JOHN WILEY & SONS, INC. — Proxy Solicitation & Information Statement 2009

Aug 7, 2009

DEF 14A 1 c57828_defa14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

| Filed
by the Registrant x | | | |
| --- | --- | --- | --- |
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| Check
the appropriate box: | | | |
| £ | Preliminary
Proxy Statement | £ | Confidential,
for Use of the Commission Only |
| x | Definitive
Proxy Statement | | (as
permitted by Rule 14a-6(e)(2)) |
| £ | Definitive
Additional Materials | | |
| £ | Soliciting
Material Pursuant to § 240.14a-12 | | |

John Wiley & Sons, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

| Payment
of filing fee (Check the appropriate box): — x | No
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| --- | --- | --- | --- |
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●
111 River Street Hoboken, NJ 07030-5774 (201) 748-6000
Peter
Booth Wiley
Chairman
of the Board
August 7,
2009

T O OUR S HAREHOLDERS:

We cordially invite you to attend the 2009 Annual Meeting of Shareholders to be held on Thursday, September 17, 2009 at 9:30 A.M., at the Company’s headquarters, 111 River Street, Hoboken, New Jersey. The official Notice of Meeting, Proxy Statement, and separate forms of proxy for Class A and Class B Shareholders are enclosed with this letter. The matters listed in the Notice of Meeting are described in the attached Proxy Statement.

The Board of Directors welcomes and appreciates the interest of all our shareholders in the Company’s affairs, and encourages those entitled to vote at this Annual Meeting to take the time to do so. We hope you will attend the meeting, but whether or not you expect to be personally present, please vote your shares, either by signing, dating and promptly returning the proxy card (or, if you own two classes of shares, both proxy cards) in the accompanying postage-paid envelope, by telephone using the toll-free telephone number printed on the proxy card, or by voting on the Internet using the instructions printed on the proxy card. This will assure that your shares are represented at the meeting. Even though you execute this proxy, vote by telephone or via the Internet, you may revoke your proxy at any time before it is exercised by giving written notice of revocation to the Secretary of the Company, by executing and delivering a later-dated proxy (either in writing, telephonically or via the Internet) or by voting in person at the Annual Meeting. If you attend the meeting you will be able to vote in person if you wish to do so, even if you have previously returned your proxy card, voted by telephone or via the Internet.

Your vote is important to us, and we appreciate your prompt attention to this matter.

Sincerely,
●
Chairman of the Board

●
111 River Street Hoboken, NJ 07030-5774 (201) 748-6000
N OTICE OF A NNUAL M EETING OF S HAREHOLDERS
TO
BE HELD S EPTEMBER 17, 2009

T O OUR S HAREHOLDERS:

The Annual Meeting of Shareholders of John Wiley & Sons, Inc. (the “Company”) will be held at the Company’s headquarters, 111 River Street, Hoboken, New Jersey, on Thursday, September 17, 2009 at 9:30 A.M., for the following purposes:

1. To elect a board of eleven (11) directors, of whom four (4) are to be elected by the holders of Class A Common Stock voting as a class and seven (7) are to be elected by the holders of Class B Common Stock voting as a class.

2. To ratify the appointment by the Board of Directors of the Company’s independent public accountants for the fiscal year ending April 30, 2010.

3. To approve of the 2009 Key Employee Stock Plan.

4. To approve of the 2009 Executive Annual Incentive Plan.

5. To approve of the 2009 Director Stock Plan.

6. To transact such other business as may properly come before the meeting or any adjournments thereof.

Shareholders of record at the close of business on July 22, 2009 are entitled to notice of and to vote at the Annual Meeting or any adjournments thereof.

Please vote by proxy in one of these ways:

| • | Use the toll-free
telephone number shown on your proxy card or voting instructions form (if you
receive proxy materials from a broker or bank); |
| --- | --- |
| • | Visit the Internet website
at www.proxyvote.com; or |
| • | Sign, date and promptly
return your proxy card in the postage-prepaid envelope provided. |

M ICHAEL L. P RESTON
Corporate
Secretary
August 7, 2009 Hoboken, New Jersey

Your vote is important to us. Whether or not you plan to be present at the Annual Meeting, please vote your proxy either via the Internet, by telephone, or by mail. Signing and returning the proxy card, voting via the Internet or by telephone does not affect your right to vote in person if you attend the Annual Meeting.

| PROXY
STATEMENT |
| --- |
| This
Proxy Statement is furnished in connection with the solicitation by the Board
of Directors of John Wiley & Sons, Inc. (the “Company”) of proxies to be
used at the Annual Meeting of Shareholders to be held on September 17, 2009
at the time and place set forth in the accompanying Notice of Meeting and at
any and all adjournments thereof. This Proxy Statement and accompanying forms
of proxy relating to each class of Common Stock, together with the Company’s
Annual Report to Shareholders for the fiscal year ended April 30, 2009
(“fiscal 2009”), are first being sent or given to shareholders on August 7,
2009. |
| The
executive offices of the Company are at 111 River Street, Hoboken, New Jersey
07030-5774. |
| Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting of Shareholders to be held on September 17, 2009 |
| This
year we are again using the “Notice and Access” system recently adopted by the
Securities and Exchange Commission relating to the delivery of proxy
materials over the Internet. As a result, we mailed you a notice about the
Internet availability of the proxy materials instead of paper copies.
Shareholders will have the ability to access the proxy materials over the
Internet and to request a paper copy of the materials by mail, by e-mail or
by telephone. Instructions on how to access the proxy materials over the
Internet or to request a paper copy may be found on the Notice. We believe
that the notice and access rules will allow us to use Internet technology
that many shareholders prefer, assure more prompt delivery of the proxy
materials, lower our cost of printing and delivering the proxy materials, and
minimize the environmental impact of printing paper copies. |
| The
Proxy Statement and our Annual Report to Shareholders are available at
www.proxyvote.com. |

| ● | Voting
Securities, Record Date, Principal Holders, page 2 |
| --- | --- |
| ● | Corporate
Governance Principles, page 3 |
| ● | Certain
Information Concerning the Board, page 6 |
| ● | Compensation
Committee Interlocks, page 8 |
| ● | Director
Compensation, page 8 |
| ● | Related
Party Transactions, page 10 |
| ● | Election
of Directors, page 10 |
| ● | Section
16(a) Beneficial Ownership Reporting Compliance, page 15 |
| ● | Compensation
Committee Report, page 15 |
| ● | Performance
Graph, page 15 |
| ● | Compensation
Discussion and Analysis, page 16 |
| ● | Report of
the Audit Committee, page 33 |
| ● | Ratification
of the Appointment of Independent Public Accountants, page 34 |
| ● | 2009 Key
Employee Stock Plan, page 35 |
| ● | 2009
Executive Annual Incentive Plan, page 42 |
| ● | 2009
Director Stock Plan, page 43 |
| ● | Manner and
Expenses of Solicitation, page 44 |
| ● | Electronic
Delivery of Materials, page 45 |
| ● | Deadline
for Submission of Shareholder Proposals, page 45 |
| ● | Other
Matters, page 45 |
| Only
shareholders of record at the close of business on July 22, 2009 are entitled
to vote at the Annual Meeting of Shareholders on the matters that may come
before the Annual Meeting. | |

1

| I. |
| --- |
| The
holders of Class A Stock, voting as a class, are entitled to elect four (4)
directors, and the holders of Class B Stock, voting as a class, are entitled
to elect seven (7) directors. Each outstanding share of Class A and Class B
Stock is entitled to one vote for each Class A or Class B director,
respectively. The presence in person or by proxy of a majority of the
outstanding shares of Class A or Class B Stock entitled to vote for directors
designated as Class A or Class B directors, as the case may be, will
constitute a quorum for the purpose of voting to elect that class of
directors. All elections shall be determined by a plurality of the class of
shares voting thereon. Only shares that are voted in favor of a particular
nominee will be counted toward such nominee’s achievement of a plurality.
Shares present at the meeting that are not voted for a particular nominee or
shares present by proxy where the shareholder properly withheld authority to
vote for such nominee (including broker non-votes) will not be counted toward
such nominee’s achievement of a plurality. |
| The
holders of the Class A and Class B Stock vote together as a single class on
all other business that properly comes before the Annual Meeting, with each
outstanding share of Class A Stock entitled to one-tenth (1/10) of one vote
and each outstanding share of Class B Stock entitled to one vote. |
| Proposals
2, 3, 4 and 5 requires approval by a majority of votes cast at the Annual
Meeting. Abstentions and broker non-votes are not counted in determining the
votes cast, but do have the effect of reducing the number of affirmative
votes required to achieve a majority for such matters by reducing the total
number of shares from which the majority is calculated. |
| If
you are a beneficial shareholder and your broker holds your shares in its
name, the broker is permitted to vote your shares on the election of
directors and proposals 2, 3, 4 and 5 even if the broker does not receive
voting instructions from you. |
| The
following table and footnotes set forth, at the close of business on July 22,
2009, information concerning each person owning of record, or known to the
Company to own beneficially, or who might be deemed to own, 5% or more of its
outstanding shares of Class A or Class B Stock. The table below was prepared
from the records of the Company and from information furnished to it. The
percent of total voting power reflected below represents the voting power on
all matters other than the election of directors, as described above. |

Name and Address	Class of Stock	Common Stock Owned Beneficially	Percent of Class	Percent of Total Voting Power
E.P. Hamilton Trusts, LLC (1)	A	462,338	1.0 %	0.3 %
965 Mission Street	B	8,125,536	84.2 %	56.0 %
San Francisco, CA
Deborah E. Wiley (2)(3)(4)	A	1,253,976	2.6 %	0.9 %
111 River Street	B	38,820	0.4 %	0.3 %
Hoboken, NJ
Peter Booth Wiley (2)(3)(5)	A	1,227,578	2.5 %	0.8 %
111 River Street	B	12,240	0.1 %	0.1 %
Hoboken, NJ
Bradford Wiley II (2)(3)	A	1,208,255	2.5 %	0.8 %
111 River Street	B	42,240	0.4 %	0.3 %
Hoboken, NJ
Pioneer Investment Management, Inc. (6)	A	3,860,621	8.0 %	2.7 %
60 State Street
Boston, MA
Investment Manager

