UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934

June 11, 2021
(Date of Report)
(Date of earliest event reported)

JOHN WILEY & SONS, INC.
(Exact name of registrant as specified in its charter)

New York
(State or other jurisdiction of incorporation)

 
001-11507
13-5593032
 
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Commission File Number
IRS Employer Identification Number
 
111 River Street, Hoboken New Jersey
07030
 
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Address of principal executive offices
Zip Code
 
Registrant’s telephone number, including area code:
(201) 748-6000
   
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Not Applicable
 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading Symbol
 
Name of each exchange on which registered
Class A Common Stock, par value $1.00 per share
 
JW.A
 
New York Stock Exchange
Class B Common Stock, par value $1.00 per share
 
JW.B
 
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Departure of Named Executive Officer
On June 11, 2021, Matthew S. Kissner, Group Executive Vice President, and a named executive officer, retired from John Wiley & Sons, Inc. (the “Company”). On June 11, 2021 and June 15, 2021 respectively, the Company and Mr. Kissner entered into a Separation and Release Agreement (the “Separation and Release Agreement”) setting forth the terms of his retirement and a transition and consulting agreement (the “Transition and Consulting Agreement”) setting forth the terms of transition and consulting services Mr. Kissner will provide to the Company following his retirement.

The terms of the Separation and Release Agreement include the following:
●
Last day of active employment with the Company will be June 30, 2021. He will be eligible to be treated under all benefit and equity programs as a “retiree”;
●
Eligible to receive a FY2021 payment under the Wiley Executive Annual Incentive Plan (“EAIP”) based on his personal performance and actual business results in accordance with the EAIP;
●
Eligible to receive full participation in the performance share units for the FY20-22 and FY21-23 performance cycles. Payout for the performance share units will be made based on achievement of financial goals, at the end of those cycles;
●
Accelerated vesting of the restricted share units that would have otherwise vested through April 2023;
●
Non-compete and non-solicitation provisions that apply for one year.

The terms of the Transition and Consulting Agreement, including the following:

●
Mr. Kissner will provide consulting and transition services to the Company on an as-needed basis, beginning no earlier than July 1, 2021 and continuing through September 30, 2021 (“Consulting Period”);
●
A monthly retainer of $20,000. The parties do not intend that Mr. Kissner will work more than one 8-hour day per week or more than twenty percent (20%) of the average time that he worked over the 36-month period ending on June 25, 2021;
●
During the Consulting Period, Mr. Kissner may pursue other employment or consulting engagements subject to non-compete and non-solicitation obligations.

The foregoing description of the terms of the Separation and Release Agreement and the Transition and Consulting Agreement is qualified in its entirety by reference to the full text of such Agreements, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 attached hereto, respectively, and the terms of which are incorporated by reference herein.

Item 9.01 – Financial Statements and Exhibits.
Exhibit No. Description

10.1 Separation and Release Agreement, dated June 11, 2021
10.2 Transition and Consulting Agreement, dated June 15, 2021
104  Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



 
JOHN WILEY & SONS, INC.
 
Registrant





 
By 
/s/ Brian A. Napack
 
   
Brian A. Napack
 
   
President and
 
   
Chief Executive Officer
 






 
By 
/s/ John A. Kritzmacher
 
   
John A. Kritzmacher
 
   
Executive Vice President and
Chief Financial Officer
 
       


 
Dated: June 17, 2021







SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (“Agreement”) is made this 9th day of June 2021 between John Wiley & Sons (“Company”), on behalf of itself and its predecessors, parents, successors, divisions, assigns, affiliates and subsidiaries and you, Matthew Kissner, your heirs, executors, administrators, successors and assigns (“You” or “Employee”).

When signed by you, this Agreement will confirm the terms of your separation from the Company and this Agreement will constitute a release of all claims.

You have been employed by Wiley as Group Executive Vice President and based out of the Company’s Hoboken, New Jersey Corporate Headquarters.  You have notified the Company of your intention to retire from service with the Company.  Since your employment relationship with Wiley is ending, the Company has offered you benefits as set forth in this Agreement, certain of which are greater than what You are entitled to otherwise receive, and You have decided to accept the Company’s offer.

