EX-10.45




	
	Exhibit 10.45  
	 
	 






  
 Executive Incentive Plan Fiscal Year 2017 Rewards for Your Contribution to Our Success american greetings Rev. 03.01.2016 







 



 
  

Creativity. Innovation. Collaboration. Our commitment to these ideals has allowed us to become one of the world’s
largest producers and distributors of social expressions products. As a leader at American Greetings, you have a unique opportunity to focus our associates on these key areas and to cultivate a work environment that is stimulating, productive and
rewarding. In addition, the decisions you make and the things you do every day have a direct and meaningful impact both within your department and across the company. We have designed the Executive Incentive Plan (also referred to herein as the
“Plan”) to reward you for the critical role you play. As a leader, you help foster and channel your energy and the energy of those around you into delivering winning products and strategies to the marketplace and bringing our corporate
mission to life. Table of Contents Plan Objectives and Who Is Eligible 2 How the Plan Works 3 Measuring Performance 4 Award Calculation Example 5 Important Administrative Plan Details 6-7 Key Terms 8 1 







 



 
  
 Plan
Objectives • Emphasize teamwork and mutual cooperation | Our success depends on the collaborative effort of all of our associates who demonstrate commitment to quality. • Reward leaders for success | Award opportunity is greatest when
attention is given to the achievement of Corporate EBITDA objectives. Who Is Eligible You are eligible to participate in the Plan if you are an associate in job class 319 or higher and not eligible to participate in another Company-sponsored annual
incentive plan. Refer to the sections entitled Important Administrative Plan Details and Key Terms for additional information on Plan eligibility. Watch for Your Participant Letter You will receive a Participant Letter that outlines information
specific to your participation in the Plan, such as your target award percentage. 2 







 



 
  
 How the
Plan Works The Plan provides a cash award for the achievement of Corporate EBITDA measured over a 12-month fiscal year. Your Award Opportunity Your total target award is established at the beginning of each fiscal year and will be communicated to
you at that time. Your total target award is: • A percentage of your base earnings determined by your job class • The award you earn if 100% of our Corporate EBITDA goal is achieved. The amount of the award you receive will increase or
decrease based on actual Corporate EBITDA performance. American Greetings will establish goals at the beginning of each fiscal year. At the end of the fiscal year, American Greetings determines the extent the Corporate EBITDA performance goal has
been met. EXAMPLE If and base the earnings target award are $ 200,000 percentage earnings, the is total 30% target of base award is $60,000. Base Earnings $200,000 x Target Award 30% Total Target Award $60,000 3 







 



 
  
 Measuring
Performance When the American Greetings Corporate EBITDA result for the fiscal year is final, it is compared to the EBITDA goal that was established for the purpose of the Executive Incentive Plan. Financial Performance Award Scale Your actual award
is based on fiscal year-end EBITDA performance results using the award scale shown at right and may range from 0% to 200% of the target award. To earn an award, Corporate EBITDA must at least reach threshold, defined as 90% of the established EBITDA
goal. There is no award for below-threshold performance. Achieving a range between 98% and 102% of the established EBITDA goal means American Greetings pays awards at target levels. Performance at 127% of the established EBITDA goal will result in
the maximum possible award. Performance Multiplier How It’s Used in the Award Scale The performance multiplier is another way to think about the award scale. There is a relationship between performance and your actual award. The 4:1 multiplier
for the Corporate EBITDA performance measure means that for every 1% increase or decrease in the percentage of goal achieved, your target award will be adjusted up or down by 4% to determine your actual award. Performance Actual Award Above Goal
127% MAXIMUM 200% of Target Goal 98–102% GOAL 100% of Target Below Goal 90% THRESHOLD 68% of Target Below Threshold 0% of Target (No Award Below Threshold) 4 







 



 
  
