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EXHIBIT 10
AMERICAN GREETINGS CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
(As Amended and Restated Effective March 1, 2004)
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TABLE OF CONTENTS
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ARTICLE I
INTRODUCTION......................................................
1
ARTICLE II
DEFINITIONS.......................................................
2
ARTICLE III PLAN
PARTICIPATION................................................ 7
ARTICLE IV CALCULATION, FORM OF A PARTICIPANT'S ACCRUED
BENEFIT.............. 9
ARTICLE V FORMS OF RETIREMENT; ELIGIBILITY
CONDITIONS....................... 10
ARTICLE VI DISTRIBUTION OF BENEFITS;
LIMITATIONS............................. 13
ARTICLE VII DEATH
BENEFIT..................................................... 19
ARTICLE VIII ADMINISTRATION; PLAN
MODIFICATION................................. 21
ARTICLE IX GENERAL
PROVISIONS................................................ 25
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ARTICLE I
INTRODUCTION
1.1 NAME OF PLAN. This Plan shall be known as the American
Greetings
Corporation Supplemental Executive Retirement Plan (as amended
and
restated effective March 1, 2004). It constitutes a full and
complete
amendment and restatement of, and continuation of, the
American
Greetings Corporation Supplemental Executive Retirement Plan,
effective
as of March 1, 1986.
1.2 PURPOSE. The purpose of the Plan is to provide any Executive
designated
to participate in the Plan with a retirement benefit that
supplements
those benefits provided under any other pension, retirement
or
profit-sharing plan maintained by American Greetings Corporation
(the
"Company"). The Plan is being maintained primarily for the
purpose of
providing deferred compensation for a select group of management
or
highly compensated Company employees on an unfunded basis,
within the
meaning of section 201(2) of the Employee Retirement Income
Security
Act, as amended ("ERISA").
1.3 RIGHTS OF FORMER EMPLOYEES. The terms of the Plan, as in
effect
immediately prior to this amendment and restatement, shall
control and
be used exclusively to determine the rights and duties of any
Executive
or former Executive who separated from employment by the Company
and
all Company subsidiaries and affiliates prior to the March 1,
2004
effective date of this amendment and restatement.
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ARTICLE II
DEFINITIONS
The following words and phrases, where used in the Plan, shall
have the
following meanings, unless a different meaning is plainly
required by the
context.
2.1 ACCRUED BENEFIT shall have the meaning set forth in Article
IV hereof.
2.2 AFFILIATE means any limited liability company, general
partnership,
limited partnership, business trust, or other non-corporate
organization with respect to which American Greetings
Corporation
directly or indirectly owns at least fifty percent (50%) of
either the
capital or profits interest therein, and directly or indirectly
has the
power and authority to select and appoint, and where applicable
remove,
such organization's managers, general partner(s) and/or trustees
(as
applicable).
2.3 ASSUMED BONUS PERCENTAGE shall mean, for any Fiscal Year,
the assumed
bonus award percentage to which an Executive is entitled under
the
corporate component of the Company's key management incentive
plan,
earned while a Participant, based on his job classification
and
assuming a one hundred percent (100%) of target bonus award is
payable
for said Fiscal Year. For this purpose, the schedule set forth
by the
Company's Board for the various levels of job classifications
covered
by the Company's key management incentive plan shall be used
to
calculate such awards.
2.4 BENEFICIARY shall mean any person or persons designated by
the
Executive to receive payments hereunder in the event of such
Executive's death. If an Executive fails to designate one or
more
persons as his Beneficiary, or no such "beneficiary" designation
is
held to be lawful and in effect, any Plan benefit becoming due
and
payable to a Participant's Beneficiary hereunder shall be paid
over to
such Participant's estate.
2.5 BOARD shall mean the board of directors of the Company;
provided, that
if the Board by resolution designates a person or a committee to
act
specifically on matters relevant to this Plan, such person or
committee
shall act (and, have the power and authority to act) as the
Board with
respect to such matters.
