Factory Card Outlet Corp Sample Contracts

Factory Card & Party Outlet Corp – THIRD AMENDMENT AGREEMENT (November 7th, 2007)

THIS THIRD AMENDMENT AGREEMENT, (hereinafter, this “Third Amendment”) is entered into as of November 6, 2007 by and among Factory Card Outlet of America Ltd., an Illinois corporation (“Borrower”), the lenders signatory hereto (“Lenders”) and Wells Fargo Retail Finance, LLC as agent for the Lenders (in such capacity, “Agent”).

Factory Card & Party Outlet Corp – AGREEMENT AND PLAN OF MERGER BY AND AMONG AMSCAN HOLDINGS, INC., AMSCAN ACQUISITION, INC. and FACTORY CARD & PARTY OUTLET CORP. September 17, 2007 (September 18th, 2007)

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 17, 2007, by and among Amscan Holdings, Inc., a Delaware corporation (“Parent”), Amscan Acquisition, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Newco”), and Factory Card & Party Outlet Corp., a Delaware corporation (the “Company”).

Factory Card & Party Outlet Corp – FACTORY CARD & PARTY OUTLET CORP. AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN (September 18th, 2007)
Factory Card & Party Outlet Corp – SENIOR EXECUTIVE AGREEMENT (September 18th, 2007)

WHEREAS, the Executive entered into an employment agreement with Factory Card Outlet of America, Ltd., which is a wholly-owned subsidiary of the Company, dated as of December 23, 2004, as amended on December 9, 2005, which remains in effect on the date hereof (the “Employment Agreement”);

Factory Card & Party Outlet Corp – SENIOR EXECUTIVE AGREEMENT (September 18th, 2007)

WHEREAS, the Executive entered into an employment agreement with Factory Card Outlet of America, Ltd., which is a wholly-owned subsidiary of the Company, dated as of December 29, 2004, as amended on December 9, 2005, which remains in effect on the date hereof (the “Employment Agreement”);

Factory Card & Party Outlet Corp – SENIOR EXECUTIVE AGREEMENT (September 18th, 2007)

WHEREAS, the Executive entered into an employment agreement with Factory Card Outlet of America, Ltd., which is a wholly-owned subsidiary of the Company, dated as of December 23, 2004, as amended on December 9, 2005, which remains in effect on the date hereof (the “Employment Agreement”);

Factory Card & Party Outlet Corp – EXECUTIVE AGREEMENT (September 18th, 2007)

WHEREAS, in connection with the proposed acquisition (the “Merger”) of the Company pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of September 17, 2007, by and among Amscan Holdings, Inc., a Delaware corporation (“Parent”), Amscan Acquisition, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Newco”) and the Company, the Company shall become a wholly owned subsidiary of Parent; and

Factory Card & Party Outlet Corp – SEPARATION AGREEMENT (February 20th, 2007)

This Separation Agreement (“Agreement”) is entered into between Factory Card Outlet of America Ltd., an Illinois corporation (the “Company”), and Jarett A. Misch (the “Executive”).

Factory Card & Party Outlet Corp – INDUSTRIAL BUILDING LEASE (December 8th, 2006)

THIS LEASE, made as of this 28th day of October, 1996 between CENTERPOINT REALTY SERVICES CORPORATION, an Illinois corporation (hereinafter referred to as “Landlord”), and FACTORY CARD OUTLET OF AMERICA LTD. an Illinois corporation (hereinafter referred to as “Tenant”).

Factory Card & Party Outlet Corp – LEASE AMENDMENT (December 8th, 2006)

THIS LEASE AMENDMENT (“Amendment”) is entered into as of January 31, 1998 by and between CENTERPOINT REALTY SERVICES CORPORATION, an Illinois corporation (“Landlord”), and FACTORY CARD OUTLET OF AMERICA LTD., an Illinois corporation (“Tenant”).

Factory Card & Party Outlet Corp – SECOND LEASE AMENDMENT (December 8th, 2006)

THIS SECOND LEASE AMENDMENT (“Amendment”) is dated as of November 30, 2006 by and between CJF1 LLC, a Delaware limited liability company (“Landlord”), and FACTORY CARD OUTLET OF AMERICA LTD., an Illinois corporation (“Tenant”).

Factory Card Outlet Corp – AGREEMENT (April 20th, 2006)

AGREEMENT, dated as of April 18, 2006 (“Agreement”), by and among Cramer Rosenthal McGlynn, LLC, a Delaware limited liability company (“CRM LLC”), and Cramer Rosenthal McGlynn, Inc., a New York corporation (“CRM Inc.” and, together with CRM LLC, “CRM”), on the one hand, and Factory Card & Party Outlet Corp., a Delaware corporation (“FCPO” or the “Company”), on the other.

Factory Card Outlet Corp – Press Release CONTACT: Tim Benson Factory Card & Party Outlet Corp. tbenson@factorycard.com (April 20th, 2006)

NAPERVILLE, IL — April 18, 2006 — Factory Card & Party Outlet Corp. (NASDAQ:FCPO) and Cramer Rosenthal McGlynn, LLC (CRM) announced today that they have reached agreement to add a director proposed by CRM to the company’s Board.