 Ben’s
Award Example Ben, Manager $200,000 base earnings, $60,000 total target award Corporate EBITDA Award Performance Actual Award Actual Award Scale (4:1) as % of Goal as a % of Target in Dollars Maximum 127% 200% $120,000 120% 172% $103,200 110%
132% $79,200 Goal 98–102% 100% $60,000 Threshold 90% 68% $40,800 HOW The formula IT’S CALCULATED to calculate your actual award as a percent of target is: (Actual Performance – Goal) x 4 + 100% = Actual Award as a % of Target Award
Performance Above Goal: (110%—102%) x 4 + 100% = 132% of Target Award Performance Below Goal: (90%—98%) x 4 + 100% = 68% of Target Award BEN’S ACTUAL AWARD FOR CORPORATE COMPONENT • EBITDA Performance: 110% of goal = actual award
of 132% of target Total Award = $79,200 Target Award x Award as % of Target = Actual Award $60,000 x 132% = $79,200 $100,000 $80,000 $60,000 $40,000 $20,000 $0 $60,000 $79,200 Target Award $60,000 Actual Award $79,200 5 







 



 
  
 Important
Administrative Plan Details If your employment status changes, your Plan participation and your award may be affected as described below: New Hires If you are hired during the Plan year — defined as the American Greetings fiscal year — and
are eligible to participate in the Executive Incentive Plan, you will receive a prorated incentive award for the period of time you participated in the Plan during the applicable fiscal year based on the base earnings paid to you during that period.
Promotions and Transfers If you are promoted during the Plan year, your target award or base earnings may change. If either of these do change, your award will be prorated as of the date of promotion or transfer based on the target award and base
earnings of the corresponding periods. Termination No award is earned if you separate from the Company for any reason (other than qualified leave of absence, disability, or death) before the completion of the fiscal performance period. Leave of
Absence, Disability, Death If you take a leave of absence, suffer a permanent disability or die, your actual award will be prorated as of the date of leave, permanent disability or death based on the target award and base earnings of the
corresponding periods. 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 an 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. 6 







 



 
  
 Important
Administrative Plan Details Incentive Award Incentive awards earned in the fiscal year will be paid to participants within two and one-half months following the end of the fiscal year, typically within 60 days after the end of the fiscal year. Plan
awards 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 awards either fall under the short-term deferral rules of Section 409A of the Internal
Revenue Code to exempt the payment of such Executive Incentive Plan benefits from the requirements of Section 409A or otherwise comply with the requirement of Section 409A. If incentive awards are subject to Section 409A, the Plan
will be interpreted in accordance with Section 409A and the regulations promulgated thereunder. 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 award earned is rounded to the nearest one-tenth of one percent. The actual incentive award is rounded to the nearest dollar. Questions If you have questions about the Executive 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 award. 7 







 



 
  
 Key Terms
The following provides definitions of some common terms used throughout this brochure. 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 direct or indirect compensation. Base earnings for Plan participants outside of the U.S. may be defined differently and may vary by country. Company The businesses of American Greetings
Corporation and its consolidated subsidiaries. Corporate EBITDA The sum of the Company’s earnings before interest, taxes, depreciation, and amortization as calculated based on the consolidated statement of cash flows. Eligibility You are
eligible to participate in the Executive Incentive Plan if you are an associate in job class 319 or higher and you are not eligible to participate in another Company-sponsored annual incentive plan. Fiscal Year March 1 through February 28
or 29 of the following calendar year. Participant Letter A letter, mailed to your home, outlining your personal target award opportunity and other information specific to your participation in the Plan. 8 







 



 
  
 Nothing in
this brochure or in any Participant Letter or addendum 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 Executive 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. In its capacity as administrator of the Executive Incentive Plan, American Greetings reserves the right to construe and interpret the Plan in all respects and
to make all determinations and take all actions necessary or advisable for the management and administration of the Executive Incentive Plan, including establishing, adopting or revising any rules as it may deem necessary. Any award earned under
this Executive Incentive Plan shall be subject to rescission, cancellation or recoupment, in whole or part, if and to the extent so provided under any “clawback,” recoupment or similar policy of American Greetings in effect on the date of
payment or that may be established thereafter. Interest in any award under the Executive Incentive Plan may not be assigned, alienated or encumbered by any Plan participant. 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. The Board of Directors (or committee thereof), the Co-Chief Executive Officers 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 a Co-Chief Executive Officer or the Chairman. The
Plan will be governed, construed and administered in accordance with the laws of the State of Ohio, without reference to its conflict of laws provisions. 9 







 



 
  
 american
greetings