300,000,000 CREDIT AGREEMENT dated as ofCredit Agreement • September 24th, 2001 • Wiley John & Sons Inc • Books: publishing or publishing & printing • New York
among JOHN WILEY & SONS, INC., JOHN WILEY & SONS LIMITED, and JOHN WILEY & SONS, GmbH, as Borrowers,Credit Agreement • February 8th, 2007 • Wiley John & Sons Inc • Books: publishing or publishing & printing • New York
betweenStock Purchase Agreement • May 26th, 1999 • Wiley John & Sons Inc • Books: publishing or publishing & printing • New York
CONFORMED COPY $175,000,000 CREDIT AGREEMENT dated as of November 15, 1996 among John Wiley & Sons, Inc., The Banks From Time to Time Parties Hereto and Morgan Guaranty Trust Company of New York, as Agent J.P. Morgan Securities Inc., Arranger TABLE OF...Credit Agreement • December 12th, 1996 • Wiley John & Sons Inc • Books: publishing or publishing & printing • New York
OF HUNGRY MINDS, INC. AT $6.09 NET PER SHARE BY HMI ACQUISITION CORP. A DIRECT OR INDIRECT WHOLLY OWNED SUBSIDIARY OF JOHN WILEY & SONS, INC.Offer to Purchase • August 20th, 2001 • Wiley John & Sons Inc • Books: publishing or publishing & printing
Exhibit 4 JOINT FILING AGREEMENTJoint Filing Agreement • August 21st, 2001 • Wiley John & Sons Inc • Books: publishing or publishing & printing
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the Class A Common Stock, par value $0.001 per share, of Hungry Minds, Inc. is being filed on behalf of each of the undersigned under the Securities Exchange Act of 1934, as amended. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 30, 2019 among JOHN WILEY & SONS, INC., JOHN WILEY & SONS LIMITED, JOHN WILEY & SONS GmbH, J. WILEY LIMITED, WILEY-VCH VERLAG GmbH & CO. KGaA, WILEY EUROPE INVESTMENT HOLDINGS LIMITED and...Credit Agreement • June 5th, 2019 • Wiley John & Sons, Inc. • Books: publishing or publishing & printing • New York
SENIOR EXECUTIVE EMPLOYMENT AGREEMENT AGREEMENT made as of the 8th day of January, 1998, by and between John Wiley & Sons, Inc., a New York corporation, with offices at 605 Third Avenue, New York, New York 10158 (hereinafter referred to as the...Senior Executive Employment Agreement • July 10th, 1998 • Wiley John & Sons Inc • Books: publishing or publishing & printing • New York
January 16, 1997 Richard S. Rudick, Esq. 125 East 63rd Street New York, N.Y. 10021 Dear Dick: This letter, when signed by both of us, will confirm our understanding as follows regarding certain matters relating to your employment. Your employment as a...Employment Agreement • July 1st, 1997 • Wiley John & Sons Inc • Books: publishing or publishing & printing
This letter, when signed by both of us, will confirm our understanding as follows regarding certain matters relating to your employment.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 2, 2011 among JOHN WILEY & SONS, INC., JOHN WILEY & SONS LIMITED and JOHN WILEY & SONS, GmbH, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer,...Credit Agreement • December 12th, 2011 • Wiley John & Sons, Inc. • Books: publishing or publishing & printing • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of November 2, 2011, among JOHN WILEY & SONS, INC., a New York corporation (the “Company”), JOHN WILEY & SONS LIMITED, a company incorporated under the laws of England and Wales (“Wiley UK”), JOHN WILEY & SONS, GmbH, a limited liability company organized under the laws of Germany (“Wiley Germany”), and certain Subsidiaries of the Company that may from time to time become party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
BETWEENAsset Purchase Agreement • May 10th, 1999 • Wiley John & Sons Inc • Books: publishing or publishing & printing • New York
betweenAsset Purchase Agreement • May 10th, 1999 • Wiley John & Sons Inc • Books: publishing or publishing & printing • New York
EMPLOYMENT AGREEMENTEmployment Agreement • June 26th, 2015 • Wiley John & Sons, Inc. • Books: publishing or publishing & printing • New York
EMPLOYMENT AGREEMENT (this “Agreement”), is entered into as of the 1st day of November 2011, by and between John Wiley & Sons, Inc., a New York corporation, with offices at 111 River Street, Hoboken, New Jersey 07030 (hereinafter referred to as the “Company”), and Joseph S. Heider presently residing at xxxxxxxxxxxx (hereinafter referred to as “Executive”).
