**Exhibit 10.2**

**EXECUTIVE EMPLOYMENT AGREEMENT**

THIS **EXECUTIVE EMPLOYMENT AGREEMENT**(“Agreement”) is made atCleveland, Ohio, this 12th day of June 2008, by andbetween**AMERICAN GREETINGS CORPORATION**, anOhio corporation (the “Company”), and **JOHN BEEDER** (the“Executive”).

Inconsideration of the covenants set forth in this Agreement, the parties mutually agreeas follows:

1.        Job Title. Subject to the provisions of this Agreement, the Company shall employExecutive as the Company’s Senior Vice President, Sales and Marketing/Executive Salesand Marketing Officer, with such duties andresponsibilities as may be assigned from time-to-time bythe Board of Directors or the President of the Company. Executive shall devoteExecutive’s fullbusiness time and attention and give Executive’s best efforts to the business affairs of theCompany and/or of its subsidiaries as the Board of Directors or the President of the Companymay from time-to-time determine. Executive recognizes that in serving as an officer of theCompany or as anofficer of a subsidiary, Executive serves in such capacity solely at the pleasureof the Board of Directors or the President of the Company and thatemployment in such capacityor in any other capacity may be terminated at any time by the Board of Directors or the Presidentof the Company, subject to the provisions of Section 4 of below.

2.        Fiduciary Obligations. Executive shall carry out his duties in a mannerconsistentwith and in compliance with all present and future requirements andlimitations of all applicablefederal and state laws, all applicable regulations, Companypolicies(to the extent the policies do notconflict with the terms of this Agreement), and subject to the direction and approval of the Board of

Directors or the President of the Company. Executive acknowledges and fullyunderstands that by entering into this Agreement, he undertakes a fiduciaryrelationship with the Company and is under a fiduciary obligation to use due care and actin the best interest of the Company at alltimes.Failure of Executive to fulfill all fiduciary obligations ordinarily imposedby law on similar Executives in a fiduciary relationship will be deemeda material breach of this Agreement byExecutive.

3.        Compensation & Benefits.

3.1      BaseSalary. The Company or a subsidiary shall, during the term of thisEmployment Agreement, pay to Executive as minimum compensationforservices a base salary at a rate to be fixed by the Board of Directors, the CompensationCommittee appointed by the Board of Directors, or the President of the Company,which rate shallnot be less than $36,667.00 per month ($440,000 on an annualizedbasis) (“base salary”), less appropriatewithholdings and deductions.

3.2      AnnualIncentive Plan. Executive shall be eligible to participate inthe Company’s Key Management Annual Incentive Plan, in accordance with thetermsand conditions of the Plan, as it may be amended from time-to-time.

3.3      StockOptions. Executive shall be eligible to participate in theCompany’s Stock Option Plan in accordance with the terms and conditions of thePlan, asit may be amended from time-to-time, which Plan currently provides for employeesat Executive’s level to receive a grant of 35,000 stock options each year, subject toadjustment as provided in the Plan. As additional consideration for acceptingemployment with the Company and signing this Agreement,Executive shall receive anadditional grant of 35,000 stock options on American Greetings Class A Common Stockat the next regularly scheduled stock option grant date. All

 

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options granted to Executive are subject to the terms, conditions, vesting and exercise schedulesset forth in the Plan, as it may be amended from time-to-time.

3.4      FlexibleBenefits Program. Executive shall be eligible to participate in theCompany’s flexible benefits program, which includes such benefits ashealth care, disabilityinsurance, life insurance and a flexible spending account to the same extent other Executives atthe Senior Vice President level participate, in accordance with the terms of the Program, as itmay be amended from time-to-time.

3.5      Retirement Profit Sharing. Executive shall be eligible to participate in theCompany’s Retirement Profit Sharing Plan to the same extent other executives at the Senior VicePresident level participate, in accordance with the terms of the Plan, as it may be amended fromtime-to-time.

3.6      Other Benefits. Executive shall be eligible to receive other Companybenefits to the same extent normally provided to other Senior Vice Presidents. Executive shallbe entitled toreimbursement of the reasonable attorneys’ fees for the review and negotiation ofthis Agreement.