Factory Card Outlet Corp – SUPPLY AND CONSIGNMENT AGREEMENT (April 19th, 2006)
Factory Card Outlet Corp – FACTORY CARD & PARTY OUTLET CORP. 2003 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT (February 3rd, 2006)

This grant of Restricted Shares is subject to the terms and conditions set forth in this Restricted Share Award Agreement, in the attached Exhibit A, and in the Factory Card & Party Outlet Corp. 2003 Equity Incentive Plan, as amended from time to time before or after the date of this Award (the “Plan”), all of which are an integral part of and are hereby incorporated into this Restricted Share Award Agreement. You may obtain a copy of the Plan from the Company upon request. Capitalized terms used but not defined in this Agreement have the meaning specified in the Plan. In the event there is a conflict between the terms of this Agreement and the Plan or any other employment or other agreement, the terms of this Agreement shall control.

Factory Card Outlet Corp – FACTORY CARD & PARTY OUTLET CORP. AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN (December 9th, 2005)
Factory Card Outlet Corp – EMPLOYMENT AGREEMENT (December 9th, 2005)

THIS AGREEMENT, is made as of the 9th day of December, 2005, between FACTORY CARD OUTLET OF AMERICA LTD, an Illinois corporation (hereinafter, together with any successor thereof, referred to as the “Corporation”), and Jarett A. Misch (the “Executive”).

Factory Card Outlet Corp – AMENDMENT (December 9th, 2005)

This Amendment, effective as of December 9th, 2005 (the “Amendment”), is made by and between Factory Card Outlet of America Ltd., an Illinois corporation (the “Company”), and Gary W. Rada (the “Executive”), a resident of the State of Illinois.

Factory Card Outlet Corp – AMENDMENT (December 9th, 2005)

This Amendment, effective as of December 9th, 2005 (the “Amendment”), is made by and between Factory Card Outlet of America Ltd., an Illinois corporation (the “Company”), and Timothy F. Gower (the “Executive”), a resident of the State of Illinois.

Factory Card Outlet Corp – WAIVER AND RELEASE (December 7th, 2005)

This is a Waiver and Release (“Release”) between James D. Constantine (“Executive”) and Factory Card & Party Outlet Corp. (“Factory Card & Party Outlet”) and its subsidiaries (collectively with Factory Card & Party Outlet, the “Company”). The Company and the Executive agree that they have entered into this Release voluntarily, and that it is intended to be a legally binding commitment between them. The parties agree that their employment relationship is and has been “at will,” and that either has the right to end the employment relationship at any time, with or without notice or cause.

Factory Card Outlet Corp – Factory Card / Midwest One Settlement Term Sheet (October 28th, 2005)
Factory Card Outlet Corp – SECOND AMENDMENT AGREEMENT -------------------------- THIS SECOND AMENDMENT AGREEMENT (this "Second Amendment") is entered into as of October 7, 2005 by and between Factory Card Outlet of America Ltd., an Illinois corporation ("Borrower"), the lenders signatory hereto ("Lenders") and Wells Fargo Retail Finance II, LLC (formerly known as Wells Fargo Retail Finance, LLC), as agent for the Lenders (in such capacity, "Agent"). Introduction ------------ Borrower, Agent and Lenders are parties to a Loan and Security Agreement dated as of April 9, 2002 (the "LSA") and the First Amendment Agreement da (October 13th, 2005)
Factory Card Outlet Corp – FACTORY CARD & PARTY OUTLET CORP. 2002 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN OPTION AGREEMENT (June 14th, 2005)

Factory Card & Party Outlet Corp., a Delaware corporation (the “Company”) hereby grants to                              (the “Optionee”), a non-employee member of the Board of Directors of the Company, an option (the “Option”) to purchase the number of Shares of the Company’s common stock (“Shares”), and at an Option Price, as set forth below. The Option is subject to the terms and conditions set forth in this Option Agreement, in the attached Exhibit A to this Option Agreement, and in the Factory Card & Party Outlet Corp. 2002 Non-Employee Directors Stock Option Plan, as amended from time to time (the “Plan”), all of which are an integral part of this Option Agreement. You may obtain a copy of the Plan from the Company upon request. Capitalized terms used but not defined in this Option Agreement have the meaning specified in the Plan.

Factory Card Outlet Corp – FACTORY CARD & PARTY OUTLET CORP. 2003 EQUITY INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT (June 14th, 2005)

This grant of Restricted Shares is subject to the terms and conditions set forth in this Restricted Share Award Agreement, in the attached Exhibit A, and in the Factory Card & Party Outlet Corp. 2003 Equity Incentive Plan, as amended from time to time before or after the date of this Award (the “Plan”), all of which are an integral part of and are hereby incorporated into this Restricted Share Award Agreement. You may obtain a copy of the Plan from the Company upon request. Capitalized terms used but not defined in this Agreement have the meaning specified in the Plan.

