☒ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
New York
|
13-5593032
|
|
State or other jurisdiction of incorporation or organization
|
I.R.S. Employer Identification No.
|
|
111 River Street, Hoboken, NJ
|
07030
|
|
Address of principal executive offices
|
Zip Code
|
(201) 748-6000
|
Registrant’s telephone number including area code
|
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
|
Securities registered pursuant to Section 12(g) of the Act:
|
||
None
|
Large accelerated filer ☒
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
PART I
|
PAGE
|
|
Business
|
5
|
|
Risk Factors
|
13
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Unresolved Staff Comments
|
21
|
|
Properties
|
22
|
|
Legal Proceedings
|
22
|
|
Mine Safety Disclosures
|
22
|
|
23
|
||
PART II
|
||
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
24
|
|
[Reserved]
|
24
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
25
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
48
|
|
Financial Statements and Supplementary Data
|
50
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
102
|
|
Controls and Procedures
|
102
|
|
Other Information
|
102
|
|
PART III
|
||
Directors, Executive Officers and Corporate Governance
|
103
|
|
Executive Compensation
|
103
|
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
103
|
|
Certain Relationships and Related Transactions, and Director Independence
|
104
|
|
Principal Accounting Fees and Services
|
104
|
|
PART IV
|
||
Exhibits and Financial Statement Schedules
|
104
|
|
Form 10-K Summary
|
108
|
|
109
|
•
|
Adjusted Earnings Per Share (Adjusted EPS);
|
•
|
Free Cash Flow less Product Development Spending;
|
•
|
Adjusted Contribution to Profit and margin;
|
•
|
Adjusted Income Before Taxes;
|
•
|
Adjusted Income Tax Provision;
|
•
|
Adjusted Effective Tax Rate;
|
•
|
EBITDA, Adjusted EBITDA and margin;
|
•
|
Organic revenue; and
|
•
|
Results on a constant currency basis.
|
•
|
Adjusted EPS, Adjusted Contribution to Profit, Adjusted Income Before Taxes, Adjusted Income Tax Provision, Adjusted Effective Tax Rate, Adjusted EBITDA, and organic revenue (excluding acquisitions) provide a more comparable basis to analyze operating results and earnings and are measures commonly used by shareholders to measure our performance.
|
•
|
Free Cash Flow less Product Development Spending helps assess our ability, over the long term, to create value for our shareholders as it represents cash available to repay debt, pay common stock dividends, and fund share repurchases and acquisitions.
|
•
|
Results on a constant currency basis remove distortion from the effects of foreign currency movements to provide better comparability of our business trends from period to period. We measure our performance excluding the impact of foreign currency (or at constant currency), which means that we apply the same foreign currency exchange rates for the current and equivalent prior period.
|
• |
Research Publishing & Platforms
|
• |
Academic & Professional Learning
|
• |
Education Services
|
•
|
Journal Subscriptions (pay to read) and Open Access (pay to publish); and
|
•
|
Licensing, Reprints, Backfiles, and Other.
|
•
|
Education Publishing
|
•
|
Digital Courseware
|
•
|
Test Preparation and Certification
|
•
|
Licensing and Other
|
•
|
Professional Publishing
|
•
|
Licensing and Other
|
•
|
Corporate Training
|
•
|
Corporate Learning
|
CATEGORY
|
METRIC
|
As of
April 30, 2021
|
||
EMPLOYEES
|
By Region
|
Americas
|
46%
|
|
APAC
|
17%
|
|||
EMEA
|
37%
|
|||
DIVERSITY AND INCLUSION
|
Global Gender Representation
|
% Female Colleagues
|
53%
|
|
% Female Senior Leaders
(Vice President and Above)
|
38%
|
|||
US Minority Representation*
|
% Minority
|
28%
|
||
% Minority Senior Leaders
(Vice President and Above)
|
17%
|
•
|
Seamlessly Transitioned Our Workforce
|
•
|
Provided increased flexible work options.
|
•
|
Provided work-from-home support, including home office allowance, additional technology supplies, training and support resources on transitioning to remote team management.
|
•
|
For those required to go into the office we provided personal protective equipment (PPE), frequent cleaning services and alternated work schedules to maintain safety protocols.
|
•
|
Successfully Activated Business Continuity Plans
|
•
|
Our cross-functional global crisis management team met frequently, and continues to do so, to review the latest guidance, create detailed return to work plans, update company protocols, and keep up to date on issues facing our colleagues around the globe.
|
•
|
Provided timely information and communication to colleagues, educational materials, and additional support resources.
|
•
|
Colleague Safety and Well-Being First
|
•
|
Providing pay continuation for any COVID-19 related absences, whether due to personal sickness, sick family member or dependent-care issues.
|
•
|
Pivoting to a digital well-being approach to meet our colleagues needs, providing on-demand resources, including a subscription to a mindfulness, meditation and sleep app at no cost to all colleagues globally.
|
•
|
Expanding our global Employee Assistance Program to all countries that we operate in and adding/enhancing telemedicine and/or healthcare coverage to ensure coverage for COVID-19 related needs.
|
•
|
declines in print book sales due to closings of retail bookstores;
|
•
|
declines in businesses that rely on in-person engagement, primarily test prep and corporate training;
|
•
|
delays in signing annual journal subscription agreements in certain parts of Europe and Asia due to challenges of remote selling and university disruption;
|
•
|
declines in subscription revenue due to continued library and academic budget challenges;
|
•
|
delays in customer payments due to widespread disruption and pervasive cash conservation behaviors in the face of uncertainty;
|
•
|
lower demand for early career technology talent due to client constraints, including the continuing closure of corporate offices, staffing uncertainty, internal contractor hiring restrictions and financial constraints.
|
•
|
actual or anticipated changes in our consolidated operating results;
|
•
|
variances between actual consolidated operating results and the expectations of securities analysts, investors and the financial community;
|
•
|
changes in financial estimates by us or by any securities analysts who might cover our stock;
|
•
|
conditions or trends in our industry, the stock market or the economy;
|
•
|
the level of demand for our stock, the stock market price and volume fluctuations of comparable companies;
|
•
|
announcements by us or our competitors of new product or service offerings, significant acquisitions, strategic partnerships or divestitures;
|
•
|
announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;
|
•
|
capital commitments;
|
•
|
investors’ general perception of the Company and our business;
|
•
|
recruitment or departure of key personnel; and
|
•
|
sales of our common stock, including sales by our directors and officers or specific stockholders.
|
Location
|
Purpose
|
Owned or Leased
|
Approx. Sq. Ft.
|
|||
United States:
|
||||||
New Jersey
|
Corporate Headquarters
|
Leased
|
294,000
|
|||
Florida
|
Office
|
Leased
|
58,000
|
|||
Illinois
|
Office
|
Leased
|
52,000
|
|||
Kentucky
|
Office
|
Leased
|
47,000
|
|||
Indiana
|
Office
|
Leased
|
42,000
|
|||
Minnesota
|
Office
|
Leased
|
28,000
|
|||
Massachusetts
|
Office
|
Leased
|
26,000
|
|||
California
|
Offices
|
Leased
|
21,000
|
|||
Texas
|
Office
|
Leased
|
11,000
|
|||
International:
|
||||||
England
|
Distribution Centers
|
Leased
|
298,000
|
|||
Offices
|
Leased
|
102,000
|
||||
Offices
|
Owned
|
70,000
|
||||
Germany
|
Office
|
Owned
|
104,000
|
|||
Office
|
Leased
|
18,000
|
||||
India
|
Distribution Centers
|
Leased
|
12,000
|
|||
Office
|
Leased
|
25,000
|
||||
France
|
Offices
|
Leased
|
36,000
|
|||
Singapore
|
Office
|
Leased
|
35,000
|
|||
Australia
|
Offices
|
Leased
|
34,000
|
|||
Sri Lanka
|
Office
|
Leased
|
32,000
|
|||
Russia
|
Office
|
Leased
|
27,000
|
|||
Jordan
|
Office
|
Leased
|
24,000
|
|||
China
|
Office
|
Leased
|
18,000
|
|||
Greece
|
Office
|
Leased
|
16,000
|
|||
Canada
|
Office
|
Leased
|
13,000
|
|||
Brazil
|
Office
|
Leased
|
12,000
|
Name, Current and Former Positions
|
Age
|
First Elected to
Current Position
|
||
BRIAN A. NAPACK
|
59
|
December 2017
|
||
President and Chief Executive Officer and Director
|
||||
March 2012 – Senior Advisor, Providence Equity Partners LLC
|
||||
JOHN A. KRITZMACHER
|
60
|
July 2013
|
||
Executive Vice President and Chief Financial Officer
|
||||
October 2012 – Senior Vice President of Business Operations, Organizational Planning & Structure at WebMD Health Corp
|
||||
DEIRDRE SILVER
|
53
|
February 2020
|
||
Executive Vice President, General Counsel
|
||||
August 2015 – Associate General Counsel, Senior Vice President of Legal, Research
|
||||
JUDY VERSES
|
64
|
October 2016
|
||
Executive Vice President and General Manager, Research
|
||||
October 2011 – President – Global Enterprise and Education, Rosetta Stone Inc.
|
||||
CHRISTOPHER F. CARIDI
|
55
|
October 2020
|
||
Senior Vice President, Global Corporate Controller, and Chief Accounting Officer
|
||||
June 2020 – SVP, Chief Accounting Officer and Controller, Teladoc Health, Inc.
|
||||
March 2017 – SVP, Chief Accounting Officer and Controller, John Wiley & Sons
|
||||
March 2014 – Vice President, Finance, Thomson Reuters
|
||||
September 2009 – Vice President, Controller/Global Head of Accounting Operations, Thomson Reuters
|
||||
KEVIN MONACO
|
57
|
October 2018
|
||
Senior Vice President, Treasurer and Tax
|
||||
October 2009 – SVP, Finance, Treasurer, and Investor Relations, Coty Inc.
|
||||
AREF MATIN
|
62
|
May 2018
|
||
Executive Vice President, Chief Technology Officer
|
||||
February 2015 – Executive Vice President, Chief Technology Officer, Ascend Learning
|
||||
July 2012 – Executive Vice President, Chief Technology Officer, Pearson Learning Technologies & Pearson Higher Education
|
||||
MATTHEW LEAVY
|
53
|
September 2019
|
||
Executive Vice President and General Manager, Educational Publishing
|
||||
September 2018 – SVP, Business Development
|
||||
January 2018 – Principal Leavy Consulting LLC
|
||||
August 2013 – Managing Director Global Managed Services, Pearson plc
|
||||
DANIELLE MCMAHAN
|
46
|
November 2019
|
||
Executive Vice President, Chief People & Operations Officer
|
||||
June 2017 – Chief Human Resources Officer, York Risk Services Group
|
||||
July 2014 – VP, Global Talent, American Express
|
||||
TODD ZIPPER
|
44
|
June 2020
|
||
Executive Vice President and General Manager, Education Services
|
||||
November 2018 – Co-President, Wiley Education Services
|
||||
January 2015 – President and CEO, The Learning House, Inc
|
|
Total Number
of Shares Purchased
|
Average Price
Paid Per Share
|
Total Number
of Shares Purchased
as Part of a Publicly
Announced Program
|
Maximum Number
of Shares that
May Be Purchased
Under the Program
|
Maximum Dollar Value
of Shares that May Yet
Be Purchased Under
Additional Plans or Programs
(Dollars in millions)
|
|||||||||||||||
February 2021
|
—
|
$
|
—
|
—
|
659,906
|
$
|
200
|
|||||||||||||
March 2021
|
124,226
|
52.59
|
124,226
|
535,680
|
200
|
|||||||||||||||
April 2021
|
38,483
|
56.37
|
38,483
|
497,197
|
200
|
|||||||||||||||
Total
|
162,709
|
$
|
53.49
|
162,709
|
497,197
|
$
|
200
|
• |
Research Publishing & Platforms
|
• |
Academic & Professional Learning
|
• |
Education Services
|
•
|
an increase in Research Publishing & Platforms, which included the contributions from Hindawi, which was acquired on December 31, 2020; and
|
•
|
an increase in Education Services, due to the contributions from mthree, which was acquired in January 2020, and growth in online program management services.
|
Year Ended
April 30,
|
||||||||
|
2021
|
2020
|
||||||
US GAAP Operating Income (Loss)
|
$
|
185,511
|
$
|
(54,287
|
)
|
|||
Adjustments:
|
||||||||
Restructuring and related charges
|
33,310
|
32,607
|
||||||
Impairment of goodwill
|
—
|
110,000
|
||||||
Impairment of Blackwell trade name
|
—
|
89,507
|
||||||
Impairment of developed technology intangible
|
—
|
2,841
|
||||||
Non-GAAP Adjusted CTP
|
$
|
218,821
|
$
|
180,668
|
Year Ended
April 30,
|
||||||||
|
2021
|
2020
|
||||||
Net Income (Loss)
|
$
|
148,256
|
$
|
(74,287
|
)
|
|||
Interest expense
|
18,383
|
24,959
|
||||||
Provision for income taxes
|
27,656
|
11,195
|
||||||
Depreciation and amortization
|
200,189
|
175,127
|
||||||
Non-GAAP EBITDA
|
394,484
|
136,994
|
||||||
Impairment of goodwill and intangible assets
|
—
|
202,348
|
||||||
Restructuring and related charges
|
33,310
|
32,607
|
||||||
Foreign exchange transaction losses (gains)
|
7,977
|
(2,773
|
)
|
|||||
Other income
|
(16,761
|
)
|
(13,381
|
)
|
||||
Non-GAAP Adjusted EBITDA
|
$
|
419,010
|
$
|
355,795
|
Year Ended
April 30,
|
||||||||
|
2021
|
2020
|
||||||
US GAAP Income (Loss) Before Taxes
|
$
|
175,912
|
$
|
(63,092
|
)
|
|||
Pretax Impact of Adjustments:
|
||||||||
Restructuring and related charges
|
33,310
|
32,607
|
||||||
Foreign exchange (gains) losses on intercompany transactions
|
(1,457
|
)
|
1,256
|
|||||
Impairment of goodwill
|
—
|
110,000
|
||||||
Impairment of Blackwell trade name
|
—
|
89,507
|
||||||
Impairment of developed technology intangible
|
—
|
2,841
|
||||||
Non-GAAP Adjusted Income Before Taxes
|
$
|
207,765
|
$
|
173,119
|
Year Ended
April 30,
|
||||||||
|
2021
|
2020
|
||||||
US GAAP Income Tax Provision
|
$
|
27,656
|
$
|
11,195
|
||||
Income Tax Impact of Adjustments (1):
|
||||||||
Restructuring and related charges
|
8,065
|
7,949
|
||||||
Foreign exchange (gains) losses on intercompany transactions
|
(363
|
)
|
242
|
|||||
Impairment of Blackwell trade name
|
—
|
15,216
|
||||||
Impairment of developed technology intangible
|
—
|
686
|
||||||
Income Tax Adjustments:
|
||||||||
Impact of increase in UK statutory rate on deferred tax balances (2)
|
(3,511
|
)
|
—
|
|||||
Impact of US CARES Act (3)
|
13,998
|
—
|
||||||
Impact of change in certain US state tax rates in 2021 and tax rates in France in 2020 (2)
|
(3,225
|
)
|
1,887
|
|||||
Non-GAAP Adjusted Income Tax Provision
|
$
|
42,620
|
$
|
37,175
|
||||
US GAAP Effective Tax Rate
|
15.7
|
%
|
(17.7
|
)%
|
||||
Non-GAAP Adjusted Effective Tax Rate
|
20.5
|
%
|
21.5
|
%
|
(1)
|
For the year ended April 30, 2021, except for the $8.4 million current tax impact from the US CARES Act noted below, substantially all of the tax impact was from deferred taxes. For the year ended April 30, 2020, the tax impact was $1.5 million from current taxes and $22.6 million from deferred taxes.
|
(2)
|
These adjustments impacted deferred taxes in the year ended April 30, 2021 and 2020.
|
(3)
|
The tax impact was $8.4 million from current taxes and $5.6 million from deferred taxes in the year ended April 30, 2021.
|
Year Ended
April 30,
|
||||||||
|
2021
|
2020
|
||||||
US GAAP EARNINGS (LOSS) PER SHARE
|
$
|
2.63
|
$
|
(1.32
|
)
|
|||
Adjustments:
|
||||||||
Restructuring and related charges
|
0.44
|
0.43
|
||||||
Foreign exchange (gains) losses on intercompany transactions
|
(0.02
|
)
|
0.02
|
|||||
Income tax adjustments
|
(0.13
|
)
|
(0.03
|
)
|
||||
Impairment of goodwill
|
—
|
1.94
|
||||||
Impairment of Blackwell trade name
|
—
|
1.31
|
||||||
Impairment of developed technology intangible
|
—
|
0.04
|
||||||
EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (1)
|
—
|
0.01
|
||||||
Non-GAAP Adjusted EPS
|
$
|
2.92
|
$
|
2.40
|
(1) |
Represents the impact of using diluted weighted-average number of common shares outstanding (56.7 million shares for the year ended April 30, 2020) included in the Non-US GAAP Adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.
|
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change
Favorable
|
|||||||||||||
RESEARCH PUBLISHING & PLATFORMS:
|
2021
|
2020
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Research Publishing
|
$
|
972,512
|
$
|
908,952
|
7
|
%
|
5
|
%
|
||||||||
Research Platforms
|
42,837
|
39,887
|
7
|
%
|
7
|
%
|
||||||||||
Total Research Publishing & Platforms Revenue
|
1,015,349
|
948,839
|
7
|
%
|
5
|
%
|
||||||||||
Cost of Sales
|
275,377
|
255,696
|
(8
|
)%
|
(5
|
)%
|
||||||||||
Operating Expenses
|
429,916
|
398,514
|
(8
|
)%
|
(6
|
)%
|
||||||||||
Amortization of Intangible Assets
|
37,033
|
29,276
|
(26
|
)%
|
(24
|
)%
|
||||||||||
Impairment of Intangible Assets (see Note 11)
|
—
|
92,348
|
100
|
%
|
100
|
%
|
||||||||||
Restructuring (Credits) Charges (see Note 7)
|
(36
|
)
|
3,886
|
#
|
#
|
|||||||||||
Contribution to Profit
|
273,059
|
169,119
|
61
|
%
|
60
|
%
|
||||||||||
Impairment of Intangible Assets (see Note 11)
|
—
|
92,348
|
||||||||||||||
Restructuring (Credits) Charges (see Note 7)
|
(36
|
)
|
3,886
|
|||||||||||||
Adjusted Contribution to Profit
|
273,023
|
265,353
|
3
|
%
|
2
|
%
|
||||||||||
Depreciation and Amortization
|
83,866
|
69,495
|
||||||||||||||
Adjusted EBITDA
|
$
|
356,889
|
$
|
334,848
|
7
|
%
|
6
|
%
|
||||||||
Adjusted EBITDA Margin
|
35.1
|
%
|
35.3
|
%
|
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change Favorable
|
|||||||||||||
ACADEMIC & PROFESSIONAL LEARNING:
|
2021
|
2020
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Education Publishing
|
$
|
363,870
|
$
|
352,188
|
3
|
%
|
2
|
%
|
||||||||
Professional Learning
|
280,667
|
298,601
|
(6
|
)%
|
(8
|
)%
|
||||||||||
Total Academic & Professional Learning
|
644,537
|
650,789
|
(1
|
)%
|
(2
|
)%
|
||||||||||
Cost of Sales
|
176,538
|
179,131
|
1
|
%
|
3
|
%
|
||||||||||
Operating Expenses
|
359,872
|
370,363
|
3
|
%
|
4
|
%
|
||||||||||
Amortization of Intangible Assets
|
16,451
|
16,649
|
1
|
%
|
3
|
%
|
||||||||||
Restructuring Charges (see Note 7)
|
3,503
|
10,470
|
67
|
%
|
67
|
%
|
||||||||||
Contribution to Profit
|
88,173
|
74,176
|
19
|
%
|
17
|
%
|
||||||||||
Restructuring Charges (see Note 7)
|
3,503
|
10,470
|
||||||||||||||
Adjusted Contribution to Profit
|
91,676
|
84,646
|
8
|
%
|
6
|
%
|
||||||||||
Depreciation and Amortization
|
71,997
|
69,807
|
||||||||||||||
Adjusted EBITDA
|
$
|
163,673
|
$
|
154,453
|
6
|
%
|
4
|
%
|
||||||||
Adjusted EBITDA Margin
|
25.4
|
%
|
23.7
|
%
|
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change
Favorable
|
|||||||||||||
EDUCATION SERVICES:
|
2021
|
2020
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Education Services OPM (1)
|
$
|
227,700
|
$
|
210,882
|
8
|
%
|
8
|
%
|
||||||||
mthree (1)
|
53,915
|
20,973
|
#
|
#
|
||||||||||||
Total Education Services Revenue
|
281,615
|
231,855
|
21
|
%
|
21
|
%
|
||||||||||
Cost of Sales
|
173,420
|
156,197
|
(11
|
)%
|
(10
|
)%
|
||||||||||
Operating Expenses
|
65,819
|
62,991
|
(4
|
)%
|
(4
|
)%
|
||||||||||
Amortization of Intangible Assets
|
21,201
|
16,511
|
(28
|
)%
|
(28
|
)%
|
||||||||||
Impairment of Goodwill (see Note 11)
|
—
|
110,000
|
100
|
%
|
100
|
%
|
||||||||||
Restructuring Charges (see Note 7)
|
531
|
3,671
|
86
|
%
|
86
|
%
|
||||||||||
Contribution to Profit (Loss)
|
20,644
|
(117,515
|
)
|
#
|
#
|
|||||||||||
Impairment of Goodwill (see Note 11)
|
—
|
110,000
|
||||||||||||||
Restructuring Charges (see Note 7)
|
531
|
3,671
|
||||||||||||||
Adjusted Contribution to Profit (Loss)
|
21,175
|
(3,844
|
)
|
#
|
#
|
|||||||||||
Depreciation and Amortization
|
29,654
|
24,131
|
||||||||||||||
Adjusted EBITDA
|
$
|
50,829
|
$
|
20,287
|
#
|
#
|
||||||||||
Adjusted EBITDA Margins
|
18.0
|
%
|
8.7
|
%
|
(1) |
In May 2020, we moved the IT bootcamp business acquired as part of The Learning House acquisition from Education Services OPM to mthree. As a result, the prior period revenue related to the IT bootcamp business has been included in mthree. There were no changes to our total Education Services or our consolidated financial results. The inorganic revenue from mthree in the year ended April 30, 2021 was $32.6 million.
|
• |
an increase of $74.9 million in the Education Services business, including contributions from Learning House, which was acquired in November 2018, and mthree, which was acquired in January 2020; and
|
• |
an increase of $21.0 million in the Research Publishing & Platforms business.
|
Year Ended
April 30,
|
||||||||
|
2020
|
2019
|
||||||
US GAAP Operating (Loss) Income
|
$
|
(54,287
|
)
|
$
|
223,989
|
|||
Adjustments:
|
||||||||
Restructuring and related charges
|
32,607
|
3,118
|
||||||
Impairment of goodwill
|
110,000
|
—
|
||||||
Impairment of Blackwell trade name
|
89,507
|
—
|
||||||
Impairment of developed technology intangible
|
2,841
|
—
|
||||||
Non-GAAP Adjusted CTP
|
$
|
180,668
|
$
|
227,107
|
Year Ended
April 30,
|
||||||||
|
2020
|
2019
|
||||||
Net (Loss) Income
|
$
|
(74,287
|
)
|
$
|
168,263
|
|||
Interest expense
|
24,959
|
16,121
|
||||||
Provision for income taxes
|
11,195
|
44,689
|
||||||
Depreciation and amortization
|
175,127
|
161,155
|
||||||
Non-GAAP EBITDA
|
136,994
|
390,228
|
||||||
Impairment of goodwill and intangible assets
|
202,348
|
—
|
||||||
Restructuring and related charges
|
32,607
|
3,118
|
||||||
Foreign exchange transaction (gains) losses
|
(2,773
|
)
|
6,016
|
|||||
Other income
|
(13,381
|
)
|
(11,100
|
)
|
||||
Non-GAAP Adjusted EBITDA
|
$
|
355,795
|
$
|
388,262
|
Year Ended
April 30,
|
|||||
2020
|
2019
|
||||
US GAAP Effective Tax Rate
|
(17.7)%
|
21.0%
|
|||
Impairment of goodwill and intangible assets
|
42.3%
|
—
|
|||
Tax effect from other unusual items
|
(3.1)%
|
—
|
|||
State tax adjustment in 2019
|
—
|
1.3%
|
|||
Deferred tax from the Tax Act Rate Change
|
—
|
(0.1)%
|
|||
Non-GAAP Adjusted Effective Tax Rate
|
21.5%
|
22.2%
|
Year Ended
April 30,
|
||||||||
|
2020
|
2019
|
||||||
US GAAP (LOSS) EARNINGS PER SHARE
|
$
|
(1.32
|
)
|
$
|
2.91
|
|||
Adjustments:
|
||||||||
Impairment of goodwill
|
1.94
|
—
|
||||||
Impairment of Blackwell trade name
|
1.31
|
—
|
||||||
Impairment of developed technology intangible
|
0.04
|
—
|
||||||
Restructuring and related charges
|
0.43
|
0.04
|
||||||
Foreign exchange losses on intercompany transactions
|
0.02
|
0.06
|
||||||
Impact of change in certain International tax rates in 2020 and US state tax rates in 2019
|
(0.03
|
)
|
(0.05
|
)
|
||||
EPS impact of using weighted-average dilutive shares for adjusted EPS calculation (1)
|
0.01
|
—
|
||||||
Non-GAAP Adjusted EPS
|
$
|
2.40
|
$
|
2.96
|
(1) |
Represents the impact of using diluted weighted-average number of common shares outstanding (56.7 million shares for the year ended April 30, 2020) included in the Non-US GAAP adjusted EPS calculation in order to apply the dilutive impact on adjusted net income due to the effect of unvested restricted stock units and other stock awards. This impact occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change Favorable
|
||||||||||||||
RESEARCH PUBLISHING & PLATFORMS:
|
2020
|
2019
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Research Publishing
|
$
|
908,952
|
$
|
903,249
|
1
|
%
|
2
|
%
|
||||||||
Research Platforms
|
39,887
|
35,968
|
11
|
%
|
11
|
%
|
||||||||||
Total Research Publishing & Platforms Revenue
|
948,839
|
939,217
|
1
|
%
|
2
|
%
|
||||||||||
Cost of Sales
|
255,696
|
254,560
|
—
|
(2
|
)%
|
|||||||||||
Operating Expenses
|
398,514
|
395,670
|
(1
|
)%
|
(2
|
)%
|
||||||||||
Amortization of Intangible Assets
|
29,276
|
28,102
|
(4
|
)%
|
(6
|
)%
|
||||||||||
Impairment of Intangible Assets (see Note 11)
|
92,348
|
—
|
100
|
%
|
100
|
%
|
||||||||||
Restructuring Charges (see Note 7)
|
3,886
|
1,131
|
#
|
#
|
||||||||||||
Contribution to Profit
|
169,119
|
259,754
|
(35
|
)%
|
(35
|
)%
|
||||||||||
Impairment of Intangible Assets (see Note 11)
|
92,348
|
—
|
||||||||||||||
Restructuring Charges (see Note 7)
|
3,886
|
1,131
|
||||||||||||||
Adjusted Contribution to Profit
|
265,353
|
260,885
|
2
|
%
|
2
|
%
|
||||||||||
Depreciation and Amortization
|
69,495
|
60,889
|
||||||||||||||
Adjusted EBITDA
|
$
|
334,848
|
$
|
321,774
|
4
|
%
|
4
|
%
|
||||||||
Adjusted EBITDA Margin
|
35.3
|
%
|
34.3
|
%
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change Favorable
|
||||||||||||||
ACADEMIC & PROFESSIONAL LEARNING:
|
2020
|
2019
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Education Publishing
|
$
|
352,188
|
$
|
372,018
|
(5
|
)%
|
(4
|
)%
|
||||||||
Professional Learning
|
298,601
|
331,285
|
(10
|
)%
|
(9
|
)%
|
||||||||||
Total Academic & Professional Learning
|
650,789
|
703,303
|
(7
|
)%
|
(6
|
)%
|
||||||||||
Cost of Sales
|
179,131
|
195,331
|
8
|
%
|
7
|
%
|
||||||||||
Operating Expenses
|
370,363
|
343,859
|
(8
|
)%
|
(9
|
)%
|
||||||||||
Amortization of Intangible Assets
|
16,649
|
16,709
|
—
|
(1
|
)%
|
|||||||||||
Restructuring Charges (see Note 7)
|
10,470
|
1,139
|
#
|
#
|
||||||||||||
Contribution to Profit
|
74,176
|
146,265
|
(49
|
)%
|
(49
|
)%
|
||||||||||
Restructuring Charges (see Note 7)
|
10,470
|
1,139
|
||||||||||||||
Adjusted Contribution to Profit
|
84,646
|
147,404
|
(43
|
)%
|
(42
|
)%
|
||||||||||
Depreciation and Amortization
|
69,807
|
68,126
|
||||||||||||||
Adjusted EBITDA
|
$
|
154,453
|
$
|
215,530
|
(28
|
)%
|
(28
|
)%
|
||||||||
Adjusted EBITDA Margin
|
23.7
|
%
|
30.6
|
%
|
Year Ended
April 30,
|
% Change
Favorable
|
Constant Currency
% Change Favorable
|
||||||||||||||
EDUCATION SERVICES:
|
2020
|
2019
|
(Unfavorable)
|
(Unfavorable)
|
||||||||||||
Revenue:
|
||||||||||||||||
Education Services OPM (1)
|
$
|
210,882
|
$
|
155,819
|
35
|
%
|
35
|
%
|
||||||||
mthree (1)
|
20,973
|
1,730
|
#
|
#
|
||||||||||||
Total Education Services Revenue
|
231,855
|
157,549
|
47
|
%
|
48
|
%
|
||||||||||
Cost of Sales
|
156,197
|
104,831
|
(49
|
)%
|
(49
|
)%
|
||||||||||
Operating Expenses
|
62,991
|
55,754
|
(13
|
)%
|
(13
|
)%
|
||||||||||
Amortization of Intangible Assets
|
16,511
|
9,847
|
(68
|
)%
|
(68
|
)%
|
||||||||||
Impairment of Goodwill (see Note 11)
|
110,000
|
—
|
100
|
%
|
100
|
%
|
||||||||||
Restructuring Charges (see Note 7)
|
3,671
|
389
|
#
|
#
|
||||||||||||
Contribution to (Loss) Profit
|
(117,515
|
)
|
(13,272
|
)
|
#
|
#
|
||||||||||
Impairment of Goodwill (see Note 11)
|
110,000
|
—
|
||||||||||||||
Restructuring Charges (see Note 7)
|
3,671
|
389
|
||||||||||||||
Adjusted Contribution to (Loss) Profit
|
(3,844
|
)
|
(12,883
|
)
|
70
|
%
|
70
|
%
|
||||||||
Depreciation and Amortization
|
24,131
|
18,117
|
||||||||||||||
Adjusted EBITDA
|
$
|
20,287
|
$
|
5,234
|
#
|
#
|
||||||||||
Adjusted EBITDA Margins
|
8.7
|
%
|
3.3
|
%
|
(1) |
In May 2020, we moved the IT bootcamp business acquired as part of The Learning House acquisition from Education Services OPM to mthree. As a result, the prior period revenue related to the IT bootcamp business has been included in mthree. There were no changes to our total Education Services or our consolidated financial results. The inorganic revenue from mthree in the year ended April 30, 2020 was $17.5 million.
|
•
|
Revenue Outlook: Wiley expects consolidated revenue to exceed $2 billion for the first time in Wiley’s history, with mid-to-high single digit growth anticipated for Research Publishing & Platforms, low-single digit growth for Academic & Professional Learning, and low-teens growth for Education Services.
|
•
|
Adjusted Earnings Outlook: Wiley expects profit gains from revenue growth to be tempered by investments to accelerate growth initiatives, as well as higher travel and event expenses due to the resumption of in-person business activities. Adjusted EPS performance is expected to be moderated by higher depreciation and amortization expense associated with acquisitions and investments, and a higher effective tax rate in the range of 22% - 23%, from 20.5% in fiscal year 2021.
|
•
|
Free Cash Flow Outlook: Wiley expects strong cash from operations to be partially offset by higher capital expenditures. We anticipate capital expenditures in fiscal year 2022 to be in the range of $120 million - $130 million as compared with $103 million in fiscal year 2021, the non-recurrence of a $21 million US tax refund received in fiscal year 2021, and higher annual incentive compensation payments related to fiscal year 2021 performance.
|
Metric
|
Fiscal Year 2021
Actual
|
Fiscal Year 2022
Outlook
|
||
Revenue
|
$1,942
|
$2,070 to $2,100
|
||
Adjusted EBITDA
|
$419
|
$415 to $435
|
||
Adjusted EPS
|
$2.92
|
$2.80 to $3.05
|
||
Free Cash Flow
|
$257
|
$200 to $220
|
|
Payments Due by Period
|
|||||||||||||||||||
Total
|
Within
Year 1
|
2–3
Years
|
4–5
Years
|
After 5
Years
|
||||||||||||||||
Total Debt(1)
|
$
|
822.1
|
$
|
12.5
|
$
|
223.4
|
$
|
586.2
|
$
|
—
|
||||||||||
Interest on Debt(2)
|
39.6
|
14.7
|
21.9
|
3.0
|
—
|
|||||||||||||||
Non-Cancellable Leases
|
221.2
|
30.7
|
51.7
|
43.8
|
95.0
|
|||||||||||||||
Minimum Royalty Obligations
|
480.3
|
108.5
|
172.9
|
106.3
|
92.6
|
|||||||||||||||
Other Operating Commitments
|
72.8
|
40.0
|
31.5
|
1.3
|
—
|
|||||||||||||||
Total
|
$
|
1,636.0
|
$
|
206.4
|
$
|
501.4
|
$
|
740.6
|
$
|
187.6
|
(1) |
Total debt is exclusive of unamortized issuance costs of $0.5 million.
|
(2) |
Interest on Debt includes the effect of our interest rate swap agreements and the estimated future interest payments on our unhedged variable rate debt, assuming that the interest rates as of April 30, 2021 remain constant until the maturity of the debt.
|
|
Years Ended April 30,
|
|||||||||||
2021
|
2020
|
2019
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
359,923
|
$
|
288,435
|
$
|
250,831
|
||||||
Net Cash Used in Investing Activities
|
(433,154
|
)
|
(346,670
|
)
|
(301,502
|
)
|
||||||
Net Cash (Used In) Provided by Financing Activities
|
(47,086
|
)
|
172,677
|
(17,595
|
)
|
|||||||
Effect of Foreign Currency Exchange Rate Changes on Cash, Cash Equivalents and Restricted Cash
|
$
|
11,629
|
$
|
(4,943
|
)
|
$
|
(8,443
|
)
|
|
Years Ended April 30,
|
|||||||||||
2021
|
2020
|
2019
|
||||||||||
Net Cash Provided by Operating Activities
|
$
|
359,923
|
$
|
288,435
|
$
|
250,831
|
||||||
Less: Additions to Technology, Property and Equipment
|
(77,407
|
)
|
(88,593
|
)
|
(77,167
|
)
|
||||||
Less: Product Development Spending
|
(25,954
|
)
|
(26,608
|
)
|
(24,426
|
)
|
||||||
Free Cash Flow less Product Development Spending
|
$
|
256,562
|
$
|
173,234
|
$
|
149,238
|
Net Cash Provided By Operating Activities – Year Ended April 30, 2020
|
$
|
288.4
|
||
Higher net income adjusted for items to reconcile net income to net cash provided by operating activities, including the following noncash items: depreciation and amortization, impairment of goodwill and intangible assets in 2020 and the change in deferred taxes
|
88.9
|
|||
Working Capital Changes:
|
||||
Accounts payable and royalties payable
|
(45.7
|
)
|
||
Other accrued liabilities
|
49.4
|
|||
Inventories
|
10.6
|
|||
Accounts receivable, net and contract liabilities
|
10.0
|
|||
Other working capital items
|
(41.7
|
)
|
||
Net Cash Provided By Operating Activities – Year Ended April 30, 2021
|
$
|
359.9
|
Net Cash Provided By Operating Activities - Year Ended April 30, 2019
|
$
|
250.8
|
||
Working Capital Changes:
|
||||
Accounts receivable, net and contract liabilities - due to the timing of collections, including collections from the delayed calendar year 2019 journal subscription billing into fiscal year 2020
|
31.8
|
|||
Accrued income taxes primarily due to the timing of certain international tax payments
|
(15.8
|
)
|
||
Lower contributions to the employment retirement plans due to a prior year $10.0 million discretionary contribution to the U.S. Employees’ Retirement Plan of John Wiley & Sons, Inc.
|
6.7
|
|||
Other working capital items, including the timing of payments of accounts payable
|
22.2
|
|||
Lower net income adjusted for items to reconcile net loss to net cash provided by operating activities
|
(7.3
|
)
|
||
Net Cash Provided By Operating Activities - Year Ended April 30, 2020
|
$
|
288.4
|
Years Ended April 30,
|
||||||||||||
|
2021
|
2020
|
2019
|
|||||||||
Shares repurchased – Class A
|
308
|
1,080
|
1,191
|
|||||||||
Shares repurchased – Class B
|
2
|
2
|
—
|
|||||||||
Average Price – Class A and Class B
|
$
|
50.93
|
$
|
43.05
|
$
|
50.35
|
•
|
Future cash flow assumptions – The projections for future cash flows utilized in the model was derived from historical experience and assumptions regarding future growth and profitability of the reporting unit. These projections are consistent with our operating budget and strategic plan. We applied a compounded annual growth rate of approximately 6.8% for forecasted sales in our projected cash flows through fiscal year 2028. Beyond the forecasted period, a terminal value was determined using a perpetuity growth rate of 3.0% to reflect our estimate of stable and perpetual growth.
|
•
|
Weighted average cost of capital (WACC) – The WACC is the rate used to discount the reporting unit’s estimated future cash flows. The WACC is calculated based on a proportionate weighting of the cost of debt and equity. The cost of equity is based on a capital asset pricing model and includes a company-specific risk premium to capture the perceived risks and uncertainties associated with the reporting unit’s projected cash flows. The cost of debt component is calculated based on the after-tax cost of debt of Moody’s Baa-rated corporate bonds. The cost of debt and equity is weighted based on the debt to market capitalization ratio of publicly traded companies with similarities to the Education Services reporting unit. The WACC applied to the Education Services reporting unit was 11.0%.
|
•
|
Valuation Multiples – For the Guideline Public Company Method, we applied relevant current and forward 12-month revenue multiples based on an evaluation of multiples of publicly traded companies with similarities to the Education Services reporting unit. The multiples applied ranged from 1.3 to 1.4x revenue.
|
•
|
Equal weighting was applied to the income and market approach when determining the overall fair value calculation for the Education Services reporting unit.
|
•
|
A hypothetical 1% increase to revenue growth and EBITDA margins would have reduced the impairment charge by approximately $16.0 million.
|
•
|
A hypothetical 1% decrease to revenue growth and EBITDA margins would have increased the impairment charge by approximately $19.0 million.
|
•
|
A hypothetical change to the weightings by applying a weighting of 25% to the income approach and 75% to the market approach would have increased the impairment charge by approximately $2.0 million.
|
Financial Statements
|
|
55
|
|
56
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended April 30, 2021, 2020, and 2019
|
57
|
58
|
|
59
|
|
Notes to Consolidated Financial Statements
|
|
Note 1. Description of Business
|
60
|
Note 2. Summary of Significant Accounting Policies, Recently Issued, and Recently Adopted Accounting Standards
|
60
|
Note 3. Revenue Recognition, Contracts with Customers
|
67
|
Note 4. Acquisitions
|
72
|
Note 5. Reconciliation of Weighted Average Shares Outstanding
|
76
|
Note 6. Accumulated Other Comprehensive Loss
|
77
|
Note 7. Restructuring and Related Charges
|
78
|
Note 8. Inventories
|
80
|
Note 9. Product Development Assets
|
80
|
Note 10. Technology, Property, and Equipment
|
80
|
Note 11. Goodwill and Intangible Assets
|
81
|
Note 12. Operating Leases
|
83
|
Note 13. Income Taxes
|
85
|
Note 14. Debt and Available Credit Facilities
|
88
|
Note 15. Derivative Instruments and Activities
|
89
|
Note 16. Commitment and Contingencies
|
90
|
Note 17. Retirement Plans
|
90
|
Note 18. Stock-Based Compensation
|
94
|
Note 19. Capital Stock and Changes in Capital Accounts
|
97
|
Note 20. Segment Information
|
99
|
Note 21. Supplementary Quarterly Financial Information–Results By Quarter (Unaudited)
|
101
|
Note 22. Subsequent Events
|
101
|
Financial Statement Schedule
|
|
108
|
/s/ Brian A. Napack
|
|
Brian A. Napack
|
|
President and Chief Executive Officer
|
|
/s/ John A. Kritzmacher
|
|
|
John A. Kritzmacher
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
||
/s/ Christopher F. Caridi
|
|
|
Christopher F. Caridi
|
|
|
Senior Vice President, Global Corporate Controller, and
|
|
|
Chief Accounting Officer
|
|
|
|
|
|
|
|
|
July 6, 2021
|
|
•
|
evaluating the discount rate by comparing it to an independently developed range of discount rates using publicly available market data for comparable entities
|
•
|
evaluating the royalty rate by comparing it to royalty rates for similar companies
|
•
|
developing an estimated range of fair values of the acquired journals using the Company’s cash flow forecasts and an independently developed range of discount rates and royalty rates, and comparing it to the Company’s fair value estimate.
|
|
April 30,
|
|||||||
2021
|
2020
|
|||||||
Assets:
|
||||||||
Current assets
|
||||||||
Cash and cash equivalents
|
$
|
93,795
|
$
|
202,464
|
||||
Accounts receivable, net
|
311,571
|
309,384
|
||||||
Inventories, net
|
42,538
|
43,614
|
||||||
Prepaid expenses and other current assets
|
78,393
|
59,465
|
||||||
Total current assets
|
526,297
|
614,927
|
||||||
Product development assets, net
|
49,517
|
53,643
|
||||||
Royalty advances, net
|
39,582
|
36,710
|
||||||
Technology, property and equipment, net
|
282,270
|
298,005
|
||||||
Intangible assets, net
|
1,015,302
|
807,405
|
||||||
Goodwill
|
1,304,340
|
1,116,790
|
||||||
Operating lease right-of-use assets
|
121,430
|
142,716
|
||||||
Other non-current assets
|
107,701
|
98,598
|
||||||
Total assets
|
$
|
3,446,439
|
$
|
3,168,794
|
||||
Liabilities and shareholders’ equity:
|
||||||||
Current liabilities
|
||||||||
Accounts payable
|
$
|
95,791
|
$
|
93,691
|
||||
Accrued royalties
|
78,582
|
87,408
|
||||||
Short-term portion of long-term debt
|
12,500
|
9,375
|
||||||
Contract liabilities
|
545,425
|
520,214
|
||||||
Accrued employment costs
|
144,744
|
108,448
|
||||||
Accrued income taxes
|
8,590
|
13,728
|
||||||
Short-term portion of operating lease liabilities
|
22,440
|
21,810
|
||||||
Other accrued liabilities
|
80,900
|
72,595
|
||||||
Total current liabilities
|
988,972
|
927,269
|
||||||
Long-term debt
|
809,088
|
765,650
|
||||||
Accrued pension liability
|
146,247
|
187,969
|
||||||
Deferred income tax liabilities
|
172,903
|
119,127
|
||||||
Operating lease liabilities
|
145,832
|
159,782
|
||||||
Other long-term liabilities
|
92,106
|
75,373
|
||||||
Total liabilities
|
2,355,148
|
2,235,170
|
||||||
Shareholders’ equity
|
||||||||
Preferred stock, $1 par value: Authorized – 2 million, Issued – 0
|
—
|
—
|
||||||
Class A common stock, $1 par value: Authorized – 180 million, Issued – 70,208 and 70,166 as of April 30, 2021 and 2020, respectively
|
70,208
|
70,166
|
||||||
Class B common stock, $1 par value: Authorized – 72 million, Issued – 12,974 and 13,016 as of April 30, 2021 and 2020, respectively
|
12,974
|
13,016
|
||||||
Additional paid-in capital
|
444,358
|
431,680
|
||||||
Retained earnings
|
1,850,058
|
1,780,129
|
||||||
Accumulated other comprehensive loss:
|
||||||||
Foreign currency translation adjustment
|
(257,941
|
)
|
(340,703
|
)
|
||||
Unamortized retirement costs, net of tax
|
(228,146
|
)
|
(227,920
|
)
|
||||
Unrealized (loss) on interest rate swaps, net of tax
|
(4,703
|
)
|
(6,874
|
)
|
||||
Total accumulated other comprehensive loss, net of tax
|
(490,790
|
)
|
(575,497
|
)
|
||||
Less: treasury shares at cost (Class A – 23,419 and 23,405 as of April 30, 2021 and 2020, respectively, Class B – 3,922 and 3,920 of April 30, 2021 and 2020, respectively)
|
(795,517
|
)
|
(785,870
|
)
|
||||
Total shareholders’ equity
|
1,091,291
|
933,624
|
||||||
Total liabilities and shareholders’ equity
|
$
|
3,446,439
|
$
|
3,168,794
|
|
For the Years Ended April 30,
|
|||||||||||
2021
|
2020
|
2019
|
||||||||||
Revenue, net
|
$
|
1,941,501
|
$
|
1,831,483
|
$
|
1,800,069
|
||||||
Costs and expenses
|
||||||||||||
Cost of sales
|
625,335
|
591,024
|
554,722
|
|||||||||
Operating and administrative expenses
|
1,022,660
|
997,355
|
963,582
|
|||||||||
Impairment of goodwill and intangible assets
|
—
|
202,348
|
—
|
|||||||||
Restructuring and related charges
|
33,310
|
32,607
|
3,118
|
|||||||||
Amortization of intangible assets
|
74,685
|
62,436
|
54,658
|
|||||||||
Total costs and expenses
|
1,755,990
|
1,885,770
|
1,576,080
|
|||||||||
Operating income (loss)
|
185,511
|
(54,287
|
)
|
223,989
|
||||||||
Interest expense
|
(18,383
|
)
|
(24,959
|
)
|
(16,121
|
)
|
||||||
Foreign exchange transaction (losses) gains
|
(7,977
|
)
|
2,773
|
(6,016
|
)
|
|||||||
Other income
|
16,761
|
13,381
|
11,100
|
|||||||||
Income (loss) before taxes
|
175,912
|
(63,092
|
)
|
212,952
|
||||||||
Provision for income taxes
|
27,656
|
11,195
|
44,689
|
|||||||||
Net income (loss)
|
$
|
148,256
|
$
|
(74,287
|
)
|
$
|
168,263
|
|||||
Earnings (loss) per share:
|
||||||||||||
Basic
|
$
|
2.65
|
$
|
(1.32
|
)
|
$
|
2.94
|
|||||
Diluted
|
$
|
2.63
|
$
|
(1.32
|
)
|
$
|
2.91
|
|||||
Weighted average number of common shares outstanding:
|
||||||||||||
Basic
|
55,930
|
56,209
|
57,192
|
|||||||||
Diluted
|
56,461
|
56,209
|
57,840
|
|
For the Years Ended April 30,
|
|||||||||||
2021
|
2020
|
2019
|
||||||||||
Net income (loss)
|
$
|
148,256
|
$
|
(74,287
|
)
|
$
|
168,263
|
|||||
Other comprehensive income (loss):
|
||||||||||||
Foreign currency translation adjustment
|
82,762
|
(28,596
|
)
|
(60,534
|
)
|
|||||||
Unamortized retirement costs, net of tax (expense) benefit of $(2,103), $10,137, and $1,337, respectively
|
(226
|
)
|
(31,863
|
)
|
(5,031
|
)
|
||||||
Unrealized gain (loss) on interest rate swaps, net of tax (expense) benefit of $(657), $2,114, and $1,161, respectively
|
2,171
|
(6,300
|
)
|
(3,593
|
)
|
|||||||
Total other comprehensive income (loss)
|
84,707
|
(66,759
|
)
|
(69,158
|
)
|
|||||||
Comprehensive income (loss)
|
$
|
232,963
|
$
|
(141,046
|
)
|
$
|
99,105
|
|
For the Years Ended April 30,
|
|||||||||||
2021
|
2020
|
2019
|
||||||||||
Operating activities
|
||||||||||||
Net income (loss)
|
$
|
148,256
|
$
|
(74,287
|
)
|
$
|
168,263
|
|||||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
||||||||||||
Impairment of goodwill and intangible assets
|
—
|
202,348
|
—
|
|||||||||
Amortization of intangible assets
|
74,685
|
62,436
|
54,658
|
|||||||||
Amortization of product development assets
|
34,365
|
35,975
|
37,079
|
|||||||||
Depreciation and amortization of technology, property and equipment
|
91,139
|
76,716
|
69,418
|
|||||||||
Restructuring and related charges
|
33,310
|
32,607
|
3,118
|
|||||||||
Stock-based compensation expense
|
21,982
|
20,009
|
18,327
|
|||||||||
Employee retirement plan expense
|
12,975
|
10,832
|
5,236
|
|||||||||
Foreign exchange transaction losses (gains)
|
7,977
|
(2,773
|
)
|
6,016
|
||||||||
Other noncash charges (credits)
|
35,138
|
7,115
|
(11,136
|
)
|
||||||||
Changes in operating assets and liabilities
|
||||||||||||
Accounts receivable, net
|
(7,263
|
)
|
(2,962
|
)
|
(64,734
|
)
|
||||||
Inventories, net
|
7,842
|
(2,714
|
)
|
3,820
|
||||||||
Accounts payable
|
(20,110
|
)
|
1,163
|
7,369
|
||||||||
Accrued royalties
|
(11,011
|
)
|
13,425
|
6,169
|
||||||||
Contract liabilities
|
14,164
|
(118
|
)
|
29,901
|
||||||||
Accrued income taxes
|
(13,446
|
)
|
(5,962
|
)
|
9,613
|
|||||||
Restructuring payments
|
(19,667
|
)
|
(12,563
|
)
|
(15,219
|
)
|
||||||
Other accrued liabilities
|
41,588
|
(7,817
|
)
|
(32,713
|
)
|
|||||||
Employee retirement plan contributions
|
(40,676
|
)
|
(33,729
|
)
|
(40,470
|
)
|
||||||
Operating lease liabilities
|
(32,344
|
)
|
(28,243
|
)
|
—
|
|||||||
Royalty advances, net
|
3,342
|
(2,099
|
)
|
(824
|
)
|
|||||||
Other
|
(22,323
|
)
|
(924
|
)
|
(3,060
|
)
|
||||||
Net cash provided by operating activities
|
359,923
|
288,435
|
250,831
|
|||||||||
Investing activities
|
||||||||||||
Product development spending
|
(25,954
|
)
|
(26,608
|
)
|
(24,426
|
)
|
||||||
Additions to technology, property and equipment
|
(77,407
|
)
|
(88,593
|
)
|
(77,167
|
)
|
||||||
Businesses acquired in purchase transactions, net of cash acquired
|
(299,942
|
)
|
(229,629
|
)
|
(190,415
|
)
|
||||||
Acquisitions of publication rights and other
|
(29,851
|
)
|
(1,840
|
)
|
(9,494
|
)
|
||||||
Net cash used in investing activities
|
(433,154
|
)
|
(346,670
|
)
|
(301,502
|
)
|
||||||
Financing activities
|
||||||||||||
Repayments of long-term debt
|
(562,752
|
)
|
(630,551
|
)
|
(476,246
|
)
|
||||||
Borrowings of long-term debt
|
593,405
|
934,323
|
596,320
|
|||||||||
Payment of debt issuance costs
|
—
|
(4,006
|
)
|
—
|
||||||||
Purchases of treasury shares
|
(15,765
|
)
|
(46,589
|
)
|
(59,994
|
)
|
||||||
Change in book overdrafts
|
18,398
|
(48
|
)
|
(5,674
|
)
|
|||||||
Cash dividends
|
(76,938
|
)
|
(76,658
|
)
|
(75,752
|
)
|
||||||
Net (payments) proceeds from stock-based compensation and other
|
(3,434
|
)
|
(3,794
|
)
|
3,751
|
|||||||
Net cash (used in) provided by financing activities
|
(47,086
|
)
|
172,677
|
(17,595
|
)
|
|||||||
Effects of exchange rate changes on cash, cash equivalents, and restricted cash
|
11,629
|
(4,943
|
)
|
(8,443
|
)
|
|||||||
Cash reconciliation:
|
||||||||||||
Cash and cash equivalents
|
202,464
|
92,890
|
169,773
|
|||||||||
Restricted cash included in Prepaid expenses and other current assets
|
583
|
658
|
484
|
|||||||||
Balance at beginning of year
|
203,047
|
93,548
|
170,257
|
|||||||||
(Decrease)/increase for year
|
(108,688
|
)
|
109,499
|
(76,709
|
)
|
|||||||
Cash and cash equivalents
|
93,795
|
202,464
|
92,890
|
|||||||||
Restricted cash included in Prepaid expenses and other current assets
|
564
|
583
|
658
|
|||||||||
Balance at end of year
|
$
|
94,359
|
$
|
203,047
|
$
|
93,548
|
||||||
Cash paid during the year for:
|
||||||||||||
Interest
|
$
|
17,171
|
$
|
23,622
|
$
|
14,867
|
||||||
Income taxes, net of refunds
|
$
|
41,064
|
$
|
41,537
|
$
|
48,264
|
||||||
Noncash items:
|
||||||||||||
Noncash items associated with the acquisition of Learning House:
|
||||||||||||
Warrants to purchase 0.4 million shares of Wiley Class A Common Stock issued in connection with the Learning House acquisition
|
$
|
—
|
$
|
—
|
$
|
565
|
|
Common stock
Class A
|
Common stock
Class B
|
Additional
paid-in
capital
|
Retained
earnings
|
Accumulated
other
comprehensive
loss
|
Treasury
stock
|
Total
shareholder’s
equity
|
|||||||||||||||||||||
Balance at April 30, 2018
|
$
|
70,111
|
$
|
13,071
|
$
|
407,120
|
$
|
1,834,057
|
$
|
(439,580
|
)
|
$
|
(694,222
|
)
|
$
|
1,190,557
|
||||||||||||
Restricted shares issued under stock-based compensation plans
|
—
|
—
|
(8,544
|
)
|
3
|
—
|
8,826
|
285
|
||||||||||||||||||||
Net proceeds from stock-based compensation and other
|
—
|
—
|
4,837
|
—
|
—
|
(1,086
|
)
|
3,751
|
||||||||||||||||||||
Stock-based compensation expense
|
—
|
—
|
18,327
|
—
|
—
|
—
|
18,327
|
|||||||||||||||||||||
Purchase of treasury shares
|
—
|
—
|
—
|
—
|
—
|
(59,994
|
)
|
(59,994
|
)
|
|||||||||||||||||||
Class A common stock dividends ($1.32 per share)
|
—
|
—
|
—
|
(63,684
|
)
|
—
|
—
|
(63,684
|
)
|
|||||||||||||||||||
Class B common stock dividends ($1.32 per share)
|
—
|
—
|
—
|
(12,068
|
)
|
—
|
—
|
(12,068
|
)
|
|||||||||||||||||||
Common stock class conversions
|
16
|
(16
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Issuance of warrants related to acquisition of a business
|
—
|
—
|
565
|
—
|
—
|
—
|
565
|
|||||||||||||||||||||
Adjustment due to adoption of new revenue standard
|
—
|
—
|
—
|
4,503
|
—
|
—
|
4,503
|
|||||||||||||||||||||
Comprehensive income, net of tax
|
—
|
—
|
—
|
168,263
|
(69,158
|
)
|
—
|
99,105
|
||||||||||||||||||||
Balance at April 30, 2019
|
$
|
70,127
|
$
|
13,055
|
$
|
422,305
|
$
|
1,931,074
|
$
|
(508,738
|
)
|
$
|
(746,476
|
)
|
$
|
1,181,347
|
||||||||||||
Restricted shares issued under stock-based compensation plans
|
—
|
—
|
(10,992
|
)
|
—
|
—
|
11,347
|
355
|
||||||||||||||||||||
Net payments from stock-based compensation and other
|
—
|
—
|
358
|
—
|
—
|
(4,152
|
)
|
(3,794
|
)
|
|||||||||||||||||||
Stock-based compensation expense
|
—
|
—
|
20,009
|
—
|
—
|
—
|
20,009
|
|||||||||||||||||||||
Purchase of treasury shares
|
—
|
—
|
—
|
—
|
—
|
(46,589
|
)
|
(46,589
|
)
|
|||||||||||||||||||
Class A common stock dividends ($1.36 per share)
|
—
|
—
|
—
|
(64,264
|
)
|
—
|
—
|
(64,264
|
)
|
|||||||||||||||||||
Class B common stock dividends ($1.36 per share)
|
—
|
—
|
—
|
(12,394
|
)
|
—
|
—
|
(12,394
|
)
|
|||||||||||||||||||
Common stock class conversions
|
39
|
(39
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Comprehensive loss, net of tax
|
—
|
—
|
—
|
(74,287
|
)
|
(66,759
|
)
|
—
|
(141,046
|
)
|
||||||||||||||||||
Balance at April 30, 2020
|
$
|
70,166
|
$
|
13,016
|
$
|
431,680
|
$
|
1,780,129
|
$
|
(575,497
|
)
|
$
|
(785,870
|
)
|
$
|
933,624
|
||||||||||||
Cumulative effect of change in accounting principle, net of tax
|
—
|
—
|
—
|
(1,390
|
)
|
—
|
—
|
(1,390
|
)
|
|||||||||||||||||||
Restricted shares issued under stock-based compensation plans
|
—
|
—
|
(10,206
|
)
|
1
|
—
|
10,454
|
249
|
||||||||||||||||||||
Net payments from stock-based compensation and other
|
—
|
—
|
902
|
—
|
—
|
(4,336
|
)
|
(3,434
|
)
|
|||||||||||||||||||
Stock-based compensation expense
|
—
|
—
|
21,982
|
—
|
—
|
—
|
21,982
|
|||||||||||||||||||||
Purchase of treasury shares
|
—
|
—
|
—
|
—
|
—
|
(15,765
|
)
|
(15,765
|
)
|
|||||||||||||||||||
Class A common stock dividends ($1.37 per share)
|
—
|
—
|
—
|
(67,614
|
)
|
—
|
—
|
(67,614
|
)
|
|||||||||||||||||||
Class B common stock dividends ($1.37 per share)
|
—
|
—
|
—
|
(9,324
|
)
|
—
|
—
|
(9,324
|
)
|
|||||||||||||||||||
Common stock class conversions
|
42
|
(42
|
)
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||
Comprehensive income, net of tax
|
—
|
—
|
—
|
148,256
|
84,707
|
—
|
232,963
|
|||||||||||||||||||||
Balance at April 30, 2021
|
$
|
70,208
|
$
|
12,974
|
$
|
444,358
|
$
|
1,850,058
|
$
|
(490,790
|
)
|
$
|
(795,517
|
)
|
$
|
1,091,291
|
|
2021
|
2020
|
||||||
Increase in Inventories, net
|
$
|
10,886
|
$
|
8,686
|
||||
Decrease in Accrued royalties
|
$
|
(4,949
|
)
|
$
|
(4,441
|
)
|
||
Increase in Contract liabilities
|
$
|
38,034
|
$
|
32,769
|
||||
Print book sales return reserve net liability balance
|
$
|
(22,199
|
)
|
$
|
(19,642
|
)
|
|
For the Years Ended April 30,
|
|||||||||||
2021
|
2020
|
2019
|
||||||||||
Advertising and marketing costs
|
$
|
93.6
|
$
|
103.1
|
$
|
89.5
|
||||||
Cost of sales (1)
|
57.0
|
65.8
|
53.7
|
|||||||||
Operating and administrative expenses
|
36.6
|
37.3
|
35.8
|
(1) |
This includes certain advertising and marketing costs incurred by our Education Services business to fulfill performance obligations from contracts with educational institutions.
