
Exhibit 10.13
JOHN WILEY & SONS, INC.
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FY 2008 QUALIFIED EXECUTIVE LONG TERM INCENTIVE PLAN
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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 3
VI. Restricted Performance Shares Award Provisions 4
VII. Stock Options 5
VIII. Payouts 5
IX. Administration and Other Matters 5
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 Long Term Incentive Plan.
shareholder plan
The Company's 2004 Key Employee Stock Plan.
plan period
The three year period from May 1, 2007 to April 30, 2010, 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 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 7(b)(ii)(B) of the shareholder plan. The following business criteria
are used in this plan:
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.
financial goal
A targeted level of attainment of a given business criteria.
financial results
The published, audited financial results of the Company.
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.)
target incentive
A targeted number of restricted performance shares that a participant is
eligible to receive if 100% of his/her/her applicable performance targets are
achieved and the participant remains employed by the Company through April 30,
2012, except as otherwise provided in Section VIII.
stock
Class A Common Stock of the Company.
restricted performance share
A share of stock issued pursuant to this plan and the shareholder plan that is
subject to forfeiture. In the shareholder plan, such stock is referred to as
"Performance-Based Stock."
restricted period
The period during which the restricted performance shares shall be subject to
forfeiture in whole or in part, as defined in the shareholder plan, in
accordance with the terms of the award.
plan-end adjusted restricted performance shares award
The number of restricted performance shares awarded to a participant at the end
of the plan cycle after adjustments, if any, are made, as set forth in Sections
V and VIII.
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 judgment, 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, the impact of any of
the events (a) through (i) listed in Section 7(b)(ii)(B) of the
shareholder plan, if dilutive (causes a reduction in the financial
result) will be excluded from the financial results for 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 plan-end adjusted restricted performance shares
award 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 target incentive
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 plan-end adjusted restricted performance shares
award.
d. The CC may, in its sole discretion, reduce a participant's payout
to any level it deems appropriate.
VI. RESTRICTED PERFORMANCE SHARES AWARD PROVISIONS
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A. Restricted performance shares, equal to a participant's target incentive,
shall be determined at the beginning of the plan period. In addition to the
terms and conditions set forth in the shareholder plan, the restricted
period for the plan-end adjusted restricted performance shares award shall
be as follows: subject to continued employment except as otherwise set
forth in the shareholder plan, the lapse of restrictions on one-half of the
restricted performance shares awarded will occur on the first anniversary
of the plan period end date (April 30, 2011) at which time the participant
will receive a stock certificate in a number of shares equal to one-half of
the restricted performance shares awarded with the restrictive legend
deleted, and the lapse of restrictions on the remaining half will occur on
the second anniversary of the plan period end date (April 30, 2012) at
which time the participant will receive a new stock certificate in a number
of shares equal to the remaining half with the restrictive legend deleted.
B. The plan-end adjusted restricted performances share award will be compared
to the restricted performance shares targeted at the beginning of the plan
period, and the appropriate amount of restricted performance shares will be
awarded or forfeited, as required, to bring the restricted performance
shares award to the number of shares designated as the plan-end adjusted
restricted performance shares award.
VII. STOCK OPTIONS
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The participant may be granted a stock option pursuant to the shareholder plan
at the beginning of the plan period, representing another incentive vehicle by
which the participant is able to share in the equity growth of the Company. The
terms and conditions of the award of the stock option are contained in the
shareholder plan and in the stock option award.
VIII. PAYOUTS
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A. Plan-end adjusted restricted performances share awards 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 the plan-end adjusted restricted performances
share award being earned, the award, 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 the award is earned, will not
receive an award. Exception to this provision shall be made with the
approval of the CC, in its sole discretion.
D. In the event of a participant's retirement, all plan-end adjusted
restricted performances share awards earned, but not yet vested, will
automatically vest, and will be paid out in cash based on the fair
market value on the next fiscal year end, if approved by the CC, in
its sole discretion. Any plan-end adjusted restricted performances
share award that would have been earned by the participant in the year
of retirement may be paid out in cash based on the fair market value
on the next fiscal year end, if approved by the CC, in its sole
discretion.
E. In the event of constructive discharge or without cause termination
following a Change of Control, as that term is defined in the
shareholder plan, all "target" restricted performance shares vest to
the participant, or at the CC's option, payment will be made of the
value of the "target" restricted performance shares based on the fair
market value on the effective date of the Change of Control.
F. A participant who is hired or promoted into an eligible position
during the plan period may receive a prorated plan-end adjusted
restricted performances share award as determined by the CC, in its
sole discretion.
IX. 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.
E. No awards of any type under this plan shall be considered as
compensation for purposes of defining compensation for retirement,
savings or supplemental executive retirement plans, or any other
benefit.