FY2022

    

    

    

    

    EXECUTIVE ANNUAL INCENTIVE PLAN

    

    

    

    

    PLAN DOCUMENT

    

    

    

    

    

    

    

    

    

    

    CONFIDENTIAL

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    MAY 1, 2021

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    

    
      
        

        

        

      

      
        


    

    
    CONTENTS

    

    

    	
            Section

          	
            Subject

          	
            Page

          
	
            I.

          	
            Definitions

          	
            2

          
	
            II.

          	
            Plan Objectives

          	
            3

          
	
            III.

          	
            Eligibility

          	
            3

          
	
            IV.

          	
            Performance Measurement

          	
            3

          
	
            V.

          	
            Performance Evaluation

          	
            4

          
	
            VI.

          	
            Payouts

          	
            4

          
	
            VII.

          	
            Administration and Other Matters

          	
            5

          


    

    

    

  

  
    
      

      

      

    

    1

    
      


  

  

    
      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:

    base salary   A participant's annualized base salary as of July
      1, 2021 (excluding any temporary pay reductions), 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.

    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:

    operating

        income Net revenue less cost of sales, amortization of intangibles and operating and administrative expenses, calculated consistently with the Company’s
      adjusted results reported publicly

    revenue 

      Gross annual revenue, net of provision for returns, cancellations, etc., in a manner consistent with amounts reported for the Company’s segment and total results

    business unit  A
      business or subsidiary of the Company.

    Company    John
      Wiley & Sons, Inc.

    Executive Compensation
        and Development Committee (Committee) The committee of the Company's Board of Directors responsible for the review and approval of
      executive compensation.

    financial goal   A
      targeted level of attainment of a given business criteria.

    financial results   Actual

      achievement of Company financial goals for the
      plan year and the business financial results derived therefrom.

    funding  The
      percentage of financial results against financial
        goals deemed achieved for the Company, relative to the performance levels set, used to determine the aggregate amount available for annual incentives to be allocated to participants
      under the plan.

    objectives Assignment of strategic and measurable goals and objectives for each participant for the plan year, made by the President & CEO, and in the case of the President & CEO, the Committee.  For participants who lead a business unit, objectives include achievement of business unit financial goals.

    participant   An
      employee of the Company selected to participate in the plan.

    payout   Actual gross dollar amount paid to a participant
      under the plan, if any, based on achievement of objectives
      within the context of business funding.

    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., 105% of target).

    

    

  

  
    
      

      

      

    

    2

    
      


  

  

    personal performance
        modifier The assessment of each participant’s objectives for the plan year, made
      by the President & CEO, and in the case of the President & CEO, the Committee, expressed as a percentage between 0 and 200%.

    plan    This FY
      2022 Executive Annual Incentive Plan.

    plan year  The
      twelve-month period from May 1, 2021 to April 30, 2022, or a portion of this period, at the discretion of the Committee.

    shareholder plan 
      The Company’s 2014 Executive Annual Incentive Plan.

    target incentive amount  

      The amount that a participant is eligible to receive if financial goals are achieved at the target performance level and objectives are at 100%.

    target incentive percent  

      The percent applied to the participant's base salary to determine the target incentive amount for this plan.

    

    

    
      II. PLAN OBJECTIVES

    

    

    

    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

    

    

    

    A participant is selected by the President & CEO and
      recommended for participation to the Committee, 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. Designation
      of a participant eligible to receive an incentive hereunder for a particular plan year shall not require designation of such participant eligible to receive a payout in any
      subsequent plan year.

    

    

    

    

    
      IV. PERFORMANCE MEASUREMENT

    

    

    

    The plan uses two categories for performance
      measurement:  Company financial performance and personal performance.

    

    

    
      	
              A.

            	
              Financial Performance

            


    

    	

          	1.	
            The CEO recommends and the Committee adopts, in its sole
              discretion, financial goals and performance
                levels for the Company to be used in the plan year.

          


    	

          	2.	
            Each financial goal is assigned a weight, such that the sum of the
              weights of all financial goals equals 100%.

          


    

    

    

    

    
      	
              B.

            	
              Personal Performance

            


    

    
      	
              1.

            	
              Each participant’s objectives are determined at
                the beginning of the plan year by the participant
                and the President & CEO.  The President & CEO’s objectives are determined by the President & CEO and the Committee.

            


    

    
      	
              2.

            	
              Objectives may be revised during the plan year, as appropriate.

