Employment Agreement

Severance Benefits Plan

Amendment to Severance Benefits Plan

 
EXHIBIT 10(I)(a)(xxiv)
 
                              EMPLOYMENT AGREEMENT
 
      THIS EMPLOYMENT AGREEMENT made at Cleveland, Ohio, this 1st day of May,
1997, by and between AMERICAN GREETINGS CORPORATION, an Ohio corporation (herein
called the "Corporation") and Zev Weiss (herein called "Employee").
 
      In consideration of the covenants hereinafter set forth, the parties
hereto mutually agree as follows:
 
            1.    Subject to the provisions hereof, the Corporation shall employ
      Employee as an officer of the Corporation, either elected by the Board of
      Directors or appointed by the Executive Committee, or as an officer of a
      subsidiary company with such duties and responsibilities as may be
      assigned from time to time by the Board of Directors or the Executive
      Committee of the Board of Directors of the Corporation and Employee shall
      devote his full business time and attention and give his best efforts to
      the business affairs of the Corporation and/or of such of its subsidiaries
      as the Board of Directors or the Executive Committee of the Board of
      Directors of the Corporation may from time to time determine. Employee
      recognizes that in serving as an officer of the Corporation or as an
      officer of a subsidiary he serves in such capacity solely at the pleasure
      of the Board of Directors or the Executive Committee of the Board of
      Directors of the Corporation and that his employment in such capacity or
      in any other capacity may be terminated at any time by the Board of
      Directors or the Executive Committee of the Corporation.
 
            2.    The Corporation or a subsidiary shall, during the term of this
      Employment Agreement, pay to Employee as minimum compensation for his
      services a base salary at a rate to be fixed by the Board of Directors or
      the Executive Committee or the Chairman of the Executive Committee, which
      rate shall not be less than $70,716.00 per year, plus such additional
      compensation as the Board of Directors or the Chairman of the Executive
      Committee or the Executive Committee of the Board of Directors of the
      Corporation may from time to time determine.
 
            3.    Employee covenants and agrees that in consideration of his
      employment as an officer of the Corporation or as an officer of a
      subsidiary he shall not for a period of twelve months after leaving the
      employ of the Corporation or a subsidiary, regardless of the reason for
      such leaving, enter into the employment, directly or indirectly or in a
      consulting or free lance capacity, of any person, firm or corporation in
      the United States or Canada, which at such date of leaving the employ of
      the Corporation or a subsidiary shall be manufacturing or selling products
      that are substantially similar in nature to the products being then
      manufactured or sold by the Corporation or the subsidiary.
 
            4.    In the event that the employment of Employee under this
      Employment Agreement is terminated by the Corporation or subsidiary, the
      Corporation covenants and agrees that it shall pay or cause to be paid to
      Employee a continuing salary at a rate which shall be the highest base
      salary rate paid Employee during the preceding six-month period for a
      period of time
 
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<PAGE>
 
      equivalent to one-half month for each year of employment by the
      Corporation or a subsidiary of the Employee, but in no event to be less
      than a period of three months nor greater than a period of twelve months.
      The provisions of this paragraph shall not be applicable if the Employee
      is terminated because of a gross violation of his obligations to the
      Corporation.
 
            5.    In the event that Employee shall cease to be employed as an
      officer of the Corporation or a subsidiary but shall continue in the
      employ of the Corporation or a subsidiary, then this Employment Agreement
      shall terminate twelve months after the date that Employee ceases to be
      employed as an officer of the Corporation or a subsidiary.
 
            6.    I agree that during the period of my employment and
      thereafter, I will keep confidential and will not disclose any
      information, records, documents or trade secrets of the Corporation
      acquired by me during my employment, and except as required by my
      employment, will not remove from the Corporation's premises any record or
      other document relating to the business of the Corporation; or make copies
      thereof; it being recognized by me that such information is the property
      of the Corporation.
 
            7.    This Agreement shall be applied and interpreted under the laws
      of the State of Ohio.
 
                                               AMERICAN GREETINGS CORPORATION
 
                                               By /s/ Morry Weiss
                                               -------------------------------
                                               President
 
                                               /s/ Zev Weiss
                                               -------------------------------
                                               Employee

 

EX-10.(XIV) 7 dex10xiv.htm AMERICAN GREETINGS SEVERANCE BENEFITS PLAN (OFFICERS)

Exhibit 10(xiv)

 

SEVERANCE BENEFITS PLAN (OFFICERS) - SUMMARY PLAN DESCRIPTION

PURPOSE

The purpose of the American Greetings Severance Benefits Plan (Officers) (the “Plan”) is to provide severance benefits to officers of American Greetings Corporation (“American Greetings Corporation” or “Company”) employed in the United States, who lose their positions with the Company involuntarily.