RESTRICTED SHARE UNIT GRANT AGREEMENT UNDER THE EXECUTIVE LONG-TERM INCENTIVE PLAN, PURSUANT TO THE 2022 OMNIBUS STOCK PLAN AND LONG-TERM INCENTIVE PLANRestricted Share Unit Grant Agreement • December 7th, 2023 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing
To recognize and reward your contribution toward the long-term success of John Wiley & Sons, Inc. (Company), you have been granted this restricted share unit award (Award) under the Executive Long-Term Incentive Plan or the Business Officer Equity Program (together herein defined as Program), pursuant to the Company’s 2022 Omnibus Stock Plan and Long-Term Incentive Plan (Plan). The Award represents the right to receive shares of the Company’s Class A Common Stock (Shares) that are subject to the vesting conditions set forth in this agreement (Agreement).
PERFORMANCE SHARE UNIT GRANT AGREEMENT UNDER THE EXECUTIVE LONG-TERM INCENTIVE PLAN, UNDER THE BUSINESS OFFICER EQUITY PROGRAM PURSUANT TO THE 2022 OMNIBUS STOCK PLAN AND LONG-TERM INCENTIVE PLANPerformance Share Unit Grant Agreement • December 7th, 2023 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing
To recognize and reward your contribution toward the long-term success of John Wiley & Sons, Inc. (Wiley or Company), you have been granted this performance share unit award (Award) under the Executive Long-Term Incentive Plan or the Business Officer Equity Program (together herein defined as Program), pursuant to the Company’s 2022 Omnibus Stock Plan and Long-Term Incentive Plan (Plan). The Award represents the right to receive shares of the Company’s Class A Common Stock (Shares) that are subject to achievement of the performance criteria and of the vesting conditions set forth in this agreement (Agreement).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2011 • Wiley John & Sons, Inc. • Books: publishing or publishing & printing • New York
EMPLOYMENT AGREEMENT (this “Agreement”), initially entered into as of the 15th day of March, 2004 by and between John Wiley & Sons, Inc., a New York corporation, with offices at 111 River Street, Hoboken, New Jersey 07030 (hereinafter referred to as the “Company”), and Gary Rinck presently residing at 111 River Street, Hoboken NJ 07030 (hereinafter referred to as “Executive”), is hereby amended and restated this 1st day of December, 2008.
OFOffer to Purchase • August 20th, 2001 • Wiley John & Sons Inc • Books: publishing or publishing & printing
THIRD AMENDMENT TO LEASELease • September 9th, 2014 • Wiley John & Sons, Inc. • Books: publishing or publishing & printing • New Jersey
This Third Amendment to Lease (this “Third Amendment”) is entered into as of July 14, 2014 (the “Execution Date”), by and between HUB PROPERTIES TRUST, a Maryland real estate investment trust, successor-in-interest to Waterfront Corporate Center Realty Corporation, the successor-in-interest to Block A South Waterfront Development L.L.C. (“Landlord”), and JOHN WILEY & SONS, INC., a New York corporation (“Tenant”).
ContractSeparation and Release Agreement • March 8th, 2024 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing • New York
MEMBERSHIP INTEREST AND ASSET PURCHASE AGREEMENT by and among EDUCATION SERVICES UPPER HOLDINGS CORP. ACADEMIC PARTNERSHIPS, LLC, and JOHN WILEY & SONS, INC. ___________________________ Dated as of November 13, 2023 ___________________________Membership Interest and Asset Purchase Agreement • November 14th, 2023 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing • Delaware
PURSUANT TO THE 2014 KEY EMPLOYEE STOCK PLANNon-Qualified Premium Stock Option Grant Agreement • September 3rd, 2021 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing
To recognize and reward your contribution toward the long-term success of John Wiley & Sons, Inc. (Company), and in consideration of the services to be rendered by you to the Company, you have been granted this extraordinary non-qualified premium stock option award (Option), pursuant to the Company’s 2014 Key Employee Stock Plan (Plan). The Option represents the right for you to purchase from the Company shares of the Company’s $1 par value Class A Common Stock (Shares) at the Grant Price noted below, subject to the vesting conditions set forth in this agreement (Agreement). The Option is intended to be a non-qualified Stock Option and not an incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code.