|
|
Provision for
Credit Losses
|
|||
Balance as of April 30, 2020
|
$
|
18,335
|
||
Adjustment due to adoption of new credit losses standard recorded as an adjustment to retained earnings
|
1,776
|
|||
Current period provision
|
6,957
|
|||
Amounts written off, less recoveries
|
(4,463
|
)
|
||
Foreign exchange translation adjustments and other
|
(1,131
|
)
|
||
Balance as of April 30, 2021
|
$
|
21,474
|
|
For the Years Ended April 30,
|
|||||||||||
2021
|
2020
|
2019
|
||||||||||
Research Publishing & Platforms:
|
||||||||||||
Research Publishing
|
$
|
972,512
|
$
|
908,952
|
$
|
903,249
|
||||||
Research Platforms
|
42,837
|
39,887
|
35,968
|
|||||||||
Total Research Publishing & Platforms
|
1,015,349
|
948,839
|
939,217
|
|||||||||
Academic & Professional Learning:
|
||||||||||||
Education Publishing
|
363,870
|
352,188
|
372,018
|
|||||||||
Professional Learning
|
280,667
|
298,601
|
331,285
|
|||||||||
Total Academic & Professional Learning
|
644,537
|
650,789
|
703,303
|
|||||||||
Education Services:
|
||||||||||||
Education Services OPM (1)
|
227,700
|
210,882
|
155,819
|
|||||||||
mthree (1)
|
53,915
|
20,973
|
1,730
|
|||||||||
Total Education Services
|
281,615
|
231,855
|
157,549
|
|||||||||
Total Revenue
|
$
|
1,941,501
|
$
|
1,831,483
|
$
|
1,800,069
|
(1) |
In May 2020, we moved the IT bootcamp business acquired as part of The Learning House acquisition from Education Services Online Program Management (OPM) to mthree. As a result, the prior period revenue related to the IT bootcamp business has been included in mthree. The revenue for the IT bootcamp business was $1.6 million, $3.5 million and $1.7 million for the years ended April 30, 2021, 2020 and 2019, respectively. There were no changes to our total Education Services or our consolidated financial results.
|
|
April 30, 2021
|
April 30, 2020
|
Increase/
(Decrease)
|
|||||||||
Balances from contracts with customers:
|
||||||||||||
Accounts receivable, net
|
$
|
311,571
|
$
|
309,384
|
$
|
2,187
|
||||||
Contract liabilities (1)
|
545,425
|
520,214
|
25,211
|
|||||||||
Contract liabilities (included in Other long-term liabilities)
|
$
|
19,560
|
$
|
14,949
|
$
|
4,611
|
(1) |
The sales return reserve recorded in Contract liabilities is $38.0 million and $32.8 million as of April 30, 2021 and April 30, 2020, respectively. See Note 2, “Summary of Significant Accounting Policies, Recently Issued, and Recently Adopted Accounting Standards” for further details of the sales return reserve.
|
Preliminary
Allocation as of
January 31, 2021
|
Measurement Period Adjustments
|
Preliminary
Allocation as of
April 30, 2021
|
||||||||||
Total consideration transferred
|
$
|
300,086
|
$
|
—
|
$
|
300,086
|
||||||
Assets:
|
||||||||||||
Current assets
|
2,902
|
(90
|
)
|
2,812
|
||||||||
Technology, property and equipment, net
|
844
|
—
|
844
|
|||||||||
Intangible assets, net
|
194,400
|
500
|
194,900
|
|||||||||
Goodwill
|
141,775
|
5,613
|
147,388
|
|||||||||
Operating lease right-of-use assets
|
3,716
|
46
|
3,762
|
|||||||||
Other non-current assets
|
177
|
(108
|
)
|
69
|
||||||||
Total assets
|
$
|
343,814
|
$
|
5,961
|
$
|
349,775
|
||||||
Liabilities:
|
||||||||||||
Current liabilities
|
3,657
|
(63
|
)
|
3,594
|
||||||||
Deferred income tax liabilities
|
36,936
|
95
|
37,031
|
|||||||||
Operating lease liabilities
|
3,135
|
15
|
3,150
|
|||||||||
Other long-term liabilities
|
—
|
5,914
|
5,914
|
|||||||||
Total liabilities
|
$
|
43,728
|
$
|
5,961
|
$
|
49,689
|
Estimated
Fair Value
|
Weighted-Average Useful Life (in Years)
|
|||||||
Content and publishing rights
|
$
|
188,500
|
15
|
|||||
Developed technology
|
5,000
|
6
|
||||||
Trademarks
|
1,000
|
2
|
||||||
Customer relationships
|
400
|
10
|
||||||
Total
|
$
|
194,900
|
Preliminary Allocation
as of April 30, 2020
|
Measurement
Period Adjustments
|
Final
Allocation
|
||||||||||
Total cash consideration at the acquisition date and cash to be paid
|
$
|
122,242
|
$
|
1,289
|
$
|
123,531
|
||||||
Assets:
|
||||||||||||
Current assets
|
8,750
|
473
|
9,223
|
|||||||||
Technology, property and equipment, net
|
484
|
—
|
484
|
|||||||||
Intangible assets, net
|
56,836
|
—
|
56,836
|
|||||||||
Goodwill
|
82,561
|
—
|
82,561
|
|||||||||
Operating lease right-of-use assets
|
3,710
|
—
|
3,710
|
|||||||||
Total assets
|
$
|
152,341
|
$
|
473
|
$
|
152,814
|
||||||
Liabilities:
|
||||||||||||
Current liabilities
|
14,380
|
(816
|
)
|
13,564
|
||||||||
Deferred income tax liabilities
|
12,722
|
—
|
12,722
|
|||||||||
Operating lease liabilities
|
2,692
|
—
|
2,692
|
|||||||||
Other long-term liabilities
|
305
|
—
|
305
|
|||||||||
Total liabilities
|
$
|
30,099
|
$
|
(816
|
)
|
$
|
29,283
|
Fair Value
|
Weighted-Average
Useful Life (in Years)
|
|||||||
Customer relationships
|
$
|
48,792
|
12
|
|||||
Trademarks
|
6,725
|
10
|
||||||
Content
|
1,319
|
4
|
||||||
Total
|
$
|
56,836
|
Final
Allocation
|
||||
Total cash consideration transferred
|
$
|
55,939
|
||
Assets:
|
||||
Current assets
|
2,280
|
|||
Technology, property and equipment, net
|
28
|
|||
Intangible assets, net
|
24,500
|
|||
Goodwill
|
36,903
|
|||
Total assets
|
$
|
63,711
|
||
Liabilities:
|
||||
Current liabilities
|
2,581
|
|||
Deferred income tax liabilities
|
5,191
|
|||
Total liabilities
|
$
|
7,772
|
Fair Value
|
Weighted-Average
Useful Life (in Years)
|
|||||||
Developed technology
|
$
|
10,400
|
7
|
|||||
Customer relationships
|
6,800
|
10
|
||||||
Content
|
4,400
|
10
|
||||||
Trademarks
|
2,900
|
10
|
||||||
Total
|
$
|
24,500
|
For the Years Ended April 30,
|
||||||||||||
|
2021
|
2020
|
2019
|
|||||||||
Weighted average shares outstanding
|
55,931
|
56,224
|
57,240
|
|||||||||
Less: Unvested restricted shares
|
(1
|
)
|
(15
|
)
|
(48
|
)
|
||||||
Shares used for basic earnings (loss) per share
|
55,930
|
56,209
|
57,192
|
|||||||||
Dilutive effect of unvested restricted stock units and other stock awards
|
531
|
—
|
648
|
|||||||||
Shares used for diluted earnings (loss) per share
|
56,461
|
56,209
|
57,840
|
|||||||||
Antidilutive options to purchase Class A common shares, restricted shares, warrants to purchase Class A common shares and contingently issuable restricted stock which are excluded from the table above
|
982
|
1,677
|
958
|
|
Foreign
Currency
Translation
|
Unamortized
Retirement
Costs
|
Interest
Rate Swaps
|
Total
|
||||||||||||
Balance at April 30, 2018
|
$
|
(251,573
|
)
|
$
|
(191,026
|
)
|
$
|
3,019
|
$
|
(439,580
|
)
|
|||||
Other comprehensive (loss) income before reclassifications
|
(60,534
|
)
|
(9,422
|
)
|
1,121
|
(68,835
|
)
|
|||||||||
Amounts reclassified from Accumulated other comprehensive loss
|
—
|
4,391
|
(4,714
|
)
|
(323
|
)
|
||||||||||
Total other comprehensive loss
|
(60,534
|
)
|
(5,031
|
)
|
(3,593
|
)
|
(69,158
|
)
|
||||||||
Balance at April 30, 2019
|
$
|
(312,107
|
)
|
$
|
(196,057
|
)
|
$
|
(574
|
)
|
$
|
(508,738
|
)
|
||||
Other comprehensive loss before reclassifications
|
(28,596
|
)
|
(36,965
|
)
|
(5,988
|
)
|
(71,549
|
)
|
||||||||
Amounts reclassified from Accumulated other comprehensive loss
|
—
|
5,102
|
(312
|
)
|
4,790
|
|||||||||||
Total other comprehensive loss
|
(28,596
|
)
|
(31,863
|
)
|
(6,300
|
)
|
(66,759
|
)
|
||||||||
Balance at April 30, 2020
|
$
|
(340,703
|
)
|
$
|
(227,920
|
)
|
$
|
(6,874
|
)
|
$
|
(575,497
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
82,762
|
(6,273
|
)
|
(639
|
)
|
75,850
|
||||||||||
Amounts reclassified from Accumulated other comprehensive loss
|
—
|
6,047
|
2,810
|
8,857
|
||||||||||||
Total other comprehensive income (loss)
|
82,762
|
(226
|
)
|
2,171
|
84,707
|
|||||||||||
Balance at April 30, 2021
|
$
|
(257,941
|
)
|
$
|
(228,146
|
)
|
$
|
(4,703
|
)
|
$
|
(490,790
|
)
|
For the Years Ended April 30,
|
||||||||||||
|
2021
|
2020
|
Total Charges Incurred to Date
|
|||||||||
Charges by Segment:
|
||||||||||||
Research Publishing & Platforms
|
$
|
99
|
$
|
3,546
|
$
|
3,645
|
||||||
Academic & Professional Learning
|
3,229
|
10,475
|
13,704
|
|||||||||
Education Services
|
531
|
3,774
|
4,305
|
|||||||||
Corporate Expenses
|
29,590
|
15,018
|
44,608
|
|||||||||
Total Restructuring and Related Charges
|
$
|
33,449
|
$
|
32,813
|
$
|
66,262
|
||||||
Charges (Credits) by Activity:
|
||||||||||||
Severance and termination benefits
|
$
|
11,531
|
$
|
26,864
|
$
|
38,395
|
||||||
Impairment of operating lease ROU assets and property and equipment
|
14,918
|
161
|
15,079
|
|||||||||
Acceleration of expense related to operating lease ROU assets and property and equipment
|
3,378
|
—
|
3,378
|
|||||||||
Facility related charges
|
3,684
|
3,986
|
7,670
|
|||||||||
Other activities
|
(62
|
)
|
1,802
|
1,740
|
||||||||
Total Restructuring and Related Charges
|
$
|
33,449
|
$
|
32,813
|
$
|
66,262
|
•
|
impairment charges of $14.9 million recorded in our corporate category, which included the impairment of operating lease ROU assets of $10.6 million related to certain leases that will be subleased, and the related property and equipment of $4.3 million described further below, and
|
•
|
acceleration of expense of $3.4 million, which included the acceleration of rent expense associated with operating lease ROU assets of $2.9 million related to certain leases that will be abandoned or terminated and the related depreciation and amortization of property and equipment of $0.5 million.
|
|
April 30, 2020
|
Charges (Credits)
|
Payments
|
Foreign
Translation &
Other
Adjustments
|
April 30, 2021
|
|||||||||||||||
Severance and termination benefits
|
$
|
17,632
|
$
|
11,531
|
$
|
(18,310
|
)
|
$
|
612
|
$
|
11,465
|
|||||||||
Other activities
|
430
|
(264
|
)
|
(262
|
)
|
96
|
—
|
|||||||||||||
Total
|
$
|
18,062
|
$
|
11,267
|
$
|
(18,572
|
)
|
$
|
708
|
$
|
11,465
|
For the Years Ended April 30,
|
||||||||||||||||
|
2021
|
2020
|
2019
|
Total Charges
Incurred to Date
|
||||||||||||
(Credits) Charges by Segment:
|
||||||||||||||||
Research Publishing & Platforms
|
$
|
(135
|
)
|
$
|
340
|
$
|
1,131
|
$
|
26,749
|
|||||||
Academic & Professional Learning
|
274
|
(5
|
)
|
1,139
|
43,108
|
|||||||||||
Education Services
|
—
|
(103
|
)
|
389
|
3,764
|
|||||||||||
Corporate Expenses
|
(278
|
)
|
(438
|
)
|
459
|
95,662
|
||||||||||
Total Restructuring and Related (Credits) Charges
|
$
|
(139
|
)
|
$
|
(206
|
)
|
$
|
3,118
|
$
|
169,283
|
||||||
(Credits) Charges by Activity:
|
||||||||||||||||
Severance and termination benefits
|
$
|
(139
|
)
|
$
|
(250
|
)
|
$
|
1,456
|
$
|
115,870
|
||||||
Consulting and contract termination costs
|
—
|
(171
|
)
|
526
|
20,984
|
|||||||||||
Other activities
|
—
|
215
|
1,136
|
32,429
|
||||||||||||
Total Restructuring and Related (Credits) Charges
|
$
|
(139
|
)
|
$
|
(206
|
)
|
$
|
3,118
|
$
|
169,283
|
|
April 30, 2020
|
(Credits)
|
Payments
|
Foreign
Translation &
Other Adjustments
|
April 30, 2021
|
|||||||||||||||
Severance and termination benefits
|
$
|
1,360
|
$
|
(139
|
)
|
$
|
(888
|
)
|
$
|
69
|
$
|
402
|
||||||||
Other activities
|
230
|
—
|
(207
|
)
|
239
|
262
|
||||||||||||||
Total
|
$
|
1,590
|
$
|
(139
|
)
|
$
|
(1,095
|
)
|
$
|
308
|
$
|
664
|
|
2021
|
2020
|
||||||
Finished goods
|
$
|
31,704
|
$
|
36,014
|
||||
Work-in-process
|
2,060
|
1,398
|
||||||
Paper and other materials
|
331
|
331
|
||||||
Total inventories before estimated sales returns and LIFO reserve
|
34,095
|
37,743
|
||||||
Inventory value of estimated sales returns
|
10,886
|
8,686
|
||||||
LIFO reserve
|
(2,443
|
)
|
(2,815
|
)
|
||||
Inventories, net
|
$
|
42,538
|
$
|
43,614
|
|
2021
|
2020
|
||||||
Book composition costs
|
$
|
20,474
|
$
|
18,744
|
||||
Software costs
|
23,262
|
28,995
|
||||||
Content development costs
|
5,781
|
5,904
|
||||||
Product development assets, net
|
$
|
49,517
|
$
|
53,643
|
|
2021
|
2020
|
||||||
Capitalized software
|
$
|
536,878
|
$
|
471,844
|
||||
Computer hardware
|
50,714
|
46,640
|
||||||
Buildings and leasehold improvements
|
99,636
|
99,230
|
||||||
Furniture, fixtures, and warehouse equipment
|
42,674
|
44,104
|
||||||
Land and land improvements
|
3,656
|
3,298
|
||||||
Technology, property and equipment, gross
|
733,558
|
665,116
|
||||||
Accumulated depreciation and amortization
|
(451,288
|
)
|
(367,111
|
)
|
||||
Technology, property and equipment, net
|
$
|
282,270
|
$
|
298,005
|
For the Years Ended April 30,
|
||||||||||||
|
2021
|
2020
|
2019
|
|||||||||
Capitalized software amortization expense
|
$
|
69,184
|
$
|
55,685
|
$
|
50,095
|
||||||
Depreciation and amortization expense, excluding capitalized software
|
21,955
|
21,031
|
19,323
|
|||||||||
Total depreciation and amortization expense for technology, property and equipment
|
$
|
91,139
|
$
|
76,716
|
$
|
69,418
|
|
2020 (1)
|
Acquisitions (2)
|
Foreign
Translation
Adjustment
|
2021
|
||||||||||||
Research Publishing & Platforms
|
$
|
448,130
|
$
|
136,789
|
$
|
34,284
|
$
|
619,203
|
||||||||
Academic & Professional Learning
|
501,091
|
—
|
11,421
|
512,512
|
||||||||||||
Education Services
|
167,569
|
—
|
5,056
|
172,625
|
||||||||||||
Total
|
$
|
1,116,790
|
$
|
136,789
|
$
|
50,761
|
$
|
1,304,340
|
(1) |
The Education Services goodwill balance as of April 30, 2020 includes a cumulative pretax noncash goodwill impairment of $110.0 million.
|
(2) |
Refer to Note 4, “Acquisitions,” for more information related to the acquisitions that occurred in the year ended April 30, 2021.
|
|
2021
|
2020
|
||||||||||||||||||||||||||
Cost
|
Accumulated
Amortization
|
Net
|
Cost
|
Accumulated
Amortization
|
Accumulated
Impairment
|
Net
|
||||||||||||||||||||||
Intangible assets with definite lives, net
|
||||||||||||||||||||||||||||
Content and publishing rights
|
$
|
1,062,072
|
$
|
(497,843
|
)
|
$
|
564,229
|
$
|
806,862
|
$
|
(444,756
|
)
|
$
|
—
|
$
|
362,106
|
||||||||||||
Customer relationships
|
384,462
|
(117,985
|
)
|
266,477
|
377,652
|
(87,234
|
)
|
—
|
290,418
|
|||||||||||||||||||
Developed technology (1)
|
42,785
|
(7,824
|
)
|
34,961
|
19,225
|
(3,273
|
)
|
(2,841
|
)
|
13,111
|
||||||||||||||||||
Brands and trademarks
|
45,630
|
(26,094
|
)
|
19,536
|
42,877
|
(22,689
|
)
|
—
|
20,188
|
|||||||||||||||||||
Covenants not to compete
|
1,250
|
(1,192
|
)
|
58
|
1,675
|
(1,429
|
)
|
—
|
246
|
|||||||||||||||||||
Total (2)
|
1,536,199
|
(650,938
|
)
|
885,261
|
1,248,291
|
(559,381
|
)
|
(2,841
|
)
|
686,069
|
||||||||||||||||||
Intangible assets with indefinite lives
|
||||||||||||||||||||||||||||
Brands and trademarks (1)
|
37,000
|
—
|
37,000
|
130,107
|
—
|
(93,107
|
)
|
37,000
|
||||||||||||||||||||
Publishing rights
|
93,041
|
—
|
93,041
|
84,336
|
—
|
—
|
84,336
|
|||||||||||||||||||||
Total
|
130,041
|
—
|
130,041
|
214,443
|
—
|
(93,107
|
)
|
121,336
|
||||||||||||||||||||
Total intangible assets, net
|
$
|
1,666,240
|
$
|
(650,938
|
)
|
$
|
1,015,302
|
$
|
1,462,734
|
$
|
(559,381
|
)
|
$
|
(95,948
|
)
|
$
|
807,405
|
(1) |
The developed technology balance as of April 30, 2021 is presented net of accumulated impairments and write-offs of $2.8 million. The indefinite-lived brands and trademarks cost balance as of April 30, 2021 is net of accumulated impairments of $93.1 million.
|
(2) |
Refer to Note 4, “Acquisitions,” for more information related to the acquisitions that occurred in 2021 and 2020.
|
Fiscal Year
|
Amount
|
|||
2022
|
$
|
82,401
|
||
2023
|
76,125
|
|||
2024
|
71,367
|
|||
2025
|
65,764
|
|||
2026
|
63,410
|
|||
Thereafter
|
526,194
|
|||
Total
|
$
|
885,261
|
|
2021
|
2020
|
||||||
Operating lease ROU assets
|
$
|
121,430
|
$
|
142,716
|
||||
Short-term portion of operating lease liabilities
|
22,440
|
21,810
|
||||||
Operating lease liabilities, non-current
|
$
|
145,832
|
$
|
159,782
|
For the Years Ended April 30,
|
||||||||
|
2021
|
2020
|
||||||
Operating lease cost
|
$
|
24,862
|
$
|
26,027
|
||||
Variable lease cost
|
2,135
|
3,856
|
||||||
Short-term lease cost
|
248
|
86
|
||||||
Sublease income
|
(722
|
)
|
(691
|
)
|
||||
Total net lease cost (1)
|
$
|
26,523
|
$
|
29,278
|
(1) |
Total net lease cost does not include those costs included in Restructuring and related charges on our Consolidated Statements of Income (Loss). See Note 7, “Restructuring and Related Charges” for more information on these programs.
|
Fiscal Year
|
Operating Lease
Liabilities
|
|||
2022
|
$
|
30,674
|
||
2023
|
26,905
|
|||
2024
|
24,799
|
|||
2025
|
23,235
|
|||
2026
|
20,584
|
|||
Thereafter
|
95,000
|
|||
Total future undiscounted minimum lease payments
|
221,197
|
|||
Less: Imputed interest
|
52,925
|
|||
Present value of minimum lease payments
|
168,272
|
|||
Less: Current portion
|
22,440
|
|||
Noncurrent portion
|
$
|
145,832
|
|
2019
|
|||
Minimum rental
|
$
|
29,066
|
||
Less: sublease rentals
|
(719
|
)
|
||
Total
|
$
|
28,347
|
For the Years Ended April 30,
|
||||||||||||
|
2021
|
2020
|
2019
|
|||||||||
Current Provision
|
||||||||||||
US – Federal
|
$
|
(6,631
|
)
|
$
|
1,145
|
$
|
2,384
|
|||||
International
|
43,269
|
37,494
|
52,518
|
|||||||||
State and local
|
1,359
|
172
|
2,536
|
|||||||||
Total current provision
|
$
|
37,997
|
$
|
38,811
|
$
|
57,438
|
||||||
Deferred (benefit) provision
|
||||||||||||
US – Federal
|
$
|
(11,996
|
)
|
$
|
(8,476
|
)
|
$
|
335
|
||||
International
|
1,175
|
(15,022
|
)
|
(7,630
|
)
|
|||||||
State and local
|
480
|
(4,118
|
)
|
(5,454
|
)
|
|||||||
Total deferred (benefit)
|
$
|
(10,341
|
)
|
$
|
(27,616
|
)
|
$
|
(12,749
|
)
|
|||
Total provision
|
$
|
27,656
|
$
|
11,195
|
$
|
44,689
|
For the Years Ended April 30,
|
||||||||||||
|
2021
|
2020
|
2019
|
|||||||||
International
|
$
|
202,490
|
$
|
104,185
|
$
|
204,326
|
||||||
United States
|
(26,578
|
)
|
(167,277
|
)
|
8,626
|
|||||||
Total
|
$
|
175,912
|
$
|
(63,092
|
)
|
$
|
212,952
|
For the Years Ended April 30,
|
||||||||||||
|
2021
|
2020
|
2019
|
|||||||||
US federal statutory rate
|
21.0
|
%
|
21.0
|
%
|
21.0
|
%
|
||||||
Cost of higher taxes on non-US income
|
1.1
|
4.8
|
0.9
|
|||||||||
State income taxes, net of US federal tax benefit
|
0.8
|
3.3
|
(1.3
|
)
|
||||||||
US NOL carryback under CARES Act
|
(8.0
|
)
|
—
|
—
|
||||||||
Deferred tax (benefit) from US Tax Act
|
—
|
—
|
0.1
|
|||||||||
Tax credits and related benefits
|
(0.5
|
)
|
(1.1
|
)
|
(0.8
|
)
|
||||||
Impairment of goodwill and intangibles
|
—
|
(42.3
|
)
|
—
|
||||||||
Other
|
1.3
|
(3.4
|
)
|
1.1
|
||||||||
Effective income tax rate
|
15.7
|
%
|
(17.7
|
)%
|
21.0
|
%
|
|
2021
|
2020
|
||||||
Balance at May 1
|
$
|
6,194
|
$
|
7,659
|
||||
Additions for current year tax positions
|
3,626
|
694
|
||||||
Additions for prior year tax positions
|
511
|
—
|
||||||
Reductions for prior year tax positions
|
(163
|
)
|
(655
|
)
|
||||
Foreign translation adjustment
|
57
|
(15
|
)
|
|||||
Payments and settlements
|
(215
|
)
|
(56
|
)
|
||||
Reductions for lapse of statute of limitations
|
(866
|
)
|
(1,433
|
)
|
||||
Balance at April 30
|
$
|
9,144
|
$
|
6,194
|
|
2021
|
2020
|
||||||
Net operating losses
|
$
|
19,433
|
$
|
17,966
|
||||
Reserve for sales returns and doubtful accounts
|
3,838
|
2,638
|
||||||
Accrued employee compensation
|
32,835
|
20,114
|
||||||
Foreign and federal credits
|
5,129
|
31,487
|
||||||
Other accrued expenses
|
16,092
|
11,827
|
||||||
Retirement and post-employment benefits
|
30,039
|
37,927
|
||||||
Total gross deferred tax assets
|
$
|
107,366
|
$
|
121,959
|
||||
Less valuation allowance
|
(4,855
|
)
|
(23,287
|
)
|
||||
Total deferred tax assets
|
$
|
102,511
|
$
|
98,672
|
||||
Prepaid expenses and other current assets
|
$
|
(459
|
)
|
$
|
(1,142
|
)
|
||
Unremitted foreign earnings
|
(2,485
|
)
|
(1,985
|
)
|
||||
Intangible and fixed assets
|
(260,559
|
)
|
(205,882
|
)
|
||||
Total deferred tax liabilities
|
$
|
(263,503
|
)
|
$
|
(209,009
|
)
|
||
Net deferred tax liabilities
|
$
|
(160,992
|
)
|
$
|
(110,337
|
)
|
||
Reported As
|
||||||||
Deferred tax assets
|
$
|
11,911
|
$
|
8,790
|
||||
Deferred tax liabilities
|
(172,903
|
)
|
(119,127
|
)
|
||||
Net Deferred Tax Liabilities
|
$
|
(160,992
|
)
|
$
|
(110,337
|
)
|
|
2021
|
2020
|
||||||
Short-term portion of long-term debt (1)
|
$
|
12,500
|
$
|
9,375
|
||||
Term loan A - Amended and Restated RCA (2)
|
222,928
|
235,263
|
||||||
Revolving credit facility - Amended and Restated RCA
|
586,160
|
530,387
|
||||||
Total long-term debt, less current portion
|
809,088
|
765,650
|
||||||
Total debt
|
$
|
821,588
|
$
|
775,025
|
(1) |
Relates to our term loan A under the Amended and Restated RCA.
|
(2) |
Amounts are shown net of unamortized issuance costs of $0.5 million as of April 30, 2021 and $0.7 million as of April 30, 2020.
|
Fiscal Year
|
Amount
|
|||
2022
|
$
|
12,500
|
||
2023
|
18,750
|
|||
2024
|
204,688
|
|||
2025
|
586,160
|
|||
Total
|
$
|
822,098
|
|
Notional Amount
|
||||||||||||||
As of April 30,
|
|||||||||||||||
Hedged Item
|
Date entered into
|
Nature of Swap
|
2021
|
2020
|
Fixed Interest Rate
|
Variable Interest Rate
|
|||||||||
Amended and Restated RCA
|
April 12, 2021
|
Pay fixed/receive variable
|
$
|
100
|
$
|
—
|
0.500
|
%
|
1-month LIBOR reset every month for a 3-year period ending April 15, 2024
|
||||||
Amended and Restated RCA
|
February 26, 2020
|
Pay fixed/receive variable
|
100
|
100
|
1.150
|
%
|
1-month LIBOR reset every month for a 3-year period ending March 15, 2023
|
||||||||
Amended and Restated RCA
|
August 7, 2019
|
Pay fixed/receive variable
|
100
|
100
|
1.400
|
%
|
1-month LIBOR reset every month for a 3-year period ending August 15, 2022
|
||||||||
Amended and Restated RCA
|
June 24, 2019
|
Pay fixed/receive variable
|
100
|
100
|
1.650
|
%
|
1-month LIBOR reset every month for a 3-year period ending July 15, 2022
|
||||||||
$
|
400
|
$
|
300
|
•
|
Retirement Plan for the Employees of John Wiley & Sons, Canada was frozen effective December 31, 2015;
|
•
|
Retirement Plan for the Employees of John Wiley & Sons, Ltd., a UK plan was frozen effective April 30, 2015 and;
|
•
|
U.S. Employees’ Retirement Plan, Supplemental Benefit Plan, and Supplemental Executive Retirement Plan, were frozen effective June 30, 2013.
|
For the Years Ended April 30,
|
||||||||||||||||||||||||
|
2021
|
2020
|
2019
|
|||||||||||||||||||||
US
|
Non-US
|
US
|
Non-US
|
US
|
Non-US
|
|||||||||||||||||||
Service cost
|
$
|
—
|
$
|
1,396
|
$
|
—
|
$
|
1,851
|
$
|
—
|
$
|
912
|
||||||||||||
Interest cost
|
9,504
|
8,901
|
11,247
|
12,652
|
11,704
|
12,943
|
||||||||||||||||||
Expected return on plan assets
|
(11,969
|
)
|
(26,971
|
)
|
(14,038
|
)
|
(26,116
|
)
|
(13,472
|
)
|
(25,551
|
)
|
||||||||||||
Amortization of prior service cost
|
(154
|
)
|
58
|
(154
|
)
|
73
|
(154
|
)
|
57
|
|||||||||||||||
Amortization of net actuarial loss
|
3,501
|
4,516
|
2,403
|
3,993
|
2,035
|
3,746
|
||||||||||||||||||
Curtailment/settlement loss
|
—
|
—
|
—
|
291
|
—
|
—
|
||||||||||||||||||
Net pension expense (income)
|
$
|
882
|
$
|
(12,100
|
)
|
$
|
(542
|
)
|
$
|
(7,256
|
)
|
$
|
113
|
$
|
(7,893
|
)
|
||||||||
Discount rate
|
3.1
|
%
|
1.6
|
%
|
4.1
|
%
|
2.4
|
%
|
4.3
|
%
|
2.6
|
%
|
||||||||||||
Rate of compensation increase
|
N/A
|
3.0
|
%
|
N/A
|
3.0
|
%
|
N/A
|
3.0
|
%
|
|||||||||||||||
Expected return on plan assets
|
5.8
|
%
|
5.7
|
%
|
6.8
|
%
|
6.5
|
%
|
6.8
|
%
|
6.5
|
%
|
● |
Level 1: Unadjusted quoted prices in active markets for identical assets.
|
● |
Level 2: Observable inputs other than those included in Level 1. For example, quoted prices for similar assets in active markets or quoted prices for identical assets in inactive markets.
|
● |
Level 3: Unobservable inputs reflecting assumptions about the inputs used in pricing the asset.
|
|
2021
|
2020
|
||||||||||||||||||||||
Level 1
|
Level 2
|
Total
|
Level 1
|
Level 2
|
Total
|
|||||||||||||||||||
US Plan Assets
|
||||||||||||||||||||||||
Investments measured at NAV:
|
||||||||||||||||||||||||
Global equity securities: Limited partnership
|
$
|
121,569
|
$
|
110,965
|
||||||||||||||||||||
Fixed income securities: Commingled trust funds
|
115,560
|
102,981
|
||||||||||||||||||||||
Total assets at NAV
|
$
|
237,129
|
$
|
213,946
|
||||||||||||||||||||
Non-US Plan Assets
|
||||||||||||||||||||||||
Equity securities:
|
||||||||||||||||||||||||
US equities
|
$
|
—
|
$
|
51,882
|
$
|
51,882
|
$
|
—
|
$
|
36,842
|
$
|
36,842
|
||||||||||||
Non-US equities
|
—
|
124,496
|
124,496
|
—
|
103,460
|
103,460
|
||||||||||||||||||
Balanced managed funds
|
—
|
103,717
|
103,717
|
—
|
44,989
|
44,989
|
||||||||||||||||||
Fixed income securities: Commingled funds
|
1,444
|
236,583
|
238,027
|
3,431
|
254,134
|
257,565
|
||||||||||||||||||
Other:
|
||||||||||||||||||||||||
Real estate/other
|
—
|
543
|
543
|
—
|
490
|
490
|
||||||||||||||||||
Cash and cash equivalents
|
5,221
|
—
|
5,221
|
2,134
|
—
|
2,134
|
||||||||||||||||||
Total Non-US plan assets
|
$
|
6,665
|
$
|
517,221
|
$
|
523,886
|
$
|
5,565
|
$
|
439,915
|
$
|
445,480
|
||||||||||||
Total plan assets
|
$
|
6,665
|
$
|
517,221
|
$
|
761,015
|
$
|
5,565
|
$
|
439,915
|
$
|
659,426
|
Fiscal Year
|
US
|
Non-US
|
Total
|
||||||
2022
|
$
|
15,305
|
$
|
12,211
|
$
|
27,516
|
|||
2023
|
15,446
|
11,769
|
27,215
|
||||||
2024
|
15,593
|
12,606
|
28,199
|
||||||
2025
|
15,024
|
14,817
|
29,841
|
||||||
2026
|
15,064
|
14,004
|
29,068
|
||||||
2027 – 2031
|
75,870
|
83,009
|
158,879
|
||||||
Total
|
$
|
152,302
|
$
|
148,416
|
$
|
300,718
|
|
2021
|
2020
|
2019
|
|||||||||||||||||||||||||||||
Number
of Options
(in 000’s)
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Term
(in years)
|
Aggregate
Intrinsic
Value
(in millions)
|
Number
of Options
(in 000’s)
|
Weighted
Average
Exercise
Price
|
Number
of Options
(in 000’s)
|
Weighted
Average
Exercise
Price
|
|||||||||||||||||||||||||
Outstanding at beginning of year
|
286
|
$
|
50.14
|
372
|
$
|
49.70
|
611
|
$
|
48.88
|
|||||||||||||||||||||||
Granted
|
—
|
$
|
—
|
—
|
$
|
—
|
—
|
$
|
—
|
|||||||||||||||||||||||
Exercised
|
(60
|
)
|
$
|
43.91
|
(34
|
)
|
$
|
38.32
|
(229
|
)
|
$
|
47.21
|
||||||||||||||||||||
Expired or forfeited
|
(85
|
)
|
$
|
52.78
|
(52
|
)
|
$
|
54.57
|
(10
|
)
|
$
|
56.97
|
||||||||||||||||||||
Outstanding at end of year
|
141
|
$
|
51.17
|
2.6
|
$
|
0.9
|
286
|
$
|
50.14
|
372
|
$
|
49.70
|
||||||||||||||||||||
Exercisable at end of year
|
141
|
$
|
51.17
|
2.6
|
$
|
0.9
|
286
|
$
|
50.14
|
372
|
$
|
49.70
|
||||||||||||||||||||
Vested and expected to vest in the future at April 30
|
141
|
$
|
51.17
|
2.6
|
$
|
0.9
|
286
|
$
|
50.14
|
372
|
$
|
49.70
|
|
Options Outstanding
|
Options Exercisable
|
||||||||||
Range of Exercise Prices
|
Number
of Options
(in 000’s)
|
Weighted Average
Remaining
Term
(in years)
|
Weighted
Average
Exercise
Price
|
Number
of Options
(in 000’s)
|
Weighted
Average
Exercise
Price
|
|||||||
$39.53
|
34
|
2.0
|
$
|
39.53
|
34
|
$
|
39.53
|
|||||
$48.06 to $49.55
|
32
|
1.1
|
$
|
48.22
|
32
|
$
|
48.22
|
|||||
$55.99 to $59.70
|
75
|
3.6
|
$
|
57.76
|
75
|
$
|
57.76
|
|||||
Total/average
|
141
|
2.6
|
$
|
51.17
|
141
|
$
|
51.17
|
|
2021
|
2020
|
2019
|
|||||||||||||
Restricted
Shares
|
Weighted
Average
Grant Date
Value
|
Restricted
Shares
|
Restricted
Shares
|
|||||||||||||
Nonvested shares at beginning of year
|
943
|
$
|
49.74
|
756
|
861
|
|||||||||||
Granted
|
706
|
$
|
41.49
|
759
|
415
|
|||||||||||
Change in shares due to performance
|
118
|
$
|
49.84
|
(70
|
)
|
(19
|
)
|
|||||||||
Vested and issued
|
(362
|
)
|
$
|
48.48
|
(329
|
)
|
(357
|
)
|
||||||||
Forfeited
|
(125
|
)
|
$
|
47.88
|
(173
|
)
|
(144
|
)
|
||||||||
Nonvested shares at end of year
|
1,280
|
$
|
45.73
|
943
|
756
|
|
2021
|
2020
|
2019
|
|||||||||
Shares repurchased – Class A
|
308
|
1,080
|
1,191
|
|||||||||
Shares repurchased – Class B
|
2
|
2
|
—
|
|||||||||
Average price – Class A and Class B
|
$
|
50.93
|
$
|
43.05
|
$
|
50.35
|
Date of Declaration by Board of Directors
|
Quarterly Cash Dividend
|
Total Dividend
|
Class of Common Stock
|
Dividend Paid Date
|
Shareholders of Record as of Date
|
June 25, 2020
|
$0.3425 per common share
|
$19.2 million
|
Class A and
Class B
|
July 22, 2020
|
July 7, 2020
|
September 23, 2020
|
$0.3425 per common share
|
$19.2 million
|
Class A and
Class B
|
October 21, 2020
|
October 6, 2020
|
December 16, 2020
|
$0.3425 per common share
|
$19.2 million
|
Class A and
Class B
|
January 13, 2021
|
December 30, 2020
|
March 24, 2021
|
$0.3425 per common share
|
$19.1 million
|
Class A and
Class B
|
April 21, 2021
|
April 6, 2021
|
Changes in Common Stock A:
|
2021
|
2020
|
2019
|
|||||||||
Number of shares, beginning of year
|
70,166
|
70,127
|
70,111
|
|||||||||
Common stock class conversions
|
42
|
39
|
16
|
|||||||||
Number of shares issued, end of year
|
70,208
|
70,166
|
70,127
|
|||||||||
Changes in Common Stock A in treasury:
|
||||||||||||
Number of shares held, beginning of year
|
23,405
|
22,634
|
21,853
|
|||||||||
Purchase of treasury shares
|
308
|
1,080
|
1,192
|
|||||||||
Restricted shares issued under stock-based compensation plans - non-PSU Awards
|
(268
|
)
|
(232
|
)
|
(205
|
)
|
||||||
Restricted shares issued under stock-based compensation plans - PSU Awards
|
(88
|
)
|
(68
|
)
|
(110
|
)
|
||||||
Shares issued under the Director Plan to Directors
|
(6
|
)
|
(97
|
)
|
(5
|
)
|
||||||
Restricted shares, forfeited
|
—
|
1
|
9
|
|||||||||
Restricted shares issued from exercise of stock options
|
(60
|
)
|
(34
|
)
|
(229
|
)
|
||||||
Shares withheld for taxes
|
129
|
122
|
130
|
|||||||||
Other
|
(1
|
)
|
(1
|
)
|
(1
|
)
|
||||||
Number of shares held, end of year
|
23,419
|
23,405
|
22,634
|
|||||||||
Number of Common Stock A outstanding, end of year
|
46,789
|
46,761
|
47,493
|
Changes in Common Stock B:
|
2021
|
2020
|
2019
|
|||||||||
Number of shares, beginning of year
|
13,016
|
13,055
|
13,071
|
|||||||||
Common stock class conversions
|
(42
|
)
|
(39
|
)
|
(16
|
)
|
||||||
Number of shares issued, end of year
|
12,974
|
13,016
|
13,055
|
|||||||||
Changes in Common Stock B in treasury:
|
||||||||||||
Number of shares held, beginning of year
|
3,920
|
3,918
|
3,918
|
|||||||||
Shares repurchased
|
2
|
2
|
—
|
|||||||||
Number of shares held, end of year
|
3,922
|
3,920
|
3,918
|
|||||||||
Number of Common Stock B outstanding, end of year
|
9,052
|
9,096
|
9,137
|
• |
Research Publishing & Platforms
|
• |
Academic & Professional Learning
|
• |
Education Services
|
|
For the Years Ended April 30,
|
|||||||||||
2021
|
2020
|
2019
|
||||||||||
Revenue:
|
||||||||||||
Research Publishing & Platforms
|
$
|
1,015,349
|
$
|
948,839
|
$
|
939,217
|
||||||
Academic & Professional Learning
|
644,537
|
650,789
|
703,303
|
|||||||||
Education Services
|
281,615
|
231,855
|
157,549
|
|||||||||
Total revenue
|
$
|
1,941,501
|
$
|
1,831,483
|
$
|
1,800,069
|
||||||
Adjusted Contribution to Profit:
|
||||||||||||
Research Publishing & Platforms
|
$
|
273,023
|
$
|
265,353
|
$
|
260,885
|
||||||
Academic & Professional Learning
|
91,676
|
84,646
|
147,404
|
|||||||||
Education Services
|
21,175
|
(3,844
|
)
|
(12,883
|
)
|
|||||||
Total adjusted contribution to profit
|
$
|
385,874
|
$
|
346,155
|
$
|
395,406
|
||||||
Adjusted corporate contribution to profit
|
(167,053
|
)
|
(165,487
|
)
|
(168,299
|
)
|
||||||
Total adjusted contribution to profit
|
$
|
218,821
|
$
|
180,668
|
$
|
227,107
|
||||||
Depreciation and Amortization:
|
||||||||||||
Research Publishing & Platforms
|
$
|
83,866
|
$
|
69,495
|
$
|
60,889
|
||||||
Academic & Professional Learning
|
71,997
|
69,807
|
68,126
|
|||||||||
Education Services
|
29,654
|
24,131
|
18,117
|
|||||||||
Total depreciation and amortization
|
$
|
185,517
|
$
|
163,433
|
$
|
147,132
|
||||||
Corporate depreciation and amortization
|
14,672
|
11,694
|
14,023
|
|||||||||
Total depreciation and amortization
|
$
|
200,189
|
$
|
175,127
|
$
|
161,155
|
|
For the Years Ended April 30,
|
|||||||||||
2021
|
2020
|
2019
|
||||||||||
US GAAP Operating Income (Loss)
|
$
|
185,511
|
$
|
(54,287
|
)
|
$
|
223,989
|
|||||
Adjustments:
|
||||||||||||
Restructuring and related charges (1)
|
33,310
|
32,607
|
3,118
|
|||||||||
Impairment of goodwill (1)
|
—
|
110,000
|
—
|
|||||||||
Impairment of Blackwell trade name (1)
|
—
|
89,507
|
—
|
|||||||||
Impairment of developed technology intangible (1)
|
—
|
2,841
|
—
|
|||||||||
Non-GAAP Adjusted Contribution to Profit
|
$
|
218,821
|
$
|
180,668
|
$
|
227,107
|
(1) |
See Note 7, “Restructuring and Related Charges” and Note 11, “Goodwill and Intangible Assets” for these charges by segment.
|
|
2021
|
2020
|
2019
|
|||||||||
Research Publishing & Platforms
|
$
|
1,692,366
|
$
|
1,225,313
|
$
|
1,172,145
|
||||||
Academic & Professional Learning
|
946,760
|
924,924
|
959,601
|
|||||||||
Education Services
|
472,814
|
486,316
|
440,516
|
|||||||||
Corporate
|
334,499
|
532,241
|
376,504
|
|||||||||
Total
|
$
|
3,446,439
|
$
|
3,168,794
|
$
|
2,948,766
|
For the Years Ended April 30,
|
||||||||||||
2021
|
2020
|
2019
|
||||||||||
Research Publishing & Platforms
|
$
|
(24,284
|
)
|
$
|
(16,329
|
)
|
$
|
(12,928
|
)
|
|||
Academic & Professional Learning
|
(41,897
|
)
|
(38,229
|
)
|
(32,337
|
)
|
||||||
Education Services
|
(3,449
|
)
|
(613
|
)
|
(3,160
|
)
|
||||||
Corporate
|
(33,731
|
)
|
(60,030
|
)
|
(53,168
|
)
|
||||||
Total
|
$
|
(103,361
|
)
|
$
|
(115,201
|
)
|
$
|
(101,593
|
)
|
|
Revenue, net
|
Technology, Property and Equipment, Net
|
||||||||||||||||||||||
2021
|
2020
|
2019
|
2021
|
2020
|
2019
|
|||||||||||||||||||
United States
|
$
|
990,499
|
$
|
944,075
|
$
|
932,927
|
$
|
241,217
|
$
|
261,296
|
$
|
252,459
|
||||||||||||
United Kingdom
|
145,806
|
174,567
|
150,242
|
19,436
|
18,076
|
18,331
|
||||||||||||||||||
China
|
92,305
|
58,870
|
55,024
|
567
|
492
|
688
|
||||||||||||||||||
Japan
|
91,957
|
75,104
|
77,145
|
234
|
112
|
87
|
||||||||||||||||||
Germany
|
78,035
|
113,664
|
97,505
|
8,459
|
8,059
|
8,423
|
||||||||||||||||||
Canada
|
67,635
|
56,370
|
50,882
|
1,067
|
1,734
|
2,659
|
||||||||||||||||||
Australia
|
57,569
|
73,718
|
77,453
|
890
|
1,051
|
1,440
|
||||||||||||||||||
France
|
45,681
|
45,033
|
51,441
|
4,329
|
1,358
|
403
|
||||||||||||||||||
Scandinavia
|
39,836
|
29,682
|
30,971
|
112
|
223
|
229
|
||||||||||||||||||
Other Countries
|
332,178
|
260,400
|
276,479
|
5,959
|
5,604
|
4,302
|
||||||||||||||||||
Total
|
$
|
1,941,501
|
$
|
1,831,483
|
$
|
1,800,069
|
$
|
282,270
|
$
|
298,005
|
$
|
289,021
|
Amounts in millions, except per share data
|
2021
|
2020
|
||||||
Revenue, net
|
||||||||
First quarter
|
$
|
431.3
|
$
|
423.5
|
||||
Second quarter
|
491.0
|
466.2
|
||||||
Third quarter
|
482.9
|
467.1
|
||||||
Fourth quarter
|
536.3
|
474.7
|
||||||
Year ended April 30,
|
$
|
1,941.5
|
$
|
1,831.5
|
||||
Gross profit
|
||||||||
First quarter
|
$
|
286.5
|
$
|
280.4
|
||||
Second quarter
|
336.2
|
322.8
|
||||||
Third quarter
|
325.3
|
313.2
|
||||||
Fourth quarter
|
368.2
|
324.1
|
||||||
Year ended April 30,
|
$
|
1,316.2
|
$
|
1,240.5
|
||||
Operating income (loss)
|
||||||||
First quarter
|
$
|
30.0
|
$
|
4.5
|
||||
Second quarter
|
69.9
|
63.4
|
||||||
Third quarter
|
34.4
|
48.5
|
||||||
Fourth quarter
|
51.2
|
(170.7
|
)
|
|||||
Year ended April 30,
|
$
|
185.5
|
$
|
(54.3
|
)
|
|||
Net income (loss)
|
||||||||
First quarter
|
$
|
16.3
|
$
|
3.6
|
||||
Second quarter
|
68.4
|
44.7
|
||||||
Third quarter
|
22.2
|
35.4
|
||||||
Fourth quarter
|
41.4
|
(158.0
|
)
|
|||||
Year ended April 30,
|
$
|
148.3
|
$
|
(74.3
|
)
|
|
2021
|
2020
|
||||||||||||||
Basic
|
Diluted
|
Basic
|
Diluted
|
|||||||||||||
Earnings (loss) per share (1)
|
||||||||||||||||
First quarter
|
$
|
0.29
|
$
|
0.29
|
$
|
0.06
|
$
|
0.06
|
||||||||
Second quarter
|
1.22
|
1.22
|
0.79
|
0.79
|
||||||||||||
Third quarter
|
0.40
|
0.39
|
0.63
|
0.63
|
||||||||||||
Fourth quarter (2)
|
0.74
|
0.73
|
(2.83
|
)
|
(2.83
|
)
|
||||||||||
Year ended April 30, (2)
|
$
|
2.65
|
$
|
2.63
|
$
|
(1.32
|
)
|
$
|
(1.32
|
)
|
(1) |
The sum of the quarterly earnings (loss) per share amounts may not agree to the respective annual amounts due to rounding.
|
(2) |
In calculating diluted earnings (loss) per common share for the fourth quarter and year ended April 30, 2020, our diluted weighted average number of common shares outstanding excludes the effect of unvested restricted stock units and other stock awards as the effect was anti-dilutive. This occurs when a US GAAP net loss is reported and the effect of using dilutive shares is antidilutive.
|
Plan Category
|
Number of
Securities to Be
Issued Upon Exercise
of Outstanding Options,
Warrants and Rights (1)
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of
Securities Remaining
Available for Future
Issuance Under Equity
Compensation Plans (2)
|
|||||||||
Equity compensation plans approved by shareholders
|
1,419,234
|
$
|
51.17
|
2,357,682
|
(1)
|
This amount includes the following awards issued under the 2014 Key Employee Stock Plan:
|
● |
140,973 shares issuable upon the exercise of outstanding stock options with a weighted average exercise price of $51.17.
|
● |
1,278,261 non-vested performance-based and other restricted stock awards. Since these awards have no exercise price, they are not included in the weighted average exercise price calculation.
|
(2)
|
Per the terms of the 2014 Key Employee Stock Plan (Plan), a total of 6,500,000 shares shall be authorized for awards granted under the Plan, less one (1) share for every one (1) share that was subject to an option or stock appreciation right granted after April 30, 2014 under the 2009 Key Employee Stock Plan and 1.76 Shares for every one (1) share that was subject to an award other than an option or stock appreciation right granted after April 30, 2014 under the 2009 Key Employee Stock Plan. Any shares that are subject to options or stock appreciation rights shall be counted against this limit as one (1) share for every one (1) share granted, and any shares that are subject to awards other than options or stock appreciation rights shall be counted against this limit as 1.76 Shares for every one (1) share granted. After the Effective Date of the Plan, no awards may be granted under the 2009 Key Employee Stock Plan.
|
Articles of Incorporation and By-Laws
|
|
3.1
|
Restated Certificate of Incorporation (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 1992).
|
3.2
|
Certificate of Amendment of the Certificate of Incorporation dated October 13, 1995 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 1996).
|
3.3
|
Certificate of Amendment of the Certificate of Incorporation dated as of September 1998 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 1998).
|
3.4
|
Certificate of Amendment of the Certificate of Incorporation dated as of September 1999 (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 1999).
|
3.5
|
Amended and Restated By-Laws dated as of September 2007 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2018).
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
|
4.1
|
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended (incorporated by reference to the Company’s Report on Form 10-K/A (Amendment No. 1) for the year ended April 30, 2020).
|
Material Contracts
|
|
10.1
|
Amended and Restated Credit Agreement dated May 30, 2019, among the Company and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, and the lenders and other agents party thereto (incorporated by reference to the Company’s Report on Form 8-K filed on June 5, 2019).
|
10.2
|
Agreement of the Lease dated as of July 14, 2014 between Hub Properties Trust as Landlord, an independent third party and John Wiley and Sons, Inc as Tenant (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended July 31, 2014).
|
10.3
|
2018 Director Stock Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2019).
|
10.4
|
2014 Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2014).
|
10.5
|
Amended 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Report on Form 10-Q for the quarterly period ended October 31, 2014).
|
10.6
|
Deferred Compensation Plan for Directors’ 2005 & After Compensation (incorporated by reference to the Report on Form 8-K, filed December 21, 2005).
|
Form of the Fiscal Year 2022 Executive Annual Incentive Plan.
|
|
Form of the Fiscal Year 2022 Executive Long Term Incentive Plan.
|
|
10.9
|
Form of the Fiscal Year 2021 Qualified Executive Annual Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q for the period ended July 31, 2020).
|
10.10
|
Form of the Fiscal Year 2021 Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-Q for the period ended January 31, 2021).
|
10.11
|
Form of the Fiscal 2021 Restricted Share Unit Grant Agreement under the Executive Long-Term Incentive Plan, under the Business Officer Equity Program, pursuant to the 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Report on Form 10-Q for the period ended July 31, 2020).
|
10.12
|
Form of the Fiscal Year 2021 Performance Share Unit Grant Agreement, Under the Executive Long-Term Incentive Plan, Under the Business Officer Equity Program Pursuant to the 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Report on Form 10-Q for the period ended January 31, 2021).
|
10.13
|
Form of the Fiscal Year 2020 Qualified Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2019).
|
10.14
|
Form of the Fiscal Year 2019 Qualified Executive Long Term Incentive Plan (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2018).
|
10.15
|
Senior Executive Employment Agreement to Arbitrate dated as of April 29, 2003 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2003).
|
10.16
|
Senior Executive Non-competition and Non-Disclosure Agreement dated as of April 29, 2003 (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2003).
|
10.17
|
Senior Executive Employment Agreement dated as of May 20, 2013 between John A. Kritzmacher and the Company (incorporated by reference to the Company’s Report on Form 8-K dated as of June 4, 2013).
|
10.18
|
Addendum to the Employment Agreement, effective June 26, 2017, between John A. Kritzmacher, and the Company (incorporated by reference to the Company’s Report on Form 10-Q for the period ended July 31, 2017).
|
10.19
|
Senior Executive Employment Agreement letter dated as of March 15, 2004, between Gary M. Rinck and the Company (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2011).
|
10.20
|
Employment Letter dated September 26, 2016 between Judy Verses, Executive Vice President, and the Company (incorporated by reference to the Company’s Report on Form 10-K for the year ended April 30, 2019).
|
10.21
|
Employment Letter dated October 12, 2017 between Brian A. Napack, President and Chief Executive Officer, and the Company (incorporated by reference to the Company’s Report on Form 10-Q for the period ended October 31, 2017).
|
10.22
|
Employment Letter dated February 5, 2019 between Matthew Kissner, Group Executive, and the Company (incorporated by reference to the Company’s Report on Form 8-K filed on February 7, 2019).
|
10.23
|
Form of the Fiscal 2021 Restricted Share Unit Grant Agreement with Matthew S. Kissner under the Executive Long-Term Incentive Plan, under the Business Officer Equity Program, pursuant to the 2014 Key Employee Stock Plan (incorporated by reference to the Company’s Report on Form 10-Q for the period ended July 31, 2020).
|
10.24
|
Separation and Release Agreement, dated June 11, 2021 between Matthew S. Kissner, Group Executive Vice President, and the Company (incorporated by reference to the Company’s Report on Form 8-K filed on June 17, 2021).
|
10.25
|
Transition and Consulting Agreement, dated June 15, 2021 between Matthew S. Kissner, Group Executive Vice President, and the Company (incorporated by reference to the Company’s Report on Form 8-K filed on June 17, 2021).
|
10.26
|
Employment Letter dated April 20, 2018 between Aref Matin, Executive Vice President and Chief Technology Officer, and the Company (incorporated by reference to the Company’s Report on Form 10-Q for the period ended July 31, 2020).
|
John Wiley & Sons, Inc. Supplemental Executive Retirement Plan as Amended and Restated effective as of January 1, 2014.
|
|
John Wiley & Sons, Inc. Supplemental Benefit Plan Amended and Restated as of January 1, 2014.
|
|
Deferred Compensation Plan of John Wiley & Sons, Inc. as Amended and Restated Effective as of January 1, 2016 including amendments through December 31, 2016.
|
|
Amendment to the Deferred Compensation Plan of John Wiley & Sons, Inc. effective January 1, 2020.
|
|
Employees’ Retirement Plan of John Wiley & Sons, Inc. Amended and Restated June 30, 2013 with amendments through January 1, 2014.
|
|
Amendment to the Employees’ Retirement Plan of John Wiley & Sons, Inc. effective October 1, 2016.
|
|
Amendment to the Employees’ Retirement Plan of John Wiley & Sons, Inc. (IRS model 436 provisions).
|
|
John Wiley & Sons, Inc. Employees’ Savings Plan Amended and Restated Effective July 1, 2013 including amendments through January 1, 2014.
|
|
Amendment to the John Wiley & Sons, Inc. Employees’ Savings Plan approved December 19, 2018.
|
|
Amendment to the John Wiley & Sons, Inc. Employees’ Savings Plan approved September 26, 2019.
|
|
Amendment to the John Wiley & Sons, inc. Employees’ Savings Plan effective January 1, 2020.
|
|
Amendment to the John Wiley & Sons, Inc. Employees’ Savings Plan effective September 1, 2020 and January 1, 2021.
|
|
Subsidiaries
|
|
List of Subsidiaries of the Company.
|
|
Consent of Independent Registered Public Accounting Firm
|
|
Consent of KPMG LLP.
|
|
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
Description
|
Balance at
Beginning
of Period
|
Cumulative Effect of Change in Accounting Principle (1)
|
Charged to
Expenses
|
Deductions
From Reserves
and Other(2)
|
Balance at
End of Period
|
|||||||||||||||
Year Ended April 30, 2021
|
||||||||||||||||||||
Allowance for sales returns (3)
|
$
|
19,642
|
$
|
—
|
$
|
36,997
|
$
|
34,440
|
$
|
22,199
|
||||||||||
Allowance for doubtful accounts
|
$
|
18,335
|
$
|
1,776
|
$
|
6,957
|
$
|
5,594
|
$
|
21,474
|
||||||||||
Allowance for inventory obsolescence
|
$
|
16,067
|
$
|
—
|
$
|
9,236
|
$
|
11,333
|
$
|
13,970
|
||||||||||
Valuation allowance on deferred tax assets
|
$
|
23,287
|
$
|
—
|
$
|
3,213
|
$
|
21,645
|
$
|
4,855
|
||||||||||
Year Ended April 30, 2020
|
||||||||||||||||||||
Allowance for sales returns (3)
|
$
|
18,542
|
$
|
—
|
$
|
48,829
|
$
|
47,729
|
$
|
19,642
|
||||||||||
Allowance for doubtful accounts
|
$
|
14,307
|
$
|
—
|
$
|
5,470
|
$
|
1,442
|
$
|
18,335
|
||||||||||
Allowance for inventory obsolescence
|
$
|
15,825
|
$
|
—
|
$
|
8,699
|
$
|
8,457
|
$
|
16,067
|
||||||||||
Valuation allowance on deferred tax assets
|
$
|
21,179
|
$
|
—
|
$
|
2,108
|
$
|
—
|
$
|
23,287
|
||||||||||
Year Ended April 30, 2019
|
||||||||||||||||||||
Allowance for sales returns (3)
|
$
|
18,628
|
$
|
—
|
$
|
37,483
|
$
|
37,569
|
$
|
18,542
|
||||||||||
Allowance for doubtful accounts
|
$
|
10,107
|
$
|
—
|
$
|
5,279
|
$
|
1,079
|
$
|
14,307
|
||||||||||
Allowance for inventory obsolescence
|
$
|
18,193
|
$
|
—
|
$
|
7,328
|
$
|
9,696
|
$
|
15,825
|
||||||||||
Valuation allowance on deferred tax assets
|
$
|
8,811
|
$
|
—
|
$
|
51
|
$
|
(12,317
|
)
|
$
|
21,179
|
(1) |
See Note 2, “Summary of Significant Accounting Policies, Recently Issued, and Recently Adopted Accounting Standards” of the Notes to Consolidated Financial Statements of this Form 10-K regarding the adoption of ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”. We adopted the new standard on May 1, 2020, with a cumulative effect adjustment to retained earnings as of the beginning of the year of adoption.
|
(2) |
Deductions From Reserves and Other for the years ended April 30, 2021, 2020, and 2019 include foreign exchange translation adjustments. Included in Allowance for doubtful accounts are accounts written off, less recoveries. Included in Allowance for inventory obsolescence are items removed from inventory. Included in Valuation allowance on deferred tax assets for the year ended April 30, 2019 are foreign tax credits generated and valuation allowances needed in connection with the Tax Act. Substantially all of those foreign tax credits are expected to be used during the year ended April 30, 2021 eliminating the need for that portion of our valuation allowance.
|
(3) |
Allowance for sales returns represents anticipated returns net of a recovery of inventory and royalty costs. The provision is reported as a reduction of gross sales to arrive at revenue and the reserve balance is reported as an increase in Contract liabilities with a corresponding increase in Inventories, net and a reduction in Accrued royalties for the years ended April 30, 2021, 2020, and 2019.
|
JOHN WILEY & SONS, INC.
|
|||
(Company)
|
|||
Dated: July 6, 2021
|
By:
|
/s/ Brian A. Napack
|
|
Brian A. Napack
|
|||
President and Chief Executive Officer
|
Signatures
|
Titles
|
Dated
|
|||
/s/ Brian A. Napack
|
President and Chief Executive Officer and
|
July 6, 2021
|
|||
Brian A. Napack
|
Director
|
||||
/s/ John A. Kritzmacher
|
Executive Vice President and Chief Financial Officer
|
July 6, 2021
|
|||
John A. Kritzmacher
|
|||||
/s/ Christopher F. Caridi
|
Senior Vice President, Global Corporate Controller and
|
July 6, 2021
|
|||
Christopher F. Caridi
|
Chief Accounting Officer
|
||||
/s/ Jesse C. Wiley
|
Chairman of the Board
|
July 6, 2021
|
|||
Jesse C. Wiley
|
|||||
/s/ Mari J. Baker
|
Director
|
July 6, 2021
|
|||
Mari J. Baker
|
|||||
/s/ George D. Bell
|
Director
|
July 6, 2021
|
|||
George D. Bell
|
|||||
/s/ Beth A. Birnbaum
|
Director
|
July 6, 2021
|
|||
Beth A. Birnbaum
|
|||||
/s/ David C. Dobson
|
Director
|
July 6, 2021
|
|||
David C. Dobson
|
|||||
/s/ Mariana Garavaglia
|
Director
|
July 6, 2021
|
|||
Mariana Garavaglia
|
|||||
/s/ Laurie A. Leshin
|
Director
|
July 6, 2021
|
|||
Laurie A. Leshin
|
|||||
/s/ Raymond W. McDaniel, Jr.
|
Director
|
July 6, 2021
|
|||
Raymond W. McDaniel, Jr.
|
|||||
/s/ William J. Pesce
|
Director
|
July 6, 2021
|
|||
William J. Pesce
|
Section
|
Subject
|
Page
|
I.
|
Definitions
|
2
|
II.
|
Plan Objectives
|
3
|
III.
|
Eligibility
|
3
|
IV.
|
Performance Measurement
|
3
|
V.
|
Performance Evaluation
|
4
|
VI.
|
Payouts
|
4
|
VII.
|
Administration and Other Matters
|
5
|
A.
|
Financial Performance
|
|
1. |
The CEO recommends and the Committee adopts, in its sole
discretion, financial goals and performance
levels for the Company to be used in the plan year.
|
|
2. |
Each financial goal is assigned a weight, such that the sum of the
weights of all financial goals equals 100%.
|
B.
|
Personal Performance
|
1.
|
Each participant’s objectives are determined at
the beginning of the plan year by the participant
and the President & CEO. The President & CEO’s objectives are determined by the President & CEO and the Committee.
|
2.
|
Objectives may be revised during the plan year, as appropriate.
|
A. |
Financial Performance
|
1.
|
Actual financial results achieved by the Company will be determined at the end of the plan
year, by comparing financial results with previously set financial goals.
|
2.
|
In determining the attainment of financial results,
|
a.
|
the impact of foreign exchange gains or losses will be excluded.
|
b.
|
the impact of any of the events (1) through (9) listed in Section 4(b)(ii) of the shareholder plan will be excluded from the financial results of any affected business unit.
|
3.
|
Funding
|
a.
|
Funding under the plan is determined on a continuum, as follows:
|
1.
|
For performance below the threshold level, the funding is zero.
|
2.
|
For performance at the threshold level, the funding is 50%.
|
3.
|
For performance between the threshold and target levels, the funding is between
50% and 100%, determined on a pro-rata basis.
|
4.
|
For performance at the target level, the funding is 100%.
|
5.
|
For performance between the target and outstanding levels, the funding is
between 100% and 150%, determined on a pro-rata basis.
|
6.
|
For performance at or above the outstanding level, the funding is 150%.
|
b.
|
In the case where the Company misses threshold performance for one or both financial
goals, but achieves 85% of the Company’s full-year operating income target, a minimum funding of 50% will be available for payout under the plan.
|
B.
|
Personal Performance
|
1.
|
At the end of the plan year, each participant’s performance will be measured by
achievement of his/her objectives, with a personal performance modifier in the range of 0-200%. This assessment will be made by the President & CEO, and in the case of the President & CEO, by the Committee. The personal performance modifier is multiplied by the funding to determine payout under the plan.
|
2.
|
The Committee approves payouts made to all participants under the plan.
|
A.
|
Payouts will be made within 90 days after the
end of the plan year.
|
B.
|
In the event of a participant's death,
disability, retirement or leave of absence prior to the payout for the plan year, the payout, if any, will be determined by the Committee. Any such payout will be calculated as noted in
Section V.
|
C.
|
A participant must be actively employed by the
Company on the date of payout without having given notice or having been given notice of termination to be eligible for a payout for the plan year. Exceptions to
this provision shall be made with the approval of the Committee, in its sole discretion.
|
D.
|
A participant who is hired or promoted into an
eligible position during the plan year may receive a prorated payout as determined by the Committee, in its sole discretion.
|
A.
|
The plan will be administered by the Committee, which shall have authority in its sole discretion to interpret and administer this plan, including, without limitation, all questions regarding eligibility and status of any participant, and no participant shall have any right to receive a payout or payment of any kind whatsoever, except as
determined by the Committee hereunder.
|
B.
|
The Company will have no obligation to reserve
or otherwise fund in advance any amount which may become payable under the plan.
|
C.
|
In the event that the Company is required to
file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees, and/or material non-compliance with Securities laws, the Company will require reimbursement of any annual incentive compensation awarded to all participants
in the amount by which such compensation exceeded any lower payment that would have been made based on the restated financial results,
for the fiscal year in which the restatement was required, to the full extent required or permitted by law.
|
D.
|
This plan may not be modified or amended except
with the approval of the Committee, in accordance with the provisions of the shareholder plan.
|
E.
|
In the event of a conflict between the provisions of this plan and the provisions of the shareholder plan, the provisions of the shareholder plan shall apply.
|
F.
|
In the event that any provision of this plan
shall be considered illegal or invalid for any reason, such illegality and invalidity shall not affect the remaining provisions of the plan,
but shall be fully severable, and the plan shall be construed and enforced as if such illegal or invalid provision had never been
contained therein.
|
Section
|
Subject
|
Page
|
I.
|
Definitions
|
2
|
II.
|
Plan Objectives
|
3
|
III.
|
Eligibility
|
3
|
IV.
|
Performance Targets and Measurement
|
4
|
V.
|
Performance Evaluation
|
4
|
VI.
|
Performance Share Unit Award Provisions
|
5
|
VII.
|
Restricted Share Units
|
6
|
VIII.
|
Payouts
|
6
|
IX.
|
Administration and Other Matters
|
7
|
A.
|
Performance
targets, comprising one or more financial goals, are defined for each business unit. Each
financial goal is assigned a weight, such that the sum of the weights of all financial goals for a business unit equals 100%.
|
B.
|
Each participant
is assigned performance targets for one or more business units, based on the participant’s position, responsibilities, and his/her ability to affect the
results of the assigned business unit. For each participant, each business unit is assigned a weight, such that the sum of the weights of all business units for a participant equals 100%. Collectively,
all business unit performance targets constitute the participant’s plan period objectives.
|
C.
|
Each financial
goal is assigned performance levels (threshold, target and outstanding).
|
A.
|
Financial Results
|
1.
|
At the end of the plan
period, the financial results for each business unit are compared with that unit’s financial goals to determine the payout for each participant.
|
2.
|
In determining the attainment of financial goals, the impact of any of the events (1) through (9) listed in Section 10.2 of the shareholder plan will be excluded from the financial results for any affected business unit.
|
3.
|
Award Determination
|
•
|
Achievement of threshold
performance of at least one financial goal of a performance target is necessary for a participant to receive a payout for that performance target.
|
•
|
The unweighted payout
factor for each financial goal is determined as follows:
|
o
|
For performance below the threshold
level, the payout factor is zero.
|
o
|
For performance at the threshold
level, the payout factor is 50%.
|
o
|
For performance between the threshold
and target levels, the payout factor is between 50% and 100%, determined on a pro-rata basis.
|
o
|
For performance between the target
and outstanding levels, the payout factor is between 100% and 200%, determined on a pro-rata basis.
|
o
|
For performance at or above the outstanding level, the payout factor is 200%.
|
•
|
A participant’s plan-end
adjusted performance share unit award is determined as follows:
|
o
|
Each financial goal’s unweighted payout factor determined above times the weighting of that financial goal equals the weighted payout factor for that financial goal
|
o
|
The sum of the weighted payout
factors for a business unit’s financial goals equals the payout
factor for that performance target.
|
o
|
The participant’s target
award
|
o
|
•
|
The Committee may,
in its sole discretion, reduce a participant’s payout to any level it deems appropriate.
|
A.
|
Normal Payout. Plan-end adjusted performance share units awards will be made within 2-1/2 months after the end of the plan period.
|
B.
|
Resignation or Termination with Cause.
