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.
(
