Key Management Annual Incentive Plan (fiscal year 2009 Description)



 Exhibit 10.1 
 

 








									
			 	 	 
		 		 	TABLE OF CONTENTS	  		  	
					
		 		 	Eligibility	  	1	  	
					
		 		 	How the Plan Works	  	2	  	
					
		 		 	        Your Individual Target Incentive	  	2	  	
					
		 		 	        Weighting the Measures	  	3	  	
					
		 		 	        Measuring Performance	  	4	  	
					
		 		 	        Performance Multipliers	  	4	  	
					
		 		 	Performance Measures	  	5	  	
					
		 		 	        Corporate Performance	  	5	  	
					
		 		 	        Business Unit Performance	  	7	  	
					
		 		 	        Individual Performance	  	8	  	
					
		 		 	Summary - Total Award Calculation	  	9	  	
					
		 		 	Appendix	  	10	  	
					
		 		 	        Business Unit Components	  	10	  	
					
		 		 	        Administrative Details	  	11	  	
					
		 		 	        Definition of Common Terms	  	12	  	









			
	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  
	  	
	 	  	
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	 AMERICAN GREETINGS
 KEY
MANAGEMENT
 ANNUAL INCENTIVE PLAN
  
 This brochure provides an overview of the Key Management Annual Incentive Plan — a valuable component of your total compensation package. It contains details about
how the Plan rewards for Corporate, Business Unit and Individual performance results. In addition, your Incentive Compensation Statement — provided separately — includes information specific to your participation in the plan: your assigned
business unit and sub-business unit if any, your target
	  	 incentive percentage and detailed examples of the incentive calculation under different performance scenarios. Together, these documents provide the
information you need to understand the Plan so you can maximize your annual incentive award.
  
 ¢ ELIGIBILITY
  
 You are
eligible to participate in the Key Management Annual Incentive Plan if you are a Key Manager or Officer in one of the following primary business units and you do not participate in another Company-sponsored annual incentive
plan:


  

					
		 	  
 PRIMARY BUSINESS UNIT
  
	  	  
 PARTICIPANTS
  

		 	 
		 	Corporate Consolidated	  	 Chairman, Chief Executive Officer, President and Chief Operating Officer, Corporate-level Senior Vice
Presidents and other Section 16 Executive Officers
  

		 	  
 Total
Social Expressions Group (SEG)
	  	  
 Associates who are part of:

		 	 	  	AGI In-Store
		 	 	  	Business Intelligence
		 	 	  	Canada
		 	 	  	Carlton Mexico
		 	 	  	Carlton Cards Retail
		 	 	  	Corporate Staff (Delta, Finance, HR, ISD, Legal)
		 	 	  	Creative
		 	 	  	DesignWare & Specialty SBU
		 	 	  	Everyday & Seasonal Cards
		 	 	  	Field Sales
		 	 	  	Field Sales Operations (FSO)
		 	 	  	Gift Packaging & Holiday SBU
		 	 	  	Global Sourcing
		 	 	  	Inbound Licensing
		 	 	  	Plants
		 	 	  	Product Development
		 	 	  	 All other North American Greeting Card Division
units
  

		 	  
 AG
Intellectual Properties Group
  
	  	  
 AGIP Corporate Staff
  

		 	  
 AG
Interactive
  
	  	  
 AG Interactive associates
  

		 	  
 AG
Properties
  
	  	  
 AG Properties associates
  

		 	  
 UK
Greetings
  
	  	  
 UK Greetings associates
  

		 	  
 John Sands Group
  
	  	  
 John Sands Group associates
  

		 	  
 Key Managers include individuals in Key Manager 1 and Key Manager
2 job levels. Officers include Corporate-level Executive Directors, Vice Presidents, Senior Vice Presidents, President and Chief Operating Officer, Chief Executive Officer, Chairman of the Board and any other job level(s) that may be designated.

  










			
		 	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  

	 
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	 ¢ HOW THE PLAN WORKS
  
 The Key Management Annual Incentive Plan rewards participants for their contributions to American
Greetings success over a 12-month fiscal year. The Plan rewards for successful results in three key performance areas:
  
 ¡ Corporate Performance. At the beginning of each fiscal year, the
American Greetings Board of Directors approves the corporate earnings per share (EPS) and corporate total revenue performance goals for the year. Actual corporate results are compared to these goals at the end of the fiscal year.
  
