incentiveplan61809.htm

Executive Annual Incentive Plan - June 18, 2009

     

    
      

      

    

     

    Exhibit
10.2

    


    


    John
Wiley & Sons, Inc.

    2009
Executive Annual Incentive Plan

    


    


    
      	
              1.  

            	
              PURPOSE.
      The principal purposes of the John Wiley & Sons, Inc. 2009 Executive
      Annual Incentive Plan (the "Plan") are to enable John Wiley & Sons,
      Inc. (the "Company") to reinforce and sustain a culture devoted to
      excellent performance, reward significant contributions to the success of
      the Company, and attract and retain highly qualified
      executives.

            


    

    


    
      	
              2.  

            	
              ADMINISTRATION
      OF THE PLAN.
      The Plan will be administered by a committee (the "Committee") appointed
      by the Board of Directors of the Company from among its members (which may
      be the Executive Compensation and Development Committee or a subcommittee
      thereof) and shall be comprised solely of no fewer than two members, all
      of whom shall be "qualified outside directors" within the meaning of
      Treasury Regulation Section 1.162-27(e)(3) under Section 162(m) of the
      Internal Revenue Code of 1986, as amended (the
  "Code").

            


    

    


    
      	
               
      

            	
              The
      Committee shall have all the powers vested in it by the terms of this
      Plan, including the authority (within the limitations described herein) to
      select participants in the Plan, to determine the time when cash target
      awards will be granted, to determine whether objectives and conditions for
      achieving cash target awards have been met, to determine whether awards
      will be paid out at the time set forth in Section 4(c) below or deferred,
      and to determine whether a cash target award or payout of an award should
      be reduced or eliminated.  It is intended that any cash target
      awards under the Plan satisfy all requirements for “performance-based
      compensation” within the meaning of Section 162(m) of the Internal Revenue
      Code of 1986, as amended, where
applicable.

            


    

    


    
      	
               
      

            	
              The
      Committee shall have full power and authority to administer and interpret
      the Plan and to adopt such rules, regulations, agreements, guidelines and
      instruments for the administration of the Plan and for the conduct of its
      business as the Committee deems necessary or advisable. The Committee's
      interpretations of the Plan, and all actions taken and determinations made
      by the Committee pursuant to the powers vested in it hereunder, shall be
      conclusive and binding on all parties concerned, including the Company,
      its stockholders and any person granted a cash target award under the
      Plan.

            


    

    


    
      	
               
      

            	
              The
      Committee may delegate all or a portion of its administrative duties under
      the Plan to such officers or other employees of the Company as it shall
      determine; provided,
      however, that no delegation shall be made regarding the selection
      of participants in the Plan, the amount and timing of cash target awards
      or payouts of awards, or the objectives and conditions pertaining to cash
      target awards or payouts of awards.

            


    

    


    
      	
              3.  

            	
              ELIGIBILITY.
      The Committee, in its discretion, may grant cash target awards to key
      corporate management executives for each fiscal year of the Company as it
      shall determine. For purposes of the Plan, key corporate management
      executives shall be defined as those persons designated as such from time
      to time by the Committee. Key corporate management executives granted cash
      target awards for a fiscal year of the Company are referred to as
      "participants" for such fiscal
year.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              4.  

            	
              AWARDS.

            


    

    


    
      	
              a.  

            	
              Granting of Cash Target
      Awards. For each fiscal year of the Company commencing with the
      fiscal year beginning May 1, 2009, each participant shall be granted a
      cash target award under the Plan as soon as practicable and no later than
      90 days after thecommencement of such fiscal years, provided, however, that
      if an individual becomes eligible to participate, that individual may be
      granted a cash target award after no more than 25% of the period of
      service to which the cash target award relates has
  elapsed.

            


    

    


    
      	
              b.  

            	
              Performance
      Targets.

            


    

    
      	
              i.  

            	
              For
      each fiscal year of the Company commencing with the fiscal year beginning
      May 1, 2009, the annual performance targets for each cash target award
      shall be determined by the Committee in writing, by resolution of the
      Committee or other appropriate action, not later than 90 days after the
      commencement of such fiscal year.  The performance targets shall
      state, in terms of an objective formula or standard, the method for
      computing the amount of compensation payable to the applicable participant
      if such performance targets are attained.  If an individual
      becomes eligible to participate, that individual's performance targets may
      be determined by the Committee in writing, by resolution of the Committee
      or other appropriate action, after no more than 25% of the period of
      service to which the performance targets relate has
    elapsed.

            


    

    


    
      	
              ii.  

            	
              The
      annual performance targets for each cash target award shall be based on
      achievement of hurdle rates and/or growth in one or more business criteria
      that apply to the individual participant, including one or more business
      units or the Company as a whole. The business criteria shall be as
      follows, individually or in combination: (A) net income; (B)
      earnings per share; (C) revenue; (D) net sales growth; (E) market share;
      (F) operating income; (G) expenses; (H) working capital; (I) operating
      margin; (J) return on equity; (K) return on assets; (L) market price per
      share; (M) total return to stockholders; (N) cash flow; (0) free cash
      flow; (P) return on investment; (Q) earnings before interest, taxes,
      depreciation and amortization; (R) earnings before interest, taxes and
      amortization; (S) global profit contribution; (T) global cash flow; (U)
      economic value added; and (V) objectively quantifiable customer or
      constituency satisfaction. In addition, the performance targets may
      include comparisons to performance of other companies or indices, using
      one or more of the foregoing business criteria.  The Committee
      may provide in any cash target award that any evaluation of performance
      exclude any of the following events that occurs during a performance
      period: (1) asset write-downs; (2) litigation or claim judgments or
      settlements; (3) the effect of
      changes in tax law, accounting principles or methodology, or other laws or
      provisions affecting reported results; (4) accruals for reorganization and
      restructuring programs; (5) any non-recurring items as described in
      management's discussion and analysis of financial condition and results of
      operations appearing in the Company's annual report to stockholders for
      the applicable year; (6) acquisitions or divestitures; (7) any
      non-required contributions to the Company pension plan; and (8) foreign
      exchange gains and losses; and (9) cash capital expenditures for
      facilities acquisition or
construction.

