Employment Agreement - American Greetings Corp. and Pamela Linton
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made at Cleveland, Ohio, this 30th day of May,
2001, by and between AMERICAN GREETINGS CORPORATION, an Ohio corporation
(Corporation) and Pamela Linton (Employee).
In consideration of the covenants hereinafter set forth, the parties
hereto mutually agree as follows:
1. Subject to the provisions hereof, the Corporation shall employ
Employee as Senior Vice President, Human Resources of the
Corporation, either elected by the Board of Directors or
appointed by the Executive Committee with such duties and
responsibilities as may be assigned to her from time to time
by the Board of Directors or the Executive Committee of the
Board of Directors of the Corporation and Employee shall
devote her full business time and attention and give her best
efforts to the business affairs of the Corporation as the
Board of Directors or the Executive Committee of the Board of
Directors of the Corporation may from time to time determine.
Employee recognizes that in serving as an officer of the
Corporation, she serves in such capacity solely at the
pleasure of the Board of Directors or the Executive Committee
of the Board of Directors of the Corporation and that her
employment in such capacity or in any other capacity may be
terminated at any time by the Board of Directors or the
Executive Committee of the Corporation.
2. The Corporation shall, during the term of this Employment
Agreement, pay to Employee as minimum compensation for her
services a base salary at a rate to be fixed by the Board of
Directors or the Executive Committee of the Board of Directors
or the Chairman of the Executive Committee, which rate shall
not be less than $300,000.00 per year, plus such additional
compensation as the board of Directors or the Executive
Committee of the Board
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of Directors or the Chairman of the Executive Committee may
from time to time determine.
3. Employee covenants and agrees that in consideration of her
employment as an officer of the Corporation, she will not for
a period of twelve months after leaving the employ of the
Corporation, regardless of the reason for such leaving, enter
into the employment, directly or indirectly or in a consulting
or freelance capacity, of any person, firm or corporation in
the United States or Canada, which at such date of leaving the
employ of the Corporation or a subsidiary shall be
manufacturing or selling products that are substantially
similar in nature to the products being then manufactured or
sold by the Corporation or the subsidiary.
4. In the event that the employment of Employee under this
Employment Agreement is terminated by the Corporation, the
Corporation covenants and agrees that it shall pay or cause to
be paid to Employee a continuing salary at a rate which shall
be the highest base salary rate paid Employee during the
preceding six-month period for a period of time equivalent to
one-half month for each year of employment by the Corporation,
but in no event to be less than a period of three months nor
greater than a period of twelve months. The provisions of this
paragraph shall not be applicable if the Employee is
terminated for cause.
5. In the event that Employee shall cease to be employed as an
officer of the Corporation, but shall continue in the employ
of the Corporation or a subsidiary, then this Employment
Agreement shall terminate twelve months after the date that
Employee ceases to be employed as an officer of the
Corporation.
6. I, the Employee, agree that during the period of my employment
and thereafter, I will keep confidential and will not disclose
any information, records, documents or trade secrets of the
Corporation acquired by me during my employment, and except as
required by my
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employment, will not remove from the Corporation's premises
any record or other document relating to the business of the
Corporation, or make copies thereof; it being recognized by,
me that such information is the property of the Corporation.
7. This Agreement shall be applied and interpreted under the laws
of the State of Ohio.
AMERICAN GREETINGS CORPORATION
BY: /S/ JAMES SPIRA /S/ PAMELA L. LINTON
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PRESIDENT EMPLOYEE
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AMENDMENT
This Amendment is to the Employment Agreement (Agreement) between American
Greetings Corporation (Corporation) and Pamela Linton (Employee), dated May 31,
2001. In consideration of the mutual promises of the parties in the Agreement
and herein, the parties agree as follows:
1. TERM OF AMENDMENT. The term of this Amendment shall be June 4, 2001,
through and including July 4, 2004.
2. DEFERRAL. From the base salary paid to Employee under the Agreement, an
annual sum of $50,000 shall be deferred during the three year of this
Amendment. These sums can be deferred from base salary or bonuses or
some combination thereof and shall be placed in the Executive Deferred
Compensation Plan (Plan). The cumulative three year total or such
lesser prorated amount if Employee leaves the employ of the Corporation
prior to the end of the three year term of this Amendment, plus any
Plan earnings shall be paid. to Employee in a lump sum within five (5)
days of the date of termination. The deferred amount shall be payable
regardless of whether Employee has been terminated with or without
cause or leaves of her own volition.
3. SEVERANCE. If Employee is terminated without cause during the first 18
months of this Amendment's three year term, in addition to any other
amounts payable, she will receive a severance payment of $450,000
(Severance), payable within five (5) days of the date of termination.
If Employee is terminated without cause between the start of the 19th
month and the end of the 36th month of such three year term, she will,
in addition to any other amounts payable, receive Severance that is
reduced by 1/18 for each full month after the
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18th month during which Employee is employed by the Corporation. Thus,
for example, if Employee were terminated without cause at the start of
the 25th month, her Severance would be reduced by 6/18ths (the
numerator being the six months between the start of the 19th month and
end of the 24th month). No Severance is due or payable to Employee if
at any time during such three year term Employee is terminated for
cause or leaves the employ of the Corporation voluntarily and without
good cause attributable to the Corporation, the latter to include the
Corporation's material breach of the Agreement or this Amendment. This
paragraph 2. supersedes paragraph 4. of the Employment Agreement of May
30, 2001, between Employee and the Corporation.
4. BONUSES, BENEFITS AND STOCK OPTIONS. During the term of her employment,
Employee shall be entitled to such bonuses, benefits and stock options
that generally inure to senior vice presidents of the Corporation under
the applicable plans and policies so long as she is employed at that
level.
5. FOR CAUSE. As used herein, "for cause" is defined as termination as a
result of Employee's personal dishonesty, willful misconduct, breach of
fiduciary duty involving personal profit, intentional failure to
perform stated duties, willful violation of any law, rule, or
regulation (other than traffic violations and similar offenses) or
final cease-and-desist order, or other behavior or actions that a
reaqsonable person would conclude evidences moral turpitude The
Corporation may also terminate Employee's employment under this
provision for gross incompetence or intentional failure or refusal to
perform stated duties, but only after all of the following have
occurred:
a. Employee has been provided written notice specifying same;
b. Employee has been given a reasonable period of time (not to
exceed 90 days) 2 in which to cure such specified gross
incompetence, failure or refusal; and
c. Employee shall have failed to cure same to the Corporation's
reasonable satisfaction.
AMERICAN GREETINGS CORPORATION
By: /s/ James Spira By: /s/ Pamela L. Linton
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President Employee