WM. WRIGLEY JR. COMPANY DEFERRED COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORSEquity Incentive Plan Agreement |
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EXHIBIT 10(e)
WM. WRIGLEY JR. COMPANY
DEFERRED COMPENSATION PROGRAM FOR NON-EMPLOYEE DIRECTORS
Incorporated into the Wm. Wrigley Jr. Company
1997 Management Incentive Plan, as amended March 9, 2004
1. Purpose. The purpose of this Deferred Compensation Program for Non-Employee Directors (the “Program”) is to enable Non-Employee Directors (the “Director(s)”) of the Wm. Wrigley Jr. Company (the “Company”) to defer compensation earned as Directors.
2. Deferral Elections.
(a) Prior to January 1, 1995 or, if later, upon a Director’s election to the Board of Directors of the Company (the “Board”), each Director shall execute and file (or has previously executed and filed) an appropriate election (the “Deferral Election”) with the Company, specifying the portion, if any, of the Director’s compensation to be deferred, up to 100% of such compensation, the investment options to which the deferral shall be credited and the form, method and timing of distribution of the deferrals. The Deferral Election made hereunder prior to January 1, 1995 (the “1995 Election”) shall control the distribution of (a) all amounts deferred pursuant to the 1995 Election, and (b) effective on the second anniversary of the date such Deferral Election is made, all amounts deferred pursuant to Deferral Elections made prior to January 1, 1994, in each case, unless a subsequent valid Deferral Election is filed; provided, however, that, the 1995 Election shall not be effective with respect to the form, method and timing of distribution of any deferral that the Director is, or is scheduled to be, receiving within two years following the date such 1995 Election is made.
(b) Deferrals shall be elected in whole percentages to a maximum of 100% of all compensation payable to the Directors in the year subject to the Deferral Election. In addition the Director shall elect in his or her Deferral Election the percentage of the deferral that shall be credited among the deferral options ( the “Deferral Options”) described below:
(i) credits (“Investment Fund Credits”) equivalent to amounts invested in such investment funds that are offered, from time to time, to participants in the Wrigley Savings Plan and selected by the Board for this purpose, or in any other or additional fund or funds as the Board shall determine (each an “Investment Fund,” and together the “Investment Funds”); and
(ii) share units (“Share Units”), a unit equivalent to a share of the Common Stock of the Company (the “Common Stock”).
In accordance with procedures prescribed by the Company, Directors may elect to transfer their deferred compensation from one Deferral Option to a different Deferral Option, including transferring Investment Fund Credits from one Investment Fund to a different Investment Fund; provided, however, that in no event may any such election become effective sooner than thirty (30) days following the effective date of any prior transfer election. Notwithstanding the foregoing, the Board may, from time to time, discontinue any of the Investment Funds described in clause (i) above. In such event, the Director shall elect in accordance with procedures
prescribed by the Company, to transfer the amounts deferred in the discontinued Investment Fund to such other Deferral Options as the Board shall make available at such time. In the event that the Director shall fail to timely elect a new Deferral Option, such amounts shall be transferred to a Deferral Option that the Board deems appropriate.
(c) Directors shall elect on the Deferral Election the form, method and timing of distribution of amounts deferred hereunder. Distributions under this Section 2 shall begin as soon as practicable following the date specified in the Director’s Deferral Election, but may not begin earlier than as soon as practicable following March 31 next following the date on which the Director ceases to be a Director for any reason; provided, however, that in no event may distribution commence later than as soon as practicable following the March 31st following the calendar year in which the Director attains age seventy (70). Such payment shall be made, pursuant to the Director’s election in the Deferral Election, (i) in the form of a lump-sum payment, (ii) in substantially equal annual installments over a period not to exceed fifteen years, or (iii) in any combination of (i) and (ii) above. If a Director elects installment payments, the unpaid balance thereof shall continue to accrue interest, earnings and dividend equivalents, computed in accordance with the provisions of Section 4 below, and shall be prorated and paid over the installment period.
(d) A Director may change his or her prior distribution election at any time, and from time to time; provided, however, that any such distribution election shall not become effective until the first anniversary of the date such distribution election is made; and provided, further, that no distribution election with respect to the distribution of amounts attributable to any deferral will be effective if the Director is, or is scheduled to be, receiving distributions with respect to such deferral within one year following the date such subsequent distribution election is made. In the event an election does not become effective, the prior valid election of such Director shall govern the form, method and timing of distribution.
(e) Investment Fund Credits shall be distributed in cash and, except as permitted by the Board, Share Units shall be distributed in shares of Common Stock.
(f) If a Director fails to make a valid