 ¡ Business
Unit Performance. Every year, each business unit develops an earnings goal — which is approved by the Board of Directors — based on its strategic direction, business opportunities and growth projections. Business unit performance
is based on actual fiscal year earnings results for your assigned business unit compared to goal.
	  	 The total award — which is paid in cash — can range from 0% to 200% of your individual target incentive. This provides significant
incentive earnings opportunity when performance in one or more of these performance areas exceeds expectations.
  
 Let’s take a look at the components of the Plan and how they work.
  
 YOUR INDIVIDUAL TARGET INCENTIVE
  
 At the
beginning of each fiscal year, an individual target incentive is established for you based on your job level. This target incentive is typically communicated as a percentage of your base earnings but may also be expressed as a dollar amount,
determined by multiplying your base earnings by your target incentive percentage as follows:

	  
 ¡ Individual Performance. Your manager will determine your individual performance compared to your objectives for the year. Your actual fiscal year-end performance rating determines the percentage of
the target individual incentive amount you earn.
  
 At the end of each fiscal year,
incentive amounts are determined based on performance in these three key performance areas and are added together to determine your total Key Management Annual Incentive Plan award.
  
 


	  	  
 


  
 The target incentive represents what you
would earn if each performance measure in this incentive plan (Corporate, Business Unit and Individual) were achieved at 100% of goal (i.e., all components achieve their target performance).
  

	  	  
 EXAMPLE
  
 For example, assume Joe is a Key Manager 1 with base earnings of $60,000. His target
incentive under the Plan is 10%, or $6,000 ($60,000 x 10% = $6,000).
  
 We’ll refer to Joe throughout this brochure as we describe how the Plan works.

		  	










			
	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  
	  	
	 	  	
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	 WEIGHTING THE MEASURES
  
 Performance measures are weighted by job level to reflect the degree to which positions within a job level can affect performance in each of the three key performance
areas. Accordingly, associates at higher job levels — who have more impact on the achievement of corporate objectives — have more weight assigned to the corporate performance measure. Lower job levels, in contrast, have more weight
assigned to the individual performance area.
  
 The following chart shows the specific
weightings for each job level for fiscal year 2009.
	  	

  

							
		 	FISCAL YEAR 2009 WEIGHTINGS
	  
  
       JOB LEVEL
	 	    Corporate    
	 	    Business Unit    
	 	    Individual    

	 	 	 	 
	     Chairman of the Board, CEO, President and COO, Corporate-level Senior Vice Presidents and other Section 16 Executive Officers
  
	 	30%	 	50%	 	20%
	 	 	 	 
	     Corporate-level Vice Presidents and Executive Directors; Key Managers 2; Key Managers 1
  
	 	20%	 	50%	 	30%

  

	
	  
 EXAMPLE
  
 Joe, a Key Manager 1 with base earnings of $60,000 and a 10% incentive target, would have the following set of
performance measure weightings and target incentive awards:


  

													
		 		  		  		  		  		  	
		 		  	Corporate	  	Business Unit	  	Individual	  	Total	  	
		 				 	
		 	 Key Manager 1 Weightings
	  	20%	  	50%	  	30%	  	100%	  	
	 	 	 	 	 	 	 
		 	 Joe’s Target Incentive
	  	2%	  	5%	  	3%	  	10%	  	
		 	 (Percent of Base Earnings)
	  	(10% x 20%)	  	(10% x 50%)	  	(10% x 30%)	  	 	  	
	 	 	 	 	 	 	 
		 	 Joe’s Target Incentive ($)
	  	$1,200
 ($60,000 x 2%)
	  	$3,000
 ($60,000 x 5%)
	  	$1,800
 ($60,000 x 3%)
	  	$6,000	  	
		 	 	  	 	  	 	  	 	  	 	  	









			
		 	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  

	 
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	 MEASURING PERFORMANCE
  
 Corporate and business unit actual performance is determined at the end of the fiscal year and expressed as a percentage of the goal. In contrast, individual results are
evaluated by your manager at fiscal year-end and communicated as an individual performance rating. If the corporation’s or your business unit’s results exceed or fall below goal, Plan payouts are adjusted.
  
 ¡Below Target
Performance. If actual results do not meet a minimum level of performance — the performance threshold — no incentive award is earned for that performance measure. Results that fall between threshold and goal result in a reduced
incentive award.
  
 ¡Target Performance. When actual results meet goal, you receive 100% of the target incentive award for that performance measure.
  
 ¡Above Target
Performance. When actual results exceed goal, you receive an increased incentive award. You can receive up to 200% of the targeted incentive award for a performance measure.
  
