Sample Business Contracts

Severance Agreement - American Greetings Corp. and Jon Groetzinger Jr.

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         This Agreement ("Agreement") is made this 8th day of April 2003,
between Jon Groetzinger, Jr. ("Groetzinger") and American Greetings Corporation
("AG" or "Company").

         In consideration of the mutual promises contained herein, the parties
agree as follows:

         1. Term. This Agreement will be in effect from April 1, 2003, until
March 31, 2006.

         2. Position. Groetzinger is employed by AG as the Company's Senior Vice
President, General Counsel and Secretary. Until September 30, 2003, Groetzinger
will perform any and all duties commensurate with that position, including
without limitation, assisting in the hiring of a new General Counsel and orderly
transition following that hiring if the hiring occurs prior to September 30,
2003; provided he shall also be allowed to engage in outplacement and other job
seeking activities during this period.

         3. End of Active Employment. If not sooner terminated by AG for cause,
on September 30, 2003, Groetzinger will end his active employment with AG ("End
Date"), except for purposes of qualifying for, and determining contributions
for, health care benefits pursuant to subparagraph 4.b.ii. below for which
Groetzinger will be considered an active employee until March 31, 2006. As of
the End Date, Groetzinger will not be entitled to or receive any benefits or
privileges of employment or post-employment, except for those specifically
provided herein.

         4. Compensation and Benefits.

         a. Pre-End Date. For the period April 1, 2003, through September 30,
            2003, or until Groetzinger voluntarily resigns or is terminated for
            cause prior to September 30, 2003, the Company will pay Groetzinger
            as compensation for his services:

            i. Annual Base. An annual base salary of $322,722.48 less payroll
            taxes and other withholdings;

            ii. Bonus. Groetzinger will be paid a (a.) FY03 bonus if one is paid
            generally to Senior Vice-President in enterprise management, and
            (b.) the "doubler" if one is paid generally to Senior
            Vice-Presidents in enterprise management. In calculating the bonus
            and doubler, the individual performance component, if any, will be
            calculated at the 100% of the FY03 target bonus for Senior Vice
            Presidents (currently these would be Tier 3 Senior Vice Presidents).
            The actual pay out to Groetzinger will be less payroll taxes and
            other withholdings;

            iii. Options. As of March 3, 2003, Groetzinger received a grant of
            10,000 options for Class A stock. If a grant of stock options is
            made generally to Senior Vice Presidents between the date of this
            Agreement and September 30, 2003, Groetzinger will be granted such
            number as are granted to other Senior Vice Presidents. If the number
            of options granted depends in whole or in part on Groetzinger's
            performance, he will receive such number of options as are granted
            to Senior Vice Presidents who are eligible for 100% of their target
                           bonus (currently these would be Tier 3 Senior Vice
                           Presidents); and

                           iv. Other Benefits. The other regular benefits
                           offered to Senior Vice Presidents, including but not
                           limited to, health, life and disability,
                           profit-sharing and 40l(k) benefits, 401(k) maximizer
                           and profit-sharing restoration benefits.

                           v. Flexible Spending Account. Groetzinger shall be
                           permitted to use the amounts in his Flexible Spending
                           Account for CY 2003 for reimbursement of medical
                           expenses, as permitted by the relevant portions of
                           the Internal Revenue Code and Regulations and the
                           Summary Plan Description.

                  If Groetzinger voluntarily resigns or is terminated "for
                  cause," as defined herein, between April 1, 2003, and
                  September 30, 2003, he will no longer receive the compensation
                  and benefits set forth under subparagraph 4.a. as of the
                  effective date of such resignation or termination; provided
                  that prior to such termination "for cause," the Company shall
                  provide Groetzinger in writing the "for cause" ground(s) and a
                  reasonable opportunity to cure if the ground is for "gross

                  Groetzinger will not be deemed to have "voluntarily resigned"
                  if AG constructively terminates him or he consents to a
                  written request by AG to cease performing the duties and
                  obligations of his position prior to October 1, 2003.

                  b. Post-End Date. If Groetzinger has not voluntarily resigned
                  or been terminated for cause before October 1, 2003, the
                  Company will pay Groetzinger and ensure that he will
                  participate in the following:

                           i. Salary Continuation. From October 1, 2003, through
                           March 31, 2006, AG will pay Groetzinger a total of
                           $806,806.20, payable in equal monthly installments of
                           $26,893.54 by the last business day of each calendar
                           month by direct deposit to an account designated by