NON-QUALIFIED PREMIUM STOCK OPTION GRANT AGREEMENT PURSUANT TO THE 2022 OMNIBUS STOCK PLAN AND LONG-TERM INCENTIVE PLANNon-Qualified Stock Option Grant Agreement • December 7th, 2023 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing
To recognize and reward your contribution toward the long-term success of John Wiley & Sons, Inc. (Company), and in consideration of the services to be rendered by you to the Company, you have been granted this extraordinary non-qualified premium stock option award (Option), pursuant to the Company’s 2022 Omnibus Stock Plan and Long-Term Incentive Plan (Plan). The Option represents the right for you to purchase from the Company shares of the Company’s $1 par value Class A Common Stock (Shares) at the Grant Price noted below, subject to the vesting conditions set forth in this agreement (Agreement). The Option is intended to be a non-qualified Stock Option and not an incentive Stock Option within the meaning of Section 422 of the Internal Revenue Code.
Addendum to EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2017 • Wiley John & Sons, Inc. • Books: publishing or publishing & printing
This addendum replaces the terms and conditions for all items in Clause 9 of John Kritzmacher' s Employee Agreement with John Wiley & Sons, Inc., dated 20th May 2013.
Transition and Consulting AgreementTransition and Consulting Agreement • June 17th, 2021 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing • New York
Effective as of July 1, 2021 (the “Effective Date”), John Wiley & Sons, Inc. (“Wiley”) and The Kissner Group LLC (“Kissner” or “you”) have agreed to enter into this Transition and Consulting Agreement (“Transition Agreement”), setting forth the terms and conditions under which Kissner shall provide certain post-employment transition and consulting services that are described below (the “Services”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • June 17th, 2021 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing • New York
This Separation and Release Agreement (“Agreement”) is made this 9th day of June 2021 between John Wiley & Sons (“Company”), on behalf of itself and its predecessors, parents, successors, divisions, assigns, affiliates and subsidiaries and you, Matthew Kissner, your heirs, executors, administrators, successors and assigns (“You” or “Employee”).
ContractSeparation and Release Agreement • March 8th, 2024 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing • New York
Execution Version STOCK AND ASSET PURCHASE AGREEMENT dated as of January 8, 2024 by and between JOHN WILEY & SONS, INC. and INSPIRIT VULCAN BIDCO LIMITEDStock and Asset Purchase Agreement • January 9th, 2024 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing • New York
DIRECTOR RESTRICTED SHARE UNIT GRANT AGREEMENT PURSUANT TO THE 2022 OMNIBUS STOCK PLANRestricted Share Unit Grant Agreement • December 9th, 2022 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing
You have been granted this restricted share unit award (Award) pursuant to the Company’s 2022 Omnibus Stock and Long-Term Incentive Plan (Plan) as part of your Director compensation. The Award represents the right to receive shares of the Company’s Class A Common Stock (Shares) that are subject to the vesting conditions set forth in this agreement (Agreement).
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 23rd, 2021 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing • New York
This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 15, 2021 (this “Amendment”), is by and among JOHN WILEY & SONS, INC., a New York corporation (the “Company”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • September 7th, 2017 • Wiley John & Sons, Inc. • Books: publishing or publishing & printing • New York
This Separation and Release Agreement ("Agreement") is made effective the 9th day of June 2017 between John Wiley and Sons, Inc. or its subsidiaries as applicable, (the "Company") and you, Mark Allin. When signed by you, this Agreement will confirm the terms of your separation from Wiley due to a termination without cause and will constitute a release of all claims. Subject to all of the terms of this Agreement, you will receive the following separation package.
DIRECTOR RESTRICTED SHARE UNIT GRANT AGREEMENT PURSUANT TO THE 2022 OMNIBUS STOCK PLAN TO: <<<PARTICIPANT>>> You have been granted this Restricted Share Unit Award (“Award”) pursuant to the John Wiley & Sons, Inc. (the “Company”) 2022 Omnibus Stock...Restricted Share Unit Grant Agreement • December 6th, 2024 • John Wiley & Sons, Inc. • Books: publishing or publishing & printing
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • January 14th, 2005 • Wiley John & Sons Inc • Books: publishing or publishing & printing • New York
This Stock Repurchase Agreement (together with all Schedules hereto, the "Agreement") is entered into as of the 13th day of January 2005, by and between John Wiley & Sons, Inc., a New York corporation (the "Company"), and the several shareholders named as Sellers on the signature pages hereto (collectively, the "Sellers"). The Company and the Sellers are sometimes hereinafter referred to each individually as a "Party" and collectively as the "Parties."