 As described above, there is a precise relationship between actual results and the corresponding
incentive award. As performance rises or falls, so does your award. But how much your award changes is determined by a performance multiplier, which is discussed in the following section.
	  	  
 PERFORMANCE MULTIPLIERS
  
 The performance multiplier is used to calculate the corporate and business unit incentive awards
when performance is above or below goal, provided the performance thresholds have been achieved.
  
 Corporate and business unit performance incrementally increase your incentive award for performance above goal. They also incrementally decrease your incentive award for performance below goal.
  
 For example, a multiplier of 4 means that for every 1% increase or decrease in the percentage of the
goal achieved, there is a corresponding 4% increase or decrease in the percentage of target incentive earned.
  
 The example below illustrates the role of the performance multiplier in determining the adjustment that is made to your incentive target based on actual performance achieved.
  
 


  
 Important Note: Business unit
performance multipliers vary by business unit. The multiplier assigned to your business unit is provided in your fiscal year 2009 Incentive Plan Statement. A list of all business unit multipliers is provided in the Appendix.











			
	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  
	  	
	 	  	
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	 ¢ PERFORMANCE MEASURES
  
 CORPORATE PERFORMANCE
  
 Creating value for our shareholders and increasing our focus on delivering profitable revenue growth
are key drivers to American Greetings success. To help achieve these objectives, corporate performance and your corporate incentive award will be determined using two performance measures:
  
 ¡ Corporate
earnings per share (EPS), and
  
 ¡ Corporate total revenue
  
 Your corporate incentive
award is determined using a two-step process:
	  	 Step 1: Calculate Preliminary Award
  
 Corporate EPS performance is based on fiscal year-end corporate earnings per share compared to goal. Minimum performance of 90% of goal must be attained before any
incentive is earned. Above 90%, your incentive award is determined using a performance multiplier of 4 as illustrated on page 6. This incentive amount is a preliminary award based solely on EPS performance.
  
 Step 2: Calculate Adjustment
  
 The preliminary award based on EPS performance (Step 1) may be adjusted up or down depending on
corporate total revenue performance. For high levels of performance (greater than 103% of goal) or lower levels of performance (less than 97% of goal), the adjustment is determined by applying a performance multiplier of 5 to the difference between
actual corporate total revenue performance and 103% or 97% as illustrated below. Any adjustment is added to the preliminary award from Step 1. There is no adjustment in this step for corporate total revenue performance at or between 97% and 103% of
goal.


 

 








			
		 	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  

	 
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 EXAMPLE
  
 Joe is a KM1 with $60,000 in base earnings. Let’s assume:
  
 n
Corporate EPS performance is 103% of goal
  
 nCorporate total revenue
performance is 104.3% of goal
  
 Joe’s corporate incentive award is
calculated as follows:
  
 1. Determine the preliminary award based on corporate
EPS performance
  
 2. Determine the corporate total revenue adjustment based on
corporate total revenue performance
  
 3. Add the results of Steps 1 and
2
  
 4. Multiply the result in Step 3 by Joe’s corporate target incentive
percentage
  
 5. Multiply the result in Step 4 by Joe’s base
earnings
  



  

																			
		 		 		 		 		 		 		 		 		 	
	 Preliminary Award
	 	 100%
	 	     +        
	 	 (             3%
	 	 x
	 	 4            )
	 		 	 =
	 	 112%
	 	
	 (Based on corporate
 EPS Performance)
	 	 Target Performance
	 		 	 Results Above Goal
	 		 	 Corporate EPS
 Performance Multiplier
	 		 		 		 	
										
	 Corporate Total
 Revenue
 Adjustment
	 	 (        104.3%
	 	     –        
	 	     103%        )
	 	         x
	 	 5
	 		 	 =
	 	 + 6.5%
	 	
	 	 Corporate Total
 Revenue Results
	 		 	 Top of Target Revenue
 Performance Range
	 		 	 Corporate Total Revenue
 Performance Multiplier
	 		 		 		 	
							
		 		 		 	Corporate Performance Adjustment    	 		 	118.5%	 	
		 		 		 		 		 	


  

												
		  		  		  			  		  	
		  		  	CORPORATE INCENTIVE	  		  	
						
		  	 Joe’s Target Incentive
	  		  	 	2%	  		  	
						
		  	 Corporate Performance Adjustment
	  	x	  	 	118.5%	  		  	
						
		  	 Joe’s Base Earnings
  
	  	x  
	  	$ 
	60,000  
	  		  	
						
		  	 Joe’s Incentive Earned
	  	=	  	$	1,422	  		  	
						
		  		  		  			  		  	










			
	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  
	  	
	 	  	
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	 BUSINESS UNIT PERFORMANCE
  
 Business unit performance is based on fiscal year-end earnings results compared to goal. All associates are assigned to a primary business unit. However, some will also
be assigned to a sub-business unit based on business conditions and American Greetings strategic priorities.
  