3.7      Relocation. Executive shall be eligible to receive certain relocationbenefits as setforth in the Company’s Associate-on-the-Move Policy, as it may be amended fromtime-to-time. Additionally, recognizing Executive’s uniquefamily circumstances, the Companywill reimburse Executive for: (a) the reasonable cost of commuting between their currenthomeand Cleveland for Executive and his spouse; and (b) the reasonable cost of temporaryhousing (including rent and utilities) in the Cleveland area, in each case for up to 24 monthsasExecutive and his spouse transition from their current home to Cleveland.

4.        Termination.

 

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4.1      Death. This Agreement shall immediately terminate upon thedeath of Executive. Followingthe Executive’s death, the Company agreesto pay only the following amounts to Executive’s estate, as required by law:(i) the base salary at the last rate paid to Executive through the end of the monthin which the Executive’s death occurs; (ii) any amounts earned, accrued orowing but not yet paidunder this Agreement; and (iii) other benefits inaccordance with applicable plans and programs of the Company.

4.2      Disability. If Executive is disabled, which means that he isunable to perform theessential functions of his position, with reasonableaccommodations, for a period of 16 weeks or more, Executive’s employmentshall terminate. Determination of disability shall be made initially by aphysician appointed by Executive, but the Company reserves the right toappoint a physician to determine disability,andExecutive agrees to cooperate with the Company’s physicianif the Company has a good faith doubt about the determination ofdisability or need for accommodation made bythe physician selected byExecutive. If the determinations by the physician for Executive and theCompany cannot be reconciled, the two physicians shall select a thirdphysician, whosedetermination of disability will be final. In the eventExecutive’s employment terminates because of his disability, he shallbeentitled to payment by the Company only of: (i) the base salary at the last ratepaid to Executive through the end of themonth in which the termination occurs; (ii) anyamountsearned, accrued or owing but not yet paid under this Agreement; and(iii) other benefits in accordance with applicable plans and programs of the Company.

4.3      Termination“For Cause”. The Company shall have theright to immediately terminate Executive for “cause”.

a.      Cause shall mean:

 

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(i)    A material breach by Executive of any term of thisAgreement, the Company’s policies, Executive’sfiduciary duties to theCompany, or of any law, statute, or regulation;

(ii)    The material failure toachieve the Company’s reasonable profit,revenue or other written objectives or written goals as determined by theCompany because of Executive’s performance;

(iii)    Misconduct which isinjurious to the Company or any of itsaffiliates, either monetarily or otherwise, or which impairs Executive’s ability toeffectively perform his duties or responsibilities;

(iv)    Personal conduct whichreflects poorly on the Company orExecutive or which impairs Executive’s ability to perform his duties or managesubordinate employees, including but not limited to the abuse of alcohol orcontrolled substances;

(v)    Habitual or repeated neglect of his duties or responsibilities byExecutive;

(vi)    The appropriation of (or attempted appropriation of) a businessopportunity of theCompany or its affiliates, including attempting to secureor securing any personal profit inconnection with any transaction by the Company or its affiliates;

(vii)    The commission of orconviction for (or the proceduralequivalent or conviction for), or the entering of a guilty plea or plea of nocontest with respect to a crime, which in the Company’s reasonable judgment,involves moral turpitude;

 

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(viii)    Intentional injury of another employee or any person in the course ofperforming services for theCompany;

(ix)    Any conflict of interest, including, but not limited to solicitationof business onbehalf of a competitor or potential competitor;

(x)    Violation of the Company’s policies prohibiting discrimination orharassment of employees, clients, guests, or vendors of the Company;

(xi)    Failure to comply withthe Company’s written Human Resourcespolicies; or

(xii)    Failure to follow anymaterial and lawful instruction given toExecutive by a superior at the Company.

b.      In the eventthe Company terminates Executive’s employment forcause, he shall be entitled to payment by the Company only the following: (i) thebase salary at the last rate paid to Executive through the date of the termination of hisemployment for cause, payable to the Executive immediately upon Executive’stermination; (ii) anyamounts earned, accrued or owing but not yet paid underthis Agreement; and (iii) other benefits in accordance with applicable plans orprograms of the Company.