2

Name and Address	Class of Stock	Common Stock Owned Beneficially	Percent of Class	Percent of Total Voting Power
Eagle Asset Management (6)	A	2,472,863	5.1 %	1.7 %
880 Grillion Parkway
St. Petersburg, FL
Investment Manager

| (1) | Bradford Wiley II, Deborah
E. Wiley and Peter Booth Wiley, as members of the E.P. Hamilton Trusts, LLC
established for the purpose of investing in, owning and managing securities
of John Wiley & Sons, Inc., share investment and voting power. |
| --- | --- |
| (2) | Bradford Wiley II, Deborah
E. Wiley and Peter Booth Wiley, as general partners of a limited partnership,
share voting and investment power with respect to 301,645 shares of Class A
Stock. For purpose of this table, each is shown as the owner of one-third of
such shares. |
| (3) | Bradford Wiley II, Deborah
E. Wiley and Peter Booth Wiley, as co-trustees, share voting and investment
power with respect to 55,072 shares of Class A Stock and 36,720 shares of
Class B Stock under the Trust of Esther B. Wiley. For purposes of this table,
each is shown as the owner of one-third of such shares. |
| (4) | Includes 540 shares of
Class A Stock and 8,660 shares of Class B Stock of which Deborah E. Wiley is
custodian for minor children. |
| (5) | Includes 2,948 shares of
Class A Stock which Peter Booth Wiley acquired under an option granted under
the 1990 Director Stock Plan, as Amended and Restated as of June 22, 2001, at
the exercise price of $19.54 per share. |
| (6) | Based on filings with the
Securities and Exchange Commission, including filings pursuant to Rule 13f-1
of the Securities Exchange Act of 1934, and other information deemed reliable
by the Company. |

| II. |
| --- |
| Pursuant
to the New York Stock Exchange’s Corporate Governance regulations, the
Company is considered a “controlled company,” defined as a company where more
than 50 percent of the voting power is held by an individual, a group, or
another company. As such, the Company would be exempt from certain corporate
governance standards. However, the Board believes it is in the best interest
of the Company and its shareholders to abide by all of the regulations,
except for the requirement that the Governance Committee be comprised of
independent directors only. The Board has chosen to take an exemption to this
requirement because it believes that a Wiley family member’s participation on
this Committee will result in a collaborative process to promote the highest
standards in the recruitment of new directors and in governance generally. |
| 1.
Primary Duties |
| The
Board, which is elected annually by the shareholders, exercises oversight and
has final authority and responsibility with respect to the Company’s affairs,
except with respect to those matters reserved to shareholders. All major
decisions are considered by the Board as a whole. |
| The
Board elects the Chief Executive Officer (“CEO”) and other corporate
officers, acts as an advisor to and resource for management, and monitors
management’s performance. |

3

The Board plans for the succession of the CEO. The Executive Compensation and Development Committee annually evaluates the CEO’s performance, approves the CEO’s compensation, and informs the Board of its decisions. The Board also oversees the succession process for certain other management positions, and the CEO reviews with the Board annually his assessment of key management incumbents and their professional growth and development plans. The Board also:

| | reviews the Company’s
business and strategic plans and actual operating performance; |
| --- | --- |
| b) | reviews and approves the
Company’s financial objectives, investment plans and programs; and |
| c) | provides oversight of
internal and external audit processes and financial reporting. |
| 2.
Director Independence | |
| The Board has long held
that it is in the best interests of the Company for the Board to consist of a
substantial majority of independent Directors. The Board annually determines
that a Director is independent if he or she has no material relationship,
either directly or indirectly, with the Company, defined as follows: | |
| a) | The Director is not and
has not been employed in an executive capacity by the Company or its
subsidiaries within the three years immediately prior to the annual meeting
at which the nominees of the Board will be voted upon. |
| b) | The Director is not a
significant advisor or consultant to the Company (including its
subsidiaries); does not have direct, sole responsibility for business between
the Company and a material supplier or customer; and does not have a
significant personal services contract with the Company. |
| c) | The Director is not an
executive officer, an employee, and does not have an immediate family member
who is an executive officer or employee, of an organization that makes
payments to, or receives payments from, the Company in an amount that, in any
single fiscal year, exceeds 2% of such other organization’s consolidated
gross revenues. |
| d) | The Director is not, and
has not been within the past three years, employed by or affiliated with a
firm that provided independent audit services to the Company; the Director is
not, and does not have an immediate family member who is a current partner of
the firm that is the Company’s external auditor; and the Director or an
immediate family member was not within the past three years a partner or employee
of the Company’s external audit firm and personally worked on the Company’s
audit within that time. |
| e) | The Director is not, and
has not been in the past three years, part of an interlocking directorship
involving compensation committees. |
| f) | The Director is not a
member of the immediate family of Peter Booth Wiley, Bradford Wiley II and
Deborah E. Wiley, or management, as listed in the Company’s proxy statement. |
| When determining the
independence of a Director, the ownership of, or beneficial interest in, a
significant amount of stock, by itself, is not considered a factor. | |
| 3.
Composition of the Board | |
| Under the Company’s
By-Laws, the Board has the authority to determine the appropriate number of
directors to be elected so as to enable it to function effectively and
efficiently. Currently, a ten-member Board is considered to be appropriate,
though size may vary. The Governance Committee makes recommendations to the
Board concerning the appropriate size of the Board, as well as selection
criteria for candidates. Each candidate is selected based on background,
experience, expertise, and other relevant criteria, including other public
and private company boards on which the candidate serves. In addition to the
individual candidate’s | |

4

| background, experience and
expertise, the manner in which each board member’s qualities complement those
of others and contributes to the functioning of the Board as a whole are also
taken into account. The Governance Committee nominates a candidate, and the
Board votes on his or her candidacy. The shareholders vote annually for the
entire slate of Directors. |
| --- |
| Any
nominee Director who receives a greater number of “withheld” votes from his
or her election than “for” votes shall tender his or her resignation for
consideration by the Governance Committee. The Governance Committee shall
recommend to the Board the action to be taken with respect to such
resignation. |
| 4.
Director Eligibility |
| Directors
shall limit the number of other board memberships (excluding non-profits) in
order to insure adequate attention to Wiley business. Directors shall advise
the Chairman of the Board and the Chairman of the Governance Committee in
advance of accepting an invitation to serve on a new board. Whenever there is
a substantial change in the Director’s principal occupation, a Director shall
tender his or her resignation and shall immediately inform the Board of any
potential conflict of interest. The Governance Committee will recommend to
the Board the action, if any, to be taken with respect to the resignation or
the potential conflict of interest. |
| The
Board has established a retirement age of 70 for its Directors. The Board may
in its discretion nominate for election a person who has attained age 70 if
it believes that under the circumstances it is in the Company’s best
interests. |
| 5. Board
and Management Communication |
| The
Board has access to all members of management and external advisors. As
appropriate, the Board may retain independent advisors. |
| The
CEO shall establish and maintain effective communications with the Company’s
stakeholder groups. The Board schedules regular executive sessions at the end
of each meeting. Non-management directors meet at regularly scheduled
sessions without management. The Chairman of the Board presides at these
sessions. In addition, the independent directors meet at least once each year
in an executive session presided over by the Chairman of the Governance
Committee. |
| Employees
and other interested parties may contact the non-management directors via
email at: non-managementdirectors@wiley.com , or by mail addressed to
Non-Management Directors, John Wiley & Sons, Inc., 111 River Street, Mail
Stop 7-02, Hoboken, NJ 07030-5774. |
| 6. Board
Orientation and Evaluation |
| The
Board annually conducts a self-evaluation to determine whether the Board as a
whole and its individual members, including the Chairman, are performing
effectively. |
| The
Board sponsors an orientation process for new Directors, which includes
background materials on governance, law, board principles, financial and
business history and meetings with members of management. The Board also
encourages all of its Directors to take advantage of educational programs to
improve their effectiveness. |
| 7.
Director Compensation |
| The
Governance Committee periodically reviews and recommends to the Board its
members’ annual retainer, which is composed of cash and restricted stock
grants for all non-employee Directors. In determining the appropriate amount
and form of director compensation, the Board regularly evaluates current
trends and compensation surveys, as well as the amount of time devoted to
Board and committee meetings. As a long-standing Board principle,
non-employee Directors receive no compensation from the Company other than
for their service as Board members and reimbursement for expenses incurred in
connection with attendance at meetings. |

5

| | | Share
ownership by each Director is encouraged. To this end, each Director is
expected to own, at a date no later than three years after election to the
Board, shares of common stock valued at not less than three times that
Director’s annual cash compensation to which the Director is entitled for
Board service. Furthermore, non-employee Directors are encouraged to take
their cash compensation in the form of Company shares. |
| --- | --- | --- |
| | | 8. Board Practices and Procedures |
| | | The
Chairman of the Board and the CEO jointly set the agenda for each Board
meeting. Agenda items that fall within the scope and responsibilities of
Board committees are reviewed with the chairs of the committees. Any Board
member may request that an item be added to the agenda. |
| | | Board
materials are provided to Board members sufficiently in advance of meetings
to allow Directors to prepare for discussion at the meeting. |
| | | Various
managers regularly attend portions of Board and committee meetings in order
to participate in and contribute to relevant discussions. |
| | | 9. Board Committees |
| | | The
Board has established four standing committees: Executive, Audit, Executive
Compensation and Development, and Governance. The Governance Committee
recommends to the Board the members and chairs for each of these committees.
The Audit Committee and the Executive Compensation and Development Committee
are composed of independent Directors only. The Audit Committee has the sole
responsibility for retention and dismissal of the Company’s independent
auditors and the Executive Compensation and Development Committee has the
sole authority to retain, terminate and determine the fees of its outside
consultants. The Governance Committee is composed of independent directors
and a member of the Wiley family, as permitted under the New York Stock
Exchange’s rules applicable to “controlled companies.” The Board believes
that the family’s participation in the Committee will result in a collaborative
process to promote the highest standards in the recruitment of new directors
and in governance generally. |
| | | The
chair and membership assignments for all committees are reviewed regularly
and rotated as appropriate. The chairs of the committees determine the
frequency, length and agenda of meetings for each committee meeting. As in
the case of the Board, materials are provided in advance of meetings to allow
members to prepare for discussion at the meeting. |
| | | The
scope and responsibilities of each committee are detailed in the committee
charters, which are approved by the Board. Each committee annually reviews
its charter, and the Governance Committee and the Board review all charters
from time to time. |
| | | With
the permission of the chairman of the committee, any Board member may attend
a meeting of any committee. |
| | | 10. Periodic Review |
| | | The
Governance Committee and the Board review these Principles annually. |
| | | The
Principles stated above, Committee Charters, the Business Conduct and Ethics
Policy and the Code of Ethics for Senior Financial Officers are published on
our web site at www.wiley.com, under the “About Wiley—Investor Relations—Corporate
Governance” captions. Copies are also available free of charge to
shareholders on request to: Corporate Secretary, John Wiley & Sons, Inc.,
111 River Street, Hoboken, NJ 07030-5774. |
| I II. | Certain
Information Concerning the Board | The
Board is currently composed of ten members. Two directors, Bradford Wiley II
and Peter Booth Wiley, are brothers. The Board has affirmatively determined
that all of our directors, except William J. Pesce, Bradford Wiley II and
Peter Booth Wiley, meet the independence guidelines the Board set forth in
our Corporate Governance Principles, as noted above. |

