exv10w1






Exhibit 10.1







	Rewards for your Contributions
to Our Success
Key Management Annual Incentive Plan • Fiscal Year 2012





 









 












	Creativity...Innovation...
Collaboration...
Our commitment to these ideals has allowed us to become one of the world’s largest publicly
owned developers, 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 Key Management Annual Incentive 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
building on our business principles, strengthening our marketplace position and generating
value for our shareholders.
Table of Contents
Plan Objectives and Who is Eligible. . . . . . . . . . . . . . . . . . . . . . 2
How the Plan Works. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Emphasis of Each Plan Component. . . . . . . . . . . . . . . . . . . . . 4
Measuring Performance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Corporate Component. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Business Unit Component. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Individual Component. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Example Calculation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Important Administrative Plan Details. . . . . . . . . . . . . . . . . . . 12
Key Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
1





 









 












	Plan Objectives
• Focuses on shareholder value and profitable revenue
growth | Our shareholders expect us to evaluate our
results in the same way they do
• Emphasizes teamwork and mutual cooperation |
Our success depends on the collaborative effort within
each of our business units
• Demonstrates the importance of personal drive and
commitment to quality | Individual contributions are
the foundation of our collective accomplishments
• Rewards leaders for success | Award opportunity is
greatest when attention is given to the achievement of
objectives in each of the three performance areas
Watch for Your Participant Letter
You will receive a Participant Letter that outlines information specific to your participation in the Plan:
• Your assigned business unit and sub-business unit, if any
• The performance multiplier for your business unit and sub-business unit
• Your total target award
Who Is Eligible
You are eligible to participate in the Plan if you are a Key
Manager or Corporate-level Officer in one of the following
primary business units:
• Corporate Consolidated
• Total Social Expressions Group (SEG)
• AG Intellectual Properties Group
• AG Interactive
• AG Properties
• UK Greetings
• John Sands Group
Refer to the sections entitled Important Administrative Plan
Details and Key Terms for additional details
on eligibility for participation in the Plan.
2




 









 











	How the Plan Works
The Plan provides a cash award for the achievement of goals in three key performance areas
measured over a 12-month fiscal year. Success in these key areas helps American Greetings
create shareholder value and ensure profitable growth over the long term.
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 based on your job level
• The award you would earn if each goal is achieved in each performance area
The amount of the award you receive will increase or decrease based on actual performance
in these three key areas:
American Greetings will establish goals at the beginning of each fiscal year:
• Corporate goals are developed by management and approved by the Board of Directors.
• Business unit goals are developed by each business unit based on its strategic
direction, business opportunities and growth projections. These goals, as they apply to our
Section 16 officers, are approved by the Board of Directors.
• Individual performance goals are established with your manager through the
Performance Management Process.
At the end of the fiscal year, American Greetings determines the extent to which each
goal has been met.
Corporate
Performance
Business Unit
Performance
Individual
Performance
3
E X A M P L E
If base earnings are $70,000
and target award percentage
is 10% of base earnings,
total target award is $7,000.
Base Earnings ($70,000)
x
Target Award % (10%)
=
Target Award ($7,000)





 









 












	Emphasis of Each Plan Component
For all plan participants, the business unit component is 50% of your total target award.
The weights for the corporate and individual components vary based on the potential the
job role has to affect these results.
The more senior the role, the greater the impact these individuals’ decisions have on the
achievement of corporate objectives. Therefore, senior job levels have a heavier weighting
on the corporate component and less senior job levels have a heavier weighting assigned
to the individual component.
F I S C A L Y E A R 2 0 1 0 WE I G H T I N G S
Job Level
Corporate Business Unit Individual
Chairman of the Board
CEO
President and COO
Corporate-level Senior Vice Presidents
Other Section 16 Executive Officers
30% 50% 20%
Corporate-level Vice Presidents
Executive Directors
Key Managers 1 and 2
20% 50% 30%
E X A M P L E
Ben:
• Key Manager 1,
Total Social Expressions
Group (SEG)
• $70,000 base earnings
• $7,000 total target award
(10% of base earnings)
$2,100 = Individual
($7,000 x 30%)
$1,400 = Corporate
($7,000 x 20%)
$3,500 = Business Unit
($7,000 x 50%)
4





