Exhibit 10.8
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JOHN WILEY & SONS, INC.
1990 DIRECTOR STOCK PLAN
AS AMENDED AND RESTATED AS OF JUNE 22, 1995
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1. Purposes. The purposes of the 1990 Director Stock Plan
as Amended and Restated as of June 22, 1995 (the "Plan") are
to (a) attract and retain highly qualified individuals to
serve as directors of John Wiley & Sons, Inc. (the "Company")
and (b) to increase the Non-Employee Directors' (as defined
below) stock ownership in the Company.
2. Effective Date. The Plan shall be amended and restated
effective as of June 22, 1995, subject to the approval of the
shareholders of the Company.
3. Participation. Only Non-Employee Directors shall be
eligible to participate in the Plan. A "Non-Employee
Director" is a person who is serving as a director of the
Company and who is not an employee of the Company or any
subsidiary of the Company.
4. Fifty Percent Grant. The date of each Annual Meeting of
company shareholders (each an "Annual Meeting") is herein
called a "Measurement Date." Commencing with the annual
meeting held in September 1991, as soon as practicable after
every Annual Meeting, each Non-Employee Director shall receive
shares of the company's Class A common stock ("Stock"),
rounded upward or downward to the nearest whole share, equal
in value to 50 percent of the cash compensation which such Non-
Employee Director has received (or would have received but for
an election pursuant to Section 5 hereof) from the Company for
services as a Non-Employee Director in respect of the period
beginning on the day immediately following the Annual Meeting
in the preceding year and ending with the date of the just
concluded Annual Meeting (the latter being the applicable
Measurement Date). The value of the Stock for purposes of
this paragraph shall be determined as of the applicable
Measurement Date and shall be equal to the closing price for
the Stock as reported by any exchange on which the Stock may
be listed on such date or, if no shares of the Stock were
traded on such date, on the next preceding date on which the
Stock was so traded.
5. Election to Receive Stock in Lieu of Eligible Cash Fees.
Subject to the terms and conditions of the Plan, each Non-
Employee Director may elect to forego all or a portion of the
cash compensation otherwise payable for services to be
rendered by such Non-Employee Director during the Director
Year (as defined below) which begins after the date on which
such election is made, in increments of 25%, 50%, 75% or 100%
of such compensation, and to receive in lieu thereof whole
shares of Stock (rounded upward or downward to the nearest
whole share), as determined in accordance with Section 7
hereof. A "Director Year" is the twelve-month period
beginning on April 1 of each calendar year and ending on March
31 of the immediately following calendar year. An election
under this Section 5 to have cash compensation paid in shares
of Stock shall be valid only if it is in writing, signed by
the Non-Employee Director, and filed with the Corporate
Secretary of the Company but, in any event, such election must
be irrevocable with respect to the Director Year to which it
applies and must be made no later than six months prior to the
beginning of such Director Year. Stock to be received by a
Non-Employee Director pursuant to his or her election shall be
distributed to such Non-Employee Director at the end of each
calendar quarter.
6. Cash Compensation. For purposes of this Plan, cash
compensation shall mean the Non-Employee Director's annual
retainer, the additional retainer received by committee
chairmen and the Non-Employee Director's fee for attendance at
meetings of the Board of Directors of the Company (the
"Board") or of Board committees, but shall not include a Non-
Employee Director's expense reimbursements.
7. Equivalent Amount of Stock. The number of whole shares
of Stock to be distributed to a Non-Employee Director in
accordance with such Non-Employee Director's election made
under Section 5 above shall be equal to:
(a) the amount of the cash compensation which the Non-
Employee Director has elected to forego in exchange for shares
of Stock, divided by
(b) the closing price for the Stock as reported by any
exchange on which the Stock may be listed on the date of the
regularly scheduled quarterly meeting of the Board of
Directors or, if no shares of Stock were traded on such date,
on the next preceding date on which the Stock was traded.
8. Shares Subject To The Plan. All shares of Stock to be
used for purposes of this Plan shall be treasury shares, that
is, shares previously issued and outstanding which have been
reacquired by the Company and have not been canceled. The
shares of Stock issued to a Non-Employee Director pursuant to
the provisions of this Plan may not be sold for at least six
months after having been acquired, except in the case of death
or disability of the Non-Employee Director.
9. Nonassignability. No rights under the Plan shall be
assignable or transferable by a Non-Employee Director other
than by will or the laws of descent and distribution.
10. Construction; Amendment; Termination. This Plan shall be
construed in accordance with the laws of the State of New York
and may be amended or terminated at any time by action of the
Board, provided, however, that the Plan may not be amended
more than once every six months other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended,
or the rules thereunder.