4.4      Termination“Without Cause”. The Company shall have the right toterminate this Agreement and Executive’s employment without cause uponwrittennotice of 30 days to Executive. At the Company’s option, the Company may payExecutive for 30 days in lieu of notice and require no services of Executive. In the eventtheCompany terminates the Executive’s employment without cause, Executive shallbe entitled to payment by the Company

 

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the following: (i) Executive’s base salary at the rate in effect immediately prior to thedateof his termination of employment, payable to Executive for 3 months, provided that such base salary payment shall be reduced by the amount of salary Executive may receive fromsubsequentemployment during the same period; (ii) any amounts earned, accrued orowing but not yet paid under this Agreement; and (iii) otherbenefits in accordance withapplicable plans and programs of the Company. Alternatively, in the event theCompany terminates the Executive’s employment without cause and Executivesigns a waiver and release of claims in a form acceptable to the Company – and Executivedoes not revoke his signature –Executive shall be entitled to payment by the Companythe following: (i) Executive’s base salary at the rate in effect immediately priorto the dateof his termination of employment, payable to Executive for 12 months, provided that suchbase salary payment shall be reduced by the amount of salary Executive may receive fromsubsequent employment during the same period; (ii) any amounts earned, accrued orowing but not yet paid under this Agreement;(iii) continued health care coverage,concurrently with COBRA, for a period of 12 months immediately followingExecutive’stermination date at the Senior Vice President active Executive payroll deduction rate, as itmay be changed from time-to-time by the Corporation in its sole discretion;(iv) executive career outplacement services for a period of up to 6 months; and (v) otherbenefits in accordance withapplicable plans and programs of the Company. The paymentsand rights to Executive described in this Section 4.4 shall be in lieu of anyseveranceExecutive might otherwise be eligible to receive under a Company severance plan, andExecutive agrees that he shall not be entitled to receive severance under any Companyseveranceplan in the event of a termination without cause. The requirement thatExecutive sign a waiver and release of claims under this

 

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Section 4.4. shall not result in the lengthening of the 12-month restrictive covenants set forthin Section 5 of this Agreement.

4.5      TerminationUpon “Change in Control”. The Company may, at its option,terminate this Agreement as a result of a Change of control of the Company.If theCompany exercises this option, it reserves the right to offer Executive another position inthe Company or one of its affiliates or subsidiaries, which if offered, Executiveagreesto consider in good faith and respond accordingly. If the Company materiallyreduces Executive’s title, authority, duties and responsibilitiesat any time because of achange of control, Executive may terminate his employment within not more than 30 daysof first notice of the decrease in his authority, duties or responsibilities. If either party electsto terminate this Agreement as a result of change of control of the Company, it willprovide the other partywith 30 day’s prior written notice. The Company may, at itsoption, relieve Executive of his duties and responsibilities under this Agreementduringthis 30-day notice period.

a.      A “changeof control” means only:

(i)    The acquisition by any entity or person (which theretofore beneficiallyowned less than 50% of the Company’s common stock then outstanding) ofshares of the Company’s common stock in a transactionor series of transactionswhich result in such entity or person beneficially owning more than 50% ofthe Company’s outstanding common stock, where beneficial ownership andthepercentages of shares outstanding are determined pursuant to Sections 13(d)and (g) of the Securities Exchange Act of 1934 and the rules andregulationspromulgated there under; or

 

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(ii)    The merger or consolidation of the Company with one or morecompanies in a transaction or series oftransactions where the common stock ofthe Company is exchanged for less than 50% of the voting stock of the resultingor surviving company, including, without limitation, an exchange of thecommon stock of the for cash; or

(iii)    The sale, assignment, transfer, pledge, hypothecation or otherdisposition of assets (except a pledge, hypothecation or other similardisposition made at the time the Company enters into a bonafidefinancing transaction with a party which at the time of such transaction is not anaffiliate of the Company) of the Company having a value, as determinedby the Board of Directorsin good faith, in excess of 33 –1/3% of theconsolidated total assets of the Company.