6

| The
Company does not have a policy that requires the attendance of all directors
at the Annual Meetings, but it has been long-standing practice for directors
to attend. In September 2008, nine of our directors attended the 2008 Annual
Meeting. |
| --- |
| All
incumbent directors attended at least 91% of the aggregate number of meetings
of the Board and of the committees on which such director sat with nine of
our directors attending 100% of these meetings. |
| The
following table indicates current membership and total meetings of the Board
and its standing committees: |

Name	Board	Audit	Compensation	Executive	Governance
Warren J.
Baker	X	X	X*
Richard M.
Hochhauser	X	X
Kim Jones	X				X*
Matthew S.
Kissner	X		X	X*
Raymond W.
McDaniel, Jr.	X				X
Eduardo
Menascé	X		X	X
William J.
Pesce	X			X
William B.
Plummer	X	X*
Bradford
Wiley II	X				X
Peter Booth
Wiley	X
FY2009
Meetings		6	4 (a)	0	7
*Chairman

(a) The Executive Compensation and Development Committee acted once by Written Consent.

| Executive
Committee. The Executive Committee exercises the
powers of the Board as appropriate in any case where immediate action is
required and the matter is such that an emergency meeting of the full Board
is not deemed necessary or possible. |
| --- |
| Audit Committee. The Audit Committee
assists the Board in fulfilling its fiduciary responsibilities relating to
the Company’s financial statements filed with the Securities and Exchange
Commission, accounting policies, and the adequacy of disclosures, internal
controls and reporting practices of the Company and its subsidiaries; reviews
Company policies with respect to risk management and risk assessment;
evaluates, retains, compensates and, if appropriate, terminates the services
of the independent public accounting firm which is to be engaged to audit the
Company’s financial statements, including reviewing and discussing with such
firm their independence and whether providing any permitted non-audit
services is compatible with their independence; maintains financial oversight
of the Company’s employees’ retirement and other benefit plans and makes
recommendations to the Board with respect to such matters; and reviews and
approves related party transactions. The Committee holds discussions with
management prior to the release of quarterly earnings, and also reviews
quarterly results prior to filings. |
| The
Board has determined that all members of the Committee are Audit Committee
“financial experts,” as defined under the rules of the Securities and
Exchange Commission. All members of the Committee are independent under the
rules of the New York Stock Exchange, currently applicable to the Company. |
| Executive
Compensation and Development Committee. The
Executive Compensation and Development Committee evaluates the performance of
the CEO and reports its decisions to the Board; reviews and approves the
principles and policies for compensation and benefit programs company-wide,
and monitors the implementation and administration of such programs; oversees
compliance with governmental regulations and accounting standards with
respect to employee compensation and benefit programs; monitors executive
development practices in order to insure succession alternatives for the
organization; and grants options and makes awards under |

7

| | the 2004 Key
Employee Stock Plan. All members of the Committee are independent under the
rules of the New York Stock Exchange, currently applicable to the Company. |
| --- | --- |
| | Governance
Committee. The Governance Committee assists the
Board in the selection of Board members by identifying appropriate general
qualifications and criteria for directors as well as qualified candidates for
election to the Board; assists the Chairman of the Board in proposing
committee assignments; assists the Board in evaluating, maintaining and
improving its own effectiveness; evaluates the Chairman of the Board’s
performance; evaluates director compensation and benefits; and makes recommendations
to the Board regarding corporate governance policies. |
| | Additional
Information About the Governance Committee. The
Board selects new candidates based on a recommendation of the Governance
Committee. The Committee evaluates all director candidates in accordance with
the director membership criteria described in the Corporate Governance
Principles. The Committee considers a candidate’s background, experience,
expertise, and other relevant criteria, including other public and private company
boards on which the candidate serves. The manner in which each Board member’s
qualities complement those of others and contributes to the functioning of
the Board as a whole are also taken into account. |
| | The
Committee has retained a search firm, at the expense of the Company, to
identify potential director candidates. The search firm provides background
material on potential candidates, and provides guidance pertaining to the
particular experience, skills and other characteristics that the Board is
seeking. The search firm conducts initial interviews with potential
candidates, and candidates who merit further consideration are then
interviewed by members of the Committee, other directors and key senior
management personnel. The Governance Committee considers the results of these
interviews when making its recommendations to the Board. |
| | Shareholders
who wish to recommend a director candidate to the Governance Committee should
follow the procedures set forth under “Deadline for Submission of Shareholder
Proposals” on page 44 of this proxy statement. The recommendation should
include the candidate’s name, biographical data, and a description of his or
her qualifications. |
| C ompensation Committee Interlocks | No
member of the Executive Compensation and Development Committee has served as
one of our officers or employees at any time. None of our executive officers
serves as a member of the compensation committee of any other company that
has an executive officer serving as a member of our Board of Directors. None
of our executive officers serves as a member of the board of directors of any
other company that has an executive officer serving as a member of our
Board’s Executive Compensation and Development Committee. |
| D irectors’ Compensation | Our
non-employee directors received an annual retainer of $55,000 and committee
chairmen, except the chairman of the Executive Committee, received an
additional annual retainer of $10,000. No fees are paid for attendance at
meetings. No non-employee director receives any other compensation from the
Company, except for reimbursement of expenses incurred for attendance at
Board meetings. Directors who are employees do not receive an annual retainer
for Board or committee service. |
| | Pursuant
to the Director Stock Plan, our non-employee directors receive an annual
award of Class A shares equal in value to 100 percent of their annual total
cash compensation, excluding the additional fees paid to committee chairmen
and any expense reimbursements. In September 2008, a total of 8,616 Class A
shares were awarded to directors. |
| | The
Company has established a Deferred Compensation Plan for Directors (the
“Deferred Plan”) Amended and Restated as of January 1, 2009. Non-employee
directors are eligible to participate, and may defer all or a portion of
their annual retainer fees in the form of cash and/or Class A Common Stock.
They may also defer their annual stock award. Seven of our ten directors
currently participate in the Deferred Plan. Retainers deferred in cash accrue
interest annually based on the prime rate. Retainers deferred in the form of
Class A Common Stock receive dividend equivalent units based on the closing
price of the Class A Common Stock on the record date. Deferred cash and/or
stock is payable to the directors upon their retirement from the Board,
either in a lump sum or in the form of annual installments. |

8

| Our
active directors and their spouses are eligible to participate in the
Company’s Matching Gift Program. The Company will match the first $1,000
given by the donor as follows: three-toone on the first $500, and one-to-one
on the second $500, up to a maximum contribution of $2,000 per institution,
per donor, per calendar year. |
| --- |
| The
table below indicates the total cash compensation received by each
non-employee director during fiscal 2009. |

Name	Fees Earned or Paid in Cash	Stock Awards	All Other Compensation	Total
Warren J.
Baker* (1)(2)(3)	$ 65,000	$ 45,000	$ 12,835	$ 122,835
Richard M.
Hochhauser (2)	$ 55,000	$ 45,000	$ 2,826	$ 102,826
Kim Jones* (2)(3)	$ 65,000	$ 45,000	$ 4,086	$ 114,086
Matthew S.
Kissner (2)(3)	$ 55,000	$ 45,000	$ 5,939	$ 105,939
Raymond W.
McDaniel, Jr. (1)(2)(3)	$ 55,000	$ 45,000	$ 3,674	$ 103,674
Eduardo
Menascé (2)	$ 55,000	$ 45,000	$ 826	$ 100,826
William B.
Plummer* (1)(2)(3)	$ 65,000	$ 45,000	$ 6,128	$ 116,128
Bradford
Wiley II (2)	$ 55,000	$ 45,000	$ 4,000	$ 104,000
Peter Booth
Wiley (3)(4)	—	—	$ 456,050	$ 456,050
*Committee
Chair

| (1) | Effective
January 1, 2009 Messrs. Baker, McDaniel and Plummer have deferred receipt of
their annual cash retainer fees in the form of stock. |
| --- | --- |
| (2) | On September
18, 2008, each of our non-employee Directors received an annual stock award
of 1,077 Class A shares, based on the closing price of $41.77. All of our
non-employee directors, except Mr. B. Wiley II, deferred receipt of these
shares pursuant to the Deferred Compensation Plan, as described above. |
| (3) | The amounts
in All Other Compensation include the cash value of dividends accrued under
the Deferred Compensation Plan and, in the case of Dr. Baker, $2,837 in
interest credited to his Deferred Cash Compensation Plan in FY2009. Also
included are contributions made under the Company’s Matching Gift Program, as
described above, as follows: Dr. Baker— $1,500; Mr. Hochhauser—$2,000; Mr. B.
Wiley—$4,000; Mr. P. Wiley—$71,050. |
| (4) | Peter Booth
Wiley, Chairman of the Board, does not receive a retainer for his service on
the board but receives an annual salary of $385,000 as an employee of the
Company. |

