent of target is:

(Actual Performance – Goal) x 4 + 90% = Actual Award as a % of Target Award

Performance Above Goal: (105%—100%) x 4 + 90% = 110% of Target Award Performance Below Goal: (95%—100%) x 4 + 90% = 70% of Target Award

C O R P O R A T E T O T A L R E V E N U E

Award Scale Performance Actual Award Actual Award (5:1) as % of Goal as a % of Target in Dollars Maximum 141% 200% $2,800

125% 120% $1,680 105% 20% $280

Goal 97% – 103% 10% $140

96% 5% $70

Threshold 95% 0% $0

H O W I T ‘ S C A L C U L A T E D

The formula to calculate your actual award as a percent of target is:

(Actual Performance – Goal) x 5 + 10% = Actual Award as a % of Target Award

Performance Above Goal: (105%—103%) x 5 + 10% = 20% of Target Award Performance Below Goal: (96%—97%) x 5 + 10% = 5% of Target Award

B E N ‘ S A C T U A L AWA R D F O R C O R P O R AT C O E M P O N E N T

• EPS Actual Performance: 95% of goal = actual award of 70% of target ($980)

• Total Revenue Actual Performance: 125% of goal = actual award of 120% of target ($1,680)

Total Award: $980 + $1,680 = $2,660

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Business Unit Component

The award for your primary business unit component will be based on performance in either:

• Business Unit Pro Forma EBIT

or

• Corporate EBIT

All associates are assigned to a primary business unit. Some will also be assigned to a sub-business unit, which may have different performance measures. Refer to your personalized Participant Letter for your assigned business unit and sub-business unit, if applicable, and performance multiplier. See the Appendix on page 14 for more details.

Business Unit Performance Threshold

• All primary and sub-business units have a performance threshold of 90% of goal.

E X A M P L E Ben, Key Manager 1

$7,000 total target award

• $3,500 business unit component (50% of total target award)

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T O T A L S E G

Award Scale Performance Actual Award Actual Award (4:1) as % of Goal as a % of Target in Dollars Maximum 125% 200% $7,000

120% 180% $6,300 115% 160% $5,600 110% 140% $4,900 105% 120% $4,200

Goal 100% 100% $3,500

98% 92% $3,220 95% 80% $2,800

Threshold 90% 60% $2,100

H O W I T ‘ S C A L C U L A T E D

The formula to calculate your actual award as a percent of target is:

(Actual Performance – Goal) x 4 + 100% = Actual Award as a % of Target Award

Performance Above Goal: (110%—100%) x 4 + 100% = 140% of Target Award Performance Below Goal: (98%—100%) x 4 + 100% = 92% of Target Award

BEN’S ACTUAL AWARD FOR BUSINESS UNIT COMPONENT Total SEG Actual Performance: 98% of goal = actual award of 92% of target ($3,220)

Award: $3,220

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Individual Component

Your award under the individual component is based on your performance rating under the performance management process. Based on your performance rating, you will receive 0% to 200% of your target award, as shown in the chart below.

Actual Award Performance Rating as a % of Target

Exceeds Expectations (Manager Discretion) 200% Exceeds Expectations 150% Meets Expectations 100% Improvement Expected/Performance Below Peer Level 0%

Participants who receive an “Improvement Expected/Performance Below Peer Level” rating will not receive an individual performance incentive and will only receive 50% of any incentive otherwise earned under the corporate and business unit components.

If Corporate EPS performance is below threshold, associates with a performance rating of “Exceeds Expectations” will receive an award for the individual performance component as shown in the chart above.

Individuals with a “Meets Expectations” or “Improvement Expected/Below Peer Level” performance rating will not receive any portion of the individual performance incentive if Corporate EPS performance is below threshold.

Senior Executive Officers

Refer to the fiscal year 2010 Addendum to the Individual Performance Component, included with your Award Letter, for a complete description of how individual performance under the Key Management Annual Incentive Plan applies to you.

E X A M P L E Ben, Key Manager 1

$7,000 total target award

• $2,100 individual component (30% of total target award)

• Individual Actual Performance: Exceeds Expectations

Individual Target Award $ 2,100 x Actual Award as a% of Target x 150%

Individual Performance

Actual Award $ 3,150

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Example Calculation

Here is an example of how your actual award is determined.

E X A M P L E

Ben, Key Manager 1 Total Social Expressions Group (SEG)

Base Earnings: $70,000 Total Target Award: $7,000

(10% of base earnings)

To illustrate how awards are calculated, examples of performance goals are provided in this brochure.

Performance is included in the examples to calculate example awards. These are examples only; performance goals will be different and may be higher or lower than the examples provided.