Except as otherwise provided in this Section VIII or in a written agreement approved by the Committee, a participant who resigns, or whose employment is terminated by the Company,
with Cause before the award is vested, will forfeit the right to receive an award.
|
C.
|
Death or Disability. Solely to
the extent provided by the Committee in the award summary or in a written agreement, in the event of a participant’s death or disability while in employment prior to the end of the plan period, the participant (or, in the event of death, his or her estate) will receive a prorated plan-end adjusted performance share unit award which shall be paid out in shares based upon actual performance upon the conclusion of the plan period, within 2-1/2 months after the end of the plan period. “Disability” for this purpose will be determined by the Committee under a definition
permitted under Code Section 409A.
|
E.
|
Change of Control. In the event
of a Change of Control, as that term is defined in the shareholder plan, in cases where:
|
•
|
the acquiring company is not publicly traded, or
|
•
|
where the acquiring company is publicly traded and the company does not assume or replace the outstanding equity, or
|
•
|
participant’s
employment is terminated due to a "without cause termination" or "constructive discharge" within twenty-four months following a change of control,
|
F.
|
Performance Share Units Earned for Completed Plan Periods. In the event of the participant’s death, Disability, or retirement as that term is defined in the shareholder plan or performance share unit grant agreement, following the end of the plan period but prior to full vesting of the plan-end adjusted performance share unit awards, such
performance share units shall immediately become fully vested.
|
G.
|
Change in Position. A participant who is hired or promoted into an eligible position during the plan period may receive a prorated plan-end adjusted performance share unit award as
determined by the Committee, in its sole discretion.
|
A.
|
The plan will be
administered by the Committee, which shall have authority in its sole discretion to interpret and administer this plan, including, without limitation, all questions regarding eligibility and status of any participant, and no participant shall have any right to receive a payout
or payment of any kind whatsoever, except as determined by the Committee hereunder.
|
B.
|
The Company will
have no obligation to reserve or otherwise fund in advance any amount which may become payable under the plan.
|
C.
|
In the event that the Company
is required to file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees and/or material non-compliance with Securities laws, the Company will cancel the unvested performance share units
previously granted to all participants in the amount by which such shares exceeded any lower number of shares that would have been
earned based on the restated financial results, for the plan cycle in which the restatement was required, and if applicable, any gain associated with the award for that plan cycle will be repaid to the Company by the participant in the amount by which such gain exceeded any lower gain that would have been made based on the restated financial results, to the full
extent required or permitted by law. This provision extends beyond the clawback requirements under Sarbanes-Oxley that are limited to our Chief Executive Officer and Chief Financial Officer.
|
D.
|
This plan may not
be modified or amended except with the approval of the Committee, in accordance with the provisions of the shareholder plan.
|
E.
|
In the event of a conflict between the provisions of this plan and the provisions of the shareholder plan, the provisions of the shareholder plan shall apply.
|
F.
|
In the event that any provision of this plan shall be considered illegal or invalid for any reason, such illegality and invalidity shall not affect the remaining provisions of the plan, but shall be fully severable, and the plan shall be construed and enforced as if such
illegal or invalid provision had never been contained therein.
|
G.
|
No awards of any type under this plan shall be considered as compensation for purposes of defining compensation for retirement, savings or supplemental executive retirement plans, statutory indemnity or any other benefit.
|
1.1
|
"Accrued Benefit” means
the greater of (a) the Primary Benefit the Participant would have received if the 1989 SERP had not been terminated, suspended or amended, if such is the
case, and the Participant had continued to participate until age 65 multiplied by a fraction the numerator of which is the number of months the
Participant participated in the 1989 SERP (including participation in the
1983 Plan) prior to June 30, 2013 and the denominator of which is the number of months the Participant would have participated until he had attained age 65 if the 1989 SERP had not been terminated, suspended or amended, if such is the case, and he had continued to participate until
age 65 or (b) the Participant's Additional Benefit multiplied by a fraction, the numerator of which is the number of months the Participant participated in the 1989 SERP prior to July 1, 2013 (including participation in the 1983 Plan) and
the denominator of which is the number of months the Participant would have participated in the 1989 SERP if he had participated until he attained age 65.
|
1.2
|
"Additional Benefit" means an annual benefit in the amount of the excess, if any, of (a) an amount equal to the Participant’s Applicable Percentage times the Participant's Average Highest
Compensation over (b) the sum of the
Participant's Wiley Basic Plan Benefit, as applicable, and the Participant's Other Retirement Income both determined as of the earliest of his Separation of Service, his Disability, his death or June 30, 2013. The Additional Benefit shall not be reduced as a result of any cost of living or other increase in the Participant's Wiley Basic Plan Benefit which is effective after
the earlier of June 30, 2013 or the commencement of benefit payments to the Participant or his Beneficiary under the Wiley Basic Plan. Notwithstanding the foregoing provisions of this Section 1.2, if the Participant is terminated for "Cause" as defined in Section 6.4, whether before or after a "Change of Control" as defined in Section 6.2, the Additional Benefit shall be deemed to be zero.
|
1.2.1
|
"409A Additional
Benefit" means the portion, if any, of a Participant's Additional Benefit in excess of the amount of the Participant's Grandfathered Income Benefit.
|
1.3
|
"Affiliate"
shall mean any company which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which also includes as a member the Corporation; and any trade or business under common control (as defined in
Section 414(c) of the Code) with the Corporation.
|
1.4
|
"Annual Salary Rate" means
the Participant's base salary rate in effect on the earlier of (i) or (ii) where
(i) is the earlier of the Participant's Separation from Service, date of death, or Disability Date and (ii) is June 30, 2013.
|
1.5
|
"Applicable Percentage", with
respect to each Participant, means the percentage of Average Highest Compensation to be used in determining the Participant's Additional Benefit. The Applicable Percentage with respect to each present Participant is set forth in Schedule A
and may be increased by resolution of the Committee. In no event shall the Applicable Percentage exceed 65%.
|
1.6
|
"Average Highest
Compensation" means a Participant's average annual Compensation during the final 36 months of his employment with the Company or an Affiliate immediately preceding the earliest of his Separation from Service, his death, his
Disability Date or June 30, 2013 or, if higher, the three consecutive calendar years ending prior to June 30, 2013 in which his average Compensation was highest (or if he is employed for less than 36 months, the average annual Compensation
during the period of his employment immediately preceding the earliest of his Separation from Service, his death, his Disability Date or June 30, 2013). For purposes of this definition the term "Compensation" means "Compensation" as defined
in the Wiley Basic Plan, except that 100% instead of 50% of any bonuses, incentive pay and overtime pay shall be included and "Compensation" shall not be limited by the provisions of Section 40l(a)(17) of the Internal Revenue Code.
Notwithstanding the foregoing provisions of this Section 1.6, Compensation for purposes of the 1989 SERP shall not include any amounts paid pursuant to an incentive plan which relates to a period of more than 12 months, any amounts paid
pursuant to any plan, arrangement or agreement which expressly excludes such amounts for purposes of the 1989 SERP or any basic cash remuneration, bonuses, incentive pay or overtime pay received by a Participant on or after July 1, 2013.
|
1.7
|
"Beneficiary" means
the person or persons designated by the Participant to receive the Pre-Retirement Survivor Benefit under the 1989 SERP in the event of the Participant's death prior to retirement and the person or persons designated to receive any other
benefit payable under the provisions of the 1989 SERP in the event of the Participant's death. If the Participant has not designated a contingent Beneficiary any Beneficiary may in turn designate a Beneficiary to receive any remaining
payments that may be due under the provisions of the 1989 SERP in the event of the first Beneficiary's death. In the event there is no effective designation of a Beneficiary then payment shall be made to the estate of the Participant or, if
benefits have actually been paid to a Beneficiary, then to the estate of such Beneficiary. A Participant may, from time to time, revoke or change his Beneficiary designation without the consent of any prior Beneficiary by filing a new
designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to
the Participant's death or the Participant's Benefit Commencement Date, if earlier, and in no event shall it be effective as of a date prior to such
receipt.
|
1.8
|
"Benefit Commencement Date" means
the first day of the first period for which an amount is due as an annuity or any other form.
|
1.9
|
"Board" means the Board
of Directors of the Corporation.
|
1.10
|
"Code" means the
Internal Revenue Code of 1986, as amended from time to time.
|
1.11
|
"Committee"
means the Executive Compensation & Development Committee of the Board.
|
1.12
|
"Company"
means the Corporation \\rith respect to its employees, or with respect to any Participant who is employed by an Affiliate, such Affiliate.
|
1.13
|
"Corporation"
means the John Wiley & Sons, Inc., a New York corporation, and any successor thereto.
|
1.14
|
"Disabled”
and "Disability Date" shall have the meanings set forth in Section 5.1(c).
|
1.15
|
"Grandfathered
Income Benefit" means, with respect to a Participant who (i) terminated employment with the Company and all Affiliates prior to January 1, 2005, or (ii) was employed by the Company on April 1, 2005 and who as of that date was
(1) a member of the Board of Directors or (2) a 5% owner of the Corporation (as defined in Code Section 416), or (iii) was within two years of attaining age 65, the portion of his benefit that was accrued and vested before January 1,
2005, determined under provisions of the 1989 SERP without regard to any amendments to the 1989 SERP after October 3, 2004 which would constitute a material modification for Code Section 409A purposes, and the provisions of Code Section
409A, the regulations promulgated thereunder and other applicable guidance based on actuarial equivalent assumptions and procedures chosen by the Committee in accordance with Code Section 409A.
|
1.16
|
"Other
Retirement Income" means annual income (determined as of the earliest of the Participant's Separation from Service, death, or Disability Date, or June 30, 2013) payable to a Participant from the following sources:
|
(a)
|
the nonqualified unfunded supplemental plan of the Company adopted by the Board which pays pension benefits which supplement the benefits payable
under the Wiley Basic Plan.
|
(b)
|
any other contract, agreement or other arrangement with the Corporation or an Affiliate (excluding the Wiley Basic Plan, the
John Wiley & Sons, Inc. Employees' Savings Plan and the Deferred Compensation Plan of John Wiley & Sons, Inc.) to the extent it provides retirement or pension benefits.
|
1.17
|
"Participant"
means an executive employee of the Corporation or an Affiliate listed on Schedule A hereto or a former executive employee who is a Participant in the 1989 SERP pursuant to Section 2(b).
|
1.18
|
"Plan" means
the John Wiley & Sons, Inc. Supplemental Executive Retirement Plan, as amended from time to time, which shall consist of Part A -the 1989 SERP and Part B - the 2005 SERP. The "2005 SERP" means the 2005 Supplemental Executive
Retirement Plan as set forth in Part B of the Plan.
|
1.19
|
"Primary
Benefit" means an annual benefit determined as follows:
|
(a)
|
The Annual Salary Rate shall be multiplied by 2.5.
|
(b)
|
The result in clause (a) shall be reduced by $50,000.
|
(c)
|
The remainder in clause (b) shall be divided by 5 and the result is the Primary Benefit.
|
1.19.1
|
"409A
Primary Benefit" means the portion, if any, of the Participant's Primary Benefit that exceeds the annual amount of his Grandfathered 409A 1989 SERP Benefit.
|
1.20
|
"Retirement" means
Separation of Service for reasons other than death after reaching age 55 and completing 5 Years of Service.
|
1.21
|
"Separation
from Service" means a "Separation from Service" as such term is defined in the Income Tax Regulations under Section 409A of the Code as modified by the rules described below:
|
(a)
|
An employee who is absent from work due to military leave,
sick leave, or other bona fide leave of absence pursuant to Company policies shall incur a Separation from Service on the first date immediately following the later of (i) the six-month anniversary of the commencement of the leave (twelve
month anniversary for a disability leave of absence) or (ii) the expiration of the employee's right, if any, to reemployment under statute or contract
or pursuant to Company policies. For this purpose, a "disability leave of absence" is an absence due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 6 months, where such impairment causes the employee to be unable to perform the duties of his job or a substantially similar job;
|
(b)
|
For purposes of determining whether another organization is an Affiliate of the Company, common ownership of at least 50% shall be
determinative;
|
(c)
|
The Corporation specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party
constitutes a Separation from Service with respect to the executive providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in
accordance with the requirements of Code Section 409A.
|
1.22
|
"Specified
Employee" means a "specified employee" as such term is defined in the Income Tax Regulations under Section 409A as modified by the rules set forth below:
|
(a)
|
For purposes of determining whether a Participant is a Specified Employee, the compensation of the Participant shall be determined in accordance with the definition of compensation provided under Treas. Reg. Section 1.415(c) 2(d)(3) (wages within the meaning of Code section 3401(a) for purposes of income taxwithholding at the source,
plus amounts excludible from gross income under Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k) or 457(b), without regard to rules that limit
the remuneration included in wages based on the nature or location of the employment or the services performed).
|
(b)
|
The "Specified Employee Identification Date"
means December 31, unless the Committee has elected a different date through action that is legally binding with respect to all nonqualified
deferred compensation plans maintained by the Company or any Affiliate.
|
(c)
|
The "Specified Employee Effective Date" means the first day of the fourth month following the Specified Employee
Identification Date or such earlier date as is selected by the Committee.
|
1.23
|
"1989
SERP' means this Part A of the Plan, as amended from time to time.
|
1.24
|
"Wiley
Basic Plan" means the Employees' Retirement Plan of John Wiley & Sons, Inc., as the same may be hereafter amended from time to time.
|
1.25
|
"Wiley
Basic Plan Benefit" means the annual Normal Retirement Benefit (determined as of the earliest of a Participant's Separation from Service, death or Disability Date or June 30, 2013) payable under the Wiley Basic Plan to a Participant, regardless of any elections with regard to the payment of the benefit made by the Participant or his beneficiary under the Basic Plan.
|
1.26
|
"Years
of Service" means a Participant's Years of Eligibility Service (as defined in the Wiley Basic Pian) for purposes of Section 3.01 of such plan. However, in the case of an acquired company, the Participant's service with that
company prior to the date of acquisition will not be counted unless such service is recognized for purposes of participation in the Wiley Basic Plan.
|
1.27
|
The masculine gender, where appearing herein, will be deemed to include the feminine gender, and the singular may include
the plural, unless the context clearly indicates to the contrary.
|
(b)
|
Any other individual who was a Participant in the 1989 SERP on December
31, 2004 and who terminated employment with the Corporation and all Affiliates on or prior to that date shall be a Participant.
|
(c)
|
Notwithstanding any Plan provision to the contrary, an executive of the Company who is accruing benefits (or currently has an accrued benefit)
under the 2005 SERP is not eligible to participate in the 1989 SERP.
|
2.2
|
Participation under the Plan shall terminate on the date the Participant incurs a Separation from Service with the
Corporation and all Affiliates or ceases to accrue Years of Service under the provisions of Section 1.26 hereof, if earlier, unless at that time the Participant is entitled to a benefit under Section 3 or 5 hereof.
|
3.1
|
Post Retirement Income Benefit
|
(a)
|
Subject to the provisions of Sections 4 and 8 hereof and unless otherwise provided in an appendix to the Plan, there shall be
paid to each Participant who incurs a Separation from Service on or after the date he attains age 65 (or completes five Years of Service, whichever occurs later), a Post Retirement Income Benefit commencing as of the first of the month
coincident with or next following the date of his Retirement, which date shall be his Benefit Commencement Date. Such Post Retirement Income Benefit shall be equal to ten annual payments of the Participant's Primary Benefit or Additional
Benefit whichever is greater, distributed to such Participant in accordance with the provisions of Section 3.5 hereof.
|
(b)
|
The Committee may, in its sole discretion, increase the benefit payable to a Participant who retires more than one year after attaining age 65
(or after five Years of Service, if later) in order to compensate the Participant in whole or in part for the delay in payment.
|
(c)
|
Except as otherwise provided in Section 3.6 hereof, the first payment of a Participant's Post Retirement Income Benefit in excess of his
Grandfathered Income Benefit shall be made within 60 days of the Participant's date of Retirement.
|
(d)
|
Notwithstanding any provision in the Plan to the contrary, the individual named on Appendix B of Part A shall receive, in addition to any
post-retirement income benefit determined under Section 3.l(a) hereof, a supplementary retirement benefit as set forth in Appendix B of Part A, subject to the terms and conditions set forth therein.
|
3.2
|
Early Retirement Income Benefit
|
(a)
|
Subject to the provisions of Section 4 and 8 hereof, if the Participant incurs a Separation from Service on or after attaining age 55 and completing at least five Years of Service but prior
to attaining age 65, then he shall be entitled to an Early Retirement Income Benefit commencing, except as otherwise provided in paragraph(c) below or in Appendix A, as of the first day of the month following his Retirement, which date
shall be his Benefit Commencement Date. Such Early Retirement Income Benefit shall be equal to ten annual payments of the Participant's Primary Benefit or the Participant's Additional Benefit, whichever is greater, reduced by 1/12 of 4
percent of itself for each month by which such payment (or portion thereof) commences prior to the end of the month in which the Participant attains age
65, provided, however, that such reduction shall not apply if the Participant has attained age 62 and completed 20 or more Years of Service on the date of his Retirement, and distributed in accordance with provisions of Section 3.5 hereof.
|
(b)
|
Except as otherwise provided in Section 3.6 hereof the first payment to a Participant's Early Retirement Income Benefit in
excess of his Grandfathered Income Benefit shall be made within 60 days of the date of such Participant's Retirement or such later date as elected by the
Participant.
|
(c)
|
Such Participant may elect in accordance with the provisions of Section 409A of the Code, the regulations thereunder and any other applicable
guidance (including the transition rules) and the procedures established by the Committee, to have the payment of the portion of his Early Retirement Income Benefit in excess of his Grandfathered Benefit commence on a later date but not
later than the month following the month in which he attains age 65. If such election is made after December 31, 2008, it shall be subject to the
following rules:
|
(i)
|
the election will not become effective until 12 months after the date the election is made, and
|
(ii)
|
the payment of such Benefit shall be delayed at least five years from the date such payment would otherwise have been made
absent this election (disregarding any delay under the provisions of Section 3.6 hereof).
|
3.3
|
Pre-Retirement Survivor Benefit
|
(a)
|
There shall be paid to the Beneficiary of each Participant who dies prior to age 65 (or prior to having five Years of
Service, if later) and prior to incurring a Separation from Service, a Pre-Retirement Survivor Benefit commencing the month following the month in which
the Participant's death occurs. Such benefit shall consist of ten annual payments where each payment is equal to one-half of the Participant's Primary Benefit or the Participant's Additional Benefit, whichever is greater. For purpose of
determining the amount of such Survivor Benefit, the Participant's Additional Benefit shall be computed by substituting the annual amount payable to the Participant's surviving spouse or Beneficiary under the Wiley Basic Plan or under any
plan, contract, agreement or, arrangement referred to in Section 1.16 hereof assuming payments thereunder commence as of the first day of the month following the month in which the Participant's death occurs in place of the Participant's
Wiley Basic Plan Benefit and Other Retirement Income as defined in Section 1 of the 1989 SERP.
|
(b) (i)
|
If a Participant's Pre-Retirement Survivor Benefit is
determined on the basis of his Primary Benefit, his Survivor Benefit attributable to his 409A Primary Benefit shall be paid annually for ten years.
|
(ii)
|
If a Participant's Pre-Retirement Survivor Benefit is determined on the basis of his Additional Benefit, the Pre-Retirement Survivor Benefit attributable to his 409A Additional Benefit shall be paid annually for ten years, unless the Participant elects in writing in accordance with the procedures established by the Committee, to convert that portion of the Pre-Retirement Survivor Benefit into an actuarially equivalent annuity payable for the life of his named Beneficiary. Such actuarially equivalence shall be determined as set forth in Section 3.5(b) hereof. To be effective, such election must be completed by December 31, 2008. |
3.4
|
Termination of Employment
|
(a)
|
Subject to the provisions of Sections 4 and 8, in the event a Participant incurs a Separation from Service prior to age 65 other than on account of death or Disability and he does not qualify for early retirement as provided in Section 3.2 hereof, then the Participant shall
be entitled to a Termination Benefit commencing, except as otherwise provided below or in Appendix A, as of the first of the month following the
Participant's attainment of age 55 or date of Separation from Service, if later, which date shall be his Benefit Commencement Date unless he makes an election to delay payments as provided in paragraph (c) below. Such Termination Benefit
shall consist of ten annual payments of the Participant's Accrued Benefit, reduced by 1/12 of 4 percent of itself for each month by which such payment (or
portion thereof) commences before the end of the month in which the Participant attains age 65.
|
(b)
|
Except as otherwise proved in Section 3.6 hereof, the first payment of a Participant's Termination Benefit in excess of his Grandfathered Income
Benefit shall be made within 60 days of the Participant's Benefit Commencement Date.
|
(c)
|
Such Participant may elect in accordance with the provisions of Section 409A of the Code, the regulations thereunder and any other applicable
guidance (including the transition rules) and the procedures established by the Committee, to have the payment of the portion of his Termination Benefit in excess of his Grandfathered Benefit commence on a later date but not later than the
month following the month in which he attains age 65. If such election is made after December 31, 2008, it shall be subject to the following rules:
|
(i)
|
the election will not become effective until 12 months after the date the election is made, and
|
(ii)
|
the payment of such Benefit shall be delayed at least five years from the date such payment would otherwise have been made
(disregarding any delay under the provisions of Section 3.6 hereof).
|
3.5
|
Form of Payment
|
(a)
|
If the Participant's benefit due under the provisions of Section 3.1, 3.2 or 3.4 hereof is determined on the basis of his Primary Benefit,
the portion of such Primary Benefit equal to his 409A Primary Benefit shall be paid annually for ten years. In the event the Participant dies on or after his Separation from Service and before receiving all ten annual payments, the
remaining payments shall be paid to his Beneficiary.
|
(b) (i)
|
If the Participant's benefit due under the provisions of Section 3.1, 3.2 or 3.4 hereof is determined on the basis of his Additional Benefit, the
portion of such Participant's Benefit due under the provisions of Section 3.1, 3.2 or 3.4 equal to his 409A Additional Benefit shall be paid annually for
ten years, unless the Participant elects in writing to convert all or a portion of such 409A Additional Benefit into an annuity of equivalent actuarial value, described in paragraph (c) of this Section. To be effective, such election must
be completed and filed with the Company no later than December 31, 2008.
|
(ii)
|
If any portion of such Participant's Benefit is to be paid in ten annual installments and the Participant dies on or after
his Separation from Service and before receiving all ten annual payments the remaining payments shall be paid to his Beneficiary.
|
(iii)
|
For purposes of this Section 3.S(b), equivalent actuarial value shall be determined on the basis of the IRS Mortality Table and
the IRS Interest Rate. The "IRS Mortality Table" shall mean the mortality table prescribed by the Secretary of Treasury under Section 417(e)(3)(A)(ii)(l) of the Code as in effect on December 31, 2007. The "IRS Interest Rate" is the annual
rate of interest on 30 year Treasury Securities as published by the Commissioner of Internal Revenue in the calendar month preceding the month in which the Participant's Separation from Service occurs.
|
(c)
|
Notwithstanding the foregoing, and subject to paragraph (e) below, if a Participant has on file a valid election to receive any portion of his
409A Additional Benefit due under the provisions of Section 3.1, 3.2 or 3.4 (or if applicable, Section 5) hereof as an annuity, such Participant may elect any time prior to his applicable Benefit Commencement Date to convert the portion of
said benefit to be paid in an annuity into an optional annuity benefit of Equivalent Actuarial value as provided in one of the options set forth below:
|
(d)
|
Such Equivalent Actuarial value shall be defined as set forth in Item I of Appendix A of the Wiley Basic Plan.
|
(e)
|
Notwithstanding the foregoing, subject to the provisions of Section 409A of the Code if applicable, a Participant's election to receive any
portion of his 409A Additional Benefit payable under Section 3.1, 3.2, or 3.4, (or if applicable, Section 5) hereof in an optional form as described in paragraph (c) above shall be effective as of the Participant's Benefit Commencement
Date, provided that the Participant makes and submits to the Committee his election of such optional form prior to his Benefit Commencement Date. A Participant who fails to elect an optional form of annuity payment in a timely manner shall
receive the portion of his benefit payable under Section3.1, 3.2, 3.4, or Section 5 hereof to be distributed in the form of an annuity, in the form of a 14 Year Certain & Life annuity.
|
3.6
|
Timing of Payment for "Specified Employees". Notwithstanding any provision of the 1989 SERP to the contrary if a Participant is classified as a
"Specified Employee" on his. date of Separation from Service, the actual payment of the portion of his benefit due under the provisions of Section 3.1, 3.2, 3.4 or Section 4 hereof, which is in excess of his Grandfathered Income Benefit on
account of such Participant's Separation from Service with the Corporation and all Affiliates (for reasons other than death or Disability) shall not commence prior to the first day of the seventh month following the Participant's
Separation from Service. For avoidance of doubt, the provisions of this Section 3.6 do not apply to the portion of a Participant's Benefit equal to his Grandfathered Income Benefit or any benefit payable to or on behalf of the Participant
pursuant to the provisions of Section 3.3 or Section 5 hereof. Any payment to the Participant which he would have otherwise received under Section 3.1, 3.2, or 3.4, or Section 4 hereof, during the six- month period immediately following
such Participant's Separation from Service shall be accumulated, with interest, compounded on a monthly basis, at the Applicable Interest Rate, and paid within 60 days of the first day of the seventh month following the Participant's
Separation from Service. For purposes of this Section 3.6 the Applicable Interest Rate is the one year U.S. Treasury rate (constant maturities) as published on the last business day of the calendar month preceding the date the Participant's
Separation from Service occurs.
|
4.1
|
In the event there is a Change of Control as hereinafter defined and, within two years following such Change of Control (a) the Participant's employment is terminated by the Company except for "Cause", or (b) the Participant incurs a "Separation from Service" for "Good Reason" as those terms
are hereinafter defined, then notwithstanding any other provisions (other than Section 3.6 hereof) of the 1989 SERP to the contrary and in lieu of any other benefit in excess of his Grandfathered Income Benefit to which the Participant may
be entitled under the 1989 SERP, the Participant shall be entitled to a lump sum payment, payable subject to the provisions of Section 3.6 hereof, within
60 days after such Separation from Service equal to the then present value of the Post Retirement Income Benefit in excess of his Grandfathered Income
Benefit to which the Participant would have been entitled on the date of such Separation from Service and, in the case of a Participant who has not yet reached age 65, unreduced for commencement prior to the end of the month in which he
attains age 65. In determining the Post Retirement Income Benefit for purposes of the preceding sentence, the Wiley Basic Plan Benefit shall be deemed to be the annual benefit to which the Participant will be or is entitled at age 55 or the
date of such Separation from Service, whichever is later. The present value of such payments shall be determined by multiplying such Post Retirement
Income Benefit, as determined pursuant to this Section 4.1, by the "Present Value Factor" as hereinafter defined.
|
4.2
|
"Change of Control" shall mean an event
which shall occur if there is: (i) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or (iii) a change in the ownership of a substantial portion of the assets of the Corporation.
|
4.3
|
Cause
|
4.4
|
Good Reason
|
(a)
|
An adverse change in the Participant's
status or position(s) as an executive of the Company as in effect immediately prior to the Change of Control, including, without limitation, any adverse change in his status or position as a result of a material diminution in his duties or
responsibilities or a material change in his business location or the assignment to him of any duties or responsibilities which are inconsistent with such status or position, or any removal of the Participant from or any failure to
reappoint or reelect him to any office or position previously held;
|
(b)
|
A reduction by the Company in Participant's base salary as
in effect immediately prior to the Change of Control or in the number of vacation days to which Participant is then entitled under the Company's normal vacation policy as in effect immediately prior to the Change of Control;
|
(c)
|
The taking of any action by the Company (including the elimination of a plan without providing substitutes therefore or the reduction of
Participant's awards thereunder) that would substantially diminish the aggregate projected value of the Participant's awards under the Company's incentive, bonus, stock option or restricted stock plans in which the Participant was
participating at the time of a Change of Control of the Company;
|
(d)
|
The taking of any action by the Company that would substantially diminish the aggregate value of the benefits provided the Participant under the
Company's medical, health, accident, disability, life insurance, thrift or retirement plans in which the Participant was participating at the time of a Change of Control of the Company; or
|
(e)
|
Substantial and continuing harassment of the Participant by other Company personnel, including but not limited to verbal abuse, insulting or
demeaning verbal and written communications, and orders or directions which are clearly inappropriate to Participant's executive status, provided the Participant gives the Company written notice of such harassment in reasonable detail and
the Company fails to promptly take corrective action to stop such harassment.
|
4.5
|
The "Present Value Factor" is the factor which when applied to a payment, would represent the equivalent actuarial value to receive such amount
annually for life when computed on the basis of the IRS Mortality Table and the IRS Interest Rate. The "IRS Mortality Table" shall mean the mortality table prescribed by the Secretary of Treasury under Section 417(e)(3)(A)(ii)(I) of the Code as in effect on December 31, 2007. The "IRS Interest Rate" is the annual rate of interest on 30 year Treasury Securities as published by the
Commissioner of Internal Revenue in the calendar month preceding the month in which the Participant's Separation from Service occurs.
|
4.6
|
Notice of Termination
|
4.7
|
In the event the amount which a Participant is entitled to receive pursuant to Section 4.1 hereof is not paid in full to the Participant within 60 days after his Separation from Service then the Participant shall also be entitled to recover from the Company reasonable legal expenses and
disbursements incurred in establishing his right to and collecting such amount.
|
4.8
|
The provisions of this Section 4 shall not apply to any Participant who would be deemed an individual described in Section 422A(b)(6) of the
Code, as presently in effect (relating to an individual who, directly and by attribution, is deemed to own more than 10% of the voting power of a corporation).
|
(b)
|
The "Present Value Factor" solely for purposes of this Section 5.1 is the factor which when applied to a payment, would represent the equivalent
actuarial value to receive such amount annually for life when computed on the basis of the IRS Mortality Table and the IRS Interest Rate. The "IRS Mortality Table" shall mean the mortality table prescribed by the Secretary of Treasury
under Section 417(e)(3)(A)(ii)(I) of the Code as in effect on December 31, 2007. The "IRS Interest Rate" is the annual rate of interest rate on 30 year Treasury Securities as published by the Commissioner of Internal Revenue in the calendar
month preceding the month in which the Participant's Disability Date occurs.
|
(c)
|
For purposes of this Section 5, a Participant is considered Disabled if such Participant incurs any medically determined physical or mental
impairments that meet the requirements set forth under Treasury Regs. Section l.409A-3(i)(4)(i) or (ii), or any subsequent guidance thereto. The Participant's Disability Date shall be the date determined by the Committee on a basis uniformly applicable to all persons similarly situated.
|
6.1
|
The Committee shall have the exclusive responsibility and complete discretionary authority to interpret the 1989 SERP, to
adopt, amend, and rescind rules and regulations for the administration of the 1989 SERP, and generally to operate, manage and administer the 1989 SERP and to make all determinations in connection with the 1989 SERP as may be necessary or
advisable. All such actions of the Committee shall be conclusive and binding upon all Participants and Beneficiaries. The Committee may employ and rely on such legal counsel, actuaries, accountants and agents as it may deem advisable to
assist in the administration of the Plan
|
6.2
|
To the extent permitted by law, all agents and representatives of the Committee shall be indemnified by the Company and held harmless against any
claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct.
|
7.1
|
The Plan may not be terminated or suspended or modified or amended in any manner which adversely affects any Participant at any time after a
Change of Control (as defined in Section 6.2 hereof) shall have occurred. Subject to the foregoing provisions of this Section 7.1, the Board may, in its sole discretion, terminate, suspend or amend the Plan at any time or from time to time,
in whole or in part. However, no termination, suspension or amendment of the Plan may adversely affect a Participants accrued benefit under the Plan, or adversely affect a retired Participant's right or the right of a Beneficiary to receive
or to continue to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such termination, suspension or amendment. In the event of such suspension or termination, the Company shall continue
to maintain the Plan until all benefits under the Plan are distributed in accordance with the Participant's elections, where applicable the provisions of Section 409A of the Code, the regulations promulgated thereunder and other applicable
guidance.
|
7.2
|
Nothing contained herein will confer upon any Participant the right to be retained in the service of the Corporation or any Affiliate, nor will
it interfere with the right of the Corporation or any Affiliate to discharge or otherwise deal with Participants without regard to the existence of the Plan.
|
7.3
|
The Corporation has funded its obligations under the Plan by purchasing certain insurance policies on the lives of the Participants but it shall
have no obligation to do so in the future or to continue any such policies in effect. No Participant or Beneficiary shall have any interest whatsoever in any such policies, which shall be the sole property of the Corporation. Participants
and their Beneficiaries shall look solely to the general credit of the Corporation for payment of benefits under the Plan. The Corporation reserves the right to establish one or more trusts to provide alternative sources of benefit payments
under the Plan. The existence of any such trust or trusts shall not relieve the Corporation of any liability to make benefit payments under the Plan, but to the extent any benefit payments are made from any such trust, such payment shall be
in satisfaction of and shall reduce the Corporation's liabilities under this Plan.
|
8.1
|
Notwithstanding any other provision of the 1989 SERP except for the provisions of Section 8.2 hereof, to the contrary, no
payments or further payments will be made under the 1989 SERP with respect to the portion of his 1989 SERP benefit in excess of his Grandfathered Income Benefit to a Participant or to his Beneficiary if (a) the Participant, directly or
indirectly, during the 24-month period after his Separation from Service, is employed by, renders services to or participates in the management, operation or control of, or serves as advisor or consultant to any business enterprise which is
engaged in any type of business activity conducted by the Corporation or any of its subsidiaries at the time of such termination of employment and which enterprise is in direct and substantial competition with the Corporation or any such
subsidiary or (b) during the period of Participant's employment at the Corporation and its Affiliates and for twelve months following his Separation from Service, the Participant does not, either on his own behalf or on behalf of any other
person or entity, directly or indirectly, (i) solicit any person or entity that is a customer of the Corporation or its Affiliates, or has been a customer of the Corporation or its Affiliates during the prior twelve (12) months, to
purchase any products or services the Wiley Companies provides to the customer, or (ii) interfere with any of the Corporation or its Affiliates business relationships.
|
8.2
|
The provisions of this Section 8 shall not apply (a) following a Change of Control as defined in Section 4.2 hereof, or (b)
if the Participant's employment is terminated by the Company without Cause as defined in Section 4.3 or by the Participant for Good Reason as defined in
Section 4.4 hereof.
|
9.1
|
Nonalienation
|
9.2
|
Funding
|
9.3
|
Facility of Payment
|
9.4
|
Withholding of Taxes
|
9.5
|
Expenses
|
9.6
|
Mergers/Transfers
|
9.7
|
Claims Procedure
|
9.8
|
Acceleration of or Delay in Payments
|
9.9
|
Indemnification
|
(a)
|
the act or failure to act shall have occurred
|
(i)
|
in the course of the person's service as an officer, employee or agent of the Corporation or an Affiliate or as a member of the Committee, or as
the Pian Administrator, or
|
(ii)
|
in connection with a service provided with or without charge to the Plan or to the Participants or Beneficiaries of the Plan,
if such service was requested by the Committee or the Plan Administrator; and
|
(b)
|
the act or failure to act is in good faith and in, or not opposed to, the best interests of the Corporation and its Affiliates.
|
9.10
|
Compliance
|
9.11
|
Construction
|
(a)
|
The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management or highly
compensated employees and therefore exempt from the requirements or Sections 201, 301 and 401 of ERlSA. All rights hereunder shall be governed by and
construed in accordance with the laws of the State of New York
|
(b)
|
The captions preceding the sections and articles hereof have been inserted solely as a matter of convenience and in no way define or limit the
scope or intent of any provisions of the Plan.
|
1.
|
Subject to the provisions of Section 4 and 8 of this Part A, if Mr. Cousens (a) incurs a Separation from Service, for
reasons other than death, on or after the date he attains the age of 62, and regardless of his length of service at the time of such Separation from Service, or (b) is involuntarily terminated from employment by the Company except for "Cause" (as such term is defined in Section 4.3 of this Part A)
prior to attaining age 62, Mr. Cousens shall be entitled to receive a supplementary benefit ("Supplementary Benefit") under the SERP equal to the
difference, if any, between (x) the sum of his benefits earned under the Employees' Retirement Plan of John Wiley & Sons, Inc. (the "Qualified Plan"), the John Wiley & Sons, Inc. Supplemental Benefit Plan (the "Excess Plan") and the SERP (collectively, the "Plans"), as of the date of such
Separation from Service or June 30, 2013, if earlier, unreduced for early retirement under the applicable provisions of the Plans, and (y) the sum of his benefits earned under the Qualified Plan, the Excess Plan and the SERP as of the
date of his Separation from Service or June 30, 2013, if earlier, reduced to reflect the commencement of said payments prior to his attainment of age 65
(early retirement) under the applicable provisions of the Plans. In the event Mr. Cousens. becomes Disabled (as defined in Section 5 of this Part A prior to the month in which he attains age 65 or his Separation from Service, if earlier, he will be entitled to the benefit set forth in Section 5 of this Part A.
|
2.
|
Such Supplementary Benefit payable pursuant to the provisions of item 1 above shall commence at the same time that his
benefit commences pursuant to the provisions of Section 3.1 or 3.2 of
this Part A, whichever is applicable.
|
3.
|
Such Supplementary Benefit will be paid in the same form as any Additional Benefit earned under the provisions of this Part A
would be paid to Mr. Cousens pursuant to the provisions of Sections 3.5 of this Part A.
|
4.
|
Notwithstanding the foregoing, if Mr. Cousens' employment is terminated at any time by the Company for Cause (as such term is defined in Section 4.3 of this Part A), Mr. Cousens will not be entitled
to the Supplementary Benefit described in item 1 above.
|
Peter B. Wiley
|
50%
|
Gary Rinck
|
50%
|
Ells E. Cousens
|
55%
|
1.2
|
"Average Highest
Compensation" means a Participant's average annual Compensation during the final 36 months of his employment with the Company or an Affiliate immediately preceding the earliest of his Separation from Service, his death, his
Disability Date or June 30, 2013 or, if higher, the three consecutive calendar years in which his average Compensation was highest (or if he is employed
for less than 36 months, the average annual Compensation during the period of his employment immediately preceding the earliest of his Separation from Service, his death, his Disability Date or June 30, 2013). For purposes of this
definition the term "Compensation" means "Compensation" as defined in the Wiley Basic Plan, except that 100% instead of 50% of any bonuses, incentive pay and overtime pay shall be included for all years and "Compensation" shall not be
limited by the provisions of Section 40l(a)(17) of the Code. Notwithstanding the foregoing provisions of this Section 1.2, Compensation for purposes of the 2005 SERP shall not include any amounts paid pursuant to an incentive plan which
relates to a period of more than 12 months, any amounts paid pursuant to any plan, arrangement or agreement which expressly excludes such amounts for purposes of the 2005 SERP, or any basic cash remuneration, bonuses, incentive pay or
overtime pay received by a Participant on or after July 1, 2013.
|
1.3
|
"Beneficiary" means
the person or persons designated by the Participant to receive the Pre-Retirement Survivor Benefit in the event of the Participant's death prior to his Benefit Commencement Date or the person or persons designated to receive such other
benefits payable under the provisions of the 2005 SERP in the event of the Participant's death. In the event there is no effective designation of a Beneficiary in effect on the Participant's death, then payments under Section 3.3 hereof
shall be made to the Participant's spouse or, however, if no spouse survives, payments under Section 3.3(a) hereof shall not be made
|
1.4
|
"Benefit Commencement Date" means, unless the Plan specifically provides otherwise, the first day of the first period for which an amount is due as an annuity or any other form.
|
1.5
|
"Board" means the Board
of Directors of the Corporation.
|
1.6
|
"Code" means the
Internal Revenue Code of 1986, as amended from time to time.
|
1.7
|
"Committee" means the Executive Compensation & Development Committee of the Board.
|
1.8
|
"Company" means the Corporation, or with respect to any Participant who is employed by
|
1.9
|
"Corporation" means
John Wiley & Sons, Inc., a New York corporation and any successor thereto.
|
1.10
|
"Disabled" and "Disability Date" shall have the meanings set forth in Section 5.l(c).
|
1.11
|
"Effective
Date" means April 1, 2005.
|
1.12
|
"Normal
Retirement Age" means the date the Participant attains age 65 or completes at least five Years of Service, if later.
|
1.13
|
"Normal Retirement Date" means the first day of the calendar month coinciding with or next following the Participant's Normal Retirement Age.
|
1.14
|
"Other
Retirement Income" means annual income (determined as of the earliest of the Participant's Separation from Service, death or Disability Date or June 30, 2013) payable to a Participant from the following sources:
|
(a)
|
the nonqualified unfunded supplemental plan of the Company adopted by the Board which pays pension benefits which supplement the benefits payable
under the Wiley Basic Plan, and
|
(b)
|
any other contract, agreement or other arrangement with the Corporation or an Affiliate (excluding the Wiley Basic Plan, the
John Wiley & Sons, Inc. Employees' Savings Plan and the Deferred Compensation Plan of John Wiley & Sons, Inc.) to the extent it provides
retirement or pension benefits, and
|
(c)
|
to the extent determined by the Committee, the portion of the annual amount of pension, if any, which is or would be payable to the Participant
from another employer sponsored plan, attributable to service under that Plan, which is recognized by the Committee as Years of Benefit Service for that Participant for purposes of Section 3.1 hereof, and adjusted if necessary as provided
in Section 1.23 hereof. Notwithstanding any 2005 SERP provision to the contrary, service on and after July 1, 2013 shall not be taken into account for purposes of this Section l.14(c) in determining the annual amount of pension, if any,
which is or would be payable to the Participant from another employer sponsored plan.
|
1.15
|
"Participant"
means an executive employee of the Corporation or an Affiliate listed on Schedule A hereto who becomes a Participant in the 2005 SERP pursuant to Section 2 hereof.
|
1.16
|
"Plan" means the John Wiley & Sons, Inc. Supplemental Executive Retirement Plan, as amended from time to time, which shall consist of Part A - the 1989 SERP and Part B - the 2005 SERP. The "1989 SERP"
means the 1989 Supplemental Executive Retirement Plan as set forth in Part A of the Plan.
|
1.17
|
"Retirement"
means Separation of Service for reasons other than death after reaching age 55 and completing 5 Years of Service.
|
1.18
|
"Separation from Service" means a "Separation from Service" as such term is defined in the Income Tax Regulations under Section 409A of the Code as modified by the rules described below:
|
(d)
|
An employee who is absent from work due to military leave,
sick leave, or other bona fide leave of absence pursuant to Company policies shall incur a Separation from Service on the first date immediately following the later of (i) the six-month anniversary of the commencement of the leave (twelve
month anniversary for a disability leave of absence) or (ii) the expiration of the employee's right, if any, to reemployment under statute or contract or
pursuant to Company policies. For this purpose, a "disability leave of absence" is an absence due to any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a
continuous period of not less than 6 months, where such impairment causes the employee to be unable to perform the duties of his job or a substantially similar job;
|
(e)
|
For purposes of determining whether another organization is
an Affiliate of the Company, common ownership of at least 50% shall be determinative;
|
(f)
|
The Corporation specifically reserves the right to determine whether a sale or other disposition of substantial assets to an unrelated party
constitutes a Separation from Service with respect to the Executive providing services to the seller immediately prior to the transaction and providing services to the buyer after the transaction. Such determination shall be made in
accordance with the requirements of Code Section 409A.
|
1.19
|
"Specified
Employee" means a "specified employee" as such term is defined in the Income Tax Regulations under Section 409A as modified by the rules set
forth below:
|
(d)
|
For purposes of determining whether a Participant is a Specified Employee, the compensation of the Participant shall be determined in accordance
with the definition of compensation provided under Treas. Reg. Section 1.415(c) 2(d)(3) (wages within the meaning of Code section 340(a) for purposes of
income tax withholding at the source, plus amounts excludible from gross income under Section 125(a), 132(f)(4), 402(e)(3), 402(h)(l)(B), 402(k) or 457(b), without regard to rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed).
|
(e)
|
The "Specified Employee Identification Date" means December 31, unless the Committee has elected a different date though
action that is legally binding with respect to all nonqua1ified deferred compensation plans maintained by the Company and all Affiliates.
|
(f)
|
The "Specified Employee Effective Date" means the first day of the fourth month following the Specified Employee Identification Date or such
earlier date as is selected by the Committee.
|
1.20
|
"2005
SERP'' means this Part B of the Plan, as amended from time to time.
|
1.21
|
"Wiley Basic Plan" means the Employees' Retirement Plan of John Wiley & Sons, Inc., as the same may be hereafter amended
from time to time.
|
1.22
|
"Wiley Basic Plan Benefit'' means the annual pension determined as of the earliest of a Participant's Separation from Service, death or Disability Date or June 30, 2013 which would be payable pursuant to the provisions of the Wiley Basic Plan to a Participant,
regardless of any elections with regard to the form of payment of the benefit made by the Participant or his beneficiary under the Wiley Basic Plan, assuming such pension commenced on the later of the Participant's Normal Retirement Date or
the first day of the month coincident with or next following his date of Separation from Service.
|
1.23
|
"Years
of Benefit Service" means a Participant's Benefit Service as defined in the Wiley Basic Plan under Section 3.02 of such Plan. However, in the case of an acquired company, the Participant's service with that company prior to the
date of acquisition will not be counted unless such service is recognized for purposes of (i) Benefit Service under the Wiley Basic Plan or (ii) benefit
accruals under any other nonqualified supplemental plan maintained by the Company. In addition to the foregoing, a Participant may, subject to the approval of the Committee, be granted additional Years of Service for purpose of determining
the amount of benefits under the 2005 SERP. Notwithstanding any 2005 SERP provision to the contrary, Benefit Service shall be frozen as of June 30, 2013 and no Benefit Service shall be credited to a Participant for any period of service or
period of absence occurring on or after July 1, 2013.
|
1.24
|
"Years of Service" means a Participant's Years of Service (as defined in the Wiley Basic Plan) for purposes of Section 3.01
of such plan. However, in the case of an acquired company, the Participant's service with that company prior to the date of acquisition will not be counted unless such service is recognized for purposes of participation in the Wiley Basic
Plan.
|
1.25
|
The masculine gender, where appearing herein,
will be deemed to include the feminine gender, and the singular may include the plural, unless the context clearly indicates to the contrary.
|
2.1
|
(a) Each executive of the Company who was an active participant in the 1989 SERP on March 31, 2005 and who as of April 1, 2005 is not (i) a member of the Board or (ii) a 5% owner of the Company (as defined
in Code Section 416) or (iii) within two years of attaining age 65, shall become a Participant under the 2005 SERP as of the Effective Date subject to the Participant executing a waiver agreement in such form and within the time period as the Committee may direct with respect to any benefit such executive may had accrued under the 1989 SERP.
|
(b)
|
Any other executive of the Company or an Affiliate designated by the Committee
as a Participant shall become a Participant under the 2005 SERP as of the effective date of such designation, subject to the Participant executing a
letter of agreement in such form as the Committee may direct. Effective as
July 1, 2013, participation in the 2005 SERP shall be frozen.
|
(c)
|
Notwithstanding any Plan provision to the contrary, an executive of
the Corporation or an Affiliate who is accruing benefits (or currently has an accrued benefit) under the 1989 SERP is not eligible to participate in the 2005 SERP.
|
2.2
|
Participation under the Plan shall terminate on the date the
Participant incurs a Separation from Service from the Corporation and all Affiliates or ceases to accrue Years of Service under the above provisions of Section 1.24, if earlier, unless at that time the Participant is entitled to a benefit under Section 3 or 5 hereof.
|
3.1
|
Post Retirement Income Benefit.
|
(a)
|
Subject to the provisions of Sections 4 and 8 hereof and unless otherwise provided in an appendix to the Plan,", there shall
be paid to each Participant who incurs a Separation from Service on or after the date he attains age 65 (or completes five Years of Service, whichever
occurs later), in the form of a life annuity for the life of a Participant, a Post Retirement Income Benefit commencing as of the Participant's Normal
Retirement Date or the first day of the month coincident with or next following his Retirement, if later, which date shall be his Benefit Commencement
Date. The annual amount of such Post Retirement Benefit Income shall be equal to:
|
(i)
|
two percent of the Participant's Average Highest Compensation multiplied by the number of his Years of Benefit Service as of the earlier of his
date of Retirement or June 30, 2013, up to 20 years,
|
(ii)
|
one percent to the Participant's Average Highest Compensation multiplied by the number of his Years of Benefit Service as of
the earlier of his date of Retirement or June 30, 2013 in excess of20 years up to a maximum of 35 years;
|
(iii)
|
the sum of the Participant’s Wiley Basic Plan Benefit as applicable, and the Participant's Other Retirement
Income.
|
(b)
|
Notwithstanding foregoing, the amount of the Participant's Post Retirement Income Benefit payable for the Participant's life
under this Section 3.1 hereof shall never be less than the greater of the Additional Benefit or Primary Benefit the Participant would have received under the provisions of the 1989 SERP as in effect on December 31, 2004 determined as if the Participant had terminated employment on December 31, 2004 and
commenced payment as of his Normal Retirement Date, or date of Retirement, if later, converted to a single life annuity of equivalent actuarial value. For purpose of this Section 3.l(b), equivalent actuarial value shall be determined on
|
(c)
|
Subject to the provisions of Section 3.6 hereof, the first payment under this Section
|
3.1
|
shall be made within 60 days of the Participant's Normal Retirement Date or the first day of the month
coincident with or next following his date of Retirement, if later.
|
3.2
|
Early Retirement Income Benefit
|
(a)
|
Subject to the provisions of Section 4 and 8 hereof, a Participant who incurs a Separation from Service prior to age 65 but
on or after attaining age 55 and completing at least five Years of Service shall be entitled to receive an Early Retirement Income Benefit commencing as of the first day of the month following his Retirement. Such Early Retirement Income
Benefit shall be equal to (i) the amount determined under Section 3.l(a)(i) and (ii) hereof on the basis of his Average Highest Compensation and Years of Benefit Service as of the earlier of his date of Retirement or June 30, 2013 reduced
by 1/12 of 4 percent of itself for each month by which payment commences before the Participant's Normal Retirement Date, provided however that such
reduction shall not apply if the Participant has attained 62 years of age and completed twenty Years of Service as of his date of Retirement, minus (ii) the
sum of the Participant's Wiley Basic Plan Benefit, as applicable, and the Participant's Other Retirement Income. For this purpose, the Participant's Wiley Basic Plan Benefit and the Participant's Other Retirement Income shall be computed by
substituting the annual amount that would be payable to the Participant commencing as of the first day of the month coincident with or next following the date of his Retirement in the form of a single life annuity under the Wiley Basic Plan
or under any plan, contract, agreement or, arrangement referred to in Section 1.14 hereof determined as of the earlier of the Participant’s Separation from Service or June 30, 2013 in place of the Participant's Wiley Basic Plan Benefit and
Other Retirement Income as defined in Section 1 of the 2005 SERP.
|
(b)
|
Notwithstanding the foregoing, the amount of the
Participant's Early Retirement Income Benefit payable for the Participant's life under this Section 3.2 shall never be less than the greater of the Additional Benefit or Primary Benefit the Participant would have received under the provisions of the 1989 SERP as in effect on December 31, 2004 determined
as if the Participant had terminated employment on December 31, 2004 and commenced payment as of the first day of the month coincident with or next
following the Participant's date of Retirement, converted to single life annuity on such date of equivalent actuarial value (as defined in Section 3.1(b) of the 2005 SERP).
|
(c)
|
Such Participant may elect in accordance with the provisions of Section 409A of the Code, regulations thereunder including any transitional rules
and other applicable guidance and the procedures established by the Committee to have his Early Retirement Income Benefit commence on a later date but not
later than his Normal Retirement Date. If such election is made after December 31, 2008, it shall be subject to the following rules:
|
(i)
|
the election will not become effective until 12 months after the date the election is made, and
|
(ii)
|
the payment of such Benefit shall be delayed at least five years from the date such payment would otherwise have been made
absent this election (disregarding any delay under the provision of Section 3.6).