9

Name — Warren J. Baker	18,870	4,955
Richard M. Hochhauser	1,883	—
Kim Jones	8,436	—
Matthew S. Kissner	12,018	—
Raymond W. McDaniel, Jr.	8,301	—
Eduardo Menascé	1,883	—
William B. Plummer	13,245	—
Bradford
Wiley II	—	—

| Insurance with Respect to Indemnification of Directors and Officers | | The
By-Laws of the Company provide for indemnification of directors and officers
in connection with claims arising from service to the Company to the extent
permitted under the New York State Business Corporation Law. The Company
carries insurance in the amount of $30,000,000 with Federal Insurance
Company, the National Union Fire Insurance Company and Allied World National
Assurance Company. at a premium of $353,234. The current policy expires on
November 14, 2009. |
| --- | --- | --- |
| T ransactions with Directors’ Companies | | In
the ordinary course of business, John Wiley & Sons and its subsidiaries
may have transactions with companies and organizations whose executive
officers are also Wiley directors. None of these transactions in fiscal 2009
exceeded the threshold for disclosure under our Corporate Governance
Guidelines, which is 2% of the gross revenues of either Wiley or the other
organization. |
| Transactions with Related Persons | | We
are required to disclose material transactions with the Company in which
“related persons” have a direct or indirect material interest. Related
persons include any Director, nominee for Director, executive officer of the
Company, and any immediate family members of such persons. The term
“transaction” is broadly defined under Securities and Exchange Commission
rules to include any financial transaction, arrangement or relationship,
including any indebtedness transaction or guarantee of indebtedness. |
| | | Based
on information available to us and provided to us by our Directors and
executive officers, we do not believe that there were any such material
transactions in effect since May 1, 2008, or that any such material
transactions are proposed to be entered into during fiscal 2010. |
| | | The
Company’s Board of Directors has adopted a written policy that requires the
Audit Committee to review and approve any related party transactions.
Management is expected to provide the Audit Committee with specific information
with respect to any such transaction expected to be entered into or continued
during the current fiscal year. After reviewing this information, the Audit
Committee will approve such transactions only if the following two conditions
are met: (1) the transaction must be in the best interests of the Company and
its shareholders; and (2) the transaction must be entered into by the Company
on terms that are comparable to those that would be obtained in an arm’s
length transaction with an unrelated third party. |
| I V. | Election of Directors | Eleven
(11) directors are to be elected to hold office until the next Annual Meeting
of Shareholders, or until their successors are elected and qualified. Unless
contrary instructions are indicated or the proxy is previously revoked, it is
the intention of management to vote proxies received for the election of the
persons named below as directors. Directors of each class are elected by a
plurality of votes cast by that class. If you do not wish your shares to be
voted for particular nominees, please so indicate in the space provided on
the proxy card, or follow the directions given by the telephone voting
service or the Internet voting site. T HE H OLDERS OF C LASS A
S TOCK ARE ENTITLED TO ELECT 30% OF THE ENTIRE BOARD . A S A CONSEQUENCE, FOUR (4) D IRECTORS WILL BE ELECTED BY THE HOLDERS
OF C LASS A S TOCK . T HE HOLDERS OF C LASS B
S TOCK ARE ENTITLED TO ELECT SEVEN (7) D IRECTORS . |
| | | All
the nominees are currently directors of the Company and were elected to their
present terms of office at the Annual Meeting of Shareholders held in
September 2008 except for Kalpana Raina, a first time nominee. Except as
otherwise indicated below, all of the nominees |

10

| | have been
engaged in their present principal occupations or in executive capacities
with the same employers for more than the past five years. |
| --- | --- |
| | The
Company’s By-Laws provide for mandatory retirement of directors at age 70,
but allow the Board discretion to nominate for election a candidate who, by
reason of having attained age 70, would otherwise not be qualified to serve.
It was the Board’s judgment that Warren J. Baker, who has provided the Board
with invaluable service, be proposed as a Class B director, notwithstanding
his having attained age 71. |
| | Peter Booth
Wiley, William J. Pesce and Michael L. Preston have agreed to represent
shareholders submitting proper proxies by mail, via the Internet, or by
telephone, and to vote for the election of the nominees listed herein, unless
otherwise directed by the authority granted or withheld on the proxy cards,
by telephone or via the Internet. Although the Board has no reason to believe
that any of the persons named below as nominees will be unable or decline to
serve, if any such person is unable or declines to serve, the persons named
above may vote for another person at their discretion. |
| | Directors to be Elected by Class A Shareholders |
| ● | Kim Jones, a
director since 2004, has been President and Managing Director, UK and
Ireland, Sun Microsystems, Inc. since July 2007. Prior to that she was Vice
President of Global Education, Government and Health Sciences at Sun from
July 2006 to July 2007; Vice President of Global Education and Research Line
of Business at Sun from 1998 to 2006; Director of International Sales
Development from 1991 to 1998; and held a variety of sales and business
development positions from 1987 to 1991. She serves on the Board of Directors
of Curriki, a nonprofit organization for open source curriculum for grades
K-12. Age 52. |
| ● | Raymond W. McDaniel, Jr., a director since 2005, has been Chairman and Chief Executive
Officer of Moody’s Corporation since April 2005. He previously served as
Chief Operating Officer of Moody’s Corporation from January 2004; President
of Moody’s Corporation from October 2004; and President of Moody’s Investors
Service since 2001. In prior assignments with Moody’s, he served as Senior
Managing Director for Global Ratings & Research; Managing Director for
International; and Director of Moody’s Europe, based in London. He has been a
member of Moody’s Corporation Board of Directors since 2003. Age 51. |
| ● | William B. Plummer, a director since 2003, has been Executive Vice President and Chief
Financial Officer of United Rentals, Ind. since December 2008. Previously he
was Executive Vice President and Chief Financial Officer of Dow Jones &
Company, Inc. from September 2006 to December 2007.. Prior to that he was
Vice President & Treasurer of Alcoa, Inc. since 2000. Before joining
Alcoa, he was with Mead Corporation as President, Gilbert Paper Division
during 2000; Vice President, Corporate Strategy and Planning from 1998 to
2000; Treasurer from 1997 to 1998; Prior to joining Mead, he held a number of
increasingly responsible positions with the General Electric Company, most
recently as Vice President, Equity Capital Group, General Electric Capital
Corporation from 1995 to 1997. Age 50. |

11

| ● | Kalpana Raina, first time nominee, has been managing partner of 252 Solutions, LLC,
an advisory firm that specializes in strategic development and implementation
since 2007. Previously, Ms. Raina was a senior executive with The Bank of New
York Mellon Corp. (NYSE: BK), a global financial services company. She joined
the bank in 1988 and held a variety of leadership positions, most recently
Executive Vice President and Head of European Country Management and
Corporate Banking. Prior to that, she served in Mumbai, India, as Executive
Vice President, International. During her eighteen-year career at Bank of New
York she had responsibility for clients in the media, telecommunications,
healthcare, retailing, hotels and leisure and financial services industries
in Asia, Europe, and the United States. Ms. Raina also is a director of
RealNetworks (NASDAQ: RNWK), where she serves on the Audit Committee and
chairs the Nominating and Corporate Governance Committee. She is a member of
the International Advisory Board of ODX, Women Corporate Directors, The National
Association of Corporate Directors, a director of Information Services Group,
Inc., and a past member of The US-India Business Council. Age 54. |
| --- | --- |
| | Directors to be Elected by Class B Shareholders |
| ● | Warren J. Baker, a director since 1993, has been President of California Polytechnic
State University since 1979, and was a member of the National Science Board
from 1985 to 1994. He was a Regent of the American Architectural Foundation
from 1995 to 1998; a Fellow of the American Society of Civil Engineers;
Chairman of the Board of Directors of the ASCE Civil Engineering Research
Foundation from 1989 to 1991; Member of the Board of Directors of the
California Council on Science and Technology; Co-Chair of the California
Joint Policy Council on Agriculture and Higher Education from 1995 to 2001;
Board member of the National Association of State Universities and Land Grant
Colleges (NASULGC) from 2003 to 2007; Chair of the NASULGC Commission on
Information Technologies from 2003 to 2006; Member of the NASULGC Commission
on University Science and Mathematics Teacher Education in 2007 to present;
Member of the Executive Committee of the Business-Higher Education Forum
(BHEF); Co-Chair of BHEF Math and Science Education and STEM Initiatives;
Board Member of the Society of Manufacturing Engineers Education Foundation
from 2003 to 2005; Member of the National Academy of Engineering Steering
Committee on Enhancing Community College Pathways to Engineering Careers from
2004 to 2005; Board Member of the Society of Manufacturing Engineers
Education Foundation from 2003 to 2005; a Member of the Board of Governors of
the US-Mexico Foundation for Science; a Director of Westport Innovations,
Inc.; and a Director of MESA California (Mathematics, Engineering and Science
Achievement). Age 71. |
| ● | Richard M. Hochhauser, a director since December 2006 retired in 2008. He had been
President and Chief Executive Officer of Harte-Hanks, Inc. since 2002 and
served as a director from 1996 to 2008. Prior to that, he served as President
and Chief Operating Officer of Harte-Hanks from 1997 to 2002. He has been a
director of that company since 1996. He is an Adjunct Professor at New York
University Graduate School of Business; a member of the Board of the Direct
Marketing Educational Foundation; Trustee of the Jewish Museum; and serves on
the Boards of three other non-profit organizations: Day One, City at Peace
and Reach the World. Age 64. |
| ● | Matthew S. Kissner, a director since 2003, is President and Chief Executive Officer of
The Kissner Group, which consults with private equity firms focusing on
investment opportunities in financial, business and health care services.
Prior to that he was Executive Vice President and Group President, Global
Enterprise Solutions, Pitney Bowes, Inc., from 2004 to 2005; and Executive
Vice President and Group President of Information Based Solutions and
Document Messaging Technologies from 2001 to 2004. He sits on the boards of
private portfolio companies, and is a member of the Board Executive Committee
of the Regional Plan Association. Age 55. |

