Exhibit 10 (xxxii)
AMERICAN GREETINGS CORPORATION
RESTRICTED SHARES GRANT AGREEMENT
American Greetings Corporation, an Ohio corporation (the "Company"),
pursuant to the terms and conditions hereof, hereby grants to __________________
(the "Grantee") ________________ Class ____ Common Shares, $1 par value, of the
Company (the "Restricted Shares").
1. The Restricted Shares are in all respects subject to the terms,
conditions and provisions of this Agreement and the Company's 1997 Equity and
Performance Incentive Plan (the "Plan").
2. Until vested the Restricted Shares may not be sold, transferred,
pledged, assigned or otherwise encumbered, whether voluntarily, involuntarily or
by operation of law, and will be forfeited to the Company if the Grantee
voluntarily terminates his employment with the Company unless such termination
is deemed to be a termination by the Company "without cause"; provided, however,
notwithstanding anything contained herein to the contrary, that the Grantee's
rights with respect to Restricted Shares may be transferred by will or pursuant
to the laws of descent and distribution. The certificate or certificates
representing the Restricted Shares will bear a legend evidencing the
restrictions contained herein. The substantial risk of forfeiture and
restrictions on transfer imposed on the Restricted Shares shall lapse, and the
Restricted Shares shall vest, on the third anniversary of the date hereof.
3. The Restricted Shares will be issued in the name of the Grantee. The
Company's transfer agent and/or share transfer records will show the Grantee as
the owner of record of the Restricted Shares. Except as otherwise provided in
this Agreement, the Grantee will have all the rights of a shareholder of the
Company, including the right to vote and receive dividends.
4. The Company or the Company's agent will hold the Restricted Shares
for the period of time that the Restricted Shares are subject to forfeiture
(until vested) and the certificate or certificates representing the Restricted
Shares will be delivered to the Grantee after the Restricted Shares are no
longer subject to forfeiture. The Grantee shall execute and deliver to the
Company one or more blank stock powers so that the Restricted Shares that may be
forfeited can be canceled or transferred to the Company.
5. Notwithstanding anything to the contrary in this Agreement, the
Restricted Shares awarded to the Grantee hereunder shall immediately vest (no
longer be subject to the substantial risk of forfeiture and no longer be subject
to restriction on transfer) in the Grantee and a certificate or certificates
representing the Restricted Shares shall be delivered to the Grantee or the
Grantee's estate, as the case may be, upon (i) the Grantee's death or
disability, (ii) a Change in Control of the Company (as defined in the Plan), or
(iii) the termination "without cause" of the Grantee's employment by the
Company. Termination shall be deemed to be "without cause" unless the Board of
Directors of the Company, or its designee, in good faith determines that
termination is because of any one or more of the following:
The Grantee's:
(a) fraud;
(b) misappropriation of funds;
(c) commission of a felony or of an act or series of acts which result
in material injury to the business reputation of the Company;
(d) commission of a crime or act or series of acts involving moral
turpitude;
(e) commission of an act or series of repeated acts of dishonesty that
are materially inimical to the best interests of the Company;
(f) willful and repeated failure to perform his duties, which failure
has not been cured in all substantial respects within fifteen (15)
days after the Company gives written notice thereof to the Grantee;
or
(g) material breach of any material provision of any employment
agreement with the Company, which breach has not been cured in all
substantial respects within ten (10) days after the Company gives
written notice thereof to the Grantee.
In addition, the Grantee may terminate his employment with the Company,
and such termination shall be deemed a termination by the Company "without
cause" if:
(a) the Company reduces the Grantee's title, responsibilities, power or
authority in comparison with his title, responsibilities, power or
authority on the date hereof;
(b) the Company assigns the Grantee duties which are inconsistent with
the duties assigned to the Grantee on the date hereof and which
duties the Company persists in assigning to the Grantee despite the
prior written objection of the Grantee; or
(c) the Company reduces the Grantee's annual base compensation (unless
such decrease is proportionate with a decrease in the base
compensation of the executive officers of the Company as a group),
or materially reduces his group health, life, disability or other
insurance programs (including any such benefits provided to the
Grantee's family), his pension, retirement or profit-sharing
benefits or any benefits provided by the Company, or excludes him
from any plan, program or arrangement, including but not limited to
bonus or incentive plans, in which the other executive officers of
the Company are included.
6. For purposes of this Agreement the Grantee shall be considered
"disabled" if the Grantee is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment,
which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve (12) months. All determinations of
whether the Grantee is disabled shall be made in accordance with Internal
Revenue Code Section 409A.
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7. On any change in the number or kind of outstanding common shares of
the Company by reason of a recapitalization, merger, consolidation,
reorganization, separation, liquidation, share split, share dividend,
combination of shares or any other change in the corporate structure or common
shares of the Company, the Company, by action of the Compensation and Management
Development Committee (the "Committee"), is empowered to make such adjustment,
if any, in the number and kind of Restricted Shares subject to this agreement as
it considers appropriate for the protection of the Company and of the Grantee.
8. No later than the date as of which an amount first becomes
includable in the gross income of the Grantee for federal income tax purposes
with respect to the Restricted Shares granted hereunder, the Grantee shall pay
to the Company, or make arrangements satisfactory to the Committee regarding the
payment of, any federal, state or local taxes of any kind required by law to be
withheld with respect to that amount. Unless otherwise determined by the
Committee, withholding obligations may be settled with previously owned common
shares or Restricted Shares that have vested. The making of that payment or
those arrangements is a condition to the obligations of the Company under the
Plan, and the Company may, to the extent permitted by law, deduct any taxes from
any payment of any kind otherwise payable to the Grantee or the Company may
retain such number of the Restricted Shares covered by the grant evidenced by
this Agreement as shall be equal in value to the amount of the remaining
withholding obligation.
9. Nothing in this Agreement shall affect in any manner any conflicting
or other provision of any other agreement between the Grantee and the Company.
Nothing contained in this Agreement shall limit whatever right the Company might
otherwise have to terminate the employment of the Grantee.
10. The laws of the State of Ohio govern this Agreement, the Plan and
the Restricted Shares granted hereunder. If any provision of this Agreement
conflicts with any provision in the Plan, the provisions of the Plan shall
govern.
IN WITNESS WHEREOF, the Company has caused its corporate name to be
subscribed by its duly authorized officer as of the __ day of ____, 20__.
AMERICAN GREETINGS CORPORATION
By ___________________________
The foregoing is hereby accepted.
_________________________________
(Signature)
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