WHEREAS, the individual identified
on the attached form, (the “Optionee”) is a director of
American Greetings Corporation (the “Company”);
and
WHEREAS, the Company is authorized
under the attached 1997 Equity and Performance Incentive Plan
(“Plan”) to grant stock options to directors including
the Optionee;
NOW, THEREFORE, in consideration of
their mutual promises herein, the Company and the Optionee agree as
follows:
Subject to the terms and conditions
set forth in the Plan:
(1) The
Company hereby grants to the Optionee options
(“Options”) to purchase the Class of Common Shares, par
value $1 per share (“Shares”), of the Company in the
amount and at the price indicated on the attached form, the option
price being the market price of the Company’s Class A
Common Shares quoted by the New York Stock Exchange
(“NYSE”) on the day on which these Options are granted,
and agrees to cause certificates for any Shares purchased hereunder
(or other evidence of share ownership selected by the Company) to
be delivered to the Optionee upon receipt of the purchase price
either (i) in cash or check; (ii) in whole or in part,
Class A and/or Class B Common Shares of the Company valued (in
the case of both Class A and/or Class B Common Shares) at
the time of exercise at least equal to the option price;
(iii) by surrender of any other award or grant under the Plan
valued at the time of exercise at least equal to the option price;
or (iv) a combination of such payment methods.
(2) The
Options shall become exercisable, from time to time, in whole or in
part, according to the attached schedule, as long as the Optionee
remains a director of the Company. Once the Options have become
exercisable, all or any part of the Options shall be exercisable
during the balance of the option period; provided, however, if the
Optionee shall die, become permanently disabled or incompetent, or
has ten (10) or more years of continuous service with the
Company and shall terminate as a director at age 65 (and on such
other grounds as the Compensation Committee of the Board may
hereafter determine in its sole discretion), all Options
represented by this Stock Option Agreement that have not vested
shall become immediately exercisable in full.
(3) The