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2.6 CHANGE IN CONTROL shall mean an event, shall mean the
occurrence of any
of the following events, individually or in combination:
(a) American Greetings Corporation, an Ohio corporation
("AGCorp")
is merged or consolidated or reorganized into or with
another
corporation or other legal person, and as a result of such
merger, consolidation or reorganization less than a majority
of the combined voting power of the then-outstanding
securities of such corporation or person immediately after
such transition is held in the aggregate by the holders of
AGCorp's common shares immediately prior to such
transaction;
(b) AGCorp sells or otherwise transfers all or substantially
all
of its assets to any other corporation or other legal
person,
and less than a majority of the combined voting power of the
then-outstanding securities of such corporation or person
immediately after such sale or transfer is held in the
aggregate by the holders of AGCorp's common shares
immediately
prior to such sale or transfer;
(c) There is a report filed on Schedule 13D or Schedule 14D-1
(or
any successor schedule, form or report), each as promulgated
pursuant to the Securities Exchange Act of 1934 (the
"Exchange
Act"), disclosing that any person (as the term "person" is
used in Section 13(d)(3) or Section 14(d)(2) of the Exchange
Act) has become the beneficial owner (as the term
"beneficial
owner" is defined under Rule 13d-3 or any successor rule or
regulation promulgated under the Exchange Act) of securities
representing 20% or more of the voting power of AGCorp's
common shares;
(d) AGCorp files a report or proxy statement with the
Securities
and Exchange Commission pursuant to the Exchange Act
disclosing in response to Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) that a
change in control of AGCorp has or may have occurred or will
or may occur in the future pursuant to any then-existing
contract or transaction; or
(e) If during any period of two consecutive years, individuals
who
at the beginning of any such period constitute the directors
of AGCorp cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for
election by AGCorp's shareholders, of each director of
AGCorp
first elected during such period was approved by a vote of
at
least two-thirds of the directors
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of AGCorp then still in office who were directors of AGCorp
at
the beginning of any such period.
Notwithstanding the foregoing provisions of Section 12c and (d)
above,
a "Change in Control" shall not be deemed to have occurred for
purposes
of this Plan (i) solely because (A) AGCorp; (B) a Subsidiary;
(C) any
AGCorp-sponsored employee stock ownership plan or other
employee
benefit plan of AGCorp; or (D) any family member of Jacob
Sapirstein
(including lineal descendants, spouses of such descendants, the
lineal
descendants of any such spouses, the spouse of any such spouses'
lineal
descendants and trusts (including voting trusts) either files
or
becomes obligated to file a report or proxy statement under or
in
responses to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule
14A (or
any successor schedule, form or report or item therein) under
the
Exchange Act, disclosing beneficial ownership by it of shares,
whether
in excess of 20% of the voting power of AGCorp's common shares
or
otherwise, or because AGCorp reports that a Change in Control of
AGCorp
has or may have occurred or will or may occur in the future by
reason
of such beneficial ownership or (ii) solely because of a Change
in
Control of any Subsidiary.
2.7 COMMITTEE shall mean the Compensation & Management
Development
Committee of the Board.
2.8 COMPANY shall mean AGCorp, together with any successor
thereto that
specifically assumes sponsorship of the Plan by written action
taken by
its board of directors (or comparable governing body). Such term
also
shall include any Subsidiary, or Affiliate (both, as herein
defined)
that adopts the Plan in a written instrument that (a) is signed
by such
Subsidiary or Affiliate (as applicable) and by AGCorp, (b)
delegates to
AGCorp all right, power and authority to act as the "Company"
with
respect to the Plan as the agent and attorney-in-fact for
such
Subsidiary or Affiliate (as applicable), and (c) obligates
such
Subsidiary or Affiliate (as applicable) to reimburse AGCorp for
the
direct and indirect cost of providing benefits to those
employees of
such Subsidiary or Affiliate who participate herein.
