Exhibit 10(j)(xvi)
February 22, 1994
Mr. Michael A. Pietrangelo
Cleo, Inc.
4025 Viscount
Memphis, Tennessee
Dear Mike:
This letter sets forth our mutual agreement with respect to
your decision to leave the employment of Gibson Greetings, Inc.
("Gibson") and its wholly owned subsidiary, Cleo, Inc. ("Cleo")
(and both of which jointly herein are called "Gibson Companies").
In this connection, we have reached the following agreement:
1. Except as provided in Paragraph 11 herein, your
Employment Agreement, dated May 9, 1990 as interpreted by letter
of August 29, 1990, and your employment with the Gibson
Companies, both are hereby terminated, effective as of the close
of business on February 28, 1994 with no further obligations by
either party under said Agreement.
2. Cleo shall pay to you a total severance payment of
$550,000.00, with the payment to be made in forty-eight (48)
equal semi-monthly installments (subject to withholdings
appropriate for severance payments) commencing on March 15, 1994
and concluding on February 28, 1996.
3. Cleo shall pay to you forthwith a lump sum payment of
$21,153.85 which shall be in lieu of any accrued vacations and
vacation pay.
4. You shall be entitled to continue Cleo health coverage
for yourself and your wife and eligible dependents on the basis
currently enjoyed by you for the severance payment period,
provided this provision shall terminate in the event you obtain
employment during such period with an employer who offers
substantially similar health coverage to its employees.
5. You shall be entitled to participate in the Gibson
Companies' Group Insurance Plan during the severance payment
period provided premium payments (currently $30 monthly) are paid
by you to the Plan.
6. You shall be entitled to purchase the Infiniti
automobile currently provided to you by Cleo at Cleo's January 1,
1994 depreciated book value of $8,400.00, provided the election
to purchase and payment is made by you on or before March 15,
1994. In the event you determine not to purchase the automobile,
it shall be returned by you to Cleo on or before March 15, 1994.
PAGE
Mr. Michael Pietrangelo
February 22, 1994
Page 2
7. Cleo shall continue its corporate membership in the TPC
Southwind Country Club for your usage during the severance
payment period, provided that periodic membership dues and
expenses are paid by you. In the event you determine not to make
said payments or if the Gibson Companies have another usage for
such membership, your membership usage shall cease.
Notwithstanding the foregoing, to the extent you entertain Gibson
Companies' customers at Cleo's request at the above Club, your
expenses shall be reimbursed by Cleo.
8. You may use your current Cleo telephone credit card
until May 31, 1994 for business purposes and with such credit
card to be returned to Cleo by you at the conclusion of said
period.
9. All outstanding stock options which you hold for common
stock of Gibson shall be exercised by you, if at all, no later
than March 28, 1994.
10. It is understood that, except as provided herein, you
have no further rights or benefits in any of Gibson Companies'
fringe benefit plans and including, without limitation, the
Supplemental Executive Retirement Plan and the Retirement Income
Plan.
11. The provisions of Paragraph 16 of the Employment
Agreement of May 9, 1990, which paragraph is attached to and made
a part of this Agreement as Exhibit A, shall remain in full force
and effect.
12. During the two year severance payment period, you agree
(a) not to represent or speak for the Gibson Companies in any
manner without the prior specific authorization of the CEO of
Gibson, (b) not to obtain employment from any competitor of
Gibson Companies, and (c) not to compete with Gibson Companies or
with the products of Gibson Companies as an employee of a third
party, as a consultant, as an owner or in another other
proprietary capacity, provided that subject to the foregoing you
otherwise may seek and obtain employment from a third party.
13. You hereby resign, effective February 28, 1994, as an
Officer and Director of Gibson and of all of its subsidiaries.
14. The foregoing understandings are in full settlement of
all severance rights and any claims of any nature arising out of
your employment and you waive and release and hold harmless
Gibson Companies, and its directors, officers, agents, employees
and affiliated organizations, from and against any and all
rights, claims, demands and causes of action arising out of your
employment relationship with Gibson Companies or out of
termination of your employment relationship. * /s/ MP
15. This Agreement shall be construed under the laws of the
State of Ohio.
Yours truly,
GIBSON COMPANIES
PAGE
Mr. Michael Pietrangelo
February 22, 1994
Page 3
By /s/ Benjamin J. Sottile
AGREED:
/s/ M Pietrangelo
Michael A. Pietrangelo
Date: 2/23/94
/s/ MP * The Gibson Companies release and hold you harmless from and
against any and all rights, claims, demands and causes of action
arising out of your employment relationship with Gibson Companies
or out of termination of your employment relationship but
excepting such matters arising out of your conduct as a member
of the Board of Directors of Gibson and its subsidiaries but
with respect to which directorships certain provisions of law
and of Gibson Companies' Articles and Bylaws otherwise may
be applicable.
PAGE
16. In connection with this Agreement, you agree to receive
confidential information of the Company in confidence, and
not to disclose to others, assist others in the application
of, or use for your own gain, such information, or any part
thereof, unless and until it has become public knowledge or
has come into the possession of such others by legal and
equitable means. You further agree that, upon termination
of employment with the Company, all documents, records,
notebooks, and similar writings, including copies thereof,
then in your possession, whether prepared by you or by
others, will be left with the Company. For purposes of this
Paragraph 16 "confidential information" means information
disclosed to you or known by you as a consequence of or
through your employment with Company, not generally known in
the industry in which the Company is or may become engaged,
concerning the Company's sales, products, processes and
services or those of its divisions, subsidiaries or
affiliates.
EXHIBIT A
PAGE