ELIGIBILITY

 

 

  (a)

You may be eligible for benefits under this Plan if you are employed as an officer of the Company in the United States on a regular full-time or regular part-time basis and your employment is involuntarily terminated due to (i) a change in operations; (ii) a facility relocation or closing; (iii) a reduction in force for economic or other reasons; or (iv) any other reason elected by the Company in its sole discretion, except for gross violation of obligations to the Company.

 

 

  (b)

You will not be eligible for benefits under this Plan if you are terminated for any reason, including, but not limited to those stated in paragraph (a) above, and prior to your termination, or within a reasonable time after your termination, the Company or any entity which continues to operate that part of American Greetings business in which you were employed offers you any comparable position. (Comparable position shall be determined at the sole discretion of the Plan Administrator on a non-discriminatory basis.)

 

 

  (c)

You will not be eligible for benefits under this Plan if you resign (including but not limited to resignation prior to the date of involuntary termination for any of the reasons stated in paragraph (a) above), abandon your job, fail to return from an approved leave of absence, initiate your termination on any similar basis, or are terminated for gross violation of obligations to the Company, as determined by the Plan Administrator in its sole’s discretion.

SCHEDULE OF BENEFITS

The amount of severance benefits you receive will be governed by whether you choose to participate in the Company’s standard or enhanced severance benefit program.

The benefits you receive under this plan will be based on your base salary, exclusive of bonus and/or commission, at the time you are notified of your termination. Any performance/merit reviews that are pending or in process will not affect the amount of your severance benefits. A month’s pay is determined by an employee’s annual base

 

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salary (exclusive of bonus, commissions, or other incentive) as specified in that person’s PL-1 divided by 12.

 

SEVERANCE PAY

 

1.   Standard Severance Benefits – An officer will receive one-half month’s pay.

2.   Enhanced Severance Benefits – An officer who signs a waiver and release agreement at the time of termination in a form prepared by the Company will receive:

One (1) month’s base salary (exclusive of bonus, commission or other incentive) for each year of continuous service completed with the Company, up to a maximum total benefit (standard plus enhanced) not to exceed:

Sr. Vice President

 

24 months                                    

Vice President and Executive Directors

 

18 months                                    

The minimum total benefit (standard plus enhanced) provided will be:

Sr. Vice President

 

12 months                                    

Vice President and Executive Director

 

6 months                                    

HEALTH CARE COVERAGE

 

Continued health care coverage concurrently with COBRA in the plan in which you are currently enrolled, at the employee payroll deduction rate through the end of the severance period. Thereafter, you are eligible for the remainder of the COBRA period at the full COBRA cost. The monthly premium for health care will be deducted directly from your severance payment.

OUTPLACEMENT SERVICES

 

An officer who signs a waiver and release agreement at the time of termination in a form prepared by the Company will receive outplacement services to assist him/her in seeking employment. The Company will select the service provider and will make direct payments to the service provider. Services provided will be a six (6) month program.

 

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METHOD OF PAYMENT

You will receive your severance pay via a monthly direct deposit into the account(s) you currently have designated for payroll deposits. The Company reserves the right to pay any portion of the severance pay in a lump sum, at Company’s discretion.

SOURCE OF BENEFITS

The Company shall pay your benefits under the Plan from its general assets.

REVIEW OF DENIAL OF BENEFITS

In the event that you do not receive benefits to which you think you are entitled; you may file a claim for those benefits. In the event that your claim is denied, in whole or in part, you will be notified in writing. The notice will tell you why your claim was denied, and either request any additional information necessary to grant your claim or tell you what to do to appeal the denial. To appeal, you must file a form prescribed by the Company, setting forth the facts and benefits claimed. The Plan Administrator will rule on your claim within sixty days of receipt of your appeal. A copy of the ruling and a statement supporting the decision will be given to you.

PLAN ADMINISTRATION

The following information about the Severance Benefits Plan and how it is administered may be useful to you:

PLAN NAME

The official name of the plan is the American Greetings Corporation Severance Benefits Plan (Officers) (the “Plan”).