In consideration of the monies, mutual promises, mutual covenants and terms contained in this Agreement, the parties agree as follows:

1.
Last day of Employment: Your last day of active employment with the Company will be June 30, 2021 and your employment with the Company will terminate on that date (“Separation Date”). You will be eligible to be treated under all benefit and equity programs as a “retiree.”

2.
Transition Responsibilities: This separation package is predicated on your compliance with the terms of this Agreement, including its Release provisions and your agreeing to carry out your responsibilities satisfactorily and ensure a smooth transition of all projects through your last day of employment.

3.
Consideration: In exchange for the promises and releases in this Agreement, and provided you do not revoke the Agreement as permitted in Section 8 below, the Company will provide you with the following benefits and payments:

 A.
Wiley Executive Annual Incentive Plan: You will be eligible to receive a FY2021 payment under the Wiley Executive Annual Incentive Plan (“EAIP”).  The FY2021 EAIP incentive payment will be based on your personal performance and actual business results in accordance with the EAIP.  You will be notified of the amount of such incentive payment, if any, in July 2021. The terms and conditions of the Plan shall apply to such payment, including that the amount of the payment shall be determined by Wiley in its sole discretion.  For the avoidance of doubt, you will not be entitled to any EAIP or incentive payment for FY2022.

 B.
Equity Awards:  Per the terms of your employment letter, dated February 5, 2019, the Executive Compensation and Development Committee of the Board of Directors has approved the following:
•
Executive Long Term Incentive Plan (“ELTIP”):  You will be eligible to receive full participation in the performance share units for the FY20-22 and FY21-23 performance cycles.  Payout for the performance share units will be made based on achievement of financial goals, at the end of those cycles.
 
•
Accelerated vesting of the restricted share units that would have otherwise vested through April 2023. This vesting will be six months following your Separation Date.

 

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Your UBS One Source account will remain active following your termination date.  You should ensure that UBS has a personal email address for you by contacting the UBS call center at (866) 592-7678, or by signing onto your One Source account at https://www.ubs.com/onesource/jwa.

 
C.
You will not be entitled to any other compensation or benefits not provided in this Agreement.  You understand, acknowledge and agree that the payment of benefits described in this Agreement, including payments and benefits described in Paragraph 3(A) through 3(B) herein, are conditioned upon your execution of this Agreement.  You acknowledge and agrees that the sums and benefits to be provided under the terms of the Agreement are, in significant and substantial part, in addition to those benefits to which Employee is otherwise entitled.  You may revoke this Agreement within seven (7) days after signing it by giving written notice to the Company.  To be effective, this revocation must be received by the close of business on the 7th calendar day after you signs the Agreement.  If you revoke this Agreement you understands that you will not receive the benefits that are conditioned upon your execution of the Agreement.  This Agreement will not become effective or enforceable unless and until the seven (7)-day revocation period has expired without you revoking it.
 4.
Deferred Compensation Plan: Under the terms of the Deferred Compensation Plan your termination will be considered Separation of Service due to Retirement.  The Deferred Compensation benefit is subject to a six-month delay and your first distribution will be made no less than seven (7) months following your Separation Date and payments will be made according to your plan elections.

 5.
Complete Release and Waiver of Claims: You are aware of your legal rights concerning your employment with the Company.  In exchange for the promises and payments of the Company set forth in paragraph 2, and other consideration as provided herein, to which you otherwise would not be entitled, you agree to irrevocably and unconditionally release (i.e. give up) any and all claims you may now have against the Company and you agree not to sue the Company and any currently or previously-affiliated companies, parent companies, successors or predecessors, and their officers, directors, agents and employees (collectively, the “Releasees”), arising out of the employment relationship between you and the Company (“the “Release’).

 A.
 
