WM. WRIGLEY JR. COMPANY STOCK DEFERRAL PROGRAM FOR NON-EMPLOYEE DIRECTORSEquity Incentive Plan Agreement |
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EXHIBIT 10(f)
WM. WRIGLEY JR. COMPANY
STOCK DEFERRAL 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 Stock Deferral Program for Non-Employee Directors (the “Program”) is to promote the interests of Wm. Wrigley Jr. Company (the “Company”) and its shareholders by apportioning a part of the total compensation payable to its non-employee directors (“Non-Employee Directors”) as deferred income distributed in the form of the Company’s common stock, without par value (“Common Stock”), thereby increasing the Non-Employee Directors’ beneficial ownership of Company stock and their proprietary interest in the Company.
2. Common Stock Units. In addition to the cash compensation otherwise payable to its Non-Employee Directors as may by determined from time to time, the Company shall establish and maintain a Deferred Stock Account in the name of each Non-Employee Director. Subject to the provisions of Section 9, as soon as administratively practicable following the last day of each fiscal year, the Company shall credit to the Deferred Stock Account of each person who was a Non-Employee Director of the Company on that day or who ceased to be a Non-Employee Director after March 31 of that fiscal year by reason of his or her disability or death, a number of Common Stock Units equal in value to the annual retainer amount in effect for Non-Employee Directors as of such date (without regard to other fees or retainers or the actual retainer amount actually received by any such Non-Employee Director) divided by the price of a share of Common Stock on the New York Stock Exchange during such period immediately preceding and/or immediately following such date, as the Board of Directors of the Company (the “Board”) shall determine.
3. Dividend Equivalents. As of each dividend payment date declared with respect to the Company’s Common Stock, the Company shall credit the Deferred Stock Account of each Non-Employee Director with an additional number of Common Stock Units equal to:
(a) the product of (i) the dividend per share of the Company’s Common Stock which is payable as of the dividend payment date, multiplied by (ii) the number of Common Stock Units credited to the Non-Employee Director’s Deferred Stock Account as of the applicable dividend record date:
DIVIDED BY
(b) the price of a share of the Company’s Common Stock on the New York Stock Exchange during such period immediately preceding and/or immediately following the dividend payment date, as the Board shall determine.
4. Payment of Deferred Stock Accounts. (a) Each Non-Employee Director, or in the event of death, his or her beneficiary, shall be entitled to receive distribution of his or her
Deferred Stock Account in such form, method and timing determined pursuant to Sections 4(b), 4(c) and 4(d) below. Common Stock Units with respect to which no transfer of stock has yet occurred shall continue to be credited with dividend equivalents in accordance with Section 3, above.
(b) Deferral Elections. Prior to January 1, 1995, or, if later, upon a Non-Employee Director’s election to the Board, each Non-Employee Director shall execute and file (or has previously executed and filed) an appropriate election form (the “Deferral Election”) in accordance with procedures prescribed by the Company, specifying the form, method and timing of distribution of his or her Deferred Stock Account. The Deferral Election made hereunder prior to January 1, 1995 (the “1995 Election”) shall control the distribution of (a) all amounts credited on or after January 1, 1995, and (b) effective on the second anniversary of the date the 1995 Election is made, all amounts the distribution of which is subject to a distribution election made prior to the 1995 Election, 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 Non-Employee Director is, or is scheduled to be, receiving within two years following the date such 1995 Election is made.
(c) Distributions under this Section 4 shall begin as soon as administratively practicable following the date specified in the Non-Employee Director’s Deferral Election, but may not begin earlier than as soon as administratively practicable following the March 31 next following the date on which the Non-Employee Director ceases to be a director for any reason; provided, however, that in