PLAN NUMBER

The plan number American Greetings has assigned to this severance benefits plan is #        .

PLAN YEAR

The Plan is administered on a fiscal year basis: March 1 through February 28.

TYPE OF PLAN

The Plan is a severance benefits plan.

 

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PLAN SPONSOR AND PLAN ADMINISTRATOR

American Greetings Corporation is the Plan Sponsor and Plan Administrator. The address and telephone numbers are:

American Greetings Corporation

One American Road

Cleveland, OH 44144

 

 

1-216/252-7300

 

 

 

1-800/321-3040

EMPLOYER IDENTIFICATION NUMBER

The employer identification number (EIN) assigned by the Internal Revenue Service to American Greetings Corporation is #34-0065325.

AGENT FOR SERVICE OF LEGAL PROCESS

If you decide to take action against the Plan for any reason, the agent for legal process on the plan is the following:

Sr. Vice President, Human Resources

American Greetings Corporation

One American Road

Cleveland, OH 44144

Legal process may also be served on the Plan Administrator.

AMENDMENT OR TERMINATION OF THE PLAN

The Company reserves the right to amend the Plan as consistent with and necessary for meeting its strategic goals and objectives. The Company further reserves the right to terminate the plan at any time and for any reason without the consent of any employee.

INTERPRETATION OF THE PLAN

The Plan Administrator has full discretion and authority to make the final decision regarding all areas of interpretation and administration, including eligibility for benefits, level of benefits provided, interpretation of Plan language (including this summary plan description), and administrative procedures. The decision of the Plan Administrator is final and binding on all individuals dealing with or claiming benefits under the Plan. If challenged in court, the Plan intends for the Plan Administrator’s decision to be upheld unless found by a court of competent authority to be arbitrary or capricious.

 

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EFFECTIVE DATE

The benefits summarized in this summary plan description are effective as of February 1, 2003. This summary plan description supercedes and replaces any previously distributed materials regarding the severance benefit plan.

YOUR ERISA RIGHTS

As a participant in the American Greetings Corporation Severance Benefits Plan (Officers), you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974, as amended (ERISA).

The Plan is designed to meet the legal requirements established by ERISA, as amended. It will be amended to conform to any changes in the law or government regulations.

Your rights under ERISA include the right to receive certain information and the right to file a lawsuit if you believe your rights have been violated. The following is a description of your ERISA rights.

RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS

You can visit the Plan Administrator’s office and examine without charge all documents governing the Plan.

You can obtain, upon written request to the Plan Administrator, copies of documents governing the operation of the Plan, including updated summary plan descriptions. The Plan Administrator may make a reasonable charge for the copies.

PRUDENT ACTIONS BY PLAN FIDUCIARIES

In addition to creating rights for plan participants, ERISA imposes duties on the people who are responsible for the operation of the employee benefit plans. The people who operate your plan, called “fiduciaries” of the plan, have a duty to do so prudently and in the interest of you and other plan participants and beneficiaries. No one, including your employer or any other group or person, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a welfare benefit or exercising your rights under ERISA.

ENFORCE YOUR RIGHTS

If your claim for a severance benefit is denied or ignored in whole or in part, you have a right to know why this was done, to obtain without charge, copies of documents relating to the decision, and to appeal any denial, all within certain time schedules.

 

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Under ERISA, there are steps you can take to enforce the above rights. For instance:

 

 

If you request a copy of plan documents or the latest annual report from the plan and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not sent for reasons beyond the Plan Administrator’s control.

 

 

 

If you have a claim for benefits that is denied or ignored in whole or in part, you may file suit in a state or federal court.

 

 

 

If it should happen that plan fiduciaries misuse the plan’s money or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor or you may file suit in a federal court. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, if for example, it finds your claim is frivolous.

ASSISTANCE WITH YOUR QUESTIONS

If you have any questions about the plan, you should contact the Plan Administrator. If you have questions about this statement or your ERISA rights or if you need assistance in obtaining documents from the Plan Administrator, you should contact:

 

 

 The nearest office of the Pension and Welfare Benefits Administration,

      U.S. Department of Labor (listed in your telephone directory), or

 

 

 Division of Technical Assistance and Inquiries, Pension and Welfare

      Benefits Administration, U.S. Department of Labor, 200 Constitution

      Avenue, N.W., Washington, D.C. 20210.

You also can obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Pension and Welfare Benefits Administration at 1-800/998-7542.