$1,400 = Corporate Target

($7,000 x 20%)

$2,100 = Individual Target

• $1,260 EPS

($7,000 x 30%) • $140 Total Revenue

Corporate Goal Individual Performance

• $1.25 Corporate EPS Individual Performance Rating • $1.7 Billion Corporate Total Revenue

$3,500 = Business Unit Target

($7,000 x 50%)

Business Unit Goal $140 Million Total SEG

A C T U A L P E R F O R M A N C E

The chart below outlines the performance goals and actual performance in the three categories — American Greetings corporate and business unit and Ben’s individual performance.

Performance Performance and Award Results Component and Measure Goal Actual Performance Performance Award as a as a % of Goal % of Target Corporate Component

Corporate EPS $1.25 per share $1.19 per share 95% 70% Corporate Total Revenue $1.7 Billion $2.1 Billion 125% * 120%

Business Unit Total Revenue

Total SEG Pro Forma EBIT $140 Million $137.2 Million 98% 92%

Individual Component

Individual Performance Rating Meets Expectations Exceeds Expectations N/A 150%

* Goal is a range from 97%—103% of target.

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Ben’s Total Award Example:

Here’s a look at Ben’s total award based on the performance shown on the previous page.

$10,000

C O R P O R AT C E O M P O N E N T

8,000 Target Award x Award as % of Target = Actual Award $2,660 Corporate EPS $1,400 $1,400 x 70% = $980

6,000

Corporate Total Revenue $1,400 x 120% = $1,680

$3,220

Total = $2,660

4,000 $3,500

B U S I N E U SN SI T C O M P O N E N T

Target Award x Award as % of Target = Actual Award

2,000 $3,500 x 92% = $3,220

$3,150

$2,100 I N D I V I D C UO AM LP O N E N T

Target Award x Award as % of Target = Actual Award

0 $2,100 x 150% = $3,150 Total Target Award $7,000 Total Actual Award $9,030

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Administrative Plan Details

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

New Hires

If you are hired during the Plan year — defined as the American Greetings fiscal year ending February 28, 2010 — and are eligible to participate in the Key Management Annual Incentive Plan, you will receive a prorated incentive award based on the period of time you participated in the Plan and your base earnings during that time.

Promotions and Transfers

If you are promoted or you move from one business unit to another during the Plan year, your individual target award, base earnings, business unit goal and corresponding performance multiplier may change. If any of these do change, your award 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.

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 fiscal year.

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 actual award will be prorated to the nearest full month based on the actual period you participated in the Plan during the year.

An associate will be deemed to suffer a permanent disability only in the following circumstances: (A) where an associate is absent from employment with American Greetings due to his or her inability to engage in any substantial gainful activity by reason of any medically

determinable physical or mental impairment, which either can be expected to result in death, or can be expected to last for a continuous period of not less than 12 months; or (B) where an associate is scheduled to receive income replacement benefits for a period of not less than 3 months under an accident and health plan covering American Greetings associate on account of a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months.

Incentive Award

Incentive awards earned in fiscal year 2010 will be paid to participants within two and one-half months following the end of fiscal 2010, typically within 60 days after the end of the fiscal year. Plan awards are subject to normal tax withholding at a standardized rate and will be deposited to a bank account of your choice.

It is the intent that incentive awards fall under the short-term deferral rules of Section 409A of the Internal Revenue Code to exempt the payment of such Key Management Annual Incentive Plan benefits from the requirements of Section 409A.

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 award earned is rounded to the nearest one-tenth of one percent. The actual incentive award is rounded to the nearest dollar.

Omnibus Incentive Plan

The Key Management Annual Incentive Plan is governed by the American Greetings Corporation 2007 Omnibus Incentive Compensation Plan, as such plan may be amended from time to time. In the event of a conflict between the Key

Management Annual Incentive Plan and the Omnibus Incentive Compensation Plan, the terms of the Omnibus Incentive Compensation Plan will govern.

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 award.

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Key Terms 13

The following provides definitions of some common terms used throughout this brochure. Capitalized terms used herein that are not defined will have the

meaning set forth in the Omnibus Incentive Compensation Plan.

• Base Earnings. Your base earnings are defined as your base salary earned during the fiscal year. Base earnings exclude health and welfare benefits, bonus, commission, and incentive payments, overtime and other direct or indirect compensation.

Base earnings for Plan participants outside of the U.S. may be defined differently and may vary by country.

• Business Unit EBIT. A business unit’s earnings before interest and taxes.

• 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.

• 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 taxes divided by the total number of planned shares outstanding

as calculated on a fully diluted basis.

• Corporate Earnings Before Interest and Taxes (Corporate 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.

• Corporate Total Revenue. Consolidated corporate net sales and other revenues, including but not limited to royalties, advertising, subscriptions and other revenue streams directly related to the conduct of our principal business.