 









 












	Measuring Performance
When American Greetings results for the fiscal year are final, the company assesses
achievement of goals in each performance area. Performance in each area will determine your
actual Plan award.
Awards for the corporate and business unit components are based on the financial performance
award scale. Individual awards are based on your performance rating.
Individual
Performance
Total
Award
Corporate
Performance
Business Unit
Performance + + =
Financial Performance Award Scale
Your actual award is based on fiscal year-end
performance results using the award scale
shown at left for corporate and business
unit financial measures. (See Measuring
Performance table on page 6 for details.)
To earn an award, performance in each area
must at least reach threshold. There is no
award for below-threshold performance.
Achieving goal means American Greetings
pays awards at target levels.
Performance above goal will result in an
increased award up to a maximum level. The
award range for American Greetings financial
measures is 0% — 200% of target award.
Actual Award
200% of Target
100% of Target
THRESHOLD X% of Target*
0% of Target
(No Award
Below Threshold)
Performance
Above Goal
Goal
Below Goal
Below Threshold
G O A L
MAXIMUM
Performance Multiplier —
How It’s Used in the Award Scale
Performance multipliers are
another way to think about
the award scale. There is a
relationship between performance
and your actual award.
For example, there is a 4:1
multiplier for the Corporate EPS
measure. This means that for
every 1% increase or decrease in
the percentage of goal achieved,
the Corporate EPS target award
will be adjusted up or down by 4%
to determine the actual award.
Performance multipliers vary (see
the Appendix on page 14 for
complete list).
5





 









 












	Corporate Component
The corporate component consists of two parts:
• Corporate Earnings per Share (EPS)
• Corporate Total Revenue (Total Revenue)
Each of these parts is weighted. The Plan is designed
to emphasize the importance of our leaders’ abilities to
influence EPS, while paying attention to how they can
affect Total Revenue. The weighting applied to the total
target award for the corporate component is:
• 90% for EPS
• 10% for Total Revenue
The potential award under the corporate component
ranges from 0% to 200% of target award. Performance
has a direct impact on actual award. For every 1%
increase or decrease in the percentage of goal achieved:
• EPS target award will be adjusted up or down by
4% to determine the actual award for this part of the
corporate component.
• Total Revenue target award will be adjusted up or
down by 5% to determine the actual award (Total
Revenue goal is defined as a range between 97%
and 103% of goal).
You can earn up to 200% of the total target award for
the corporate component based on EPS performance,
Total Revenue performance or a combination of the two.
Performance Measures
METRIC WHY IT’S IMPORTANT
Corporate Earnings
per Share (EPS)
EPS shows how much profit was generated on a per share
basis. It communicates to the investment community the
power the company has to make money. The higher our
EPS, the greater value the company is able to provide its
shareholders.
Corporate
Total Revenue
(Total Revenue)
When investing in a company, an investor wants to see it
grow or improve over time. Management sets a Corporate
Total Revenue goal each year to keep activities focused on
growing the business year-over-year.
Earnings Before
Interest and Taxes
(EBIT)
EBIT is also known as operating income. It measures the
business unit’s earnings before the deduction of interest
payments and taxes.
Refer to the section entitled Key Terms for definitions for these financial measures.
Total Revenue Goal Is a Range
The Total Revenue portion of the corporate component has a goal defined as
a range. That’s because American Greetings believes we have met our Total
Revenue objective if we perform between 97% and 103% of goal.
6





 









 












