WM. WRIGLEY JR. COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENT
Exhibit - 10.1
WM. WRIGLEY JR. COMPANY
RESTRICTED STOCK UNIT AWARD AGREEMENT
RESTRICTED STOCK UNIT AWARD AGREEMENT
Wm. Wrigley Jr. Company, a Delaware corporation (the “Company”), hereby grants to [___] (the
“Holder”) as of May ___, 2008 (the “Grant Date”), pursuant to the provisions of the Company’s 2007
Management Incentive Plan, as amended (the “Plan”), the Restricted Stock Program maintained under
the Plan (the “Program”), and this Restricted Stock Unit Award Agreement (this “Agreement”) a
Restricted Stock Unit Award (the “Award”) with respect to [___] shares of the Company’s Common
Stock, without par value (“Stock”), upon and subject to the restrictions, terms and conditions set
forth below and in the Plan and the Program. Capitalized terms not defined herein shall have the
meanings specified in the Plan or the Program.
1. Award Subject to Acceptance of Agreement. The Award shall be null and void unless the
Holder shall accept this Agreement by executing this Agreement in the space provided below and
returning it to the Company’s Global Rewards Department at 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx,
Xxxxxxxx 00000 within 30 days after the Grant Date.
2. Rights as a Stockholder. The Holder shall not be entitled to any privileges of
ownership with respect to the shares of Stock subject to the Award, including dividends or dividend
equivalents, unless and until, and only to the extent, such shares become vested pursuant to
Section 3 hereof and the Holder becomes a stockholder of record with respect to such shares.
3. Vesting of Shares Subject to Award.
3.1 General Vesting of Awards. Except to the extent the Award becomes immediately
vested upon a termination of the Holder’s employment by reason of Holder’s Disability or death,
pursuant to Section 6(a) of the Program, or as set forth in Sections 3.2, 10 or 11 hereof, the
Award shall vest, subject to the Holder’s continued employment with the Company through the
applicable vesting date, in equal annual installments on each of the first four anniversaries of
the Grant Date (each, a “Vesting Date”). Notwithstanding any other provision of the Plan or the
Program, if the Holder’s employment with the Company terminates or is terminated for any reason
other than due to the Holder’s Qualifying Retirement (as defined in Section 3.2 below), Disability
or death, the Holder shall forfeit all rights with respect to any portion of the Award (and the
underlying shares of Stock) that has not yet vested as of the effective date of the Holder’s
termination of employment, and such unvested portion of the Award shall be immediately cancelled.
For purposes of this Agreement, references to employment with the Company shall include employment
by an Associated Company.
3.2 Vesting of Awards Upon Certain Retirement. Notwithstanding any other provision of
the Plan or the Program, in the event the Agreement and Plan of Merger with Mars, Incorporated, New
Uno Holdings Corporation and New Uno Acquisition Corporation, dated April 28, 2008 (the “Merger
Agreement”) has been terminated without the merger transaction contemplated therein (the “Merger”)
having been consummated, upon the Holder’s subsequent Retirement (a “Qualifying Retirement”), if
such Qualifying Retirement occurs prior to December 31, 2008, (i) that number of Restricted Stock
Units equal to the product of (x) the fraction, the numerator which shall be equal to the
difference between 365 and total number of days elapsed between January 1, 2008, and the date of
the Holder’s Qualifying Retirement, and the denominator which shall be 365, and (y) the total
number of Restricted Stock Units originally granted pursuant to the Award, shall be forfeited by
the Holder and shall be immediately cancelled and (ii) the remaining Restricted Stock Units subject
to the Award shall become vested as of the date of such Retirement. Notwithstanding any other
provision of the Plan or the Program, upon a Holder’s Qualifying Retirement that occurs on or after
December 31, 2008, any then unvested Restricted Stock Units shall become vested as of the date of
such Retirement. Any Restricted Stock Units that become vested pursuant to this Section 3.2 (the
“Retirement Vested Units”) shall be settled pursuant to and in accordance with Section 4.2 below.
4. Settlement of Award.
4.1 Settlement of Award Other than upon Qualifying Retirement. Subject to Section 10
hereof and subject to the withholding of any Required Tax Payments, pursuant to Section 8 of the
Program, as soon as practicable after the vesting of any portion of the Award other than due to a
Qualifying Retirement, the Company shall issue or transfer to the Holder the number of shares of
Stock for each Restricted Stock Unit that has become vested. The Company may effect such transfer
either by the delivery of one or more certificates of Stock to the Holder or by an appropriate
entry on the books of the Company or of a duly authorized transfer agent of the Company, and in
either case by issuing such shares in the Holder’s name or in such other name as is acceptable to
the Company and designated in writing by the Holder. The Company shall pay all original issue or
transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in
Section 8 of the Program.