                           ii. Health Care. From October 1, 2003, through March
                           31, 2006, AG agrees Groetzinger will qualify as an
                           active employee for purposes of receiving the health
                           care benefits benefits provided for in this
                           subparagraph. During this period, AG will make
                           available to Groetzinger, his wife and family, health
                           care benefit alternatives comparable to those made
                           available by AG to active associates at AG's
                           Cleveland headquarters. For this coverage,
                           Groetzinger will pay the full rate that would be paid
                           by a pre-age 65 retiree who has Groetzinger's years
                           of service including the period from October 1, 2003,
                           through the then-current date of coverage, and
                           Groetzinger's actual age, for the health care
                           coverage chosen by Groetzinger. AG will pay to
                           Groetzinger in advance this same amount, less the
                           amount that an actively employed associate would pay
                           for this same coverage, grossed up by 40% to cover
                           applicable taxes. These obligations by both parties
                           will be made as adjustments to the amounts AG is to
                           pay Groetzinger hereunder. If these obligations
                           cannot be satisfied by such payments, Groetzinger
                           shall promptly pay AG the balance due. Following
                           March 31, 2006, Groetzinger, his wife and family will
                           be eligible to participate in a.) AG's health care
                           plans, if any, for pre-age 65 AG retirees with
                           Groetzinger's years of service (with such service to
                           include the period of October 1, 2003, through March
                           31, 2006), and Groetzinger's

                           actual age, by paying the full amount for such
                           coverage and b.) upon Groetzinger attaining age 65,
                           AG's health care plans for AG retirees who are age 65
                           and older and who have Groetzinger's years of service
                           (with such service to include the period of October
                           1, 2003, through March 31, 2006);

                           iii. Other Plans. From October 1, 2003, through March
                           31, 2006, AG will allow Groetzinger to participate in
                           umbrella and life insurance coverages afforded Senior
                           Vice Presidents, including but not limited to, the
                           current basic and executive life coverages, if and to
                           the extent that any is available to Senior Vice
                           Presidents generally, with AG paying the full cost of
                           such coverages; and

                           iv. Car. From October 1, 2003, until March 31, 2006,
                           Groetzinger will be entitled to use his existing
                           company car. During this time, AG will make all lease
                           payments, insure the car and make material repairs,
                           and Groetzinger will pay for all gas and other
                           routine maintenance. On or before March 31, 2006,
                           Groetzinger may purchase the car from AG, free and
                           clear of all liens and encumbrances, upon payment of
                           the lower of the then-current net wholesale market
                           value of the car or lease buy out cost, in either
                           case less a $500 discount.

                           v. Stock Options Vesting and Exercisability. All
                           options in Company stock granted prior to and on
                           September 30, 2003, shall vest on September 30, 2003,
                           if they have not already vested by September 30,
                           2003. All such vested options shall be exercisable
                           until June 30, 2006 (i.e. the end of salary
                           continuation plus three months).

                           vi. Profit-Sharing and Deferred Compensation Plans.
                           Following September 30, 2003, AG shall pay
                           Groetzinger all amounts in Groetzinger's name or
                           attributable to him in the Employee Retirement and
                           Profit-Sharing Plan, 401(k) Plan and Executive
                           Deferred Compensation and "Option It" Plans and their
                           successor plans, if any, in accordance with the terms
                           of the plans. AG may not withhold any payment, except
                           as required by law.

                  c. Outplacement. From April 1, 2003, until March 31, 2004, and
                  for additional six month increments thereafter until a.) March
                  31, 2006, or b.) such shorter period as is required for
                  Groetzinger to find other full-time employment that he deems
                  suitable in his discretion, AG will provide professional third
                  party outplacement services to Groetzinger at its expense;
                  provided that Groetzinger shall not be required to make an
                  election every six months for such outplacement benefits to

                  If between October 1, 2003, and March 31, 2006, Groetzinger
                  has materially breached the provisions in paragraphs 5. and/or
                  6. below, the payments and benefits set forth in paragraph
                  4.b.i. to 4.b.v. and 4.c. shall cease and any such future
                  payments and benefits thereunder shall be forfeited. For there
                  to be a material breach by Groetzinger under any provision of
                  this Agreement, there must a final decision rendered adverse
                  to Groetzinger under the dispute resolution procedure set
                  forth in subparagraph 11.d. to the effect that Groetzinger has
                  materially breached the Agreement.

                  The compensation and benefits set forth above in subparagraphs
                  4.b.i.-vi and 4.c. constitute the complete list of

                  post-End Date compensation and benefits due, payable and
                  available to Groetzinger.

                  d. For Cause. "For cause" as used in this Agreement is defined
                  as termination as a result of 1.) Groetzinger's personal
                  dishonesty, gross incompetence, willful misconduct, breach of
                  fiduciary duty involving personal profit, material and willful
                  violation of any law, final cease-and-desist order, rule,
                  regulation or AG policy, in each case materially affecting AG,
                  or 2.) Groetzinger's material breach of this Agreement.