            


    

    


    
      	
              c.  

            	
              Payout of Awards. As a
      condition to the right of a participant to receive cash payout of an award
      granted under this Plan, the Committee shall first be required to certify
      in writing, by resolution of the Committee or other appropriate action,
      that achievement of the award has been determined in accordance with the
      provisions of this Plan. Awards for a fiscal year shall be payable
      following the certification thereof by the Committee for such fiscal year,
      and by not later than the 15th
      day of the third month following the later of  (i) the end of
      such fiscal year or (ii) the end of the participant’s taxable year in
      which occurs the end of the fiscal
year.

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    
      	
              d.  

            	
              Discretion. After a
      cash target award has been granted, the Committee shall not increase such
      cash target award, and after a performance target has been determined, the
      Committee shall not revise such performance target in a manner that would
      increase the amount of compensation otherwise payable in respect of the
      award. Notwithstanding the attainment by the Company and a participant of
      the applicable targets, the Committee has the discretion, by participant,
      to reduce, prior to the confirmation of the award, some or all of an award
      that otherwise would be paid.

            


    

    


    
      	
              e.  

            	
              Deferral. The Committee
      may authorize participants to defer the payout of an award or a portion of
      an award, in such manner as is consistent with the intent to comply with
      the rules under Code Section 409A.  The Committee may determine the
      periods of such deferrals and any interest, not to exceed a reasonable
      rate, to be paid in respect of deferred payments. The Committee may also
      define such other conditions of payouts of awards as it may deem desirable
      in carrying out the purposes of the Plan, in such manner as is consistent
      with the intent to comply with the rules under Code Section
      409A.

            


    

    


    
      	
              f.  

            	
              Maximum Payout per Fiscal
      Year. No individual participant may receive a cash target award or
      a payout of an award under the Plan which is more than $6 million in any
      fiscal year, excluding deferred amounts from prior
  years.

            


    

    


    
      	
              5.  

            	
              MISCELLANEOUS
      PROVISIONS.

            


    

    


    
      	
              a.  

            	
              Withholding Taxes. The
      Company (or the relevant subsidiary or affiliate) shall have the right to
      deduct from all payouts of awards hereunder any federal, state, local or
      foreign taxes required by law to be withheld with respect to such
      payouts.

            


    

    


    
      	
              b.  

            	
              No Rights to Cash Target
      Awards. Except as set forth herein, no person shall have any claim
      or right to be granted a cash target award under the Plan. Neither the
      Plan nor any action taken hereunder shall be construed as giving any
      person any right to be retained in the employ of the Company or any of its
      subsidiaries, divisions or
affiliates.

            


    

    


    
      	
              c.  

            	
              Funding of Plan. The
      Plan shall be unfunded. The Company shall not be required to establish any
      special or separate fund or to make any other segregation of assets to
      assure the payout of any award under the
Plan.

            


    

    


    
      	
              6.  

            	
              EFFECTIVE
      DATE, AMENDMENTS AND TERMINATION.

            


    

    


    
      	
              a.  

            	
              Effective Date. The
      Plan shall be effective as of June 18, 2009, the date on which it was
      adopted by the Committee and ratified by the Board (the "Effective Date"),
      provided that the Plan is approved by the stockholders of the Company at
      an annual meeting or any special meeting of stockholders of the Company
      within 12 months of the Effective Date, and such approval of stockholders
      shall be a condition to the right of each participant to receive any cash
      target awards or payouts hereunder. Any cash target awards granted under
      the Plan prior to such approval of stockholders shall be effective as of
      the date of grant (unless, with respect to any cash target award, the
      Committee specifies otherwise at the time of grant), but no such award may
      be paid out prior to such stockholder approval, and if stockholders fail
      to approve the Plan as specified hereunder, any such award shall be
      cancelled.

            


    

     

    
      	
              b.  

            	
              Amendments. The
      Committee may at any time terminate or from time to time amend the Plan in
      whole or in part, but no such action shall adversely affect any rights or
      obligations with respect to any cash target awards theretofore granted
      under the Plan.

            


    

    


    
      	
               
      

            	
              Unless
      the stockholders of the Company shall have first approved thereof, no
      amendment of the Plan shall be effective which would: (i) increase the
      maximum amount which can be paid to any participant under the Plan; (ii)
      change the types of business criteria on which performance targets are to
      be based under the Plan; or (iii) modify the requirements as to
      eligibility for participation in the
Plan.

            


    

    


    
      	
              c.  

            	
              Termination. No cash
      target awards shall be granted under the Plan after the Annual Meeting of
      Shareholders in September 2014.