4.2 Settlement of Award upon Qualifying Retirement.
(a) The Holder shall not be entitled to settlement of the Retirement Vested Units upon
the occurrence of a Qualifying Retirement but, subject to Section 4.2(b), shall be entitled
to settlement of the Retirement Vested Units at such time or times as such Retirement
Vested Units would have become vested absent the Holder’s Qualifying Retirement. The
number of Retirement Vested Units eligible for settlement at each Vesting Date shall be
equal to the
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quotient of (i) the Retirement Vested Units divided by (ii) 4 (the “Issuable
Shares”). At the time of settlement, the Company shall issue or transfer to the
Holder the Issuable Shares, subject to the withholding of any Required Tax Payments
pursuant to Section 8 of the Program. The Company may effect such transfer either by the
delivery of one or more certificates of Stock to the Holder or by an appropriate entry on
the books of the Company or of a duly authorized transfer agent of the Company, and in
either case by issuing such shares in the Holder’s name or in such other name as is
acceptable to the Company and designated in writing by the Holder. The Company shall pay
all original issue or transfer taxes and all fees and expenses incident to such delivery,
except as otherwise provided in Section 8 of the Program.
(b) Notwithstanding Section 4.2(a), in the event of a Change in Control that
constitutes 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 under Section
409A(a)(2)(A)(v) of the Code and regulations thereunder (a “409A Change in Control”), that
occurs after the Holder’s Qualifiying Retirement but prior to the settlement of all of the
Retirement Vested Units, the Holder shall be entitled to immediate settlement of any then
unsettled Retirement Vested Units. At the time of settlement, the Company shall issue or
transfer to the Holder the shares issuable pursuant to this Section 4.2(b), subject to the
withholding of any Required Tax Payments pursuant to Section 8 of the Program. The Company
may effect such transfer either by the delivery of one or more certificates of Stock to the
Holder or by an appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company, and in either case by issuing such shares in the Holder’s
name or in such other name as is acceptable to the Company and designated in writing by the
Holder. The Company shall pay all original issue or transfer taxes and all fees and
expenses incident to such delivery, except as otherwise provided in Section 8 of the
Program.
5. Agreement Subject to the Plan and Program. This Agreement is subject to the provisions
of the Plan and the Program and shall be interpreted in accordance therewith. The Holder hereby
acknowledges receipt of a copy of the Plan and the Program.
6. Investment Representation. The Holder hereby represents and covenants that (a) any
share of Stock acquired upon the vesting of the Award will be acquired for investment and not with
a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended
(the “Securities Act”), unless such acquisition has been registered under the Securities Act and
any applicable state securities law; (b) any subsequent sale of any such shares shall be made
either pursuant to an effective registration statement under the Securities Act and any applicable
state securities laws, or pursuant to an exemption from registration under the Securities Act and
such state securities laws; and (c) if requested by the Company, the Holder shall submit a written
statement, in form satisfactory to the Company, to the effect that such representation
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(x) is true
and correct as of the date of acquisition of any shares hereunder or (y) is true and correct as of
the date of any sale of any such shares, as applicable. As a further
condition precedent to the delivery to the Holder of any shares subject to the Award, the Holder
shall comply with all regulations and requirements of any regulatory authority having control of or
supervision over the issuance of the shares and, in connection therewith, shall execute any
documents which the Company shall in its sole discretion deem necessary or advisable.
7. Award Confers No Rights to Continued Employment. In no event shall the granting of the
Award or its acceptance by the Holder give or be deemed to give the Holder any right to continued
employment by the Company.
8. Decisions of Board or Committee. The Board or the Committee shall have the right to
resolve all questions which may arise in connection with the Award. Any interpretation,
determination or other action made or taken by the Board or the Committee regarding the Plan or
this Agreement shall be final, binding and conclusive.
9. Counterparts. This Agreement may be executed in two counterparts each of which shall be
deemed an original and both of which together shall constitute one and the same instrument.
10. Mars Merger. Unless the Award was previously forfeited in whole or in part
pursuant to Section 3 hereof or previously became fully vested pursuant to Section 3 hereof, as of
the Effective Time (as defined in the Merger Agreement), the Award shall be deemed vested on a pro
rata basis based on the total number of days that have elapsed from the Grant Date to the Effective
Time relative to the total number of days between the Grant Date and the fourth anniversary of the
Grant Date (i.e., 1460 days) (the “Vested Units”). (For illustration purposes, assuming continued
employment, in the event such Effective Time occurs on the 438th day following the Grant Date (a
date when the total number of days that have elapsed since the Grant Date is equal to 30% of the
total number of days between the Grant Date and the fourth anniversary of the Grant Date and is
after the first anniversary of the Grant Date so that the Award had previously become 25% vested),
the Award would thereupon be deemed vested with respect to an additional number of Restricted Stock
Units so that, incrementally, an additional 5% of the Award (the incremental amount between 25% and
30%) would be deemed Vested Units as of the Effective Time.) Upon such Effective Time, each of the
Vested Units (and each Restricted Stock Unit that previously vested pursuant to Section 3 hereof
but that is then still unsettled pursuant to Section 4 hereof), shall be immediately cancelled and
converted into the right to receive an amount of cash equal to the per-share Merger Consideration
of $80.00, less applicable withholding, in accordance with Section 2.2(c) of the Merger Agreement
(the “Vested Payment”) as soon as practicable following the Effective Time. Notwithstanding any
provision of this Agreement, the Plan or the Program to the contrary, with respect to any portion
of the Award that is outstanding at the Effective Time and that is not vested at the Effective Time
(the “Unvested Units”), no portion of such Unvested Units shall continue after the Effective Time,
and all such Unvested Units shall be immediately cancelled. As of the Effective Time, all
Restricted Stock Units shall no longer be outstanding and shall automatically cease to exist, and
the Holder shall cease to
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have any rights with respect to any Restricted Stock Units, or Shares or
cash equal to or based on the Shares, except the right to receive the Vested Payment with respect
to the Vested Units as aforesaid.
