EXHIBIT 10(I)(a)(xxiii)
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made at Cleveland, Ohio, this 1st day of June
1991, by and between AMERICAN GREETINGS CORPORATION, an Ohio corporation (herein
called the "Corporation") and Xxxxxxx X. Xxxxx (herein called "Employee").
In consideration of the covenants hereinafter set forth, the parties
hereto mutually agree as follows:
1. Subject to the provisions hereof, the Corporation shall employ
Employee as an officer of the Corporation, either elected by the Board of
Directors or appointed by the Executive Committee, or as an officer of a
subsidiary company with such duties and responsibilities as may be
assigned from time to time by the Board of Directors or the Executive
Committee of the Board of Directors of the Corporation and Employee shall
devote his full business time and attention and give his best efforts to
the business affairs of the Corporation and/or of such of its subsidiaries
as the Board of Directors of the Executive Committee or the Board of
Directors of the Corporation may from time to time determine. Employee
recognizes that in serving as an officer of the Corporation or as an
officer of a subsidiary he serves in such capacity solely at the pleasure
of the Board of Directors or the Executive Committee of the Board of
Directors of the Corporation and that his employment in such capacity or
in any other capacity may be terminated at any time by the Board of
Directors or the Executive Committee of the Corporation.
2. The Corporation or a subsidiary shall, during the term of this
Employment Agreement, pay to Employee as minimum compensation for his
services a base salary at a rate to be fixed by the Board of Directors or
the Executive Committee or the Chairman of the Executive Committee, which
rate shall not be less than $70,000.00 per year, plus such additional
compensation as the Board of Directors or the Chairman of the Executive
Committee or the Executive Committee of the Board of Directors of the
Corporation may from time to time determine.
3. Employee covenants and agrees that in consideration of his
employment as an officer of the Corporation or as an officer of a
subsidiary he shall not for a period of twelve months after leaving the
employ of the Corporation or a subsidiary, regardless of the reason for
such leaving, enter into the employment, directly or indirectly or in a
consulting or free xxxxx capacity, of any person, firm or corporation in
the United States or Canada, which at such date of leaving the employ of
the Corporation or a subsidiary shall be manufacturing or selling products
that are substantially similar in nature to the products being then
manufactured or sold by the Corporation or the subsidiary.
4. In the event that the employment of Employee under this
Employment Agreement is terminated by the Corporation or subsidiary, the
Corporation covenants and agrees that it shall pay or cause to be paid to
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Employee a continuing salary at a rate which shall be the highest base
salary rate paid Employee during the preceding six-month period for a
period of time equivalent to one-half month for each year of employment by
the Corporation or a subsidiary of the Employee, but in no event to be
less than a period of three months nor greater than a period of twelve
months. The provisions of this paragraph shall not be applicable if the
Employee is terminated because of a gross violation of his obligations to
the Corporation.
5. In the event that Employee shall cease to be employed as an
officer of the Corporation or a subsidiary but shall continue in the
employ of the Corporation or a subsidiary, then this Employment Agreement
shall terminate twelve months after the date that Employee ceases to be
employed as an officer of the Corporation or a subsidiary.
6. I agree that during the period of my employment and
thereafter, I will keep confidential and will not disclose any
information, records, documents or trade secrets of the Corporation
acquired by me during my employment, and except as required by my
employment, will not remove from the Corporation's premises any record or
other document relating to the business of the Corporation; or make copies
thereof; it being recognized by me that such information is the property
of the Corporation.
7. This Agreement shall be applied and interpreted under the laws
of the State of Ohio.
AMERICAN GREETINGS CORPORATION
By /s/ Xxxxx Xxxxx
----------------------------
President
/s/ Xxxxxxx X. Xxxxx
----------------------------
Employee
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