
Exhibit 10.15
JOHN WILEY & SONS, INC.
-----------------------
FY 2008 EXECUTIVE ANNUAL STRATEGIC MILESTONES INCENTIVE PLAN
------------------------------------------------------------
ADMINISTRATIVE DOCUMENT
-----------------------
CONFIDENTIAL
------------
MAY 1, 2007
-----------
CONTENTS
--------
Section Subject Page
------- ------- ----
I. Definitions 2
II. Plan Objectives 3
III. Eligibility 3
IV. Performance Objectives and Measurement 3
V. Performance Evaluation 3
VI. Payouts 4
VII. Administration and Other Matters 5
I. DEFINITIONS
-----------
Following are definitions for words and phrases used in this document. Unless
the context clearly indicates otherwise, these words and phrases are considered
to be defined terms and appear in this document in italicized print:
Company
John Wiley & Sons, Inc.
plan
The Company's Fiscal Year 2008 Executive Annual Strategic Milestones Incentive
Plan described in this document and any written amendments to this document.
plan year
The twelve month period from May 1, 2007 to April 30, 2008, or a portion of this
period, at the discretion of the CC.
Compensation Committee (CC)
The committee of the Company's Board of Directors responsible for the review and
approval of executive compensation.
strategic milestone
A participant's objective to achieve specific results for FY 2008, including
interim revised strategic milestones, if any, as approved and communicated in
writing, as described in Sections IV and V below. Strategic milestones are
leading indicators of performance.
participant
A person selected to participate in the plan.
base salary
The participant's base salary as of July 1, 2007, or the date of hire or
promotion into the plan, if later, adjusted for any increases or decreases
during FY 2008, on a prorated basis, and adjusted for any amount of time the
participant may not be in the plan for reasons of hire, death, disability,
retirement and/or termination.
payout
Actual gross dollar amount paid to a participant under the plan, if any, for
achievement of strategic milestones, as further discussed in this plan.
total annual incentive opportunity
The total target amount a participant is eligible to receive from all annual
incentive plans, including this plan.
target incentive percent
The percent applied to the participant's total annual incentive opportunity to
determine the target incentive amount for this plan. Generally, for the plan
year 2008, the target incentive percent for this plan is 25%.
target incentive amount
The amount, if any, that a participant is eligible to receive if he/she achieves
100% of his/her strategic
milestones.
summary evaluation levels
threshold
The minimum acceptable level of achievement of strategic milestones. If
threshold performance is achieved against all strategic milestones, a
participant may earn 25% of the target incentive amount for which he/she is
eligible.
target
Achievement in aggregate of target strategic milestones. Each individual
strategic milestone is set at a level that is both challenging and
achievable. If target performance is achieved against all strategic
milestones, a participant may earn 100% of the target incentive amount for
which he/she is eligible.
outstanding
Superior achievement of strategic milestones, both in quality and scope,
with limited time and resources. If outstanding performance is achieved
against strategic milestones, the maximum amount a participant may earn is
200% of the target incentive amount for which he/she is eligible.
payout factor
Percentage of strategic milestones deemed achieved, applied to the target
incenive amount, used to determine the payout for which a participant is
eligible.
II. PLAN OBJECTIVES
---------------
The purpose of the FY 2008 Executive Annual Strategic Milestones Incentive Plan
is to enable the Company to reinforce and sustain a culture devoted to excellent
performance, reward significant contributions to the success of Wiley, and
attract and retain highly qualified executives.
III. ELIGIBILITY
-----------
A participant is selected by the President and CEO and recommended for
participation to the CC, which has sole discretion for determining eligibility,
from among those colleagues in key management positions deemed able to make the
most significant contributions to the growth and profitability of the Company.
The President and CEO of the Company is a participant.
IV. PERFORMANCE OBJECTIVES AND MEASUREMENT
--------------------------------------
A. Strategic milestones are non-financial individual objectives over which the
participant has a large measure of control, which lead to, or are expected
to lead to, improved performance for the Company in the future. Strategic
milestones are determined near the beginning of the plan year by the
participant, and approved by CEO or the participant's manager, if the CEO
is not the participant's manager.