2.9 COMPENSATION shall mean, for any calendar year preceding the
calendar
year in which an Executive who is a Participant attains
Normal
Retirement Date (or Late Retirement Date,
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where applicable), the annual base pay received by such
Participant
from the Company while a Participant. In the event an Executive
who is
also a Participant becomes disabled and is eligible for and
receiving
benefits under the Long Term Disability Plan, such
Participant's
participation in the Plan shall be deemed to continue and, for
Plan
purposes, the "Compensation" attributable to such Participant
shall be
deemed to continue until the close of the calendar year
coincident with
or next preceding the date such Participant no longer receives
such
disability income benefits.
2.10 EFFECTIVE DATE shall mean March 1, 2004. The effective date
of the
Plan, in effect prior to this amendment and restatement, was
March 1,
1986.
2.11 EXECUTIVE shall mean an employee of the Company, or of a
Subsidiary, or
of an Affiliate, who is either a named executive officer, a
senior vice
president, or a vice president, of such Company; provided, that
such
term shall specifically exclude any individual who is (or,
is
classified as) a non-resident alien of the United States during
any
period(s) such individual performs services outside of the
United
States.
2.12 FINAL AVERAGE COMPENSATION shall mean an amount, expressed
in dollars
and cents, determined by the sum of (a) and (b), where: (a) is
the
average of a Participant's two (2) calendar years of
Compensation that
provide the highest average, and (b) is the product derived
from
multiplying (i) that amount determined in part (a) hereof, by
(ii) that
average of such Participant's two (2) Fiscal Year Assumed
Bonus
Percentages which provide the highest average; provided, that
for this
purpose, if a Participant has only one Assumed Bonus Percentage,
such
Percentage will be considered to be the average.
2.13 FISCAL YEAR shall mean that period which begins on March 1
of each year
and ends on the last day of February of the ensuing year.
2.14 LONG TERM DISABILITY PLAN shall mean the American Greetings
Corporation
Long Term Disability Plan, an employee welfare benefit plan
sponsored
and maintained by the Company to provide long-term disability
income
benefits to plan-covered employees.
2.15 PARTICIPANT shall mean any Executive who is, or becomes,
eligible to
participate in the Plan in accordance with the provisions of
Sections
3.1 or 3.2 hereof; provided, that such
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Executive shall continue as a Participant hereunder only so long
as
such Executive remains eligible to participate in the Plan and
has not
had such participation terminated or suspended in accordance
with
Section 3.3 hereof. An Executive, or other individual, who was
a
Participant shall remain a Participant so long as such Executive
or
individual has a vested interest in the Plan, without regard to
whether
such Executive or individual is then employed by the Company, or
a
Subsidiary, or an Affiliate.
2.16 PLAN shall mean the American Greetings Corporation
Supplemental
Executive Retirement Plan, as amended and restated effective
March 1,
2004, as set forth in this instrument and as further amended
from time
to time.
2.17 PLAN ADMINISTRATOR shall mean that person identified in
Section 8.1
hereof.
2.18 PLAN BENEFIT shall mean the monthly benefit amount a
Participant is
eligible to receive pursuant to Article IV, calculated in
accordance
with Article V, and payable in the form of a monthly annuity for
life
(with 180 months, guaranteed) in accordance with (and limited
by)
Article VI and the remaining provisions of the Plan.
2.19 SERVICE shall mean that period of time an Executive is in
the employ of
the Company, commencing with such Executive's date of hire and
ending
with the date such Executive separates from Company employment,
as
further determined in accordance with the following rules:
(a) Service shall specifically exclude any period(s) when an
Executive is employed by a Subsidiary or an Affiliate,
unless
such Subsidiary or Affiliate participates in the Plan as
part
of the "Company" in accordance with Section 2.8 hereof, or
the
Committee by written action specifically recognizes such
period(s) of service as Service for Plan purposes.
(b) Service shall specifically include any period(s) when an
Executive is on a medical, military, family or personal
leave
of absence that either has been approved by the Company or
is
required by law to be recognized as employment service for
seniority and benefit plan purposes.