 Business unit and sub-business unit performance measures will vary, but your primary business unit measure will be one of the following:
  

¡ Business Unit Pro Forma Earnings Before Interest and Taxes (Business Unit Pro
Forma EBIT), or
  
 ¡ Corporate Earnings Before Interest and Taxes (Corporate EBIT).
  
 Earnings are charged/credited for any variation from plan in Net Capital Employed at the weighted average cost of capital. Performance is based on fiscal year-end earnings compared to goal.
	  	  
 The incentive is earned when the performance threshold for the primary business
unit (or sub-business unit, where applicable) is achieved.
  
 ¡ The performance threshold for all primary and sub-business units, except for Carlton Cards Retail, is 90% of goal.
  
 ¡ The performance
threshold for Carlton Cards Retail is 60% of goal.
  
 A listing of each business
unit’s and sub-business unit’s assigned earnings measure(s) and performance multipliers is provided in the Appendix. An example of the calculation of this incentive follows.


  

	
	  
 EXAMPLE
  
 Joe is a KM1 with $60,000 in base earnings. Let’s assume his business unit has a
performance multiplier of 4 and that its performance at year-end is 96% of goal. Joe’s business unit incentive award is calculated in three steps:
  
 1.     Determine the business unit performance adjustment
  
 2.     Apply the business unit performance
adjustment to Joe’s target incentive percentage for the business unit component
  
 3.     Multiply the result by Joe’s base earnings
  


  

																					
											
		 	 100%
	 	        +	 	    (    	 	-4%	 	      x      	 	4	 	    )	 	    =        	 	84%	 	
											
		 	 Target Performance
	 		 		 	Results Below Goal	 		 	 Business Unit
 Performance Multiplier
	 		 		 	 Business Unit
 Performance Adjustment
	 	


											
		  		  		  		  		  	
		  		  	BUSINESS UNIT INCENTIVE	  		  	
						
		  	 Joe’s Target Incentive
	  		  	5%	  		  	
						
		  	 Performance Adjustment
	  	x	  	84%	  		  	
						
		  	 Joe’s Base Earnings
  
	  	x  
	  	$60,000  
	  		  	
						
		  	 Joe’s Incentive Earned
	  	=	  	$2,520	  		  	
						
		  		  		  		  		  	









			
		 	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  

	 
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 INDIVIDUAL PERFORMANCE
  
 At the end of the fiscal year, managers assess each participant’s performance compared to other
participants within the business unit. Managers determine the degree to which the participants achieve the goals and job expectations defined at the beginning of the year.
  
 Managers rank participants based on their relative performance and determine the actual performance
rating based on these rankings and the targeted percentage of participants for each rating.
  
 ¡ Participants who receive an “Exceeds Expectations” performance rating
receive the target incentive for the individual performance measure multiplied by 150%. In certain circumstances, this target can be increased to 200%1.
  
 ¡
 Participants who receive a “Meets Expectations” rating will receive 100% of their target individual incentive.
  
 ¡ Participants who receive an “Improvement Expected/Performance Below Peer
Level” rating will not receive an individual performance incentive and will only receive 50% of any incentive otherwise earned under the corporate and business unit components.
  
 If corporate earnings performance is below the performance threshold, only those associates with a
performance
	  	 rating of “Exceeds Expectations” may receive awards for the individual performance measure.
  
 ¡ Participants
who receive an “Exceeds Expectations” performance rating will receive 50% of the target incentive payable for the individual performance component.
  
 ¡ Participants who receive a “Meets Expectations” or “Improvement
Expected/Below Peer Level” performance rating will not receive any portion of the individual performance incentive.
  
 If you are a senior executive officer, please refer to the fiscal year 2009 Addendum to the Individual Performance Component, included with your personalized Incentive
Compensation Statement, for a complete description of how individual performance under the Key Management Annual Incentive Plan applies to you.
  
 





 The following schedule shows how individual amounts will be adjusted based on individual
performance. 
  