This Release includes any and all past and present claims, demands, obligations, actions, causes of action, damages, costs, debts, liabilities, expenses and compensation of any nature whatsoever, whether known or unknown, foreseen or unforeseen, suspected or unsuspected that you as Releasor had, now have or in the future may or could have against Releasees, including but not limited to those arising under any and all applicable laws, in connection with any rights, claims in law or equity for wrongful or abusive discharge, whistleblowing, discriminatory, or retaliatory treatment under any local, state or federal law, including but not limited to, the Family and Medical Leave Act, the Age Discrimination in Employment Act of 1967, (“ADEA”), the Civil Rights Acts of 1866, 1964 and 1991, the Employee Retirement Income Security Act of 1974, the Older Worker Benefits Protection Act of 1990, the Worker Adjustment Retraining and Notification Act, the Americans with Disabilities Act, the Fair Labor Standards Act, The New Jersey Law Against Discrimination, The New Jersey Conscientious Employee Protection Act California Fair Employment and Housing Act, the New Jersey Wage and Hour Law, Colorado Anti-Discrimination Act, Florida Civil Rights Act, Illinois Human Rights Act, Indiana Civil Rights Law, Massachusetts Fair Employment Practices Law, the New York State Human Rights Law, the New York City Human Rights Law, the Worker Adjustment and Retraining Notification Act, the Immigration Reform and Control Act of 1986, the Occupational Safety and Health Act, or any other federal, state, or local statute, law, ordinance, or regulation that may be legally waived; any claims for personal injury, defamation, mental anguish, breach of contract, injury to health and personal reputation and any other claim of any nature whatsoever relating to or in connection with your employment with John Wiley & Sons, Inc. or its subsidiaries, the termination of your employment, rights, payments and benefits under any employment arrangements, or agreements, any qualified or nonqualified plans, vacation pay, health and other benefits except as otherwise provided you in this Agreement, and excluding any claims by you to enforce your rights under this Agreement. The provisions of any law that provide in substance that a release shall not extend to unknown or unsuspected claims at the time of execution of this release are, to the extent permitted by law, hereby waived.

 

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B.
Specific Release of Age Discrimination Claims: You understand and agree that, among other possible rights or claims herein waived or released by you, (i) you are, in particular, waiving rights and claims for age discrimination, including claims under state, federal law, and those based on Age Discrimination in Employment Act (“ADEA”) in exchange for the payments and other consideration described above that are not otherwise due you: and (ii) you are not waiving rights or claims for age discrimination that may arise after the effective date of this Agreement.

C.
Nothing in this Release and Agreement shall preclude you from brining a charge or suit to challenge the validity or enforceability of this Agreement under the Age Discrimination in Employment Act, as amended by the Older Worker’s Benefit Protection Act.

  D.    
You acknowledge and agree that by virtue of the foregoing, you have waived any relief available for yourself (including without limitation, monetary damages, equitable relief and reinstatement) under any of the claims and/or causes of action waived in this Agreement. Therefore, you agree that you will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any government agency) with respect to any claim or right waived in this Agreement.
E.
Nothing in this Agreement shall be a waiver of: (i) any claim for failure to provide vested benefits under an employee benefit plan sponsored by Company, to which you are legally entitled, if any; (ii) claims for enforcement of this Agreement; (iii) claims that may arise after the Effective Date of this Agreement; or (iv) any claims that cannot be waived by law; or (v) your right to file a charge with or participate in or provide information in connection with any investigation or proceeding conducted by the U.S. Equal Employment Opportunity Commission, Securities and Exchange Commission (SEC) or other government agency or self-regulatory body, subject to the limitations in sub-paragraph (D) above.
F.
Covenant Not To Sue Company.  You shall not file any suit, claim or complaint in a court of law against Releasees arising out of, or relating to, your employment with Company, or employment decisions made by Company.  Employee and Company acknowledge and agree that this covenant not to file any suit, claim or complaint is an essential and material part of this Agreement and that without its inclusion, this Agreement would not have been reached by the parties.
6.
Acknowledgements:  You acknowledge that you have received all leave (paid or unpaid), compensation, wages, bonuses, commissions, and/or benefits to which you may be entitled as of the Effective Date of this Agreement and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions and/or benefits are due to you, except as provided in this Agreement.  You furthermore affirm that you have no known workplace injuries or occupational diseases.  Employee and Company expressly consent that this Agreement shall be given full force and effect according to each and all of its terms and provisions.