b.      In the event of a termination by the Company because of a change ofcontrol, the Company shallmake only the following payments to Executive:(i) Executive’s base salary at the rate in effect immediately prior to the date ofhistermination of employment, payable to Executive for 12 months, provided thatsuch base salary payment shall be reduced by the amount of salary Executive mayreceive from subsequentemployment during the same period; (ii) any amountsearned, accrued or owing but not yet paid under this Agreement; and (iii) otherbenefits in accordance with applicable plans and programs of the Company. Thepayments and rights to Executive described in this Section 4.5 shall be in lieu of anyseverance Executivemight otherwise be eligible to receive under a Companyseverance plan, and Executive agrees that he shall not be entitled toreceive

 

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severance under any Company severance plan in the event of a termination becauseof change in control.

c.      In the event ofa termination by Executive after a material decrease in hisauthority, duties, or responsibilities because of a change of control,theCompany shall pay Executive only the following: (i) Executive’s base salary at therate in effect immediately prior to the date of his termination of employment, payabletoExecutive for 12 months, provided that such base salary payment shall be reducedby the amount of salary Executive may receive from subsequentemploymentduring the same period; (ii) any amounts earned, accrued or owing but not yet paidunder this Agreement; and (iii) other benefits in accordance with applicableplansand programs of the Company. The payments and rights to Executive describedin this Section 4.5 shall be in lieu of any severance Executivemight otherwise beeligible to receive under a Company severance plan, and Executive agrees thathe shall not be entitled to receive severance under any Company severance plan in theevent of atermination because of change in control.

4.6      Executive’s Voluntary Termination. Upon 30 days’ prior notice tothe Company, Executive may voluntarily terminate his employment with the Company.In the event that Executivegives less than 30 days’ prior notice to the Company,Executive’s voluntary termination shall be a material breach of this Agreement. Intheevent Executive voluntarily terminates his employment upon 30 days’ prior notice to theCompany, he shall be entitled to payment by the Company only of: (i) Executive’s basesalary at the last rate paid to Executive through the date of the termination of hisemployment, which shall be payable to Executivein

 

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accordance with applicable state law; (ii) any amounts earned, accrued or owing but notyetpaid under this Agreement; and (iii) other benefits in accordance with applicable plansor programs of the Company. If Executive voluntarily terminates his employmentbecause of theCompany’s material reduction of Executive’s title, authority, duties andresponsibilities, other than as a result of a change in controlas set forth in Section 4.5 ofthis Agreement, Executive shall be entitled to the compensation and benefits set forth inSection 4.4 of this Agreement (Termination “Without Cause”).

4.7      In the eventof any termination of employment under this Section 4, theCompany shall be entitled to an offset against amounts due Executive under thisAgreementon account of any remuneration attributable to any subsequent employment that he mayobtain.

4.8      The provisions of this Section 4 shall survive the termination of thisAgreement, as applicable.

5.        Restrictive Covenants. Executive covenants and agrees that in consideration ofemployment as an officer of the Company or as an officer of a subsidiary, Executive shallnot for a period of 12 months after leaving the employ of the Company or a subsidiary,regardless of the reasonfor such leaving, enter into the employment, directly orindirectly or in a consulting or free lance capacity, of any person, firm or corporationinthe United States or Canada, which at such date of leaving the employ of the Company ora subsidiary shall be manufacturing or selling products that are substantially similar innatureto the products being then manufactured or sold by the Company or thesubsidiary. In addition, Executive shall not for a period of 12 months afterleaving theemploy of the Company or a subsidiary, regardless of the reason for such leaving,shall not, directly or indirectly, for himself or for any other person, firm, corporation,partnership, association or other entity: (i) employ or attempt to employ or enter intoany

 

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contractual arrangement with any employee or former employee of the Company, unlesssuch employee or former employee has not been employed by the Company for a periodin excess of six months prior to the solicitation by Executive, and/or (ii) call on orsolicit any of orsell goods or services to the actual or targeted prospective customers orclients of the Company on behalf of any person or entity in connectionwith anybusiness that competes with the Company. While the covenants of this Section 5 are ineffect, Executive will give notice to the Company, within ten days after accepting anyother employment, of the identity of Executive’s new employer. The Companymay notify such new employer that Executive is boundby this Agreement, and at theCompany’s election, furnish such employer with a copy of this Agreement or relevantportions thereof.

