AMERICAN GREETINGS CORPORATION 2007 OMNIBUS INCENTIVE COMPENSATION PLAN PERFORMANCE SHARE GRANT AGREEMENTPerformance Share Grant Agreement • April 29th, 2008 • American Greetings Corp • Greeting cards • Ohio
THIS AGREEMENT, dated as of the Grant Date stated above, is by and between American Greetings Corporation (the “Company” or “American Greetings”) and Grantee.
AMENDMENT NO. 4 TO CREDIT AGREEMENTCredit Agreement • April 29th, 2008 • American Greetings Corp • Greeting cards • New York
This AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”) is entered into as of March 28, 2008, by and among the following: (i) AMERICAN GREETINGS CORPORATION, an Ohio corporation (the “Company”); (ii) the Subsidiary Guarantors, as defined in the Credit Agreement referred to below; (iii) the Lenders, as defined in the Credit Agreement, signatory hereto; and (iv) NATIONAL CITY BANK, as Global Agent, as defined in the Credit Agreement.
March 28, 2008 Steven W. Willensky Gates Mills, OH 44040 Dear Steve:Separation Agreement • April 29th, 2008 • American Greetings Corp • Greeting cards • Ohio
This Letter Agreement, together with Exhibit A (“General Release”) attached hereto (collectively, the “Agreement”), reflects our mutual understanding regarding your separation from employment as a result of your resignation from American Greetings Corporation (the “Company”, and together with its subsidiaries and affiliates, “American Greetings”) and sets forth the benefits that you will be eligible to receive under this Agreement.
Date] Catherine M. Kilbane, Sr. Vice President General Counsel and Secretary American Greetings Corporation One American Road Cleveland, OH 44144 Re: (1) Election to Receive Director Compensation in Cash or Common Shares under the American Greetings...Director Compensation Agreement • April 29th, 2008 • American Greetings Corp • Greeting cards
This will serve as my instructions on the form of payment of the fees I receive as compensation for serving on the Board of Directors (“Compensation”) during the fiscal year beginning March 1, and ending February , (“Fiscal ”). In addition, if I elect below to defer any portion of the Compensation I receive during the calendar year beginning January 1, and ending December 31, (“Calendar ”), this will serve as my deferral agreement with respect to such deferral under the Deferred Compensation Plan.
THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • April 29th, 2008 • American Greetings Corp • Greeting cards • New York
THIS THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”) dated as of March 28, 2008 is entered into among AGC FUNDING CORPORATION (the “Seller”), AMERICAN GREETINGS CORPORATION (in its individual capacity, “Greetings”), in its capacity as servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), PNC BANK, NATIONAL ASSOCIATION (in its individual capacity, “PNC”), as purchaser agent for Market Street Funding LLC, as Administrator for each Purchaser Group (in such capacity, the “Administrator”) and as issuer of Letters of Credit (in such capacity, together with its successors and permitted assigns in such capacity, the “LC Bank”), MARKET STREET FUNDING LLC (in its individual capacity, “Market Street”), as a Conduit Purchaser and as a Related Committed Purchaser, LIBERTY STREET FUNDING LLC (f/k/a Liberty Street Funding Corp.), as a Conduit Purchaser and THE BANK OF NOVA SCOTIA (“BNS”), as a Relate
AGREEMENT FOR DEFERRED COMPENSATION BENEFITSDeferred Compensation Agreement • April 29th, 2008 • American Greetings Corp • Greeting cards
American Greetings Corporation (the “Employer”) has established the American Greetings Corporation Executive Deferred Compensation Plan (together with any amendments thereto, the “Plan”), under which the Employer and a Participant may negotiate the portion of such Participant’s annual Compensation to be paid as Deferred Compensation Benefits under the Plan. In connection with the Plan, the Employer has also adopted a trust, which will hold and invest amounts accumulated to pay benefits under the Plan, subject only to the claims of the Employer’s general creditors in the event of its bankruptcy or insolvency (in accordance with the terms of such trust). In consideration of the mutual covenants herein contained and subject to the terms of the Plan, the Employer and the undersigned Participant hereby agree as follows:
