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...
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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 Xxxx Xxxxx & Sons, Inc. (the “Company”) 2022 Omnibus Stock and Long-Term Incentive Plan (the “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 Director Restricted Share Unit Grant Agreement (the “Agreement”). The details of your Award are summarized below: Grant ID: <<<####>>> Grant Date: <<<MONTH DAY, YEAR>>> Number of Restricted Share Units Awarded: <<<#,###>>> Vesting Schedule: The Award shall vest on the earlier of (i) the day before the next Annual Meeting following the grant, or (ii) your death or disability (as determined by the Governance Committee) (each a “Vesting Event”) subject to your continued service with the Company through the occurrence of the Vesting Event except as otherwise provided in Section 2; unless the Company’s Board of Directors (the “Board”) or the Governance Committee determines otherwise in its sole discretion, the Award shall be forfeited if your service terminates for any reason before a Vesting Event. The terms of the Award are as set forth in this Agreement and in the Plan. The Plan is incorporated into this Agreement by reference, which means that this Agreement is limited by and subject to the express terms and provisions of the Plan. In the event of a conflict between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern. Issuance of Shares and Shareholder Rights. You shall not have any right in, to, or with respect to any of the Shares (including any voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by the issuance of such Shares to you. The restricted share units shall vest in accordance with the above Vesting Schedule. One Share shall be issuable for each restricted share unit that vests on such vesting date subject to the terms and provisions of the Plan and this Agreement. On or promptly following those dates, the Company shall transfer such Shares to you. Following settlement of the Award, you become a shareholder of record, and shall receive voting rights and rights with respect to dividends paid thereafter on the Shares awarded. Change of Control. In the event of a Change of Control, as that term is defined in the Plan, the unvested Award granted pursuant to this Agreement shall immediately become fully vested and settled through the issuance of Shares promptly following such event. Restrictions. Except as otherwise provided for in this Agreement or in the Plan, the restricted share units or rights granted hereunder may not be sold, pledged or otherwise transferred.