• Eligibility. You are eligible to participate in the

Key Management Annual Incentive Plan if you are a Key Manager or Corporate-level Officer in one of the following primary business units and you do not participate in another Company-sponsored annual incentive plan.

Primary Participants Business Unit

Corporate Chairman, Chief Executive Officer, Consolidated President and Chief Operating Officer, Corporate-level Senior Vice Presidents and other Section 16 Executive Officers Total Social Associates who are part of:

Expressions • AGI In-Store Group (SEG) • Canada • Carlton Mexico

• Corporate Staff (Delta, Finance, HR, ISD, Legal)

• Creative

• DesignWare & Specialty SBU

• Field Sales

• Field Sales Operations (FSO) • Gift Packaging & Holiday SBU • Global Sourcing

• Greeting Cards

• Inbound Licensing

• Plants

• Recycled Paper Greetings (Corporate-level Officers) • All other North American Greeting Card Division units AG Intellectual AGIP Corporate Staff

Properties Group

AG Interactive AG Interactive associates AG Properties AG Properties associates UK

Greetings UK Greetings associates John Sands John Sands Group associates

Group

• Fiscal Year. March 1 through February 28 or 29 of the following calendar year.

• Net Capital Employed (NCE). Assets (minus cash and LIFO reserve) minus liabilities (not including interest-bearing debt, inter-company payables and income taxes).

• Total Social Expressions Group (SEG). Equals NAGCD pro forma EBIT

(includes Carlton Mexico pro forma EBIT, Retail Eliminations and Corporate Expense) + Carlton Cards Retail pro forma EBIT + AGI In-Store pro forma EBIT

+ RPG pro forma EBIT + Papyrus pro forma EBIT.

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Appendix 14

The following section provides additional details about the Plan, including details about the business units, their performance measures and performance multipliers used in the award scales.

Please note that some plan participants will have their business unit incentive determined based on performance in two areas. Details about the weightings and performance multipliers for these measures are shown at right and on your personalized Participant Letters, as appropriate.

1 Total SEG = NAGCD pro forma EBIT (includes Carlton Mexico pro forma EBIT, Retail Eliminations and Corporate Expense) + Carlton Cards Retail pro forma EBIT + AGI In-Store pro forma EBIT + RPG pro forma EBIT + Papyrus pro forma EBIT

2 For every 1% increase or decrease in the percentage of goal achieved, target award will be adjusted up or down by 1% times the multiplier to determine actual award

3 Performance measure details provided separately

Business Unit Components

Performance Performance Measure Weigh

t Multipliers2 Primary Sub Primary Su

b Business Unit/Participants Primary

Unit Sub Unit Unit Unit Unit Unit

Corporate Consolidated: Chairman, CEO, Corporate EBIT 100% 4 President and COO, Corporate-level Senior Vice Presidents and other Section 16 Executive Officers Canada, Carlton Mexico, Corporate Staff Total SEG1 100% 4 (Delta, Finance, HR, ISD, Legal), Creative, DesignWare

& Specialty SBU, Field Sales, FSO, Gift Packaging & Holiday SBU, Global Sourcing, Greeting Cards, Plants, all other North American Greeting Card Division units

Inbound Licensing Total SEG1 AG Interactive 50% 50% 4 2 pro forma EBIT

AGI In-Store Total SEG1 AGI In-Store 50% 50% 4 2 pro forma EBIT

Recycled Paper Greetings (RPG) 3 Total SEG1 RPG Profit 40% 60% 4 TBD Contribution

AG Intellectual Properties Group – AG Interactive pro 100% 2

Corporate Staff forma EBIT + AG Properties pro forma EBIT

AG Interactive AG Interactive pro 100% 2 forma EBIT

AG Properties AG Properties pro 100% 2 forma EBIT

UK Greetings UK Greetings 100% 4 pro forma EBIT

John Sands Group John Sands Group 100% 2 pro forma EBIT

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Nothing in this brochure or in any Participant Letter or addendum should be construed to create or imply any contract of employment between an associate and American Greetings and its subsidiaries or to create any binding contractual right to payment of any specific amount under the American Greetings Key Management Annual Incentive Plan. The provisions of this brochure describe the general guidelines used by American Greetings in determining the benefits payable to Plan participants; however, in every case, American Greetings reserves the right to reduce or eliminate the amount that would otherwise be payable to a participant or participants under such guidelines where it determines, in its discretion, that such a reduction is necessary or appropriate, in light of the participant’s performance or other relevant business circumstances.