	Corporate Component
C O R P O R A T E E P S
Award Scale
(4:1)
Performance
as % of Goal
Actual Award
as a % of Target
Actual Award
in Dollars
Maximum 127.5% 200% $2,800
120% 170% $2,380
110% 130% $1,820
Goal 100% 90% $1,260
95% 70% $980
Threshold 90% 50% $700
H O W I T ’ S C A L C U L A T E D
The formula to calculate your actual award as a percent of target is:
(Actual Performance – Goal) x 4 + 90% = Actual Award as a % of Target Award
Performance Above Goal: (105% — 100%) x 4 + 90% = 110% of Target Award
Performance Below Goal: (95% — 100%) x 4 + 90% = 70% of Target Award
C O R P O R A T E T O T A L R E V E N U E
Award Scale
(5:1)
Performance
as % of Goal
Actual Award
as a % of Target
Actual Award
in Dollars
Maximum 141% 200% $2,800
125% 120% $1,680
105% 20% $280
Goal 97% – 103% 10% $140
96% 5% $70
Threshold 95% 0% $0
H O W I T ’ S C A L C U L A T E D
The formula to calculate your actual award as a percent of target is:
(Actual Performance – Goal) x 5 + 10% = Actual Award as a % of Target Award
Performance Above Goal: (105% — 103%) x 5 + 10% = 20% of Target Award
Performance Below Goal: (96% — 97%) x 5 + 10% = 5% of Target Award
B E N ’ S A C T U A L AWA R D F O R C O R P O R AT E C OMP O N E N T
• EPS Actual Performance: 95% of goal = actual award of 70% of target ($980)
• Total Revenue Actual Performance: 125% of goal = actual award of 120%
of target ($1,680)
E X A M P L E
Ben, Key Manager 1
$7,000 total target award
• $1,400 corporate component
(20% of total target award)
• $1,260 Corporate EPS
(90% of total corporate component)
• $140 Corporate Total Revenue
(10% of total corporate component)
Corporate Performance Threshold
Each part of the corporate component
has its own performance threshold:
• EPS: 90% of goal
• Total Revenue: 95% of goal
The performance threshold must be
met to earn an actual award for
that measure. Total Award: $980 + $1,680 = $2,660
7





 









 












	Business Unit Component
The award for your primary business unit
component will be based on performance
in either:
• Business Unit Pro Forma EBIT
• Product Line Contribution (PLC)
or
• Corporate EBIT
All associates are assigned to a primary business unit.
Some will also be assigned to a sub-business unit,
which may have different performance measures.
Refer to your personalized Participant Letter for your
assigned business unit and sub-business unit,
if applicable, and performance multiplier.
See the Appendix on page 14 for more details.
Business Unit Performance Threshold
• All primary and sub-business units have a performance
threshold of 90% of goal.
Award: $3,220
E X A M P L E
Ben, Key Manager 1
$7,000 total target award
• $3,500 business unit component (50% of total target award)
T O T A L S E G
Award Scale
(4:1)
Performance
as % of Goal
Actual Award
as a % of Target
Actual Award
in Dollars
Maximum 125% 200% $7,000
120% 180% $6,300
115% 160% $5,600
110% 140% $4,900
105% 120% $4,200
Goal 100% 100% $3,500
98% 92% $3,220
95% 80% $2,800
Threshold 90% 60% $2,100
H O W I T ’ S C A L C U L A T E D
The formula 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% — 100%) x 4 + 100% = 140% of Target Award
Performance Below Goal: (98% — 100%) x 4 + 100% = 92% of Target Award
B EN’ S ACTUA L AWA R D FOR BUS INE S S UNI T COMPONENT
Total SEG Actual Performance: 98% of goal = actual award of 92%
of target ($3,220)
8





 









 