											
	 	 	 	  	 	  	 	  	 	  	 
	 	 	 Performance
 Rating
  
	  	Target Percentage
of Participants  
	  	Will Receive  
	  	Percentage
of Incentive  
	  	 
	 					 
	 	 	 Exceeds Expectations 1
	  	30%	  	

	  	150%	  	 
	 	 	  
 Meets Expectations
	  	  
 60%
	  	  	  
 100%
	  	 
	 	 	  
 Improvement Expected/
 Performance Below Peer Level
  
	  	  
 10%
  
	  	  	  
 0%
  
	  	 
	 	 	  	  	  	  


  

	
	 1Managers can, at their discretion, increase the Individual Payout Percentage to 200% for associates rated as “Exceeds
Expectations” who demonstrate an extraordinary level of performance. Accomplishments must be the result of extraordinary effort and initiative that go well beyond the contributions of other associates rated as “Exceeds Expectations.”
The number of persons eligible to receive an Individual Payout Percentage of 200% may not exceed one-third of the total number of associates rated as “Exceeds Expectations.”











			
	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  
	  	
	 	  	
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 ¢
 SUMMARY—TOTAL AWARD CALCULATION 
 At the end of American Greetings fiscal year, corporate, business unit and individual results are
evaluated and your total incentive award is calculated. 
  

	
	 EXAMPLE
  
 The following example shows how Joe’s actual incentive award is calculated based on the assumptions that were used throughout this
brochure:


  

									
		 	JOE’S ASSUMPTIONS	  		 	PERFORMANCE ASSUMPTIONS
					
		 	Base Earnings:	  	$60,000	 	Corporate:	  	103% of Corporate EPS Goal
	 	 	 	  	 	 	 	  	104.3% of Corporate Total Revenue Goal
					
		 	Individual Target Percentage:	  	10%	 		  	
					
	 	 	 	  	 	 	Business Unit:	  	96% of Goal
					
		 	Individual Target Incentive:	  	$6,000	 		  	
					
	 	 	 	  	 	 	Individual:	  	Exceeds Expectations

  

																
		 	INCENTIVE CALCULATION	  	INCENTIVE %	 	 	BASE EARNINGS	  	INCENTIVE $
		 	  
 


  
	  		  			 		  		  		  	
		 	[100% + (3% above goal x 4)]	  		  	112	%	 		  		  		  	
								
		 	 [(104.3% - 103% top of range) x 5]
  
	  	+  
	  	6.5 
	%  
	 		  		  		  	
		 		  		  	118.5	%	 		  		  		  	
		 	 Target Corporate Incentive (20% Weight)
  
	  	x  
	  	2 
	%  
	 		  		  		  	
		 		  		  	2.37	%	 	x	  	$60,000	  	=	  	$1,422
		 	  
 +
  
	  		  			 		  		  		  	
		 	  
 


  
	  		  			 		  		  		  	
		 	[100% + (-4 % below goal x 4)]	  		  	84	%	 		  		  		  	
		 	 Target Business Unit Incentive (50% Weight)
  
	  	x  
	  	5 
	%  
	 		  		  		  	
		 		  		  	4.20	%	 	x	  	$60,000	  	=	  	$2,520
		 	  
 +
  
	  		  			 		  		  		  	
		 	  
 


  
	  		  			 		  		  		  	
		 	Individual Payout Percentage (“ Exceeds”)	  		  	150	%	 		  		  		  	
		 	 Target Individual Incentive (30% Weight)
  
	  	x  
	  	3 
	%  
	 		  		  		  	
		 		  		  	4.50	%	 	x	  	$60,000	  	=	  	$2,700
		 	  
 =
  
	  		  			 		  		  		  	
		 	  
 


  
	  		  	11.23	%	 	x	  	$60,000	  	=	  	$6,642









			
		 	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  

	 
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	 ¢ APPENDIX
  
 The following section provides additional details about the plan, including details about the business units, their performance measures and performance
multipliers.
  
 Please note that some plan participants will have their business unit
incentive determined based on performance in two areas. Details about the weightings and performance multipliers for these measures are shown below and on your personalized Incentive Compensation Statement, as appropriate.