 

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7.
Obligations
A.
Confidentiality:

•
This Agreement to be Kept Confidential: You understand that this Agreement is unique to you and that you shall keep the facts, terms and existence of this Agreement confidential and you will not disclose them to any third parties. You may disclose the terms of this Agreement to your personal attorney and a financial advisor, and with your immediate family members as necessary or as otherwise required by law. This Section does not in any way restrict or impede you from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. You shall promptly provide written notice of any such order to the Company’s legal department at legal@wiley.com.

•
Continuing Confidentiality Obligation: You acknowledge that during the course of employment with the Company, you were privy to certain confidential information which was communicated to you verbally or in writing, relating to the Company, its businesses, its customers, trade secrets, know-how, inventions, techniques, processes, algorithms, software programs, hardware designs, schematics, designs, contracts, customer lists, financial information, sales and marketing plans, business plans and information, products, current and potential business partners, customers or other third parties (collectively, “Third Parties”), or other information which is not known to the public, and which may include material developed by you in the course of your employment. You acknowledge that all such information is and shall be deemed to be “Confidential Information” belonging to the Company or Third Parties. You agree to protect such Confidential Information from disclosure with the same degree of care that you normally use to protect your own confidential information, but not less than reasonable care, shall not divulge any such Confidential Information to anyone and shall not make use of the same without prior written consent of the Company. All Confidential Information is and shall remain the property of the Company (or the applicable Third Party), and you shall not acquire any rights therein.


B.
Non-Competition and Non- Solicitation:  In consideration of the payments set forth in paragraph 3, other consideration as provided herein and other good and valuable consideration, to which you otherwise would not be entitled, you again represent and agree that you will comply with the following terms and conditions:

For a period of one year from September 30, 2021, you agree that you shall not directly or indirectly render services in a role or position with duties and responsibilities similar to the position currently held with Wiley for any company or individual that competes with Wiley without first notifying and obtaining consent from Wiley’s General Counsel, which shall not be unduly withheld; provided, however, that it shall not be a violation hereof for you to own and manage the interests held by you prior to your employment with Wiley as separately previously disclosed to Wiley or to have beneficial ownership of less than 1% of the outstanding amount of any class of securities listed on a national or foreign securities exchange or an inter-dealer quotation system; and
 

4

For a period of one year from September 30, 2021, you agree that you shall not directly, or indirectly through another entity, (i) induce or attempt to induce any employee of Wiley or any affiliate to leave the employ of Wiley or such affiliate, or in any way interfere with the relationship between Wiley or any affiliate and any employee thereof; (ii) hire any person who was an employee of Wiley or any affiliate at any time during your employment with Wiley; or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee or other business relation of Wiley or any affiliate to cease doing business with Wiley or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, licensor, franchisee or business relation and Wiley or any affiliate (including, without limitation, making any negative statements or communications about Wiley or its affiliates).
The provisions of this paragraph (7) shall survive termination or expiration of this Agreement.

8.
Acknowledgment of Receipt of Agreement/Revocation: You acknowledge receiving this Agreement on the date indicated above, and that you have twenty-one (21) days from that date to consider the terms of this Agreement.  You understand that if you do not sign this agreement by the end of the twenty-one (21) day period it will become null and void. You further acknowledge that: (a) you took advantage of this period to consider this Agreement before signing it; (b) you have carefully read this Agreement, and each of its provisions; (c) if you initially did not think any representation you are making in this Agreement were true, or if you initially were uncomfortable making it, you resolved all of your doubts and concerns before signing this Agreement; (d) you fully understands what the Agreement, and each of its provisions, means; and (e) you are entering into the Agreement, and each of its provisions, knowingly and voluntarily.  This Agreement is revocable by you for seven (7) days after it is signed by you. This Agreement shall not be effective or enforceable until the period for revocation has expired. If revoked, such notice of revocation shall be submitted by you, in writing, to me no later than the close of business on the seventh (7th) day following the date you originally sign this Agreement.


9.
Taxes: All withholding taxes and other payroll taxes will be deducted from all payments due you under this Agreement. Any and all taxes that may be due by you as a result of payments made to you hereunder shall be your responsibility.

