directorstockplan91709.htm


    Directors Stock Plan - September
17, 2009

    
 

    
      

      

    

    Exhibit
10.3

    


    


    


    2009
DIRECTOR STOCK PLAN

    


    


    
      	
              1.  

            	
              Purposes.  The
      purposes of the  2009 Director Stock Plan (the “Director Plan”)
      are to (a) attract and retain highly qualified individuals to serve as
      directors of John Wiley & Sons, Inc. (the “Company”) and (b) to
      increase the Non-Employee Directors’ (as defined below) stock ownership in
      the Company.

            


    

     

    
      	
              2.  

            	
              Effective Date.
      Provided that it is approved by the shareholders, the Director Plan
      shall be effective as of September 17,
2009.

            


    

     

    
      	
              3.  

            	
              Participation.  Only
      Non-Employee Directors shall be eligible to participate in the Director
      Plan.  A “Non-Employee Director” is a person who is serving as a
      director of the Company and who is not an employee of the Company or any
      Subsidiary of the Company.

            


    

     

    
      	
              4.  

            	
              Shares Subject to the
      Plan.  Subject to adjustment as provided in Section 8
      below, no more than an aggregate of 100,000 shares of Class A Common Stock
      (the “Common Stock”) shall be delivered to Non-Employee Directors or their
      beneficiaries under the Director Plan, which shall be treasury
      shares.  All shares awarded under the Director Plan will be
      charged against the total available for
grant.

            


    

     

    
      	
              5.  

            	
              Restricted Stock
      Grant.  Beginning with the annual meeting held in
      September 2009, and as soon as practicable after every Annual Meeting,
      each Non-Employee Director shall receive shares of the Company’s Common
      Stock, (rounded upward or downward to the nearest whole share), equal in
      value to 100 percent of the cash compensation which such Non-Employee
      Director has received (or would have received but for an election pursuant
      to Section 6 below) from the Company for services as a Non-Employee
      Director during the period beginning on the day immediately following the
      Annual Meeting in the preceding year and ending with the date of the just
      concluded Annual Meeting. Cash compensation for purposes of this paragraph
      shall include the annual retainer fee, but shall exclude the additional
      retainer fees paid to committee chairmen and any expense
      reimbursements.  The value of the Common Stock for purposes of
      this paragraph shall be determined as of the date of the just concluded
      Annual Meeting and shall be equal to the closing price for the Common
      Stock as reported by any exchange on which the Common Stock may be listed
      on such date or, if no shares of the Common Stock were traded on such
      date, on the next preceding date on which the Common Stock was
      traded.  The grant shares may not be sold or transferred during
      the time the Non-Employee Director remains a Director, but may be sold or
      transferred in the case of death or disability of the Non-Employee
      Director.

            


    

     

    
      	
              6.  

            	
              Election to Receive Stock in
      Lieu of Eligible Cash Fees.  Subject to the terms and
      conditions of the Director Plan, each Non-Employee Director may elect to
      receive shares of Common Stock (rounded upward or downward to the nearest
      whole share) in lieu of all or a portion of the cash compensation
      otherwise payable for services to be rendered by such Non-Employee
      Director during the Director Year (as defined below) which begins after
      the date on which such election is made.  The Company encourages
      Non-Employee Directors to make this election.  This election may
      be made in increments of 25%, 50%, 75% or 100% of such compensation, as
      determined in accordance with Section 7 below.  A “Director
      Year” is the twelve-month period beginning on April 1 of each calendar
      year and ending on March 31 of the immediately following calendar
      year.  An election under this Section 6 to have cash
      compensation paid in shares of Stock shall be valid only if it is in
      writing, signed by the Non-Employee Director, and filed with the Corporate
      Secretary of the Company. The election must be irrevocable with respect to
      the Director Year to which it applies and must be made no later than six
      months prior to the beginning of such Director Year.  Common
      Stock to be received by a Non-Employee Director pursuant to his or her
      election shall be distributed to such Non-Employee Director at the end of
      each calendar quarter. For purposes of this paragraph, cash compensation
      shall mean the Non-Employee Director’s annual retainer fee and the
      additional retainer fee received by committee
  chairmen.

            


    

     

    
      	
              7.  

            	
              Equivalent Amount of
      Stock.  The number of whole shares of Common Stock to be
      distributed to a Non-Employee Director in accordance with the Non-Employee
      Director’s election made under Section 6 above shall be equal
      to:

            


    

     

    (a) the
amount of the cash compensation which the Non-Employee Director has elected to
forego in exchange for shares of Stock, divided by

     

    (b) the
closing price for the Common Stock as reported by any exchange on which the
Common Stock may be listed on the date of the regularly scheduled quarterly
meeting of the Board of Directors or, if no shares of Common Stock were traded
on such date, on the next preceding date on which the Common Stock was
traded.

     

    
      	
              8.  

            	
              Change in Capital
      Stock.  The total number of shares of Common Stock that
      may be issued under the Director Plan generally shall be appropriately
      adjusted for any change in the outstanding shares of Common Stock through
      recapitalization, stock split, stock dividend or other change in the
      corporate structure, or through merger or consolidation in which the
      Company is the surviving corporation.  The Board in its
      discretion will determine such adjustments and the manner of
      application.

            


    

     

    
      	
              9.  

            	
              Nonassignability.  No
      rights under the Director Plan shall be assignable or transferable by a
      Non-Employee Director other than by will or the laws of descent and
      distribution.

            


    

     

    
      	
              10.  

            	
              Legal
      Requirements.  The issuance of shares pursuant to the
      Director Plan and the subsequent transfer of such shares shall be
      conditioned upon compliance with the listing requirements of any
      securities exchange upon which the Stock may be listed, the requirements
      of the Securities Act of 1933, as amended, the Securities Exchange Act of
      1934, as amended, and the requirements of applicable state laws relating
      to authorization, issuance or sale of securities.  The Board may
      take such measures as it deems desirable to secure compliance with the
      foregoing.

            


    

     

    
      	
              11.  

            	
              Administration.  The
      Board shall administer and interpret the Director Plan in its sole
      discretion.

            


    

     

    
      	
              12.  

            	
              Construction; Amendment;
      Termination.  The Director Plan shall be construed in
      accordance with the laws of the State of New York, and may be amended by
      action of the Board and approval of the shareholders, or terminated at any
      time by action of the Board.

            


    

     

     

    
      	
               
      

            	
              Approved
      by the Board of Directors—September 18,
2009