1996 Employee Stock Option Plan

EXHIBIT 10


AMERICAN GREETINGS CORPORATION


1996 EMPLOYEE STOCK OPTION PLAN


NAME AND GENERAL PURPOSE OF PLAN. The name of the plan is the American Greetings Corporation 1996 Employee Stock Option Plan ("Plan"). The purpose of the Plan is to attract and retain superior personnel by affording officers and selected key employees of American Greetings Corporation and its subsidiaries (the "Company") the opportunity to share in future appreciation in the share value of the Company's stock, thereby creating an incentive for outstanding performance that may maximize shareholders' return on investment over the long term.


1. OPTIONS ISSUABLE UNDER PLAN. The total number of shares that may be issued under options granted pursuant to this Plan shall not exceed 950,000 Class A Common Shares, par value $1 per share, and 200,000 Class B Common Shares, par value $1 per share, except to the extent of adjustments authorized in paragraph 5 of this Plan. Such Class A Common Shares may be treasury shares or authorized but unissued shares or a combination of the foregoing. Such Class B Common Shares may be treasury shares. To the extent that a stock option expires or is otherwise terminated, cancelled or surrendered without being exercised, the shares of stock underlying such stock option shall again be available for issuance in connection with future grants under the Plan.


2. ELIGIBILITY. The Compensation Committee of the Company's Board of Directors ("Compensation Committee") may, from time to time and upon such terms and conditions as it may determine, grant options ("Options") to buy Company Class A and/or Class B Common Shares to officers (including officers who are members of the Company's Board of Directors) and other key employees of the Company and any of its subsidiaries ("Optionees"), and may fix the number of shares to be covered by each Option. Additional Options may be granted to the same person, whether or not the Option or Options previously granted to such person remain unexercised.


3. DURATION. No Option shall run for more than ten (10) years from the date granted.


4. GRANT PRICES. The grant price of an Option shall not be less than the price of the Class A Common Shares quoted by the National Association of Securities Dealers (NASD) at the close of business on the last business day preceding that day on which the Option is granted. The grant price shall be payable in whole or in part, in cash, Class A and/or Class B Common Shares of the Company valued (in the case of both Class A and Class B Shares) at the price for Class A Common Shares quoted by NASD at the close of business on the date of exercise, to the extent permitted by all applicable laws and regulations. However, the Compensation Committee may prohibit such exercise if at such time it determines that the application of any Financial


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