 10.
Section 409A: To the extent that You otherwise would be entitled to any payment (whether pursuant to this Agreement or otherwise) during the six months beginning June 30, 2021, that would be subject to the additional tax imposed under Section 409A of the Internal Revenue Code of 1986, as amended (the Code”), (x) the payment shall not be made to You during such six month period and instead shall be made to a trust in compliance with Revenue Procedure 92-64 (the “Rabbi Trust”) and (y) the payment, together with any investment earnings realized by the Rabbi Trust, shall be paid to you on the earlier of July 31, 2020 or Your death or “Disability” (as defined in Section 409A(2)(C) of the Code).  Similarly, to the extent that You otherwise would be entitled to any benefit (other than a payment) during the six months beginning on June 30, 2021, that would be subject to additional tax under Section 409A of the Code, the benefit shall be delayed and shall begin being provided (together, if applicable, with an adjustment to compensate You) on the earlier of June 30, 2021, or Your Death or Disability.

 11.
Return of Company Property: You are responsible for returning all property belonging to the Company by your last day worked, except that you shall be entitled to retain your Company issued laptop and cell phone provided: (i) you permit the Company to wipe both devices of Confidential Company data and information; and (ii) you are solely responsible for any license and/or usage fees.

 

5

12.
References: It is agreed that with respect to inquiries or requests for references by past, present or prospective employers, the Company will provide dates of employment, title and salary.

13.
Unemployment Benefits: You may apply for unemployment benefits. The decision to grant compensation is determined by the unemployment office.

14.
Entire Agreement: This Agreement sets forth your full and complete rights, payments and benefits and represents the entire agreement between the parties, superseding all other agreements and commitments whether oral or written. You acknowledge that you are not relying upon any representations or statements, written or oral, made by or on behalf of the Company not set forth herein.

15.
Applicable Law: This Agreement shall be construed in accordance with New York law without regard to such State’s conflict of law rules. Any dispute arising from or related to this Agreement shall be brought exclusively before the courts located in the State and County of New York.

16.
Non-Admission: Nothing in this Agreement is intended to be nor shall be deemed to be an admission of liability by any party, or an admission of the existence of any facts upon which liability could be based.

17.
Your Right to Consult with an Attorney: You acknowledge that you have been advised of your right to consult with an attorney prior to signing this Agreement and that sufficient opportunity has been made available to you to consult with an attorney.

18.
Voluntary and Knowing Action: You acknowledge that you have read this document, and that you understand its meaning. You acknowledge that you agree to the terms of this Agreement and Release knowingly, voluntarily and with full knowledge of its implications.


The parties hereto confirm agreement by the signatures shown below.


   
John Wiley & Sons, Inc.
     
/s/ Matthew Kissner
 
By: /s/ Danielle McMahan 
Matthew Kissner
 
Danielle McMahan
   
EVP and Chief People Officer
     
June 11, 2021
  June 11, 2021
Date
 
Date


 

6







Transition and Consulting Agreement

Effective as of July 1, 2021 (the “Effective Date”), John Wiley & Sons, Inc. (“Wiley”) and The Kissner Group LLC (“Kissner” or “you”) have agreed to enter into this Transition and Consulting Agreement (“Transition Agreement”), setting forth the terms and conditions under which Kissner shall provide certain post-employment transition and consulting services that are described below (the “Services”).

1. Transition Period:   Effective June 30, 2021, Kissner’s prior employment with Wiley as Group Executive Vice President terminated.  Kissner will provide consulting and transition services to Wiley, on an as-needed basis, beginning no earlier than July 1, 2021 and continuing through September 30, 2021 (“Consulting Period”). The parties further agree that by mutual written agreement they may choose to extend the Consulting Period for consecutive thirty (30) day periods.  Such agreement(s) shall be entered into no later than thirty (30) days from the expiration of the current expiration date of the Consulting Period.  Acknowledgement of this agreement may be provided and communicated by email or other writing.   During the Consulting Period, Kissner will make himself available to provide consulting services within his area of expertise and, as requested by Wiley.  Such Services will consist of providing services or briefing information regarding any matters for which Kissner had responsibility during his employment.  Kissner shall exercise the highest degree of professionalism and utilize his expertise and creative talents in performing the Services. In connection with the provision of the Services, Kissner will be provided with support from a Wiley Executive Assistant.