American Greetings reserves the right to terminate or make changes to the Program, including retroactively, at any time without prior notice to any of the Program’s participants (provided that no amendment to the Program adopted more than 90 days after the beginning of the applicable fiscal year may have the effect of increasing the amount that is or could be payable under the guidelines set forth herein for such fiscal year to any participant who is a “covered employee” of American Greetings as defined in section 162(m)(3) of the Internal Revenue Code). In the case of our executive officers, the Board of Directors (or committee thereof), and in the case of all other participants, the Board of Directors (or committee thereof), the Chief Executive Officer and the Chairman are the only persons who have the authority to alter or amend this Program. Any such alteration or amendment must be done in writing. No participant should rely on an alteration or amendment to this Program unless it is made in writing and signed by the Chief Executive Officer or the Chairman.

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AMERICAN GREETINGS

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SENIOR EXECUTIVE OFFICER

ADDENDUM TO INDIVIDUAL PERFORMANCE COMPONENT OF

FY2010 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN

INDIVIDUAL PERFORMANCE

Notwithstanding the description of the Individual Performance component included in the booklet (the “Plan Booklet”) outlining the Fiscal 2010 Key Management Annual Incentive Plan, the Individual Performance component of American Greetings Key Management Annual Incentive Plan for all Senior Executive Officers of American Greetings, consisting of the Corporation’s Chairman, Chief Executive Officer, President and Chief Operating Officer, Senior Vice Presidents and other Section 16 officers (collectively the “Senior Executive Officers”) is modified by this Addendum as follows: A range has been added to the target percentage of participants who receive an “Exceeds Expectations” performance rating. The range is 20% to 30% of the total number of Senior Executive Officers. Managers will now have even more discretion to adjust the percentage of the individual incentive based on an individual’s performance. Senior Executive Officers who receive an “Exceeds Expectations” performance rating will earn between 100% and 150% of their target incentive under the Individual Performance component.

Those who receive a “Meets

Expectations” performance rating will earn between 50% and 100% of their target incentive under the Individual Performance component.

As with all participants of the Key Management Annual Incentive Plan, at the

end of the fiscal year, managers assess each Senior Executive Officer’s performance compared to other participants. Managers determine the degree to which the participants have achieved the goals and job expectations defined at the beginning of the year.

Managers rank participants based on their relative performance and determine actual performance ratings based on these rankings and the targeted percentage of participants for each rating.

For Senior Executive Officers, the targeted percentage of participants for the “Exceeds Expectations” performance rating is 20% to 30%; the targeted percentage for the “Meets Expectations” performance rating is 60%; and the targeted percentage for the “Improvement Expected / Performance Below Peer Level” is 10%. (See chart on the following page.) Senior Executive Officers who receive an “Exceeds Expectations” performance rating will receive between 100% and 150% of their target individual incentive, as determined by his or her manager. In certain circumstances, this payout can be increased up to a maximum of 200% of target1.

Senior Executive Officers who receive a “Meets Expectations” rating will receive between 50% and 100% of their target individual incentive, as determined by his or her manager.

As with other participants, Senior Executive Officers who receive an

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1        Managers can, at their discretion, increase the Individual Payout percentage up to a maximum of 200% of target, for Senior Executive Officers 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 contribution of other Senior Executive Officers rated as “Exceeds Expectations.” The number of persons eligible to receive an Individual Payout Percentage between 150% and 200% may not exceed 10% of the total number of Senior Executive Officers rated as “Exceeds Expectations.”

 

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FY2010 KEY MANAGEMENT ANNUAL INCENTIVE PLAN SENIOR EXECUTIVE OFFICER ADDENDUM

“Improvement Expected / Performance Below Peer Level” rating will not receive an individual performance incentive and will only receive 50% of any incentive otherwise earned.

As with other participants, if corporate earnings performance is below the performance threshold, only those Senior Executive Officers with a performance rating of “Exceeds Expectations” may receive awards for the individual performance measure.

Participants, including Senior Executive Officers, who receive an “Exceeds Expectations” performance rating, will receive 50% of the target incentive payable for the individual performance component.

Senior Executives who receive a “Meets Expectations” or “Improvement Expected

/ Below Peer Level” performance rating will not receive any portion of the individual performance incentive.

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

Except as set forth in this Addendum, the description of the Key Management Annual Incentive Plan included in the Plan Booklet remains unchanged. In the event of a conflict between the terms described in the Plan Booklet and this Addendum, the terms set forth in this Addendum will govern.

Target Percentage Will Percentage Performance Rating of Participants Receive of Incentive

Exceeds Expectations1 20% - 30% 100% - 150%

Meets Expectations 60% 50% - 100%

Improvement Expected / 10% 0% Performance Below Peer Level

1 Managers can, at their discretion, increase the Individual Payout percentage up to a maximum of 200% of target, for Senior Executive Officers 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 contribution of other Senior Executive Officers rated as “Exceeds Expectations.” The number of persons eligible to receive an Individual Payout Percentage between 150% and 200% may not exceed 10% of the total number of Senior Executive Officers rated as “Exceeds Expectations.”

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