	Individual Component
Your award under the individual component is based on your performance rating under
the performance management process. Based on your performance rating, you will receive
0% to 200% of your target award, as shown in the chart below.
Performance Rating
Actual Award
as a % of Target
Exceeds Expectations (Manager Discretion) 200%
Exceeds Expectations 150%
Meets Expectations 100%
Improvement Expected/Performance Below Peer Level 0%
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 EPS performance is below threshold, associates with a performance
rating of “Exceeds Expectations” will receive an award for the individual performance
component as shown in the chart above.
Individuals with a “Meets Expectations” or “Improvement Expected/Below Peer Level”
performance rating will not receive any portion of the individual performance incentive
if Corporate EPS performance is below threshold.
E X A M P L E
Ben, Key Manager 1
$7,000 total target award
• $2,100 individual component
(30% of total target award)
• Individual Actual Performance:
Exceeds Expectations
Individual Target Award $ 2,100
x Actual Award
as a % of Target x 150%
Individual Performance
Actual Award $ 3 , 1 5 0
Senior Executive Officers
Refer to the fiscal year 2012 Addendum to the
Individual Performance Component, included
with your Award Letter, for a complete
description of how individual performance
under the Key Management Annual Incentive
Plan applies to you.
9






 









 












	Example Calculation
Here is an example of how your actual award is determined.
$2,100 = Individual Target
($7,000 x 30%)
Individual Performance
Individual Performance Rating
$1,400 = Corporate Target
($7,000 x 20%)
• $1,260 EPS
• $140 Total Revenue
Corporate Goal
• $1.25 Corporate EPS
• $1.7 Billion Corporate
Total Revenue
$3,500 = Business Unit Target
($7,000 x 50%)
Business Unit Goal
$140 Million Total SEG
E X A M P L E
Ben, Key Manager 1
Total Social Expressions
Group (SEG)
Base Earnings: $70,000
Total Target Award: $7,000
(10% of base earnings)
A C T U A L P E R F O R M A N C E
The chart below outlines the performance goals and actual performance in the three categories —
American Greetings corporate and business unit and Ben’s individual performance.
Performance Performance and Award Results
Component and Measure Goal Actual Performance Performance
as a % of Goal
Award as a
% of Target
Corporate Component
Corporate EPS $1.25 per share $1.19 per share 95% 70%
Corporate Total Revenue $1.7 Billion $2.1 Billion 125% * 120%
Business Unit Total Revenue
Total SEG Pro Forma EBIT $140 Million $137.2 Million 98% 92%
Individual Component
Individual Performance Rating Meets Expectations Exceeds Expectations N/A 150%
* Goal is a range from 97% — 103% of target.
To illustrate how awards
are calculated, examples of
performance goals are
provided in this brochure.
Performance is included in
the examples to calculate
example awards. These are
examples only; performance
goals will be different and
may be higher or lower than
the examples provided.
10






 









 












