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EXHIBIT 10(g)
WM. WRIGLEY JR. COMPANY
STOCK AWARD PROGRAM
Incorporated into the Wm. Wrigley Jr. Company
1997 Management Incentive Plan, as amended March 9, 2004
1. Purposes. The purposes of this Wm. Wrigley Jr. Company Stock Award Program (the “Program”) are (a) to provide equity that may be used to supplement benefits for such Eligible Employees of the Wm. Wrigley Jr. Company (the “Company”) and its Associated Companies as may be designated for participation in the Program by awarding shares of the Common Stock; (b) to further the Eligible Employee’s identity of interest with the interests of the Company’s stockholders and increase the Eligible Employee’s stake in the future growth and prosperity of the Company; (c) to provide certain Eligible Employees with the opportunity to defer all or any portion of their stock awards hereunder; and (d) to enable the Company to employ Eligible Employees and to compete with other organizations in attracting and retaining the services of competent executives.
2. Definitions. Unless otherwise required by the context, the following terms shall have the meaning set forth in this Section 2:
(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) Beneficiary: The beneficiary designated in writing, from time to time, by the Eligible Employee, and failing such designation, the spouse, the children (per stirpes), the parents or the estate (in that order) of the Eligible Employee.
(c) Board of Directors or Board. The Board of Directors of the Company.
(d) Committee or Compensation Committee. The Compensation Committee of the Board of Directors (or such other committee that is designated by the Board) which shall administer the Program pursuant to the provisions of Section 1.5 of the 1997 Management Incentive Plan, subject to shareholder approval of the 1997 Management Incentive Plan, or such other management incentive plan then in effect.
(e) Common Stock. The Common Stock of the Company or such other class of shares or other securities as may be applicable pursuant to the provisions of Section 1.6 of the 1997 Management Incentive Plan, subject to shareholder approval of the 1997 Management Incentive Plan, or such other management incentive plan then in effect.
(f) Company. Wm. Wrigley Jr. Company, a Delaware corporation.
(g) Deferral Account. An account established for certain Eligible Employees to which stock awards, or portions thereof, deferred by such Eligible Employee are credited. For purposes of applying cross references to the Deferral Program, a Deferral Account in the
Program shall be deemed to be a deferred compensation account or deferral account under the Deferral Program.
(h) Deferral Program. The Wm. Wrigley Jr. Company Executive Incentive Compensation Deferral Program, as amended from time to time.
(i) Eligible Employee. An employee of the Company or of an Associated Company (including an officer or director who is an employee), who in the opinion of the Committee can contribute significantly to the growth and profitability of the Company or an Associated Company. The grant of a stock award to an employee by the Committee shall be deemed a determination by the Committee that such employee is an Eligible Employee.
(j) Fair Market Value. As applied to any date, the closing sale price of a share of Common Stock on the New York Stock Exchange on such date or, if no sale were made on such date, on the next preceding date on which there was a sale of the Common Stock on such exchange; provided, however, that if such method of determining Fair Market Value shall not be consistent with regulations of the Treasury Department at the time applicable to the determination of Fair Market Value in respect of a stock award, Fair Market Value shall be determined in accordance with such regulations and shall mean the value as so determined.
(k) Share Unit. A unit equivalent to one share of the Common Stock.
3. Grants of Stock Award. Subject to the provisions of the Program, the Committee may at any time, or from time to time, grant stock awards under this Program to Eligible Employees. Stock awards may be granted either with or without consultation with employees, but, anything in the Program to the contrary notwithstanding, the Committee shall have full authority to act in the matter of selection of all Eligible Employees, including those who are members of the Board of Directors, and granting stock awards to them.
4. Stock Awards. Stock awards granted under the Program shall be subject to the following provisions:
(a) A stock award shall be granted to an Eligible Employee at the discretion of the Committee.
(b) For the purposes of the Program, in determining the value of a stock award, all shares of the Common Stock subject to such award shall be valued at not less than the Fair Market Value of such shares during such period immediately preceding and/or immediately following the date such award is granted, as the Committee shall determine.
(c) Prior to January 1, 1995, or if later, upon becoming an Eligible Employee, each Eligible Employee who has been designated by the Committee as being eligible to defer all or any portion of his or her stock award hereunder, shall execute and file (or has previously executed and filed) an appropriate election form (the “Deferral Election”) with the Treasurer of the Company, specifying: (i) the portion, if any, of the Eligible Employee’s stock award, up to 100% of such award, that shall be paid pursuant to the terms of paragraph (d) below, and the portion, if any, of such award that shall be credited to a Deferral Account of Share Units pursuant to Section 6 below; and (ii)
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the form, method and timing of distribution of the Deferral Account pursuant to, and subject to the conditions and restriction of, Subsections 5(b)(ii) and (iii), and 5(d), (e) and (f), and Section 6 of the De