2. Independent Contractor Status.  During the Consulting Period, Kissner agrees and understands that his status will be that of an independent contractor and not an employee. Kissner shall have no authority to bind Wiley to any contractual obligations, whether written, oral or implied. No payments under this agreement shall be deemed to be compensation or salary to you and Kissner acknowledges and understands that during the Consulting Period, he will not be entitled to any of the benefits offered by Wiley to its employees, such as group insurance, workers compensation insurance coverage or retirement benefits, other than those set forth in this Agreement, the Separation Agreement and Release Agreement or otherwise provided by law.   As an independent contractor, Kissner is solely liable for payments of any applicable income taxes and Wiley will not withhold any amounts from Kissner’s fee for this purpose.  Kissner agrees not to hold himself out as, or give any person reason to believe, that he is an employee, agent, or partner of Wiley.

3. Fee and Schedule. In consideration for the Services set forth above, Wiley agrees to pay Kissner, on a retainer basis, the amount of $20,000, on or about the first day of each month from July 1, 2021 through September 30, 2021.  This retainer payment is intended to pay for 3 months of Kissner’s transition and consulting Services. The parties do not intend that Kissner will work more than one (1) 8-hour day per week.  In the event the Company requires and requests Kissner’s services more than one (1) 8-hour day per week, Kissner will invoice Wiley for those additional services at the rate of $5,000 per 8-hour day. The parties likewise do not intend that Kissner will work more than twenty percent (20%) of the average time that he worked over the 36 month period ending on June 30, 2021 and, accordingly, it is intended that he has a “separation from service” for purposes of Internal Revenue Code Section 409A. Kissner acknowledges and agrees that he will receive an IRS Form 1099-Misc from Wiley and shall be solely responsible for all federal, state and local taxes.

4. Expenses.  In addition to the retainer specified in Paragraph 3, Kissner will be provided with reimbursement for any reasonable expenses, connected with his consulting services, for such items as meals, tolls, travel expenses and hotel charges.  Payment for such expenses will be made based upon itemized expense records and supporting receipts (for expenses exceeding $25.00 each) submitted by Kissner to Wiley and will be promptly paid, but in any event no later than the end of the calendar year following the calendar year in which the expense was incurred.

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5. Other Employment.  During  the Consulting Period Kissner will be free to pursue other employment or consulting engagements with third parties and/or render services to others, whether or not such services are performed in a consulting capacity, provided that Kissner does not compete with Wiley (as that term is defined in paragraph 7(B) of Kissner’s Separation and Release Agreement) or provide such services which may interfere with or create a possible conflict of interest with respect to timely completion of the services to Wiley that are provided for by this Agreement. Nothing contained herein relieves Kissner of his obligations set out in Paragraph 7(B) of the Separation Agreement and General Release between Kissner and Wiley.

6.  Intellectual Property. Kissner agrees that all materials, including but not limited to writings, documents, summaries or other matters provided, created or written by him or by Wiley in the course of performing the Services hereunder, shall be and remain the sole and exclusive property of Wiley and considered a work made for hire on behalf of Wiley and Wiley shall own the copyright and all the rights comprised in the copyright for the Materials.  To the extent the materials do not qualify as a work made for hire, Kissner hereby conveys, transfers and assigns to Wiley all right, title and interest (including copyright) in and to the materials including the right, by itself or with others, throughout the universe, to print, publish, republish, transmit and distribute the materials and to prepare, publish, transmit and distribute derivative works based on the Materials, in all languages and in all media of expression now known or later developed, and to license or permit others to do so. Wiley shall have the right to make alterations to the Materials. In the event Wiley has approved Kissner’s use of subcontractors in the creation of the Materials, Kissner shall obtain a transfer of rights equivalent to the rights granted in this agreement from each subcontractor on Wiley’s behalf.