	Ben’s Total Award Example:
Here’s a look at Ben’s total award based on the performance shown on the previous page.
Total Target Award $7,000 Total Actual Award $9,030
0
2,000
4,000
6,000
8,000
$10,000
$3,500
$2,100
$3,150
$3,220
$2,660
$1,400
C O R P O R AT E C O M P O N E N T
Target Award x Award as % of Target = Actual Award
Corporate EPS
$1,400 x 70% = $980
Corporate Total Revenue
$1,400 x 120% = $1,680
Total = $2,660
B U S I N E S S U N I T C O M P O N E N T
Target Award x Award as % of Target = Actual Award
$3,500 x 92% = $3,220
I N D I V I D U A L C O M P O N E N T
Target Award x Award as % of Target = Actual Award
$2,100 x 150% = $3,150
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	New Hires
If you are hired during the Plan
year — defined as the American
Greetings fiscal year ending February
29, 2012 — and are eligible to
participate in the Key Management
Annual Incentive Plan, you will
receive a prorated incentive award
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 award,
base earnings, business unit goal
and corresponding performance
multiplier may change. If any of
these do change, your award 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 actual award
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.
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 Compensation Plan, the
terms of the Omnibus Incentive
Compensation 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 award.
Incentive Award
Incentive awards earned in fiscal year
2012 will be paid to participants within
two and one-half months following the
end of fiscal 2012, 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
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
award earned is rounded to the
nearest one-tenth of one percent. The
actual incentive award is rounded to
the nearest dollar.
Important Administrative Plan Details
If your employment status changes, your Plan participation and any payouts may be affected as described below:
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	• 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.
• 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 net
income divided by the total
number of planned shares
outstanding as calculated on
a fully diluted basis.
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
• Canada
• Corporate Staff (Delta, Finance, HR,
ISD, Legal)
• Creative
• Creative Products
• Field Sales
• Field Sales Operations (FSO)
• Global Sourcing
• Greeting Cards
• Inbound Licensing
• Plants
• Papyrus-Recycled Greetings
• 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 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 Compensation Plan.
• 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.
• Eligibility. You are eligible
to participate in the Key
Management Annual
Incentive Plan if you are a
Key Manager or Corporatelevel
Officer in one of the
following primary business
units and you do not
participate in another
Company-sponsored annual
incentive plan.
• 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, intercompany
payables and
income taxes).
• PLC Definition. Product
Line Contribution equals
gross sales less all of the
following: allowances for
obsolete cards (AOC); cost of
markdowns and unsaleables;
retail allowances; off-invoice
discounts; cost of goods sold
at standard cost; assortment
labor; cost of caption locator
cards, displayer and point-ofpurchase
materials; cost
of SBT scrap and shrink; and
the cost of finished goods
scrap.
• Total Social Expressions
Group (SEG). Equals
NAGCD pro forma EBIT
(includes Corporate Expense)
+ AGI In-Store pro forma
EBIT.
13






 









 












	Business Unit/Participants
Business Unit Components
Performance Measure Weight
Performance
Multipliers1
Primary Unit Sub Unit
Primary
Unit
Sub
Unit
Primary
Unit
Sub
Unit
Corporate Consolidated: Chairman, CEO,
President and COO, Corporate-level
Senior Vice Presidents and other Section
16 Executive Officers
Corporate EBIT 100% 4
Canada, Corporate Staff (Delta, Finance,
HR, ISD, Legal), Creative, Creative
Products, Field Sales, FSO, Global
Sourcing, Greeting Cards, Plants, all
other North American Greeting Card
Division units
Total SEG 100% 4
Inbound Licensing Total SEG AG Interactive
pro forma EBIT
50% 50% 4 2
AGI In-Store Total SEG AGI In-Store pro
forma EBIT
50% 50% 4 2
Papyrus-Recycled Greetings Total SEG PRG PLC 40% 60% 4 2
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
Appendix
The following section provides additional details about the Plan, including details about the business units, their performance measures and
performance multipliers used in the award scales.
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 at right and on your
personalized Participant
Letters, as appropriate
1 For every 1% increase or
decrease in the percentage of
goal achieved, target award will
be adjusted up or down by 1%
times the multiplier to determine
actual award
14






 









 












	American Greetings reserves the right to terminate or make changes to the Program, including
retroactively, at any time without prior notice to any of the Program’s participants (provided that
no amendment to the Program 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 Program.
Any such alteration or amendment must be done in writing. No participant should rely on an
alteration or amendment to this Program unless it is made in writing and signed by the Chief
Executive Officer or the Chairman.
Any award earned under this Key Management Annual Incentive Plan shall be subject to
rescission, cancellation or recoupment, in whole or part, if and to the extent so provided under
any “clawback” or similar policy of American Greetings in effect on the date of payment or that
may be established thereafter, including, without limitation, any “clawback” or recoupment
policy of American Greetings as may be adopted by American Greetings from time to time as
required by Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank
Wall Street Reform and Consumer Protection Act, or as otherwise required by applicable law.
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 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.
15






 









 












	Notes
16




 









