Offer Letter - American Greetings Corp. and Cathy Kilbane
August 22, 2003
Ms. Cathy Kilbane
Dear Cathy,
We are pleased to extend to you an offer of employment with American Greetings
as Senior Vice President and General Counsel, reporting to me. We have agreed
that, if you accept this offer, you will begin with us on a date that we will
mutually determine.
The terms of this offer are that you will:
1. receive a base salary of $300,000 annually (less appropriate withholdings
and deductions); this salary will be reviewed in April 2004 as part of the
annual officer performance and salary review process, and may be adjusted
as appropriate; the salary will be reviewed annually thereafter, and may
be increased based on your performance;
2. receive a sign on bonus of $30,000, less appropriate withholdings and
deductions; one-third of this bonus will be paid within your first two
weeks of employment, the second third will be paid six months after your
date of employment, and the last third will be paid twelve months after
your date of employment;
3. participate in the Key Management Annual Incentive Plan at the Senior Vice
President level (70% target payout, with the payouts increased or
decreased from target based on actual business unit, corporate and
individual performance); the payout from this Plan for this fiscal year,
if any, will be based on your actual base salary earnings for the fiscal
year; details of the Plan are described in the enclosed booklet,
4. participate in the American Greetings Stock Option Plan at the Senior Vice
President level:
a) 20,000 options on American Greetings Class A Common Stock will
be granted within 30 days of the date you begin your
employment with American Greetings; the grant price will be
the closing price of the stock on the date of grant:
- 15,000 of these options shall vest one year from the
date of grant;
- 5,000 of these options shall vest two years from the
date of grant.
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Ms. Cathy Kilbane
Page 2
b) 10,000 additional options will be granted annually thereafter
(the size of these grants may be increased or decreased based
on individual performance; the actual grant date shall be the
date approved by the Board of Directors for the general grant
to all employees):
- 5,000 options from each grant will vest one year
from the date of the grant;
- 5,000 options from each grant will vest two years
from the date of the grant.
c) the details of this Plan are described in the enclosed
booklet.
5. be eligible to participate in the American Greetings flexible benefits
program, which includes such benefits as health care, disability and life
insurance; an overview of this program is described in the enclosed
Benefits-at-a-Glance booklet.
6. be eligible to participate in the American Greetings Retirement Profit
Sharing and Savings Plan; the details of this Plan are described in the
enclosed booklet and Summary Plan Description.
7. receive other benefits normally provided to Senior Vice Presidents, such
as the personal use of a company automobile, and additional company paid
life, AD&D and personal liability insurances; the details of these
benefits as currently provided are described in the enclosed Executive
Benefits booklet.
Cathy, congratulations. We believe that you can make significant contributions
to our efforts. We look forward to your acceptance of this offer.
Very truly yours,
/s/ Zev Weiss
----------------------------
Zev Weiss
Chief Executive Officer
American Greetings
encls.
cc: Morry Weiss
Pam Linton
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