|
(d)
|
Subject to Section 3.6 hereof, the first payment under this Section 3.2 shall be made within 60 days of the Participant's date of Retirement, or
such later date as elected by the Participant
|
3.3
|
Pre-Retirement Survivor Benefit
|
(a)
|
If a Participant dies prior to his
Benefit Commencement Date, a Pre-Retirement Survivor Benefit shall be paid to his surviving spouse (or "domestic partner") as hereinafter provided. The annual amount of such Pre-Retirement Survivor Benefit shall be equal to 50% of the
amount determined under Section 3.1 as of the earliest of a Participant’s date of death, date of Separation from Service with the Corporation and all Affiliates, or June 30, 2013 and shall be paid for the life of the spouse (or "domestic
partner") commencing as of the first day of the month following the month in which the Participant's death occurs.
|
(b)
|
Notwithstanding the foregoing, if a Participant who was an active participant in the 1989 SERP on December 31, 2004 dies prior to his Benefit
Commencement Date and as of his date of death has no surviving spouse (or "domestic partner"), there shall be paid to the named Beneficiary of such Participant at the time of his death, a Pre- Retirement Survivor Benefit equal to the
present value of one-half of the Participant's Additional Benefit or Primary Benefit, whichever is greater, that would have been payable under the provisions of the 1989 SERP had the Participant remained an active participant in the 1989
SERP through the earliest of his date of death, the date he ceases to accrue Years of Service under the 2005 SERP, or June 30, 2013 paid in ten annual installments. For this purpose, the Participant's Additional Benefit under the 1989 SERP
shall be computed by substituting the annual amount payable to the Participant's beneficiary under the Wiley Basic Plan or under any plan, contract, agreement or, arrangement referred to in Section 1.14 hereof in place of the Participant's
Wiley Basic Plan Benefit and Other Retirement Income assuming payments thereunder commence as of the first day of the month following the month in which the Participant's death occurs. Such Benefit shall be converted to a single life
annuity of equivalent actuarial value (as defined in Section 3.l(b) of the 2005 SERP) and paid for the life of his named Beneficiary.
|
(c)
|
For purposes of this Section 3.3, the term "domestic partner" shall have the same meaning as such term has under the Wiley
Basic Plan.
|
3.4
|
Termination of Employment
|
(a)
|
Subject to the provisions of Sections 4 and
8 hereof, in the event a Participant incurs a Separation from Service prior to his Normal Retirement Age other than on account of death or disability and
such Participant does not qualify for Early Retirement as provided in Section 3.2 hereof, then the Participant shall be entitled to a Termination Benefit, commencing on the first day of the month following the Participant's attainment of
age 55 or date of Separation from Service, if later. Such Termination Benefit shall be equal to the amount determined under Section 3.1 above on the basis
of his Average Highest Compensation and Years of Service as of the earlier of the date of his Separation from Service or June 30, 2013 reduced by 1/12 of 4 percent of itself for each month by which payment commences before the Participant's
Normal Retirement Date.
|
(b)
|
A Participant may elect in accordance with the provisions of Section 409A of the Code, the regulations thereunder (including any transitional rules) and any other applicable guidance and the procedures established by the Committee, to have his Termination Benefit payments commence at a
later date but not later than his Normal Retirement Date. If such election is made after December 31, 2008, it shall be subject to the following rules:
|
(i)
|
the election will not become effective until 12 months after the date the election is made, and
|
(ii)
|
the payment of such Benefit shall be delayed by at least five years from the date such payment would otherwise have been made absent this election
(disregarding any delay under the provision of Section 3.6 hereof).
|
(c)
|
Subject to the provisions of the first payment under this Section 3.4 shall begin within 60 days of the date the
Participant's attains age 55, or such later date as elected by the Participant.
|
3.5
|
Form of Payment
|
(b)
|
Subject to paragraph (d) below, a Participant may elect to convert the benefit otherwise payable to him under the provisions of this Section 3 into an optional benefit of equivalent actuarial
value as provided in one of the options set forth below;
|
(c)
|
Such equivalent actuarial value shall be defined as set forth in Item 1 of Appendix A of the Wiley Basic Plan.
|
(d)
|
Notwithstanding the foregoing, subject to the provisions of Section 409A of the Code, a Participant's election to receive his benefit payable
under Section 3.1, 3.2 or 3.4 (or if applicable, Section 5) hereof in
an optional form as described in paragraph (b) above shall be effective as of the Participant's Benefit Commencement Date, provided that the Participant makes and submits to the Committee his election of such optional form prior to his
Benefit Commencement Date. A Participant who fails to elect an optional form of benefit payment in a timely manner shall receive his benefit in accordance
with paragraph (a) of this Section 3.5.
|
3.6
|
Timing of Payment for "Specified Employees"
|
4.1
|
In the event there is a Change of Control as hereinafter defined and, within two years following such Change of Control (a) the Participant's
employment is terminated by the Company except for "Cause", or (b) the Participant incurs a Separation from Service for "Good Reason" as those terms are hereinafter defined, then notwithstanding any other provisions (other than Section 3.6
hereof) of the 2005 SERP to the contrary and in lieu of any other benefit to which the Participant may be entitled under the 2005 SERP, the Participant shall be entitled, to a lump sum payment, payable, subject to the provisions of Section
3.6, within 60 days after such Separation from Service equal to the then present value of the Post Retirement Income to which the Participant would have been entitled on the date of such Separation from Service and, in the case of a
Participant who has not yet reached his Normal Retirement Age, unreduced for commencement prior to the Participant's Normal Retirement Date. In determining the Post Retirement Income Benefit for purposes of the preceding sentence, the
Wiley Basic Plan Benefit shall be deemed to be the annual benefit to which the Participant will be or is entitled at age 55 or the date of such Separation from Service, whichever is later. The present value of such payments shall be
determined by multiplying such Post Retirement Income Benefit, as determined pursuant to this Section 4.1, by the "Present Value Factor" as hereinafter defined.
|
4.2
|
"Change of Control" shall mean an event which shall
occur if there is: (i) a change in the ownership of the Corporation; (ii) a change in the effective control of the Corporation; or
|
4.3
|
Cause
|
4.4
|
Good Reason
|
(a)
|
an adverse change in the Participant's status or position(s) as an executive of the Company as in effect immediately prior to the Change of
Control, including, without limitation, any adverse change in his status or position as a result of a material diminution in his duties or responsibilities or a material change in his business location or the assignment to him of any duties
or responsibilities which are inconsistent with such status or position, or any removal of the Participant from or any failure to reappoint or reelect him to any office or position previously held;
|
(b)
|
a reduction by the Company in Participant's base salary as in effect immediately prior to the Change of Control or in the number of vacation days
to which Participant is then entitled under the Company's normal vacation policy as in effect immediately prior to the Change of Control;
|
(c)
|
the taking of any action by the Company (including the elimination of a plan without providing substitutes therefore or the reduction of
Participant's awards thereunder) that would substantially diminish the aggregate projected value of the Participant's awards under the Company's incentive, bonus, stock option or restricted stock plans in which the Participant was participating at the time of a Change of Control of the Company;
|
(d)
|
the taking of any action by the Company that would substantially diminish the aggregate value of the benefits provided the
Participant under the Company's medical, health, accident, disability, life insurance, thrift or retirement plans in which the Participant was participating at the time of a Change of Control of the Company; or
|
(e)
|
substantial and continuing harassment of the Participant by other Company personnel, including but not limited to verbal abuse, insulting or
demeaning verbal and written communications, and orders or directions which are clearly inappropriate to Participant's executive status, provided the Participant gives the Company written notice of such harassment in reasonable detail and
the Company fails to promptly take corrective action to stop such harassment.
|
4.5
|
The "Present Value Factor" is the factor which when applied to an annual payment, would represent the equivalent actuarial value to receive such
amount annually for life when computed on the basis of the IRS Mortality Table and the IRS Interest Rate. The "IRS Mortality Table" shall mean the mortality table prescribed by the Secretary of Treasury under Section 417(e)(3)(A)(ii)(I) of
the Code as in effect on December 31, 2007. The "IRS Interest Rate" is the annual rate of interest on 30 year Treasury Securities as published by the Commissioner of Internal Revenue in the calendar month preceding the month in which the
Participant's Separation from Service occurs.
|
4.6
|
Notice of Termination
|
4.7
|
In the event the amount which a Participant is entitled to receive pursuant to Section 4.1 hereof is not paid in full to the Participant within
60 days after his Separation from Service, or, if later, in accordance with the provisions set forth in Section 3.6 hereof, then the Participant shall also be entitled to recover from the Company reasonable legal expenses and disbursements
incurred in establishing his right to and collecting such amount.
|
4.8
|
The provisions of this Section 4 shall not apply to any Participant who would be deemed an individual described in Section 422A(b)(6) of the
Code, as presently in effect (relating to an individual who, directly and by attribution, is deemed to own more than 10% of the voting power of a corporation).
|
|
5.1 (a) |
In the event a Participant who is actively employed by the Corporation or an Affiliate becomes Disabled, as that term is hereinafter defined, prior to his Normal
Retirement Date, then notwithstanding any other provision of the 2005 SERP to the contrary and in lieu of any other benefit to which the Participant may be entitled under the 2005 SERP, the Participant shall be entitled to a lump sum
payment, payable within 60 days after the Committee's determination regarding such disability is finalized, equal to the then present value of the Post Retirement Income Benefit determined under Section 3.1 hereof on the basis of the
Participant's Average Highest Compensation and Years of Benefit Service as of his Disability Date (as that term is herein defined) or June 30, 2013, if earlier, unreduced for commencement prior to the Participant's Normal Retirement Date.
The present value of such payments shall be determined by multiplying such Post Retirement Income Benefit, as determined pursuant to this Section 5.1 by the Present Value Factor as defined below. Notwithstanding the foregoing a Participant
may elect in accordance with procedures established by the Committee to receive all or any portion of such Disability in the form of an annuity as described in Section 3.6(a) hereof To be effective such election must be completed and
submitted to the Company no later than December 31, 2008, of if later within 30 days of the date such Participant first becomes eligible for the SERP or any other nonqualified plan maintained by the Corporation or an Affiliate that is
required to be aggregated with the SERP under the provisions of Section 409A of the Code.
|
(b)
|
The "Present Value Factor" solely for purposes of this Section 5.1 is the factor which when applied to an annual payment, would represent the
equivalent actuarial value to receive such amount annually for life when computed on the basis of the IRS Mortality Table and the IRS Interest Rate. The "IRS Mortality Table" shall mean the mortality table prescribed by the Secretary of Treasury under Section 417(e)(3)(A)(ii)(I) of the Code as in effect on December 31, 2007. The "IRS Interest Rate" is the
annual rate of interest on 30 year Treasury Securities published by the Commissioner of Internal Revenue in the calendar month preceding the month in which the Participant's Disability Date occurs.
|
(c)
|
For purposes of this Section 5, a Participant is considered Disabled if such Participant meets the requirements of Treasury Regs Section
1.409a-3(i)(4) and any subsequent guidance thereto. The Participant's Disability Date shall be the date determined by the Committee on a basis uniformly applicable to all persons similarly situated.
|
6.1
|
The Committee shall have the exclusive responsibility and complete discretionary authority to interpret the 2005 SERP, to adopt, amend, and
rescind rules and regulations for the administration of the 2005 SERP, and generally to operate, manage and administer the 2005 SERP and to make all determinations in connection with the 2005 SERP as may be necessary or advisable. All such
actions of the Committee shall be conclusive and binding upon all Participants and Beneficiaries. The Committee may employ and rely on such legal counsel, actuaries, accountants and agents as it may deem advisable to assist in the
administration of the Plan
|
6.2
|
To the extent permitted by law, all agents and representatives of the Committee shall be indemnified by the Company and held harmless against any claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims
arising from gross negligence, willful neglect or willful misconduct.
|
7.1
|
The Plan may not be terminated or suspended or modified or amended in any manner which adversely affects any Participant at any time after a Change of Control (as defined in Section 4.2 hereof) shall have occurred. Subject to the foregoing provisions of this Section 7.1, the Board may, in
its sole discretion, terminate, suspend or amend the Plan at any time or from time to time, in whole or in part. However, no termination, suspension or amendment of the Plan may adversely affect a Participant's accrued benefit under the
Plan, or adversely affect a retired Participant's right or the right of a Beneficiary to receive or to continue to receive a benefit in accordance with the Plan as in effect on the date immediately preceding the date of such termination,
suspension or amendment. In the event of such suspension or termination, the Company shall continue to maintain the Plan until all benefits under the Plan are distributed in accordance with the Participant's elections and the provisions of
Section 409A of the Code, the regulations promulgated thereunder and other applicable guidance.
|
7.2
|
Nothing contained herein will confer upon any Participant
the right to be retained in the service of the Corporation or any Affiliate, nor will it interfere with the right of the Corporation or any Affiliate to
discharge or otherwise deal with Participants without regard to the existence of the Plan.
|
7.3
|
The Company may fund its obligations under the Plan by purchasing
certain insurance policies on the lives of the Participants. In the event the Company does fund its obligation under the Plan it shall have no obligation
to continue to do so in the future or to continue any such policies in effect. No Participant or Beneficiary shall have any interest whatsoever in any such policies, which shall be the sole property of the Company. Participants and their
Beneficiaries shall look solely to the general credit of the Company for payment of benefits under the Plan. The Company reserves the right to establish one or more trusts to provide alternative sources of benefit payments under the Plan.
The existence of any such trust or trusts shall not relieve the Company of any liability to make benefit payments under the Plan, but to the extent any benefit payments are made from any such trust, such payment shall be in satisfaction of
and shall reduce the Company's liabilities under this Plan.
|
8.1
|
Notwithstanding any other provision of the 2005 SERP except for the provisions of Section
|
8.2
|
hereof, to the contrary, no payments or further payments will be made under the 2005 SERP to a Participant or to his Beneficiary if, (a) the Participant, directly or indirectly, during the 24-month period after his Separation from Service, is employed
by, renders services to or participates in the management, operation or control of, or serves as advisor or consultant to any business enterprise which is engaged in any type of business activity conducted by the Corporation or any of its
subsidiaries at the time of such termination of employment and which enterprise is in direct and substantial competition with the Corporation or any such subsidiary, or (b) during the period of Participant's employment at the Corporation
and its Affiliates and for twelve months following his Separation from Service, the Participant does not, either on his own behalf or on behalf of any other person or entity, directly or indirectly, (i) solicit any person or entity that is
a customer of the Corporation or its Affiliates, or has been a customer of the Corporation or its Affiliates during the prior twelve (12) months, to purchase any products or services the Wiley Companies provides to the customer, or (ii) interfere with any of the Corporation or its Affiliates business relationships.
|
9.1
|
Nonalienation
|
9.2
|
Funding
|
9.3
|
Facility of Payment
|
9.4
|
Withholding of Taxes
|
9.5
|
Expenses. All administrative expenses of the 2005 SERP
and all benefits under the 2005 SERP shall be paid from the general assets of the Company.
|
9.6
|
Mergers/Transfers
|
9.7
|
Claims Procedure
|
9.8
|
Acceleration of or Delay in Payments
|
9.9
|
Indemnification
|
(c)
|
the act or failure to act shall have occurred
|
(i)
|
in the course of the person's service as an officer, employee or agent of the Corporation or an Affiliate or as a member of the Committee, or as
the Plan Administrator, or
|
(ii)
|
in connection with a service provided with or without charge to the Plan or to the Participants or Beneficiaries of the Plan, if such service was
requested by the Committee or the Plan Administrator; and
|
(d)
|
the act or failure to act is in good faith and in, or not opposed to, the best interests of the Corporation and its Affiliates.
|
9.10
|
Compliance
|
9.11
|
Construction
|
(a)
|
The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management or highly
compensated employees and therefore exempt from the requirements or Sections 201, 301 and 401 or ERISA. All rights hereunder shall be governed by and construed in accordance with the laws of the State of New York.
|
(b)
|
The captions preceding the sections and articles hereof have been inserted solely as a matter of convenience and in no way define or limit the
scope or intent of any provisions of the Plan.
|
I.
|
Modification to Part B of the SERP as
applicable to Mr. Mark J. Allin
|
1.
|
All compensation used in determining Mr. Allin's SERP benefit will be denominated in pounds sterling.
|
2.
|
The UK retirement benefits, (e.g., the annual retirement benefit payable to Mr. Allin or on his behalf from the John Wiley & Sons Limited Retirement Benefits Scheme) used in
determining Mr. Allin's SERP benefit will be determined as of June 30, 2013 and will be denominated in pounds sterling.
|
3.
|
All benefits payable to or on behalf of Mr. Allin under the terms of the SERP shall be denominated and paid in pounds sterling.
|
4.
|
Notwithstanding any provision in the SERP, "Years of Benefit Service" as set forth in Section 1.23 of Part B of the SERP shall include (i) all
years of Mr. Allin's employment with the Company or any Affiliated Company (as defined in the Wiley Basic Plan) rendered on and after May 1, 2010 and prior to July 1, 2013 as a participant of the SERP and (ii) with respect to his period of
employment with the Company or any Affiliated Company (as defined in the Wiley Basic Plan) prior to May l, 2010, all periods of such employment rendered as an employee of the Company or such Affiliated Company.
|
II.
|
Modification to Part B of the SERP as applicable to Mr. Stephen M. Smith
|
1.
|
Section 1.14 "Other Retirement Income" shall mean: (i) the annual benefit payable to Mr. Smith from the Nonqualified Supplemental Benefit Plan of John Wiley & Sons, Inc., determined
as of June 30, 2013 (ii) the annual retirement benefit payable to Mr. Smith from The John Wiley & Sons Limited Retirement Benefits Scheme computed in
accordance with the terms of such plan and determined as of June 30, 2013, and
|
2.
|
Section 1.23 "Years of Benefit Service" shall mean Mr. Smith's Benefit Service as defined in Section 3.02 of the Wiley Basic Plan earned on and
after June 1, 2009 and prior to June 30, 2013 plus with respect to his period of employment with the Company prior to June 1, 2009, all periods of service rendered as an employee of the Company or any Affiliated Company (as defined in the
Wiley Basic Plan).
|
PAGE
|
||
SECTION I – PURPOSE
|
1
|
|
SECTION 2 – DEFINITIONS
|
2
|
|
SECTION 3-PARTICIPANTS
|
4
|
|
SECTION 4 -AMOUNT OF SUPPLEMENTAL BENEFIT
|
5
|
|
SECTION 5 – PAYMENT
|
7
|
|
SECTION 6 - CHANGE OF CONTROL
|
13
|
|
SECTION 7 – NONASSIGNABILITY
|
14
|
|
SECTION 8-RIGHT TO DISCHARGE
|
14
|
|
SECTION 9 - FUNDING AND GENERAL PROVISIONS
|
15
|
|
SECTION 10 - SIGNATURE AND VERIFICATION
|
19
|
|
APPENDIX A
|
20
|
2.1
|
"Benefit Commencement Date" shall mean "Benefit Commencement Date" as such term is defined in the SERP.
|
2.2
|
"Change of Control" shall mean ''Change of Control" as defined in the SERP.
|
2.3
|
"Designated Beneficiary" shall have the meaning as set forth in Section 9.5.
|
2.4
|
"Disability Supplemental Benefit" shall mean the Participant's benefit calculated under provisions of Section 4.2.
|
2.5
|
"Disabled" shall mean "Disabled" as such term is defined in the SERP.
|
2.6
|
"Grandfathered Supplemental Benefit" shall mean with respect to a Participant who (i) terminated employment with the Company (as defined in the
Retirement Plan) and all Affiliated Companies prior to January 1, 2005, or (ii) was employed by the Company on April 1, 2005 and who as of that date was a participant in the SERP and was (1) a member of the Board of Directors or (2) a 5%
owner of the Corporation (as defined in Code Section 416), or (iii) was within two years of attaining age 65, the portion of his Supplemental Benefit that was accrued and vested before January 1, 2005, determined under provisions of the
Supplemental Plan without regard to any amendments after October 3, 2004 which would constitute a material modification under Code Section 409A purposes, and the provision of Code Section 409A, the regulations promulgated thereunder and
other applicable guidance and procedures based on actuarial equivalent assumptions chosen by the Benefits Administration Board in accordance with Code Section 409A.
|
2.7
|
"Separation from Service" shall mean "Separation from Service" as such term is defined in the SERP.
|
2.8
|
"SERP" shall mean the John Wiley & Sons, Inc. Supplemental Executive Retirement Plan, as amended from time to time. "1989
SERP" shall mean Part A of the SERP and "2005 SERP" shall mean Part B of the SERP.
|
2.9
|
"Specified Employee" shall mean "Specified Employee" as such term is defined under the SERP.
|
2.10
|
"409A Supplemental Disability Benefit" shall mean the portion, if any, of a Participant's benefit calculated under the provision of Section 4.2
hereof that exceeds the amount of his Grandfathered Supplemental Benefit.
|
2.11
|
"409A Supplemental Benefit" shall mean the portion, if any, of a Participant's benefit calculated under the provisions of Section 4.1 hereof that
exceeds the amount of his Grandfathered Supplemental Benefit.
|
2.12
|
"Supplemental Benefit" shall mean the Participant's benefit calculated under the provisions of Section 4.1 hereof.
|
4.1
|
Except as otherwise provided in Appendix A, each eligible Participant shall receive a Supplemental Benefit equal to the excess, if any, of (a)
the benefit which would be payable to the Participant or, in the event of the Participant's death while in the employ of the Company or an Affiliated Company payable to his Beneficiary, under the Retirement Plan, if the benefit determined
as of the Participant's Separation from Service was computed on the basis of his Benefit Service, under the Retirement Plan accrued prior to July 1, 2013 and any additional service rendered with an acquired company prior to its acquisition
approved by the Company to be recognized in the calculation of any Company retirement benefits paid to such Participant, and without regard to (i) the limitation of Section 4.08 of the Retirement Plan (relating to the limitation on benefits
required by Section 415 of the Code), (ii) the limitation in Sections 1.12 and 1.42 of the Plan (relating to the limitation on the amount of Compensation and Total Compensation required by Section 401(a)(17) of the Code), and (iii) any
comparable limitations which may hereafter be imposed by law, over (b) the amount of the benefit which would have been payable under the Retirement Plan to the Participant (or his Beneficiary) for his lifetime based on such Participant's
Benefit Service, Compensation and Total Compensation determined under the provisions of the Retirement Plan as of the earlier of his date of termination of employment or June 30, 2013, assuming such benefit commences on the date set forth
in section 5.1(a).
|
4.2
|
Notwithstanding any provisions of this Supplemental Plan to the contrary, if Participant who is currently employed by the
Company or an Affiliated Company becomes Disabled prior to the earliest of (i) his Normal Retirement Date, (ii) date of Separation from Service or (iii) July 1,
2013, he shall be entitled to a Disability
|
5.1
|
Timing of Payment
|
(a)
|
Subject to the provisions of this Section 5.1 and Section 5.4 below, payment of a Participant's 409A Supplemental Benefit
will commence on the first day of the month following the later of (i) the Participant's attainment of age 65 (age 55, if he has completed ten or more Years of Service on his Separation from Service) or (ii) his Separation from Service.
|
(b)
|
Notwithstanding the foregoing if a Participant has made an effective election under
|
(i)
|
Section 3.2(c) or 3.4(c) of the 1989 SERP to delay the payment of his 1989 SERP 409A Additional Benefit, or (ii) Section 3.2(d) or 3.4(d) of the 2005 SERP to delay the payment of his 2005 SERP Income Benefit, whichever is applicable, such Participant’s 409A Supplemental
Benefit shall commence, in accordance with such election, at the same time as such Participant’s 1989 SERP 409A Additional Benefit or 2005 SERP Income Benefit, whichever is applicable commences,
|
(c)
|
Notwithstanding the foregoing, a Participant's 409A Supplemental Benefit payable pursuant to the provisions of Section 4.2
shall commence as of the first day of the month following the Participant's Disability Date.
|
(d)
|
Upon the death of a Participant prior to his Benefit Commencement Date, the portion of a survivor benefit payable to the Participant's Designated
Beneficiary attributable to a Participant's 409A Survivor Benefit shall commence as of the first day of the month following the date the Participant would have attained age 55 or his date of death, if later.
|
(e)
|
Notwithstanding any other provision of the Supplemental Plan to the contrary, if the present value of the Participant's benefits under the
Supplemental Plan payable to a participant under Section 4.1 (and, if applicable, payable under the provisions of the SERP) is equal to or less than the applicable dollar amount under Section
|
5.2
|
Form of Payment
|
(a)
|
Except as otherwise provided in Section 5.3, unless a Participant has made an effective election under paragraph (b) below of
an optional form of payment, the 409A Supplemental Benefits payable to a Participant under Section 4.1 shall be paid in the form of a single life annuity for the life of the Participant.
|
(b)
|
Subject to paragraph (d) below, a Participant may elect to convert the portion of the benefit otherwise payable to him under the provisions of
this Section 5, which is to be paid in the form of a life annuity, into an optional benefit of Equivalent Actuarial value as provided in one of the options set forth below:
|
(c)
|
Such Equivalent Actuarial value shall be defined as set forth in Item I of Appendix A of the Retirement Plan.
|
(d)
|
Notwithstanding the foregoing, subject to the provisions of Section 409A of the Code, a Participant's election to receive the
portion of his Supplemental Benefit payable under Section 4.1 in the form of a life annuity in an optional form as described in paragraph (b) above shall be effective as of the Benefit Commencement Date applicable to that portion of the
Participant's benefit, provided that the Participant makes and submits to the Committee his election of such optional form prior to his Benefit Commencement Date. A Participant who fails to elect an optional form of benefit payment in a
timely manner shall receive his benefit in accordance with paragraph (a) of this section 5.2.
|
(e)
|
Notwithstanding the foregoing and except as otherwise provided in Section 5.3, a Participant's 409A Supplemental Disability
Benefit determined under Section 4.2 shall be paid in a single lump sum payment equal to the then equivalent actuarial value of the 409A Supplemental Disability Benefit. For purposes of this clause (e),
|
5.3
|
Special Provision Applicable to Certain Members of the SERP
|
(a)
|
Notwithstanding any Supplemental Plan provision to the contrary, payment of the 409A Supplemental Benefit payable to a
Participant who is a member of the 1989 SERP on January 1, 2009, shall be paid in the same form as the Participant's 409A Additional Benefit, if any, (as defined in the 1989 SERP) is paid pursuant to the provisions of Section 3.5(b)(i) of
the 1989 SERP. The 409A Supplemental Benefit paid under this Section shall be of Equivalent Actuarial value to the Participant's 409A Supplemental Benefit payable over his lifetime as determined under
|
(b)
|
(i) Notwithstanding any provision of the Supplemental Plan to the contrary, if a Participant who is entitled to a benefit under Section 5.1 of
the 2005 SERP has made an election under Section 5.l(a) of the 2005 SERP to receive such benefit in the form of a life annuity, the Participant's 409A Supplemental Disability Benefit payable pursuant to Section 4.2 shall be paid in the
form of a life annuity, unless the Participant has made a valid optional annuity form of payment election under Section 5.2 hereof.
|
(c)
|
Notwithstanding any Supplemental Plan provision to the contrary, the survivor benefit payable hereunder to a Participant's Designated Beneficiary
due to the death of the Participant prior to his Separation from Service, shall be paid in the same form as any Pre-Retirement Survivor Benefit attributable to such Participant's 409A Additional Benefit (as defined in the 1989 SERP) is paid
under the SERP. The survivor benefit payable under this paragraph (c) shall be of Actuarial Equivalent value (as defined in Section 6.3) to the survivor benefit attributable to the Participant's 409A Supplemental Benefit that would have
been payable for the life of the Designated Beneficiary.
|
5.4
|
Timing of Payment for "Specified Employees"
|
5.5
|
Grandfathered Supplemental Benefits
|
6.1
|
Notwithstanding the foregoing, upon the occurrence of a Change of Control (as such term is defined in Section 4.2 of the 2005 SERP), all former
Participants or Beneficiaries of former Participants then receiving or then entitled to receive a 409A Supplemental Benefit or 409A Supplemental Disability Benefit under Section 4 of the Supplemental Plan shall automatically receive, in a
single lump sum payment, the actuarial equivalent value of the remaining 409A Supplemental Benefit or 409A Supplemental Disability Benefit payments due to such former Participant or Beneficiary as of the date the Change of Control occurs.
If such former Participant (or Beneficiary) dies after the Change of Control occurs but before receiving such single lump sum payment, the single lump sum payment shall be made to the Participant's Designated Beneficiary, otherwise to his
estate.
|
6.2
|
Notwithstanding any Plan provision to the contrary, upon a Participant's Separation from Service for any reason within two
years following the date a Change of Control occurs, such Participant shall automatically receive, in a single lump sum payment, the actuarial equivalent value of his Supplemental Benefit accrued under Section 4 of the Supplemental Plan as
of his date of Separation from Service. If such Participant dies after his Separation from Service within two years of a Change of Control but before receiving
such single lump sum payment, such single lump sum payment shall be made to his Designated Beneficiary, otherwise to his estate.
|
6.3
|
The amount of a single lump sum payment made pursuant to the provisions of this Section 6 shall be calculated in the same
manner and on the same actuarial equivalent basis utilized to calculate a lump sum payment under Option 6 as set forth in Section 5.02 of the Retirement Plan. The
lump sum payment shall be based on the age of the former Participant or Beneficiary on the date the Change of Control occurs or the date of the Participant's Separation from Service with the Company and all Affiliated Companies, if later.
The calculation of the lump sum payment hereunder represents a complete settlement of all benefits accrued on the Participant's (or former Participant's) behalf under the Supplemental Plan.
|
6.4
|
Notwithstanding the foregoing, Section 3(b) of the Supplemental Plan as in effect on October 3, 2004 shall be applicable to a Participant's
Grandfathered Supplemental Benefit, except that the definition of the term "Change of Control" (as defined therein) shall be revised to be the later of a "Change of Control" (as such term is defined in Section 4.2 of the 2005 SERP or a
"Change of Control" as defined in Section 3(b) of the Supplemental Plan as in effect on October 3, 2004 without regard to any amendments after such date which would constitute a material modification for purposes of Section 409A of the
Code.
|
9.1
|
Funding
|
9.2
|
No special or separate fund shall be established, and no segregation of assets shall be made, to assure the payments thereunder. No Participant
hereunder shall have any right, title, or interest whatsoever in any specific assets of the Corporation. Nothing contained in the Supplemental Plan and no action taken pursuant to its provisions shall create or be construed to create a
trust of any kind or a fiduciary relationship between the Corporation and a Participant or any other person. To the extent that any person acquires a right to receive payments under the Supplemental Plan, such right shall be no greater than
the right of any general unsecured creditor of the Corporation.
|
9.3
|
Facility of Payment
|
9.4
|
Acceleration of or Delay in Payments,
|
9.6
|
Administration
|
9.7
|
Withholding of Taxes
|
9.8
|
Mergers/Transfers
|
9.9
|
Amendment or Termination of Supplemental Plans
|
9.10
|
Compliance
|
9.11
|
Construction
|
(a)
|
The Supplemental Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of
management or highly compensated employees and therefore exempt from the requirements or Sections 201, 301 and 401 of ERISA. All rights hereunder shall be governed by and construed in accordance with the laws of the State of New York
|
(b)
|
The captions preceding the sections and articles hereof have been inserted solely as a matter of convenience and in no way
define or limit the scope or intent of any provisions of the Supplemental Plan.
|
A.
|
The Members listed below shall be eligible for the following annual Additional Supplemental Benefit, commencing as of May 1,
2008:
|
Additional Supplemental Benefit
|
Form of Payment
|
||||
Collins, Kenneth
|
$
|
12,894.72
|
100% Joint & Survivor Annuity*
|
||
Higham, J.E. Adrian
|
$
|
10,374.24
|
Life Annuity
|
||
McMullin, Ruth
|
$
|
8,196.60
|
Life Annuity
|
B.
|
Effective as of October 1, 2009, the provisions of this Part B of this Appendix A are applicable only to Mr. Gregory St. John.
|
1.
|
If Mr. St. John (a) incurs a Separation from Service for any reason, on or after the date he attains the age of 62, and regardless of his length of service at the time of such
Separation from Service, or (b) is involuntarily terminated from employment by the Company except for "Cause" (as such term is defined in Section 4.3 of Part B
of the SERP) prior to attaining age 62, or (c) dies prior to incurring a Separation from Service, Mr. St. John shall be entitled to receive an additional supplemental benefit ("Additional Supplemental Benefit"). Such Additional
Supplemental Benefit shall be equal to the difference, if any, between (x) the benefit calculated under the provisions of Section 4.1(a) of the Supplemental Plan based on (i) his years of Benefit Service as defined in and accrued under the terms of the Employees' Retirement Plan of John Wiley & Sons, Inc. (the "Retirement Plan") as of the date of his Separation from
Service or June 30, 2013, if earlier plus (ii) the additional years of Benefit Service he would have accrued if the period of his employment with Allen R. Liss
Company prior to June 16, 1989 was recognized as Benefit Service under the terms of the Retirement Plan, and (y) the benefit calculated under the provisions of Section 4.l(a) of the Supplemental Plan based on his actual years of Benefit
Service accrued under the terms of the Retirement Plan as of the date of his Separation from Service or June 30, 2013, if earlier.
|
2.
|
Any Additional Supplemental Benefit payable under the provisions of this Part B of Appendix A shall be paid pursuant to the
provisions of Section 5 of the Supplemental Plan in the same form and at the same time as the Supplemental Benefit, if any, payable to, or on behalf of, Mr. St John under the provisions of Section 4 of the Excess Plan.
|
C.
|
Effective as of August 1, 2010, the provisions of this Part C of this Appendix A are applicable only to Mr. William B. Zerter.
|
1.
|
If Mr. Zerter incurs a Separation from Service (as such term is defined in Section 2.6 of the Excess Plan) for any reason on or after the date he attains the age of 65, and regardless of his length of service at the
time of such Separation from Service, he shall be entitled to receive an annual supplemental benefit in addition to any supplemental benefit payable under the provisions
|
2.
|
If Mr. Zerter incurs a Separation from Service for any reason prior to the date he attains the age of 65, he shall be entitled
to a reduced Additional Supplemental Benefit equal to
|
3.
|
The Additional Supplemental Benefit payable to Mr. Zerter under the provisions of this Part C of Appendix A shall be paid
pursuant to the provisions of Section 5 of the Supplemental Plan in the same form and at the same time as a Supplemental Benefit, if any, payable to, or on behalf of, Mr. Zerter under the provisions of Section 4 of the Supplemental Plan.
|
PAGE
|
||
ARTICLE 1. DEFINITIONS
|
1
|
|
ARTICLE 2. PARTICIPATION
|
5
|
|
ARTICLE 3. DEFERRALS
|
7
|
|
ARTICLE 4. COMPANY CONTRIBUTIONS
|
10
|
|
ARTICLE 5. MAINTENANCE OF ACCOUNTS
|
14
|
|
ARTICLE 6. PAYMENT OF BENEFITS
|
16
|
|
ARTICLE 8. GENERAL PROVISIONS
|
22
|
|
ARTICLE 9. SIGNATURE AND VERIFICATION
|
28
|
|
APPENDIX A
|
29
|
1.01
|
“Accounts” shall mean the Deferral
Account, the Company (Pre-2014) Matching Account, the Excess Company Contribution Account, the Grandfathered Deferral Account, and the Grandfathered Company Account maintained by the Company to record the payment obligations of the Company
to a Participant as determined under the terms of the Plan.
|
1.02
|
“Administrative Committee” shall
mean the person or persons appointed by the Board of Directors to administer the Plan as provided in Section 8.01.
|
1.03
|
“Affiliate” shall mean any company which
is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which also includes as a member John Wiley & Sons, Inc.; any trade or business under common control (as defined in Section 414(c) of the Code)
with John Wiley & Sons, Inc.
|
1.04
|
“Base Salary” shall mean the
Participant’s annual base fixed compensation paid periodically during the calendar year, determined prior to any pre-tax contributions under a “qualified cash or deferred arrangement” (as defined under Section 401(k) of the Code and its
applicable regulations), under a “cafeteria plan” (as defined under Section 125 of the Code and its applicable regulations or pursuant to a qualified transportation fringe under Section 132(f) of the Code), but excluding any Bonus or other
form of special pay.
|
1.05
|
“Beneficiary” shall mean the person or
persons designated by a Participant pursuant to the provisions of Section 6.06, in a time and manner determined by the Administrative Committee to receive the amounts, if any, payable under the Plan upon the death of the Participant.
|
1.06
|
“Bonus” shall mean a cash Performance Bonus.
|
1.07
|
“Board of Directors” or “Board” shall mean
the Board of Directors of John Wiley & Sons, Inc.
|
1.08
|
“Change of Control” shall
mean “Change of Control” as such term is defined under the terms of the John Wiley & Sons Inc. Supplemental Executive Retirement Plan as amended and restated effective as of January 1, 2014, provided that an event shall constitute a
Change of Control for purposes hereof only if it also qualifies as a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, each as determined pursuant to
Section 409A of the Code.
|
1.09
|
“Code” shall mean the Internal Revenue Code
of 1986, as amended from time to time.
|
1.10
|
“Company” shall mean John Wiley &
Sons, Inc., a New York corporation, and any successor thereto, with respect to its employees and such Affiliates authorized by the Board of Directors to participate in the Plan, with respect to their employees.
|
1.11
|
“Company (Pre-2014) Matching Account” shall
mean the bookkeeping account (or subaccount(s)) maintained for each Participant to record the amount of Company Contributions that are either (i) credited to a Participant in accordance with Section 4.01 on or after January 1, 2005 and
prior to January 1, 2014 or (ii) which were credited prior to January 1, 2005 but become vested on or after January 1, 2005, adjusted pursuant to Article 5.
|
1.12
|
“Company Contributions” shall mean the
amount of contributions credited on behalf of a Participant pursuant to Section 4.01.
|
1.13
|
“Compensation” shall have the meaning set
forth in the Savings Plan.
|
1.14
|
“Compensation Committee” shall mean the
Executive Compensation & Development Committee of the Board of Directors (formerly known as the Governance and Compensation Committee).
|
1.15
|
“Deferral Account” shall mean the
bookkeeping account (or subaccount(s)) maintained for each Participant to record the amount of Base Salary and/or Bonus deferred on his behalf in accordance with Article 3 on or after January 1, 2005, adjusted pursuant to Article 5.
|
1.16
|
“Deferral Agreement” shall
mean the completed agreements, including any amendments, attachments and appendices thereto, in such form approved by the Plan Administrator, between an Eligible Executive and the Company, under which the Eligible Executive agrees to defer
a portion of his Base Salary or Bonus under the Plan.
|
1.17
|
“Deferrals” shall
mean the amount of deferrals credited to a Participant pursuant to Section 3.02.
|
1.18
|
“Effective Date” shall
mean March 1, 1995.
|
1.19
|
“Eligible Employee”
shall mean an Employee of the Company who (i) with respect to the Plan Year commencing January 1, 2013 is eligible to participate in the Plan as provided in Section 2.01(d), and (ii) with respect to Plan Years commencing on or after January
1, 2014 is eligible to participate in the Plan as provided in Section 2.01(e).
|
1.20
|
“Eligible Executive” shall mean a common
law employee of the Company who is a member of a “select group of management or highly compensated employees” and who (i) with respect to Plan Years commencing prior to January 1, 2014 is designated as eligible to participate in this Plan
by the Compensation Committee, and (ii) with respect to Plan Years beginning on or after January 1, 2014 is eligible to make a deferral election under the Plan as provided in Section 2.01(a), 2.01(b) or 2.01(c).
|
1.21
|
“Employee” shall have the meaning set forth
in the Savings Plan.
|
1.22
|
“ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as amended from time to time.
|
1.23
|
“Excess Company Contribution Account” shall
mean the bookkeeping account (or subaccount(s)) maintained for each Participant to record the amount of Excess Company Contributions that are credited to a Participant in accordance with Section 4.02 on or after July 1, 2013, as adjusted
pursuant to Article 5.
|
1.24
|
“Excess Company Contributions”
shall mean the amount of contributions credited on behalf of an Eligible Employee pursuant to Section 4.02.
|
1.25
|
“Grandfathered Company Account” shall mean
the bookkeeping account (or subaccount(s)) maintained for a Participant to record the amount of Company Contributions credited to a Participant in accordance with Article 4 prior to January 1, 2005, which were vested as of December 31,
2004, adjusted pursuant to Article 5.
|
1.26
|
“Grandfathered Deferral Account” shall
mean the bookkeeping account (or subaccount(s)) maintained for each Participant to record the amount of Base Salary and/or Bonus deferred in accordance with Article 3 prior to January 1, 2005, adjusted pursuant to Article 5.
|
1.27
|
“Participant” shall mean, except as
otherwise provided in Article 2, each Eligible Executive who has executed a Deferral Agreement pursuant to the requirements of Section 2.01 and each Eligible Employee who has an amount credited to the Plan on his behalf pursuant to Article
4.
|
1.28
|
“Performance Bonus” shall mean the
amount, if any, awarded to a common law employee of the Company under the Company’s performance bonus program, long-term bonus program or other bonus program approved by the Compensation Committee, including but not limited to the Executive
Annual Incentive Plan and the Executive Long Term Incentive Plan; provided that such amounts qualify as performance-based compensation under Section 409A of the Code and the regulations promulgated thereunder.
|
1.29
|
“Performance Period” shall mean the period
of at least 12 months over which an individual and/or company performance criteria is measured for purposes of a Company bonus program.
|
1.30
|
“Plan” shall mean the
Deferred Compensation Plan of John Wiley & Sons, Inc. as set forth in this document, as it may be amended from time to time. However, to the extent permitted or required under Section 409A of the Code, the term Plan may in the
appropriate context also mean a portion of the Plan that is treated as a single plan under Treas. Reg. Section 1.409A-1(c), or the Plan or portion of the Plan and any other nonqualified deferred compensation plan or portion thereof that is
treated as single plan under such section.
|
1.31
|
“Plan Administrator” shall mean the
employees of the Company appointed by the Administrative Committee with the responsibilities set forth in this Plan.
|
1.32
|
“Plan Year” shall mean the calendar year,
except that the first Plan Year began on the Effective Date.
|
1.33
|
“Retirement” shall mean a Separation from
Service on or after the date a Participant has attained age 55.
|
1.34
|
“Retirement Plan” shall mean the
Employees’ Retirement Plan of John Wiley & Sons, Inc., as amended from time to time.
|
1.35
|
“Savings Plan” shall mean the John Wiley & Sons, Inc. Employees’ Savings Plan, as amended from time to time.
|
1.36
|
“Separation from Service”
shall mean a “Separation from Service” as such term is defined under the terms of the John Wiley & Sons Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2014.
|
1.37
|
“Specified Employee” shall mean “Specified
Employee” as such term is defined under the terms of the John Wiley & Sons Inc. Supplemental Executive Retirement Plan as amended and restated effective as January 1, 2014.
|
1.38
|
“Statutory Compensation Limitation” shall
mean the limitations set forth in Section 401(a)(17) of the Code as in effect each calendar year for the Savings Plan.
|
1.39
|
“Unforeseeable Emergency” shall mean a
severe financial hardship to a Participant resulting from (a) an illness or accident of the Participant or the Participant’s spouse, beneficiary or dependent (as defined in Section 152 of the Code, without regard to Section 152(b)(1),
(b)(2) and (d)(1)(B)), (b) loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to the home not otherwise covered by insurance) or (c) other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control of the Participant; provided, however, that an Unforeseeable Emergency shall only exist to the extent the severe financial hardship would constitute an Unforeseeable Emergency
under Section 409A of the Code, related regulations and other applicable guidance.
|
1.40
|
“Valuation Date” shall
mean the close of each business day on which the New York Stock Exchange is open for business, or such other day or days as the Plan Administrator may determine.
|
2.01
|
Eligibility
|
(a)
|
(i) An Employee of the Company who is at a salary grade 18 or higher (or such other salary grade designated by the Administrative
Committee) in the current Plan Year shall be an Eligible Executive with respect to the next-following Plan Year and may elect to participate in this Plan by executing a Deferral Agreement authorizing Deferrals with respect to his Base
Salary payable in the next- following Plan Year, provided such election is made by December 31st of the current Plan Year.
|
(ii)
|
Effective with respect to Plan Years beginning on and after January 1, 2014, an Employee who (1) was an Employee on the first day of the
Performance Period beginning in that Plan Year, and (2) is an Employee who on September 1st (October 1st for Plan Years beginning on and after January 1, 2016) of that same Plan Year (or such other date in that Plan
Year, as designated by the Administrative Committee, and in all events consistent with the requirements of Section 409A of the Code) is at a salary grade 18 or higher, shall be an Eligible Executive with respect to the Performance Period in
which such date occurs and may elect to participate in this Plan by executing a Deferral Agreement authorizing Deferrals with respect to his Bonus, if any, payable in the Plan Year following such September 1st or October 1st,
as applicable.
|
(b)
|
The Administrative Committee, may, in its sole discretion, designate other key employees of the Company or an Affiliate which has been authorized
by the Compensation Committee to participate in the Plan, who are members of a select group of management or highly compensated employees, as eligible to participate in the Plan pursuant to the provisions of Article 3.
|
(c)
|
(i) With respect to the Plan Year commencing on January 1, 2013 (the “2013 Plan Year”), an Employee who was a participant in the Retirement Plan
on June 30, 2013, shall be an Eligible Employee for the portion of the 2013 Plan Year beginning on July 1, 2013 during which he or she is eligible to participate in the Savings Plan and his Compensation during that portion of the 2013 Plan
Year exceeds the applicable pro-rata portion of the Statutory Compensation Limitation in effect for the 2013 Plan Year.
|
(ii)
|
With respect to the Plan Year commencing on January 1, 2013, an Employee who was employed by the Company on or after July 1, 2012 but is not a
participant in the Retirement Plan on June 29, 2013 shall be an Eligible Employee for the portion of the 2013 Plan Year during which he or she is eligible to participate in the Savings Plan during 2013 and his Compensation in that Plan Year
exceeds the Statutory Compensation Limitation in effect for the 2013 Plan Year.
|
(d)
|
Effective with respect to Plan Years commencing on or after January 1, 2014, an Employee shall be an Eligible Employee for the portion of any
Plan Year during which
|
(i)
|
the Employee is eligible to participate in the Savings Plan and (ii) the Eligible Employee’s Compensation
in that Plan Year exceeds the Statutory Compensation Limitation in effect for that particular Plan Year.
|
2.02
|
In General
|
(a)
|
An Eligible Executive shall become a Participant as of the earlier of (i) the date a Company Contribution or Excess Company Contribution is
credited on his behalf in accordance with Article 4 or (ii) the date such Eligible Executive first files an effective Deferral Agreement with the Plan Administrator or its delegate; provided, however, such Deferral Agreement shall be
effective for purposes of deferring Base Salary or Bonus only as provided in Article 3.
|
(b)
|
The Deferral Agreement shall be in writing (or in electronic format) and be properly completed in the format approved by the Plan Administrator
(or its delegate) who shall be the sole judge of the proper completion thereof. Such Deferral Agreement shall provide, subject to the limitation specified in Section 3.02, for the deferral of a portion of the Eligible Executive’s Base
Salary and Bonus and shall include such other provisions as the Administrative Committee deems appropriate.
|
(c)
|
An Eligible Employee shall become a Participant on the date a Company Contribution or Excess Company Contribution is credited on his behalf in
accordance with Article 4.
|
2.03
|
Termination of Participation
|
(a)
|
Participation shall cease upon termination of a Participant’s employment with the Company or his Separation from Service, if earlier, unless the
Participant is entitled to benefits under the Plan, in which event his participation shall terminate when those benefits are distributed to him.
|
(b)
|
Subject to the provisions of Section 3.01, a Participant shall only be eligible to have Deferrals or Company Contributions credited on his behalf
in accordance with Article 3 or 4, for as long as he remains an Eligible Executive. Subject to the provisions of Article 4, a Participant shall only be eligible to have Excess Company Contributions credited on his behalf in accordance with
Sections 4.02 for as long as he remains an Eligible Employee or Eligible Executive.
|
(c)
|
If a former Participant whose participation in the Plan ceased under Section 2.02(a) or 2.02(c) is reemployed or reinstated
as an Eligible Executive or Eligible Employee, the former Participant may again become a Participant in accordance with the provisions of Sections 2.01 and 2.02.
|
3.01
|
Deferral Elections
|
(a)
|
(i) Subject to the following provisions of this Section, prior to the close of an annual enrollment period established by the Administrative
Committee or its delegate in any Plan Year, an Eligible Executive may elect, subject to Section 3.02(a) below, to defer a portion of his Base Salary that is otherwise earned and payable in the next calendar year by filing a Deferral
Agreement with the Plan Administrator or its delegate. If an employee becomes an Eligible Executive after January 1 in any Plan Year, he may not elect to defer Base Salary for that year. If an employee is first employed by the Company
after the close of the annual enrollment period and becomes an Eligible Executive prior to the beginning of the next Plan Year, he may elect, subject to following provisions of this Section and Section 3.02(a) below, to defer a portion of
his Base Salary that is otherwise earned and payable in the next calendar year by filing a Deferral Agreement with the Plan Administrator or its delegate no later than the last business day of the Plan Year in which he became an Eligible
Executive.
|
(ii)
|
Subject to the following provisions of this Section, prior to the close of an annual enrollment period established by the Administrative
Committee or its delegate, an Eligible Executive who was employed on the first day of a Performance Period and who remains continuously employed through the date his Deferral Agreement is submitted, may elect to defer a portion of his Bonus
earned with respect to that Performance Period but which is otherwise payable in the next calendar year; provided the Deferral Agreement is filed with Plan Administrator or its delegate no later than six months before the end of the
applicable Performance Period.
|
(b)
|
The Eligible Executive shall submit the Deferred Agreement in the manner specified by the Plan Administrator and a Deferral Agreement that is not
timely filed shall be considered void and shall have no effect. The Plan Administrator shall establish procedures that govern deferral elections under the Plan, including the ability to make separate elections for Base Salary and Bonuses.
A Participant’s election to defer a portion of Base Salary for any Plan Year shall become irrevocable on the date established by the Administrative Committee or its delegate but no later than the last day of the calendar year preceding the
calendar year in which the Base Salary is earned. A Participant’s election to defer a portion of Bonus earned with respect to the Performance Period beginning in the Plan Year shall become irrevocable on the date established by the
Administrative Committee or its delegate, but no later than six months prior to the end of the applicable Performance Period. A Participant may revoke or change his election to defer a portion of Base Salary or Bonus at any time prior to
the date the election becomes irrevocable. Any such revocation or change shall be made in a form and manner determined by the Plan Administrator.
|
(c)
|
A Participant’s Deferral Agreement shall apply only with respect to Base Salary earned in the Plan Year following the Plan Year in which the
Deferral Agreement is filed with the Plan Administrator or its delegate under Section 3.01(a). A Participant’s Deferral Agreement shall only apply to a Bonus which is not readily ascertainable at the time the
|
(d)
|
If a Participant ceases to be an Eligible Executive after the date a deferral election becomes irrevocable but continues to be employed by the
Company, he shall continue to be a Participant and his Deferral Agreement currently in effect shall remain in force for the remainder of the applicable Plan Year or Performance Period, but such Participant shall not be eligible to defer any
portion of his Base Salary or Bonus earned in a subsequent Plan Year or Performance Period (as applicable) until such time as he shall once again become a Eligible Executive.
|
(e)
|
Notwithstanding anything in this Plan to the contrary, if an Eligible Executive
|
(i)
|
receives a withdrawal of deferred cash contributions on account of hardship from any plan which is maintained by the Company and which meets the
requirements of Section 401(k) of the Code, and
|
(ii)
|
is precluded from making contributions to such 401(k) plan for at least 6 months after receipt of the hardship withdrawal, the Eligible
Executive’s Deferral Agreements with respect to Base Salary or Bonus in effect at that time shall be cancelled. Any Base Salary or Bonus payment which would have been deferred pursuant to that Deferral Agreement but for the application of
this Section 3.01(e) shall be paid to the Eligible Executive as if he had not entered into the Deferral Agreement.
|
3.02
|
Amount of Deferral
|
(a)
|
An Eligible Executive may defer up to 25% of Base Salary and up to 100% of Bonus; provided the total amount of Bonus and Base Salary deferred in
a calendar year beginning prior to January 1, 2009 shall not exceed 25% of the sum of the Eligible Executive’s projected Base Salary for such calendar year and the Bonus received by the Eligible Executive in such calendar year.
|
(b)
|
At the direction of the Compensation Committee, the Administrative Committee may establish such other maximum or minimum
limits on the amount of Base Salary or Bonus which may be deferred and/or the timing of such deferral. Eligible Executives shall be given written notice of any such limits prior to the date they take effect.
|
3.03
|
Crediting to Deferral Account
|
3.04
|
Vesting
|
4.01
|
Amount of Company Contributions
|
4.02
|
Excess Company Contributions
|
(a)
|
Excess Basic Contributions:
|
(i)
|
With respect to the period commencing July 1, 2013 and ending December 31, 2013 the Company shall credit, in accordance with the provisions of
Section 4.03, to the Excess Company Contribution Account of a Participant who is an Eligible Executive or an Eligible Employee described in Section 2.01(d)(i) and who in either case is entitled to basic retirement contributions under
Section 3.04(a)(ii) of the Savings Plan, an Excess Basic Contribution equal to (1) three
|
(ii)
|
The Company shall credit each year, in accordance with the provisions of Section 4.03, to the Excess Company Contribution Account of a
Participant who is an Eligible Executive or Eligible Employee described in Section 2.01(d)(ii) and who in either case is entitled to basic retirement contributions under the provision of Section 3.04(a)(i) of the Savings Plan, an Excess
Basic Contribution equal to (1) three (3) percent of the portion of his Compensation paid in 2013 while an Eligible Employee that exceeds the Statutory Compensation Limitation for 2013 plus (2) three (3) percent of such Eligible Executive’s
Base Salary and Bonus, if any, that would have otherwise been paid during 2013 had it not been deferred under the provisions of Section 3.01(a).
|
(iii)
|
With respect to a Participant who is an Eligible Employee and Eligible Executive for Plan Years commencing on and after January 1, 2014, the
amount of Excess Basic Contributions credited to such Participant’s Excess Company Contribution
|
(iv)
|
For avoidance of doubt, Excess Basic Contributions shall only be credited under the provisions of this paragraph (a) on behalf of a Participant
who is an Eligible Employee or Eligible Executive if he is eligible to receive Basic Contributions (as that term is defined in the Savings Plan) under the terms of the Savings Plan for that period.
|
(b)
|
Excess Matching Contributions:
|
(i)
|
With respect to a Participant who is an Eligible Employee or an Eligible Executive for Plan Years commencing on and after January 1, 2014, the
amount of Excess Matching Contributions credited to such Participant’s Excess Company Contribution Account for a Plan Year shall be equal to his “Effective Rate of Match” (as such term is defined in subparagraph(ii) below) for that Plan
Year multiplied by (1) the portion of his Compensation earned while an Eligible Employee in that particular Plan Year that exceeds the Statutory Compensation Limitation for that Plan Year plus (2) the portion of his Base Salary and Bonus,
if any, that would have otherwise been paid in that particular Plan Year had it not been deferred under the provisions of Section 3.01(a).
|
(ii)
|
For purposes of this paragraph (b), a Participant “Effective Rate of Match” for a particular Plan Year shall be determined by
dividing (1) the dollar amount of Matching Contribution (as such term is defined under the provisions of the Savings Plan) he received under the terms of the Savings Plan for that Plan Year by (2) the amount of his Compensation (as defined
under the terms of the Savings Plan) for such Plan Year as limited by the provisions of Section 401(a)(17) of the Code.
|
(iii)
|
For avoidance of doubt, Excess Matching Contributions shall only be credited on behalf of a Participant who is an Eligible Employee or Eligible
Executive if he is eligible to receive Matching Contributions (as that term is defined in the Savings Plan) under the terms of the Savings Plan for that period.
|
(c)
|
Excess Profit Sharing Contributions:
|
(i)
|
With respect to the period commencing July 1, 2013 and ending December 31, 2013, the Company shall credit, in accordance with the provisions of
Section 4.03, to the Excess Company Contribution Account of a Participant (1) who is an Eligible Executive or Eligible Employee as defined in Section 2.01(d)(i), (2) who in either case is entitled to a discretionary profit sharing
contribution under the provisions of Section 3.05(a) of the Savings Plan, and (3) who was a participant in the Retirement Plan on June 30, 2013, an Excess Profit Sharing Contribution equal to the profit sharing percentage allocated under
the provisions of the Savings Plan with respect to the Plan Year ending December
|
(ii)
|
With respect to the period commencing January 1, 2013 and ending December 31, 2013, the Company shall credit, in accordance with the provisions
of Section 4.03, to the Excess Company Contribution Account of a Participant (1) who is an Eligible Executive or Eligible Employee defined in Section 2.01(d)(ii), (2) who in either case is a entitled to a discretionary profit sharing
contribution under the provisions of Section 3.05(a) of the Savings Plan, and (3) who was a participant in the Retirement Plan on June 30, 2013, an Excess Profit Sharing Contribution equal to the profit sharing percentage allocated under
provisions of the Savings Plan, if any, with respect to the Plan Year ending December 31, 2013, multiplied by (A) the portion of his Compensation paid during 2013 while an Eligible Executive or Eligible Employee that exceeds the Statutory
Compensation Limitation for 2013, plus (B) the portion of such Eligible Executive’s Base Salary and Bonus, if any, that would have otherwise been paid during 2013 had it not been deferred under the provisions of Section 3.01(a).
|
(iii)
|
With respect to Eligible Employees and Eligible Executives for Plan Years commencing on and after January 1, 2014, the amount of Excess Profit
Sharing Contributions, if any, credited to a Participant’s Excess Company Contribution Account for a Plan Year shall be equal to the sum of (1) the profit sharing percentage allocated under provisions of the Savings Plan, if any, with
respect to Compensation paid in that Plan Year multiplied by (1) the portion of his Compensation in that particular Plan Year that exceeds the Statutory Compensation Limitation in effect for that Plan Year, and (2) such Eligible Executive’s
Base Salary and Bonus, if any, that would have otherwise been paid in that particular Plan Year had it not been deferred under the provisions of Section 3.01(a).
|
(iv)
|
For avoidance of doubt, Excess Profit Sharing Contributions shall only be credited on behalf of an Eligible Employee or Eligible Executive if he
is eligible to receive such Profit Sharing Contributions (as that term is defined in the Savings Plan) under the provisions of the Savings Plan for that period.
|
4.03
|
Crediting to Company (Pre-2014) Matching Account and Excess Company Contribution Account
|
(a)
|
The Company Contributions determined pursuant to Section 4.01 shall be credited to a Participant’s Company Account as soon as administratively
practicable following the close of each calendar year.
|
(b)
|
(i) The Excess Basic Contributions credited on a Participant’s behalf pursuant to Section 4.02(a)(i) or 4.02(a)(ii) shall be credited to his Excess Company Contribution
Account, as soon as administratively practicable following the close of the 2013 Plan Year.
|
(c)
|
The Excess Matching Contributions credited on a Participant’s behalf pursuant to Section 4.02(b) shall be credited to a Participant’s Excess
Company Contribution Account as soon as administratively practicable following the close of each calendar year (or such other date in the calendar year as designated by the Administrative Committee).
|
(d)
|
The Excess Profit Sharing Contributions, if any, credited on a Participant’s behalf pursuant to Section 4.02(c) shall be credited to a
Participant’s Excess Company Contribution Account as soon as administratively practicable following the close of each fiscal year of the Company (or such other date as designated by the Administrative Committee).
|
4.04
|
Vesting
|
5.01
|
Adjustment of Account
|
(a)
|
As of each Valuation Date, a Participant’s Accounts shall be credited or debited with the amount of earnings or losses with which such Accounts
would have been credited or debited, assuming it had been invested in one or more investment funds, or earned the rate of return of one or more indices of investment performance, designated by the Administrative Committee and elected by the
Participant pursuant to Section 5.02 for purposes of measuring the investment performance of his Accounts.
|
(b)
|
The Administrative Committee shall designate at least one investment fund or index of investment performance and may designate other investment
funds or investment indices to be used to measure the investment performance of a Participant’s Accounts. The designation of any such investment funds or indices shall not require the Company to invest or earmark their general assets in any
specific manner. The Administrative Committee may change the designation of investment funds or indices from time to time, in its sole discretion, and any such change shall not be deemed to be an amendment affecting Participants’ rights
under Section 7.02.
