EXHIBIT
10(i)
WM.
WRIGLEY JR. COMPANY
EXECUTIVE INCENTIVE COMPENSATION PROGRAM
Incorporated
into the Wm. Wrigley Jr. Company
1997 Management Incentive Plan, as amended March 9, 2004
1.
Purpose . This Executive Incentive Compensation Program (the
“Program”) is established under the Wm. Wrigley Jr.
Company 1997 Management Incentive Plan, as amended (the
“Management Incentive Plan”), for the purpose of
providing incentives to key executives of the Wm. Wrigley Jr.
Company (the “Company”) and its Associated Companies to
enhance the efficiency and profitability of the Company and its
Associated Companies by providing participating executives with an
opportunity to earn financial rewards in the form of annual
incentive payments if certain annual corporate, business unit
and/or personal performance objectives are met.
These
rewards are intended to:
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(i)
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promote initiative and creativity in the achievement of annual
corporate and unit goals;
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(ii)
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encourage the attainment of high performance personal
goals;
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(iii)
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foster effective teamwork; and
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(iv)
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assist
the Company to attract and retain highly skilled managers and
competitively reward them with variable performance-measured cash
compensation, without inflating base salaries.
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2.
Definitions .
For
purposes of the Program, certain terms used herein shall be defined
as follows:
(a)
Associated Company . A corporation or other form of business
association of which shares (or other ownership interests) having
50% or more of the voting power are owned or controlled, directly
or indirectly, by the Company.
(b)
Base Salary . The annual base salary each participant
actually earns during the Program Year, excluding, without
limitation, incentives, bonuses, overtime pay, reimbursement of
relocation and other expenses, auto allowances and employee and
fringe benefits; provided, however, that the Base Salary of certain
executives of non-U.S. Associated Companies may include additional
forms of remuneration, including but not limited to a “13
th month” pay.
(c)
Board . The Board of Directors of the Company.
(d)
Code . The Internal Revenue Code of 1986, as
amended.
(e)
Compensation Committee . The Compensation Committee of the
Board.
(f)
Executive . An executive of the Company or an Associated
Company.
(g)
Incentive Award . The incentive compensation award paid to
an Executive under the Program.
(h)
Participant . An Executive who is eligible for an Incentive
Award under the Program.
(i)
Program Year . The 12-month period beginning on January 1 of
each year.
3.
Eligibility . An Executive shall be eligible to participate
in the Program for a Program Year only if he or she is employed by
the Company or an Associated Company and is notified in writing by
the Company or an Associated Company of such Executive’s
participation. Those selected to participate will not take part in
any similar incentive plan which their particular unit may provide
for associates of the Company or an Associated Company.
4.
Participation .
The
Compensation Committee shall determine the positions and grade
levels of the Executives, if any, that shall participate in the
Program for a Program Year. The Compensation Committee shall make
such determination prior to the beginning of the Program Year, or
as soon as practicable thereafter, based upon the recommendations
of the senior management of the Company. As soon as reasonably
practicable after such determination is made, the Company shall
notify Participants in writing of their selection for participation
in the Program for such Program Year and of the manner in which
their Incentive Awards may be earned.
The
Chief Executive Officer (the “CEO”) and other
designated officers of the Company shall have the discretion during
any Program Year (i) to select additional eligible Executives for
participation in the Program, as a result of promotions or
otherwise, provided such Executives are employed in the positions
and grade levels which the Compensation Committee has designated as
eligible to participate in the Program for such Program Year, and
(ii) to terminate the participation in the Program of any
Executives who, as a result of demotions or otherwise, were
previously selected as Participants. In any such case, Incentive
Awards for any such Executives may be prorated, based on the
portion of the Program Year during which the Executives were
Participants. Unless otherwise determined by the CEO or such other
designated officer of the Company, a Participant whose employment
terminates for any reason prior to December 31 of the Program Year
shall not be entitled to receive such Incentive Award; provided,
however, that the following Participants shall share
proportionately in Incentive Awards based on corporate, unit,
and/or personal performance, as described in Section
5(b):
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(i)
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Participants on an approved leave of absence as of December 31 of
the Program Year;
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(ii)
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Participants who retire during the Program Year, with retirement
being defined as retirement from the employment of the Company on
or after attaining the minimum age specified for early or normal
retirement in any then effective retirement plan of the Company,
after a minimum of five years of employment with the Company or an
Associated Company; and
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(iii)
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Beneficiaries of the Company’s noncontributory Group Life
Insurance Plan named by Participants who die during the Program
Year.
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An
Executive shall not be entitled to participate in the Program for a
Program Year solely because such Executive was selected to
participate in the Program for any prior Program Year.
5.
Incentive Awards .
(a)
Target Award Opportunities .
Each
Program Year, the Compensation Committee shall establish Target
Award Opportunities (the “Target Award Opportunity”)
which will apply to Participants for such Program Year, either
individually or by position or grade level. The Target Award
Opportunity shall be expressed as a percentage of the
Participants’ Base Salary, and, when multiplied by each such
Participant’s Base Salary, shall represent the amount of the
Incentive Award that such Participant would be entitled to receive
if the relevant Performance Objectives, as hereinafter defined,
have been attained at designated target performance levels. The
Compensation Committee shall have the discretion each Program Year
to establish with respect to any Performance Objective a minimum
performance level to be attained for such Program Year below which
no Incentive Award would be payable hereunder. Achievement of
minimum performance will result in a payment at 50% of the Target
Award Opportunity. Higher awards up to a maximum of 200% of Target
Award Opportunities are earned for truly outstanding and
exceptional achievements above target performance
levels.
(b)
Performance Objectives .
The
payment of Incentive Awards to Participants under the Program shall
be determined by the extent to which certain performance objectives
(the “Performance Objectives”) have been attained with
respect to each Program Year. The Compensation Committee shall
establish certain Performance Objectives for the Program Year and
the manner in which Incentive Awards may be earned for such Program
Year. Unless otherwise determined by the Compensation Committee,
performance shall be measured on the basis of the following three
(3) categories of Performance Objectives:
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(i)
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Corporate Performance Objectives;
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(ii)
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Business Unit Performance Objectives; and
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