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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 no event
may distribution commence later than as soon as administratively
practicable following March 31 following the calendar year in which
the Non-Employee Director attains age seventy (70). Such payment
shall be made,
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