
Exhibit 10.14
JOHN WILEY & SONS, INC.
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FY 2008 QUALIFIED EXECUTIVE ANNUAL INCENTIVE PLAN
PLAN DOCUMENT
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CONFIDENTIAL
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MAY 1, 2007
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CONTENTS
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Section Subject Page
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I. Definitions 2
II. Plan Objectives 3
III. Eligibility 3
IV. Performance Targets and Measurement 3
V. Performance Evaluation 4
VI. Payouts 4
VII. Administration and Other Matters 5
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I. DEFINITIONS
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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.
business unit
The Company, a business or subsidiary of the Company, or a global unit of the
Company.
plan
This FY 2008 Qualified Executive Annual Incentive Plan.
shareholder plan
The Company's 2004 Executive Annual Incentive Plan.
plan period
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.
performance target
A participant's objective to achieve specific financial goals for assigned
business criteria in the plan period, as approved by the CC. A performance
target comprises all of the financial goals for the business criteria in a
business unit.
business criteria
An indicator of financial performance, chosen from the business criteria listed
in Section 4(b)(ii) of the shareholder plan. The following business criteria are
used in this plan:
revenue
(corporate) Gross annual revenue, net of provision for returns.
earnings per share
Earnings per share, excluding unusual items not related to the period being
measured. Actual results shall be increased by one cent for VCH tax basis
step-up recovery.
revenue
(business) Gross annual revenue, net of actual returns.
business EBITA
Operating income before amortization of intangibles.
GPC EBITA
business operating income before amortization of intangibles as adjusted
for profit earned by other businesses on intercompany transactions.
financial goal
A targeted level of attainment of a given business criteria.
financial results
The published, audited financial results of the Company and the business
financial results derived therefrom.
participant
A person selected to participate in the plan.
performance levels
threshold
The minimum acceptable level of achievement of a financial goal in order to
earn a payout, expressed as a percentage of target ( e.g., 95% of target.)
target
Achievement of the assigned financial goal-100%.
outstanding
Superior achievement of a financial goal, earning the maximum payout,
expressed as a percentage of target (e.g., 115% of target.)
base salary
A participant's base salary as of July 1, 2007, or the date of hire or promotion
into the plan, if later, 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 assigned performance targets, as further discussed in this plan.
total annual incentive opportunity
The total target amount that 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
period 2008, the target incentive percent for this plan is 75%.
target incentive amount
The amount that a participant is eligible to receive if he/she achieves 100% of
his/her performance targets for a business unit. The sum of the target incentive
amounts for all business units assigned to a participant is the total target
incentive amount.
II. PLAN OBJECTIVES
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The plan is intended to provide the officers and other key colleagues of the
Company and of its subsidiaries, affiliates and certain joint venture companies,
upon whose judgement, initiative and efforts the Company depends for its growth
and for the profitable conduct of its business, with additional incentive to
promote the success of the Company.
III. ELIGIBILITY
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A participant is selected by the 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 TARGETS AND MEASUREMENT
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The CEO recommends and the CC adopts, in its sole discretion, performance
targets and performance levels for each participant, not later than 90 days from
the commencement of the plan period. No performance target or performance level
may be modified after 90 days from the commencement of the plan period.
A. Performance targets, comprising one or more financial goals, are
defined for each business unit. Each financial goal is assigned a
weight, such that the sum of the weights of all financial goals for a
business unit equals 100%.
B. Each participant is assigned performance targets for one or more
business units , based on the participant's position,
responsibilities, and his/her ability to affect the results of the
assigned business unit. For each participant, each business unit is
assigned a weight, such that the sum of the weights of all business
units for a participant equals 100%. Collectively, all business unit
performance targets constitute the participant's plan period
objectives.
C. Each financial goal is assigned performance levels (threshold, target
and outstanding).
V. PERFORMANCE EVALUATION
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A. Financial Results
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1. At the end of the plan period, the financial results for each business
unit are compared with that unit's financial goals to determine the
payout for each participant.
2. In determining the attainment of financial goals,
a. the impact of foreign exchange gains or losses will be excluded
from revenue and business EBITA criteria.
b. the impact of any of the events (1) through (9) listed in Section
4(b)(ii) of the shareholder plan, if dilutive (causes a reduction
in the financial result), will be excluded from the financial
results of any affected business unit.
3. Award Determination
a. Achievement of threshold performance of at least one financial
goal of a performance target is necessary for a participant to
receive a payout for that performance target.
b. The unweighted payout factor for each financial goal is
determined as follows:
1. For performance below the threshold level, the payout
factor is zero.
2. For performance at the threshold level, the payout
factor is 25%.
3. For performance between the threshold and target
levels, the payout factor is between 25% and 100%,
determined on a pro-rata basis.
4. For performance at the target level, the payout factor
is 100%.
5. For performance between the target and outstanding
levels, the payout factor is between 100% and 200%,
determined on a pro-rata basis.
6. For performance at or above the outstanding level, the
payout factor is 200%.
c. A participant's payout is determined as follows:
1. Each financial goal's unweighted payout factor
determined above times the weighting of that financial
goal equals the weighted payout factor for that
financial goal.
2. The sum of the weighted payout factors for a business
unit's performance target equals the payout factor for
that performance target.
3. The participant's total annual incentive opportunity
times
the participant's target incentive percent
times
the business unit weight
times
the performance target payout factor
equals
the participant's payout for that business unit
4. The sum of the payouts for all the business units
assigned to a participant equals the participant's
total payout.
d. The CC may, in its sole discretion, reduce a participant's payout
to any level it deems appropriate.
VI. PAYOUTS
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A. Payouts will be made within 90 days after the end of the plan period.
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
determined by the CC.
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 is hired or promoted into an eligible position during the
plan period may receive a prorated payout as determined by the CC, in its
sole discretion.
VII. ADMINISTRATION AND OTHER MATTERS
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A. The plan will be administered by the CC, which shall have authority in its
sole discretion to interpret and administer this plan, including, without
limitation, all questions regarding eligibility and status of any
participant, and no participant shall have any right to receive a payout or
payment of any kind whatsoever, except as determined by the CC hereunder.
B. The Company will have no obligation to reserve or otherwise fund in advance
any amount which may become payable under the plan.
C. This plan may not be modified or amended except with the approval of the
CC, in accordance with the provisions of the shareholder plan.
D. In the event of a conflict between the provisions of this plan and the
provisions of the shareholder plan, the provisions of the shareholder plan
shall apply.