6.        Inconsideration of Executive’s employment by the Company and thecompensation received therefor, Executive agrees that all copyrights, patents,tradesecrets, or other intellectual property rights associated with any ideas, concepts,techniques, inventions, processes, or works of authorship that are developed or created byExecutive, either alone or with others, during the course of performing work for theCompany or its clients (collectively, the“Work Product”) shall belong exclusively tothe Company and shall, to the extent possible, be considered a work made by theExecutivefor hire for the Company within the meaning of Title 17 of the United States Code. To theextent the Work Product may not be considered work made by the Executive forhire forthe Company, the Executive agrees to assign, and automatically assign at the time ofcreation of the Work Product, without any requirement offurther consideration, anyright, title, or interest the Executive may have in such Work Product. The transfer ofExecutive’s rights under this paragraph shall apply to Executive’s worldwide right, titleand interest in and to all of the Work Product and shall mean the entire right, title and

 

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interest in and to all intellectual property rights, all proprietary rights and allindustrialproperty rights throughout the world, including, without limitation, all copyrightsunder the laws of the United States and all other countries and governmental divisionsthroughoutthe world. Upon the request of the Company, Executive and his successors,assigns and legal representatives shall (at the Company’s sole costand expense) take suchfurther reasonable actions, including execution and delivery of instruments ofconveyance, as may be appropriate to give full and proper effect to such assignment,provided that such actions do not adversely affect or interfere with Executive’sperformance of his duties under thisAgreement.

7.        Executive agrees that during the period of his employment and thereafter, hewill keep confidential and will not disclose any information, records, documents or tradesecrets of theCorporation acquired by him during his employment, and except asrequired by his employment, will not remove from the Corporation’s premisesany recordor other document relating to the business of the Corporation; or make copies thereof; itbeing recognized by him that such information is the property of theCorporation.

8.        Executive acknowledges and confirms that: (i) the restrictive covenantscontained in this Agreement are reasonably necessary to prevent the inevitable disclosureof confidential and proprietary informationand trade secrets and to protect the legitimatebusiness interests of the Company and its affiliates, and (ii) the restrictions containedinthis Agreement (including without limitation the length of the term of the provisions ofSection 5) are not overbroad, overlong, or unfair and are not the result of overreaching,duress or coercion of any kind. Executive further acknowledges and confirms that hisfull, uninhibited and faithful observance of eachof the covenants contained in thisAgreement will not cause him any undue hardship, financial or otherwise, and thatenforcement of each of the covenants contained herein will not

 

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impair his ability to obtain employment commensurate with his abilities and on termsfully acceptable to him or otherwise to obtain income required for the comfortable supportof him and his family and the satisfaction of the needs of his creditors. Executiveacknowledges and confirmsthat it is likely that the special knowledge of the business ofthe Company he will acquire by virtue of his position with the Company is such aswouldcause the Company serious injury or loss if he were to use such knowledge to the benefit ofa competitor or were to compete with the Company in violation of the terms of thisAgreement.Executive further acknowledges that the restrictions contained in thisAgreement are intended to be, and shall be, for the benefit of and shall beenforceable by,the Company’s successors and assigns.

9.        Inthe event that a court of competent jurisdiction shall determine that any of therestrictive covenants of this Agreement are invalid or morerestrictive than permittedunder the governing law of such jurisdiction, then such provision shall be interpreted andenforced as if it provided for the maximum restriction permitted under such governinglaw.

10.      The restrictive covenants of this Agreement shall survive the termination ofthis Agreement and the termination of Executive’s employment.