  

													
	 	 	BUSINESS UNIT
COMPONENTS
				 
	 BUSINESS UNIT/
 PARTICIPANTS
	 	 PERFORMANCE
 MEASURE
	 	WEIGHT	 	PERFORMANCE
MULTIPLIER
	 	Primary Unit	 	Sub Unit	 	Primary Unit	 	Sub Unit	 	Primary Unit	 	Sub Unit
	 	 	 	 	 	 	 
	 Corporate Consolidated
 Chairman, CEO, President,
 COO, Corporate-level
 Senior Vice Presidents
 and other Section 16
 Executive Officers
	 	Corporate EBIT	 		 	100%	 		 	4	 	 
	 	 	 	 	 	 	 
	 Business Intelligence,
 Canada, Carlton Mexico,
 Corporate Staff (Delta,
 Finance,
HR, ISD, Legal),
 Creative, DesignWare &
 Specialty SBU,
Everyday
 & Seasonal Cards, Field
 Sales, FSO, Gift
Packaging & Holiday SBU,
 Global Sourcing, Plants,
 Product
Development,
 all other North American
 Greeting Card
Division
 units
	 	Total SEG(1) 	 		 	100%	 		 	4	 	 
	 	 	 	 	 	 	 
	Inbound Licensing	 	Total SEG(1)	 	AG Interactive pro forma EBIT	 	50%	 	50%	 	4	 	2
	 	 	 	 	 	 	 
	AGI In-Store	 	Total SEG(1)	 	AGI In-Store pro forma EBIT	 	50%	 	50%	 	4	 	2
	 	 	 	 	 	 	 
	Carlton Cards Retail	 	Total SEG(1)	 	 Carlton Cards Retail pro
 forma EBIT
	 	25%	 	75%	 	4	 	1
	 	 	 	 	 	 	 
	 AG Intellectual Properties
 Group – Corporate Staff
	 	AG Interactive pro forma EBIT + AG Properties pro forma EBIT	 		 	100%	 		 	2	 	 
	 	 	 	 	 	 	 
	AG Interactive	 	AG Interactive pro forma EBIT	 		 	100%	 		 	2	 	 
	 	 	 	 	 	 	 
	AG Properties	 	AG Properties pro forma EBIT	 		 	100%	 		 	2	 	 
	 	 	 	 	 	 	 
	UK Greetings	 	UK Greetings pro forma EBIT	 		 	100%	 		 	4	 	 
	 	 	 	 	 	 	 
	John Sands Group	 	John Sands Group pro forma EBIT	 	 	 	100%	 	 	 	2	 	 

 (1) Total SEG = NAGCD pro forma EBIT (includes
Carlton Mexico pro forma EBIT, Retail Eliminations and Corporate Expense) + Carlton Cards Retail pro forma EBIT + AGI In-Store pro forma EBIT 








			
	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  
	  	
	 	  	
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	 ADMINISTRATIVE DETAILS
  
 If your employment status changes, your Plan participation and any payouts may be affected as described below.
  
 ¡ New
Hires. If you are hired during the Plan year — defined as the American Greetings fiscal year ending February 28, 2009 — and are eligible to participate in the Key Management Annual Incentive Plan, you will receive a prorated
incentive payout based on the period of time you participated in the Plan and your base earnings during that time.
  
 ¡ Promotions and Transfers. If you are promoted or you move from one
business unit to another during the Plan year, your individual target incentive, base earnings, business unit goal and corresponding performance multiplier may change. If any of these do change, your incentive will be calculated based on the
targets, base earnings, plan provisions and actual performance for each business unit you participated in on a prorated basis and rounded to the nearest full month.
  
 ¡ Termination. If you voluntarily or involuntarily leave American
Greetings before the completion of the Plan year, you will forfeit your Key Management Annual Incentive Plan award for that fiscal year.
  
 ¡ Retirement, Leave of Absence,
Disability, Death. If your employment ends during the Plan year because you elect to retire after age 60, or if you take a leave of absence, suffer a permanent disability or die, your incentive payout will be
prorated to the nearest full month based on the actual period you participated in the Plan during the year.
  
 An associate will be deemed to suffer a permanent disability only in the following circumstances: (A) where an associate is absent from
employment with American Greetings due to his or her inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, which either can be expected to result in death, or can be expected
to last for a continuous period of not less than 12 months; or (B) where an associate is scheduled
	  	 to receive income replacement benefits for a period of not less than 3 months under an accident and health plan covering
American Greetings associate on account of a medically determinable physical or mental impairment that can be expected to result in death or last for a continuous period of not less than 12 months.
  
 ¡ Incentive
Payout. Incentive payouts earned in fiscal year 2009 will be paid to participants within two and one-half months following the end of fiscal 2009, typically within 60 days after the end of the fiscal year. Incentive payouts are subject to
normal tax withholding at a standardized rate and will be deposited to a bank account of your choice.
  