12

| ● | Eduardo Menascé, a director since December 2006, is the retired President of the
Enterprise Solutions Group for Verizon Communications, Inc. Prior to the
merger of Bell Atlantic and GTE Corporation, which created Verizon
Communications, he served as Chairman and Chief Executive Officer of CTI
MOVIL, S.A. (Argentina), a business unit of GTE Corporation, from 1996 to
2000. He has also held senior positions at CANTV in Venezuela, and Wagner Lockheed
and Alcatel in Brazil. From 1981 to 1992, he served as Chairman of the Board
and Chief Executive Officer of GTE Lighting in France. He is a director of
Pitney Bowes, Inc.; KeyCorp; Hillenbrand Industries, Inc.; Hill-Rom, Inc.;
and the National Association of Corporate Directors New York Chapter. Age 64. |
| --- | --- |
| ● | William J. Pesce has been our President and Chief Executive Officer and a director since
May 1, 1998. He was previously Chief Operating Officer since May 1997;
Executive Vice President, Educational and International Group since February
1996; and Vice President, Educational Publishing since September 1989. He is
a Member of the Board of Overseers of The Stern School of Business at New
York University; the Board of Trustees of William Paterson University; and
the Board of Directors of the Association of American Publishers. Age 58. |
| ● | Bradford Wiley II, a director since 1979, was our Chairman of the Board from January
1993 until September 2002, and was an editor in Higher Education from 1989 to
1998. He was previously a newspaper journalist, viticulturist and winery
manager. Age 68. |
| ● | Peter Booth Wiley, a director since 1984, has been our Chairman of the Board since
September 2002. He is an author and journalist, and a Member of the Board of
the University of California Press. Age 66. |

13

Beneficial Ownership of Directors and Management The table below shows the number of shares of the Company’s Class A and Class B Stock beneficially owned by the current directors, and the executive officers named in the Summary Compensation Table on page 22 and all directors and executive officers of the Company as a group as of July 22, 2009. The percent of total voting power reflected below represents the voting power on all matters other than the election of directors, as described on page 1.

Warren J. Baker	Shares of Class A and Class B Stock Beneficially Owned (1) — A	8,201	Additional Shares Beneficially Owned (2) — A	4,955	Totals — A	13,156	—	—	18,870
	B	—			B	—	—	—
Ellis E. Cousens (4)	A	138,230	A	270,000	A	408,230	1.0 %	—
	B	—			B	—	—	—
Richard M. Hochhauser	A	—			A	—	—	—	1,883
	B	—			B	—	—	—
Kim Jones	A	—			A	—	—	—	8,436
	B	—			B	—	—	—
Stephen A. Kippur (4)	A	235,706	A	82,500	A	318,206	0.6 %	—
	B	—			B	—	—	—
Matthew S. Kissner	A	1,824			A	1,824	—	—	12,018
	B	—			B	—	—	—
Bonnie E. Lieberman (4)	A	139,236	A	229,000	A	368,236	0.8 %	—
	B	—			B	—	—	—
Raymond W. McDaniel, Jr.	A	500			A	500	—	—	8,301
	B	—			B	—	—	—
Eduardo Menascé	A	—			A	—	—	—	1,883
	B	—			B	—	—	—
William J. Pesce (4)	A	914,742	A	852,500	A	1,767,242	3.5 %	1.2 %
	B	—			B	—	—	—
William B. Plummer	A	—			A	—	—	—	13,245
	B	—			B	—	—	—
Eric A. Swanson	A	137,927	A	185,000	A	322,927	0.7 %	—
	B	3,200			B	3,200	—	—
Bradford Wiley II (5)(6)(7)	A	1,362,967			A	1,362,967	3.0 %	1.0 %
	B	2,720,752			B	2,720,752	28.2 %	19.0 %
Peter Booth Wiley (5)(6)(7)	A	1,381,690			A	1,381,690	3.0 %	1.0 %
	B	2,720,752			B	2,720,752	28.2 %	19.0 %
All directors and executive	A	5,978,697	A	1,882,708	A	7,861,405	15.3 %	5.3 %
officers as a
group (22 persons)	B	8,222,052			B	8,222,052	85.3 %	56.6 %

| (1) | This table is based on the
information provided by the individual directors or executives. In the table,
percent of class was calculated on the basis of the number of shares
beneficially owned as determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, divided by the total number of shares issued
and outstanding plus the number of shares of the class issuable to the
individual director or executive officer pursuant to the options exercisable
under the Company’s stock option plans on or before September 22, 2009. |
| --- | --- |
| (2) | Shares issuable pursuant
to options exercisable under the Company’s stock option plans on or before
September 22, 2009. |
| (3) | This amount represents the
number of shares of Class A Common Stock credited to the participating
director’s account pursuant to the Deferred Compensation Plan for Directors’
Fees, described on page 8. The shares will be issued upon the director’s
retirement. |
| (4) | Includes Class A shares of
restricted stock subject to forfeiture awarded under the Company’s long-term
incentive plans as follows: Mr. Pesce—247,942 shares; Mr.
Cousens—88,110 shares; Mr. Kippur—46,758 shares; Ms. Lieberman—56,758
shares; and Mr. Swanson—46,758 shares. |

14

| (5) | Bradford Wiley II and
Peter Booth Wiley, as co-members with Deborah E. Wiley, of the E.P. Hamilton
Trusts LLC, share voting and investment power with respect to 462,338 shares
of Class A Stock and 8,125,536 shares of Class B Stock. For purposes of this
table, each is shown as the owner of one-third of such shares. |
| --- | --- |
| (6) | Bradford Wiley II and
Peter Booth Wiley, as co-trustees with Deborah E. Wiley, share voting and
investment power with respect to 55,072 shares of Class A Stock and 36,720
shares of Class B Stock under the Trust of Esther B. Wiley. For purposes of
this table, each is shown as the owner of one-third of these shares. |
| (7) | Bradford Wiley II and
Peter Booth Wiley, as general partners of a limited partnership with Deborah
E. Wiley, share voting and investment power with respect to 301,645 shares of
Class A Stock owned by the partnership. For purposes of this table, each is
shown as the owner of one-third of such shares. |

| Section 16(a) Beneficial Ownership
Reporting Compliance | Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s officers
and directors, and persons who own more than ten percent of a registered
class of the Company’s equity securities, to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange. Officers, directors and greater than ten percent
shareholders are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file. |
| --- | --- |
| | Based
on our review we believe that during fiscal 2009, our directors, officers and
greater than ten percent beneficial owners met all filing requirements. |
| Compensation Committee Report | The
Executive Compensation and Development Committee has reviewed and discussed
with Company management the Compensation Discussion and Analysis found on
pages 16 through 21 of this Proxy
Statement. Based on this review and discussion, the Compensation Committee
has recommended to the Board of Directors that the Compensation Discussion
and Analysis be included in the Company’s Annual Report on Form 10-K and this
Proxy Statement. |
| | Warren J. Baker, Chairman |
| | Matthew S. Kissner |
| | Eduardo Menascé |
| Performance Graph | ● |

	2004	2005	2006	2007	2008	2009
John Wiley & Sons, Inc.
Class A	$ 100.00	$ 119.26	$ 121.96	$ 126.07	$ 156.61	$ 117.01
Dow Jones Publishing Index	100.00	93.56	89.36	98.67	70.79	45.54
Russell 1000	100.00	105.32	120.71	136.50	127.74	80.57
S&P 400 Midcap	100.00	108.48	137.61	149.78	143.81	96.20

The above graph provides an indicator of the cumulative total return to shareholders of the Company’s Class A Common Stock as compared with the cumulative total return on the Russell 1000, the Dow Jones Publishing Index and the S&P 400 Midcap, for the period from April 30, 2004 to April 30, 2009. The Company has elected to use the Russell 1000 Index as its broad equity market index because it is currently included in that index. Cumulative total return assumes $100 invested on April 30, 2004 and reinvestment of dividends throughout the period.

15

| Compensation Discussion and Analysis | • | Recruit and retain the highest
caliber of executive talent by offering a competitive compensation program. | |
| --- | --- | --- | --- |
| | • | Motivate and reward
executives for achieving strategic and financial objectives through the use
of annual cash incentives. | |
| | • | Align executives’ and shareholders’
interests through awards of equity components that are dependent upon the
performance of the Company and encourage the acquisition of a significant
ownership stake in the Company. | |
| Core
Principles and Practices. The following principles and practices shaped the design and
implementation of our compensation program for fiscal year 2009. The
principles and practices help ensure the following: | | | |
| | • | Compensation is merit
based in that the total compensation opportunity and actual payout for each
executive is based on current responsibilities, future potential and
sustained performance against challenging financial and strategic objectives. | |
| | • | There is a correlation
between compensation (both annual and long-term) and the Company’s
performance. The program is structured such that at executive levels a larger
portion of annual and total compensation is variable, driven by performance
and significantly composed of stock-based compensation. | |
| | • | Executives/members of the
Wiley Leadership Team have a significant, ongoing ownership stake in the
Company to strengthen the alignment of our executives’ interests with those
of our shareholders. | |
| | • | The program is competitive
with the total compensation program of competitor companies in the
publishing/information and media industries when performance goals are
achieved. To that end the Committee annually reviews an independently
researched compensation survey as a guidepost to determine whether the
Company’s compensation levels and programs are competitive and meet the
Company’s stated objectives. The most recent survey, compiled by Towers
Perrin includes publishing/media companies with whom Wiley competes for
business and talent and for whom data is available, as well as other
companies in general industry for positions that are not unique to the
publishing industry. Base salaries, annual incentive awards and long-term
incentive grants are determined within the framework of position
responsibilities, future potential and the competitive market data.
Regression analysis is used to ensure targeted compensation is appropriate to
the size of the Company. | |
| | • | Ordinarily it is in the
best interest of the Company to retain flexibility in its compensation programs
to enable it to appropriately reward, retain and attract executive talent
necessary to the Company’s success. To the extent such goals can be met with
compensation that is designed to be deductible under Section 162(m) of the
Internal Revenue Code of 1986, as amended (the “Code”), such as the 2004 Key
Employee Stock Plan and the Executive Annual Incentive Plan, each approved by
the shareholders in September 2004, such compensation plans will be used.
However, the Committee recognizes that in appropriate circumstances,
compensation that is not deductible under the Code may be paid at the
Committee’s discretion. | |
| The Executive Compensation Program | • | Compensation
Strategy and Philosophy. Our executive compensation program consists of the following elements: | |
| | | • | Base salaries; |
| | | • | Annual cash incentives; |

16

| | Long-term stock based
incentives; |
| --- | --- |
| • | Retirement and other
post-employment benefits; |
| • | Health and welfare
benefits; and |
| • | Perquisites and other
fringe benefits. |
| As
described in greater detail below, individual base salaries, annual cash
incentive awards and long-term incentive grant amounts are determined within
the framework of the executive’s position and responsibility, individual
performance and future leadership potential, as determined by the CEO in
consultation with the Committee, or by the Committee in the case of the CEO,
as well as with regard to the external marketplace. | |
| How We Determine Target Pay Levels. Our
executive compensation program for the named executives and other members of
the Wiley Leadership Team consists of a salary range for each position, a
target cash incentive expressed as a percent of base salary and target long-term
equity awards. Each executive’s base salary range, target annual cash
incentive and long-term incentive award value is reviewed annually and is
adjusted when and if needed, depending on market conditions, to remain
competitive with the external market. The program is designed to pay median
level base salaries, above median level total cash for the achievement of
challenging financial targets and strategic objectives and below median total
cash when those targets are not attained. Third quartile (75th percentile) or
above levels of compensation can be attained when challenging, long–term
financial goals are achieved and accompanied by future share price
appreciation. Competitive benchmark compensation survey market data for each
position is prepared annually by the Committee’s executive compensation
consultant, Towers Perrin, using data from 68 publishing companies in its
annual media industry survey and its general industry survey (793 companies
in fiscal 2009). For publishing/business unit executives only the media
industry survey data is used. For corporate executives, the data is weighted
with a two-thirds weighting to media industry data and a one-third weighting
given to the general industry data. Towers Perrin uses regression analysis to
ensure its recommendations are appropriate for positions in companies of
comparable size to Wiley and/or its businesses. Towers Perrin presents its
annual review to the Committee at its March meeting as a way of assisting the
Committee in ascertaining the competitiveness of the executive compensation
program within our core publishing and information business, as well as
general industry. | |
| Each
year, compensation decisions covering base salary, annual incentives and
stock-based awards are primarily driven by assessments of individual and
Company performance. Comparisons are also made to the compensation survey
data. Individual annual and long-term incentive payments from preceding years
are not used as factors in determining recommendations for the total
compensation opportunity for an upcoming year. | |
| Compensation
for the CEO is established using the same process and philosophy previously
discussed for named executives other than the CEO and members of the Wiley
Leadership Team. The Committee establishes the CEO’s base salary, target
annual incentive and stock-based awards using data from the Towers Perrin
Media Industry and General Industry surveys. The data is regressed based on
revenue to ensure that targeted compensation is appropriate for the CEO of a
company of Wiley’s size in the publishing/media industries, as well as
general industry. In addition, the CEO’s compensation relative to the next
two highest compensated executives is evaluated. | |
| As
noted more fully below and in other sections of this Proxy Statement, a
significant portion of the total direct compensation (defined as base salary,
annual incentives and the value of stock based awards) paid to our named
executive officers is aligned closely with shareholder interests, since it is
based on the attainment of strategic and financial objectives. Approximately
87% of our CEO’s fiscal year 2009 compensation was variable with the annual
incentive payment subject to the achievement of revenue and earnings per
share targets weighted 40% and 60% respectively, and attainment of strategic
objectives; three year earnings per share and cash flow objectives for the
restricted performance share award, and in the case of the stock option
grant, future increases in the Company’s stock price. For the other named
executive officers, the percentages of fiscal year 2009 variable compensation
opportunities ranged from 78% to 81% of total compensation. We believe that
this incentive design provides strong motivation to focus on attaining
results that create shareholder value. | |

17

| How We
Administer the Compensation Program and Link Executive Compensation to
Performance | |
| --- | --- |
| Base Salaries. The base salaries of our
named executive officers are based on a review of the competitive median
marketplace for equivalent executive positions as previously discussed, and
an assessment of the executive’s individual performance evaluated under our
Performance Management Program by the CEO. The Company uses a Performance
Management Program that measures performance against financial goals approved
by the Committee as well as other quantitative and qualitative strategic
objectives established at the beginning of the fiscal year. The Committee
approves the objectives of the CEO, evaluates his performance and discusses its
recommendation with the Board of Directors in executive session. The CEO
evaluates the performance of the members of the Wiley Leadership Team/Named
Executive Officers and presents his ratings and base salary recommendations
to the Committee for its approval. | |
| Base
salary increases, if any, for the CEO and the other named executive officers
are effective July 1 of each year. | |
| Annual Incentives. Annual incentives are
payable for the achievement of annual performance goals established by the
Committee and for individual performance and contributions. In fiscal year
2009, target annual incentives ranged from 75% of base salary for some
executives to 135% of base salary for Mr. Pesce. For fiscal year 2009, the
corporate performance measures were revenue and earnings per share.
Performance goals for individual businesses were based on revenue and EBITA.
Payouts, if any, can range from 0 to 200% of the target incentive, depending
on the level of achievement of financial goals and individual objectives
between threshold and outstanding levels of performance. Financial goals are
based upon a strategic plan presented to and approved by the Board of
Directors annually. | |
| Financial
objectives are weighted at 75% of the target award and individual strategic
objectives are weighted at 25% of the target award. At the end of the
performance cycle a payout factor is calculated using actual results against
the target for the financial measures. This results in a payout from 0% to
200% for financial objectives. A rating from 0 to 200% is also established
for performance on strategic objectives. For members of the Wiley Leadership
Team reporting to the CEO, the CEO completes the rating and strategic
objectives recommendation. For the CEO, the evaluation is done by the
Committee and discussed with the Board of Directors. The results are combined
to produce an award of between 0 and 200% of the targeted award for each
executive participating in the plan. | |
| In
fiscal year 2009, on a performance basis, the Company’s EPS was slightly
above target and revenue was between threshold and target. Based on the
weighting of the two financial measures, and actual financial results
relative to the threshold, target and outstanding levels of performance
established at the beginning of the year, a payout of 88% of target for
corporate financial objectives was achieved. | |
| Long-Term Stock Based Incentives. The
long-term incentive compensation program for executives consists of
restricted performance shares and stock options. These stock-based incentives
are intended to align the interests of management with those of the Company’s
shareholders. | |
| In
administering this program, the Committee considers data from the Towers
Perrin executive compensation survey previously discussed (which utilize
SFAS123R accounting value for equity), and the recommendations of the CEO, to
establish the targeted equity awards (value and number of shares) for each
executive. Approximately 60% of the targeted equity value is awarded in stock
options and 40% of the targeted equity value is awarded in restricted
performance shares. The Committee believes the combined grants of stock
options and restricted performance shares provide an appropriate balance
between risk and potential reward and serve as an effective retention tool
for superior performers. The Committee believes that having a portion of the
long-term value contingent upon achieving financial objectives that drive
shareholder value (EPS and cash flow) is in our shareholders’ interests. The
Committee also believes that having a portion of the long-term value in stock
options ensures that the executives will not receive the full targeted value
unless shareholders also see a commensurate rise in the actual stock price. | |
| • | Restricted Performance Shares. At the
beginning of each fiscal year a new three year long-term incentive cycle
begins. At that time, the Committee, utilizing the data and |

18

| | process
described above, establishes the targeted number of restricted performance
shares for each executive and the CEO. During the performance period, no
shares are issued and consequently the executive has neither voting nor
dividend rights to those shares. At the end of the three year performance
cycle, actual shares are awarded based upon performance against established
earnings per share and cumulative cash flow goals set at the beginning of the
performance cycle. The number of shares awarded can range from 0 to 200% of
the target award. Once awarded, the shares become restricted for a two year
period and vest 50% on the first anniversary after the end of the performance
period and 50% on the second anniversary after the end of the performance
period. During the restricted period, the executives are entitled to voting
and dividend rights on the shares earned. The Committee has the right to
accelerate the vesting for earned shares in the case of an executive’s
retirement, death or disability. For the 2007-2009 performance cycle, on a
performance basis, EPS was at the outstanding level and cash flow was greater
than target resulting in a payment of 186% of the targeted shares. |
| --- | --- |
| • | Stock Options. Option grants are generally
awarded on an annual basis, have terms of ten years and generally vest 50% in
the fourth year and 50% in the fifth year from the date of grant. All
employees’ stock options have exercise prices that are equal to the closing
price of Class A Stock as of the grant date. The grant date is five business
days after the earnings release for the full fiscal year. The ultimate value
of the stock option grants is aligned with increases in shareholder value and
is dependent upon increases in the market price per share over and above the
grant price. In fiscal year 2009, all executives, including the CEO, received
approximately 60% of their targeted long-term incentive value in stock
options. |
| • | Ownership Guidelines |
| | The
Committee believes that the ultimate goal of the long-term incentive program
is to align the interests of shareholders and management. To reinforce this
principle, the Committee established stock ownership guidelines for all
officers participating in the long-term incentive program. Ownership
guidelines are four times base salary for the CEO and two and one-half times
base salary for all other officers participating in the long-term incentive
program. Participants have five years in which to attain these guidelines.
All but one of the executives with at least five years of service have met or
exceeded their targeted shareholdings. |
| Retirement and Post-Employment Benefits. All named executive officers are eligible to participate in the Company’s
qualified savings and retirement plans. However, because the tax rules
governing qualified retirement plans place significant limitations on the
benefits which can be paid to executives, the Company has adopted two
nonqualified deferred compensation plans to supplement their qualified
retirement benefits. All nonqualified deferred compensation plans, including
the SERP and the Excess Plan, have been brought into compliance with Section
409A of the Code in a timely manner. | |
| • | Supplemental Executive Retirement Plan (the “SERP”). To assure that executives were provided with an adequate retirement income,
in 1983 the Company implemented the SERP. The SERP provided an annual benefit
for ten years based on a percentage of base salary. |
| | In 1989, in
conjunction with a review of all of the Company’s retirement plans, the SERP
was enhanced (the “1989 SERP”) by adding an alternative calculation, which
took into account annual cash incentives, recognizing the growing importance
of annual incentives in executives’ pay packages. The change was designed to
assist the Company in attracting and retaining mid-career executives. |
| | In 2004, as
part of its oversight duties in looking at the value of the total
compensation and retirement benefits, the Committee directed management to
survey similar SERPs to assess the appropriateness and competitiveness of the
Company’s plan and to ensure that it was following the best practices. Towers
Perrin performed the study, finding Wiley’s SERP to be unusual in two
respects: benefits were not related to service and the benefit was payable
over the ten years following retirement, rather than the more typical
benefit, which is calculated based on service and payable over the
executive’s lifetime after retirement. Based on these findings, we asked
Towers Perrin to design a revised SERP which addressed these issues. |

