Loan Agreement - American Greetings Corp. and Edward Fruchtenbaum
LOAN AGREEMENT This Loan Agreement is executed this 1st day of March, 1990, by and between American Greetings Corporation (AGC) and Edward Fruchtenbaum (Fruchtenbaum). In consideration for the attached signed promissory note, AGC hereby loans Fruchtenbaum $200,000.00, receipt of which Fruchtenbaum hereby acknowledges. At the end of each fiscal year commencing February 28, 1991, AGC agrees to forgive $20,000.00 of principal. Beginning February 28, 1991, and on each February 28th thereafter until February 28; 2001, Fruchtenbaum shall pay simple interest of 10% per annum based on the principal balance at the beginning of each fiscal year plus accrued unpaid interest. AGC agrees to forgive the entire remaining principal balance plus accrued interest if and when Fruchtenbaum dies, becomes totally disabled, is terminated by AGC, is terminated as a result of a change in control of AGC, or retires or terminates his employment as mutually agreed to by AGC and Fruchtenbaum. Fruchtenbaum will report the forgiveness of principal hereunder on his individual tax returns. This loan shall be unsecured. American Greetings Corporation By: /s/ Irving I. Stone /s/ Edward Fruchtenbaum -------------------------- ----------------------------- Edward Fruchtenbaum <PAGE> 2 ANNUAL PAYMENTS Period Principal Principal Payment/ Interest Interest (Fiscal Year) At Beginning At End Forgive Rate Expense ------------- ------------ ------ ------- ---- ------- Year 1 200,000 180,000 20,000 10.00% 20,000 Year 2 180,000 160,000 20,000 10.00% 18,000 Year 3 160,000 140,000 20,000 10.00% 16,000 Year 4 140,000 120,000 20,000 10.00% 14,000 Year 5 120,000 100,000 20,000 10.00% 12,000 Year 6 100,000 80,000 20,000 10.00% 10,000 Year 7 80,000 60,000 20,000 10.00% 8,000 Year 8 60,000 40,000 20,000 10.00% 6,000 Year 9 40,000 20,000 20,000 10.00% 4,000 Year 10 20,000 0 20,000 10.00% 2,000 110,000 <PAGE> 3 PROMISSORY NOTE March 1, 1990 Cleveland, Ohio On terminating my employment with American Greetings Corporation (AGC) without AGC's written consent, for value received, I promise to pay to the order of AGC within two business days of such termination the beginning principal balance set forth in the attached schedule for the fiscal year of my termination at 10500 American Road, Cleveland, Ohio, with accrued unpaid simple interest at the rate of 10% per annum on the beginning principal balance for each fiscal year as set forth in attached schedule. /s/ Edward Fruchtenbaum ----------------------------------- Edward Fruchtenbaum