|
5.02
|
Investment Fund or Performance Elections
|
5.03
|
Changing Investment Elections
|
(a)
|
A Participant may change his election in Section 5.02 used to measure the investment performance of his future Deferrals,
Excess Company Contributions and Company Contributions, within such time periods and in such manner prescribed by the Administrative Committee. The election shall be effective as soon as administratively practicable after the date on which
notice is timely filed or at such other time as the Administrative Committee shall determine.
|
(b)
|
A Participant may change his election of the investment fund or funds or index or indices used to measure the future investment performance of
his existing Account balances, within such time periods and in such manner prescribed by the Administrative Committee. The election shall be effective as soon as administratively practicable after the date on which the notice is filed or at
such other time as the Administrative Committee shall determine.
|
5.04
|
Individual Accounts
|
5.05
|
Valuation of Accounts
|
(a)
|
The Plan Administrator shall value or cause to be valued each Participant’s Accounts at least quarterly. On such Valuation
Date there shall be allocated to the Accounts of each Participant the appropriate amount determined in accordance with Section 5.01.
|
(b)
|
Whenever an event requires a determination of the value of Participant’s Accounts, the value shall be computed as of the Valuation Date
coincident with, or immediately following, the date of the event.
|
6.01
|
Commencement of Payment – Deferral Account
|
(a)
|
Subject to the limitations set forth in this Article 6, each Plan Year a Participant elects to defer Base Salary and/or Bonus, the Participant
shall designate on the applicable Deferral Agreement that the distribution of the portion of his Deferral Account attributable to such Plan Year shall commence, pursuant to Section 6.03, upon the occurrence of (i) or (ii) below:
|
(i)
|
the Participant’s Retirement, or
|
(ii)
|
a designated year not later than the year in which he attains age 70-1/2. A Participant may not elect a year that is less
than five (5) years subsequent to the date he executed the Deferral Agreement.
|
(b)
|
(i) Subject to clause (ii) below, in the event a Participant elects to have Deferrals commence as of a designated year pursuant to Section
6.01(a), distribution of such Deferrals, adjusted pursuant to Article 5, shall be based on the last Valuation Date of such designated year and payment shall be made in the following January.
|
(ii)
|
In the event a Participant incurs a Separation from Service prior to his attaining Retirement or a designated year, as elected pursuant to
Section 6.01(a), such election(s) shall become void and distribution of the Participant’s Deferral Account shall commence, pursuant to Section 6.03, in the seventh month following the month in which his Separation from Service occurs. The
value of such distribution shall be determined as of the last Valuation Date of the month immediately preceding the month in which payment is to commence.
|
(iii)
|
If a Participant incurs a Separation from Service due to his Retirement, (1) the portion of his Deferral Account designated to be paid in a
designated year(s) shall be paid in accordance with such election(s), and (2) the portion of his Deferral Account scheduled to be paid upon Retirement shall commence in the seventh month following the month in which the Participant’s
Retirement occurs. The value of such distribution shall be determined as of the last Valuation Date of the month immediately preceding the month in which payment is to commence.
|
(c)
|
A Participant shall not be permitted to change his designation of the event which entitles him to distribution of any portion
of his Deferral Account. However, a Participant who has elected a designated year distribution pursuant to Section 6.01(a)(ii) may change the designated year as provided in Section 6.08.
|
6.02
|
Unforeseeable Emergency
|
6.03
|
Method of Payment - Deferral Account
|
(a)
|
(i) Except as otherwise provided in this Article 6, upon a Participant’s Retirement, the payment of the portion of
his Deferral Account that is attributable to Deferrals made pursuant to a Deferral Agreement executed prior to October 1, 2012 that is payable upon Retirement pursuant to Section 6.01(a)(i) shall be made in approximately equal annual
installments for a period of fifteen years. A Participant shall not be permitted to change the form of payment.
|
(ii)
|
Except as otherwise provided in this Article 6, upon a Participant’s Retirement, the payment of the portion of a Participant’s Deferral Account
that is attributable to Deferrals made pursuant to his Deferral Agreement(s) executed on or after October 1, 2012 and credited to his Deferral Account on and after January 1, 2013 that is payable upon Retirement pursuant to Section
6.01(a)(i) shall be made in approximately equal annual installments for a period of whole years not to exceed fifteen (15) years, as elected by the Participant. Such election of the number of annual installments (form of payment) shall be
made by the Participant at the time he completes his Deferral Agreement with respect to a Deferral pursuant to Section 6.01(a)(i). A Participant shall not be permitted to change a form of payment election made pursuant to the provisions of
this Section 6.03(a) (ii).
|
(iii)
|
Except as otherwise provided in this Article 6, the payment of the portion of a Participant’s Deferral Account attributable to Deferrals made
pursuant to his Deferral Agreement(s) executed prior to October 1, 2012 that is payable as of a designated year pursuant to Section 6.01(a)(ii), shall be made in a single lump sum.
|
(iv)
|
Except as otherwise provided in this Article 6, the payment of the portion of a Participant’s Deferral Account that is attributable to Deferrals
made pursuant to his Deferral Agreement(s) executed on or after October 1, 2012 and credited to
|
(v)
|
Notwithstanding any other provision of the Plan to the contrary, if a Participant incurs a Separation from Service for reasons other than
Retirement, the Participant’s Deferral Account shall be distributed to him in one lump sum payment.
|
(b)
|
During any installment payment period described in paragraph (a) of this Section 6.03, each portion of the Participant’s Deferral Account shall
continue to be credited with earnings or losses as described in Section 5.01. The first installment shall be made as set forth in Section 6.01(b). Subsequent installments, if any, shall be paid in January of the year following the year in
which the preceding installment was paid. The amount of each installment shall equal the balance in the applicable portion of the Participant’s Deferral Account as of the last Valuation Date of the month immediately preceding the month in
which payment is to be made, divided by the number of remaining installments (including the installment being determined).
|
6.04
|
Method and Timing of Payment – Company (Pre-2014) Matching Account
|
(a)
|
Upon Separation from Service with the Company and all Affiliates for reasons other than death, the amount credited to a Participant’s Company
(Pre-2014) Matching Account, to the extent vested under the terms of the Plan, shall be distributed to the Participant in one lump sum payment in the seventh month following the month in which such Participant’s Separation from Service
occurs. The value of such distribution shall be determined as of the last Valuation Date in the month immediately preceding the month in which payment is to commence.
|
(b)
|
In the event the Participant incurs a Separation from Service for reasons other than death prior to vesting in all or any
part of the amount credited to his Company (Pre-2014) Matching Account, such nonvested amount shall be forfeited.
|
(c)
|
In the event of a Participant’s death while employed by the Company or an Affiliated Company, his Company (Pre-2014) Matching Account shall be
fully vested and payable to his Beneficiary in accordance with Section 6.06.
|
6.05
|
Method and Timing of Payment – Excess Contribution Company Account
|
(a)
|
Except as otherwise provided in this Article 6, upon a Participant’s Retirement, the payment of his Excess Contribution
Company Account shall be made in approximately equal annual installments for a period of five years. During such payment period, that portion of the Participant’s Excess Contribution Company Account shall continue to be credited with
earnings or losses as described in Section 5.01. The first installment shall be made as set forth in Section 6.01(b)(ii). Subsequent installments, if any, shall be paid in January of the year following the year in which the preceding
installment was paid.
|
(b)
|
Notwithstanding the foregoing, if a Participant incurs a Separation from Service for reasons other than Retirement or death, the Participant’s
Excess Contribution Company Account shall be distributed to him, in one lump sum payment. The distribution of a Participant’s Excess Contribution Account shall be distributed in the seventh month following the month in which his Separation
from Service occurs. The value of such distribution shall be determined as of the last Valuation Date of the month immediately preceding the month in which payment is to commence.
|
6.06
|
Designation of Beneficiary – Payment on Death of Participant
|
(a)
|
Each Participant shall file with the Plan Administrator a written designation of one or more persons as the Beneficiary who shall be entitled to
receive the amount, if any, payable under the Plan upon his death pursuant to Sections 6.03, 6.04 and 6.05. A Participant may, from time to time, revoke or change his Beneficiary designation without the consent of any prior Beneficiary by
filing a new designation with the Plan Administrator. The last such designation received by the Plan Administrator shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless
received by the Plan Administrator prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no such Beneficiary designation is in effect at the time of a Participant’s death or if no
designated Beneficiary survives the Participant, the Participant’s estate shall be his Beneficiary and shall receive the payment of the amount, if any, payable under the Plan upon his death. If the Participant has designated more than one
Beneficiary and one or more Beneficiaries predecease the Participant, any death benefit that would have been payable to a deceased Beneficiary shall be proportionately allocated among the surviving Beneficiaries.
|
(b)
|
Notwithstanding any Plan provision to the contrary, in the event of the Participant’s death, his entire vested Account balances shall be paid to
his Beneficiary in a single lump sum within 90 days of the end of the month in which the Participant’s death occurs. The value of such distribution shall be determined as of the last Valuation Date in the month immediately preceding the
month in which payment is to be made. A Beneficiary may not elect, directly or indirectly, when within such 90-day period payment under this paragraph (b) shall be made.
|
6.07
|
Special Distribution Rules
|
(a)
|
Notwithstanding any Plan provisions to the contrary, the Plan Administrator, may in its sole discretion, elect to pay the value of the
Participant’s Accounts (including the value of his Grandfathered Deferral Account and Grandfathered Company Account) upon a Separation from Service for any reason in a single lump sum payment if the balance of his Accounts does not exceed
the then applicable dollar amount under Section 402(g)(1)(B) of the Code, provided such payment represents the complete liquidation of the Participant’s interest in the Plan.
|
(b)
|
Notwithstanding any Plan provisions to the contrary, a distribution due to Separation from Service, but not distributions due
to death, of a Participant who is a Specified Employee shall not commence earlier than the seventh month following the month in which such Participant’s Separation from Service occurs.
|
6.08
|
Change of Distribution Election
|
(a)
|
In accordance with such procedures as the Plan Administrator may prescribe, a Participant may elect to change his designated year election(s)
under Section 6.01(a)(ii) applicable to the portion of his Deferral Account that is attributable to Deferrals made pursuant to his Deferral Agreement(s), as described in this Section 6.08
|
(b)
|
A Participant may elect to change his designated year election made pursuant to Section 6.01(a)(ii) to (i) a later designated year (but not later
than his attainment of age 70-1/2), and/or (ii) a different installment period (from one (1) to five (5) years), by filing with the Plan Administrator a new commencement of distribution election form applicable to that portion of the
Participant’s Deferral Account (or subaccounts thereof), subject to the following limitations:
|
(i)
|
Such election must be made at least 12 months prior to the designated year then in effect with respect to that portion of his Deferral Account
(or subaccounts thereof), and such election will not become effective until at least 12 months after the date on which the election is made; and
|
(ii)
|
The distribution of that portion of his Deferral Account (or subaccount(s) thereof) shall be deferred for five years from the date such payment
would otherwise have commenced absent this election (and, for the avoidance of doubt, may be in the form of either a lump sum or up to five (5) annual installments).
|
6.09
|
Change of Control
|
7.01
|
Right to Terminate
|
7.02
|
Right to Amend
|
7.03
|
Uniform Action
|
7.04
|
Compliance with Securities and Other Laws
|
8.01
|
Administration
|
(a)
|
The Plan shall be administered by the Administrative Committee. Effective July 1, 2013, “Administrative Committee” shall mean the Benefits
Administration Committee under the Savings Plan. The Administrative Committee shall have the exclusive responsibility and complete discretionary authority to control the operation, management and administration of the Plan, with all powers
necessary to enable it properly to carry out such responsibilities, including, but not limited to, the power to interpret the Plan and any related documents, to establish procedures for making any elections called for under the Plan, to
make factual determinations regarding any and all matters arising under the Plan, including, but not limited to, the right to determine eligibility for benefits, the right to construe the terms of the Plan, the right to remedy possible
ambiguities, inequities, inconsistencies or omissions, and the right to resolve all interpretive, equitable or other questions arising under the Plan.
|
(b)
|
The Administrative Committee may delegate all or part of its administrative duties to one or more persons, whether or not such person or persons
are members of the Administrative Committee or employees of the Company. The Administrative Committee (and, to the extent consistent with the scope of delegated administrative authority, the person or persons delegated authority hereunder)
may engage agents and representatives, including recordkeepers and legal counsel, in connection with the administration of the Plan.
|
(c)
|
Any dispute between a Participant or Beneficiary and the Plan Administrator shall be subject to resolution by determination of the Administrative
Committee.
|
(d)
|
All acts and decisions of the Administrative Committee shall be final, conclusive and binding upon all Participants, former Participants,
Beneficiaries, and employees of the Company.
|
(e)
|
It is the intent of the Company that the Plan complies with Section 409A of the Code, related regulations and other applicable guidance
promulgated with respect thereto and the provisions of the Plan shall be interpreted to be consistent therewith. Without limiting the foregoing, a Participant shall not be deemed to have experienced a Retirement until the Participant has
had a "separation from service," as that term is used in Section 409A(a)(2)(A)(i) of the Code and defined in related regulations or other applicable guidance.
|
8.02
|
Unsecured Interest
|
8.03
|
Funding
|
(a)
|
All amounts payable in accordance with this Plan shall constitute a general unsecured obligation of the Company. Such amounts, as well as any
administrative costs relating to the Plan, shall be paid out of the general assets of the Company, to the extent not paid by a grantor trust established pursuant to paragraph (b) below.
|
(b)
|
The Company may, for administrative reasons, establish a grantor trust for the benefit of Participants participating in the Plan. The assets of
said trust will be held separate and apart from other Company funds, and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:
|
(i)
|
the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of Title I of ERISA;
|
(ii)
|
the Company shall be treated as “grantor” of said trust for purposes of Section 677 of the Code; and
|
(iii)
|
said trust agreement shall provide that its assets may be used to satisfy claims of the Company’s general creditors, and the rights of such
general creditors are enforceable by them under federal and state law.
|
8.04
|
No Contract of Employment
|
8.05
|
Withholding Taxes
|
8.06
|
Nonalienation
|
8.07
|
Claims Procedure
|
8.08
|
Competency
|
8.09
|
Limitation of Liability
|
8.10
|
Indemnification
|
(a)
|
the act or failure to act shall have occurred
|
(i)
|
in the course of the person’s service as an officer, employee or agent of the Company or as a member of the Compensation
Committee or of the Administrative Committee, or as the Plan Administrator, or
|
(ii)
|
in connection with a service provided with or without charge to the Plan or to the Participants or Beneficiaries of the Plan,
if such service was requested by the Compensation Committee or the Administrative Committee or the Plan Administrator; and
|
(b)
|
the act or failure to act is in good faith and in, or not opposed to, the best interests of the Company.
|
8.11
|
Payment of Expenses
|
8.12
|
Forfeiture for Cause
|
8.13
|
Mergers/Transfers
|
8.14
|
Elections
|
8.15
|
Acceleration of or Delay in Payments
|
8.16
|
Insurance Products
|
8.17
|
Compliance
|
8.18
|
Construction
|
(a)
|
The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management or highly compensated employees
and therefore exempt from the requirements or Sections 201, 301 and 401 of ERISA. All rights hereunder shall be governed by and construed in accordance with the laws of the State of New York.
|
(b)
|
The masculine pronoun shall mean the feminine wherever appropriate.
|
(c)
|
The captions preceding the sections and articles hereof have been inserted solely as a matter of convenience and in no way
define or limit the scope or intent of any provisions of the Plan.
|
8.19
|
Discharge of Corporation's Obligation
|
8.20
|
Successors
|
(ii)
|
Notwithstanding the foregoing, in the event such Participant’s Separation from Service occurs for reasons other than Retirement or death prior to
such designated year, the value of the Participant’s Grandfathered Deferral and Grandfathered Company Accounts shall be determined as of the last Valuation Date of the month in which such Separation from Service occurred and distribution
shall be made in the following month.
|
(iii)
|
Notwithstanding any Plan provision to the contrary if a Participant’s Separation from Service is due to his Retirement, the
value of the portion of his Grandfathered Deferral Account and Grandfathered Company Accounts scheduled to be paid upon his Retirement shall be determined as of the last Valuation Date in the month of his Retirement and distribution shall
be made in the following month.
|
Page 3
|
|
2.01 |
Participation Requirements
|
|
2.02 |
Determination of Service
|
|
2.03 |
Events Affecting Participation
|
|
2.04 |
Participation Upon Reemployment
|
|
3.01 |
Eligibility Service
|
|
3.02 |
Benefit Service
|
|
3.03 |
Restoration of Retired Participant or Other Former Employee to Service
|
|
4.01 |
Normal Retirement
|
|
4.02 |
Late Retirement
|
|
4.03 |
Early Retirement
|
|
4.04 |
Vesting
|
|
4.05 |
Disability
|
|
4.06 |
Spouse’s Pension
|
|
4.07 |
Lost Participants
|
|
4.08 |
Maximum Benefit Limitation
|
|
4.09 |
Transfers and Employment With an Affiliated Company
|
|
5.01 |
Automatic Form of Payment
|
|
5.02 |
Optional Forms of Payment
|
|
5.03 |
Election of Options
|
|
5.04 |
Commencement of Payments
|
|
5.05 |
Distribution Limitation
|
|
5.06 |
Direct Rollover of Certain Distributions
|
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6.01 |
Company’s Contributions
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6.02 |
Return of Contributions
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7.01 |
Named Fiduciary and Administrator
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7.02 |
Appointment and Duties of Benefits Administration Board
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7.03 |
Appointment and Duties of Plan Asset Committee
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7.04 |
Meetings
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7.05 |
Action of Majority
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7.06 |
Compensation and Bonding
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7.07 |
Establishment of Rules
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7.08 |
Prudent Conduct
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7.09 |
Actuary
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7.10 |
Maintenance of Accounts
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7.11 |
Service in More Than One Fiduciary Capacity
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7.12 |
Limitation of Liability
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7.13 |
Indemnification
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7.14 |
Appointment of Investment Manager
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7.15 |
Expenses of Administration
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7.16 |
Non-Discrimination
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7.17 |
Claims and Review Procedures
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7.18 |
Limitations of Time for Submitting Claims and Filing Suits
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8.01 |
Funding Agent
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8.02 |
Exclusive Benefit Rule
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9.01 |
Nonalienation
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9.02 |
Conditions of Employment Not Affected by Plan
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9.03 |
Facility of Payment
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9.04 |
Information
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9.05 |
Top-Heavy Provisions
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9.06 |
Prevention of Escheat
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9.07 |
Electronic Transmission of Notices to Participants
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9.08 |
Non-duplication of Benefits
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9.09 |
Construction
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9.10 |
Limitation on Benefits in the Event of a Liquidity Short Fall
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9.11 |
Limitations Based on Funded Status of the Plan
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9.12 |
Limitations on Unpredictable Contingent Event Benefit
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1.01 |
“Accrued Benefit” means, as of any date of
determination, the normal retirement Pension of a Participant computed under Section 4.01(b) on the basis of the Participant’s Benefit Service and other applicable components of the Plan formula as of that date.
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1.02 |
“Affiliated Company” means any company not
participating in the Plan which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which also includes as a member the Company; any trade or business under common control (as defined in Section 414(c)
of the Code) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company; and any other entity required to be
aggregated with the Company pursuant to regulations under Section 414(o) of the Code. Notwithstanding the foregoing sentence, for purposes of Section 4.08, Section 3.01(d)(iii) and Section 3.02(d)(iii), the definitions in Sections 414(b) and
(c) of the Code shall be modified as provided in Section 415(h) of the Code.
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1.03 |
“Annuity Starting Date” means, unless the
Plan expressly provides otherwise, the first day of the first period for which an amount is paid as an annuity or any other form.
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1.04 |
“Average Final Compensation” means the average annual Compensation of a Participant during the three consecutive calendar years of his or her Eligibility Service affording the highest such average, or during all
of the years of his or her Eligibility Service if less than three years, provided, however and not withstanding any Plan provision to the contrary, a Participant’s Average Final Compensation shall be determined without regard to
Compensation earned after
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1.05 |
“Beneficiary” means the person or persons
named by a Participant by written designation filed with the Benefits Administration Board to receive payments after the Participant’s death. Notwithstanding the foregoing, in determining beneficiary status, the Benefits Administration Board
shall take into the account the additional beneficiary rules in Section 9.03 of the Plan.
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1.06 |
“Benefits Administration Board” means a board
composed of at least three persons named by the Board of Directors to administer and supervise the Plan as provided in Article 7.
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1.07 |
“Benefit Service” means service recognized
for purposes of computing the amount of any benefit, determined as provided in Section 3.02.
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1.08 |
“Board of Directors” means the Board of
Directors of John Wiley & Sons, Inc., as from time to time constituted, or its delegate.
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1.09 |
“Break in Service” means a period which
constitutes a break in an Employee’s Eligibility Service, as provided in Section 3.01(a).
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1.10 |
“Code” means the Internal Revenue Code of
1986, as amended from time to time.
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1.11 |
“Company” means John Wiley & Sons, Inc.
or any successor by merger, purchase or otherwise, with respect to its employees; or any other company participating in the Plan as provided in Section 10.03 with respect to its employees.
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1.12 |
“Compensation” means the basic cash
remuneration plus 50 percent of any bonuses, incentive pay, and overtime pay, paid to an Employee for services rendered to the Company, determined prior to any pre-tax contributions under a “qualified cash or deferred arrangement” (as defined
under Section 401(k) of the Code and its applicable regulations) or under a “cafeteria plan” (as defined under Section 125 of the Code and its applicable regulations) or any salary reduction made pursuant to an arrangement under Section
132(f) of the Code or pursuant to the provisions of another deferred compensation plan maintained by the Company, but excluding any amount earned on and after October 1, 1995 by the employee on a piece work basis, any amount contributed by
the Company under this Plan or any other public or private retirement pension or employee benefit plan, health, hospitalization, long-term sick leave, long-term disability, workers’ compensation, death or retirement benefits whether obtained
through insurance coverage or otherwise, any stock, options, or other rights received under any Company incentive stock, stock option, or stock purchase plan, and all other forms of special pay. The Compensation for a period of absence which
is counted as Benefit Service shall be the Participant’s base rate of Compensation in effect immediately before the period of absence. However, if a Participant is entitled to Benefit Service on account of a period of service in the
uniformed services of the United States, the Participant shall be deemed to have earned Compensation during the period of absence at the base rate he or she would have received had he or she remained employed as an Employee for that period
or, if such rate is not reasonably certain, on the basis of the Participant’s base rate of compensation during the 12-month period immediately preceding such period. For any Plan Year commencing on or after January 1, 2002, annual
Compensation taken into account for any purpose under the Plan shall not exceed $200,000, as adjusted from time to time by the Secretary of the Treasury in accordance with Section 401(a)(17) of the Code. For purposes of determining benefit
accruals in Plan Years beginning after December 31, 2001, annual Compensation for Plan Years beginning before January 1, 2002 shall not exceed $200,000; provided, however, that such limit shall not apply so as to reduce the amount of the
Participant’s frozen accrued benefit determined as of December 31, 1993 based on the Participant’s Compensation, Total Compensation and Benefit Service to that date under the terms of the Plan then in effect. Effective January 1, 1997, the
compensation limit shall be applied without regard to the family aggregation provisions of Section 414(q)(6) of the Code in determining benefit accruals for Plan Years beginning on and after January 1, 1994, and, to the extent permissible
under the IRS rules or regulations, for any earlier Plan Year. Notwithstanding the foregoing, including basic cash remuneration, bonuses, incentive pay or overtime pay received by an Employee on or after July 1, 2013 shall not be recognized
as Compensation.
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1.13 |
“Covered Compensation” means, for any
Participant, the average of the taxable wage bases in effect under Section 230 of the Social Security Act for each year in the 35-year period ending with the year in which the Participant attains his or her Social Security Retirement Age. In
determining a Participant’s Covered Compensation for any Plan Year, the taxable wage base for the current Plan Year and any subsequent Plan Year shall be assumed to be the same as the taxable wage base in effect as of the beginning of the
Plan Year for which the determination is made. With respect to a Participant who retires or terminates employment with the right to a vested Pension on or after January 1, 2002, no increases in the taxable wage base effective after
December 31, 1997 shall be taken into account, with respect to a Participant who retires or terminates employment with the right to a vested Pension on or after January 1, 2002.
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1.14 |
“Effective Date” means January 1, 1955.
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1.15 |
“Eligibility Service” means service
recognized for purposes of determining eligibility for membership in the Plan, determined as provided in Section 2.02, and eligibility for a vested Pension under the Plan, determined as provided in Section 3.01.
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1.16 |
“Employee” means any person employed by the
Company who receives compensation other than a pension, severance pay, retainer or fee under contract, but excluding any Leased Employee, any person who is compensated solely on a piece work basis, any person who is included in a unit of
employees covered by a collective bargaining agreement which does not provide for his or her participation in the Plan, any person classified as a consultant by the Company, any person on the payroll of a third party with whom the Company has
contracted for the provision of said person’s services, and, effective as of May 1, 1999, any person who is accruing benefits under another defined benefit or defined contribution plan (qualified or nonqualified) maintained by the Company,
other than the John Wiley & Sons, Inc. Employees’ Savings Plan, or a nonqualified deferred compensation plan maintained by John Wiley & Sons, Inc.. In addition, any person who, pursuant to a written contract with the Company that
provides that he or she (a) is an independent contractor and not an employee, and (b) waives participation in the Plan, shall be excluded from the definition of Employee, and shall not be eligible to participate in the Plan during the period
such written contract is in effect regardless such person’s reclassification as an employee for such period by the Internal Revenue Service for tax withholding purposes. The term “employee” as used in this Plan means any individual who is
employed by the Company or an Affiliated Company as a common law employee of the Company or an Affiliated Company, regardless of whether the individual is an “Employee,” and any Leased Employee.
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1.17 |
“Equivalent Actuarial Value” means equivalent
value determined on the basis of the applicable factors set forth in Appendix A, except as otherwise specified in the Plan.
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1.18 |
“ERISA” means the Employee Retirement Income
Security Act of 1974, as amended from time to time.
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1.19 |
“Funding Agent” means the trustee or trustees
or the legal reserve life insurance company by whom the funds of the Plan are held, as provided in Article 8.
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1.20 |
“Hour of Service” means, with respect to any
applicable computation period,
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(a) |
each hour for which the employee is paid or entitled to payment for the performance of duties for the Company or an Affiliated Company,
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(b) |
each hour for which an employee is paid or entitled to payment by the Company or an Affiliated Company on account of a period during which no duties are performed,
whether or not the employment relationship has terminated, due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence, but not more than 501 hours for any single continuous
period,
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(c) |
each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Company or an Affiliated Company, excluding any hour credited
under (a) or (b), which shall be credited to the computation period or periods to which the award, agreement or payment pertains, rather than to the computation period in which the award, agreement or payment is made,
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(d) |
solely for purposes of determining whether an employee has incurred a Break in Service under the Plan, each hour for which an employee would normally be credited under
paragraph (a) or (b) above during a period of Parental Leave but not more than 501 hours for any single continuous period. However, the number of hours credited to an employee under this paragraph (d) during the computation period in which
the Parental Leave began, when added to the hours credited to an employee under paragraphs (a) through (c) above during that computation period, shall not exceed 501. If the number of hours credited under this paragraph (d) for the
computation period in which the Parental Leave began is zero, the provisions of this paragraph (d) shall apply as though the Parental Leave began in the immediately following computation period, and
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(e) |
solely for purposes of determining whether an employee has incurred a Break in Service under the Plan, each hour for which an employee would normally be credited under
paragraph (a) or (b) above during a period of leave for the birth, adoption or placement of a child, to care for a spouse or other immediate family member with a serious illness or for the employee’s own illness pursuant to the Family and
Medical Leave Act of 1993 and its regulations.
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1.21 |
“IRS Interest Rate” means, with respect to
determining the amount of a benefit with an Annuity Starting Date:
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(a) |
prior to May 1, 2008, the interest rate prescribed under Section 417(e)(3)(A)(ii)(II) of the Code (as it read prior to the first day of the 2008 Plan Year) published in
first full calendar month preceding the applicable Stability Period;
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(b) |
on or after May 1, 2008, the interest rate prescribed under Section 417(e)(3)(C) of the Code (as it reads effective on and after the first day of the 2008 Plan Year)
published in the first full calendar month immediately preceding the applicable Stability Period, subject to the second to last paragraph of Section 5.02, and
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(c) |
on or after January 1, 2014, the interest rate prescribed under Section 417(e)(3)(C) of the Code (as it reads effective on and after the first day of the 2014 Plan
Year) published in by the fourth calendar month immediately preceding the applicable Stability Period, subject to the last paragraph of Section 5.01 and the second to last paragraph of Section 5.02.
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1.22 |
“IRS Mortality Table” means, with respect to
determining the amount of a benefit with an Annuity Starting Date:
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(a) |
on or after January 1, 2002 and prior to May 1, 2008, the mortality table prescribed by Revenue Ruling 2001-62 as in effect on the first day of the applicable Stability
Period; and
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(b) |
on or after May 1, 2008, the mortality table prescribed under Section 417(e)(3)(B) of the Code (as it reads effective on and after the first day of the 2008 Plan Year)
as in effect on the first day of the applicable Stability Period, subject to the second to last paragraph of Section 5.02.
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1.23 |
“Leased Employee” means any person (other
than a common law employee of the Company) who, pursuant to an agreement between the Company and any other person (“leasing organization”), has performed services for the Company or any related persons determined in accordance with Section
414(n)(6) of the Code on a substantially full-time basis for a period of at least one year and such services are performed under the primary direction of or control by the Company.
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1.24 |
“Limitation Year” means for each 12-month
period until the Plan Year ending April 30, 1990, the Plan Year, the period from May 1, 1990 until December 31, 1990, and each calendar year thereafter.
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1.25 |
“Non-Suspendible Month” means a four or five
week payroll period ending in a month which precedes the April 1 following the calendar year in which the Participant attains age 70½ and in which the Participant receives payment from the Company or an Affiliated Company for less than eight
days of service during that four or five week payroll period.
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1.26 |
“Normal Retirement Age” means an Employee’s
65th birthday, or in the case of a person who becomes a Participant on or after May 1, 1988, the fifth anniversary of the date he or she becomes a Participant, if later. Effective as of January 1, 2007, Normal Retirement Age means in the
case of a person who becomes a Participant on and after May 1, 1988, the later of (i) an Employee’s 65th birthday or (ii) the earlier of (1) the fifth anniversary of the date he or she became a Participant or (2) the date he or she
completes five years of Eligibility Service.
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1.27 |
“Normal Retirement Date” means the first day
of the calendar month coinciding with or immediately following an Employee’s Normal Retirement Age.
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1.28 |
“Parental Leave” means a period commencing on
or after the first day of the Plan Year which began in 1985 in which the Employee is absent from work immediately following his or her or her active employment because of the Employee’s pregnancy, the birth of the Employee’s child, the
placement of a child with the Employee in connection with the adoption of that child by the Employee, or for purposes of caring for that child for a period beginning immediately following birth or placement.
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1.29 |
“Participant” means any person included in
the membership of the Plan, as provided in Article 2.
|
1.30 |
“Pension” means annual payments under the
Plan as provided in Article 5.
|
1.31 |
“Plan” means the Employees’ Retirement Plan
of John Wiley & Sons, Inc., as set forth in this document or as amended from time to time.
|
1.32 |
“Plan Asset Committee” means a committee
composed of at least four persons named by the Board of Directors for purposes of managing the assets of the Plan as provided in Section 7.
|
1.33 |
“Plan Year” means the 12-month period
beginning on any May 1.
|
1.34 |
“Qualified Joint and Survivor Annuity” means
an annuity described in Section 5.01(b).
|
1.35 |
“Registered Domestic Partner” means the
individual registered with the Company as the Participant’s registered domestic partner as such term is defined in the John Wiley & Sons, Inc. Flexible Benefits Plan.
|
1.36 |
“Severance Date” means with respect to an
employee’s employment with the Company or an Affiliated Company the earlier of (a) the date an employee quits, retires, is discharged or dies, (b) the last day of an authorized leave of absence, or if later, the first anniversary of the date
on which an employee is first absent from service, with or without pay, for any other reason such as vacation, sickness, disability, layoff or other leave of absence.
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1.37 |
“Social Security Retirement Age” means age 65
with respect to a Participant who was born before January 1, 1938; age 66 with respect to a Participant who was born after December 31, 1937 and before January 1, 1955; and age 67 with respect to a Participant who was born after December 31,
1954.
|
1.38 |
“Social Security Wage Base” means for any
calendar year the maximum amount of annual earnings subject to tax under the provisions of the Federal Insurance Contributions Act as in effect on the first day of that calendar year.
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1.39 |
“Spouse” means, prior to September 16, 2013
the Participant’s legal spouse, as defined under federal law, including the Defense of Marriage Act. Effective on and after September 16, 2013 (or such
other earlier date as may be prescribed by the Internal Revenue Service, “Spouse” means any person who is the legal spouse of the Participant under applicable domestic or foreign law, regardless of the laws of the state in which they work or
reside. For purposes of this Plan, a Participant shall be considered to be “married” only if he is in a relationship with a Spouse which has not been
terminated or declared null under applicable law.
|
1.40 |
“Spousal Consent” means irrevocable written
consent given by a Participant’s Spouse to an election made by the Participant of a specified form of Pension or a designation of a specified Beneficiary as provided in Article 5. The specified form or specified Beneficiary shall not be
changed unless further Spousal Consent is given. Spousal Consent shall be duly witnessed by a notary public and shall acknowledge the effect on the Spouse of the Participant’s election. The requirement for Spousal Consent may be waived by
the Benefits Administration Board in the event that the Participant establishes to its satisfaction that he or she has no Spouse, that such Spouse cannot be located, or under such other circumstances as may be permitted under applicable
Treasury Department regulations. Spousal Consent shall be applicable only to the particular Spouse who provides such consent.
|
1.41 |
“Stability Period” means (i) with respect to
an Annuity Starting Date prior to January 1, 2014 the calendar year in which occurs the Annuity Starting Date for the distribution and (ii) with respect to an Annuity Starting Date on or after January 1, 2014, the calendar month in which the
Annuity Starting Date occurs.
|
1.42 |
“Total Compensation” means the basic cash
remuneration and any bonus, incentive pay, and overtime pay paid to an Employee during a calendar year, commencing on and after January 1, 2005, for services rendered to the Company, determined prior to any pre-tax contributions under a
“qualified cash or deferred arrangement” (as defined under Section 401(k) of the Code and its applicable regulations) or under a “cafeteria plan” (as defined under Section 125 of the Code and its applicable regulations) or any salary
reduction made pursuant to an arrangement under Section 132(f) of the Code or pursuant to the provisions of another deferred compensation plan maintained by the Company, but excluding any amount earned by the employee on a piece work basis,
any amount contributed by the Company under this Plan or any other public or private retirement pension or employee benefit plan, health, hospitalization, long-term disability, workers’ compensation, death or retirement benefits whether
obtained through insurance coverage or otherwise, any stock, options, or other rights received under any Company incentive stock, stock option, or stock purchase plan, and all other forms of special pay. Notwithstanding any Plan provisions
to the contrary, any basic cash remuneration, any bonus, incentive pay, or overtime pay received by an Employee on or after July 1, 2013 shall be excluded from Total Compensation. The Total Compensation for a period of absence which is
counted as Benefit Service on and after January 1, 2005 and prior to July 1, 2013 shall be the Participant’s base rate of Compensation in effect immediately before the period of absence. However, if a Participant is entitled to Benefit
Service on and after January 1, 2005, and prior to July 1, 2013 on account of a period of service in the uniformed services of the United States, the Participant shall be deemed to have earned Total Compensation during the period of absence
prior to July 1, 2013 at the base rate he or she would have received had he or she remained employed as an Employee for that period or, if such rate is not reasonably certain, on the basis of the Participant’s base rate of compensation during
the 12-month period immediately preceding such period.
|
2.01 |
Participation Requirements
|
|
(a) |
Every employee of the Company on January 1, 2012 who was a Participant in the Plan on December 31, 2011 shall continue to be a Participant, provided he or she is then
an Employee.
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|
(b) |
Prior to July 1, 2013 every other employee in the employ of the Company shall become a Participant in the Plan as of the first day of the calendar month coinciding with
or immediately following the date (i) he or she completes one year of Eligibility Service or (ii) his or her 21st birthday, whichever is later, provided he or she is then an Employee. Notwithstanding the foregoing, any other employee in the
employ of the Company who as of June 30, 2013 has completed one of year of Eligibility Service and has attained at age 21 shall become a Participant as of June 30, 2013, provided he or she is an Employee on that date.
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(c) |
Effective as July 1, 2013, participation in the Plan shall be frozen. Any person who was first employed by the Company on or after July 1, 2013 or any person in the
employ of the Company or an Affiliated Company on June 30, 2013, who is not a Participant as of such date, shall not become a Participant of the Plan.
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|
(d) |
Every former employee of the Company or an Affiliated Company who was a Participant on December 31, 2011 shall, subject to Section 2.03, continue to be a Participant.
Such Participant’s benefit shall be determined in accordance with the provisions of the Plan in effect on the date his or her employment terminated, unless otherwise provided in the Plan.
|
2.02 |
Determination of Service
|
2.03 |
Events Affecting Participation
|
2.04 |
Participation Upon Reemployment
|
3.01 |
Eligibility Service
|
|
(a) |
Except as otherwise provided in Section 2.02 or Appendix B attached hereto, Eligibility Service shall begin on the date the Employee first completes an Hour of Service
and end on the Employee’s Severance Date. If an Employee’s employment is terminated and he or she is later reemployed within one year, the period between his or her Severance Date and the date of his or her reemployment shall be included in
his or her Eligibility Service. However, if his or her employment is terminated during a period of absence from service for reasons such as vacation, sickness, disability, layoff or leave of absence approved by the Company, Eligibility
Service shall be counted for the period from his or her Severance Date to the date of his or her reemployment only if he or she is reemployed within one year of the first day of that absence. A Break in Service shall occur if an Employee is
not reemployed within one year after a Severance Date, provided, however, that if an Employee’s employment is terminated or if the Employee is otherwise absent from work because of Parental Leave, a Break in Service shall occur only if the
Employee is not reemployed or does not return to active service within two years of his or her Severance Date; and provided further that the first year of such absence for Parental Leave, measured from his or her Severance Date, shall not be
considered in determining the Employee’s “period of Break in Service” for purposes of Section 3.03(d). If the Employee has a Break in Service, any period before the Break in Service shall be excluded from his or her Eligibility Service,
except as provided in Section 3.03.
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|
(b) |
If an Employee shall have been absent from the service of the Company because of service in the uniformed services of the United States and if he or she shall have
returned to the service of the Company having applied to return while his or her reemployment rights were protected by law, that absence shall not count as a Break in Service, but instead shall be counted as Eligibility Service to the extent
required by law. Effective January 1, 2007, if an individual who was an Employee dies or, effective as of January 1, 2010, becomes disabled (as described in Section 4.05(a)) while performing qualified military service (as defined in Section
414(u) of the Code) and while his or her reemployment rights are protected by the Uniformed Services Employment and Reemployment Rights Act of 1994 and any related legislation or guidance, such individual's period of time in qualified
military service through the date he died or became disabled shall be counted as Eligibility Service.
|
|
(c) |
A period during which an Employee is on a leave of absence approved by the Company shall not be considered as a Break in Service. Under rules uniformly applicable to
all Employees similarly situated, the Benefits Administration Board may authorize Eligibility Service to be counted for any portion of that period of leave which is not counted as Eligibility Service under paragraph (a) of this Section.
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|
(d) |
For purposes of determining eligibility for participation and vesting each of the following periods of service shall be counted in a person’s Eligibility Service to the
extent that it would be recognized under paragraphs (a) through (c) above with respect to Employees:
|
|
(i) |
a period of service as an employee, but not an Employee, of the Company,
|
|
(ii) |
a period of service as an employee of an Affiliated Company, and
|
|
(iii) |
in the case of a person who is a Leased Employee before or after a period of service as an Employee or a period of service described in (i) or (ii) above, a period
during which he or she has performed services for the Company or an Affiliated Company as a Leased Employee. A person who would qualify as a Leased Employee except that he or she has not performed services on a substantially full-time basis
for one year shall nonetheless be deemed a Leased Employee for purposes of this clause (iii).
|
|
(e) |
Notwithstanding any prior provision to the contrary, with respect to any person who was employed by the Company or an Affiliated Company during the period prior to
May 1, 1990, Eligibility Service for service rendered during that period shall not be less than the Years of Service credited to such Employee for benefit eligibility purposes as of April 30, 1990, assuming the terms of the Plan as in effect
on April 30, 1989 had remained in effect through such date, unless that service is disregarded pursuant to the Plan’s Break in Service provisions.
|
3.02 |
Benefit Service
|
|
(a) |
Except as provided below or in Appendix B attached hereto, all Eligibility Service rendered prior to July 1, 2013 as an Employee after reaching age 21 shall be Benefit
Service under the Plan. Any period between a Severance Date and a reemployment date which is counted as Eligibility Service as provided in Section 3.01(a) shall not be counted as Benefit Service. Notwithstanding any Plan provision into the
contrary, Benefit Service shall be frozen as of June 30, 2013 and no Benefit Service shall be credited to a Participant for any period of service or period of absence occurring on or after July 1, 2013.
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|
(b) |
Benefit Service shall include, to the extent required by law, any period of absence from service with the Company due to a period of service in the uniformed services
of the United States rendered prior to July 1, 2013 which is counted in a Participant’s Eligibility Service as provided in Section 3.01(b) and which occurs after the date the Participant becomes an Employee or attains age 21, if later.
Effective January 1, 2007, if an individual who was an Employee dies or, effective as of January 1, 2010, becomes disabled (as described in Section 4.05(a)) while performing qualified military service (as defined in Section 414(u) of the
Code) and while his or her reemployment rights are protected by the Uniformed Services Employment and Reemployment Rights Act of 1994 and any related legislation or guidance, such individual's period of time in qualified military service
through the date he died or became disabled which is counted in a Participant’s Eligibility Service as provided in Section 3.01(b) and which occurs (i) after the date the Participant becomes an Employee or attains age 21, if later, and (ii)
prior to July 1, 2013 shall be counted as Benefit Service. The Participant shall be deemed to have earned Compensation during the period of absence which is recognized as Benefit Service at the rate he or she would have received had he or
she remained employed as an Employee for that period or, if such rate is not reasonably certain, on the basis of the Participant’s rate of compensation during the 12-month period immediately preceding such period of absence (or if shorter,
the period of employment immediately preceding such period).
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|
(c) |
Under rules uniformly applicable to all Employees similarly situated, the Benefits Administration Board may count as Benefit Service any period, not more than two
years, prior to July 1, 2013 during which an Employee is on an approved leave of absence which is counted as Eligibility Service as provided in Section 3.01(c).
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(d) |
Benefit Service shall not be credited for any period in which a Participant is (i) not an Employee but is in the employ of the Company, or (ii) in the employ of an
Affiliated Company, or (iii) performing services for the Company or an Affiliated Company as a Leased Employee. Nor shall any person, who pursuant to a written contract with the Company that provides that he or she (iv) is an independent
contractor and not an employee, and (v) waives participation in the Plan, receive any Benefit Service for the period such written contract is in effect.
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|
(e) |
With respect to an Employee who was employed by the Company during the period prior to May 1, 1990, Credited Service for employment during such period shall not be less
than the Years of Service credited to such Employee for benefit accrual purposes as of April 30, 1990, assuming the terms of the Plan as in effect on April 30, 1989 had remained in effect until such date, unless that service is disregarded
pursuant to the Plan’s Break in Service provisions.
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3.03 |
Restoration of Retired Participant or Other Former Employee to Service
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|
(a) |
If a Participant in receipt of a Pension is restored to service with the Company as an Employee or with an Affiliated Company, the following shall apply:
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|
(i) |
Except as otherwise provided below, the payment of his or her Pension shall cease (unless the provisions of Sections 4.02(c) and 5.04(b) are applicable) and any
election of an optional benefit in effect shall be void.
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(ii) |
Any Eligibility Service and Benefit Service to which he or she was entitled when he or she retired or terminated service shall be restored to him or her.
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(iii) |
Except as otherwise provided in subparagraph (v) below, upon later retirement or termination, his or her Pension shall be based on the benefit formula then in effect
and his or her Compensation, Total Compensation and Benefit Service before and , if any, after the period when he or she was not in the service of the Company. The resulting Pension amount shall be offset by an amount of Equivalent Actuarial
Value to the benefits, if any; he or she received before the earlier of the date of his or her restoration to service or his or her Normal Retirement Date.
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(iv) |
The part of the Participant’s Pension upon later retirement payable with respect to any Benefit Service rendered before his or her previous retirement or termination of
service shall never be less than the amount of his or her previous Pension modified to reflect any option in effect on his or her later retirement.
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(v) |
Notwithstanding the foregoing, if a Participant in receipt of a Pension is restored to service on or after May 1, 2004 with the Company as an Employee or with an
Affiliated Company for a period of 90 or less days, the payment of his or her Pension shall not cease and any election of an optional benefit shall remain in effect during such period of reemployment; provided, however, if the Participant
completes more than 90 consecutive days of service with the Company or an Affiliated Company subsequent to his or her reemployment, or if earlier, the Participant’s period of reemployment with the Company or an Affiliated Company exceeds an
accumulated total of 90 days in a calendar year, the payment of such Participant’s Pension shall cease as of the first day of the month coincident with or next following his or her completion of such 90 days of service, provided the
Participant is still employed as of such date (unless the provisions of Section 4.02(c) and 5.04(b) are applicable). Upon such Participant’s subsequent retirement, he or she shall be entitled, prior to any adjustment with respect to the
timing or form of payment, an additional Pension equal to the difference between (i) his or her Accrued Benefit based on the formula then in effect and his or her Compensation, Total Compensation and Benefit Service accrued before and, if
any, after the period when he or she was not in the service of the Company and (ii) his or her Accrued Benefit determined as of his or her previous termination of employment, reduced by an amount of Equivalent Actuarial Value to the benefits,
if any, he or she received before his or her Normal Retirement Date. If the Participant’s Annuity Starting Date with respect to the pre-reemployment portion of his or her benefit is prior to his or her Normal Retirement Date, any additional
Pension payable upon the Participant’s subsequent termination of employment shall be paid in the form of payment elected by such Participant on his or her subsequent retirement and if the Participant’s Annuity Starting Date occurred on or
after his or her Normal Retirement Date, any additional Pension payable upon his or her subsequent termination of employment will be paid in the same optional form of benefit as in effect with respect to the portion of his or her benefit
attributable to pre-reemployment service.
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(b) |
If a Participant entitled to but not in receipt of a Pension, or a former Participant, or an employee who was never a Participant is reemployed by the Company or an
Affiliated Company without having had a Break in Service, his or her Eligibility Service and Benefit Service shall be determined as provided in Sections 3.01 and 3.02, and if reemployed as an Employee, he or she shall, in the case of a former
Participant, immediately be restored as a Participant as of his or her date of reemployment, and in the case of an employee who was never a Participant, become a Participant in accordance with Section 2.01. However, if a former Participant
received a lump sum settlement in lieu of a Pension, the Benefit Service to which he or she was entitled at the time of his or her termination of service shall be restored to him or her in accordance with the provisions of
Section 3.03(c)(ii).
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|
(c) |
If a Participant entitled to but not in receipt of a Pension or a former Participant who received a lump sum settlement in lieu of a Pension is restored to service with
the Company or an Affiliated Company, after having had a Break in Service, the following shall apply:
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|
(i) |
Upon completion of one year of Eligibility Service, determined as provided in Section 2.02, following the Break in Service the Eligibility Service to which he or she
was previously entitled shall be restored to him or her, and he or she shall again become a Participant as of his or her date of restoration to service as an Employee.
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(ii) |
Any Benefit Service to which the Participant was entitled at the time of his or her termination of service shall be restored to him or her, except that if he or she
received a lump sum settlement by the end of the second Plan Year following the Plan Year in which his or her termination occurred, that Benefit Service shall not be restored to him or her.
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|
(iii) |
Upon later termination or retirement of a Participant whose previous Benefit Service has been restored under this paragraph (c), his or her Pension shall be based on
the benefit formula then in effect and his or her Compensation, Total Compensation and Benefit Service before and, if any, after the period when he or she was not in the service of the Company. The resulting Pension amount shall be offset,
if applicable, but not below zero, by an amount of Equivalent Actuarial Value to any lump sum settlement received upon his or her prior termination.
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|
(d) |
If a former Participant who is not entitled to a Pension is restored to service with the Company or an Affiliated Company, either as an Employee or as an employee,
after having had a Break in Service, the following shall apply:
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|
(i) |
Upon completion of one year of Eligibility Service, determined as provided in Section 2.02, following the Break in Service, he or she shall again become a Participant
as of his or her date of restoration to service as an Employee if his or her Eligibility Service is restored under paragraph (ii) below.
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|
(ii) |
Upon his or her restoration to participation, the Eligibility Service to which he or she was previously entitled shall be restored to him or her if his or her period of
Break in Service does not equal or exceed the greater of (A) five years, or (B) his or her period of Eligibility Service before his or her Break in Service, determined at the time of the Break in Service, excluding any Eligibility Service
disregarded under this paragraph (d) by reason of any earlier Break in Service. If any such former Participant was restored to service prior to January 1, 1985, or if he or she had a Break in Service on December 31, 1984 and his or her
period of Break in Service as of that date would have resulted in the exclusion of his or her previously accrued Eligibility Service under the Plan provisions then in effect, then clause (A) of the preceding sentence shall not be applicable,
and his or her previously accrued Eligibility Service shall be excluded.
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|
(iii) |
Any Benefit Service to which the Participant was entitled at the time of his or her termination of service which is included in the Eligibility Service so restored
shall be restored to him or her.
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(iv) |
Upon later termination or retirement of a Participant whose previous Benefit Service has been restored under this paragraph (d), his or her Pension, if any, shall be
based on the benefit formula then in effect and his or her Compensation, Total Compensation and Benefit Service before and after the period, if any when he or she was not an Employee.
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|
(e) |
If an employee who was never a Participant is restored to service with the Company or an Affiliated Company prior to July 1, 2013, after having had a Break in Service,
upon completion of one year of Eligibility Service following the Break in Service, the Eligibility Service to which he or she was previously entitled under Section 3.01(d) shall be restored to him or her if he or she would be entitled to
nonforfeitable benefits under the Plan if he or she were a Participant, or otherwise, if his or her period of Break in Service does not equal or exceed the greater of (i) five years or (ii) his or her period of Eligibility Service before his
or her Break in Service, determined at the time of the Break in Service, excluding any Eligibility Service disregarded under this paragraph (e) by reason of any earlier Break in Service. If an employee who was never a Participant is restored
to Service with the Company or an Affiliated Company on or after July 1, 2013, he or she shall not become a Plan Participant.
|
4.01 |
Normal Retirement
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|
(a) |
The right of a Participant to his or her normal retirement Pension shall be nonforfeitable as of his or her Normal Retirement Age, provided he or she is an employee of
the Company or an Affiliated Company at that time. A Participant who has attained his or her Normal Retirement Age may retire from service with the Company and all Affiliated Companies and receive a normal retirement Pension beginning on his
or her Normal Retirement Date, subject to the Notice and timing requirements of Article 5, or he or she may postpone his or her retirement and remain in service after his or her Normal Retirement Date, in which event the provisions of
Section 4.02 shall be applicable.
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|
(b) |
Subject to the provisions of Section 5.01, the annual normal retirement Pension payable upon retirement on a Participant’s Normal Retirement Date shall be equal to the
sum of (i) and (ii) below:
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|
(i) | (A) | the sum of (1) 1.17 percent of the Participant’s Average Final Compensation not in excess of Covered Compensation, and (2) 1.67 percent of such Average Final Compensation in excess of Covered Compensation, multiplied by the number of years of his or her Benefit Service rendered prior to January 1, 2005 up to 35 years; provided, however, that on and after May 1, 1994, such amount shall not be less than |
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(B) |
the sum of:
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|
(1) |
the Participant’s Accrued Benefit on April 30, 1994 under the terms of the Plan as then in effect, and
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(2) |
1.17 percent of the Participant’s Average Final Compensation not in excess of Covered Compensation, plus 1.67 percent of such Average Final Compensation in excess of
Covered Compensation, multiplied by the number of years of his or her Benefit Service rendered on and after May 1, 1994, and prior to January 1, 2005 up to 35 years of Benefit Service minus the number of years of Benefit Service used in (1)
above.
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|
(ii) | (A) | For each year (or portion thereof) of Benefit Service earned after December 31, 2004 and prior to July 1, 2013; |
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(1) |
1.0 percent of a Participant’s Total Compensation for each (or partial) calendar year beginning after December 31, 2004 and prior to June 30, 2013 not in excess of 80
percent of the Social Security Wage Base for such calendar year and
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|
(2) |
1.3 percent of such Participant’s Total Compensation for each (or partial) calendar year beginning after December 31, 2004 and prior to June 30, 2013 in excess of 80
percent of the Social Security Wage Base for such calendar year;
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|
(3) |
1.17 percent of the Participant’s Average Final Compensation not in excess of Covered Compensation and
|
|
(4) |
1.67 percent of such Average Final Compensation in excess of Covered Compensation,
|
|
(iii) |
Notwithstanding the foregoing, in no event shall the combined number of years of Benefit Service used to compute any Participant’s annual normal retirement Pension
under the provisions of subparagraph (i) and (ii) exceed 35 years. For purposes of determining the order in which Benefit Service shall be allocated between and counted under the provisions of subparagraph (i) or (ii) with respect to a
Participant who completes more than 35 years of Benefit Service, such Participant’s Benefit Service shall be allocated in the order that produces, based on consecutive years of Benefit Service, the largest annual normal retirement Pension for
each Participant.
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|
(c) |
In no event shall any Participant’s annual normal retirement Pension be less than the greatest annual amount of reduced early retirement Pension which the Participant
could have received under Section 4.03 before his or her Normal Retirement Date.
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|
(d) |
Subject to Section 5.01, in no event shall the Pension payable to a Participant under the Plan at his or her Normal Retirement Date be less than $120 multiplied by his
or her years of Benefit Service.
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(e) |
Notwithstanding any Plan provision to the contrary, the individuals named on Appendix C shall receive, in addition to any normal retirement Pension determined under
paragraph (b) above the amount of retirement Pension set forth in Appendix C. Payment of said amounts shall be in the form of an annuity for the life of the Participant, unless otherwise indicated on Appendix C, and will commence as of May
1, 2008.
|
4.02 |
Late Retirement
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|
(a) |
If a Participant postpones his or her retirement as provided in Section 4.01(a), upon his or her termination of employment from the Company and all Affiliated
Companies, he or she shall be entitled to a late retirement Pension beginning on the first day of the next calendar month, subject to the notice and timing requirements of Article 5, which shall be his or her late retirement date.
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(b) |
Subject to the provisions of Section 5.01, the annual late retirement Pension shall be an immediate Pension beginning on the Participant’s late retirement date and,
shall be equal to (i) the amount determined in accordance with Section 4.01(b) based on the Participant’s Benefit Service, Average Final Compensation, and Total Compensation accrued to his or her late retirement date, or, if greater, (ii) the
amount of the Pension to which the Participant would have been entitled if he or she had retired on his or her Normal Retirement Date, in either case based on his or her Average Final Compensation, Benefit Service and Total Compensation
determined as of such Normal Retirement Date or June 30, 2013, if earlier, under the provisions of the Plan as then in effect, recomputed as of the first day of each subsequent Plan Year before the Participant’s actual late retirement date
(and as of the actual late retirement date) as if each such date were the Participant’s late retirement date. Effective as of May 1, 1992, the late retirement Pension determined under the preceding sentence for a Participant who terminates
employment on and after May 1, 1992 shall never be less than an amount of Equivalent Actuarial Value to the Pension determined in accordance with Section 4.01(b) based on the Participant’s Benefit Service, Average Final Compensation, and
Total Compensation accrued to his or her Normal Retirement Date, or June 30, 2013, if earlier, recomputed as of the first day of each subsequent Plan Year before the Participant’s late retirement date (and as of the actual late retirement
date) as if each such date were the Participant’s late retirement date.
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(c) |
In the event a Participant commences receipt of his or her Pension while in active service under the provisions of Section 5.04(b), such commencement date shall not be
the Participant’s Annuity Starting Date for purposes of Article 5 and the Participant shall receive a late retirement Pension commencing on such date in an amount determined as if he or she had retired on such date. The Pension payable to
the Participant during his or her period of active service shall be in the form of a Qualified Joint and Survivor Annuity, if he or she is married, or as a single life annuity, if he or she is unmarried. In the event of the death of the
Participant during active service, the provisions of Section 4.06 shall apply with respect to any death benefit payable. Upon subsequent retirement, the Participant’s Pension shall be paid in accordance with Section 5.01(a) or (b), as
appropriate, unless he or she elects an optional form of payment under Section 5.02. Subsequently, as of the end of each prior Plan Year before the Participant’s actual late retirement date (and as of his or her actual late retirement date),
the Participant’s Pension shall be recomputed to reflect any additional accruals. The Participant’s recomputed Pension shall then be paid as of the following January 1 (or applicable as of his or her late retirement date). The Participant’s
recomputed Pension shall then be reduced by the Equivalent Actuarial Value of the total payments of his or her late retirement Pension made with respect to monthly payments other than for Non-Suspendible Months of continued employment which
were paid prior to each such recomputation to arrive at the Participant’s late retirement Pension; provided that no such reduction shall reduce the Participant’s late retirement Pension below the amount of late retirement Pension payable to
the Participant prior to the recomputation of such Pension.
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|
(d) |
Notwithstanding paragraphs (b) and (c) above, in the event a Participant remains in service after the April 1 following the calendar year in which he or she attains age
70½, and does not commence payment of his or her Pension while in service under the provisions of Section 5.04(b), then his or her Pension shall be the excess, if any, of (i) over (ii) where:
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|
(i) |
is the greater of (A) the Participant’s Pension determined in accordance with Section 4.01(b) as of his or her actual retirement date taking into account the
Participant’s Benefit Service, Average Final Compensation, and Total Compensation accrued as of that date, or June 30, 2013, if earlier or (B) an amount of Equivalent Actuarial Value to the Pension to which the Participant would have been
entitled under Section 4.01(b) if he or she retired at the end of the Plan Year preceding such April 1 based on accruals through such date or June 30, 2013, if earlier, recomputed in accordance with regulations issued by the U.S. Treasury
Department as of the first day of each calendar year which begins subsequent to said date (and as of his or her actual late retirement date) as if such date were the Participant’s late retirement date, and
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|
(ii) |
is the actuarial equivalent value of any distributions made with respect to the Participant’s retirement benefits after said date.
|
|
(e) |
The pension payable to a Participant who is not a 5 percent owner (as defined in Section 416(i) of the Code) of the Company or an Affiliated Company and who is
receiving payments under the provisions of paragraph (c) and Section 5.04(b) as of December 31, 1996, shall continue to be governed by the provisions of paragraph (c) above on and after January 1, 1997.
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|
(f) |
For purposes of this Section 4.02, Equivalent Actuarial Value or actuarial equivalent value shall be determined on the basis set forth in Appendix A.
|
4.03 |
Early Retirement
|
|
(a) |
A Participant who has not reached his or her Normal Retirement Date but who, prior to his or her termination of employment from the Company and all Affiliated
Companies, has reached his or her 55th birthday and completed 10 years of Eligibility Service may retire from service and receive an early retirement Pension beginning on the first day of the calendar month after the Benefits Administration
Board receives his or her written application to retire.
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|
(b) |
The early retirement Pension shall be a deferred Pension beginning on the Participant’s Normal Retirement Date and, subject to the provisions of Section 5.01, shall be
equal to his or her Accrued Benefit. However, the Participant may elect to receive an early retirement Pension beginning on the first day of any calendar month before his or her Normal Retirement Date, provided that an early payment date
shall be subject to the notice and timing requirements described in Article 5. In that case, the Participant’s Pension shall be equal to the deferred Pension reduced by one-third of one percent for each month by which the date the
Participant’s early retirement Pension begins precedes his or her Normal Retirement Date; provided, however, that no reduction shall apply if the Participant has reached age 62 and completed 20 years of Eligibility Service on the date he or
she terminates employment with the Company and all Affiliated Companies.
|
4.04 |
Vesting
|
|
(a) |
A Participant shall be 100 percent vested in, and have a nonforfeitable right to, his or her Accrued Benefit upon completion of five years of Eligibility Service since
his or her 18th birthday. If the Participant’s employment with the Company and Affiliated Company is subsequently terminated for reasons other than retirement or death, he or she shall be eligible for a vested Pension after the Benefits
Administration Board receives his or her written application for the Pension.