19

| | • | The
result—the “2005 SERP”—was approved by the Board of Directors and implemented
effective January 1, 2005. The 2005 SERP did not replace the 1989 SERP, but
rather allowed certain active SERP participants to elect, prior to December
31, 2005, to waive participation and rights to all benefits under the 1989
SERP and instead receive all benefits for both past and future service under
the 2005 SERP. The 1989 SERP was closed to new participants effective March
9, 2005. The SERPs are more fully described in the notes to the “Pension
Benefits Table” on page 25. — Nonqualified Supplemental Benefit Plan (the “Excess Plan”). In 1986, the Excess Plan was adopted by the Board of Directors to restore benefits
lost under the Retirement Plan of John Wiley & Sons, Inc. due to
limitations imposed by IRS regulations. |
| --- | --- | --- |
| | • | Post-Employment Benefits. Depending on the
circumstances of their termination, the named executives are eligible to
receive severance benefits in the form of base salary as a lump-sum payment,
annual incentive, healthcare benefits and accelerated vesting of all equity
as determined by the provisions in their employment agreements, which are
discussed in detail starting on page 28. Under a dismissal without cause or
Resignation for Good Reason following a change of control, base salary and
target annual incentive are payable for 36 months for the CEO, and 24 months
for the other named executives. The Company believes that it serves the best
interest of the Company and its shareholders to have executives focus on the
business merits of mergers and acquisitions without undue concern for their
personal financial outcome. |
| | | Under
certain circumstances, the payments made in connection with a change in
control may be considered to be “excess parachute payments” under Section
280G of the Code and may not be deductible as compensation by the Company. In
addition, Section 4999 of the Code levies an excise tax on the executive
receiving the payment in the amount of 20% of the excess amount. The Company
will “gross-up” the executive for this excise tax if the amount of the
payment exceeds the “excess parachute payment limit” by more than 15%;
otherwise, the total payments made to the executive in connection with the
change of control will be reduced to below the “excess parachute payment
limit.” |
| | | These
post-termination benefits are more fully described in the notes to the
Payments upon Termination and Change of Control on page 28. |
| | • | Perquisites and other Benefits. The Company
provides perquisites and other benefits, which average $12,047, to the named
executive officers. These may include financial planning and tax preparation,
an allowance for business and health club memberships, parking in the
headquarters building, and annual physical examinations. Although not a
perquisite, Mr. Swanson, whose position has required spending approximately
40% of his time in Oxford, England since the acquisition of Blackwell
Publishing in February 2007, has been allowed the use of a Company-leased
apartment and automobile in Oxford. These are being provided in lieu of
reimbursement for hotel and transportation expenses while conducting company
business. The company-leased apartment and automobile are available and have
been used by other company business guests throughout the year and are not
made exclusively available for Mr. Swanson. On two occasions, the Company
paid for his spouse to travel with him to Oxford. |
| Fiscal
Year 2009 CEO Compensation | In
establishing Mr. Pesce’s compensation for fiscal year 2009, the Committee
applied the principles outlined in this report in the same manner that they
were applied to other executives. Base salary, annual incentive, and
long-term incentive grant guidelines and awards were determined within the
framework of the CEO’s responsibilities, individual performance and the
external marketplace. In this regard, the Committee considered all of the
variables and made determinations after considering all of the data. | |
| | For
fiscal year 2009, a year of unprecedented economic turmoil in the United
States and around the world, the Committee noted that under Mr. Pesce’s
leadership the Company achieved 3% revenue growth and 22% EPS growth on a
currency neutral basis. | |
| | Mr.
Pesce’s 2009 compensation consisted of the following: | |
| | • | Base Salary. Effective July 1, 2008 the
Committee increased Mr. Pesce’s base salary by 4.8% to $980,000 using the
data and process previously described. The increase was |

20

| | • | made to
reflect the financial success in fiscal year 2008 and Mr. Pesce’s outstanding
leadership of the core business, including progress with strategic
investments in technology, developing new business models, and enhancing
leadership development in the organization while completing the integration
of the Blackwell acquisitions. — Annual Incentive. In June of 2008, the
Committee determined the target annual incentive award for Mr. Pesce to be 135%
of base salary ($1,323,000), contingent upon the achievement of financial
goals and strategic objectives approved by the Committee at that meeting,
consistent with the Executive Annual Incentive Plan (EAIP). Based on the
Company’s aggregate performance against financial goals on a currency neutral
basis as discussed above, and the Committee’s evaluation of Mr. Pesce’s
performance against strategic objectives established and reviewed by the
Committee, an annual incentive of $1,454,970 was awarded. |
| --- | --- | --- |
| | • | Long-Term Stock Based Incentives. In June of
2008, Mr. Pesce received long-term incentive awards consisting of 40,000
restricted performance shares, which will be issued in June of 2011,
contingent upon the attainment of financial goals as discussed above, and
which will vest as follows: 50% April 30, 2012, 50% April 30, 2013. It is
important to note that financial results in fiscal 2011 must be achieved at
the threshold level in order for any portion of this award to be earned. In
addition, Mr. Pesce was awarded stock options for 200,000 shares vesting as
follows: 50% on April 30, 2012 and 50% of April 30, 2013. These awards, along
with those of other named executives, are disclosed in the option grants and
long-term incentive plan awards tables which follow. |
| | • | Payout of 2007 Long-Term Performance Share Award. In June of 2009, the Committee reviewed and approved the degree of
achievement and award payout to Mr. Pesce for the 2007 long-term incentive
program (fiscal years 2007, 2008 and 2009), which concluded on April 30,
2009. Based on the achievement of EPS and cumulative cash flow goals in
excess of long-term incentive targets, resulting in a payout factor of 186%,
Mr. Pesce was awarded 74,312 restricted performance shares vesting as follows:
50% April 30, 2010 and 50% April 30, 2011. |
| | | In making
this award, the Committee noted that on a performance basis the Company
exceeded its long-term incentive program targets, substantially assisted by
the successful performance of the Blackwell acquisition. It noted that the
long-term incentive program provides for the inclusion of acquisitions made
within the performance cycle to encourage management to make acquisitions
which accelerate the growth of earnings and cash flow. In this case the Committee
decided that there was no need to apply negative discretion, as the payment
in excess of target was the result of the accretive earnings and cash flow of
Blackwell, which benefits shareholders. |
| | | In
developing this CD&A, the Committee believes it is important to note that
the base salary adjustments granted to all the Company’s senior officers for
fiscal year 2009 were made in June 2008 prior to the economic downturn and
were based on market data and the Company’s successful performance in the
previous fiscal year (2008). In June 2009, management recommended and the
Committee agreed to freeze base salaries and targeted cash compensation for
all senior officers in fiscal year 2010, despite the successful performance
in fiscal year 2009, reflecting the economic environment. |
| Closing
Statement | The
executive compensation program discussed here is based on our beliefs that: | |
| | • | The quality
of our leadership is among the most important determinants of the Company’s
success. |
| | • | Our ability
to attract and retain those industry leaders who will ensure our success
requires a competitive, performance-based compensation program. |
| | • | Our
shareholders are best served by providing our senior executives with
appropriate financial rewards directly linked to the long-term success of the
Company. |
| | • | Our senior
executives must share in the risks as well as the rewards in achieving the
Company’s challenging performance goals. |
| We
believe that the Company’s executive compensation program meets the goals and
objectives discussed above. | | |

21

Summary								Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) [h]
Compensation
Table
							Non- Equity Incentive Plan Compen- sation ($) [g]
									All Other Compen- sation ($) [i]
				Stock Awards ($) [e]		Option Awards ($) [f]
		Salary ($) [c]	Bonus ($) [d]							Total ($) [j]
Name [a]	Year [b]
William J. Pesce	2009	972,500	578,813	(63,943	)	4,407,180	876,157	340,290	98,917	7,209,914
	2008	924,167	584,374	2,226,424		4,170,747	1,271,016	711,699	75,317	9,963,744
	2007	863,333	478,500	1,685,966		2,814,480	913,696	1,293,470	62,401	8,111,846
Ellis E. Cousens	2009	562,500	178,750	87,352		1,059,740	364,238	6,908	46,124	2,305,612
	2008	515,833	229,688	578,311		827,433	570,938	212,057	42,051	2,976,311
	2007	466,667	235,000	525,065		665,370	448,733	553,021	35,113	2,928,969
Eric A. Swanson	2009	529,167	167,188	72,793		1,195,300	453,312	714,020	22,990	3,154,770
	2008	495,833	218,750	481,926		1,089,713	506,438	573,399	8,206	3,374,265
	2007	395,833	140,625	437,554		699,940	277,172	995,479	31,097	2,977,700
Stephen A. Kippur	2009	506,667	153,000	72,793		1,226,830	84,437	67,006	53,733	2,164,466
	2008	464,583	171,500	481,926		1,176,523	173,736	506,732	51,060	3,026,060
	2007	456,667	149,500	437,554		805,040	430,077	1,208,035	45,807	3,532,680
Bonnie E. Lieberman	2009	382,500	144,375	72,793		1,115,300	416,739	245,269	43,522	2,420,498
	2008	366,667	111,000	481,926		1,050,547	193,210	504,012	39,785	2,747,147
	2007	347,500	105,000	437,554		692,848	328,060	335,684	30,508	2,277,154