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(c) Service shall specifically include any period(s) of time
an
Executive (who is also a Plan Participant) is disabled and
receiving benefits under the Long Term Disability Plan, even
though no longer classified as a Company employee.
(d) Periods of employment by a predecessor-in-interest to
the
Company or by a predecessor-in-interest to a Subsidiary or
an
Affiliate, and any periods of employment by a Subsidiary or
an
Affiliate during which such Subsidiary or Affiliate has not
adopted the Plan, shall be recognized as Service only where
(and, to the extent) recognized by the Board by written
action.
2.20 SUBSIDIARY shall mean any corporation at least eighty
percent (80%) of
whose equity securities (determined either by voting power or
by
interest in profits) are directly or indirectly owned by
American
Greetings Corporation.
In this document, unless the context clearly requires otherwise,
the
singular shall include the plural and the masculine gender shall
include the
feminine.
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ARTICLE III
PLAN PARTICIPATION
3.1 AUTOMATIC PARTICIPATION, AS OF THE EFFECTIVE DATE. Each
Executive who
was a Participant in the Plan on the day before the Effective
Date of
this amendment and restatement shall automatically continue as
a
Participant, as of the Effective Date.
3.2 PARTICIPATION AFTER THE EFFECTIVE DATE; NEW ENTRANTS. Any
Executive who
does not automatically become a Participant as of the Effective
Date
shall become a Participant on any date, subsequent to the
Effective
Date, that such Executive is designated as eligible to
participate in a
written action taken by the Board. Where a written Board
action
designates an Executive as eligible to participate in the Plan
without
also specifying a date for commencing such participation, the
date such
Board action was taken shall constitute the commencement
date.
3.3 TERMINATION OR SUSPENSION OF PARTICIPATION; RENEWED
PARTICIPATION. A
Participant's continued participation in the Plan may be
discontinued
at any time by the Board by written action, in accordance with
and
subject to the following rules:
(a) In the event a Participant's participation herein is
discontinued, the terms of such discontinuation shall be set
forth in writing and a copy of such terms shall be provided
to
such Participant, the Plan Administrator, and the Committee.
(b) Subject to the provisions of Article VI hereof, if at the
time
a Participant discontinues participation hereunder such
Participant has a right to a Plan benefit based on the term
of
the Plan then in effect, said right shall not be forfeitable
and such Participant shall be entitled to receive such Plan
benefit, based on and in accordance with the terms of the
Plan
in effect at the time of such discontinuation.
(c) In the event a Participant whose Plan participation has
been
discontinued is again designated for participation in the
Plan
in accordance with Section 3.2 hereof, the Board by written
action may specify the terms and conditions under which such
Participant's Compensation and Service (and
previously-determined Plan benefit, if any) are to be taken
into account when determining such Participant's Plan
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rights hereunder. In the absence of any direction from the
Board, such Participant shall be considered a newly-eligible
Participant for all Plan purposes (other than with respect
to
any Plan benefit such Participant already has qualified to
receive); provided, that such Participant's Service shall
only
be used once.
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ARTICLE IV
CALCULATION, FORM OF PARTICIPANT'S ACCRUED BENEFIT
4.1 FORM OF ACCRUED BENEFIT. A Participant's accrued benefit
hereunder
shall consist of a monthly benefit, commencing on the first day
of the
calendar month coincident with or next following the date
such
Participant attains such Participant's Normal Retirement Date,
and
payable thereafter to such Participant as an annuity for life
(with 180
monthly payments, guaranteed) (the "Accrued Benefit").
4.2 CALCULATION OF ACCRUED BENEFIT. A Participant's Accrued
Benefit, when
payable in its normal form and commencing as provided in Section
4.1
hereof, is equal in amount to one-twelfth (1/12th) of the
product of
(a) times (b), where:
(a) is equal to one percent (1%) of such Participant's Final
Average Compensation; and
(b) consists of such Participant's years of Service, calculated
to
the nearest attained calendar month, but in any event
subject
to a maximum of twenty (20) years of Service.