 

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EX-10.(XV) 8 dex10xv.htm AMENDMENT TO AMERICAN GREETINGS SEVERANCE BENEFITS PLAN (OFFICERS)

Exhibit 10(xv)

AMENDMENT TO AMERICAN GREETINGS

SEVERANCE BENEFITS PLAN (OFFICERS)

Amendment to comply with Code Section 409A

THIS AMENDMENT (the “Amendment”) to the American Greetings Severance Benefits Plan (Officers) (the “Plan”) is effective as of January 1, 2009.

WHEREAS, the Company sponsors the Plan for the benefit of certain executives;

WHEREAS, the Company desires to amend the Plan to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations and rulings promulgated thereunder; and

WHEREAS, the Corporation previously delegated the authority to adopt amendments to any benefit plan or agreement of the Corporation to incorporate such changes as may be necessary to comply with law, including, without limitation, Code Section 409A, to certain specified officers, including the Senior Vice President of Human Resources; provided, that no such amendment shall result in a material increase in the liability or payment obligations of the Corporation without prior approval of the Compensation and Management Development Committee of the Board of Directors of the Corporation.

NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2009, as follows:

1.        The Section titled “Method of Payment” is amended in its entirety to read as follows:

“You will receive your severance pay via a monthly direct deposit into the account(s) you currently have designated for payroll deposits.”

2.        A new Section shall be added to the Plan as follows:

COMPLIANCE WITH CODE SECTION 409A. Notwithstanding the other provisions of the Plan to the contrary, all provisions of the Plan shall be construed and interpreted to comply with Code Section 409A and the regulations and rulings promulgated thereunder and, if necessary, any provision shall be held null and void to the extent such provision (or part thereof) fails to comply with Section 409A or regulations thereunder.

 (a)        Definitions. The terms used in the Plan shall have the following meaning:

     (i)         “Separation from Service” shall have the meaning set forth in Treasury Regulations Section 1.409A-1(h).

     (ii)         “Specified Employee” shall have the meaning set forth in Treasury Regulations Section 1.409A-1(i).


  (b)         Delay of Payment for Specified Employees. Notwithstanding any provision of the Plan to the contrary, in the event you are a Specified Employee as of the date of your Separation from Service, any amounts that are subject to Code Section 409A that become payable upon your Separation from Service shall be held for delayed payment and shall be distributed on or immediately after the date which is six months after the date of your Separation from Service. The first payment made to the Specified Employee following the six-month delay shall be equal to the first six monthly installment payments that would have commenced immediately following the Specified Employee’s Separation from Service if the Specified Employee had not been subject to the required six-month delay. The delayed payments shall not be adjusted for interest.

  (c)        Separation from Service. Payments under the Plan that provide for payment upon your termination of employment (or similarly used term) shall be amended to provide that no such payment shall be permitted unless such termination qualifies as a Separation from Service.

  For purposes of the limitations on nonqualified deferred compensation under Section 409A, each payment of compensation under the Plan shall be treated as a separate payment of compensation for purposes of applying the Code Section 409A deferral election rules and the exclusion from Code Section 409A for certain short-term deferral amounts. Any amounts payable under the Plan solely on account of an involuntary separation from service within the meaning of Code Section 409A shall be excludible from the requirements of Code Section 409A, either as involuntary separation pay or as short-term deferral amounts (e.g., amounts payable under the schedule prior to March 15 of the calendar year following the calendar year of involuntary separation) to the maximum extent possible.

  (d)        In-Kind Benefits. Any reimbursements or in-kind benefits shall be made or provided in accordance with the requirements of Code Section 409A, including, where applicable, the requirement that: (i) any reimbursement is for expenses incurred during the period of time specified in accordance with the Agreement, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year may not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of an eligible expense will be made no later than the last day of the calendar year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

  (e)        Amendment of Inconsistent Provisions. To the extent that any provision of the Plan is inconsistent with the requirements of Code Section 409A and the regulations and rulings promulgated thereunder, the Plan is hereby amended to delete such inconsistent provisions.”

3.          Except as otherwise provided herein, the Plan shall be unaffected by this Amendment.

 

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IN WITNESS WHEREOF, the Corporation has adopted this Amendment on the date set forth below.

 

AMERICAN GREETINGS CORPORATION

By          /s/Brian McGrath                            

Brian McGrath, Senior Vice President of

Human Resources

Date:    12-18-09                                             

 

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