            


    

    

    

    
      
        

        

      

      3

      
        


    

    
      V. PERFORMANCE EVALUATION

    

    

    

    	A.	
            Financial Performance

          


    
      	
              1.

            	
              Actual financial results achieved by the Company will be determined at the end of the plan

                  year, by comparing financial results with previously set financial goals.

            


    

    
      	
              2.

            	
              In determining the attainment of financial results,

            


    

    
      	
              a.

            	
              the impact of foreign exchange gains or losses will be excluded.

            


    

    
      	
              b.

            	
              the impact of any of the events (1) through (9) listed in Section 4(b)(ii) of the shareholder plan will be excluded from the financial results of any affected business unit.

            


    

    
      	
              3.

            	
              Funding

                  

            


    

    
      	
              a.

            	
              Funding under the plan is determined on a continuum, as follows:

            


    

    
      	
              1.

            	
              For performance below the threshold level, the funding is zero.

            


    

    
      	
              2.

            	
              For performance at the threshold level, the funding is 50%.

            


    

    
      	
              3.

            	
              For performance between the threshold and target levels, the funding is between
                50% and 100%, determined on a pro-rata basis.

            


    

    
      	
              4.

            	
              For performance at the target level, the funding is 100%.

            


    

    
      	
              5.

            	
              For performance between the target and outstanding levels, the funding is
                between 100% and 150%, determined on a pro-rata basis.

            


    

    
      	
              6.

            	
              For performance at or above the outstanding level, the funding is 150%.

            


    

    
      	
              b.

            	
              In the case where the Company misses threshold performance for one or both financial

                  goals, but achieves 85% of the Company’s full-year operating income target, a minimum funding of 50% will be available for payout under the plan.

            


    

    
      	
              B.

            	
              Personal Performance

            


    

    
      	
              1.

            	
              At the end of the plan year, each participant’s performance will be measured by
                achievement of his/her objectives, with a personal performance modifier in the range of 0-200%.  This assessment will be made by the President & CEO, and in the case of the President & CEO, by the Committee.  The personal performance modifier is multiplied by the funding to determine payout under the plan.

            


    

    
      	
              2.

            	
              The Committee approves payouts made to all participants under the plan.

            


    

    

    

    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 the payout for the plan year, the payout, if any, will be determined by the Committee.  Any such payout will be calculated as noted in
                Section V.

               

                

            


    

    
      	
              C.

            	
              A participant must be actively employed by the
                Company on the date of payout without having given notice or having been given notice of termination to be eligible for a payout for the plan year. Exceptions to
                this provision shall be made with the approval of the Committee, in its sole discretion.

            


    

    

    

    
      	
              D.

            	
              A participant who is hired or promoted into an
                eligible position during the plan year may receive a prorated payout as determined by the Committee, in its sole discretion.

            


    

    

    

    

    
      
        

        

      

      4

      
        


    

    VII.    ADMINISTRATION AND OTHER MATTERS

    

    

    
      	
              A.

            	
              The plan will be administered by the Committee, 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 Committee 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.

            	
              In the event that the Company is required to
                file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees, and/or material non-compliance with Securities laws, the Company will require reimbursement of any annual incentive compensation awarded to all participants
                in the amount by which such compensation exceeded any lower payment that would have been made based on the restated financial results,
                for the fiscal year in which the restatement was required, to the full extent required or permitted by law. 

            


    

    

    

    If a participant is directly
      responsible for or involved in fraud, gross negligence or intentional misconduct that causes the Company to file a restatement of its financial
      results, the Company will require reimbursement of all annual incentive compensation awarded to such participant, for the fiscal year in which the restatement was required, to the full extent required or permitted by law.

    

    

    The action permitted to be taken by the Company
      under this section (C) is in addition to, and not in lieu of, any and all other rights of the Company and/or the Committee under applicable law and shall apply notwithstanding anything to the contrary in this plan.

    

    

    
      	
              D.

            	
              This plan may not be modified or amended except
                with the approval of the Committee, in accordance with the provisions of the shareholder plan.

            


    

    

    

    
      	
              E.

            	
              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.

              

                

            


    

    
      	
              F.

            	
              In the event that any provision of this plan
                shall be considered illegal or invalid for any reason, such illegality and invalidity shall not affect the remaining provisions of the plan,
                but shall be fully severable, and the plan shall be construed and enforced as if such illegal or invalid provision had never been
                contained therein.

            


    

    

    

    

    

    
      

      

    

  

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