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|
(b) |
The vested Pension shall begin on the Participant’s Normal Retirement Date and, subject to the provisions of Section 5.01, shall be equal to his or her Accrued
Benefit. However, if on the date of his or her termination, he or she had completed ten years of Eligibility Service, the Participant may elect to have his or her vested Pension begin on the first day of any calendar month on or after his or
her 55th birthday and before his or her Normal Retirement Date; provided that the election of an early payment date shall be subject to the notice and timing requirements described in Article 5. In that case, the Participant’s Pension shall
be equal to the vested Pension otherwise payable at his or her Normal Retirement Date reduced by one-third of one percent for each month by which the date the Participant’s vested Pension precedes his or her Normal Retirement Date.
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|
(c) |
Notwithstanding paragraph (b) above, effective as the date on or after January 1,
2014 designated by the Benefits Administration Board, a Participant who has not attained age 55 and who is eligible to receive a vested Pension under the Plan pursuant to the provisions of this Section 4.04 where the present value of such
vested Pension as determined pursuant to the provisions of Section 5.02 is more than $1,000 but not more than $5,000, may elect to receive such vested Pension in a single lump sum payment determined as provided under Section 5.02 - Option 7
as of the first day of any month following his or her termination of employment with the Company and Affiliated Company and prior to the first day of the calendar month in which his or her 55th birthday occurs.
|
4.05 |
Disability
|
|
(a) |
Notwithstanding any other Plan provision to the contrary, a Participant who ceases to be actively employed by the Company prior to July 1, 2013 and while an Employee on
account of disability shall continue to be credited with (i) Eligibility Service but only for the period he or she is eligible for and continuously receiving either (1) disability benefits under the Company’s long-term disability plan or (2)
disability insurance benefits under the Social Security Act and (ii) Benefit Service for the period prior to July 1, 2013 during which he or she is continuously receiving the disability benefits described in clause (1) and (2) of this
sentence. With respect to a Participant who, on or after January 1, 2010 and prior to July 1, 2013, becomes disabled while in qualified military service (as defined in Section 414(u) of the Code) and while his or her reemployment rights are
protected by the Uniformed Services Employment and Reemployment Rights Act of 1994 and any related legislation or guidance, such Participant shall be deemed to be disabled for purposes of the Plan if he or she would qualify for disability
benefits under the Company’s long-term disability program even though he or she otherwise may be ineligible for benefits thereunder due to the injury occurring while in the military service. There shall also be included in his or her
Eligibility Service and Benefit Service any applicable waiting period for disability benefits under the Company’s long-term disability plan or the Social Security Act; provided no Benefit Service shall be credited for any period after June
30, 2013; and provided further that after expiration of such period the Participant becomes entitled to such long-term disability benefits or Social Security disability insurance benefits. Upon attaining age 65, the Participant shall be
entitled to a disability retirement Pension in an amount provided in paragraph (b) below. Such disability retirement Pension shall commence on the Participant’s Normal Retirement Date. The Total Compensation credited to a Participant for a
period of absence accruing on or after December 31, 2004 that is counted as Benefit Service under the preceding provisions of this paragraph (a), shall be the Participant’s base rate of compensation in effect immediately prior to the date he
or she ceased employment on account of disability.
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|
(b) |
Subject to Section 5.01, the disability retirement Pension shall be calculated as a normal retirement Pension in accordance with Section 4.01(b) as in effect on the
date the Participant’s Pension commences, based on his or her Average Final Compensation at the time he or she ceased employment on account of disability, his or her Total Compensation under Section 1.42 and paragraph (a) above, and his or
her Benefit Service under Section 3.02 and paragraph (a) above. Notwithstanding the foregoing, all Benefit Service, Average Total Compensation and Total
Compensation accruals under the ongoing provisions of this Section 4.05 shall cease as of June 30, 2013.
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|
(c) |
If the Participant’s disability benefits under the Company’s long-term disability plan or disability insurance benefits under the Social Security Act are discontinued
prior to his or her Normal Retirement Date and he or she is not restored to service with the Company or an Affiliated Company, he or she shall be entitled to retire on an early retirement Pension as of the first day of the calendar month
immediately after such discontinuance or to receive a vested retirement Pension payable in accordance with Section 4.04 if at the date he or she ceased to be disabled he or she had completed the service requirements for such Pension and, in
the case of an early retirement Pension, at the date he or she ceased to be disabled he or she had attained the required age for early retirement. In either case, the Pension shall be computed on the basis of his or her Average Final
Compensation, Total Compensation, at the date of discontinuance of disability benefit determined in accordance with Section 1.42 and paragraph (a) above, and Benefit Service at the date of discontinuance of disability benefits, determined in
accordance with Article 3 and paragraph (a) above, and the benefit formula in effect on the date he or she ceases to be disabled.
|
4.06 |
Spouse’s Pension
|
|
(a) |
If a Participant:
|
|
(i) |
dies while employed by the Company or any Affiliated Company and prior to his or her Annuity Starting Date having met the requirements for any Pension under Section
4.01, 4.02, 4.03 of 4.04, or
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|
(ii) |
dies after retiring on any Pension under Section 4.01, 4.02 or 4.03, or after terminating service on or after August 23, 1984 with entitlement to a vested Pension, but
in either case before his or her Annuity Starting Date, or
|
|
(iii) |
dies while accruing service under Section 4.05 and while entitled to any Pension, but before his or her Annuity Starting Date,
|
|
(b) | (i) | If the spouse’s Pension is payable to the Participant’s Spouse, the spouse’s |
|
(A) |
if the Participant dies in active service with the Company or any Affiliated Company or while accruing Eligibility Service under Section 4.05 in either case after
having completed at least five years of Eligibility Service, or after retiring early but before his or her Annuity Starting Date, the Spouse may elect to begin receiving payments as of the first day of any month following the Participant’s
date of death and prior to what would have been his or her Normal Retirement Date; and
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|
(B) |
if the Participant dies after terminating service with the Company and all Affiliated Companies with the right to a vested Pension and having completed ten years of
Eligibility Service, but prior to his or her Annuity Starting Date, the Spouse may elect to begin receiving payments as of the first day of any month following what would have been the Participant’s 55th birthday (or following his or her date
of death, if later) and prior to what would have been his or her Normal Retirement Date.
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|
(ii) |
If the spouse’s Pension is payable to the Participant’s surviving Registered
Domestic Partner, the spouse’s Pension shall commence as of the first day of the month coincident with or next following the date on which the Benefits Administration Committee is officially notified of the Participant’s death, but only after
written application is made to commence such payment, provided, however such payment shall not commence later than one year following the Participant’s date of death.
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|
(c) | (i) | In the case of a Participant who dies in active service with the Company or any |
|
(ii) |
In the case of any other eligible Participant who dies prior to his or her Annuity Starting Date, the spouse’s Pension shall be equal to the amount of benefit the
Spouse (or surviving Registered Domestic Partner) would have received if the Pension to which the Participant was entitled at his or her date of death had commenced on his or her Normal Retirement Date (or the first day of the month following
his or her date of death, if later) in the form of a Qualified Joint and Survivor Annuity and the Participant had died immediately thereafter. The spouse’s Pension shall be further adjusted to reflect its commencement prior the Participant’s
Normal Retirement Date as follows:
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|
(A) |
if the spouse’s Pension payable to a Spouse (or Registered Domestic Partner) of a Participant who dies after retiring but prior to his or her Annuity Starting Date
commences prior to the what would have been the Participant’s Normal Retirement Date, the amount of the Pension payable to the Spouse (or Registered Domestic Partner) will be based on the amount of early retirement Pension to which the
Participant would have been entitled if he or she had requested benefit commencement at that earlier commencement date, reduced in accordance with Section 4.03(b); and
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|
(B) |
if the spouse’s Pension payable to a Spouse (or surviving Registered Domestic Partner) of a Participant who dies after terminating with the right to a vested Pension
and having completed at least ten years of Eligibility Service, but prior to his or her Annuity Starting Date commences prior to what would have been the Participant’s Normal Retirement Date, the amount of the Pension payable to the Spouse
(or Registered Domestic Partner) shall be based on the amount of vested Pension to which the Participant would have been entitled if he or she had requested benefit commencement at that earlier date, reduced in accordance with Section 4.04(b)
and in the event such commencement date is prior to the 55th anniversary of the Participant’s birth, the benefit payment to the Registered Domestic Partner shall be of Equivalent Actuarial Value to the benefit otherwise payable hereunder to
the Registered Domestic Partner on the date the Participant would have attained age 55.
|
4.07 |
Lost Participants
|
|
(a) |
Notwithstanding the foregoing provisions of Article 4, in the event a Participant's Pension otherwise scheduled to commence on the Participant’s Normal Retirement Date
(or late retirement date, if applicable) is delayed because the Benefits Administration Board is unable to locate the Participant, the Benefits Administration Board shall commence payment as soon as practicable after the date the Participant
is located. Unless the Participant elects an optional form of payment in accordance with the provisions of Section 5.02, payment shall be in the automatic form set forth in Section 5.01 applicable to the Participant on his or her Annuity
Starting Date. The Pension payable to the Participant as of his or her Annuity Starting Date shall be of Equivalent Actuarial Value to the Pension otherwise payable to the Participant on his or her Normal Retirement Date.
|
|
(b) |
In lieu of the Pension otherwise payable under paragraph (a) above, a Participant described in paragraph (a) whose Pension will be paid in the form of an annuity may
elect to receive:
|
|
(i) |
a reduced Pension equal to the Pension otherwise payable under paragraph (a) above (as adjusted to reflect the form of payment elected by the Participant under the
provisions of Section 5.01 or 5.02, as applicable) reduced by the Equivalent Actuarial Value of the lump sum payment under clause (ii)
below, and
|
|
(ii) |
a lump sum payment equal to the sum of the monthly payments the Participant would have received during the period beginning on his or her Normal Retirement Date (or
late retirement date, if applicable) and ending with the month preceding his or her Annuity Starting Date. The amount of such monthly payments shall be determined as of the Participant’s Normal Retirement Date (or late retirement date, if
applicable) on the basis of the actual form of payment in which the Participant’s Pension under subparagraph (i) above is payable.
|
|
(c) |
For purposes of paragraph (a) and (b), Equivalent Actuarial Value shall be determined on the basis set forth in Appendix A.
|
4.08 |
Maximum Benefit Limitation
|
|
(a) |
The provisions of Section 415 of the Code are incorporated into the Plan by reference. The
following provisions of this Section reflecting the increased limitations of Section 415(b) of the Code effective on and after January 1, 2002 shall apply to all current and former Participants (with benefits limited by Section 415(b) of the
Code) who have an Accrued Benefit under the Plan immediately prior to January 1, 2002 (other than an Accrued Benefit resulting from a benefit increase solely as a result of the increases in limitations under Section 415(b).
|
|
(b) |
Notwithstanding any other provision of the Plan, the annual benefit to which a Participant is entitled under the Plan shall not, in any Limitation Year, be in an amount
which would exceed the applicable limitations under Section 415 of the Code and regulations thereof. As of January 1 of each calendar year commencing on or after January 1, 2003, the dollar limitation as determined by the Commissioner of
Internal Revenue for that calendar year shall become effective as the maximum permissible dollar amount of benefit payable under the Plan during the Limitation Year ending within that calendar year including benefit payable to Participants
who retired prior to that Limitation Year. The determination of the amount of any increase in the Pension payable to a Participant in receipt of a Pension on the
last day of the prior Limitation Year shall be determined based on the Participant's age at the date his or her Pension commenced.
|
|
(c) |
To the extent required to comply with Section 415 of the Code, if a Participant participates in more than one defined benefit pension plan required to be aggregated
with this Plan under Section 415 of the Code and if the provisions of Section 415 require an adjustment to benefits to comply with Section 415 of the Code, adjustments to a Participant’s benefits payable with respect to such Participant
shall be made first under any other defined benefit plan maintained by the Company or an Affiliated Company which provides for a reduction in this circumstance prior to making any adjustment under this Plan.
|
|
(d) |
The term “remuneration” for purposes of applying the limitations under Section 415 of the Code with respect to any Participant shall mean the wages, salaries, and other
amounts paid in respect of such Participant by the Company or an Affiliated Company for personal services actually rendered and including any elective amounts that are not includible in gross income of the Participant by reason of Section
125, 132(f), 402(g) or 457(b) of the Code and shall exclude other deferred compensation, stock options, and other distributions which receive special tax benefits under the Code. For Limitation Years beginning on or after July 1, 2007, “remuneration” shall include payments made by the later of 2½ months after severance from employment, or the end of the Limitation Year that includes the date of
severance from employment, if, absent a severance from employment, such payments would have been paid to the employee while the employee continued in employment with the Company or an Affiliated Company, and are regular compensation for
services during the employee’s regular working hours, compensation for services outside the employee’s regular working hours (such as overtime or shift differential), commissions, bonuses or other similar compensation. Effective
for Limitation Years beginning on and after July 1, 2007, for purposes of applying the maximum benefit limitations under this Section 4.08, remuneration shall not exceed the limitation on compensation under Section 401(a)(17) of the Code.
|
|
(i) |
salary continuation payments for military service as described in Treasury Regulation Section 1.415(c)-2(e)(4);
|
|
(ii) |
compensation paid after severance from employment as described in Treasury Regulation Section 1.415(c)-2(e)(3)(ii) and (iii)(A), and
|
|
(iii) |
foreign income as described in Treasury Regulation Section 1.415(c)-2(g)(5)(i), excluding amounts described in Treasury Regulation Section 1.415(c)-2(g)(5)(ii).
|
4.09 |
Transfers and Employment With an Affiliated Company
|
|
(a) |
If an Employee (i) becomes employed by the Company in any capacity other than as an Employee as defined in Article 1, (ii) becomes employed by an Affiliated Company, or
(iii) becomes a Leased Employee, he or she shall retain any Benefit Service he or she has under this Plan. Upon his or her later retirement or termination of employment with the Company or Affiliated Company (or upon benefit commencement in
the case of a Leased Employee), any benefits to which the Employee is entitled under the Plan shall be determined under the Plan provisions in effect on the date he or she ceases to be an Employee as defined in Article 1, and only on the
basis of his or her Benefit Service, Average Final Compensation, and Total Compensation accrued prior to July 1 , 2013 and while he or she was an Employee as defined in Article 1.
|
|
(b) |
Subject to the Break in Service provisions of Article 3 and except as otherwise provided in paragraphs (c) and (d) below, in the case of a person who (i) was originally
employed by the Company in any capacity other than as an Employee as defined in Article 1, (ii) was originally employed by an Affiliated Company, or (iii) was originally providing services to the Company as a Leased Employee, and thereafter
becomes an Employee, upon his or her later retirement or termination of employment, the benefits payable under the Plan shall be computed under the Plan provisions in effect at that time, and only on the basis of the Benefit Service, Average
Final Compensation, and Total Compensation accrued while he or she is an Employee as defined in Article 1 and prior to July 1, 2013.
|
|
(c) |
Notwithstanding any Plan provision to the contrary, in the case of a person who is employed by the Company as an Employee prior to January 1, 2005 and who was
previously employed by an Affiliated Company, other than a person who retired or otherwise terminated employment with the Company prior to May 1, 1984, the annual Pension computed under the Plan shall include as Benefit Service any period of
employment with an Affiliated Company rendered prior to January 1, 2005 (but only during the period it qualified as such); provided, the annual Pension payable hereunder shall be reduced by the Equivalent Actuarial Value of any retirement
benefit the Participant received or is entitled to receive under a retirement plan of such Affiliated Company with respect to any service which is recognized as Benefit Service for purposes of computation of benefits under this Plan.
Notwithstanding any Plan provision to the contrary, in the case of a person who is employed by the Company as an Employee on or after January 1, 2005 and prior to July 1, 2013 and who was previously employed by an Affiliated Company, the
annual Pension computed under the Plan shall include as Benefit Service any period of employment with an Affiliated Company rendered prior to January 1, 2005 (but only during the period it qualified as such) to the extent such employment was
recognized as service for the purpose of calculating a benefit under a defined benefit plan maintained by such Affiliated Company; provided, the annual Pension payable hereunder shall be reduced by the Equivalent Actuarial Value of any
retirement benefit the Participant received or is entitled to receive under a defined benefit plan of such Affiliated Company with respect to any service which is recognized as Benefit Service for purposes of computation of benefits under
this Plan.
|
|
(d) |
Notwithstanding any Plan provisions to the contrary, with respect to any person who immediately prior to the date on which he or she becomes an Employee is in the
employ of the Company as an employee but not as an Employee, the annual Pension computed under the Plan shall include as Benefit Service any period of employment with the Company rendered as an employee prior to January 1, 2005.
|
|
(e) |
Notwithstanding the foregoing provisions of this Section 4.09, the Pension computed under Section 4.01, 4.02, or 4.03 of any Participant previously employed by The
Ronald Press Company (“Ronald”), excluding Employees who have retired or otherwise terminated their employment with the Company prior to May 1, 1984, shall be equal to the Pension which the Participant would have been entitled to if he or she
had been credited with service with Ronald, in addition to his or her service with the Company, minus an amount equal to an annual annuity commencing at age 65 for the life of the Participant which could have been obtained in September 1977
(under the actuarial assumptions used by the Plan) for an amount equal to the lump sum payment the Participant received from Ronald in September 1977 as additional compensation (being the payment referred to in Section 3.3 of the Stock
Purchase Agreement between the Company and the shareholders of Ronald). The provisions of this paragraph (d) shall be applicable only if it results in a larger Pension to the Participant.
|
5.01 |
Automatic Form of Payment
|
|
(a) |
If the Participant is not married on his or her Annuity Starting Date, his or her Pension shall be payable in monthly installments ending with the last monthly payment
before death, unless the Participant has elected an optional benefit as provided in Section 5.02.
|
|
(b) |
If the Participant is married on his or her Annuity Starting Date or has a Registered Domestic Partner on his or her Annuity Starting Date, and if he or she has not
elected an optional form of benefit as provided in Section 5.02, the Pension payable shall be in the form of a Qualified Joint and Survivor Annuity of Equivalent Actuarial Value to the Pension otherwise payable, providing for a reduced
Pension payable to the Participant during his or her life, and after his or her death providing that one-half of that reduced Pension will continue to be paid during the life of, and to, the Spouse (or Registered Domestic Partner) to whom he
or she was married at his or her Annuity Starting Date. Notwithstanding the preceding, if an option described in Section 5.02 provides for payments continuing after the Participant’s death for the life of a Beneficiary at a rate of at least
50 percent but not more than 100 percent of the Pension payable for the life of the Participant and if such option, with the Spouse to whom the Participant is married on his or her Annuity Starting Date or the Participant’s Registered
Domestic Partner on his or her Annuity Starting Date) named as Beneficiary, would be of greater actuarial value than the joint and survivor annuity described above, such option with such Spouse (or Registered Domestic Partner) as Beneficiary
shall be the Qualified Joint and Survivor Annuity.
|
|
(c) |
Notwithstanding any Plan provision to the contrary, effective as of January 1, 2014, if the Participant’s Annuity Starting Date occurs on or after his or her Normal
Retirement Date and the present value of his or her Pension amounts to $5,000 or less, or if the Participant’s Annuity Starting Date occurs before his or her Normal Retirement Date and the present value of his or her Pension amounts to
$1,000 or less as of such Annuity Starting Date, a lump sum payment of Equivalent Actuarial Value shall be made in lieu of all benefits. Notwithstanding any Plan provision to the contrary, effective as of January 1, 2014, a lump sum payment
of Equivalent Actuarial Value shall be made in lieu of all benefits if the present value of the Pension payable on behalf of a Participant to a his or her spouse, Registered Domestic Partner or other Beneficiary determined as of his or her
Normal Retirement Age or actual date of death, if later, amounts to $5,000 or less. In determining the amount of a lump sum payment payable under this paragraph, (i) Equivalent Actuarial Value shall mean a benefit, in the case of a lump sum
benefit payable prior to a Participant’s Normal Retirement Age, of Equivalent Actuarial Value to the benefit which would otherwise have been provided commencing at the Participant’s Normal Retirement Age, and (ii) the Equivalent Actuarial Value shall be determined by using the IRS Mortality Table and the IRS Interest Rate. Such Equivalent Actuarial Value shall be determined as of the
Participant’s Annuity Starting Date by using the IRS Mortality Table and the IRS Interest Rate in effect as of such Annuity Starting Date. The lump sum payment shall be made as soon as practicable following the determination that the amount
qualifies for distribution under this paragraph. The determination as to whether a lump sum payment is due shall be made as in accordance with procedures established by the Benefits Administration Committee on a basis uniformly applicable to
all Participants similarly situated. In no event shall such lump sum payment be made following the date Pension payments have commenced as an annuity.Notwithstanding the foregoing, in calculating the amount of a lump sum payment under this
paragraph (c) with an Annuity Starting Date on or after January 1, 2014 and prior to January 1, 2015, in no event shall such lump sum payment be less than the lump sum amount that would have been provided if the IRS Interest Rate under
Section 1.21(a) and the Stability Period under Section 1.41(i) continued in effect for the 2014 calendar year.
|
5.02 |
Optional Forms of Payment
|
|
Option 1. |
A modified Pension payable during the Participant’s life, and after his or her death payable during the life of, and to, the Beneficiary named by him or her when he or
she elected the option.
|
|
Option 2. |
A modified Pension payable during the Participant’s life, and after his or her death payable at 50% (or, effective with respect to an Annuity Starting Date occurring on
or after May 1, 2008, 75%) the rate of his or her modified Pension during the life of, and to, the Beneficiary named by him or her when he or she elected the option.
|
|
Option 3. |
Either Option 1 or Option 2; provided, that in the event the Beneficiary predeceases the Participant, the annual Pension payable to the Participant after the
Beneficiary’s death shall equal the Pension that would have been payable pursuant to Section 5.01(a).
|
|
Option 4. |
In the case of a Participant who retires before the first day on which he or she shall be entitled (upon proper application) to receive his or her old age Social
Security insurance benefit (regardless of reduction on account of commencement of such Social Security benefit prior to Social Security Retirement Age), a Pension payable until such date during the Participant’s lifetime, and at any reduced
amount thereafter, but not less than zero, for the remainder of the Participant’s life. For purposes of this Option 4, “Social Security Benefit” means the old age insurance benefit which the Employee is entitled to receive under Title II of
the Social Security Act as in effect on the date he or she retires or otherwise terminates employment, or which he or she would be entitled to receive if he or she did not disqualify himself or herself from receiving Social Security benefits
by entering into covered employment or for any other reason. In computing any Social Security Benefit, no wage index adjustment or cost-of-living adjustment shall be assumed with respect to any period after the end of the calendar year in
which the Employee retires or terminates service. The Employee’s Social Security Benefit shall be determined on the basis of the Employee’s actual earnings, where available from Company records, in conjunction with a salary increase
assumption based on the actual yearly change in the national average wages as determined by the Social Security Administration for all other years prior to retirement or other termination of employment with the Company where actual earnings
are not so available.
|
|
Option 5. |
A Pension payable for the Participant’s life, with no Pension payable after his or her death.
|
|
Option 6. |
Effective as of the date on or after January 1, 2014 designated by the Benefits Administration Board, a lump sum payment of Equivalent Actuarial Value to the Pension
otherwise payable to the Participant, provided the amount of the lump sum payment at the Annuity Starting Date exceeds $1,000 but not $5,000. In determining
the amount of a lump sum optional benefit available under this Option, (a) Equivalent Actuarial Value shall mean a benefit, in the case of a lump sum benefit payable prior to a Participant’s Normal Retirement Date, of equivalent value to the
benefit which would otherwise have been provided commencing at the Participant’s Normal Retirement Date and (b) in no event shall the Equivalent Actuarial
Value be less than the amount determined by using the IRS Mortality Table and the IRS Interest Rate.
|
5.03 |
Election of Options
|
|
(a) |
A married Participant’s election of any option shall only be effective if Spousal Consent to the election is received by the Benefits Administration Board, unless:
|
|
(i) |
the option provides for monthly payments to his or her Spouse for life after the Participant’s death, in an amount equal to at least 50 percent but not more than
100 percent of the monthly amount payable under the option to the Participant, and
|
|
(ii) |
the option is of Equivalent Actuarial Value to the Qualified Joint and Survivor Annuity.
|
|
(b) |
Upon receipt of notification that a Participant wishes to commence payments of his or her Pension, the Company shall furnish to each Participant a written explanation
in nontechnical language of the terms and conditions of the Pension payable to the Participant in the normal and optional forms described in Sections 5.01 and 5.02. Such explanation shall include a general description of the eligibility
conditions for, and the material features and relative values of, the optional forms of Pensions under the Plan, any rights the Participant may have to defer commencement of his or her Pension, the consequences of failing to defer receipt of his or her Pension, the requirement for Spousal Consent as provided in paragraph (a) above, and the right of the Participant to make, and to revoke,
elections under Section 5.02.
|
|
(c) |
The Company must provide the notice required by paragraph (b) no more than 90 days and no less than 30 days prior to the Participant’s Annuity Starting Date. A
Participant’s Annuity Starting Date may not occur less than 30 days after receipt of the notice, except as otherwise provided in paragraph (d). An election under Section 5.02 shall be made on a form provided by the Benefits Administration
Board and may be made during the 90-day period following the date the notice is furnished to the Participant, but not prior to the date the Participant receives the written explanation described in paragraph (b). Notwithstanding the
foregoing, an election made after the Annuity Starting Date shall be deemed to have been made within the election period if (i) the written explanation described in paragraph (b) is provided to the Participant before the Annuity Starting
Date, (ii) distribution commences not later than 90 days after the date such written explanation is provided to the participant, and (iii) the Participant’s election is made before the distribution commences. A distribution shall not be
deemed to violate the requirements of clause (ii) of the preceding sentence merely because, due solely to administrative delay, it commences more than 90 days after the date such written explanation is provided to the Participant.
|
|
(d) |
Notwithstanding the provisions of paragraph (c) above, a Participant may, after having received the notice required by paragraph (b), affirmatively elect to have his or
her benefit commence sooner than 30 days following his or her receipt of the notice, provided all of the following requirements are met:
|
|
(i) |
the Benefits Administration Board clearly informs the Participant that he or she has a period of at least 30 days after receiving the notice to decide when to have his
or her benefits begin and, if applicable, to choose a particular optional form of payment;
|
|
(ii) |
the Participant affirmatively waives the 30-day period referred to above and elects a date for his or her benefits to begin and, if applicable, an optional form of
payment, after receiving the notice;
|
|
(iii) |
the Participant is permitted to revoke his or her election until the later of his or her Annuity Starting Date or seven days following the day he or she received the
notice;
|
|
(iv) |
payment does not commence less than seven days following the day after the notice is received by the Participant (except the 90 day period may be extended due to
administrative delay; and
|
|
(v) |
the Participant’s Annuity Starting Date is after the date the notice is provided.
|
|
(e) |
An election of an option under Section 5.02 may be revoked on a form provided by the Benefits Administration Board, and subsequent elections and revocations may be made
at any time and from time to time during the election period specified in paragraph (c) or (d) above, whichever is applicable. An election of an optional benefit shall be effective on the Participant’s Annuity Starting Date and may not be
modified or revoked after his or her Annuity Starting Date unless otherwise provided under paragraph (d) above. A revocation of any election shall be effective when the completed form is filed with the Benefits Administration Board. If a
Participant who has elected an optional benefit dies before the date the election of the option becomes effective, the election shall be revoked except as provided in Section 4.06(c). If the Beneficiary designated under an option dies before
the date the election of the option becomes effective, the election shall be revoked.
|
5.04 |
Commencement of Payments
|
|
(a) |
Except as otherwise provided in Article 4 or this Article 5, payment of a Participant’s Pension shall begin as soon as administratively practicable following the latest
of (i) the Participant’s 65th birthday, (ii) the fifth anniversary of the date on which he or she became a Participant, or (iii) the date he or she terminates service with the Company, (but not more than 60 days after the close of the Plan
Year in which the latest of (i), (ii) or (iii) occurs).
|
|
(b) |
Notwithstanding the preceding paragraph, in the case of a Participant who is 5 percent owner (as defined in Section 416(i) of the Code) who remains in the active
service of the Company or an Affiliated Company after April 1 following the calendar year in which he or she attains age 70½ in accordance with the provisions of Section 4.02(c), the Participant’s Pension shall begin not later than the
April 1 following the calendar year in which he or she attains age 70½. Notwithstanding the foregoing, in the case of any Participant who is not a 5 percent owner and who remains in active service of the Company or an Affiliated Company
after the April 1 of the calendar year in which he or she attains age 70½, such Participant’s Pension shall be payable as of the last day of the month following the date he or she terminates employment with the Company and all Affiliated
Companies, subject to the notice and timing requirements of Article 5, unless otherwise required to commence earlier to comply with applicable law.
|
5.05 |
Distribution Limitation
|
|
(b) |
If the Participant’s Pension is being distributed in the form of a joint and survivor annuity for the joint lives of the Participant and a non-Spouse Beneficiary,
annuity payments to be made on or after the Participant’s required beginning date to the designated beneficiary after the Participant’s death must not at any time exceed the applicable percentage of the annuity payment for such period that
would have been payable to the Participant using the table set forth in Q&A-2(c)(2) of Section 1.401(a)(9)-6 of the U. S. Treasury Department regulations, in the manner describe in Q&A-2(c)(1) of the regulations, to determine the
applicable percentage.
|
|
(c) |
For purposes of this Section, the following definitions shall apply:
|
|
(iii) |
Life expectancy. Life expectancy as computed using the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.
|
|
(iv) |
Required beginning date. The date specified in Section 5.04(b).
|
5.06 |
Direct Rollover of Certain Distributions
|
|
(a) |
Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this Article, a distributee may elect, at the time
and in the manner prescribed by the Benefits Administration Board, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.
|
|
(b) |
The following definitions apply to the terms used in this Section:
|
|
(i) |
“Eligible rollover distribution” means any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover
distribution does not include:
|
|
(A) |
any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the
distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more;
|
|
(B) |
any distribution to the extent such distribution is required under Section 401(a)(9) of the Code;
|
|
(C) |
after-tax amounts unless such amount is rolled over or transferred (i.e., directly rolled) to an individual retirement account or individual retirement annuity
described in Section 408(a) or 408(b) of the Code, respectively, or effective as of January 1, 2008 , a Roth individual account described in Section 408A(b) of the Code or transferred to a defined contribution plan qualified under Section
401(a) of the Code that agrees to separately account for such amount; or for taxable years beginning after December 31, 2006 to a defined benefit plan qualified under Section 401(a) of the Code or to an annuity contract described in Section
403(b) of the Code, if such qualified plan or contract provides for separate accounting for such amounts; and
|
|
(D) |
effective on and after January 1, 2002, any in-service withdrawal that is made on account of hardship.
|
(ii)
|
An “eligible retirement plan” means any of the following types of Plans that accept the distributee’s eligible rollover:
|
(A)
|
an individual retirement account or an individual retirement annuity described in Section 408(a) and 408(b) of the Code, respectively;
|
(B)
|
an annuity plan described in Section 403(a) of the Code;
|
(C)
|
a qualified Plan described in Section 401(a) of the Code;
|
(D)
|
effective January 1, 2002, an annuity contract described in Section 403(b) of the Code;
|
(E)
|
effective January 1, 2002, an eligible plan under Section 457(b) of the Code which is maintained by a State, political subdivision of a state, or
any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan; and
|
(F)
|
effective January 1, 2008, a Roth IRA described in Section 408A of the Code.
|
|
(iii) |
A “distributee” includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving Spouse and the Employee’s or former Employee’s
Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the Spouse or former Spouse; and
|
|
(iv) |
A “direct rollover” is a payment by the Plan to the eligible retirement plan specified by the distributee.
|
|
(c) |
Notwithstanding any provision of this Section to the contrary, effective as of January 1, 2007, the non-spouse Beneficiary of a deceased Participant may elect, at the
time and in the manner prescribed by the Benefits Administration Board, to directly rollover any portion of his or her distribution from the Plan to an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code
or effective as of January 1, 2008 as Roth IRA described in Section 408A of the Code, (collectively “IRA”) that is established on behalf of the designated beneficiary and that will be treated as an inherited IRA pursuant to the provisions of
Section 402(c)(11) or Section 408(d)(3)(c)(ii) of the Code.
|
6.01 |
Company’s Contributions
|
6.02 |
Return of Contributions
|
|
(a) |
The Company’s contributions to the Plan are conditioned upon their deductibility under Section 404 of the Code. If all or part of the Company’s deductions for
contributions to the Plan are disallowed by the Internal Revenue Service, the portion of the contributions to which that disallowance applies shall be returned to the Company without interest, but reduced by any investment loss attributable
to those contributions. The return shall be made within one year after the date of the disallowance of deduction.
|
|
(b) |
The Company may recover without interest the amount of its contributions to the Plan made on account of a mistake in fact, reduced by any investment loss attributable
to those contributions, if recovery is made within one year after the date of those contributions.
|
7.01 |
Named Fiduciary and Administrator
|
7.02 |
Appointment and Duties of Benefits Administration Board
|
7.03 |
Appointment and Duties of Plan Asset Committee
|
7.04 |
Meetings
|
7.05 |
Action of Majority
|
7.06 |
Compensation and Bonding
|
7.07 |
Establishment of Rules
|
7.08 |
Prudent Conduct
|
7.09 |
Actuary
|
7.10 |
Maintenance of Accounts
|
7.11 |
Service in More Than One Fiduciary Capacity
|
7.12 |
Limitation of Liability
|
7.13 |
Indemnification
|
7.14 |
Appointment of Investment Manager
|
(a)
|
has the power to manage, acquire or dispose of any asset of the Plan;
|
(b)
|
is (i) registered as an investment advisor under the Investment Advisors Act of 1940, (ii) a bank, as defined in that Act, or
(iii) an insurance company qualified to perform services described in paragraph (a) above; and
|
|
(c) |
has acknowledged in writing that he or she is a fiduciary with respect to the Plan.
|
7.15 |
Expenses of Administration
|
7.16 |
Non-Discrimination
|
7.17 |
Claims and Review Procedures
|
(a)
|
the specific reasons for the denial;
|
(b)
|
specific references to pertinent Plan provisions on which the denial is based;
|
(c)
|
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of
why such material or information is necessary; and
|
(d)
|
an explanation of the claim review procedure set forth in this Section 7.17.
|
|
(a) |
The claimant’s right to receive, upon request and free of charge, copies of all documents and records relevant to the claim, including any guidelines, protocols, or
similar criteria that was relied upon by the Review Panel;
|
|
(b) |
If relevant, an explanation of any scientific or clinical judgment that was the basis of the determination; and
|
|
(c) |
The following statement: “You and the Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be
available is to contact your local U.S. Department of Labor office.”
|
7.18 |
Limitations of Time for Submitting Claims and Filing Suits
|
8.01 |
Funding Agent
|
8.02 |
Exclusive Benefit Rule
|
9.01 |
Nonalienation
|
|
(a) |
Except as required by any applicable law, or by paragraph (b), no benefit under the Plan shall in any manner be anticipated, assigned or alienated, and any attempt to
do so shall be void. However, payment shall be made in accordance with the provisions of any judgment, decree, or order which:
|
|
(i) |
creates for, or assigns to, a spouse, former spouse, child or other dependent of a Participant the right to receive all or a portion of the Participant’s benefits under
the Plan for the purpose of providing child support, alimony payments or marital property rights to that spouse, child or dependent,
|
|
(ii) |
is made pursuant to a State domestic relations law,
|
|
(iii) |
does not require the Plan to provide any type of benefit, or any option, not otherwise provided under the Plan, and
|
|
(iv) |
otherwise meets the requirements of Section 206(d) of ERISA, as amended, as a “qualified domestic relations order,” as determined by the Benefits Administration Board.
|
|
(b) |
A Participant’s benefits under the Plan shall be offset by the amount the Participant is required to pay to the Plan under the circumstances set forth in
Section 401(a)(13)(C) of the Code.
|
9.02 |
Conditions of Employment Not Affected by Plan
|
9.03 |
Facility of Payment
|
|
(a) |
If the Benefits Administration Board shall find that a Participant or other person entitled to a benefit is unable to care for his or her affairs because of illness or
accident or because he or she is a minor, the Benefits Administration Board may direct that any benefit due him or her, unless claim shall have been made for the benefit by a duly appointed legal representative, be paid to his or her spouse,
a Registered Domestic Partner, a child, a parent or other blood relative, or to a person with whom he or she resides. Any payment so made shall be a complete discharge of the liabilities of the Plan for that benefit.
|
|
(b) |
Beneficiary’s Ability to Disclaim Interest in Plan
|
9.04 |
Information
|
9.05 |
Top-Heavy Provisions
|
|
(a) |
The following definitions apply to the terms used in this Section:
|
|
(i) |
“applicable determination date” means the last day of the preceding Plan Year;
|
|
(ii) |
“top-heavy ratio” means the ratio of (A) the present value of the cumulative Accrued Benefits under the Plan for key employees to (B) the present value of the
cumulative Accrued Benefits under the Plan for all key employees and non-key employees; provided, however, that if an individual has not performed services for the Company at any time during the one-year period ending on the applicable
determination date, any accrued benefit for such individual (and the account of such individual) shall not be taken into account, and provided further, that the present values of Accrued Benefits under the Plan for an employee as of the
applicable determination date shall be increased by the distributions made with respect to the employee under the Plan and any aggregated with the Plan under Section 416(g)(2) of the Code during the one-year period (five-year period in the
case of a distribution made for a reason other than severance from employment, death or disability) ending on the applicable determination date, and any
distributions made with respect to the employee under a termination which, had it not been terminated, would have been in the required aggregation group;
|
|
(iii) |
“applicable valuation date” means the date within the preceding Plan Year as of which annual Plan costs are or would be computed for minimum funding purposes;
|
|
(iv) |
“key employee” means any employee or former employee (including any deceased employee) who at any time during the Plan Year that includes the applicable determination
date was an officer of a Company or an Affiliated Company having remuneration greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5 percent owner (as defined in Section
416(i)(1)(B)(i) of the Code) of a Company or an Affiliated Company or a one percent owner (as defined in Section 416(i)(1)(B)(ii) of the Code) of a Company or an Affiliated Company having remuneration greater than $150,000. The determination
of which is a key employee shall be made in accordance with Section 416(i) of the Code and the applicable regulations and other guidance of general applicability issued thereunder). For purposes of this Section, Remuneration shall mean the
wages, salaries and other amounts paid in respect of such employee by the Company or an Affiliated Company for personal services actually rendered, including by way of limitation, bonuses, overtime payments and commissions; but excluding
deferred compensation, stock options and other distributions which receive special tax benefits under the Code. Remuneration shall include elective deferrals as defined in Section 402(g)(3) of the Code and amounts contributed by the Company
or an Affiliated Company pursuant to a salary reduction agreement which are not included in the gross income of the employee under Section 125, 132(f)(4) or 457 of the Code.
|
|
(v) |
“non-key employee” means any employee who is not a key employee;
|
|
(vi) |
“average Remuneration” means the average annual remuneration of a Participant for the five consecutive years of his or her Eligibility Service after December 31, 1983
during which he or she received the greatest aggregate remuneration, as limited by Section 401(a)(17) of the Code, from the Company or an Affiliated Company, excluding any remuneration for service after the last Plan Year with respect to
which the Plan is top-heavy. For purposes of this Section 9.05 “remuneration” shall have the same meaning as set forth in Section 4.08(d).
|
|
(vii) |
“required aggregation group” means each other qualified plan of the Company or an Affiliated Company (including plans that terminated within the five-year period ending
on the determination date) in which there are members who are key employees or which enables the Plan to meet the requirements of Section 401(a)(4) or 410 of the Code; and
|
|
(viii) |
“permissive aggregation group” means each plan in the required aggregation group and any other qualified plan(s) of the Company or an Affiliated Company in which all
members are non-key employees, if the resulting aggregation group continues to meet the requirements of Sections 401(a)(4) and 410 of the Code.
|
|
(b) |
For purposes of this Section, the Plan shall be “top-heavy” with respect to any Plan Year, if as of the applicable determination date the top-heavy ratio exceeds
60 percent. The top-heavy ratio shall be determined as of the applicable valuation date in accordance with Section 416(g)(3) and (4)(B) of the Code on the basis of the actuarial assumptions described in Appendix A. For purposes of
determining whether the Plan is top-heavy, the present value of Accrued Benefits under the Plan will be combined with the present value of accrued benefits or account balances under each other plan in the required aggregation group, and, in
the Company’s discretion, may be combined with the present value of accrued benefits or account balances under any other qualified plan(s) in the permissive aggregation group. The accrued benefit of a non-key employee under the Plan or any
other defined benefit plan in the aggregation group shall be determined (i) under the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Company or an Affiliated Company, or (ii) if there is no such
method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule described in Section 411(b)(1)(C) of the Code.
|
|
(c) |
The following provisions shall be applicable to Participants for any Plan Year with respect to which the Plan is top-heavy:
|
|
(i) |
In lieu of the vesting requirements specified in Section 4.04, a Participant shall be vested in, and have a nonforfeitable right to, a percentage of his or her Accrued
Benefit determined in accordance with the provisions of Section 1.01 and subparagraph (ii) below, as set forth in the following vesting schedule:
|
|
(ii) |
With respect to Plan Years beginning prior to January 1, 2014, the Accrued Benefit of a Participant who is a non-key employee shall not be less than 2 percent of his or
her average Remuneration multiplied by the number of years of his or her Eligibility Service, not in excess of 10, during the Plan Years for which the Plan is top-heavy. For purposes of the preceding sentence, years of Eligibility Service
shall be disregarding the extent that such years of Eligibility Service occurred during a Plan Year when the Plan benefits (within the meaning of Section 410(b) of the Code) no key employee or former key employee. That minimum benefit shall
be payable at a Participant’s Normal Retirement Date. If payments commence at a time other than the Participant’s Normal Retirement Date, that minimum Accrued Benefit shall be of Equivalent Actuarial Value to that minimum benefit.
|
|
(d) |
If the Plan is top-heavy with respect to a Plan Year and ceases to be top-heavy for a subsequent Plan Year, the following provisions shall be applicable:
|
|
(i) |
The Accrued Benefit in any such subsequent Plan Year shall not be less than the minimum Accrued Benefit provided in paragraph (c)(ii) above, computed as of the end of
the most recent Plan Year for which the Plan was top-heavy.
|
|
(ii) |
If a Participant has completed three years of Eligibility Service on or before the last day of the most recent Plan Year for which the Plan was top-heavy, the vesting
schedule set forth in paragraph (c)(i) above shall continue to be applicable.
|
|
(iii) |
If a Participant has completed at least two, but less than three, years of Eligibility Service on or before the last day of the most recent Plan Year for which the Plan
was top-heavy, the vesting provisions of Section 4.04 shall again be applicable; provided, however, that in no event shall the vested percentage of a Participant’s Accrued Benefit be less than the percentage determined under paragraph (c)(i)
above as of the last day of the most recent Plan Year for which the Plan was top-heavy.
|
9.06 |
Prevention of Escheat
|
9.07 |
Electronic Transmission of Notices to Participants
|
9.08 |
Non-duplication of Benefits
|
9.09 |
Construction
|
|
(a) |
The Plan shall be construed, regulated and administered under ERISA as in effect from time to time, and the laws of the State of New York, except where ERISA controls.
|
|
(b) |
The titles and headings of the Articles and Sections in this Plan are for convenience only. In case of ambiguity or inconsistency, the text rather than the titles or
headings shall control.
|
9.10 |
Limitation on Benefits in the Event of a Liquidity Short Fall
|
9.11 |
Limitations Based on Funded Status of the Plan
|
|
(a) |
In the event the Plan’s adjusted funding target attainment percentage for a Plan Year is less than 60 percent (or would be less than 60 percent to the extent described
in Section 9.12 below), then the limitations of this paragraph (a) shall apply as follows:
|
|
(i) |
Benefit accruals shall cease as of the applicable Section 436 measurement date under the provisions of Section 436(e) of the Code. In addition, if the Plan is required
to cease benefit accruals under this clause (a)(i), the Plan may not be amended in a manner that would increase the liabilities of the Plan by reason of an increase in benefits or the establishment of new benefits. For purposes of
determining whether the accrual limitation under this clause (a)(i) applies to the Plan, the adjusted funding target attainment percentage for a Plan Year shall be determined in accordance with "Special Rules for Certain Years" under Section
436(j)(3) of the Code (except as provided under Section 203(b) of the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010, if applicable).
|
|
(ii) |
A Participant or Beneficiary is not permitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibited
payment with an annuity starting date on or after the applicable Section 436 measurement date, and the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or
transfer that is a prohibited payment. This clause (a)(ii) shall not apply to any payment of a benefit which under Section 411(a)(11) of the Code may be immediately distributed without the consent of the Participant. For purposes of
determining whether the limitations under this clause (a)(ii) applies to payments under a social security leveling option, within the meaning of Section 436(j)(3)(C)(i) of the Code, the adjusted funding target attainment percentage for a Plan
Year shall be determined in accordance with the "Special Rule for Certain Years" under Section 436(j)(3) of the Code and any Treasury Regulations or other published guidance thereunder.
|
|
(b) |
In the event the Plan's adjusted funding target attainment percentage for a Plan Year is less than 80 percent (or would be less than 80 percent to the extent described
in Section 9.11(b)(ii) below) but not less than 60 percent then the limitations of this paragraph (b) shall apply as follows:
|
|
(i) |
A Participant or Beneficiary is not permitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibited
payment with an annuity starting date on or after the applicable Section 436 measurement date, and the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or
transfer that is a prohibited payment, unless the present value of the portion of the benefit that is being paid in a prohibited payment does not exceed the lesser of:
|
|
(A) |
50 percent of the present value of the benefit payable in the optional form of benefit that includes the prohibited payment; or
|
|
(B) |
100% of the PBGC maximum benefit guarantee amount (as defined in Treasury Regulation Section 1.436-1(d)(3)(iii)(C)).
|
|
(ii) |
An amendment that has the effect of increasing liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit
accrual, or changing the rate at which benefits become nonforfeitable shall not become effective during a Plan Year if the adjusted funding target attainment percentage for the Plan Year is:
|
|
(A) |
less than 80 percent; or
|
|
(B) |
80 percent or more, but would be less than 80 percent if the benefits attributable to the amendment were taken into account in determining the adjusted funding target
attainment percentage.
|
|
(c) |
Notwithstanding any other provisions of this Plan to the contrary, a Participant or beneficiary is not permitted to elect, and the Plan shall not pay, a single sum
payment or other optional form of benefit that includes a prohibited payment with an annuity starting date that occurs during any period in which the Employer is a debtor in a case under Title 11, United States Code, or similar Federal or
State law, except for payments made within a Plan Year with an annuity starting date that occurs on or after the date on which the Plan's enrolled actuary certifies that the Plan's adjusted funding target attainment percentage for the Plan
Year is not less than 100 percent. In addition, during such period in which the Employer is a debtor, the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or
transfer prior to the date on which the Plan's enrolled actuary certifies that the Plan's adjusted funding target benefit percentage for that Plan Year is not less than 100 percent. The limitation set forth in this paragraph (c) does not
apply to any payment of a benefit which under Section 411(a)(11) of the Code may be immediately distributed without the consent of the Participant.
|
|
(d) |
Notwithstanding any other provisions of this Plan to the contrary, the provisions of this paragraph (d) shall apply after the limitations of paragraphs (a), (b) and (c)
above cease to apply:
|
|
(i) |
If a limitation on prohibited payments under clause (a)(ii), clause (b)(i) or paragraph (c) above applied to the Plan as of a Section 436 measurement date, but that
limit no longer applies to the Plan as of a different Section 436 measurement date, then that limitation does not apply to benefits with Annuity Starting Dates that are on or after that later Section 436 measurement date.
|
|
(ii) |
If a limitation on benefit accruals under clause (a)(i) above applied to the Plan as of a Section 436 measurement date, but that limitation no longer applies to the
Plan as of a later Section 436 measurement date, then benefit accruals shall resume prospectively and that limitation shall not apply to benefit accruals that are based on service on or after that later Section 436 measurement date, except as
otherwise provided under the Plan. The Plan shall comply with the rules relating to partial years of participation and the prohibition on double proration under 29 CFR § 2530.204-2(c) and (d).
|
|
(iii) |
If a Plan amendment does not take effect as of the effective date of the amendment because of the limitations of clause (a)(i) or (b)(ii) above, but is permitted to
take effect later in the same Plan Year (as a result of additional contributions or pursuant to the enrolled actuary's certification of the adjusted funding target attainment percentage for the Plan Year that meets the requirements of
Treasury Regulation Section 1.436-1(g)(5)(ii)(C)), then the Plan amendment must automatically take effect as of the first day of the Plan Year (or, if later, the original effective date of the Plan amendment). If the Plan amendment cannot
take effect during the same Plan Year, then it shall be treated as if it were never adopted, unless the Plan amendment provides otherwise.
|
|
(e) |
The limitations on prohibited payments set forth in clauses (a)(ii) and (b)(i) and paragraph (c) do not apply to prohibited payments that are made to carry out the
termination of the Plan in accordance with applicable law. Any other limitations under this Section 9.11 do not cease to apply as a result of termination of the Plan.
|
|
(f) |
The limitations on prohibited payments set forth in clauses (a)(ii) and (b)(i) and paragraph (c) do not apply for a Plan Year if the terms of the Plan, as in effect for
the period beginning on September 1, 2005, and continuing through the end of the Plan Year, provide for no benefit accruals with respect to any participants. This paragraph (f) shall cease to apply as of the date any benefits accrue under the
Plan or the date on which a Plan amendment that increases benefits takes effect.
|
|
(g) |
During any period in which none of the presumptions under Section 436(h) of the Code (or Treasury Regulation Section 1.436-1(h)) apply to the Plan and the Plan's
enrolled actuary has not yet issued a certification of the Plan's adjusted funding target attainment percentage for the Plan Year, the limitations under clause (b)(ii) above shall be based on the inclusive presumed adjusted funding target
attainment percentage for the Plan, calculated in accordance with the rules of Treasury Regulation Section 1.436-1(g)(2)(iii).
|
|
(h) |
For purposes of this Section 9.11, the terms "adjusted funding target attainment percentage," "section 436 measurement date," "annuity starting date," "prohibited
payment," "unrestricted portion of the benefit," and "restricted portion of the benefit" shall have the meanings given under Section 436 of the Code, the regulations thereunder, and any applicable Internal Revenue Service guidance.
|
|
(i) |
This Section 9.11 and Section 9.12 of the Plan shall be interpreted and administered in accordance with Section 436 of the Code and Section 1.436-1 of the Treasury
Regulations, including, without limitation, Section 1.436-1(f).
|
|
(j) |
In the event that the provisions of this Section 9.11 or any part thereof cease to be required by law as a result of subsequent legislation or otherwise, this Section
or any applicable part thereof shall be ineffective without the necessity of further amendments to the Plan.
|
9.12 |
Limitations on Unpredictable Contingent Event Benefit
|
|
(a) |
Notwithstanding any provision of the Plan to the contrary, with respect to Plan Years beginning on or after May 1, 2008, an unpredictable contingent event benefit with
respect to an unpredictable contingent event occurring during a Plan Year shall not be paid to a Participant or Beneficiary if the Plan's adjusted funding target attainment percentage (as defined in Section 9.11) for such Plan Year is less
than 60 percent or would be less than 60 percent if the adjusted funding target attainment percentage were redetermined applying an actuarial assumption that the likelihood of occurrence of the unpredictable contingent event during the Plan
Year is 100 percent.
|
|
(b) |
If an unpredictable contingent event benefit with respect to an unpredictable contingent event that occurs during a Plan Year is not permitted to be paid after the
occurrence of the event because of the limitations of this Section 9.12, but is permitted to be paid later in the same Plan Year (as a result of additional contributions or pursuant to the enrolled actuary's certification of the adjusted
funding target attainment percentage for the Plan Year that meets the requirements of Treasury Regulation Section 1.436-1(g)(5)(ii)(B)), then that unpredictable contingent event benefit shall be paid, retroactive to the period that benefit
would have been payable under the terms of the Plan (determined without regard to this Section). If the unpredictable contingent event benefit does not become payable during the Plan Year in accordance with the preceding sentence, then the
Plan is treated as if it does not provide for that benefit.
|
|
(c) |
During any period in which none of the presumptions under Section 436(h) of the Code (or Treasury Regulation Section 1.436-1(h)) apply to the Plan and the Plan's
enrolled actuary has not yet issued a certification of the Plan's adjusted funding target attainment percentage for the Plan Year, the limitations under this Section shall be based on the inclusive presumed adjusted funding target attainment
percentage for the Plan, calculated in accordance with the rules of Treasury Regulation Section 1.436-1(g)(2)(iii).
|
(d)
|
For purposes of this Section 9.12, the terms "unpredictable contingent event" and "unpredictable contingent event benefit" shall have the
meanings given under Section 436 of the Code, the regulations thereunder, and any applicable Internal Revenue Service guidance.
|
|
(e) |
In the event that the provisions of this Section 9.12 or any part thereof cease to be required by law as a result of subsequent legislation or otherwise, this Section
or any applicable part thereof shall be ineffective without the necessity of further amendments to the Plan.
|
10.01 |
Amendment of Plan
|
10.02 |
Merger, Consolidation, or Transfer
|
10.03 |
Additional Participating Companies
|
|
(a) |
If any company is now or becomes a subsidiary or associated company of the Company, the Board of Directors may include the employees of that company in the membership
of the Plan upon appropriate action by that company necessary to adopt the Plan. In that event, or if any persons become Employees of the Company as the result of merger or consolidation or as the result of acquisition of all or part of the
assets or business of another company, the Board of Directors shall determine to what extent, if any, credit and benefits shall be granted for previous service with the subsidiary, associated or other company, but subject to the continued
qualification of the trust for the Plan as tax-exempt under the Code.
|
|
(b) |
If a company participating in the Plan pursuant to the provisions of Section 10.03(a) ceases to be a subsidiary or affiliate of the Company, its participation in the
Plan shall cease as of that date and its employees shall cease to be eligible Employees as defined in Section 1.14, subject to the provisions of Section 10.04. A Company participating in the Plan pursuant to the provisions of Section
10.03(a) may voluntarily cease its participation in the Plan upon appropriate action by it, and upon such action, its employees shall cease to be eligible Employees as defined in Section 1.16, subject to the provisions of Section 10.04. In
either event, the funds of the Plan held on account of Participants in the employ of that company shall continue to be held as part of the Plan, unless the Board of Directors directs the Funding Agent to segregate the funds held on account of
the Participants in the employ of that company as a separate trust, pursuant to certification to the Funding Agent by the Benefits Administration Board (determined as if the Plan had then terminated), and continue the Plan as a separate plan
for the employees of that company under which the Board of Directors of that company shall succeed to all the powers and duties of the Board of Directors, including the appointment of the member of the Benefits Administration Board and a Plan
Asset Committee.
|
10.04 |
Termination of Plan
|
10.05 |
Limitation Concerning Highly Compensated Employees or Highly Compensated Former Employees
|
|
(a) |
The provisions of this Section shall apply (i) in the event the Plan is terminated, to any Participant who is a highly compensated employee or highly compensated former
employee of the Company or an Affiliated Company and (ii) in any other event, to any Participant who is one of the 25 highly compensated employees or highly compensated former employees of the Company or Affiliated Company with the greatest
remuneration (as defined in Section 4.08) in any Plan Year. The amount of the annual payments to any one of the Participants to whom this Section applies shall not be greater than an amount equal to the annual payments that would be made on
behalf of the Participant during the year under a single life annuity that is of Equivalent Actuarial Value to the sum of the Participant’s Accrued Benefit and the Participant’s other benefits under the Plan.
|
|
(a) |
was a 5 percent owner (as defined in Section 416(i) of the Code) for such Plan Year or the prior Plan Year, or
|
|
(b) |
for the preceding Plan Year received statutory Compensation in excess of $80,000.
|
|
(b) |
If, (i) after payment of Pension or other benefits to any one of the Participants to whom this Section applies, the value of Plan assets equals or exceeds 110 percent
of the value of current liabilities (as that term is defined in Section 412(l)(7) of the Code) of the Plan, (ii) the value of the Accrued Benefit and other benefits of any one of the Participants to whom this Section applies is less than one
percent of the value of current liabilities of the Plan, or (iii) the value of the benefits payable to a Participant to whom this Section applies does not exceed the amount described in Section 411(a)(11)(A) of the Code, the provisions of
paragraph (a) above will not be applicable to the payment of benefits to such Participant.
|
|
(c) |
If any Participant to whom this Section applies elects to receive a lump sum payment in lieu of his or her Pension and the provisions of paragraph (b) above are not met
with respect to such Participant, the Participant shall be entitled to receive his or her benefit in full provided he or she shall agree to repay to the Plan any portion of the lump sum payment which would be restricted by operation of the
provisions of paragraph (a), and shall provide adequate security to guarantee that repayment.
|
|
(d) |
Notwithstanding paragraph (a) of this Section, in the event the Plan is terminated, the restriction of this Section shall not be applicable if the benefit payable to
any highly compensated employee and any highly compensated former employee is limited to a benefit that is nondiscriminatory under Section 401(a)(4) of the Code.
|
|
(e) |
If it should subsequently be determined by statute, court decision acquiesced in by the Commissioner of Internal Revenue, or ruling by the Commissioner of Internal
Revenue, that the provisions of this Section are no longer necessary to qualify the Plan under the Code, this Section shall be ineffective without the necessity of further amendment to the Plan.
|
(2) |
Unless otherwise specified in the Plan, the Equivalent Actuarial Value determined for purposes of Section 4.08 of the Plan for pensions beginning before the
Participant’s 65th birthday or after the Participant’s 65th birthday shall be based on the mortality table as specified in (1) above and an interest rate of 5 percent.
|
(3) |
In no event shall the Equivalent Actuarial Value of a Participant’s Pension be less than the amount that would have be determined if the calculation were based on the
Participant’s Pension accrued to April 30, 1994 and the Plan’s provisions in effect on said date.
|
(1) |
Effective as of June 24, 1999 with respect to an individual who becomes an employee of the Company or one of its wholly-owned subsidiaries on June 16, 1999 and who
immediately preceding said date was an employee of Jossey-Bass or any of its affiliated companies, any period of employment with Jossey-Bass or any of its affiliated companies, rendered by such employee prior to June 16, 1999 shall be
recognized as Eligibility Service under the Plan for purposes of determining eligibility for membership and benefits, but not for purposes of determining Benefit Service, to the extent such employment was recognized under the terms of the
Pearson, Inc. Pension Equity Plan as in effect on June 16, 1999 for purposes of determining plan eligibility and vesting.
|
(2) |
Effective as of November 12, 1999 with respect to an individual who becomes an employee of the Company or one of its wholly-owned subsidiaries on November 12, 1999 and
who immediately preceding said date was an employee of IDG Books Worldwide, Inc. (“IDG”) or any of its affiliated companies, (i) any period of employment with IDG or any of its affiliated companies rendered by such individual prior to
November 12, 1999, or (ii) any period of employment rendered by said employee immediately prior to the date such individual became an employee of IDG (August 2, 1999) which was recognized for purposes of determining plan eligibility for
membership and vesting under the terms of the Pearson, Inc. Pension Equity Plan as in effect on August 1, 1999 shall be recognized as Eligibility Service under the Plan for purposes of determining eligibility for membership and benefits, but
not for purposes of determining Benefit Service.
|
(3) |
Effective as of September 21, 2001, to provide that with respect to an individual who becomes an Employee of the Company or one of its wholly-owned subsidiaries on
September 21, 2001 and who immediately preceding said date was an employee of HMI, any period of employment with HMI (including any predecessor company) or any of its affiliated companies rendered by such employee prior to September 21, 2001
shall be recognized as Eligibility Service under the Plan for determining eligibility for membership and benefits, but not for purposes of determining Benefit Service, to the extent such period of employment would have been counted as
Eligibility Service under the Plan had it been rendered at the Company or one of its Affiliated Companies.
|
(4) |
Effective as of May 1, 2012, in the case of an individual who became an Employee of the Company or any Affiliated Company as a result of the acquisition of Harlan
Davidson Inc. (“HDI”) by the Company on May 1, 2012 and who immediately prior to said date was an employee of HDI, any period of employment with HDI prior to
May 1, 2012 shall be recognized as Eligibility Service under the Plan for determining eligibility for membership and benefits, but not for purposes of determining Benefit Service, to the extent such period of employment would have been
counted as Eligibility Service under the Plan had it been rendered at the Company or one of its Affiliated Companies.