7. Confidentiality, Data Privacy and Information Security.

(a)
Confidentiality. Kissner agrees that during the Consulting Period and thereafter, he shall regard as confidential and proprietary all of the information communicated to him by Wiley or its affiliates in connection with his performance of Services under this Agreement (which information shall at all times be the property of Wiley or its affiliates) or information developed by him in the course of performing the Services. Kissner shall use the Confidential Information solely as necessary to perform the Services and shall not use any Confidential Information for his own benefit or the benefit of any third party or in such a way as to obtain commercial advantage over Wiley. Kissner shall use reasonable efforts to protect the Confidential Information from disclosure including keeping any electronic copies of the Confidential Information (including the Materials) on a password protected computer and not storing it on any network. Upon conclusion of the Services or upon Wiley’s request, you shall return or destroy all Confidential Information (and shall provide a certificate of destruction upon Wiley’s request).

(b)
Data Privacy. 

i.
In performing the Services under this agreement, Kissner represents and warrants that it will observe and comply with all applicable current and future (1) data privacy laws and (2) security laws. Kissner shall (i) process personal data in accordance with Wiley’s instructions and only to fulfill Kissner’s obligations under this agreement; (ii) ensure persons authorized to process personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; and (iii) maintain effective information security measures to protect personal data from unauthorized disclosure or use.

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8. No minimum work/exclusivity. Kissner agrees that Wiley is not required to provide any minimum amount of work or payment to the Kissner over and above the aforementioned $20,000 monthly fee and that Wiley may engage other individuals or companies to provide similar services.

9. General.   This agreement is for your personal services.  Neither this agreement nor any of Kissner’s obligations may be assigned without Wiley’s prior written consent.  Subject to the foregoing, this agreement shall be binding on and inure to the benefit of the subsidiaries and assigns of the parties.  As used herein, “including” means “including without limitation” and is not a limiting term.  This agreement constitutes the entire understanding between the parties with respect to the subject matter set forth herein.   This agreement may not be changed in whole or in part except by written agreement of the parties.  No waiver by either party of any provision of this agreement shall constitute a continuing waiver of such provision or a waiver of any other provision of this agreement.  Any waiver must be in writing.  All notices shall be sent in writing to the addresses set forth above (or such other address as a party advises in writing), with a copy of any notice to Wiley sent to John Wiley & Sons, Inc., 111 River Street, Hoboken NJ 07030 Attn: EVP & General Counsel. All notices will be deemed given on the earlier of (a) actual receipt, or (b) the next business day after deposit by overnight courier service, or (c) the next business day after deposit by certified mail.

10. Governing Law and Dispute Resolution.

This agreement and any dispute arising out of or in connection with it (including non-contractual disputes or claims) will be governed by the laws of, and without regard to conflict of law rules or rules requiring construction against the drafter, the State of New York, and any dispute must be brought within a court of competent jurisdiction within New York, New York.

This agreement and any dispute arising out of or in connection with it (including non-contractual disputes or claims) will be governed by the laws of the country as set out below, which correspond to the Wiley entity which has entered into this agreement, without regard to any conflict of law rules requiring construction against the drafter:

Each party hereby consents and submits to the exclusive jurisdiction of such forum and waives any objection to venue in such nominated forum.

11. Data Protection You acknowledge that, during the term of this agreement and thereafter (for as long as necessary), Wiley and its licensee and subcontractors may process your personal data, including storing or transferring data outside of the country of your residence, to process transactions related to this agreement and to communicate with you and that Wiley has a legitimate interest in processing your data. By entering into this agreement, you agree to the processing of your personal data. Wiley shall comply with all applicable laws, statutes and regulations relating to data protection and privacy and shall process such personal data in accordance with Wiley’s Privacy Policy located at: http://www.wiley.com/go/privacy.



[Signature Page Follows]

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ACCEPTED AND AGREED:

   
John Wiley & Sons, Inc.
/s/ Matthew Kissner
 
By: /s/ Danielle McMahan
The Kissner Group LLC
 
Danielle McMahan
   
EVP and Chief People Officer
     
June 11, 2021
  June 15, 2021
Date
 
Date

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