                  5. Confidential and Trade Secret Information. Groetzinger
         acknowledges that in the course of his employment with AG, he has and
         will have access to confidential information and trade secrets, oral or
         written ("Confidential Information"), misuse or disclosure of which
         could adversely affect AG's business. Groetzinger agrees that he will
         not, either during his employment with AG or at any time thereafter,
         use for himself or others, or disclose or convey to others (except as
         is necessary in the ordinary course of his employment) any of AG's
         Confidential Information. This paragraph shall not prohibit disclosure
         of information, which has become public, unless it became public
         through Groetzinger's material breach of this Agreement.

                  6. Non-Competition; Non-Disparagement. In consideration of
         AG's agreement to employ Groetzinger under the terms of this Agreement,
         Groetzinger agrees that he will not for the following periods engage
         anywhere in the United States or Canada, directly or indirectly, in any
         business activities, either as principal, agent or consultant or
         through any corporation, firm or organization in which he may be an
         officer, director, employee, substantial shareholder, partner, member
         or be otherwise affiliated that are in competition with AG's businesses
         at such time: (i) for the period of his active employment from April 8,
         2003, until

         September 30, 2003, and (ii) during the period he may exercise stock
         options under paragraph 4.b.v. above.

                  Further, Groetzinger agrees that at no time following his
         signing of this Agreement will he directly or indirectly disparage to a
         third party AG, its affiliates and subsidiaries or any of AG's
         directors, officers, employees, agents and representatives.

                  7. Conflict of Interest. Groetzinger represents and warrants
         that he has no interest or obligation that is inconsistent with or in
         conflict with this Agreement or that would prevent, limit or impair his
         performance of any part of this Agreement.

                  8. Non-disclosure. Unless required by law or agreed to in
         writing by the other party, neither party hereto will disclose the
         terms of this Agreement or discussions that occurred during its
         negotiation to any person, firm or corporation other than its/his
         outside advisors who shall be under the same non-disclosure duty.

                  9. Mutual General Release. In consideration of the mutual
         promises made herein and other valuable consideration, from March 1,
         1988, to the date of this Agreement, each party hereto hereby releases,
         discharges, and forever holds the other harmless from any and all
         claims, demands or suits, known or unknown, fixed or contingent,
         liquidated or unliquidated, arising out of or related to AG's
         employment of Groetzinger,

                  10. Miscellaneous.

                  a. Entire Agreement; Modifications. This Agreement constitutes
                  the entire understanding between Groetzinger and AG relating
                  to the subject matter contained herein and effective April 8,
                  2003, this Agreement supersedes any previous oral or written
                  agreement(s) and understandings,

                  including without limitation, the employment agreement, dated
                  April 25, 1988, between AG and Groetzinger. This Agreement may
                  not be changed, modified, or altered without the express
                  written consent of Groetzinger and AG.

                  b. No Waiver. Either party's failure to insist upon strict
                  adherence to any term of this Agreement on any occasion shall
                  not be considered a waiver or deprive either party of its/his
                  rights to insist thereafter upon strict adherence to that term
                  or any other term of this Agreement.

                  c. Severability. If any part or section of this Agreement is
                  found to be contrary to law or unenforceable, the remainder
                  shall remain in force and effect.

                  d. Governing Law; Disputes. This Agreement will be governed by
                  and construed in accordance with the law of the State of Ohio.
                  Any disputes regarding this Agreement that cannot be resolved
                  amicably shall be resolved through AG's "Solutions"
                  alternative dispute resolution program or its successor, if
                  any, in accordance with its provisions as are in effect on
                  April 1, 2003. If such dispute cannot be resolved through
                  mediation under that program, it shall be resolved by binding
                  arbitration in Cleveland in accordance with the applicable
                  rules of the American Arbitration Association.

                  e. Return of AG Property. Upon Groetzinger's retirement or
                  termination, regardless of the reason, Groetzinger will
                  promptly surrender to AG such AG property, except for his
                  company car, as AG may request in writing that is in
                  Groetzinger's possession including, but not limited to, all
                  correspondence, memoranda, notes, records, reports, plans,
                  computer printouts, reproductions, slides, electronic data,
                  and any other papers or items, and copies thereof, received or
                  made by Groetzinger in connection with his employment

                  with AG; provided Groetzinger may retain personal matter such
                  as his datebooks and chronology files.

                  11. Review by Advisors. Groetzinger acknowledges that he has
         had ample opportunity to consult with his legal and financial advisors,
         has carefully considered this Agreement, and fully understands its
         provisions. He has not relied on any other representations or
         statements, written or oral.

                  12. Survival. The following paragraphs shall survive the
         expiration or termination of this Agreement: subparagraphs 4.b., 4.c.,
         4.d. and paragraphs 5, 6, 7, 8, 9, 10 and 12.


BY:      /s/ Zev Weiss                   /s/ Jon Groetzinger Jr
     --------------------------        ------------------------
NAME:      Zev Weiss
TITLE:      Exec VP