 












	Notes
17





 









 














 











 












SENIOR EXECUTIVE OFFICER

ADDENDUM TO INDIVIDUAL PERFORMANCE COMPONENT OF

FY2012 AMERICAN GREETINGS KEY MANAGEMENT ANNUAL INCENTIVE PLAN



INDIVIDUAL PERFORMANCE



Notwithstanding the description of the Individual Performance component included in the booklet
(the “Plan Booklet”) outlining the Fiscal 2012 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:





	•	 	Specific award percentages for the individual
performance component are replaced with award ranges,
thereby giving managers more discretion to adjust the
percentage of the individual award based on an
individual’s performance.
	 
	•	 	Senior Executive Officers who receive an “Exceeds
Expectations (Manager Discretion)” performance rating
will earn between 150% and 200% of their target award
under the individual performance component. Those who
receive an “Exceeds Expectations” performance rating
will earn between 100% and 150% of their target award
under the individual performance component. And those
who receive a “Meets Expectations” performance rating
will earn between 50% and 100% of their target award
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 participants achieved the performance objectives that had
been defined at the beginning of the year.



Managers rank participants based on their relative performance and determine actual performance
ratings and individual performance awards based on these rankings and the targeted distribution of
performance ratings.





	•	 	For Senior Executive Officers, the targeted
distribution of participants for the “Exceeds
Expectations (Manager Discretion)” performance rating
is 0% to 10%; the targeted distribution for the
“Exceeds Expectation” performance rating is 20% to 30%;
the targeted distribution for the “Meets Expectations”
performance rating is 60%; and the targeted
distribution for the “Improvement Expected /
Performance Below Peer Level” is 10%. (See chart on the
following page.)
	 
	•	 	Senior Executive Officers who receive an “Exceeds
Expectations (Manager Discretion)” performance rating
will receive between 150% and 200% of their




 









 











FY2012 KEY MANAGEMENT ANNUAL INCENTIVE PLAN SENIOR EXECUTIVE OFFICER ADDENDUM





	 	 	target individual award, as determined by his or her manager.
	 
	•	 	Senior Executive Officers who receive an “Exceeds
Expectations” performance rating will receive between
100% and 150% of their target individual award, as
determined by his or her manager.
	 
	•	 	Senior Executive Officers who receive a “Meets
Expectations” rating will receive between 50% and 100%
of their target individual award, as determined by his
or her manager.
	 
	•	 	As with other participants, Senior Executive
Officers who receive an “Improvement Expected /
Performance Below Peer Level” rating will not receive
an individual performance award and will only receive
50% of any award otherwise earned under the corporate
and business unit components.




As with other participants, if corporate EPS performance is below the performance threshold, only
those Senior Executive Officers with a performance rating of “Exceeds Expectations” or “Exceeds
Expectations (Manager Discretion)” may receive awards for the individual performance measure.





	•	 	Participants, including Senior Executive Officers,
who receive an “Exceeds Expectations” or “Exceeds
Expectations (Manager Discretion)” performance rating
will receive an award for the individual performance
component as shown in the table below.
	 
	•	 	Senior Executives who receive a “Meets
Expectations” or “Improvement Expected / Below Peer
Level” performance rating will not receive any portion
of the individual performance award.




The schedule below shows how individual awards 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 Booklet remains unchanged. In the event of a conflict between the terms
described in the Plan Booklet and this Addendum, the terms set forth in this Addendum will govern.




	 	 	 	 	 
	 	 	Target Performance	 	Actual Award
	Performance Rating	 	Rating Distribution	 	as a % of Target
	Exceeds Expectations (Manager Discretion)
	 	0 - 10%	 	150% - 200%
	Exceeds Expectations
	 	20% - 30%	 	100% - 150%
	Meets Expectations
	 	60%	 	50% - 100%
	Improvement Expected / Performance Below
Peer Level
	 	10%	 	0%