|
(5) |
Effective as of February 16, 2012, in the case of an individual who became an employee of the Company or any Affiliated Company as a result of the acquisition of
Inscape Publishing, Inc. (“IPI”) by the Company on February 16, 2012 and who immediately prior to said date was an employee of IPI, any period of employment as an employee of IPI rendered prior to February 16, 2012 shall be recognized as
Eligibility Service under the Plan for determining eligibility for membership and benefits, but not for purposes of determining Benefit Service, to the extent such period of employment would have been counted as Eligibility Service under the
Plan had it been rendered at the Company or one of its Affiliated Companies.
|
(6) |
Effective as of October 25, 2012, in the case of an individual who became an employee of the Company or any Affiliated Company as a result of the acquisition of Deltak
edu, LLC. (“Deltak”) by the Company on October 25, 2012, any period of employment as an employee of Deltak rendered on and after October 25, 2012 and prior to becoming an Employee of the Company on January 1, 2013 shall be recognized as
Eligibility Service under the Plan for determining eligibility for membership and benefits, but not for purposes of determining Benefit Service, to the extent such period of employment would have been counted as Eligibility Service under the
Plan had it been rendered at the Company.
|
(7) |
Effective as of November 1, 2012, in the case of an individual who became an employee of the Company or any Affiliated Company as a result of the acquisition of
Efficient Learning Systems, Inc. (“ELS”) by the Company on November 1, 2012, any period of employment as an employee of ELS rendered on and after November 1, 2012 and prior to becoming an Employee of the Company on January 1, 2013 shall be
recognized as Eligibility Service under the Plan for determining eligibility for membership and benefits, but not for purposes of determining Benefit Service, to the extent such period of employment would have been counted as Eligibility
Service under the Plan had it been rendered at the Company.
|
Name
|
Additional Annual Normal
|
Form of Payment
|
|
Retirement Pension
|
|
|
|
|
Anthony, Norma
|
$2,699.28
|
Life Annuity
|
Arendash, Stella
|
$2,271.00
|
Life Annuity
|
Bodian, Nat
|
$2,821.20
|
Life Annuity
|
Bukofsky, John
|
$2,440.68
|
Life Annuity
|
Corring, Alfred
|
$1,437.96
|
Life Annuity
|
Cowell, Mark
|
$4,090.68
|
Life Annuity
|
Maslowsky, Peter
|
$6,212.16
|
Life Annuity
|
Miranda, Blanca
|
$3,916.68
|
Life Annuity
|
Monroe, Audrey
|
$1,873.32
|
Life Annuity
|
Weiss, Rudolph
|
$6,302.52
|
50 % Joint & Survivor Annuity*
|
(i)
|
Except as provided below, a Participant with a vested Accrued Benefit whose employment with the Company terminated prior to April 30, 2016, may
elect to receive his entire Accrued Benefit as a single lump sum as of October 1, 2016 or such other date that the Benefits Administration Board determines in its sole and absolute discretion that is applied in a uniform and
nondiscriminatory manner (“Payment Date”), provided that (A) the Participant has not commenced receiving his benefits as of the Payment Date; and
|
(B)
|
the Participant makes the election to receive his benefit as of the Payment Date, on a form that is
postmarked on or before August 31, 2016, or such other date as shall be approved by the Benefits Administration Board in its sole discretion (that is applied in a uniform and nondiscriminatory manner). For purposes of this paragraph (c), an
“eligible Participant” is a Participant who satisfies the requirements of this subparagraph (i) and is not excluded pursuant to subparagraph (ii) below.
|
(ii)
|
This opportunity will not be available to (A) a Participant as to whom a domestic relations order has been served on the Plan
or as to whom the Plan has knowledge of the pendency of such an order;
|
(B)
|
a Participant who is required to commence his benefit pursuant to the provisions of Section 401(a)(9) of the Code; (C) the
surviving Spouse or Beneficiary of a deceased Participant; or
|
(iii)
|
An eligible Participant who (A) is eligible for an early retirement Pension pursuant to Section 4.03, or (B) attains his Normal Retirement Date,
as of the Payment Date, will have a one-time opportunity to elect to receive his Pension benefit in a lump sum. The lump sum payment will be calculated by applying an actuarial reduction based on the Equivalent Actuarial Value basis
described in subparagraph (vii) below. Payment in a form other than a lump sum will be calculated after applying the applicable early commencement reductions described in Section 4.03(b), if applicable. Such Participant may elect to receive
his Pension
|
(iv)
|
An eligible Participant who is not eligible for an early retirement Pension but (A) is age 55 or older, (B) has at least 10 years of Eligibility
Service, and (C) is eligible to commence a vested Pension pursuant to Section 4.04(b) as of the Payment Date, will have a one-time opportunity to elect to receive his Pension benefit in a lump sum. The lump sum payment will be calculated by
applying an actuarial reduction based on the Equivalent Actuarial Value basis described in subparagraph (vii) below. Payment in a form other than a lump sum will be calculated after applying the early commencement reductions described in
Section 4.04(b). Such Participant may elect to receive his Pension benefit, as of the Payment Date, in a lump sum, the applicable automatic form of payment described in Section 5.01 or any optional form of payment available to him under
Section 5.02. For such Participant, Equivalent Actuarial Value with respect to an optional form of payment shall be determined based on the form of benefit elected.
|
(v)
|
An eligible Participant who (A) is age 55 or older, (B) has less than 10 years of Eligibility Service, and (C) is eligible to commence a vested
Pension pursuant to Section 4.04 as of his Normal Retirement Date occurring on or after the Payment Date, will have a one-time opportunity to receive his Pension benefit as of the Payment Date, in a lump sum which will be calculated by
applying an actuarial reduction based on the Equivalent Actuarial Value basis described in subparagraph (vii) below. Such Participant may elect to receive his Pension benefit, as of the Payment Date, in a lump sum, the applicable automatic
form of payment described in Section 5.01 or Option 2 under Section 5.02 (but only with his Spouse as Beneficiary). For such Participant, Equivalent Actuarial Value with respect to an optional form of payment shall be determined based on
the form of benefit elected.
|
(vi)
|
An eligible Participant who has a vested Pension benefit but (A) has not attained age 55, and (B) is eligible to commence a vested Pension
benefit pursuant to Section 4.04 as of his Normal Retirement Date, will have a one-time opportunity to receive his Pension benefit as of the Payment Date, in a lump sum, which will be calculated by applying an actuarial reduction based on
the Equivalent Actuarial Value basis described in subparagraph (vii)
|
(vii)
|
Solely for purposes of calculating the lump sum for this paragraph (c), Equivalent Actuarial Value of the lump sum shall be determined by using
the IRS Mortality Table and the IRS Interest Rate.
|
11.01
|
Limitations Applicable if the Plan's Adjusted Funding Target Attainment Percentage is
Less Than 80 Percent, But Not Less 60 Percent
|
(a)
|
50 Percent Limitation on Single Sum Payments, Other Accelerated Forms of
|
(i)
|
50 percent of the present value of the benefit payable in the optional form of benefit that includes the prohibited payment;
or
|
(ii)
|
100 percent of the PBGC maximum benefit guarantee amount (as defined in Section 1.436-1(d)(3)(iii)(C) of the Treasury
Regulations).
|
(b)
|
Plan Amendments Increasing Liability for Benefits
|
(i)
|
less than 80 percent; or
|
(ii)
|
80 percent or more, but would be less than 80 percent if the benefits attributable to the amendment were taken into account in
determining the adjusted funding target attainment percentage.
|
11.02
|
Limitations Applicable if the Plan's Adjusted Funding Target Attainment Percentage is
Less Than 60 Percent
|
(a)
|
Single Sums, Other Accelerated Forms of Distribution, and Other Prohibited
|
(b)
|
Shutdown Benefits and Other Unpredictable Contingent Event Benefits Not
|
(i)
|
less than 60 percent; or
|
(ii)
|
60 percent or more, but would be less than 60 percent if the adjusted funding target attainment percentage were redetermined applying an
actuarial assumption that the likelihood of occurrence of the unpredictable contingent event during the Plan Year is 100 percent.
|
(c)
|
Benefit Accruals Frozen
|
11.03
|
Limitations Applicable if the Plan Sponsor is in Bankruptcy
|
11.04
|
Provisions Applicable After Limitations Cease to Apply
|
(a)
|
Resumption of Prohibited Payments
|
(b)
|
Resumption of Benefit Accruals
|
(c)
|
Shutdown and Other Unpredictable Contingent Event Benefits
|
(d)
|
Treatment of Plan Amendments That Do Not Take Effect
|
11.05
|
Notice Requirement
|
11.06
|
Methods to Avoid or Terminate Benefit Limitations
|
11.07
|
Special Rules
|
(a)
|
Rules of Operation for Periods Prior to and After Certification of Plan's Adjusted
|
(i)
|
In General
|
(A)
|
before the Plan's enrolled actuary issues a certification of the Plan's adjusted funding target attainment percentage for the
Plan Year; and
|
(B)
|
if the Plan's enrolled actuary does not issue a certification of the Plan's adjusted funding target attainment percentage for
the Plan Year before the first day of the 10th month of the Plan Year (or if the Plan's enrolled actuary issues a range certification for the Plan Year pursuant to Section
|
(ii)
|
Presumption of Continued Underfunding Beginning First Day of Plan Year
|
(A)
|
the adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the adjusted funding target attainment
percentage in effect on the last day of the preceding Plan Year; and
|
(B)
|
the first day of the current Plan Year is a Code Section 436 measurement date.
|
(iii)
|
Presumption of Underfunding Beginning First Day of 4th Month
|
(A)
|
the adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the Plan's adjusted
funding target attainment percentage for the preceding Plan Year reduced by 10 percentage points; and
|
(B)
|
the first day of the 4th month of the current Plan Year is a Code Section 436 measurement date.
|
(iv)
|
Presumption of Underfunding On and After First Day of 10th Month
|
(A)
|
the adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be less than 60
percent; and
|
(B)
|
the first day of the 10th month of the current Plan Year is a Code Section 436 measurement date.
|
(b)
|
New Plans, Plan Termination, Certain Frozen Plans, and Other Special Rules
|
(i)
|
First Five Plan Years
|
(ii)
|
Plan Termination
|
(iii)
|
Exception to Limitations on Prohibited Payments Under Certain Frozen Plans
|
(iv)
|
Special Rules Relating to Unpredictable Contingent Event Benefits and Plan
|
(c)
|
Special Rules Under PRA 2010
|
(i)
|
Payments Under Social Security Leveling Options.
|
(ii)
|
Limitation on Benefit Accruals
|
(d)
|
Interpretation of Provisions
|
2.01
|
Eligibility
|
2.02
|
Participation
|
2.03
|
Reemployment of Former Employees and Former Participants
|
2.04
|
Transferred Participants
|
2.05
|
Termination of Participation
|
3.01
|
Deferred Cash Contributions
|
3.02
|
Employee Contributions
|
3.03
|
Company Contributions
|
3.04
|
Basic Retirement Contributions
|
3.05
|
Discretionary Profit-Sharing Contributions
|
3.06
|
Rollover Contributions
|
3.07
|
Change in Contributions
|
3.08
|
Suspension of Contributions
|
3.09
|
Actual Deferral Percentage Test
|
3.10
|
Contribution Percentage Test
|
3.11
|
Additional Discrimination Testing Provisions
|
3.12
|
Maximum Annual Additions
|
3.13
|
Return of Contributions
|
3.14
|
Contributions Not Contingent Upon Profits
|
3.15
|
Contributions During
Period of Military Leave
|
3.16
|
Catch-up Contributions
|
4.01
|
Investment Funds
|
4.02
|
Investment of Participants’ Accounts
|
4.03
|
Responsibility for Investments
|
4.04
|
Change of Election
|
4.05
|
Transfer of Accounts Among the Funds
|
4.06
|
Limitations Imposed by Contract, Prospectus or Other Documents of Similar Import
|
4.07
|
ERISA Section 404(c) Compliance
|
4.08
|
Additional Rules for Allocation of Earnings
|
4.09
|
Participants Directing Investment to be Named Fiduciaries
|
5.02
|
Valuation of the Investment Funds
|
5.03
|
Discretionary Power of the Benefit Administration Board
|
5.04
|
Valuation Dates
|
5.05
|
Statement of Accounts
|
6.01
|
Employee Contribution Account, Deferred Account,
Transfer ESOP Account, Catch-up Contribution Account and Rollover Account
|
6.02
|
Basic Retirement Contribution Account and Discretionary Profit-Sharing Contribution Account
|
6.03
|
Company Contribution Account
|
6.04
|
Disposition of Forfeitures
|
7.01
|
Withdrawal of Employee Contributions
|
7.02
|
Withdrawal of Rollover Contributions
|
7.03
|
Withdrawal of Company Contributions
|
7.04
|
Withdrawal After Age 59½
|
7.06
|
Procedures and Restrictions
|
7.07
|
Determination of Vested Portion of Company Contribution Account
|
7.08
|
Withdrawals by Individuals on Active Military Duty
|
8.01
|
Amount Available
|
8.02
|
Terms
|
9.01
|
Eligibility
|
9.02
|
Forms of Distribution
|
9.03
|
Commencement of Payments
|
9.04
|
Age 70½ Required Distribution
|
9.05
|
Small Benefits
|
9.06
|
Status of Accounts Pending Distribution
|
9.07
|
Proof of Death and Right of Beneficiary or Other Person
|
9.08
|
Distribution Limitation
|
9.09
|
Direct Rollover of Certain Distributions
|
1.01
|
“Accounts”
means the Basic Retirement Contribution Account, the Catch-up Contribution Account, the Company Contribution Account, the Company Matching Account, the Deferred Account, the Discretionary Profit-Sharing Contribution Account, the Employee
Contribution Account, the Transfer ESOP Account and the Rollover Account.
|
1.02
|
“Actual Deferral Percentage”
means, with respect to a specified group of Employees, the average of the ratios, calculated separately for each Employee in that group, of (a) the amount of Deferred Cash Contributions made pursuant to Section 3.01 for a Plan Year (including
Deferred Cash Contributions returned to a Highly Compensated Employee under Section 3.01(c) and Deferred Cash Contributions returned to any Employee pursuant to Section 3.01(e)) to (b) the Employee’s Statutory Compensation for that entire
Plan Year, provided that, upon the direction of the Benefits Administration Board, Statutory Compensation for a Plan Year shall only be counted if received during the period an Employee is, or is eligible to become, a Participant. The Actual
Deferral Percentage for each group and the ratio determined for each Employee in the group shall be calculated to the nearest one one-hundredth of 1 percent. For purposes of determining the Actual Deferral Percentage for a Plan Year, Deferred
Cash Contributions may be taken into account for a Plan Year only if they:
|
(a)
|
relate to compensation that either would have been received by the Employee in the Plan Year but for the deferral election, or are attributable to
services performed by the Employee in the Plan Year and would have been received by the Employee within 2½ months after the close of the Plan Year but for the deferral election,
|
(b)
|
are allocated to the Employee as of a date within that Plan Year and the allocation is not contingent on the participation or
performance of service after such date, and
|
(c)
|
are actually paid to the Trustees no later than 12 months after the end of the Plan Year to which the contributions relate.
|
1.03
|
“Affiliated
Company” means any company not participating in the Plan which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which also includes as a member the Company; any trade or business under
common control (as defined in Section 414(c) of the Code) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company;
and any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code. Notwithstanding the foregoing, for purposes of Sections 1.31 and 3.11, the definitions in Sections 414(b) and (c) of the
Code shall be modified by substituting the phrase “more than 50 percent” for the phrase “at least 80 percent” each place it appears in Section 1563(a)(1) of the Code.
|
1.04
|
“Annual Dollar Limit”
means the annual dollar limit set forth in Section 401(a)(17)(A) of the Code, as adjusted from time to time for cost of living in accordance with Section 401(a)(17)(B) of the Code.
|
1.05
|
“Annuity Starting Date”
means the first day of the first period for which an amount is paid as an annuity or any other form following a Participant’s retirement or other termination of employment.
|
1.06
|
“Basic Retirement Contribution”
means, effective as of July 1, 2013, the amounts contributed pursuant to Section 3.04.
|
1.07
|
“Basic Retirement Contribution
Account” means, effective as of July 1, 2013, the separate account maintained for each eligible Participant, which is credited with (i) Basic Retirement Contributions pursuant to Section 3.04, (ii) certain Transfers attributable to
employer contributions and (iii) earnings on those contributions.
|
1.08
|
“Beneficiary” means any
person, persons or entity designated by a Participant to receive any benefits payable in the event of the Participant’s death. However, a married Participant’s spouse shall be the Participant’s Beneficiary unless or until he or she elects
another Beneficiary with Spousal Consent. If no Beneficiary designation is in effect at the Participant’s death, or if no person, persons or entity so designated survives the Participant, the Participant’s surviving spouse, if any, shall be
deemed to be the Beneficiary; otherwise the Beneficiary shall be the first of the following persons or classes then living: (a) his or her issue in equal shares (b) the participant’s parents in equal shares, or (c) the estate of the
Participant. If a Participant’s Beneficiary survives the Participant but dies before the distribution of the Participant’s Account, the Beneficiary’s portion of the Participant’s Account shall be paid to the estate of the Beneficiary.
Notwithstanding the foregoing, in determining beneficiary status, the Benefits Administration Board shall take into the account the additional beneficiary rules in Section 13.03.
|
1.09
|
“Benefits
Administration Board” means the persons named by the Board of Directors to administer and supervise the Plan as provided in Article 10.
|
1.10
|
“Board of Directors”
means the Board of Directors of John Wiley & Sons, Inc., as from time to time constituted.
|
1.11
|
“Break in Service” means
an event affecting forfeitures, which shall occur as of the Participant’s Severance Date if he or she is not reemployed by the Company or an Affiliated Company within
|
1.12
|
“Catch-up Contributions” means, effective as of January
1, 2002, pre-tax contributions made to the Plan pursuant to Section 3.16, which constitute catch-up contributions under Section 414(v) of the Code.
|
1.13
|
“Catch-up Contribution Account” means the separate
account maintained for each Participant, which is credited with Catch-up Contributions and earnings on those contributions.
|
1.14
|
“Code” means the Internal
Revenue Code of 1986, as amended from time to time.
|
1.15
|
“Company” means John
Wiley & Sons, Inc. or any successor by merger, purchase or otherwise, with respect to its employees; or any other company participating in the Plan as provided in Section 12.03, with respect to its employees.
|
1.16
|
“Company Contributions”
means amounts contributed pursuant to Section 3.03.
|
|
1.17 |
“Company
Contribution Account” means the account credited with (i) Company Contributions,
|
|
(ii) |
certain Transfers attributable to matching contributions or employer contributions and
|
(iii)
|
earnings on those contributions.
|
1.18
|
“Compensation”
means, with respect to the period prior to July 1, 2013, the basic cash remuneration and overtime pay paid to an Employee for services rendered to the Company, determined prior to any reduction pursuant to Section 3.01 or 3.16 or pursuant to
a cafeteria plan under Section 125 of the Code or an arrangement under Section 132(f) of the Code, and excluding bonuses, incentive pay, any amount earned on and after October 1, 1995 by the employee on a piece work basis and all other forms
of special pay. “Compensation” means, with respect to the period beginning on and after July 1, 2013, the basic cash remuneration, including amounts paid pursuant to any short term disability policy of the Company, and any bonus, incentive
pay and overtime pay paid to an Employee during a calendar year for services rendered to the Company, determined prior to any pre-tax contributions under a “qualified cash or deferred arrangement” (as defined under Section 401(k) of the Code
and its applicable regulations), or under a “cafeteria plan” (as defined under Section 125 of the Code and its applicable regulations), or any salary reduction made pursuant to an arrangement under Section 132(f) of the Code, or pursuant to
the provisions of another deferred compensation plan maintained by the Company, but excluding any amount earned by the Employee on a piece work basis, any amount contributed by the Company under this Plan or any other public or private
retirement pension or employee benefit plan, health, hospitalization, long-term disability, workers’ compensation, death, or retirement benefits whether obtained through insurance coverage or otherwise, any stock, options, or other rights
received under any Company incentive stock, stock option, or stock purchase plan, and all other forms of special pay.
|
1.19
|
“Contribution Percentage”
means, with respect to a specified group of Employees, the average of the ratios, calculated separately for each Employee in that group, of (a) the sum of the Employee Contributions and Company Contributions for that Plan Year (excluding any
Company Contributions forfeited under the provisions of Sections 3.01 and 3.09), to (b) his or her Statutory Compensation for that entire Plan Year; provided that, upon the direction of the Benefits Administration Board, Statutory
Compensation for a Plan Year shall only be counted if received during the period an Employee is, or is eligible to become, a Participant. The Contribution Percentage for each group and the ratio determined for each Employee in the group shall
be calculated to the nearest one one-hundredth of 1 percent.
|
1.20
|
“Deferred Account” means
the account credited with (i) Deferred Cash Contributions made on a Participant’s behalf, (ii) certain Transfers attributable to deferred cash contributions and
|
1.21
|
“Deferred Cash Contributions”
means amounts contributed pursuant to Section 3.01.
|
1.22
|
“Disability” means total
and permanent physical or mental disability, as evidenced by eligibility for and continued receipt of disability payments under the Company’s long-term disability program. Effective as of January 1, 2010, with respect to a Participant who
becomes disabled while in qualified military service (as defined in Section 414(u) of the Code) and while his or her reemployment rights are protected by the Uniformed Services Employment and Reemployment Rights Act of 1994 and any related
legislation or guidance, such Participant shall be deemed to have incurred a Disability for purposes of the Plan if he or she would be considered totally and permanently disabled under the Company’s long-term disability program even though he
or she otherwise may be ineligible for benefits thereunder due to the injury occurring while in the military service.
|
1.23
|
“Discretionary Profit-Sharing
Contribution” means amounts contributed pursuant to Section 3.05.
|
1.24
|
“Discretionary Profit-Sharing
Contribution Account” means, effective as of July 1, 2013, the separate account maintained for each eligible Participant, which is credited with Discretionary Profit-Sharing Contributions pursuant to Section 3.05 and earnings on
those contributions.
|
1.25
|
“Earnings” means the
amount of income to be returned with any excess deferrals, excess contributions or excess aggregate contributions under Section 3.01, 3.09, 3.010 or 3.11 for the Plan Year, including for Plan Years beginning prior to January 1, 2008 any “gap”
period, as determined in accordance with regulations prescribed by the Secretary of the Treasury under the provisions of Section 402(g), 401(k) and 401(m) of the Code.
|
1.26
|
“Effective Date” means
December 1, 1977 for the Plan. The effective date of this restatement is July 1, 2013.
|
1.27
|
“Employee” means any
person employed by the Company who receives stated compensation other than a pension, severance pay, retainer, or fee under contract; however, the term “Employee” excludes any Leased Employee, any person who is compensated solely on a piece
work basis, any
|
1.28
|
“Employee
Contributions” means amounts contributed pursuant to Section 3.02.
|
1.29
|
“Employee Contribution Account”
means the account credited with (i) Employee Contributions,
|
(ii)
|
certain Transfers attributable to after-tax contributions and (iii) earnings on those contributions.
|
1.31
|
“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time.
|
1.32
|
“Fund” or “Investment Fund” means the separate funds in which contributions to the Plan are invested in accordance with Article 4.
|
1.33
|
“Highly Compensated Employee”
means for each Plan Year, any employee of the Company or an Affiliated Company (whether or not eligible for membership in the Plan) who:
|
(a)
|
was a 5-percent owner (as defined in Section 416(i) of the Code) for such Plan Year or the prior Plan Year, or
|
(b)
|
for the preceding Plan Year received Statutory Compensation in excess of $80,000.
|
1.34
|
“Hour of Service” means
each hour for which the employee is paid or entitled to payment for the performance of duties for the Company or an Affiliated Company.
|
1.35
|
“Leased Employee” means any
person (other than a common law employee of the Company who, pursuant to an agreement between the Company and any other person (“leasing organization”), has
|
1.36
|
“NonHighly Compensated Employee”
means for any Plan Year an employee of the Company or an Affiliated Company who is not a Highly Compensated Employee for that Plan Year.
|
1.37
|
“Notice” means the
indication by the Employee of his or her wishes regarding a Plan transaction through the means written, electronic or telephonic, provided for the particular purpose by the Benefits Administration Board.
|
1.38
|
“Participant” means any
person included in the membership of the Plan as provided in Article 2.
|
1.39
|
“Plan”
means the John Wiley & Sons, Inc. Employees’ Savings Plan, as set forth in this document or as amended from time to time.
|
1.40
|
“Plan Asset Committee” means
the persons named by the Board of Directors for purposes of managing the assets of the Plan as provided in Article 10.
|
1.41
|
“Plan Year” means, on and
after January 1, 1991, the 12-month period beginning on any January 1.
|
1.42
|
“Pre-tax Contributions” means a Participant’s Deferred
Cash Contributions and Catch-up Contributions.
|
1.43
|
“Rollover Account” means
the account credited with (i) Rollover Contributions made by a Participant, (ii) certain Transfers attributable to rollover contributions and (iii) earnings on those contributions.
|
1.44
|
“Rollover
Contributions” means amounts contributed pursuant to Section 3.04.
|
1.45
|
“Severance Date” means
the earlier of (a) the date an employee quits, retires, is discharged or dies, or (b) the last day of an authorized leave of absence, or if later, the first anniversary of the date on which an employee is first absent from service, with or
without pay, for any reason such as vacation, sickness, disability, layoff or leave of absence.
|
1.46
|
“Spousal Consent” means
the written consent of a Participant’s spouse to the Participant’s designation of a specified Beneficiary. The spouse’s consent shall be witnessed by a notary public. The consent of the spouse shall also acknowledge the effect on him or her
of the Participant’s election. The requirement for spousal consent may be waived by the Benefits Administration Board if it believes there is no spouse, that the spouse cannot be located, that a legal separation has occurred, or because of
such other circumstances as may be established by applicable law.
|
1.47
|
“Spouse” means, prior to
September 16, 2013 the Participant’s spouse, as defined under federal law, including the Defense of Marriage Act. Effective on and after September 16, 2013 (or such other earlier date as may be prescribed by the Internal Revenue Service),
“Spouse” means any person who is the legal spouse of the Participant under applicable domestic or foreign law, regardless of the laws of the state in which they work or reside. For purposes of this Plan, a Participant shall be considered to
be “married” only if he is in a relationship with a Spouse which has not been terminated or declared null under applicable law.
|
1.48
|
“Statutory Compensation”
means the wages, salaries, and other amounts paid in respect of an employee for services actually rendered to a Company or an Affiliated Company, including by way of example, overtime, bonuses and commissions, but excluding deferred
compensation, stock options and other distributions which receive special tax benefits under the Code. For purposes of determining Highly Compensated Employees under Section 1.33 and key employees under Section 13.06(a)(iii), Statutory
Compensation shall include amounts contributed by the Company pursuant to a salary reduction agreement, which are not includible in the gross income of the employee under Sections 125, 132(f), 402(g)(3), 414(v) or 457(b) of the Code. For all
other purposes, Statutory Compensation shall also include the amounts referred to in the preceding sentence, unless the Benefits Administration Board directs otherwise for a particular Plan Year. Statutory Compensation for a Plan Year shall
not exceed the Annual Dollar Limit, provided that such Limit shall not be applied in determining Highly Compensated Employees under Section 1.33. For Plan Years beginning on or after July 1, 2007, “Statutory Compensation" shall also include:
|
(a)
|
salary continuation payments for military service as described in Treasury Regulation Section 1.415(c)-2(e)(4),
|
(b)
|
compensation paid after severance from employment as described in Treasury Regulation Section 1.415(c)-2(e)(3)(i), (ii) and (iii)(A),
|
(c)
|
foreign income as described in Treasury Regulation Section 1.415(c)-2(g)(5)(i), excluding amounts described in Treasury
Regulation Section 1.415(c)-2(g)(5)(ii).
|
1.49
|
“Termination
of Employment” means separation from service with the Company and all Affiliated Companies as determined by the Company for purposes of determining whether a Participant is eligible for a distribution pursuant to Article 9.
|
1.50
|
“Transfers” means the portion of the Basic Retirement
Contribution Account, Company Contribution Account, the Employee Contribution Account, the Deferred Account, the Catch-up Contribution Account, the Transfer ESOP Account, and the Rollover Account of any Participant that is attributable to
amounts transferred to the Plan on his or her behalf from the trust of a qualified profit sharing or other defined contribution plan pursuant to the provisions of Section 12.02.
|
1.51
|
“Transfer ESOP Account” means (i) the account credited
with certain Transfers attributable to employer contributions and (ii) the earnings on those contributions.
|
1.52
|
“Trustees” means the
trustees holding the funds of the Plan as provided in Article 11.
|
1.53
|
“Valuation
Date” means the date or dates in each calendar month on which any valuation is made, as determined under the procedure established by Benefits Administration Board pursuant to Section 5.04.
|
1.54
|
“Vested Portion” means
the portion of the Accounts in which the Participant has a nonforfeitable interest as provided in Article 6, or if applicable, Section 13.05.
|
1.55
|
“Year of Participation”
means any period totaling 12 months during which the Participant has an election pursuant to Section 3.01 or 3.02 in effect, and any period after the Employee is eligible to participate during which an election to contribute is not or would
not be effective because the Participant is (a) absent due to a parental leave described in Section 1.011, (b) on an unpaid leave of absence, (c) employed by an Affiliated Company not participating in the Plan, or (d) absent for any other
reason approved by the Benefits Administration Board.
|
1.56
|
“Years of Service”
means, except as otherwise provided in Appendix A, an employee’s period of employment with the Company or any Affiliated Company, whether or not as an Employee, beginning on the date he or she first completes an Hour of Service and ending on
his or her Severance Date, provided that:
|
(a)
|
if his or her employment terminates and he or she is reemployed within one year of the earlier of (i) his or her date of termination or (ii) the
first day of an absence from service immediately preceding his or her date of termination, the period between his or her Severance Date and his or her date of reemployment shall be included in his or her Years of Service;
|
(b)
|
if he or she is absent from the service of the Company or any Affiliated Company because of service in the uniformed services of the United States
and he or she returns to service with the Company or an Affiliated Company having applied to return while his or her reemployment rights were protected by law, the absence shall be included in his or her Years of Service;
|
(c)
|
if he or she is on a leave of absence approved by the Company, under rules uniformly applicable to all Employees similarly situated, the Company
may authorize the inclusion in his or her Years of Service of any portion of that period of leave which is not included in his or her Years of Service under (a) or (b) above; and
|
(d)
|
if his or her employment terminates and he or she is reemployed, his or her Years of Service after reemployment shall be aggregated with his or her
previous period or periods of Years of Service.
|
(a)
|
Effective as of July 1, 2013, a person who is a Participant on June 30, 2013 shall remain a Participant on July 1, 2013, subject to the provisions
of Section 2.05. .
|
(b)
|
(i) An Employee who has satisfied the eligibility requirements under Section 2.01 and who is not a Participant on June 30, 2013 shall become a
Participant on July 1, 2013, provided he or she is an Employee as of that date. Any other eligible Employee shall become a Participant on his or her Enrollment Date, provided he or she is an Employee on such date.
|
(c)
|
Effective as of July 1, 2013, an eligible Employee who becomes a Participant pursuant to paragraphs (a) and (b)(i) above may
make the following elections under the procedures the Benefits Administration Board shall prescribe:
|
(i)
|
He or she may designate a different percentage rate of Compensation he or she wishes to defer pursuant to Section 3.01 or contribute under Section
3.02 or both;
|
(ii)
|
He or she may make an investment election; and
|
(iii)
|
He or she may designate a Beneficiary.
|
(a)
|
A Participant may elect on his or her application filed under Section 2.02 to reduce his or her Compensation payable while an Employee by at least
2 percent and not more than 50 percent, in multiples of 1 percent, and have that amount contributed to the Plan by the Company as Deferred Cash Contributions. Deferred Cash Contributions shall be further limited as provided below and in
Sections 3.09, 3.11 and 3.12. Any Deferred Cash Contributions shall be paid to the Trustees as soon as practicable, but in no event later than the 15th day of the month following the month in which the amounts would otherwise have been
payable to the Participant in cash.
|
(b)
|
No Participant shall be permitted to have Pre-tax Contributions or similar contributions made under this Plan or any other qualified plan
maintained by the Company or an Affiliated Company during any calendar year, in excess of the dollar limitation contained in Section 402(g) of the Code in effect for such calendar year, except to the extent permitted under Section 3.16 of the
Plan and Section 414(v) of the Code, if applicable. If a Participant’s Pre-tax Contributions in a calendar year reach that dollar limitation, his or her election of Pre-tax Contributions for the remainder of the calendar year will be
canceled. Each Participant affected by this paragraph (b) may elect to change or suspend the rate at which he or she makes Employee Contributions in a manner to be determined by the
|
(c)
|
In the event that the sum of the Deferred Cash Contributions and similar contributions to any other qualified defined contribution plan maintained
by the Company or an Affiliated Company exceeds the dollar limitation in Section 3.01(b) for any calendar year, the Participant shall be deemed to have elected a return of Deferred Cash Contributions in excess of such limit (“excess
deferrals”) from this Plan. The excess deferrals, together with Earnings, shall be returned to the Participant no later than the April 15 following the end of the calendar year in which the excess deferrals were made. The amount of excess
deferrals to be returned for any calendar year shall be reduced by any Deferred Cash Contributions previously returned to the Participant under Section 3.07 for that calendar year.
|
(d)
|
In the event any Deferred Cash Contributions returned under this paragraph (c) were matched by Company Contributions under Section 3.03, those
Company Contributions, together with Earnings, shall be forfeited and used to reduce Company contributions. In the event those Company Contributions subject to forfeiture have been distributed to the Participant, the Company shall make
reasonable efforts to recover the contributions from the Participant. Notwithstanding the foregoing, in lieu of a return of the excess deferrals, a Participant may elect to have the Plan treat all or a portion of the excess deferrals as
Employee Contributions, subject to the limitations of Section 3.02. For this purpose, the excess deferrals, together with Earnings, shall be deemed distributed to the Participant and then recontributed to the Plan by the Participant as
Employee Contributions for the Plan Year in which the excess deferrals were made. Recharacterized excess deferrals, together
|
(e)
|
If a Participant makes tax-deferred contributions under another qualified defined contribution plan maintained by an employer
other than the Company or an Affiliated Company for any calendar year and those contributions when added to his or her Deferred Cash Contributions exceed the dollar limitation under Section 3.01(b) for that calendar year, the Participant may
allocate all or a portion of such excess deferrals to this Plan. In that event, such excess deferrals, together with Earnings, shall be returned to the Participant no later than the April 15 following the end of the calendar year in which
such excess deferrals were made. However, the Plan shall not be required to return excess deferrals unless the Participant notifies the Benefits Administration Board, in writing, by March 1 of that following calendar year of the amount of the
excess deferrals allocated to this Plan. The amount of any such excess deferrals to be returned for any calendar year shall be reduced by any Deferred Cash Contributions previously returned to the Participant under Section 3.07 for that
calendar year. In the event any Deferred Cash Contributions returned
|
(a)
|
With respect to Plan Years commencing prior to January 1, 2014, the Company shall contribute on behalf of a Participant who elects to make Deferred
Cash Contributions, Employee Contributions and/or Catch-up Contributions, an amount equal to (i) 100 percent of the first 2 percent of Compensation, plus (ii) 25 percent of the next 4 percent of Compensation so contributed to the Plan on
behalf of or by the Participant during each payroll period, in the following order of priority: (a) Deferred Cash Contributions, then (b) Employee Contributions, and then (c) Catch-up Contributions.
|
(b)
|
Notwithstanding anything contained herein to the contrary, with respect to Plan Years beginning on and after January 1, 2014,
if as of the last day of the Plan Year the amount of Company Contributions allocated to a Participant’s Company Contribution Account for such Plan Year is less than 25 percent of the first 6 percent of Compensation contributed to the Plan by
or on behalf of the Participant as Deferred Cash Contributions, Employee Contributions and/or Catch-up Contributions for such Plan Year, the Company shall make an additional "true-up" Company Contribution on behalf of such Participant in an
amount equal to the difference. Such true-up Company Contribution shall be credited to the Participant’s Company Contribution Account as soon as practicable following the end of the Plan Year. The true-up Company Contribution described in the
preceding sentence shall also be made with respect to a Participant who terminates employment during the Plan Year and such true-up Company Contribution shall be made as soon as administratively practicable following the end of the calendar
year in which the Participant terminates employment or, if so determined by the Benefits Administration Board, the date the Participant terminates employment with the Company and all Affiliated Companies, if earlier.
|
(c)
|
The Company Contributions are made expressly conditional on the Plan satisfying the provisions of Sections 3.01, 3.09, 3.10, 3.11 and 3.12, as
applicable. If any portion of the Deferred Cash Contribution, Employee Contribution and/or Catch-up Contribution to which the Company Contribution relates is returned to the Participant under Section 3.01, 3.09, 3.10, 3.11 and/or 3.12, the
corresponding Company Contribution shall be forfeited (except as otherwise provided under Section 3.01), and if any amount of the Company
|
(a)
|
With respect to the Plan Year commencing January 1, 2013, the Company shall make a Basic Retirement Contribution on behalf of each Participant who
(i) is employed by the Company as an Employee on December 31, 2013, (ii) while employed by the Company as an Employee during the Plan Year ending December 31, 2013 (the “2013 Plan Year”),
|
(1)
|
dies or terminates employment due to Retirement (as defined below), (2) incurs a Disability, or (3) incurs an involuntary
Termination of Employment due to a corporate restructuring, as defined by the Benefits Administration Board, (all hereinafter referred to as an “eligible 2013 Participant”) in the amount as determined below.
|
(i)
|
If an eligible 2013 Participant who is not Disabled (as defined in this Section) was hired on or after July 1, 2012, and was
not a participant in the Employees’ Retirement Plan of John Wiley & Sons, Inc. (“Retirement Plan”) on June 30, 2013, his or her Basic Retirement Contribution for the 2013 Plan Year shall be equal to 3 percent of his or her Compensation
during the period January 1, 2013 through December 31, 2013.
|
(ii)
|
If an eligible 2013 Participant who is not Disabled was a participant in the Retirement Plan on June 30, 2013, his or her Basic Retirement
Contribution for the 2013 Plan Year shall be equal to 3 percent of his or her Compensation during the period July 1, 2013 through December 31, 2013.
|
(iii)
|
Notwithstanding the foregoing, with respect to a Participant who is a participant under the Retirement Plan as of June 30, 2013
and who either (1) was accruing Benefit Service credits under the provisions of Section 4.05(a) of the Retirement Plan on June 30, 2013 and who is Disabled on or prior to July 1, 2013, or (2) is an Employee on July 1, 2013 who t becomes
Disabled after July 1, 2013 and prior to January 1, 2014, the Company shall make Basic Retirement Contributions to the Plan on behalf of such Disabled Participant for the portion of the period July 1, 2013 through December 31, 2013 during
which he or she is Disabled. Such Basic Retirement Contribution shall be equal to 3 percent of the base rate of compensation such Participant would have received during that period had he or she been employed at the base rate of pay in effect
immediately prior to the date he or she ceased employment on account of becoming Disabled.
|
(iv)
|
Notwithstanding the foregoing, with respect to a Participant who is not a participant under the Retirement Plan as of June 30, 2013 and who becomes
Disabled on or after January 1, 2013 and prior to January 1, 2014, the Company shall make Basic Retirement Contributions to the Plan on behalf of such Disabled Participant for the portion of the period January 1, 2013 through December 31,
2013 during which he or she is Disabled. Such Basic Retirement Contribution shall be equal to 3 percent of the base rate of compensation such Participant would have received during that period had he or she been employed at the base rate of
pay in effect immediately prior to the date he or she ceased employment on account of becoming Disabled.
|
(b)
|
Effective for Plan Years beginning on or after January 1, 2014, the Company shall make a Basic Retirement Contribution on
behalf of a Participant who is (i) employed by the Company as an Employee, or (ii) is Disabled, (both hereinafter referred to an “eligible Participant”) in the amount as determined below:
|
(i)
|
With respect to a Participant who is employed by the Company as an Employee, the Basic Retirement Contribution shall be equal to three percent of
such Participant’s Compensation for each payroll period.
|
(ii)
|
With respect to a Participant who is Disabled the Company shall contribute Basic Retirement Contributions for such Participant during the period he
or she is considered Disabled. The Basic Retirement Contribution made on such Participant behalf during the period he or she remains Disabled shall be equal to three percent of such Participant’s base rate of compensation that he or she would
have received during that period had he or she been employed at the base rate of pay in effect immediately prior to the date he or she ceased employment on account of becoming Disabled.
|
(c)
|
For purposes of this Section, the term “Disabled” shall have the meaning set forth in Section 22(e)(3) of the Code and shall
mean the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or which has lasted or can be expected to last
for a continuous period of not less than 12 months. The permanence and degree of such impairment shall be supported by medical evidence.
|
(a)
|
Effective as of July 1, 2013, the Company, in its sole and absolute discretion, may, with respect to Plan Years beginning on or after January 1,
2013, contribute Discretionary Profit-Sharing Contributions on behalf of each Participant who is an Employee as of the last day of such Plan Year or who, while employed as an Employee during that Plan Year
|
(b)
|
The Discretionary Profit Sharing Contributions, if any, for a particular Plan Year shall be a specified percentage (as determined by the Board of
Directors) of an eligible Participant’s Compensation received while an Employee during such Plan Year (or with respect to the Plan Year ending December 31, 2013, the portion of such Plan Year during which the eligible Participant was eligible
for Basic Retirement Contributions under Section 3.04).
|
(a)
|
With the permission of the Benefits Administration Board and without regard to any limitations on contributions set forth in this Article 3, the
Plan may receive from or on behalf of an Employee, whether or not he or she has met the eligibility requirements for participation, in cash, any amount (excluding amounts attributable to after-tax amounts) previously received (or deemed to be
received) by him or her from a qualified plan. The Plan may receive such amount either directly from the Employee, from an individual retirement account or from a qualified plan in the form of a direct rollover. Notwithstanding the foregoing,
effective as of January 1, 2002, with the permission of the Benefits Administration Board, the Plan may receive directly from or accept on behalf of an Employee, whether or not he or she has met the eligibility requirements for participation,
in cash, a direct rollover of an eligible rollover distribution, excluding after–tax contributions, from (i) an annuity contract described in Section 403(b) of the
|
(b)
|
Notwithstanding the foregoing, the Plan shall not accept any amount unless such amount is eligible to be rolled over to a qualified trust in
accordance with applicable law and the Employee provides evidence satisfactory to the Benefits Administration Board that such amount qualifies for rollover treatment.
|
(c)
|
Rollover Contributions may be received in either of the following ways:
|
(i)
|
The Plan may accept such amount as a direct rollover of an eligible rollover distribution from an eligible retirement plan.
|
(ii)
|
The Plan may accept such amount directly from the Employee provided such amount:
|
(A)
|
was distributed to the Employee by an eligible retirement plan;
|
(B)
|
is received by the Plan on or before the 60th day after the day it was received by the Employee;
|
(C)
|
would otherwise be includible in gross income; and
|
(D)
|
is not attributable to Roth contributions as described in Section 402A of the Code.
|
(a)
|
A Participant may suspend his or her contributions under Section 3.02 and/or revoke his or her election under Sections 3.01 and 3.16 by giving such
advance Notice as the Benefits Administration Board shall prescribe. The suspension or revocation shall become effective as soon as administratively practicable following such Notice.
|
(b)
|
A Participant who has suspended his or her contributions under Section 3.02 may elect to resume such contributions by giving
such advance Notice as the Benefits Administration Board shall prescribe to resume such contributions in accordance with Section 3.02. Such contributions shall resume as soon as administratively practicable following such advance Notice. A
Participant who has revoked his or her election under Sections 3.01 and/or 3.16 may apply to the Benefits Administration Board to resume having his or her Compensation reduced in accordance with Sections 3.01 and/or 3.16 as soon as
administratively practicable following such Notice as the Benefits Administration Board shall prescribed. A Participant who is not permitted to make Deferred Cash Contributions and Employee Contributions pursuant to Section 7.03 or 7.05 may
apply to the Benefits Administration Board to have said contributions resume as soon as administratively practicable following such advance Notice as the Benefits Administration Board shall prescribe.
|
(a)
|
The actual deferral ratio of the Highly Compensated Employee with the highest actual deferral ratio shall be reduced to the extent necessary to
meet the actual deferral percentage test or to cause such ratio to equal the actual deferral ratio of the Highly Compensated Employee with the next highest ratio. This process will be repeated until the actual deferral percentage test is
passed. Each ratio shall be rounded to the nearest one one-hundredth of 1 percent of the Participant’s Statutory Compensation. The amount of Deferred Cash Contributions made by each Highly Compensated Employee in excess of the amount
permitted under his or her revised deferral ratio shall be added together. This total dollar amount of excess contributions (“excess contributions”) shall then be allocated to some or all Highly Compensated Employees in accordance with the
provisions of paragraph (b) below.
|
(b)
|
The Deferred Cash Contributions of the Highly Compensated Employee with the highest dollar amount of Deferred Cash
Contributions shall be reduced by the lesser of (i) the amount required to cause that Employee’s Deferred Cash Contributions to equal the dollar amount of the Deferred Cash Contributions of the Highly Compensated Employee with the next
highest dollar amount of Deferred Cash Contributions, or (ii) an amount equal to the total excess contributions. This procedure is repeated until all excess contributions are allocated. The amount of excess contributions allocated to a Highly
Compensated Employee, together with Earnings thereon, shall be distributed to him or her in accordance with the provisions of paragraph (c).
|
(c)
|
The excess contributions, together with Earnings thereon, allocated to a Participant shall be paid to the Participant before the close of the Plan
Year following the Plan Year in which the excess contributions were made, and to the extent practicable, within 2½ months of the close of the Plan Year in which the excess contributions were made. However, any excess contributions for any
Plan Year shall be reduced by any Deferred Cash Contributions previously returned to the Participant under Section 3.01 for that Plan Year. The Benefits Administration Board shall prescribe procedures for determining which portion of Deferred
Cash Contributions is matched by Company Contributions. In the event any Deferred Cash Contributions returned under this Section were matched by Company Contributions, such corresponding Company Contributions, with Earnings thereon, shall be
forfeited and used to reduce Company contributions.
|
(d)
|
In the event any Company Contributions subject to forfeiture under this Section have been distributed to the Participant, the Company shall make
reasonable efforts to recover the contributions from the Participant.
|
(a)
|
The actual contribution ratio of the Highly Compensated Employee with the highest actual contribution ratio shall be reduced to the extent
necessary to meet the test or to cause such ratio to equal the actual contribution ratio of the Highly Compensated Employee with the
|
(b)
|
The Employee Contributions and Company Contributions of the Highly Compensated Employee with the highest dollar amount of such contributions shall
be reduced by the lesser of (i) the amount required to cause that Employee’s Employee Contributions, and Company Contributions to equal the dollar amount of such contributions of the Highly Compensated Employee with the next highest dollar
amount of such contributions, or (ii) an amount equal to the total excess aggregate contributions. This procedure is repeated until all excess aggregate contributions are allocated. The amount of excess aggregate contributions allocated to
each Highly Compensated Employee, together with Earnings thereon, shall be distributed or forfeited in accordance with the provisions of paragraph (c) below.
|
(c)
|
Excess aggregate contributions allocated to a Highly Compensated Employee under paragraph (b) above shall be distributed or forfeited as follows:
|
(i)
|
unmatched Employee Contributions, to the extent of the excess aggregate contributions, together with Earnings, shall be paid to the Participant;
and then, if necessary,
|
(ii)
|
so much of the matched Employee Contributions and corresponding Company Contributions, together with Earnings, as shall be
necessary shall be reduced, with the Employee Contributions, together with Earnings, being paid to the Participant and the Company Contributions, together with Earnings, being forfeited and applied to reduce Company Contributions, then, if
necessary
|
(iii)
|
so much of the Company Contributions, together with Earnings, as shall be necessary to equal the balance of the excess aggregate contributions
shall be reduced, with the vested Company Contributions, together with applicable Earnings, being paid to the Participant and the Company Contributions which are forfeitable under the Plan, together with applicable Earnings, being forfeited
and applied to reduce Company contributions.
|
(iv)
|
The Benefits Administration Board shall prescribe procedures for determining which portion of Employee Contributions is matched by Company
Contributions.
|
(d)
|
Any repayment or forfeiture of excess aggregate contributions shall be made before the close of the Plan Year following the Plan Year for which the
excess aggregate contributions were made, and to the extent practicable, any repayment or forfeiture shall be made within 2½ months of the close of the Plan Year in which the excess aggregate contributions were made. In the event any Company
Contributions subject to forfeiture have been distributed to the Participant, the Company shall make reasonable efforts to recover the contributions from the Participant.
|
(a)
|
If any Highly Compensated Employee is a member of another qualified plan of the Company or an Affiliated Company, including, effective as of
January 1, 2006, an employee stock ownership plan described in Section 4975(e)(7) of the Code but
|
(b)
|
In the event that this Plan is aggregated with one or more other plans to satisfy the requirements of Sections 401(a)(4) and 410(b) of the Code
(other than for purposes of the average benefit percentage test) or if one or more other plans is aggregated with this Plan to satisfy the requirements of such sections of the Code, then the provisions of Sections 3.08, and 3.10 shall be
applied by determining the Actual Deferral Percentage and Contribution Percentage of employees as if all such plans were a single plan. If this Plan is permissively aggregated with any other plan or plans for purposes of satisfying the
provisions of Section 401(k)(3) of the Code, the aggregated plans must also satisfy the provisions of Sections 401(a)(4) and 410(b) of the Code as though they were a single plan. Plans may be aggregated under this paragraph (b) only if they
have the same plan year.
|
(c)
|
The Company may elect to use Deferred Cash Contributions to satisfy the tests described in Section 3.10, provided that the test described in
Section 3.09 is met prior to such election, and continues to be met following the Company’s election to shift the application of those Deferred Cash Contributions from Section 3.09 to Section 3.10 and provided further that the tests described
in Section 3.09 and 3.10 are both performed on either a prior year testing method or a current year testing method.
|
(d)
|
The Company may authorize that special “qualified nonelective contributions” shall be made for a Plan Year, which shall be
allocated in such amounts and to such Participants, who are not Highly Compensated Employees, as the Benefits Administration Board shall determine provided such allocation procedure complies with the applicable provisions of Treasury
Regulation Section 1.401(k)-2(a)(6). The Benefits Administration Board shall establish such separate accounts as may be necessary. Qualified nonelective contributions shall be 100 percent nonforfeitable when made. Qualified nonelective
contributions made before the last day of the Plan Year ending before July 1, 1989 and earnings credited thereon as of that date may only be withdrawn by a Participant while in service under the provisions of Section 7.04 or 7.05. Any
qualified nonelective contributions made on or after the last day of the Plan Year ending before July 1, 1989 and any earnings credited on any qualified nonelective contributions after such date shall only be available for withdrawal under
the provisions of Section 7.04. Qualified nonelective contributions made for the Plan Year may be used to satisfy the tests described in Sections 3.09and 3.10, where necessary.
|
(e)
|
If the Company elects to apply the provisions of Section 410(b)(4)(B) to satisfy the requirements of Section 401(k)(3)(A)(i) of the Code, the
Company may apply the provisions of Sections 3.09and 3.10 by excluding from consideration all eligible employees (other than Highly Compensated Employees) who have not met the minimum age and service requirements of Section 410(a)(1)(A) of
the Code.
|
(a)
|
The annual addition to a Participant’s Accounts for any Plan Year beginning prior to January 1, 2002, which shall be considered the “limitation
year” for purposes of Section 415 of the Code, when added to the Participant’s annual addition for that Plan Year under any other qualified defined contribution plan of the Company or an Affiliated Company, shall not exceed an amount which is
equal to the lesser of (i) 25 percent of his or her aggregate remuneration for that Plan Year or (ii) $30,000, as adjusted pursuant to Section 415(d) of the Code. With respect to Plan Years (which shall be considered the “limitation year”)
beginning after December 31, 2001 and except to the extent permitted under Section 3.16 of the Plan and Section 414(v) of the Code, if applicable, the annual addition that may be contributed or allocated to a Participant’s account under the
Plan or any other qualified defined contribution plan of the Company or an Affiliated Company, for any limitation year shall not exceed the lesser of:
|
(i)
|
$40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code, or
|
(ii)
|
100 percent of the Participant’s remuneration for the limitation year.
|
(b)
|
For purposes of this Section, the “annual addition” to a Participant’s Accounts under this Plan or any other qualified defined contribution plan
(including a deemed qualified defined contribution plan under a qualified defined benefit plan) maintained by the Company or an Affiliated Company shall be the sum of:
|
(i)
|
the total contributions, including Deferred Cash Contributions, made on the Participant’s behalf by the Company and all Affiliated Companies,
|
(ii)
|
all Participant contributions, exclusive of any Rollover Contributions and Catch-
|
(iii)
|
forfeitures, if applicable, that have been allocated to the Participant’s Accounts under this Plan or his or her accounts under any other such
qualified defined contribution plan, and
|
(iv)
|
solely for purposes of clause (i) of paragraph (a) above, amounts described in Sections 415(1)(1) and 419A(d)(2) allocated to the Participant.
|
(c)
|
For purposes of this Section, the term “remuneration” with respect to any Participant shall mean the wages, salaries and other amounts paid in
respect of such Participant by the Company or an Affiliated Company for personal services actually rendered, and shall include amounts contributed by the Company pursuant to a salary reduction agreement which are not includible in the gross
income of the employee under Section 125, 132(f), 402(g)(3), 414(v) or 457(b) of the Code, but shall exclude deferred compensation, stock options and other distributions which receive special tax benefits under the Code.
|
(i)
|
salary continuation payments for military service as described in Treasury Regulation Section 1.415(c)-2(e)(4),
|
(ii)
|
compensation paid after severance from employment as described in Treasury Regulation Section 1.415(c)-2(e)(3)(i), (ii) and (iii)(A),
|
(iii)
|
foreign income as described in Treasury Regulation Section 1.415(c)-2(g)(5)(i), excluding amounts described in Treasury Regulation Section
1.415(c)-2(g)(5)(ii).
|
(d)
|
With respect to Plan Years beginning prior to July 1, 2007, if the annual addition to a Participant’s Accounts for any Plan Year, prior to the
application of the limitation set forth in paragraph (a) above, exceeds that limitation due to a reasonable error in estimating a Participant’s annual compensation or in determining the amount of Deferred Cash Contributions that may be made
with respect to a Participant under Section 415 of the Code, or as the result of the allocation of forfeitures, the amount of contributions credited to the Participant’s Accounts in that Plan Year shall be adjusted to the extent necessary to
satisfy that limitation in accordance with the following order of priority:
|
(i)
|
The Participant’s unmatched Employee Contributions under Section 3.02 shall be reduced to the extent necessary. The amount of
the reduction shall be returned to the Participant, together with any earnings on the contributions to be returned.
|
(ii)
|
The Participant’s unmatched Pre-tax Contributions shall be reduced to the extent necessary. The amount of the reduction shall be returned to the
Participant together with any earnings on the contributions to be returned.
|
(iii)
|
The Participant’s matched Pre-tax Contributions and corresponding Company Contributions shall be reduced to the extent necessary. The amount of the
reduction attributable to the Participant’s matched Employee Contributions shall be returned to the Participant, together with any earnings on those contributions to be returned, and the amount attributable to the Company Contributions shall
be forfeited and used to reduce subsequent contributions payable by the Company.
|
(iv)
|
The Participant’s matched Deferred Cash Contributions and corresponding Matching Contributions shall be reduced to the extent necessary. The amount
of the reduction attributable to the Participant’s matched Deferred Cash Contributions shall be returned to the Participant, together with any earnings on those contributions to be returned, and the amount attributable to the Matching
Contributions shall be forfeited and used to reduce subsequent contributions payable by the Company.
|
(a)
|
If all or part of the Company’s deductions for contributions to the Plan are disallowed by the Internal Revenue Service, the portion of the
contributions to which that disallowance applies shall be returned to the Company without interest but reduced by any investment loss attributable to those contributions, provided that the contribution is returned within one year after the
disallowance of deduction. For this purpose, all contributions made by the Company are expressly declared to be conditioned upon their deductibility under Section 404 of the Code.
|
(b)
|
The Company may recover without interest the amount of its contributions to the Plan made on account of a mistake of fact, reduced by any
investment loss attributable to those contributions, if recovery is made within one year after the date of those contributions.
|
(c)
|
In the event that Pre-tax Contributions made under Section 3.01 or 3.16 are returned to the Company in accordance with the provisions of this
Section, the elections to reduce Compensation, which were made by Participants on whose behalf those contributions were made, shall be void retroactively to the beginning of the period for which those contributions were made. The Pre-tax
Contributions so returned shall be distributed in cash to those Participants for whom those contributions were made, provided, however, that if the contributions are returned under the provisions of paragraph (a) above, the amount of Pre-tax
Contributions to be distributed to Participants shall be adjusted to reflect any investment gains or losses attributable to those contributions.
|
(a)
|
Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service
will be provided in accordance with Section 414(u) of the Code.
|
(b)
|
Without regard to any limitations on contributions set forth in this Article 3, with respect to a Participant who is reemployed and is credited
with Years of Service under the provisions of Section 1.56(b) because of a period of service in the uniformed services of the United States, contributions shall be made in accordance with this Section. For purposes of determining the amount
of contributions under this Section, an eligible Participant's Compensation for the period of absence shall be deemed to be the rate of Compensation he or she would have received had he or she remained employed as an Employee for that period
or, if such rate is not reasonably ascertainable, on the basis of the Participant 's rate of Compensation during the 12-month period immediately preceding such period of absence (or if shorter, the Participant 's period of employment
immediately preceding such period). Earnings (or losses) on contributions under this Section shall be credited in accordance with the provisions of Article 4, commencing with the dates the contributions are made to the Trust.
|
(i)
|
Such Participant may elect to contribute to the Plan the Pre-tax Contributions and/or Employee Contributions that could have
been contributed to the Plan in accordance with the provisions of the Plan had he or she remained continuously employed by the Company throughout such period of absence (“make-up contributions”). For purposes of determining the amount of
make-up contributions a Participant may make, his or her Compensation for the period of absence shall be deemed to be the rate of Compensation he would have received had he or she remained employed as an Employee of that period, or if such
rate is not reasonably ascertainable, on the basis of the Participant’s rate of Compensation during the 12- month period immediately preceding such period of absence (or if shorter, the period of employment immediately preceding such period).