11.      It isrecognized and hereby acknowledged by the parties hereto that abreach by Executive of any of the restrictive covenants contained in this Agreementislikely to cause irreparable harm and damage to the Company, the monetary amount ofwhich may be virtually impossible to ascertain. As a result, Executive recognizesand herebyacknowledges that the Company shall be entitled to an injunction from anycourt of competent jurisdiction, without any requirement to post a bond,enjoining andrestraining any violation of any or all of the restrictive covenants contained in thisAgreement by Executive or any of his affiliates, associates, partners

 

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or agents, either directly or indirectly, and that such right to injunction shall becumulative and in addition to any other remedies the Company may possess.

12.      Indemnification. In the event of any claim against Executive relating toExecutive’s services as an employee of the Company, the Company agrees to indemnifyExecutive to the extent permitted byapplicable law consistent with the Company’sCertificate of Incorporation and Code of Regulations in effect as of the applicable datewith respect to any acts or omissions he may have committed during the period which hewas an officer, director and/or employee of the Company or any Subsidiary thereof, or ofany other entity ofwhich he served as an officer, director or employee at the request ofthe Company. Furthermore the Company shall pay the expenses (including,withoutlimitation, attorneys’ fees) incurred by the Executive in defending any proceeding as towhich Executive asserts a right to be indemnified by the Company in advance ofits finaldisposition, provided, however, that the Company’s payment of expenses incurredby Executive in advance of the final disposition of theproceeding shall be madeonly upon receipt of an undertaking by Executive to repay all amounts advanced if itshould be ultimately determined that Executive is not entitled to be indemnified.The provisions of this Section 12 shall survive the termination of Executive’semployment and thetermination of this Agreement.

13.      Arbitration. Executive and the Company agree to submit to mandatorybinding arbitration any claim arising out of or relating to Executive’s employment or thisAgreement. TheFederal Arbitration Act shall govern this agreement to arbitrate. Byagreeing to arbitration, Executive and the Company each acknowledge thathe/itunderstands that he/it is giving up the right to a trial by jury on the claims to be arbitrated.This agreement to arbitrate shall survive the termination of Executive’s employment andthe termination of this Agreement.

 

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13.1    Arbitration Procedures.

a.        Arbitration shall be the exclusive method to resolve all claimsarising from or related to the employment of Executive or this Agreement, includingall claims based on statute, contract, tort, or equity, except to the extent prohibited bylaw. The existenceof the agreement to arbitrate does not prevent the Company orExecutive from applying for provisional remedies, such as temporary restrainingorders, preliminary injunctions, writs of attachment, or receivers, to the extentpermitted by law to prevent an arbitration award from being rendered ineffectual, andthe application forprovisional relief shall not be a waiver of arbitration.

b.        Arbitration shall be conducted by a neutral arbitrator selected from a listobtained from the American Arbitration Association. The neutral arbitrator shalldisclose all matters that might impact his or her impartiality, including any ground thatmight lead to the disqualification of ajudge, the names of the parties to anypending or prior arbitrations involving any of the same parties or counsel, and theresults of the arbitration (date of award, amount of award, and identification ofprevailing party), any prior attorney-client relationship with a party or lawyer, and anysignificant personalrelationship with a party or lawyer. The arbitrator shall haveimmunity of a judicial officer from civil liability while acting as an arbitrator,andall communications shall have the same privileges from defamation and privacyliability as apply to judicial proceedings.

 

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c.        Arbitration shall be conducted in accordance with the AmericanArbitrationAssociation rules applicable to the resolution of employment disputes,provided that the parties shall be accorded the benefit of state laws onpleadings,summary judgment and judgment on the pleadings.

d.        TheArbitration hearing shall proceed in Cleveland, Ohio.

e.        Any dispute shall be based solely upon the law governing the claimsand defenses pleaded and proved, and the arbitrator may not invoke any basis(including,but not limited to notions of “just cause”) other than controlling law.

f.        The arbitrator shall have the power to set hearing times, give notices,resolve discovery disputes, and assist the parties with the issue of subpoenas aspermitted by law. The arbitrator shall schedule the arbitration promptly and issuea written reasoned opinionpromptly after the conclusion of the presentation ofevidence.

g.        Thearbitrator shall have the power to interpret this Agreement, and todecide the arbitrability of claims and defenses.

h.        Arbitration shall neither extend nor curtail any applicable statute oflimitations.

