Exhibit 10.2
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:
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1. The SERP is
amended to make certain changes to the terms and conditions of the
SERP affecting certain named employees of the Company by
incorporating at the end thereof Appendix B of Part A and Appendix
A of Part B attached hereto and made a part thereof.
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2. The first
sentence of Section 3.1(a) of Part A of the SERP is amended by
inserting immediately following the phrase “Subject to the
provisions of Section 4 and 8” the following
phrase:
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“and
unless otherwise provided in an appendix to the
Plan,”
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3. Section
3.1 of Part A of the SERP is amended by adding the following new
subsection (d) at the end thereof:
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Notwithstanding
any provision in the Plan to the contrary, the
Participant named on Appendix B of Part A shall receive,
in addition to any post-retirement income benefit determined under
Section 3.1(a) of the Plan, a supplementary retirement benefit as
set forth in Appendix B of Part A, subject to the terms and
conditions set forth therein.”
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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