Factory Card Outlet Corp – FACTORY CARD & PARTY OUTLET CORP. EXECUTIVE SEVERANCE PLAN (June 14th, 2005)
Factory Card Outlet Corp – FACTORY CARD & PARTY OUTLET CORP. 2002 STOCK OPTION PLAN OPTION AGREEMENT (June 14th, 2005)

Factory Card & Party Outlet Corp., a Delaware corporation (the “Company”) hereby grants to                      (the “Optionee”), an employee of Factory Card Outlet of America Ltd., an option (the “Option”) to purchase the number of Shares of the Company’s common stock (“Shares”), and at an Option Price, as set forth below. The Option is subject to the terms and conditions set forth in this Option Agreement, in the attached Exhibit A to this Option Agreement, and in the Factory Card & Party Outlet Corp. 2002 Stock Option Plan, as amended from time to time (the “Plan”), all of which are an integral part of this Option Agreement. You may obtain a copy of the Plan from the Company upon request. Capitalized terms used but not defined in this Option Agreement have the meaning specified in the Plan.

Factory Card Outlet Corp – Summary of Incentive Bonus Plan Arrangements (June 14th, 2005)

The following is a summary of the incentive bonus arrangements in which the Executive Officers of the Company participate.

Factory Card Outlet Corp – FACTORY CARD & PARTY OUTLET CORP. 2003 EQUITY INCENTIVE PLAN OPTION AGREEMENT (June 14th, 2005)

Factory Card & Party Outlet Corp., a Delaware corporation (the “Company”) hereby grants to                      (the “Optionee”), an employee of Factory Card Outlet of America Ltd., an option (the “Option”) to purchase the number of Shares of the Company’s common stock (“Shares”), and at an Option Price, as set forth below. The Option is subject to the terms and conditions set forth in this Option Agreement, in the attached Exhibit A to this Option Agreement, and in the Factory Card & Party Outlet Corp. 2003 Equity Incentive Plan, as amended from time to time (the “Plan”), all of which are an integral part of this Option Agreement. You may obtain a copy of the Plan from the Company upon request. Capitalized terms used but not defined in this Option Agreement have the meaning specified in the Plan.

Factory Card Outlet Corp – PRIMARY SUPPLY AND CONSIGNMENT AGREEMENT (April 26th, 2005)

This Primary Supply and Consignment Agreement (the “Agreement”) is dated as of February 5, 2005, by and between Paramount Cards Inc., a Rhode Island corporation (hereinafter “Paramount”), and Factory Card Outlet of America, Ltd., an Illinois corporation (hereinafter “Factory Card”). Paramount and Factory Card are sometimes referred to herein jointly as the “Parties.”

Factory Card Outlet Corp – FACTORY CARD & PARTY OUTLET CORP. EXECUTIVE SEVERANCE PLAN (April 26th, 2005)
Factory Card Outlet Corp – EMPLOYMENT AGREEMENT (December 27th, 2004)

THIS AGREEMENT, is made as of the 23rd day of December, 2004, between FACTORY CARD OUTLET OF AMERICA LTD, an Illinois corporation (hereinafter, together with any successor thereof, referred to as the “Corporation”), and Timothy F. Gower (the “Executive”).

Factory Card Outlet Corp – EMPLOYMENT AGREEMENT (December 27th, 2004)

THIS AGREEMENT, is made as of the 23rd day of December, 2004, between FACTORY CARD OUTLET OF AMERICA LTD, an Illinois corporation (hereinafter, together with any successor thereof, referred to as the “Corporation”), and Gary Rada (the “Executive”).

Factory Card Outlet Corp – FIRST AMENDMENT AGREEMENT (April 21st, 2004)

THIS FIRST AMENDMENT AGREEMENT (this “First Amendment”) is entered into as of April 9, 2004 by and between Factory Card Outlet of America Ltd., an Illinois corporation (“Borrower”), the lenders signatory hereto (“Lenders”) and Wells Fargo Retail Finance II, LLC (formerly known as Wells Fargo Retail Finance, LLC), as agent for the Lenders (in such capacity, “Agent”).

Factory Card Outlet Corp – FIRST AMENDMENT AGREEMENT (April 15th, 2004)

THIS FIRST AMENDMENT AGREEMENT (this “First Amendment”) is entered into as of April 9, 2004 by and between Factory Card Outlet of America Ltd., an Illinois corporation (“Borrower”), the lenders signatory hereto (“Lenders”) and Wells Fargo Retail Finance II, LLC (formerly known as Wells Fargo Retail Finance, LLC), as agent for the Lenders (in such capacity, “Agent”).

Factory Card Outlet Corp – AMENDED AND RESTATED BY-LAWS of FACTORY CARD & PARTY OUTLET CORP. A Delaware Corporation (hereinafter called the “Corporation”) (May 2nd, 2003)