13.2    Costs of Arbitration. Executive shall bear only those costs of arbitration thathe would have otherwise had to bear had he brought the same claim or claims in a court oflaw.

14.      Assignment. This Agreement shall be binding upon and inure to the benefit ofthe parties and their respective successors, legal and personal representatives, executors,

 

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administrators, devisees, legatees, heirs and assigns. The Company may assign andtransfer all of its rights under this Agreement. The obligations of the Executive under thisAgreement, being personal, may not be assigned or transferred by the Executive.

15.      GoverningLaw; Jurisdiction. This Agreement shall be governed by andconstrued and enforced in accordance with the laws of Ohio.

16.      Entire Agreement. This Agreement constitutes the entire agreement between thepartieshereto with respect to the subject matters hereof and thereof and, upon itseffectiveness, supercedes all prior agreements, understandings andarrangements, both oral and written, between Executive and the Company (or any of itsaffiliates) with respect to such subject matters covered. This Agreement may not bemodified in any way unlessby a written instrument signed by both the Company andExecutive.

17.      Notices.All notices required or permitted to be given hereunder shall be inwriting and shall be personally delivered by courier, sent by registered orcertified mail,return receipt requested or sent by confirmed facsimile transmission addressed as set forthherein. Notices personally delivered, sent by facsimile or sent by overnight courier shall bedeemed given on the date of delivery and notices mailed in accordance with theforegoing shall be deemed given upon the earlier ofreceipt by the addressee, asevidenced by the return receipt thereof, or three (3) days after deposit in the U.S. mail.Notice shall be sent (i) if to the Company, addressed to American GreetingsCorporation, One American Road, Cleveland, Ohio, 44144, Attention: Catherine Kilbane,General Counsel andSecretary and (ii) if to Executive, to his address as reflected on thepayroll records of the Company, or to such other address which theExecutive hasdesignated and as to which Executive has provided notice in accordance with thisprovision.

 

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18.      Severability. The invalidity of any one or more of the words, phrases, sentences,clauses, provisions, sections or articles contained in this Agreement shall not affectthe enforceability of the remaining portions ofthis Agreement or any part thereof, all ofwhich are inserted conditionally on their being valid in law, and, in the event thatanyone or more of the words, phrases, sentences, clauses, provisions, sections or articlescontained in this Agreement shall be declared invalid, this Agreement shall be construed asifsuch invalid word or words, phrase or phrases, sentence or sentences, clause orclauses, provisions or provisions, section or sections or article orarticles had not beeninserted. If such invalidity is caused by length of time or size of area, or both, the otherwiseinvalid provision will be considered to be reduced to a period or area that would curesuch invalidity.

19.      Survivorship. The respective rights and obligations of the parties hereunder shallsurvive any termination of Executive’s employment to the extent necessary to theintended preservation of such rights and obligations.

20.      Waivers. The waiver by either party hereto of a breach or violation of any termorprovision of this Agreement shall not operate nor be construed as a waiver of anysubsequent breach or violation.

21.      Prevailing Party. In the event that either party hereto brings an action for thecollection of any damages resulting from, or to enjoin any action constituting, a breach ofany of the terms or provisions of this Agreement, then the non-prevailing partyshall pay all reasonable attorneys’ fees, costs,and expert witness fees of the other.

22.      Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original but all of which together shall constitute one andthe same instrumentand agreement.

 

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23.      Voluntary Agreement. Executive and the Company represent and agree thateach hasreviewed all of the provisions of this Agreement, and is voluntarily entering intothis Agreement, and has had an opportunity to review all aspectsof this Agreement with his/itslegal, tax, or other advisors.

IN WITNESS WHEREOF, the undersigned have executedthis Agreement asof the date first above written.

 

By:
 **AMERICAN GREETINGS CORPORATION** /s/ Jeffrey Weiss 6/16/08     President Date 
By:
 **JOHN BEEDER**   /s/ John Beeder 6/12/08     John Beeder Date 
 

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