EXHIBIT
10(h)
WM.
WRIGLEY JR. COMPANY
STOCK OPTION PROGRAM
Incorporated
into the Wm. Wrigley Jr. Company
1997 Amended Management Incentive Plan, as amended March 9,
2004
The
purpose of these General Provisions (the “General
Provisions”) is to set forth certain provisions which
shall be deemed a part of, and to govern, options to purchase
shares of the Common Stock, without par value (the “Common
Stock”), of Wm. Wrigley Jr. Company, a Delaware
corporation (the “Company”), granted by the
Company on or after March 4, 1997 under the provisions of the Wm.
Wrigley Jr. Company 1997 Management Incentive Plan, as amended (the
“Plan”), unless otherwise provided in the Option
Agreement (as hereinafter defined) evidencing any such option or
options.
1.
Form of Stock Option Grant . Each stock option
(“Option”) shall be in writing (an
“Option Agreement”) and shall specify (i) the
name of the recipient of the Option (the
“Optionee”), (ii) the number of shares of Common
Stock subject to such Option, and (iii) the terms applicable to the
exercise of such Option, including the exercise price, any
restrictions applicable to such exercise and the expiration date
(the “Expiration Date”) for such
exercise.
2.
Time and Manner of Exercise .
2.1.
Exercise of Option. (a) Except as otherwise provided herein, an
Option shall become exercisable as in the Option
Agreement.
(b)
If an Optionee’s employment by the Company terminates by
reason of Retirement or Disability, then after the date of such
Retirement or Disability, such Optionee’s Option shall,
notwithstanding Section 2.1 (a) hereof, continue to vest and become
exercisable pursuant to the terms and conditions of the Option as
set forth in the Option Agreement with respect to any Options
remaining subject to such Option as of such date and may be
exercised by such Optionee or his or her Legal Representative or
Permitted Transferees, as the case may be, until the Expiration
Date.
(c)
If an Optionee’s employment by the Company terminates by
reason of the Optionee’s death, then the Option may be
exercised by such Optionee’s Legal Representative or
Permitted Transferees, as the case may be, until 11:59 p.m.
(Chicago time) on the first anniversary of the date of
death.
(d)
If an Optionee’s employment is terminated by the Company
either for cause or by voluntary action of such Optionee (other
than Retirement), such Optionee’s Option shall expire on the
effective date of such termination of employment and shall not
thereafter be exercisable.
- 1
-
2.2.
Method of Exercise . Subject to the limitations set forth in
the Option Agreement and this Program, the Optionee may exercise an
Option:
(a)
by giving written notice to the Company or its designated
representative specifying the number of whole shares of Common
Stock to be purchased and accompanied by payment therefor in full
(or arrangement made for such payment to the Company’s
satisfaction) (1) in cash, (2) by delivery of previously owned
whole shares of Common Stock (which such Optionee has held for at
least six months prior to the delivery of such shares or which such
Optionee purchased on the open market and for which such Optionee
has good title, free and clear of all liens and encumbrances)
having an aggregate Fair Market Value, determined as of the date of
exercise, equal to the aggregate purchase price payable pursuant to
such Option by reason of such exercise, (3) in cash by a
broker-dealer acceptable to the Company to whom such Optionee has
submitted an irrevocable notice of exercise or (4) a combination of
(l) and (2), and
(b)
by executing such documents as the Company may reasonably
request.
The
Company shall have sole discretion to disapprove of an election
pursuant to any of subclauses (2) through (4) of clause (a) of this
Section 2.2. Any fraction of a share of Common Stock, which would
be required to pay such purchase price, shall be disregarded and
the remaining amount due shall be paid in cash by the Optionee. No
certificate representing a share of Common Stock shall be delivered
until the full purchase price therefor has been paid.
2.3.
Termination of Option . (a) In no event may an Option be
exercised after it terminates as set forth in this Section 2.3. An
Option shall terminate, to the extent not exercised pursuant to
Section 2.2 or earlier terminated pursuant to Section 2.1, on the
Expiration Date stated in the Option Agreement.
3.
Additional Terms and Conditions of Options .
3.1
Limited Transferability of Options . Except as may otherwise
be permitted by the Plan or authorized in accordance with the terms
of the Plan, an Option may be transferred by the Optionee (1) by
will, (2) the laws of descent and distribution, (3) pursuant to
beneficiary designation procedures approved by the Company, or (4)
pursuant to a distribution duly ordered by a court of competent
jurisdiction in connection with a divorce or dissolution
proceeding. Except to the extent permitted by the foregoing
sentence, during the Optionee’s lifetime such
Optionee’s Option is exercisable only by the Optionee, his or
her Legal Representative or proper transferee. Except to the extent
permitted by the foregoing, an Option may not be sold, transferred,
assigned, pledged, hypothecated, encumbered or otherwise disposed
of (whether by operation of law or otherwise) or be subject to
execution, attachment or similar process. Upon any attempt so to
sell, transfer,
- 2
-
assign,
pledge, hypothecate, encumber or otherwise dispose of an Option,
such Option and all rights thereunder shall immediately become null
and void.
3.2.
Withholding Taxes . (a) As a condition precedent to the
delivery of shares of Common Stock to the Optionee upon exercise of
an Option, the Optionee shall, upon request by the Company, pay to
the Company or its designated representative in addition to the
purchase price of the shares, such amount of cash as the Company
may be required, under all applicable federal, state, local or
other laws or regulations, to withhold and pay over as income or
other withholding taxes (the “Required Tax
Payments”) with respect to such exercise of
such
