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Exhibit
10(li)
AMERICAN GREETINGS
CORPORATION 2007 OMNIBUS
INCENTIVE COMPENSATION
PLAN
PERFORMANCE SHARE GRANT
AGREEMENT
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| Grantee: |
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Zev
Weiss |
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| Target Grant: |
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34,208
Class B Common Shares (the “ Shares
”) |
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| Performance Period: |
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March 1, 2008 through
February 28, 2010 (the “
Performance Period ”)
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| Grant
Date: |
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April 22,
2008 |
THIS AGREEMENT, dated as of the Grant
Date stated above, is by and between American Greetings Corporation
(the “ Company ” or “ American
Greetings ”) and Grantee.
W I
T N E S
S E T H
:
WHEREAS, the Company wishes to give
Grantee an opportunity to acquire or enlarge his equity ownership
in the Company for purposes of augmenting Grantee’s
proprietary interest in the success of American Greetings and
thereby focusing Grantee’s efforts on increasing shareholder
value.
A G
R E E M
E N T
NOW, THEREFORE, the Company and Grantee
hereby agree as follows:
1.
Performance Share Grant . Subject to the terms and
conditions of this Agreement, the Company hereby grants to Grantee
the Target Grant of Shares (the “ Performance Shares
”) as specified above. The grant of Performance Shares shall
represent the right to receive such number of Shares, if any, as
determined in accordance with Section 2 upon the achievement
of certain Performance Criteria over the Performance Period. The
Performance Shares described in this Agreement are in all respects
subject to the terms, conditions and provisions of this Agreement
and the Company’s 2007 Omnibus Incentive Compensation Plan
(the “ Plan ”).
2. Award of
Performance Shares .
(a) The number of Performance
Shares actually earned will be based on the percentage of
Grantee’s target incentive award, if any, that Grantee
achieves during the Performance Period under the Company’s
Key Management Annual Incentive Plan (the “ Annual
Incentive Plan ”). Subject to the certification of the
Company’s Compensation and Management Development Committee
(the “ Committee ”) required by
Section 2(b), and provided that Grantee is actively employed
by the Company or a subsidiary thereof as of the last day of such
fiscal year with respect to which a calculation is made to
determine if Grantee is entitled to payment of Performance Shares,
Grantee will be entitled to payment of all or a portion of the
Target Grant of Performance Shares as calculated in this
Section 2(a) if he achieves all or a portion of his target
incentive award for a given fiscal year during the Performance
Period.
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(i) Grantee will
be entitled to payment of all or a portion of his Target Grant of
Performance Shares during the first year of the Performance Period
as follows:
(1) With respect
to fiscal year 2009, Grantee will be deemed to have earned a number
of Performance Shares, if any, determined by multiplying the Target
Grant of Performance Shares by the percentage of the target
incentive award that Grantee achieves for such fiscal year under
the Annual Incentive Plan as in effect for that fiscal year, not to
exceed 100%, and then rounding the resulting number up to the
nearest whole number.
(2) If Grantee
achieves 100% of his target incentive award under the Annual
Incentive Plan in fiscal year 2009, he will be deemed to have
earned 100% of the Target Grant of Performance Shares.
(3) If Grantee
earns a portion but less than 100% of the Target Grant of
Performance Shares with respect to fiscal year 2009, Grantee shall
forfeit the remaining portion of the Target Grant of Performance
Shares.
(4) If Grantee
does not earn any portion of the Target Grant of Performance Shares
with respect to fiscal 2009, Grantee shall be entitled to earn all
or a portion of such Performance Shares in fiscal year 2010, which
is the second year of the Performance Period in accordance with
Section 2(a)(ii) below.
(ii) Subject to
Section 2(a)(iii), any Performance Shares not earned or not
otherwise forfeited during the first year of the Performance Period
in accordance with Section 2(a)(i) will be deemed earned as
follows:
(1) With respect
to fiscal 2010, Grantee will be deemed to have earned a number of
Performance Shares, if any, determined by multiplying the Target
Grant of Performance Shares by the percentage of the target
incentive award that Grantee achieves for such fiscal year under
the Annual Incentive Plan as in effect for that fiscal year, not to
exceed 100%, and then rounding the resulting number up to the
nearest whole number.
(2) If Grantee
earns less than 100% of the Target Grant of Performance Shares with
respect to fiscal year 2010, Grantee shall forfeit the remaining
portion of the Target Grant of Performance Shares not earned with
respect to such fiscal year.
(iii) Any
portion of the Target Grant of Performance Shares not earned as of
the end of the Performance Period shall be forfeited and Grantee
shall have no right to receive such Performance Shares. Except as
contemplated by Section 7(f), in no event may Grantee earn
under this Agreement more than the total Target Grant of
Performance Shares.
(b) If Grantee
is deemed to have earned any of the Performance Shares as of the
end of any fiscal year within the Performance Period as set forth
in Section 2(a), the Company will pay Grantee in accordance
with Section 4 an award of Shares equal to the number of
Performance Shares so earned; provided, however, that prior to the
payment of Shares pursuant to this Agreement, the Committee must
certify that the objectives establishing entitlement to the payment
of Shares have been achieved.
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3. Awards on
Certain Events . Notwithstanding the requirement in
Section 2 of this Agreement that a Grantee be actively
employed on the last day of any fiscal year of the Company during
the Performance Period for which Grantee has earned Performance
Shares, all of the Performance Shares that have not otherwise been
earned or forfeited shall be deemed earned, and Shares shall be
awarded pursuant to this Agreement, as of the date of
(i) Grantee’s death or disability, or (ii) a Change
in Control (as defined in the Plan) of the Company. For
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