 It is the intent that incentive payouts fall under the short-term deferral rules of Section 409A of the Internal Revenue Code to exempt the payment of
such Key Management Annual Incentive Plan benefits from the requirements of Section 409A.
  
 ¡ Calculating Payouts. For computation purposes, financial goals and
actual performance results are rounded to the nearest $1,000. The percent of the financial goal achieved and the percent of target bonus earned is rounded to the nearest one-tenth of one percent. The actual incentive payout is rounded to the nearest
dollar.
  
 ¡ Omnibus Incentive Plan. The Key Management Annual Incentive Plan is governed by the American Greetings Corporation 2007 Omnibus Incentive Compensation
Plan, as such plan may be amended from time to time. In the event of a conflict between the Key Management Annual Incentive Plan and the Omnibus Incentive Plan, the terms of the Omnibus Incentive Plan will govern.
  
 ¡ Questions. If you have questions about the Key Management Annual Incentive Plan and how it works, please contact your manager. Your manager will work with you to ensure you understand the Plan so
you can maximize your annual incentive.










			
		 	 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN
  

	 
 12

	 	 
	 	

  

			
	 DEFINITION OF COMMON TERMS
  
 The following provides definitions of some common terms used throughout this brochure. Capitalized terms used herein that are not defined will have the meaning set forth
in the Omnibus Incentive Plan.
  
 ¡ Base Earnings. Your base earnings are defined as your base salary earned during the fiscal year. Base earnings exclude health and welfare benefits, bonus, commission, and incentive payments,
overtime and other indirect compensation. Base earnings for Plan participants outside of the U.S. may be defined differently and may vary by country.
  
 ¡ Business Unit EBIT. A business unit’s earnings before interest and
taxes.
  
 ¡ Business Unit Pro Forma EBIT. A business unit’s earnings before interest and taxes, charged/credited for any variation from plan in Net Capital Employed at the weighted average cost of
capital.
  
 ¡ Corporate Earnings Per Share (EPS). Corporate earnings per share is measured at the end of the fiscal year and is calculated as corporate pre-tax income minus taxes divided by the total number of
planned shares outstanding as calculated on a fully diluted basis.
	  	 ¡ Corporate Earnings Before Interest and Taxes (Corporate
EBIT). Consolidated corporate earnings before interest and taxes, charged/credited for any variation from plan in Net Capital Employed at the weighted average cost of capital.
  
 ¡ Corporate
Total Revenue. Consolidated corporate net sales and other revenues, including but not limited to royalties, advertising, subscriptions and other revenue streams directly related to the conduct of our principal business.
  
 ¡ Fiscal
Year. March 1 through February 28 or 29 of the following calendar year.
  
 ¡ Net Capital Employed (NCE). Assets (minus cash and LIFO reserve) minus
liabilities (not including interest-bearing debt, inter-company payables and income taxes).










  
  
  
  
  
  
  
  
  
  
  
  
  
 Nothing in this brochure
or in any individual Incentive Compensation Statement should be construed to create or imply any contract of employment between an associate and American Greetings and its subsidiaries or to create any binding contractual right to payment of any
specific amount under the American Greetings Key Management Annual Incentive Plan. The provisions of this brochure describe the general guidelines used by American Greetings in determining the benefits payable to Plan participants; however, in every
case, American Greetings reserves the right to reduce or eliminate the amount that would otherwise be payable to a participant or participants under such guidelines where it determines, in its discretion, that such a reduction is necessary or
appropriate, in light of the participant’s performance or other relevant business circumstances. 
 American Greetings reserves the right to
terminate or make changes to the Plan, including retroactively, at any time without prior notice to any of the Plan’s participants (provided, that no amendment to the Plan adopted more than 90 days after the beginning of the applicable fiscal
year may have the effect of increasing the amount that is or could be payable under the guidelines set forth herein for such fiscal year to any participant who is a “covered employee” of American Greetings as defined in section 162(m)(3)
of the Internal Revenue Code). In the case of our executive officers, the Board of Directors (or committee thereof), and in the case of all other participants, the Board of Directors (or committee thereof), the Chief Executive Officer and the
Chairman are the only persons who have the authority to alter or amend this Plan. Any such alteration or amendment must be done in writing. No participant should rely on an alteration or amendment to this Plan unless it is made in writing and signed
by the Chief Executive Officer or the Chairman. 