Any Pre-tax Contributions and/or Employee Contributions so determined shall be limited as provided in Sections 3.01, 3.02, 3.09, 3.10, 3.11 and 3.16 with respect to the Plan Year or Years to which such contributions relate rather than the
Plan Year in which payment is made. Any payment to the Plan described in this paragraph shall be made during the applicable repayment period. The make-up contributions may be made over a period not to exceed three times the period of military
leave or five years, if less, but in no event later than the Participant’s termination of employment (unless he or she is subsequently rehired). The make-up period shall start on the later of: (i) the Participant’s date of reemployment, or
(ii) the date the Company notifies the Employee of his or her rights under this Section. Earnings (or losses) on make-up contributions shall be credited commencing with the date the make-up contribution is made in accordance with the
provisions of Article 4.
|
(ii)
|
With respect to a Participant who makes the election described in subparagraph (i) above, the Company shall make Company Contributions on the
make-up
|
(iii)
|
The Company shall make any Basic Retirement Contributions or Discretionary Profit Sharing Contributions on behalf of such
Participant that would have been contributed to the Plan on his or her behalf in accordance with Sections 3.04 and
|
(c)
|
With respect to a Participant who dies while performing qualified military service (as defined in Section 414(u) of the Code,
the Company shall make the Non-Matching Contributions and Matching Contributions on such Participant's behalf that would have been made had the Participant remained employed to the date of his death. Matching Contributions made under this
paragraph shall be determined based on the average actual Deferred Cash, Catch- up or Employee Contributions the Participant made for the 12- month period of employment immediately preceding the Participant 's qualified military service (or.
if shorter, the Participant's period of employment as an Employee of the Company immediately preceding such qualified military service).
|
(d)
|
Notwithstanding any other provisions of this Section, the maximum amount of make-up contributions made by or on behalf of a Participant shall be
reduced by the actual amount of Non-Matching Contributions, Deferred Cash Contributions (including Catch-Up Contributions), Employee Contributions, Basic Retirement Contribution, Discretionary Profit Sharing Contribution and/or Company
Contributions, as applicable, made by or on behalf of the Participant during his or her period of qualified military service.
|
(e)
|
All contributions under this Section are considered “annual additions,” as defined in Section 415(c)(2) of the Code, and shall be limited in
accordance with the provisions of Section 3.12 with respect to the Plan Year or Years to which such contributions relate rather than the Plan Year in which payment is made.
|
(a)
|
A Participant's Catch-Up Contributions shall not be taken into account for purposes of applying the limitations under Sections 402(g) and 415 of
the Code and Participants’ Catch-Up Contributions shall not be taken into account in applying the Actual Deferral Percentage test under Section 3.09.
|
(b)
|
The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of making such Catch-Up Contributions.
|
(c)
|
The determination of whether a Deferred Cash Contribution under this Section constitutes a Catch-Up Contributions shall be made in accordance with
Section 414(v) of the Code and the regulations issued thereunder on the last day of the Plan Year (or in the case of Section 415 of the Code, the Limitation Year, except that, with respect to Deferred Cash Contributions in excess of an
applicable limit that is tested on the basis of taxable year or calendar year (e.g., the limit under Section 401(a)(30) of the Code) the determination of whether such Deferred Cash Contributions are treated as Catch-Up Contributions is made
at the time they are deferred”. Pre-tax Contributions that are intended to be Catch-Up Contributions for a taxable year but do not qualify as Catch-Up Contributions for such year shall be treated for all purposes under the Plan as Deferred
Cash Contributions made under Section 3.01.
|
(d)
|
In the event that the sum of a Participant's Catch-Up Contributions and similar contributions to any other qualified defined contribution plan
and/or Code Section 403(b) plan maintained by the Company or an Affiliated Company exceeds the dollar limit on catch-up contributions under Section 414(v) of the Code for any calendar year as in effect for such calendar year, the Participant
shall be deemed to have elected a return
|
(e)
|
If a Participant makes catch-up contributions under a qualified defined contribution plan and/or Code Section 403(b) plan maintained by an employer
other than the Company or an Affiliated Company for any calendar year and those contributions when added to his or her Catch-Up Contributions exceed the dollar limit on catch-up contributions under Section 414(v) of the Code for that calendar
year, the Participant may allocate all or a portion of such "excess catch-up contributions" to this Plan. In the event such Participant notifies the Benefits Administration Board of the "excess catch-up contributions" in the same manner as is
required for allocated "excess deferrals" under Section 3.01(d), such "excess catch-up contributions" shall be distributed in the same manner as "excess deferrals" under Section 3.01(d).
|
(f)
|
A Participant's Catch-Up Contributions shall be subject to the same withdrawal and distribution restrictions as Deferred Cash Contributions made
under Section 3.01.
|
(a)
|
Contributions to the Plan shall be invested by the Trustee as directed by the Participant in accordance with the provisions of this Article 4 (or
beneficiary in the event of the death of a Participant) in one or more of the following Investment Funds:
|
(i)
|
the Company Stock Fund or
|
(ii)
|
one or more other Investment Funds, as authorized by the Plan Asset Committee (prior to March 11, 1999, the Benefits Administration Board) which
from time to time may include such equity funds, international equity funds, fixed income funds, money market funds, life-cycle fund, target date fund and other funds as the Plan Asset Committee elects to offer.
|
(b)
|
In any Investment Fund, the Trustees may keep such amounts of cash as it, in its sole discretion, shall deem necessary or
advisable as part of the Funds, all within the limitations specified in the trust agreement.
|
(c)
|
Dividends, interest, and other distributions received on the assets held by the Trustees in respect to each of the above Funds shall be reinvested
in the respective Fund.
|
(d)
|
For the purpose of determining the value of the John Wiley & Sons, Inc. common stock held in the Company Stock Fund, such stock shall be valued
as of the closing quoted selling price of such stock on the New York Stock Exchange composite tape on the business day such stock is delivered to the Trustee unless otherwise prescribed by the Plan Asset Committee.
|
(a)
|
100 percent in one of the available Investment Funds other than the Company Stock Fund; or
|
(b)
|
in more than one Investment Fund allocated in multiples of 1 percent; provided, however, that amounts invested in the Company Stock Fund shall not
exceed 25%.
|
4.06
|
Limitations
Imposed by Contract, Prospectus or Other Documents of Similar Import Notwithstanding anything in this Article to the contrary, any amounts invested in a fund of guaranteed investment contracts or an investment fund covered by a
prospectus or other document of similar import or effect shall be subject to any and all terms of such contracts, prospectus or other documents of similar import or effect, including any limitations therein placed on the exercise of any
rights otherwise granted to a Participant under any other provisions of this Plan with respect to such amounts..
|
6.01
|
Employee Contribution Account, Deferred Account, Transfer ESOP Account, Catch-up
Contribution Account and Rollover Account
|
(a)
|
A Participant shall be vested in, and have a nonforfeitable right to, his or her Company Contribution Account in accordance with the following
schedule:
|
less than 1 year
|
0%
|
1 but less than 2 years
|
34
|
2 but less than 3 years
|
67
|
3 or more years
|
100
|
less than 1 year
|
0%
|
1 but less than 2 years
|
34
|
2 but less than 3 years
|
67
|
3 or more years
|
100
|
(b)
|
Notwithstanding the foregoing, a Participant shall be 100 percent vested in, and have a nonforfeitable right to, his or her
Accounts if while employed by the Company or an Affiliated Company a Participant dies, incurs a Disability or attains age 65.
|
(c)
|
Notwithstanding the foregoing, a Participant who dies or (effective as of January 1, 2010, incurs a Disability) while in qualified military service
(as defined in Section 414(u) of the Code) and while his or her reemployment rights are protected by the Uniformed Services Employment and Reemployment Rights Act of 1994 and any related legislation or guidance, he or she shall be considered
to have died or incurred such Disability while employed by the Company or an Affiliated Company and he or she shall be 100 percent vested in his Company Contribution Account as of the date of his or her death or Disability.
|
(d)
|
Notwithstanding any Plan provision to the contrary, a Participant who completes at least one Hour of Service on or after
January 1, 2014 shall be 100 percent vested in, and have a nonforfeitable right to, his or her Company Contribution Account.
|
(a)
|
Upon termination of employment of a Participant who was not fully vested in his or her Company Contribution Account, the
non-vested portion of his or her Company Contribution Account shall not be forfeited until the Participant has a period of Break in Service of five years or receives a distribution of the Vested Portion of his or her Accounts, if earlier. If
the former Participant is not reemployed by the Company or an Affiliated Company before he or she has a period of Break in Service of five years or receives such a distribution, the non-vested portion of his or her Company Contribution
Account shall be forfeited. Any amounts forfeited pursuant to this paragraph (a) (or any other provision of the Plan) shall be applied, in the discretion of the Benefits Administration Board, to any one or more of the following: (1) to
restore (unadjusted by any gains or losses) amounts previously forfeited which are being restored in accordance with paragraph (b); (2) to pay for those administrative expenses which are properly payable under the Plan; or (3) to reduce
Company Contributions. If the amount of the Vested Portion of a Participant’s Company Contribution Account at the time of his or her termination of employment is zero and the Participant had not at any time made Deferred Cash Contributions to
the Plan, the Participant shall be deemed to have received a distribution of such zero vested benefit.
|
(b)
|
If an amount of a Participant’s Company Contribution Account has been forfeited in accordance with paragraph (a) above, that amount shall be
subsequently restored to the Participant’s Company Contribution Account provided (i) he or she is reemployed by the
|
(c)
|
In the event that any amounts to be restored by the Company to a Participant’s Company Contribution Account have been forfeited under paragraph (a)
above, those amounts shall be taken first from any forfeitures which have not as yet been applied against Company contributions and if any amounts remain to be restored, the Company shall make a special Company contribution equal to those
amounts.
|
(a)
|
A Participant may, subject to Section 7.06, elect to withdraw all or part of the Employee Contributions in his or her Employee Contribution Account
made before January 1, 1987, not to exceed his or her non-taxable basis, excluding earnings thereon.
|
(b)
|
A Participant who has withdrawn the amounts described in paragraph (a) above may, subject to Section 7.06, elect to withdraw all or part of his or
her Employee Contribution Account attributable to Employee Contributions made on or after January 1, 1987, with earnings thereon. Notwithstanding the preceding sentence, a Participant who has not been a Participant for at least five years as
of the date of the withdrawal may not withdraw his or her matched Employee Contributions, if any, made within the 24-month period preceding the date of withdrawal.
|
(c)
|
A Participant who has withdrawn the amounts described in paragraphs (a) and (b) above may, subject to Section 7.06, elects to withdraw the
remaining amounts in his or her Employee Contribution Account attributable to Employee Contributions made before January 1, 1987.
|
(d)
|
Any such withdrawal under the preceding paragraphs of this Section 7.01 shall be made no more than twice in any calendar year.
|
(a)
|
Except as otherwise provided in Appendix A, a Participant who has withdrawn the total amount available for withdrawal under Sections 7.01 and 7.02
and who is vested in his or her Company Contribution Account may, subject to Section 7.06, elect to withdraw once during any calendar year up to 50 percent of the Vested Portion of his or her Company Contribution Account attributable to
Company contributions which have been credited to his or her Company Contribution Account for at least 24 months.
|
(b)
|
A Participant who makes any withdrawal from his or her Company Contribution Account shall be prohibited from making further
contributions to his or her Deferred Account, Catch-up Contribution Account or Employee Contribution Account for a period of six calendar months commencing with the month following the month in which his or her request for withdrawal is
received by the Benefits Administration Board, or if later, following the end of any suspension period pursuant to this Section 7.03. Upon the expiration of the six-month period, a Participant can re-elect, in accordance with Sections 3.01,
3.02 and 3.16 of the Plan, to make contributions to his or her Deferred Account, Catch-up Contribution Account or Employee Contribution Account.
|
(a)
|
A Participant who shall have attained age 59½ as of the effective date of any withdrawal pursuant to this Section may, (prior to January 1, 2002,
no more than once in any calendar year) and subject to Section 7.06, elect to withdraw in the following order all or part of (a)
|
7.05
|
Hardship Withdrawal
|
(a)
|
Except as otherwise provided in Appendix A, a Participant who has not yet attained age 59½ may, no more than once in any calendar year and subject
to Section 7.06, elect to withdraw in the following order all or part of (i) the Employee Contributions in his or her Employee Contribution Account made before January 1, 1987, not to exceed his or her non-taxable basis, (ii) the portion of
his or her Employee Contribution Account attributable to Employee Contributions made on or after January 1, 1987, with earnings thereon, (iii) the remainder of his or her Employee Contribution Account, (iv) his or her Rollover Account, (v)
the Vested Portion of his or her Company Contribution Account, (vi) his or her Transfer ESOP Account, and then (vii) his or her Pre-tax Contributions and any earnings credited to his or her Deferred Account prior to the last day of the Plan
Year ending before July 1, 1989, provided that he or she furnishes proof of “Hardship” satisfactory to the Benefits Administration Board in accordance with the provisions of paragraphs (b) and (c) below.
|
(b)
|
As a condition for Hardship there must exist with respect to the Participant an immediate and heavy financial need to draw upon
his or her Accounts.
|
(i)
|
The Benefits Administration Board shall presume the existence of such immediate and heavy financial need if the requested withdrawal is on account
of any of the following:
|
(A)
|
expenses for (or necessary to obtain) medical care that would be deductible under Section 213(d) of the Code (determined without regard to whether
the expenses exceed 7.5 percent of adjusted gross income);
|
(B)
|
costs directly related to the purchase of a principal residence of the Participant (excluding mortgage payments);
|
(C)
|
payment of tuition and related educational fees, and room and board expenses, for the next 12 months of post-secondary education of the
Participant, his or her spouse, children or dependents (as defined in Section 152 of the Code and determined without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code);
|
(D)
|
effective as of January 1, 2006, payment of amounts necessary to prevent eviction of the Participant from his or her principal residence or to
avoid foreclosure on the mortgage of his or her principal residence;
|
(E)
|
effective as of January 1, 2006, payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as
defined in Section 152 of the Code and without regard to Section 152(d)(1)(B) of the Code);
|
(F)
|
effective as of January 1, 2006, expenses for the repair of damages to the Participant’s principal residence that would qualify for the casualty
deduction under Section 165 of the Code (determined without regard to
|
(G)
|
the inability of the Participant to meet such other expenses, debts, or other obligations recognized by the Internal Revenue Service as giving rise
to an immediate and heavy financial need for purposes of Section 401(k) of the Code.
|
(ii)
|
Notwithstanding the foregoing, if a Participant requests a Hardship withdrawal from only his or her Employee Contribution Account, the Benefits
Administration Board may determine, but is not required to determine, the existence of immediate and heavy financial need in situations other than those described in (A) through
|
(A)
|
the payment of uninsured expenses relating to the Participant’s principal residence (preservation or renovation);
|
(B)
|
satisfaction of tax liens or defaulted loans;
|
(C)
|
payment of unpaid child support or alimony/maintenance obligations;
|
(D)
|
payment of expenses relating to adoption or placement of a relative in an extended care facility;
|
(E)
|
payment of reasonable funeral expenses for a family member not described in clause (b)(i)(E) above;
|
(F)
|
payment of legal fees for defense of civil or criminal action for the Participant, his spouse, or dependents (as defined in Section 152 of the
Code); or
|
(G)
|
any other reason which the Benefits Administration Board may deem appropriate, with reference to all the relevant facts and circumstances and in
accordance with applicable tax laws under Section 401(k) of the Code and its applicable regulations.
|
(c)
|
As a condition for a Hardship withdrawal, the Participant must demonstrate that the requested withdrawal is necessary to satisfy the financial need
described in paragraph (b) as follows:
|
(i)
|
If a withdrawal will not be made from a Participant’s Deferred Account or Catch- up Contribution Account, the Participant shall certify to the
Benefits
|
(ii)
|
If the withdrawal will be made from a Participant’s Deferred Account or Catch-up Contribution Account, the Participant who requests a hardship
withdrawal to satisfy a financial need described in (b)(i) above must comply with (A) or (B) as follows:
|
(A)
|
The Participant must certify to the Benefits Administration Board, on such form as the Benefits Administration Board may prescribe, that the
financial need cannot be fully relieved (1) through reimbursement or compensation by insurance or otherwise, (2) by reasonable liquidation of the Participant’s assets, (3) by cessation of Deferred Cash Contributions, Employee Contributions
and Catch-up Contributions, or (4) by other distributions or nontaxable (at the time of the loan) loans from the Plan or other plans of the Company or Affiliated Companies or by borrowing from commercial sources at a reasonable rate in an
amount sufficient to satisfy the need. The actions listed are required to be taken to the extent necessary to relieve the hardship but any action, which would have the effect of increasing the hardship, need not be taken. For purposes of this
clause (A), there shall be attributed to the Participant those assets of the Participant’s spouse and minor children, which are reasonably available to
|
(B)
|
The Participant must request, on such form as the Benefits Administration Board shall prescribe, that the Benefits Administration Board make its
determination of the necessity for the withdrawal solely on the basis of his or her application. In that event, the Benefits Administration Board shall make such determination, provided all of the following requirements are met: (1) the
Participant has obtained all distributions, other than distributions available only on account of hardship, and all nontaxable loans currently available under all plans of the Company and Affiliated Companies, (2) the Participant is
prohibited from making Deferred Cash Contributions, Catch-up Contributions and Employee Contributions to the Plan and all other plans of the Company and Affiliated Companies under the terms of such plans or by means of an otherwise legally
enforceable agreement for at least 12 months after receipt of the distribution, and (3) the limitation described in Section 3.01(b) under all plans of the Company and Affiliated Companies for the calendar year following the year in which the
withdrawal is made must be reduced by the Participant’s elective deferrals made in the calendar year of the distribution for
|
(a)
|
A Participant who is an employee of the Company or an Affiliated Company may borrow, on written application to the Benefits Administration Board
and on approval by the Benefits Administration Board under such uniform rules as it shall adopt, an amount not in excess of the maximum loan amount determined in accordance with paragraph (b) below. Notwithstanding the foregoing, effective on
and after January 1, 2005, the Benefits Administration Board may, in its sole discretion, deny a loan to a Participant who is a director or executive officer (or the equivalent thereof) of the Company or an Affiliated Company based on a
reasonable concern regarding the legality of the loan under Section 13(k) of the Securities Exchange Act of 1934.
|
(b)
|
A Participant may borrow up to 100 percent of his or her Catch-up Contribution Account, Company Contribution Account, Company Matching Account, the
Deferred Account, the Employee Contribution Account, the Transfer ESOP Account and the Rollover Account. Notwithstanding the foregoing a Participant may borrow no more than an amount, which, when added to the outstanding balance of any other
loans to the Participant from this Plan or any other qualified plan of the Company or Affiliated Company, including the amount of any unpaid deemed loan distribution and accrued interest, does not exceed the lesser of
|
(i)
|
50 percent of the Vested Portion of his or her Catch-up Contribution Account, Company Contribution Account, Company Matching Account, the Deferred
Account, the Employee Contribution Account, the Transfer ESOP Account and the Rollover Account, or
|
(ii)
|
$50,000 reduced by the excess, if any, of (A) the highest outstanding balance of loans to the Participant from such plans during the one year
period ending on the day before the day the loan is made, over (B) the outstanding balance of loans to the Participant from such plans on the date on which the loan is made.
|
(c)
|
Loans from the Plan shall be repaid with interest and the interest rate to be charged shall be determined at the time of the
loan application and shall be determined by the Benefits Administration Board based on the interest rates charged by a person in the business of lending money for loans of similar purpose and duration. The interest rate so determined for
purposes of the Plan shall be fixed for the duration of each loan.
|
(d)
|
The amount of the loan is to be transferred from the Investment Funds in which the Participant’s Accounts are invested to a special “Loan Fund” for
the Participant under the Plan. The Loan Fund consists solely of the amount transferred to the Loan Fund and is invested solely in the loan made to the Participant. The amount transferred to the Loan Fund shall be pledged as security for the
loan. Payments of principal on the loan will reduce the amount held in the Participant’s Loan Fund. Those payments, together with the attendant interest payment, will be reinvested in the Investment Funds in accordance with the Participant’s
then effective investment election.
|
(e)
|
Discretionary Profit-Sharing Contributions, Basic Retirement Contributions and their related earnings shall not be available for a loan under any
circumstances.
|
(a)
|
In addition to such rules and regulations as the Benefits Administration Board may adopt, all loans shall comply with the following terms and
conditions:
|
(i)
|
An application for a loan by a Participant shall be made in writing to the Benefits Administration Board, whose action in approving or disapproving
the application
|
(ii)
|
Each loan shall be evidenced by a promissory note payable to the Plan;
|
(iii)
|
The period of repayment for any loan shall be arrived at by mutual agreement between the Benefits Administration Board and the
Participant, but that period shall not exceed five years unless the loan is to be used in conjunction with the purchase of the principal residence of the Participant;
|
(iv)
|
If a Participant with an outstanding loan takes an authorized leave of absence without pay or reduced pay that is less than the required loan
payments, for reasons other than to enter the uniformed services of the United States, loan payments may be suspended at the request of the Participant, for a period of up to 12 months or until the end of the term of the loan, if earlier.
Upon a Participant's reemployment from the leave of absence, the Participant shall resume payments either in the same amount as before the leave with the full balance due upon the expiration of the repayment period or by reamortizing the loan
in substantially level installments over the remaining term of the loan.
|
(v)
|
If a Participant takes a leave of absence to enter the uniformed services of the United States, loan repayments shall be suspended during the
period of leave. If a Participant enters the uniformed services of the United States, the interest rate applicable to the unpaid loan balance during the period of leave shall be reduced to 6%, in accordance with Section 107 of the Service
member’s Civil Relief Act of 2003. Upon the Participant's reemployment from the uniformed services, the Participant shall resume payments either in the same amount as before the leave with the full balance due upon the expiration of the
repayment period or the period
|
(vi)
|
Payments of principal and interest will be made by payroll deductions or in a manner agreed to by the Participant and the Benefits Administration
Board in substantially level amounts, but no less frequently than quarterly, in an amount sufficient to amortize the loan over the repayment period;
|
(vii)
|
A loan may be prepaid in full, or in part, as of any date without penalty; and
|
(viii)
|
If at the time a loan is to be issued to a Participant a prior loan has been deemed distributed to the Participant and not
repaid, a new loan may only be issued to a Participant if the Participant enters into an agreement, enforceable under law, that requires repayment by payroll withholding or if the Participant repays the unpaid prior loan balance, including
accrued interest to the date of repayment.
|
(ix)
|
The Benefits Administration Board may deny any loan if in its judgment the Participant will not have sufficient income to meet the loan terms as
they become due.
|
(b)
|
If a loan is not repaid in accordance with the terms contained in the promissory note and a default occurs, the Plan may execute upon its security
interest in the Participant’s Accounts under the Plan to satisfy the debt; however, the Plan shall not levy against any portion of the Loan Fund attributable to amounts held in the Participant’s Deferred Account or Company Contribution
Account until such time as a distribution of the Deferred Account or Company Contribution Account could otherwise be made under the Plan.
|
(c)
|
Any additional rules or restrictions as may be necessary to implement and administer the loan program shall be in writing and
communicated to employees. Such further documentation is hereby incorporated into the Plan by reference, and the Benefits Administration Board is hereby authorized to make such revisions to these rules as it deems necessary or appropriate, on
the advice of counsel.
|
(d)
|
To the extent required by law and under such rules as the Benefits Administration Board shall adopt, loans shall also be made available on a
reasonably equivalent basis to any Beneficiary or former Employee (i) who maintains an account balance under the Plan and
|
(a)
|
Distribution of the Vested Portion of a Participant’s Account shall be made to the Participant in a cash lump sum. However, effective as of January
1, 2011, a Participant may elect, in such manner as the Benefits Administration Board shall prescribe, to receive:
|
(i)
|
payments, in cash, in approximately equal annual installments over a period of 2 to 20 years, as elected by the Participant,
not to exceed the life expectancy of the last survivor of the Participant and his or her Beneficiary; or
|
(ii)
|
effective on or after July 1, 2013, payments in cash in approximately equal annual installments over the life expectancy of the
Participant as actuarially determined at the time of commencement of the initial installment and as redetermined annually (or such other period as determined by the BAB) thereafter. The amount of such installments will be based on the value
of his or her Accounts as of the Valuation Date for the payment cycle and shall be determined in accordance with the procedures established by the Benefits Administration Board and shall be representative of both the frequency elected and the
number of years and fractions thereof of the Participant’s life expectancy based on his or her age and the single life table set forth in Treasury regulations
|
(b)
|
Notwithstanding the foregoing, if a Participant dies before his or her benefits commence, the Vested Portion of his or her Accounts shall be paid
to his or her Beneficiary in a lump sum. However, if a Participant had met the requirements under paragraph (a) to receive installments and the value of the Vested Portion of his or her Accounts (disregarding his or her Rollover Account)
exceeds $5,000, his or her Beneficiary may elect to receive the Vested Portion of the Participant’s Accounts in installments as provided in Section 9.02(a)(i) above. In the event a Beneficiary who elected installments dies before all such
installments have been paid, the remaining balance in the Participant’s Account shall be paid in an immediate cash lump sum to said Beneficiary’s estate.
|
(a)
|
Except as otherwise provided in this Article, distribution of the Vested Portion of a Participant’s Accounts shall commence as soon as
administratively practicable following the later of (i) the Participant’s Termination of Employment or (ii) the 65th anniversary of the Participant’s date of birth (but not more than 60 days after the close of the Plan Year in which the later
of (i) or (ii) occurs).
|
(b)
|
In lieu of a distribution as described in paragraph (a) above, a Participant may, in accordance with such procedures as the Benefits Administration
Board shall prescribe,
|
(c)
|
In the event a Participant who terminates employment elects not to receive a distribution as described in paragraph (b), he or she may nevertheless
elect in accordance with such procedures as the Benefits Administration Board shall prescribe to have the distribution made or commence on any Valuation Date after his or her retirement or Termination of Employment and prior to the April 1
following the calendar year in which the Participant terminated employment or attained age seventy and one-half (70½). In the event a Participant fails to file a claim for benefits in accordance with the provisions of paragraph (a) or (b)
above, the Participant shall be deemed to have elected to defer distribution of his or her Accounts to as soon as administratively practicable following the date the Participant terminated employment or attained age seventy and one-half
(70½), if later; provided that in no event shall payment commence later than the April 1 following the calendar year in which the Participant terminated employment or attained age seventy and one-half (70½), if later.
|
(d)
|
In the case of the death of a Participant before his or her benefits commence, the Vested Portion of the Participant’s Account shall be distributed
to his or her Beneficiary within five (5) years of the death of the Participant, unless the Participant’s Beneficiary elected pursuant to the provisions of Section 9.02(b) to have the vested Portion of the Participant’s Account distributed in
installments over a period not extending beyond the life expectancy of the Beneficiary. Notwithstanding the foregoing, distribution of said installments must commence no later than one year after the date of the Participant’s death.
|
(a)
|
Notwithstanding any provision of the Plan to the contrary, if a Participant is a 5-percent owner (as defined in Section 416(i) of the Code),
distribution of the Participant’s Accounts shall begin no later than the April 1 following the calendar year in which he or she attains age 70½. No minimum distribution payments will be made to a Participant under the provisions of Section
401(a)(9) of the Code on or after January 1, 1998 if the Participant is not a 5-percent owner as defined above. However, if a Participant who is not a five percent owner (as defined in Section 416(i) of the Code) attains age 70½ prior to
January 1, 1999 and remains in service after the April 1 following the calendar year in which he or she attains age 70½, he or she may elect to have the provisions of paragraph (b) apply as if the Participant a five percent owner. Such
election shall be made in accordance with such administrative procedures the Benefits Administration Board shall prescribe.
|
(b)
|
In the event a Participant is required to begin receiving payments while in service under the provisions of paragraph (a) above, the Participant
may elect to receive payments while in service in accordance with option (i) or (ii), as follows:
|
(i)
|
A Participant may receive one lump sum payment on or before the Participant’s required beginning date equal to his or her entire Account balance
and annual lump sum payments thereafter of amounts accrued during each calendar year; or
|
(ii)
|
A Participant may receive annual payments of the minimum amount necessary to satisfy the minimum distribution requirements of Section 401(a)(9) of
the Code. With respect to distribution calendar years commencing on and after January 1, 2003, such minimum amount shall be the lesser of:
|
(A)
|
the quotient obtained by dividing the Participant's Accounts by the distribution period in the Uniform Lifetime Table set forth
in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as of the Participant's birthday in the distribution calendar year; or
|
(B)
|
if the Participant's sole designated beneficiary for the distribution calendar year is the Participant's spouse, the quotient obtained by dividing
the Participant's Accounts by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's and spouse's attained ages as of the Participant's and the spouse's
birthdays in the distribution calendar year.
|
(c)
|
For purposes of paragraph (b) above, the following definitions apply:
|
(i)
|
“Designated beneficiary” means the individual who is designated as the Beneficiary and is the designated beneficiary under Section 401(a)(9) of the
Code and Section 1.401(a)(9)-4, Q&A-1 of the Treasury regulations. In the event a trust is designated as the beneficiary of the Participant, the beneficiaries of the trust
|
(ii)
|
“Distribution calendar year” means a calendar year for which a minimum distribution is required. For a Participant who is a five percent (5%) owner
in active service, the first distribution calendar year is the calendar year in which the Participant attains age seventy and one-half (70½). For a Participant who is a non- five percent (5%) owner, the first distribution calendar year is the
later of the year in which the Participant attains age seventy and one-half (70½) or the year in which the Participant terminates employment.
|
(iii)
|
“Life expectancy” means life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.
|
(iv)
|
“Participant’s Accounts” means the balance of the Participant’s Accounts as of the last Valuation Date in the calendar year immediately preceding
the distribution calendar year (“valuation calendar year”) increased by the amount of contributions made and allocated or forfeitures allocated to the Participant’s Accounts as of dates in the valuation calendar year after such last Valuation
Date and decreased by distributions made in the valuation calendar year after such last Valuation Date. The Participant’s Accounts for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the
valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.
|
(a)
|
Elective Rollovers. Notwithstanding any provision of the Plan to the contrary that would otherwise limit a distributee’s election under this
Section, a distributee may elect, at the time and in the manner prescribed by the Benefits Administration Board, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the
distributee in a direct rollover.
|
(b)
|
Mandatory Rollovers. Notwithstanding any provision of the Plan to the contrary, effective March 28, 2005 if the Vested Portion of a Participant’s
Accounts (determined after any offset for a defaulted loan balance and disregarding the Participant’s Rollover Account) amounts to at least $1,001 but does not exceed $5,000 and if the Participant fails to make an affirmative election to
either receive the lump sum payment in cash or have it directly rolled over to an eligible retirement plan pursuant to the provisions of paragraph (a) within such election period as shall be prescribed by the Benefits Administration Board,
the Benefits Administration Board shall direct the Trustee to transfer such lump sum payment to an individual retirement plan (within the meaning of Section 7701(a)(37) of the Code) (“IRA”) selected by the Plan Asset Committee. The IRA shall
be maintained for the exclusive benefit of the Participant on whose behalf such transfer is made. The transfer shall occur as soon as practicable following the end of the election period. The funds in the IRA shall be invested in an
investment product designed to preserve principal and provide a reasonable rate of return, whether or not such return is guaranteed, consistent with liquidity,
|
(i)
|
enter into a written agreement with each IRA provider setting forth the terms and conditions applicable to the establishment and maintenance of the
IRAs in conformity with applicable law;
|
(ii)
|
furnish Participants with notice of the Plan’s automatic rollover provisions, including, but not limited to, a description of the nature of the
investment product in which the assets of the IRA will be invested and how the fees and expenses attendant to the IRA will be allocated, and a statement that a Participant may roll over the assets of the IRA to another eligible retirement
plan. Such notice shall be provided to Participants in such time and form as shall be prescribed by the Benefits Administration Board in accordance with applicable law; and
|
(iii)
|
fulfill such other requirements of the safe harbor contained in Department of Labor Regulation §2550.404a-2 and, if applicable, the conditions of
Department of Labor Prohibited Transaction Class Exemption 2004-16.
|
(c)
|
Definitions. The following definitions apply to the terms used in this Section 9.09:
|
(i)
|
“Eligible rollover distribution” means any distribution of all or any portion of the balance to the credit of the distributee, except that an
eligible rollover distribution does not include:
|
(A)
|
any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more;
|
(B)
|
any distribution to the extent such distribution is required under Section 401(a)(9) of the Code;
|
(C)
|
after-tax amounts from the Participant’s Accounts (determined without regard to the exclusion for net unrealized appreciation with respect to
employer securities) unless such amount is rolled over or transferred (i.e., directly rolled over) to an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in 408(b) of the Code,
or effective on or after January 1, 2008, a Roth individual retirement account described in Section 408A(b) of the Code; or transferred (i.e., directly rolled over) to:
|
(1)
|
a defined contribution plan qualified under Section 401(a) or 403(a) of the Code;
|
(2)
|
effective on and after January 1, 2007, any qualified plan described in Section 401(a) of the Code; or
|
(3)
|
effective on and after January 1, 2007, an annuity plan described in Section 403(b) of the Code;
|
(D)
|
effective on and after January 1, 2002, any in-service withdrawal that is made pursuant to the provisions of Section 7.05.
|
(ii)
|
“Eligible retirement plan” means any of the following types of plans that accept the distributee’s eligible rollover distribution:
|
(A)
|
a qualified plan described in Section 401(a) of the Code;
|
(B)
|
an annuity plan described in Section 403(a) of the Code;
|
(C)
|
an individual retirement account or individual retirement annuity described in Section 408(a) or 408(b) of the Code, respectively;
|
(D)
|
effective January 1, 2002, an annuity contract described in Section 403(b) of the Code;
|
(E)
|
effective January 1, 2002, an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or
any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan; and
|
(F)
|
a Roth IRA (as defined in Section 408A(b) of the Code.
|
(iii)
|
“Distributee” means an employee or former employee. In addition, solely for purposes of paragraph (a) above, the employee’s or
former employee’s surviving spouse and the employee’s or former employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order as defined in Section 414(p) of the Code are distributees with regard to
the interest of the spouse or former spouse; and
|
(iv)
|
“Direct rollover” means a payment by the Plan to the eligible retirement plan specified by the distributee.
|
(d)
|
Notwithstanding any provision of this Section to the contrary, effective as of January 1, 2007, a non-spouse Beneficiary of a deceased Participant
may elect, at the time and in the manner prescribed by the Benefits Administration Board, to directly roll over any portion of a distribution that would constitute an eligible rollover distribution if it were made to a Participant, surviving
spouse or alternate payee, provided such direct rollover is made to an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, or, effective for
distributions made on or after January 1, 2008, a Roth IRA described in Section 408A(b) of the Code that is established on behalf of the non-spouse Beneficiary and that will be treated as an inherited IRA pursuant to the provisions of
Sections 402(c)(11) and 408(d)(3)(C)(ii) of the
|
(i)
|
the Benefits Administration Board clearly informs the Participant that he or she has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and
|
(ii)
|
the Participant, after receiving the notice under Sections 411 and 417, affirmatively elects a distribution.
|
(i)
|
the Benefits Administration Board clearly informs the Participant that he or she has a period of at least 30 days after
receiving the notice to decide when to have his or her benefit begin, and if applicable, to choose a particular optional form of payment;
|
(ii)
|
the Participant affirmatively elects a date for benefits to begin, and if applicable, an optional form of payment, after receiving the notice;
|
(iii)
|
the Participant is permitted to revoke his or her election until the later of his or her Annuity Starting Date or seven days following the day he
or she received the notice;
|
(iv)
|
the Participant’s Annuity Starting Date is after the date the notice is provided; and
|
(v)
|
payment does not commence less than seven days following the day after the notice is received by the Participant.
|
(a)
|
the specific reasons for the denial;
|
(b)
|
specific references to pertinent Plan provisions on which the denial is based;
|
(c)
|
a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or
information is necessary; and
|
(d)
|
an explanation of the claim review procedure set forth this Section 10.15.
|
(a)
|
The claimant’s right to receive, upon request and free of charge, copies of all documents and records relevant to the claim,
including any guidelines, protocols, or similar criteria that was relied upon by the Review Panel;
|
(b)
|
If relevant, an explanation of any scientific or clinical judgment that was the basis of the determination; and
|
(c)
|
The following statement: “You and the Plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out
what may be available is to contact your local U.S. Department of Labor office.
|
(i)
|
has submitted a written application for benefits in accordance with paragraph (a), (ii) has been notified by the Company that
the application is denied, (iii) has filed a written request for a review of the application in accordance with paragraph (c) and (iv) has been notified in writing that the Benefits Administration Board has affirmed the denial of the
application; provided, however, that legal action may be brought after the Company or the Benefits Administration Board has failed to take any action on the claim within the time prescribed above.
|
10.18
|
Committee’s
Authority to Suspend Processing of Withdrawals, Loans and Distributions Notwithstanding any provision in Articles 7, 8 or 9 to the contrary (other than the payment of Required Minimum Distributions in accordance with Section 9.04),
the Benefits Administration Board shall have the authority to impose a suspension of the processing of pending and prospective withdrawals, loans and distributions from a Participant’s Accounts under the circumstances described in
administrative rules prescribed by the Benefits Administration Board in which there is an allegation of an unauthorized withdrawal, loan or distribution, pending the Benefits Administration Board investigation of such allegations.
|
(a)
|
If any company is or becomes a subsidiary of or associated with the Company, the Board of Directors or the Benefits
Administration Board may include the employees of that subsidiary or associated company in the membership of the Plan upon appropriate action by that company necessary to adopt the Plan. In that event, or if any persons become Employees of
the Company as the result of merger or consolidation or as the result of acquisition of all or part of the assets or business of another company, the Board of Directors or the Benefits Administration Board shall determine to what extent, if
any, previous service with the subsidiary, associated or other company shall be recognized under the Plan, but subject to the continued qualification of the trust for the Plan as tax-exempt under the Code.
|
(b)
|
Any subsidiary or associated company may terminate its participation in the Plan upon appropriate action by it. In that event
the funds of the Plan held on account of Participants in the employ of that company, and any unpaid balances of the Accounts of all Participants who have separated from the employ of that company, shall be determined by the Benefits
Administration Board. Those funds shall be distributed as provided in Section 12.04 if the Plan, as it separately pertains to that company, should be terminated, or shall be segregated by the Trustees as a separate trust, pursuant to
certification to the Trustees by the Benefits Administration Board, if the company is continuing the Plan as a separate plan for the employees of that company under which the board of directors of that company shall succeed to all the powers
and duties of the Board of Directors, including the appointment of the members of the Benefits Administration Board.
|
(a)
|
The Board of Directors may terminate the Plan or completely discontinue contributions under the Plan for any reason at any
time. In case of termination or partial termination of the Plan, or complete discontinuance of Company contributions to the Plan, the rights of affected Participants to their Accounts under the Plan as of the date of the termination or
discontinuance shall be nonforfeitable. In the event of the Plan’s termination, the total amount in each Participant’s Accounts shall be distributed to him or her if permitted by law or continued in trust for his or her benefit, as the
Benefits Administration Board shall direct.
|
(b)
|
Upon termination of the Plan, Pre-tax Contributions, with earnings thereon, shall only be distributed to Participants if (i) neither the Company
nor an Affiliated Company establishes or maintains a successor defined contribution plan, and (ii) payment is made to the Participants in the form of a lump sum distribution (as defined in Section 402(e)(4)(D) of
|
(a)
|
Except as required by any applicable law or by paragraph (c), no benefit under the Plan shall in any manner be anticipated, assigned or alienated,
and any attempt to do so shall be void. However, payment shall be made in accordance with the provisions of any judgment, decree, or order which:
|
(i)
|
creates for, or assigns to, a spouse, former spouse, child or other dependent of a Participant the right to receive all or a portion of the
Participant’s benefits under the Plan for the purpose of providing child support, alimony payments or marital property rights to that spouse, child or dependent,
|
(ii)
|
is made pursuant to a State domestic relations law,
|
(iii)
|
does not require the Plan to provide any type of benefit, or any option, not otherwise provided under the Plan, and
|
(iv)
|
otherwise meets the requirements of Section 206(d) of ERISA, as amended, as a “qualified domestic relations order”, as determined by the Benefits
Administration Board.
|
(b)
|
Notwithstanding anything herein to the contrary, if the amount payable to the alternate payee under the qualified domestic relations order is
$5,000 or less, such amount shall be paid in one lump sum as soon as practicable following the qualification of the order. If the amount exceeds $5,000, it may be paid as soon as practicable following the qualification of the order if the
qualified domestic relations order so provides and the alternate payee consents thereto; otherwise it may not be payable before the earliest of (i) the Participant’s termination of employment, (ii) the time such amount could be withdrawn
under Article 7 or (iii) the Participant’s attainment of age 50.
|
(c)
|
A Participant’s benefit under the Plan shall be offset or reduced by the amount the Participant is required to pay to the Plan
under the circumstances set forth in Section 401(a)(13)(C) of the Code.
|
(a)
|
If the Benefits Administration Board shall find that a Participant or other person entitled to a benefit is unable to care for his
or her affairs because of illness or accident or because he or she is a minor, the Benefits Administration Board may direct that any benefit due him or her, unless claim shall have been made for the benefit by a duly appointed legal
representative, be paid to his or her spouse, a child, a parent or other blood relative, or to a person with whom he or she resides. Any payment so made shall be a complete discharge of the liabilities of the Plan for that benefit.
|
(b)
|
Beneficiary’s Ability to Disclaim Interest in Plan
|
(a)
|
The following definitions apply to the terms used in this Section:
|
(i)
|
“applicable determination date” means the last day of the preceding Plan Year;
|
(ii)
|
“top-heavy ratio” means the ratio of (A) the value of the aggregate of the Accounts under the Plan for key employees to (B) the
value of the aggregate of the Accounts under the Plan for all key employees and non-key employees;
|
(iii)
|
'key employee' means any employee or former employee (including any deceased employee) who at any time during the Plan Year
that includes the determination date was an officer of the Company or Affiliated Company having Statutory Compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a
5 percent owner (as defined in Section 416(i)(1)(B)(i) of the Code) of the Company or Affiliated Company, or a 1 percent owner (as defined in Section 416(i)(1)(B)(ii) of the Code) of the Company or Affiliated Company having Statutory
Compensation of more than $150,000. The determination of who is a key employee will be made in accordance with Section 416(i) of the Code and the applicable regulations and other guidance of general applicability issued thereunder;
|
(iv)
|
“non-key employee” means any Employee who is not a key employee;
|
(v)
|
“applicable Valuation Date” means the Valuation Date coincident with or immediately preceding the last day of the preceding
Plan Year;
|
(vi)
|
“required aggregation group” means any other qualified plan(s) of the Company or an Affiliated Company (including plans that terminated within the
five-year period ending on the applicable determination date) in which there are participants who are key employees or which enable(s) the Plan to meet the requirements of Section 401(a)(4) or 410 of the Code; and
|
(vii)
|
“permissive aggregation group” means each plan in the required aggregation group and any other qualified plan(s) of the Company or an Affiliated
Company in which all members are non-key employees, if the resulting aggregation group continues to meet the requirements of Sections 401(a)(4) and 410 of the Code.
|
(b)
|
For purposes of this Section, the Plan shall be “top-heavy” with respect to any Plan Year if as of the applicable determination
date the top-heavy ratio exceeds 60 percent. The top-
|
(i)
|
the Accounts under the Plan will be combined with the account balances or the present value of accrued benefits under each other plan in the
required aggregation group and, in the Company's discretion, may be combined with the account balances or the present value of accrued benefits under any other qualified plan in the permissive aggregation group;
|
(ii)
|
the Accounts for an employee as of the applicable determination date shall be increased by the distributions made with respect to the employee
under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the one-year period (five-year period in the case of a distribution made for a reason other than severance from employment, death, or disability)
ending on the applicable determination date;
|
(iii)
|
distributions under any plan that terminated within the five-year period ending on the applicable determination date shall be taken into account if
such plan contained key employees and, therefore, would have been part of the required aggregation group; and
|
(iv)
|
if an individual has not performed services for the Company or an Affiliated Company at any time during the one-year period ending on the
applicable determination date, such individual's accounts and the present value of his or her accrued benefits shall not be taken into account.
|
(c)
|
The following provisions shall be applicable to Participants for any Plan Year with respect to which the Plan is top-heavy:
|
(i)
|
In lieu of the vesting requirements specified in Section 6.03, a Participant shall be vested in, and have a nonforfeitable right to, his or her
Company Contribution Account upon the completion of three Years of Service, provided that in no event shall the Vested Portion of a Participant’s Company Contribution Account be less than the percentage determined under Section 6.03.
|
(ii)
|
An additional Company contribution shall be allocated on behalf of each Participant (and each Employee eligible to become a Participant) who is a
non-key employee, and who has not separated from service as of the last day of the Plan Year, to the extent that the contributions made on his or her behalf under Section 3.03 for the Plan Year (and not needed to meet the contribution
percentage test set forth in Section 3.09) would otherwise be less than 3 percent of his or her remuneration. However, if the greatest percentage of remuneration contributed on behalf of a key employee under Sections 3.01 and 3.03 for the
Plan Year (disregarding any contributions made under Section 3.16 for the Plan Year) would be less than 3 percent, that lesser percentage shall be substituted for “3 percent” in the preceding sentence. Notwithstanding the foregoing provisions
of this sub- paragraph (ii), no minimum contribution shall be made under this Plan with respect to a Participant (or an Employee eligible to become a Participant) if the required minimum benefit under Section 416(c)(1) of the Code is provided
to him or her by any other qualified pension plan of the Company or an Affiliated Company. For the purposes of this subparagraph (ii), remuneration has the same meaning as set forth in Section 3.12(c). For purposes of determining whether the
Plan satisfies the minimum benefits requirements of Section 416(c) of the Code for Plan Years beginning after December 31, 2001, matching contributions shall be taken into
|
(d)
|
If the Plan is top-heavy with respect to a Plan Year and ceases to be top-heavy for a subsequent Plan Year, a Participant who has completed three
Years of Service on or before the last day of the most recent Plan Year for which the Plan was top-heavy shall continue to be vested in and have a nonforfeitable right to his or her Company Contribution Account.
|
(e)
|
The top-heavy requirements of Section 416 of the Code and Section 13.06 of the Plan shall not apply in any year beginning after December 31, 2001,
in which the Plan consists solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code are met.
|
(a)
|
The Plan shall be construed, regulated and administered under ERISA and the laws of the State of New York, except where ERISA controls.
|
(b)
|
The titles and headings of the Articles and Sections in this Plan are for convenience only.
|
14.01
|
The following provisions shall apply only to Participants who are Employees of Wilson Learning or Creative Interactive Media, Inc.:
|
(a)
|
The term “Compensation,” as used in the Plan, shall have the following meaning:
|
(b)
|
The Accounts of Participants under the Wilson Learning Corporation Savings and Investment Plan (“Wilson Plan”) shall be transferred to Accounts
under this Plan as follows:
|
Wilson Plan Accounts
|
Transferred To
|
Base Account
|
Employee Contribution Account
|
Matching Account
|
Company Contribution Account
|
(c)
|
Notwithstanding the provisions of Section 6.03, a Participant shall be vested in the amount transferred from the Matching
Account under the Wilson Plan to his Company Contribution Account to the extent he was vested under the Wilson Plan at the time of transfer or to the extent he would be vested under Section 6.02 (treating participating in the Wilson Plan as a
period of participation for purposes of determining Years of Participation), whichever is greater. Any amount, which is not vested pursuant to the preceding sentence, shall vest as provided in Section 6.02 (treating participation in the
Wilson Plan as a period of participation for purposes of determining Years of Participation).
|
1.
|
For the purpose of determining when an Employee shall become a Participant in accordance with the provisions of Section 2.01 of
the Plan, and for purposes of determining a Participant’s Years of Service for vesting purposes under Section 6.03(a) of the Plan, each of the following periods of service shall be recognized:
|
(a)
|
in the case of an individual who became an Employee of the Company or any Affiliated Company on January 1, 2002 and who immediately prior to said
date was an employee of Hungry Minds, Inc. (“HMI”),
|
(i)
|
any period of employment with HMI or any of its affiliated companies rendered prior to January 1, 2002; or
|
(ii)
|
any period of employment rendered immediately prior to the date such individual became an employee of HMI, which was recognized for participation
and vesting purposes under the Hungry Minds, Inc. 401(k), Profit Sharing, and Employee Stock Ownership Plan as in effect on December 31, 2001.
|
(b)
|
any period of employment with Blackwell Publishing Inc. (“Blackwell”) rendered for participation and vesting purposes under the Blackwell
Publishing, Inc. Savings & Retirement Plan as in effect on February 5, 2007.
|
(c)
|
any period of employment with ISUP rendered prior to February 5, 2007 which was recognized for participation and vesting
purposes under the ISUP, Inc. 401(k) Retirement Savings Plan as in effect on February 5, 2007;
|
(d)
|
effective as of May 1, 2012, in the case of an individual who became an Employee of the Company or any Affiliated Company on
May 1, 2012 and who immediately prior to said date was an employee of Harlan Davidson Inc. (“HDI”), any period of employment with HDI prior to May 1, 2012 to the extent such employment would have been recognized for
|
(e)
|
effective as of February 16, 2012, in the case of an individual who became an employee of the Company or any Affiliated
Company as a result of the acquisition of Inscape Publishing, Inc. (“IPI”), by the Company on February 16, 2012 and who immediately prior to said date was an employee of IPI, any period of employment as an employee of IPI rendered prior to
February 16, 2012 to the extent such employment would have been recognized for participation and vesting purposes under the Plan had it been rendered as an employee of the Company;
|
(f)
|
effective as of October 25, 2012, in the case of an individual who became an employee of the Company or any Affiliated Company
as a result of the acquisition of Deltak edu, LLC. (“Deltak”) by the Company on October 25, 2012 and who immediately prior to said date was an employee of Deltak, any period of employment as an employee of Deltak rendered prior to October 25,
2012 to the extent such employment would have been recognized for participation and vesting purposes under the Plan had it been rendered as an employee of the Company;
|
(g)
|
effective as of November 1, 2012, in the case of an individual who became an employee of the Company or any Affiliated Company
as a result of the acquisition of Efficient Learning Systems, Inc. (“ELS”) by the Company on November 1, 2012 and who immediately prior to said date was an employee of ELS, any period of employment with ELS prior to November 1, 2012 to the
extent such employment would have been recognized for participation and vesting purposes under the Plan had it been rendered as an employee of the Company;
|
(h)
|
notwithstanding the foregoing, with respect to a Participant who had his or her account balances under the Deltak edu 401(k)
Retirement Plan (the “Deltak Plan”) transferred to the Plan (“Deltak Participant”), effective as of April 2, 2013 or as soon as practicable thereafter (the “Merger Date”), Years of Service for such Deltak Participant shall be equal to: (i)
the
|
(i)
|
notwithstanding the foregoing, with respect to a Participant who had his or her account balances under the Inscape Publishing, Inc. Savings and
Retirement Plan (the “IPI Plan”) transferred to the Plan (“IPI Participant”), effective as of April 10, 2013 or as soon practicable thereafter (the “IPI Merger Date”), Years of Service for such IPI Participant shall be equal to: (i) the
number of years credited to him or her under the terms of the IPI Plan for the period of such prior employment ending on December 31, 2012 or the date on which such prior employment terminated, plus (ii) the greater of (1) the service
credited to him or her, if any, on the basis of the “1,000 hour rule” for the portion of the calendar year ending on the IPI Merger Date or the date on which his or her employment terminated, or
|
(j)
|
notwithstanding the foregoing, with respect to a Participant who had his or her account balances under the Efficient Learning Systems, Inc.
Retirement Trust (the “ELS Plan”) transferred to the Plan (“ELS Participant”), effective as of May 10, 2013 or as soon as practicable thereafter (the “Merger Date”), Years of Service for such ELS Participant shall be equal to: (i) the number
of years credited to him or her under the terms of the ELS Plan for the period of such prior employment ending on December 31, 2012 or the date on which such prior employment terminated, plus (ii) the greater of (1) the service credited to
him or her, if any, on the basis of the “1,000 hour rule” for the portion of the
|
2.
|
The following special rules shall apply to the portion of the Plan accounts transferred to this Plan from another qualified Plan:
|
(a)
|
With respect to an IPI Participant (as defined in item 1(i) above), in lieu of the vesting schedule set forth in Section
6.03(a), the discretionary matching contributions and discretionary profit-sharing contributions transferred from the IPI Plan to the Plan shall vest in accordance with the following schedule:
|
Years of Service
|
Vested Percentage
|
Less than 1 year
|
0%
|
1 but less than 2 years
|
25%
|
2 but less than 3 years
|
50%
|
3 but less than 4 years
|
75%
|
4 or more years
|
100%
|
1.08
|
of the Plan is amended to read as follows:
|
(a)
|
If no Beneficiary designation is in effect at the Participant’s death, or if no person, persons or entity so designated survives the Participant,
the Participant’s surviving spouse, if any, shall be deemed to be the Beneficiary; otherwise the Beneficiary shall be the estate of the Participant.
|
(b)
|
Unless the Participant has indicated otherwise on the beneficiary designation, any designation of a beneficiary identified
as Participant’s spouse shall be deemed revoked by the divorce of the Participant and such Beneficiary. Such revocation shall be effective upon receipt of acceptable documentary evidence of divorce, delivered after the Participant’s death
to the Plan’s recordkeeper and/or the Company. The Plan’s Recordkeeper and/or the Company shall not be liable for any payment or transfer made to a Beneficiary in the absence of such documentation. Notwithstanding anything to the contrary
in this section, any domestic relations order submitted to and qualified by either the Plan’s Recordkeeper and/or the Company at any time prior to the final transfer and/or payment of the Participant’s Accounts shall be deemed to constitute
such acceptable documentary evidence of divorce.
|
(c)
|
To be entitled to receive any undistributed amounts credited to the Accounts at the Participant’s death, any person or persons designated as a
Beneficiary must be alive and any entity designated as a Beneficiary must be in existence at the time of the Participant’s death. In the event that the order of the deaths of the Participant and any primary Beneficiary cannot be determined
or have occurred within 120 hours of each other, the Participant shall be deemed to have survived.
|
(d)
|
In the event that the death of the Participant or any Beneficiary is the result of a criminal act involving any other
Beneficiary, a person convicted of such criminal act shall not be entitled to receive any undistributed amounts credited to the Accounts.
|
(e)
|
As long as a Beneficiary remains a minor, any inherited Account opened for such Beneficiary shall be controlled by such person(s) demonstrated to
the Company’s satisfaction to be authorized to act on behalf of the minor. The minor’s representative may be the court-appointed guardian or conservator or a person named to serve as the minor’s representative in the Participant’s last will
and testament admitted to probate
|
(a)
|
Contributions to the Plan shall be invested by the Trustee as directed by the Participant in accordance with the provisions
of this Article 4 (or beneficiary in the event of the death of a Participant) in one or more of the following Investment Funds:
|
(i)
|
the Company Stock Fund or
|
(ii)
|
one or more other Investment Funds, as authorized by the Plan Asset Committee (prior to March 11, 1999, the Benefits
Administration Board) which from time to time may include such equity funds, international equity
|
(iii)
|
Effective February 1, 2019, Participants will no longer be permitted to contribute to or reallocate funds to the Company Stock Fund. Effective
July 31, 2019, no Plan assets shall be invested in the Company Stock Fund.”
|
(A)
|
expenses for (or necessary to obtain) medical care that would be deductible under Section 213(d) of the Code (determined without regard to
whether the expenses exceed 7.5 percent of adjusted gross income);
|
(B)
|
costs directly related to the purchase of a principal residence of the Participant (excluding mortgage payments);
|
(C)
|
payment of tuition and related educational fees, and room and board expenses, for the next 12 months of post-secondary education of the
Participant, his or her spouse, children or dependents (as defined in Section 152 of the Code and determined without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code);
|
(D)
|
effective as of January 1, 2006, payment of amounts necessary to prevent eviction of the Participant from his or her principal residence or to
avoid foreclosure on the mortgage of his or her principal residence;
|
(E)
|
effective as of January 1, 2006, payments for burial or funeral expenses for the Participant’s deceased parent, spouse,
children or dependents (as defined in Section 152 of the Code and without regard to Section 152(d)(1)(B) of the Code); and
|
(F)
|
effective January 1, 2006, expenses for the repair of damages to the Participant’s principal residence that would qualify for the casualty
|
10.01
|
of the Plan is amended by inserting the following after the first paragraph:
|
10.02
|
of the Plan is amended by inserting the following after the first paragraph:
|
Page 5
|
(a)
|
If any company (or a division thereof) is or becomes a subsidiary of or similarly associated
with the Company, the Board of Directors may include the employees of that subsidiary or associated company in the membership of the Plan upon appropriate action by that company necessary to adopt the Plan. In that event, or if any
persons become Employees of the Company as the result of merger or consolidation or as the result of acquisition of all or part of the assets or business of another company that does not adopt the Plan, the Board of Directors or the
members of the Benefits Administration Board in their settlor capacities, shall determine to what extent, if any, previous service as an employee of such other entity shall be recognized under the Plan if such persons become participants
in the Plan, in accordance with the terms of the applicable asset or stock purchase agreement and this Plan but subject to the continued qualification of the trust for
the Plan as tax-exempt under the Code, and amend the Plan accordingly.
|
(b)
|
Any subsidiary or associated company may terminate its participation in the Plan upon appropriate action by it. In that
event the funds of the Plan held on account of Participants in the employ of that subsidiary or associated company, and any unpaid balances of the Accounts of all Participants who have separated from the employ of that subsidiary or
associated company, shall be determined by the Benefits Administration Board. Those funds shall be distributed as provided in Section 12.04 if the Plan, as it separately pertains to that subsidiary or associated company, should be
terminated, or shall be segregated by the Trustees as a separate trust, pursuant to certification to the Trustees by the Benefits Administration Board, if the Plan is continuing as a separate plan for the employees of that subsidiary or
associated company, in which event the board of directors of that subsidiary or associated company shall succeed to all the powers and duties of the Board of Directors, including the appointment of the members of such plan's benefits
administration board."
|
|
“(c) |
Effective beginning January 1, 2020, Basic Retirement Contributions will no longer be made to the Plan.”
|
Page 3
|
•
|
Deferred Cash Contributions can be pre-tax contributions or Roth contributions
|
•
|
The provision of The Learning House Plan that permits in-service withdrawal of after-tax contributions will be preserved to the extent permitted
and required under the Internal Revenue Code (the “Code”)
|
•
|
Qualified Reservist Distributions will be an additional distribution option
|
•
|
Partial withdrawals will be available to participants following termination of employment
|
|
“(f) |
Roth Contributions
|
|
“(e) |
Notwithstanding the foregoing, Employee Contributions that are attributable to after-tax contributions that were transferred from The Learning House Inc. Retirement
Trust to the Plan on September 1, 2020 and earning thereon, shall treated as provided in Appendix A Section 1(l).”
|
|
“(iii) |
Effective September 1, 2020, payments made in partial withdrawals from the Participant’s Accounts at any time, subject to the requirements of Section 401(a)(9) of the
Code.”
|
SUBSIDIARIES OF JOHN WILEY & SONS, INC. (1)
|
|
As of April 30, 2021
|
|
Jurisdiction In Which Incorporated
|
|
Wiley edu, LLC
|
Delaware
|
Wiley Periodicals LLC
|
Delaware
|
Inscape Publishing LLC
|
Delaware
|
Atypon Systems LLC
|
Delaware
|
Profiles International, LLC
|
Texas
|
PIIEU Ltd
|
United Kingdom
|
Zyante Inc.
|
Delaware
|
John Wiley & Sons Canada Ltd
|
Canada
|
Consultants M Trois Inc
|
Canada
|
Wiley Publishing LLC
|
Delaware
|
Wiley India Private Ltd.
|
India
|
Wiley APAC Services LLP
|
India
|
WWL LLC
|
Delaware
|
Wiley Global Technology (Private) Limited
|
Sri Lanka
|
John Wiley & Sons Rus LLC
|
Russia
|
Wiley International LLC
|
Delaware
|
John Wiley & Sons (HK) Limited
|
Hong Kong
|
Wiley HK2 Limited
|
Hong Kong
|
Wiley Europe Investment Holdings, Ltd.
|
United Kingdom
|
Wiley Europe Ltd.
|
United Kingdom
|
Wiley Heyden Ltd.
|
United Kingdom
|
John Wiley & Sons, Ltd.
|
United Kingdom
|
E-Learning SAS
|
France
|
mThree Corporate Consulting Limited
|
United States
|
mThree Corporate Consulting Limited
|
United Kingdom
|
Atypon Systems Ltd UK
|
United Kingdom
|
John Wiley & Sons Singapore Pte. Ltd.
|
Singapore
|
John Wiley & Sons Commercial Service (Beijing) Co., Ltd.
|
China
|
Madgex Holdings Ltd
|
United Kingdom
|
Hindawi Limited
|
United Kingdom
|
Blackwell Science (Overseas Holdings)
|
United Kingdom
|
Wiley-VCH GmbH
|
Germany
|
Wiley Fachverlag GmbH
|
Germany
|
Wiley-VHCA AG
|
Switzerland
|
John Wiley & Sons A/S
|
Denmark
|
Wiley Publishing Japan KK
|
Japan
|
Wiley Publishing Australia Pty Ltd.
|
Australia
|
John Wiley and Sons Australia, Ltd.
|
Australia
|
J Wiley Ltd.
|
United Kingdom
|
CrossKnowledge Group Limited
|
United Kingdom
|
(1)
|
The names of other subsidiaries that would not constitute a significant subsidiary in the aggregate have been omitted.
|
1. |
I have reviewed this annual report on Form 10-K of John Wiley & Sons, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected or is reasonably likely to materially affect the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
/s/ Brian A. Napack
|
||
Brian A. Napack
|
|||
President and Chief Executive Officer
|
|||
Dated: July 6, 2021
|
1. |
I have reviewed this annual report on Form 10-K of John Wiley & Sons, Inc.;
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c. |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d. |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a. |
All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting
|
By:
|
/s/ John A. Kritzmacher
|
||
John A. Kritzmacher
|
|||
Executive Vice President and Chief Financial Officer
|
|||
Dated: July 6, 2021
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ Brian A. Napack
|
||
Brian A. Napack
|
|||
President and Chief Executive Officer
|
|||
Dated: July 6, 2021
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
By:
|
/s/ John A. Kritzmacher
|
||
John A. Kritzmacher
|
|||
Executive Vice President and Chief Financial Officer
|
|||
Dated: July 6, 2021
|