11. Change in Control. In the event the transactions contemplated by the Merger Agreement
are not consummated and the Merger Agreement is terminated, then upon a subsequent Change in
Control (which shall not include the transactions contemplated by Merger Agreement), the Award
shall to the extent not previously forfeited vest in full and shall be settled pursuant to Section
4.1 hereof.
12. Section 409A. It is intended that this Agreement shall comply with the provisions of
section 409A of the Code and the Treasury Regulations relating thereto so as not to subject Holder
to the payment of additional taxes and interest under section 409A of the Code. In furtherance of
this intent, this Agreement shall be interpreted, operated, and administered in a manner consistent
with these intentions, and to the extent that any regulations or other guidance issued under
section 409A of the Code would result in Holder being subject to payment of additional income taxes
or interest under section 409A of the Code, Holder and the Company agree to amend this Agreement in
order to avoid the application of such taxes or interest under section 409A of the Code. The
Company will consult with the Holder in good faith regarding the implementation of the provisions
of this Section 12; provided that neither the Company nor any of its employees or representatives
shall have any liability to the Holder with respect to thereto.
13. Non-Solicitation. As a condition to and by accepting this Award, Holder agrees that
during his or her employment, and for twelve months after his or her employment ends for any
reason, Holder will not directly or indirectly solicit, induce, raid or hire (or directly or
indirectly assist with the solicitation, inducement, raiding, or hiring of) any person employed by
the Company and/or its Subsidiaries at the time of his or her termination of employment, with whom
Holder had regular contact while employed and/or who possesses confidential and proprietary
information of the Company and/or its Subsidiaries. Holder agrees that the Company and/or its
Subsidiaries will suffer irreparable harm in the event Holder fails to comply with this Section and
that monetary damages will be inadequate to compensate the Company and/or its Subsidiaries for his
or her breach of this Section. Holder further acknowledges that the covenant contained in this
Section is reasonable, and that the benefits set forth in this Agreement are in consideration for
the covenant contained herein. To the extent this Section conflicts with prior agreements
concerning this subject matter, this Section shall supersede any and all prior agreements or
communications.
14. Residents of Russia. For residents of Russia, notwithstanding anything to the contrary
in the foregoing Agreement, the Award will not become effective and will not become a binding
obligation of the Company until the Holder accepts the terms and conditions of this Award and it is
then approved by the Global Rewards function located in Chicago, IL USA.
15. Consent to Collection, Processing and Transfer of Personal Data. By accepting the
terms of this Award, the Holder voluntarily acknowledges and consents to
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the collection, use,
processing and transfer of personal data as described in this paragraph. The Holder is not obliged
to consent to such collection, use, processing and transfer of personal data. However, failure to
provide the consent may affect the Holder’s ability to participate in the Plan. The Company, its
Subsidiaries and the Holder’s employer hold certain personal information about the Holder,
including the Holder’s name, home
address and telephone number, date of birth, social security number or other employee
identification number, salary, nationality, job title, any shares of stock or directorships held in
the Company, details of all options or any other entitlement to shares of stock awarded, canceled,
purchased, vested, unvested or outstanding in the Holder’s favor, for the purpose of managing and
administering the Plan (“Data”). The Company and/or its Subsidiaries will transfer Data amongst
themselves as necessary for the purpose of implementation, administration and management of the
Holder’s participation in the Plan, and the Company and/or any of its Subsidiaries may each further
transfer data to any third parties assisting the Company in the implementation, administration and
management of the Plan. These recipients may be located in the European Economic Area, or
elsewhere throughout the world, such as the United States. The Holder authorizes them to receive,
possess, use, retain and transfer the Data, in electronic or other form, for the purposes of
implementing, administering and managing the Holder’s participation in the Plan, including any
requisite transfer of such Data as may be required for the administration of the Plan and/or the
subsequent holding of shares of stock on the Holder’s behalf to a broker or other third party with
whom the Holder may elect to deposit any shares of stock acquired pursuant to the Plan. The Holder
may, at any time, review Data, require any necessary amendments to it or withdraw the consents
herein in writing by contacting the Company; however, withdrawal of consent may affect the Holder’s
ability to participate in the Plan.
| WM. WRIGLEY JR. COMPANY |
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| By: | ||||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | President and Chief Executive Officer | |||
Accepted this ___day of , 2008. |
||
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