B. The strategic milestones for the President and CEO are reviewed and
approved by the CC.
C. The strategic milestones for the President and CEO should be appropriately
reflected in those of all other colleagues at all levels. Each participant
collaborates with his/her manager in setting strategic milestones. The
strategic milestones may be revised during the plan year, as appropriate.
D. The determination of strategic milestones includes defining a target level
of performance and the measure of such, and may include defining threshold
and outstanding levels of performance and the measures of such.
V. PERFORMANCE EVALUATION
----------------------
A. Achievement of a participant's strategic milestones will be determined at
the end of the plan year by comparing results achieved to previously set
objectives.
B. Each participant's manager will recommend a summary evaluation level and a
payout factor for achievement of all strategic milestones, by comparing
results achieved to the previously set objectives. In determining the
payout factor, the overall performance on all strategic milestones will be
considered. The President and CEO will recommend to the CC for approval the
payout factors for all other participants. The CC will approve the payout
factor for the President and CEO.
Summary evaluation levels and related payout factors are as follows:
Summary Evaluation Payout factor range
< Threshold 0
Threshold 25% - <35%
> Threshold =>35% - <50%
< Target =>50% - <90%
Target =>90% - <=110%
> Target > 110% - <150%
< Outstanding =>150% - <175%
Outstanding =>175% - 200%
C. Award Determination
-------------------
STRATEGIC MILESTONES PAYOUT AMOUNT
----------------------------------
total annual incentive opportunity X target incentive percent X payout factor
= Strategic Milestones Payout Eligibility
1. Notwithstanding anything to the contrary, the maximum payout, if any,
a participant may receive is 200% of the target incentive amount.
2. The foregoing strategic milestones payout eligibility calculation is
intended to set forth general guidelines on how awards are to be
determined. The purpose of this plan is to motivate the participant to
perform in an outstanding manner. The President and CEO has discretion
under this plan to take into consideration the contribution of the
participant, the participant's management of his/her organizational
unit and other relevant factors, positive or negative, which impact
the Company's, the participant's organizational unit(s), and the
participant's performance overall in determining whether to recommend
granting or denying an award, and the amount of the award, if any. If
the participant is the President and CEO, such discretion is exercised
by the CC.
VI. PAYOUTS
-------
A. Payouts will be made within 90 days after the end of the plan year.
B. In the event of a participant's death, disability, retirement or leave of
absence prior to payout from the plan, the payout, if any, will be
recommended by the President and CEO to the CC which shall have sole
authority for approval of the payout.
C. A participant who resigns, or whose employment is terminated by the
Company, with or without cause, before payout from the plan is distributed,
will not receive a payout. Exception to this provision shall be made with
the approval of the CC, in its sole discretion.
D. A participant who transfers between businesses of the company, will have
his/her payout prorated to the nearest fiscal quarter for the time spent in
each business, based on the achievement of strategic milestones established
for the position in each business, and based upon a judgment of the
participant's contribution to the achievement of goals in each position,
including interim revisions, if appropriate.
E. A participant who is appointed to a position with a different target
incentive percent will have his/her payout prorated to the nearest fiscal
quarter for the time spent in each position, based on the achievement of
strategic milestones established for each position.
F. A participant who is hired or promoted into an eligible position during the
plan year may receive a prorated payout as determined by the CEO, in
his/her sole discretion, subject to the approval of the CC.
VII. ADMINISTRATION AND OTHER MATTERS
--------------------------------
A. The plan is effective for the plan year. It will terminate, subject to
payout, if any, in accordance with and subject to the provisions of this
plan.
B. This plan will be administered by the President and CEO, who will have
authority to interpret and administer this plan, including, without
limitation, all questions regarding eligibility and status of the
participant, subject to the approval of the CC.
C. This plan may be withdrawn, amended or modified at any time, for any
reason, in writing, by the Company.
D. The determination of an award and payout under this plan, if any, is
subject to the approval of the President and CEO and the CC. This plan does
not confer upon any participant the right to receive any payout, or payment
of any kind whatsoever.
E. No participant shall have any vested rights under this plan. This plan does
not constitute a contract.
F. All deductions and other withholdings required by law shall be made to the
participant's payout, if any.