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,
pursu
