WHEREAS , John Wiley & Sons, Inc. (hereinafter referred to as the "Company") maintains the Supplemental Executive Retirement Plan (hereinafter referred to as "SERP"), consisting of Part A ? containing the provisions of the 1989 Supplemental Executive Retirement Plan ? and Part B ? containing the pro
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JOHN WILEY & SONS, INC.
WHEREAS , John Wiley & Sons, Inc. (hereinafter referred to as the “Company”) maintains the Supplemental Executive Retirement Plan (hereinafter referred to as “SERP”), consisting of Part A – containing the provisions of the 1989 Supplemental Executive Retirement Plan – and Part B – containing the provisions of the 2005 Supplemental Executive Retirement Plan – to provide additional retirement income and death benefit protection for certain executives of the Company or one of its subsidiaries and in recognition of their contributions to the Company in carrying out senior management responsibilities; and
WHEREAS , pursuant to Section 7.1 Part A of the SERP and Section 7.1 of Part B of the SERP, the Board of Directors of the Company reserves the right to amend the SERP from time to time subject to certain conditions not here relevant; and
WHEREAS , the Company, based on recommendation by management and agreement by the Executive Compensation and Development Committee, wishes to extend participation in Part B of the SERP to Stephen M. Smith, subject to its terms and conditions, and Mr. Smith executing a letter of agreement in such form as said Committee shall direct as required by Section 2.1(b) of Part B of the SERP (the “2009 Letter Agreement”); and
WHEREAS , the Board of Directors of the Company deems it advisable to amend the SERP at this time to make certain changes to the terms and conditions of the SERP affecting certain named employees of the Company as set forth in Appendix B of Part A of the SERP and Appendix A of Part B of the SERP.
NOW, THEREFORE, be it
RESOLVED , that participation in Part B of the SERP be, and it hereby is, extended to Stephen M. Smith, subject to its terms and conditions, and Mr. Smith executing the 2009 Letter Agreement, effective as of June 1, 2009; and be it further
RESOLVED , that the SERP be, and it hereby is, amended effective as of October 1, 2009 in the following respects:
3. Section 3.1 of Part A of the SERP is amended by adding the following new subsection (d) at the end thereof:
4. The first sentence of Section 3.1(a) of Part B of the SERP is amended by inserting immediately following the phrase “Subject to the provisions of Section 4 and 8” the following phrase:
“and unless otherwise provided in an appendix to the Plan,”
RESOLVED , that it is the Company’s intention to operate the SERP in compliance with the provisions of Section 409A of the Internal Revenue Code and any regulations or other guidance issued thereunder; and be it further
RESOLVED , that the Senior Vice President, Human Resources of the Company hereby is authorized and empowered to take any actions on the advice of counsel which may be necessary or appropriate to