4.3 CERTAIN COMPENSATION, SERVICE TO BE DISREGARDED.
Notwithstanding any
contrary Plan provision, when calculating a Participant's
Accrued
Benefit there shall be disregarded (a) any Compensation paid to
such
Participant and any Service rendered by such Participant for any
Fiscal
Year (or, fraction thereof) in which such Participant is
determined by
the Committee (acting in its reasonable discretion,
following
consultation with legal counsel) to have violated Section 304
or
Section 306 of the Sarbanes-Oxley Act (15 U.S.C. Sections 7243,
7244),
or other applicable law (including, without limitation, any
otherwise-applicable faithless servant doctrine), and (b)
any
Compensation received by such Participant that is attributable
to any
period prior to the date such Participant first commences
participation
hereunder as a Participant.
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ARTICLE V
FORMS OF RETIREMENT; ELIGIBILITY CONDITIONS
5.1 NORMAL/LATE RETIREMENT BENEFIT. A Participant shall be
entitled to
receive a Normal Retirement benefit as of the first day of the
calendar
month coinciding with or next following the date such
Participant
attains age 65. If a Participant retires after attaining age 65,
such
Participant shall qualify to receive a Late Retirement benefit.
The
Normal/Late Plan Benefit payable to a Participant who retires on
such
Participant's Normal/Late Retirement Date shall consist of
such
Participant's Accrued Benefit, determined as of the later of
such
Normal Retirement Date or Late Retirement Date (as
applicable).
5.2 EARLY RETIREMENT BENEFIT.
A Participant who has not attained age 65 but nevertheless
has
a vested interest in the Plan may retire on the first day of
any
calendar month coinciding with or next following:
(a) the date such Participant attains age 55 and completes
ten
(10) years of Service (at least five (5) of which must be
completed while a Participant); or
(b) any date certain designated by the Board in writing, acting
in
its sole discretion or by agreement with said Participant,
irrespective of said Participant's age and years of Service.
The Early Retirement Benefit payable to a Participant who
retires under this Section 5.2 shall be in an amount equal to
such
Participant's Accrued Benefit, determined as of the date such
Benefit
commences payment hereunder, but reduced by the appropriate
reduction
factor specified in Schedule A (attached hereto). A Participant
seeking
to receive an Early Retirement Benefit shall otherwise apply for
it, as
provided in Section 6.1 hereof, but shall specify the date
such
Participant wishes to have such Benefit commence; provided, that
such
Benefit can commence no earlier than the latest to occur of:
(a)
(above); or (b) (above); or the first day of the calendar month
next
following the date the Plan Administrator receives such
application.
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5.3 DEFERRED VESTED BENEFIT.
A Participant's right to an Accrued Benefit shall vest after
completing ten (10) years of Service (at least five (5) of which
is
completed while a Participant), even though such Participant
separates
from Company employment prior to attaining age 55, but only if
one (1)
or more of the following events occur(s) after such
Participant's 45th
birthday:
(a) Such Participant's Company employment is terminated
unilaterally by the Company; or
(b) Such Participant is a member of a class of Company
executives
(or where applicable, Subsidiary or Affiliate executives)
declared by written Board action to be ineligible to
participate further in the Plan; or
(c) Such Participant is demoted to non-Executive status by
the
Company; or
(d) A Change in Control occurs.
Any Participant who vests hereunder (as provided above) but
separates from Company employment prior to attaining age 55
nevertheless shall be eligible to commence receiving a Plan
Benefit
either on such Participant's 65th birthday or on the first of
any
calendar month between such Participant's 55th birthday and his
or her
65th birthday (as such Participant may elect); however, the
Accrued
Benefit of a Participant who separates from Company employment
prior to
attaining age 55 shall be computed and frozen as of the date
such
Participant separates from Company employment.
The Plan Benefit actually payable to a Participant whose
Accrued Benefit vests hereunder shall be determined in
accordance with
(i) Section 5.1 hereof, if such Participant commences receiving
such
Plan Benefit on or after attaining age 65; or (ii) Sectio
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