 

 







 

 
 SENIOR EXECUTIVE OFFICER 
 ADDENDUM TO INDIVIDUAL PERFORMANCE COMPONENT OF 
 FY2009 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE
PLAN 
  
  
  

			
	 INDIVIDUAL PERFORMANCE
  
 Notwithstanding the description of the Individual Performance component included in the brochure (the “Plan Brochure”) outlining the Fiscal 2009 Key Management
Annual Incentive Plan, the Individual Performance component of American Greetings Key Management Annual Incentive Plan for all Senior Executive Officers of American Greetings, consisting of the Corporation’s Chairman, Chief Executive Officer,
President and Chief Operating Officer, Senior Vice Presidents and other Section 16 officers (collectively the “Senior Executive Officers”) is modified by this Addendum as follows:
  
 ¡A range has been added
to the target percentage of participants who receive an “Exceeds Expectations” performance rating. The range is 20% to 30% of the total number of Senior Executive Officers.
  
 ¡Managers will now have
even more discretion to adjust the percentage of the individual incentive based on an individual’s performance. Senior Executive Officers who receive an “Exceeds Expectations” performance rating will earn between 100% and 150% of
their target incentive under the Individual Performance component. Those who receive a “Meets Expectations” performance rating will earn between 50% and 100% of their target incentive under the Individual Performance component.

 
 As with all participants of the Key Management Annual Incentive Plan, at the
	  	 end of the fiscal year, managers assess each Senior Executive Officer’s performance compared to other participants. Managers determine the
degree to which the participants have achieved the goals and job expectations defined at the beginning of the year.
  
 Managers rank participants based on their relative performance and determine actual performance ratings based on these rankings and the targeted percentage of participants for each rating.
  
 ¡For Senior Executive
Officers, the targeted percentage of participants for the “Exceeds Expectations” performance rating is 20% to 30%; the targeted percentage for the “Meets Expectations” performance rating is 60%; and the targeted percentage for
the “Improvement Expected / Performance Below Peer Level” is 10%. (See chart on the following page.)
  
 ¡Senior Executive Officers who receive an “Exceeds Expectations” performance
rating will receive between 100% and 150% of their target individual incentive, as determined by his or her manager. In certain circumstances, this payout can be increased up to a maximum of 200% of target1.
  
 ¡Senior Executive Officers who receive a “Meets Expectations” rating will receive between 50% and 100% of their target individual incentive, as determined by his or her
manager.
  
 ¡As with other participants, Senior Executive Officers who receive an


  

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 FY2009 KEY MANAGEMENT ANNUAL INCENTIVE PLAN SENIOR EXECUTIVE OFFICER ADDENDUM 
  
  
  


			
	 “Improvement Expected / Performance Below Peer Level” rating will not receive an individual performance incentive and
will only receive 50% of any incentive otherwise earned.
  
 As with other participants,
if corporate earnings performance is below the performance threshold, only those Senior Executive Officers with a performance rating of “Exceeds Expectations” may receive awards for the individual performance measure.
  
 ¡Participants,
including Senior Executive Officers, who receive an “Exceeds Expectations” performance rating, will receive 50% of the target incentive payable for the individual performance component.
	  	 ¡Senior Executives who receive a “Meets Expectations” or
“Improvement Expected / Below Peer Level” performance rating will not receive any portion of the individual performance incentive.
  
 The schedule below shows how individual amounts will be adjusted based on individual performance.
  
 Except as set forth in this Addendum, the description of the Key Management Annual Incentive Plan
included in the Plan Brochure remains unchanged. In the event of a conflict between the terms described in the Plan Brochure and this Addendum, the terms set forth in this Addendum will govern.


  

											
	  	 	Performance Rating	 	 Target Percentage
 of Participants
	 	 Will
 Receive
	 	 Percentage
 of Incentive
	 	  
	 					 
	 	 	 Exceeds Expectations1
	 	20% - 30%	 	 


	 	100% - 150%	 	 
	 	 	 Meets Expectations
	 	60%	 	 	50% - 100%	 	 
	 	 	 Improvement Expected /
 Performance Below Peer Level
	 	10%	 	 	0%	 	 

  

	 1
	 Managers can, at their discretion, increase the Individual Payout percentage up to a maximum of 200% of target, for
Senior Executive Officers rated as “Exceeds Expectations” who demonstrate an extraordinary level of performance. Accomplishments must be the result of extraordinary effort and initiative that go well beyond the contribution of other Senior
Executive Officers rated as “Exceeds Expectations.” The number of persons eligible to receive an Individual Payout Percentage between 150% and 200% may not exceed 10% of the total number of Senior Executive Officers rated as “Exceeds
Expectations.” 


  

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