| (d) and (g): | The total
annual incentive for 2009 is divided between columns (d) and (g). The amount
shown in column (g) was earned based on the achievement of pre-established
corporate and business financial measures—including revenue and
profit—approved by the Committee. The amount shown in column (d) is the
portion of the annual incentive that was approved by the Committee based on
achievement of strategic milestones that are designed to drive improved
performance for the Company in the future. |
| --- | --- |
| (e): | Represents
the compensation costs of restricted performance shares granted since 2006
for financial reporting purposes for the year under SFAS 123R. Restricted
performance shares were granted under the Company’s 2004 Key Employee Stock
Plan. Refer to Notes 2 and 15 in the Notes to the Consolidated Financial
Statements in the Company’s 2009 Annual Report for the assumptions used in
determining FAS 123R values. The amounts shown in this column include a
reduction of the expense recognized to date to reflect the current estimated
payout levels. |
| (f): | Represents
the compensation costs of stock options granted since 2004 for financial
reporting purposes for the year under SFAS 123R. Stock options were granted
under the Company’s 1999 Long-Term Incentive Plan and 2004 Key Employee Stock
Plan. Refer to Notes 2 and 15 in the Notes to the Consolidated Financial
Statements in the Company’s 2009 Annual Report for the assumptions used in
determining SFAS 123R values. There can be no assurance that the SFAS 123R
value will ever be realized. |
| (h): | Represents
the aggregate change in actuarial present value of the executive’s
accumulated benefit under all defined benefit and actuarial pension plans
(including supplemental plans) from April 30, 2008 to April 30, 2009. Note
that the aggregate present values shown in the 2008 Pension Benefits Table
for the SERP and Excess Plan were based on estimated annual incentive
amounts. If the final annual incentive amounts were used, the aggregate
present value for the named executive officers’ nonqualified defined benefit
pension plans as of April 30, 2008, in total (SERP plus the Excess Plan),
would have been for Messrs. Pesce, Cousens, Swanson, Kippur and Ms.
Lieberman: $8,778,498; $2,848,896; $4,222,517; $3,855,411; and $2,202,910,
respectively. The aggregate change reflected in this column is based on the
final April 30, 2008 values shown in this note rather than the estimated
values reflected in the 2008 Pension Benefits Table. |
| (i): | All Other
Compensation includes the following in 2009: |
| • | Accrued
dividends on non-vested restricted stock for Messrs. Pesce, Cousens, Swanson
and Kippur and Ms. Lieberman valued at $49,670, $16,177, $9,706, $13,481, and
$13,481, respectively. |

22

| • | Employer
contributions to the Company 401(k) plan and Deferred Compensation Plan
(including Messrs. Pesce and Kippur’s, valued at $28,247 and $14,896,
respectively.) |
| --- | --- |
| • | Perquisites
(financial planning, club membership fees, parking benefits) for Messrs.
Pesce, Cousens, Swanson, Kippur and Ms. Lieberman, valued at $13,200,
$14,291, $3,900, $15,642 and $13,200, respectively). |
| • | Messrs.
Pesce, Cousens, Swanson, Kippur and Ms. Lieberman received reimbursement for
taxes on the value of all perquisites in the amounts of $7,799, $8,006,
$1,012, $9,714 and $7,469, respectively. |

Grants of Plan-Based		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Option Awards: Number of Securities Underlying Options (#) [j]	Exercise or Base Price of Option Awards ($/Sh) [k]	Value of Awards Granted During the Fiscal Year ($) [l]
Awards Table
	Grant Date [b]	Threshold ($) [c]	Target ($) [d]	Maximum ($) [e]	Threshold (#) [f]	Target (#) [g]	Maximum (#) [h]
Name [a]
William J. Pesce	6/26/08				10,000	40,000	80,000	200,000	47.55	6,972,000
Ellis E. Cousens	6/26/08				3,000	12,000	24,000	65,000	47.55	2,170,800
Eric A. Swanson	6/26/08				2,500	10,000	20,000	55,000	47.55	1,822,200
Stephen A. Kippur	6/26/08				2,500	10,000	20,000	55,000	47.55	1,822,200
Bonnie E. Lieberman	6/26/08				2,500	10,000	20,000	50,000	47.55	1,743,000

| (f) to (h): | Represents
the restricted performance share awards granted for the 2009 through 2011
performance period pursuant to the 2004 Key Employee Stock Plan. Financial
performance measures and relative weighting of each performance measure, as
well as the threshold, target and outstanding levels of performance, are set at
the beginning of the three-year plan cycle. Earnings per share is the
performance measure used for the FY2009-11 performance cycle. No long-term
incentive is payable unless the threshold performance level is reached for
earnings per share. The restricted performance shares, if earned, vest as to
50% on April 30, 2012 and the remaining 50% on April 30, 2013. |
| --- | --- |
| (j): | Option
grants are awarded on an annual basis, have terms of ten years and generally
vest 50% in the fourth year and 50% in the fifth year from the date of grant.
All employees’ stock options have exercise prices that are equal to the grant
date closing market price of Class A Stock. In fiscal 2009 all executives
received approximately 60% of their targeted long-term incentive in stock
options. |
| (k): | The closing
stock price on June 26, 2008. The exercise price of all stock options may not
be less than 100% of the fair market value of the stock on the date of grant. |
| (l): | The grant
date fair value under SFAS 123R of the restricted performance share awards
was $47.55. The grant date fair value under SFAS 123R of stock option awards
was $15.84. Refer to Note 15 in the Notes to the Consolidated Financial
Statements in the Company’s 2009 Annual Report for the assumptions made in
determining SFAS 123(R) values. Compensation expense relating to the
restricted performance shares is recognized based on the current projected
payout level, which may differ from the maximum payouts shown above. Maximum
value payouts will only occur if the Company reaches preset “outstanding”
performance benchmarks. |

23

Outstanding Equity Awards at Fiscal Year End

Name [a]	Option Awards — Number of Securities Under- lying Unexer- cised Options (#) Exercisable [b]	Number of Securities Underlying Unexer- cised Options (#) Unexer- cisable [c]	Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) [d]	Option Exercise Price ($) [e]	Option Expiration Date [f]	Stock Awards — Number of Shares or Units of Stock That Have Not Vested (#) [g]		Market Value of Shares or Units of Stock That Have Not Vested ($) [h]	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) [i]		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) [j]
William J. Pesce	100,000			$ 23.56	6/21/2010	28,630 (1	)	970,557
	85,000			$ 23.40	6/20/2011	74,312 (2	)	2,519,177
	175,000			$ 24.95	6/19/2012				65,000 (3	)	2,203,500
	200,000			$ 25.32	6/17/2013				40,000 (4	)	1,356,000
	200,000			$ 31.89	6/22/2014
	92,500			$ 38.55	6/21/2015
		92,500 (1	)	$ 38.55	6/21/2015
		190,000 (2	)	$ 33.05	6/21/2016
		200,000 (3	)	$ 48.46	6/27/2017
		200,000 (4	)	$ 47.55	6/25/2018
Ellis E. Cousens	40,000			$ 19.27	3/18/2011	9,816 (1	)	332,762
	35,000			$ 23.40	6/20/2011	22,294 (2	)	755,767
	50,000			$ 24.95	6/19/2012				12,000 (3	)	406,800
	55,000			$ 25.32	6/17/2013				12,000 (4	)	406,800
	60,000			$ 31.89	6/22/2014
	30,000			$ 38.55	6/21/2015
		30,000 (1	)	$ 38.55	6/21/2015
		60,000 (2	)	$ 33.05	6/21/2016
		65,000 (3	)	$ 48.46	6/27/2017
		65,000 (4	)	$ 47.55	6/25/2018
Stephen A. Kippur	55,000			$ 31.89	6/22/2014	8,180 (1	)	277,302
	27,500			$ 38.55	6/21/2015	18,578 (2	)	629,794
		27,500 (1	)	$ 38.55	6/21/2015				10,000 (3	)	339,000
		55,000 (2	)	$ 33.05	6/21/2016				10,000 (4	)	339,000
		55,000 (3	)	$ 48.46	6/27/2017
		55,000 (4	)	$ 47.55	6/25/2018
Eric A. Swanson	30,000			$ 23.40	6/20/2011	8,180 (1	)	277,302
	40,000			$ 24.95	6/19/2012	18,578 (2	)	629,794
	40,000			$ 25.32	6/17/2013				10,000 (3	)	339,000
	50,000			$ 31.89	6/22/2014				10,000 (4	)	339,000
	25,000			$ 38.55	6/21/2015
		25,000 (1	)	$ 38.55	6/21/2015
		50,000 (2	)	$ 33.05	6/21/2016
		55,000 (3	)	$ 48.46	6/27/2017
		55,000 (4	)	$ 47.55	6/25/2018
Bonnie E. Lieberman	50,000			$ 23.56	6/21/2010	8,180 (1	)	277,302
	27,000			$ 23.40	6/20/2011	18,578 (2	)	629,794
	37,000			$ 24.95	6/19/2012				10,000 (3	)	339,000
	40,000			$ 25.32	6/17/2013				10,000 (4	)	339,000
	50,000			$ 31.89	6/22/2014
	25,000			$ 38.55	6/21/2015
		25,000 (1	)	$ 38.55	6/21/2015
		50,000 (2	)	$ 33.05	6/21/2016
		50,000 (3	)	$ 48.46	6/27/2017
		50,000 (4	)	$ 47.55	6/25/2018

| (1) | Remaining 50% of award
vests on April 30, 2010 |
| --- | --- |
| (2) | Award vests 50% on April
30, 2010 and 50% on April 30, 2011 |
| (3) | Award vests 50% on April
30, 2011 and 50% on April 30, 2012, subject to attainment of performance
objectives. |
| (4) | Award vests 50% on April
30, 2012 and 50% on April 30, 2013, subject to attainment of performance
objectives. |
| (e): | The exercise price of all
stock options may not be less than 100% of the fair market value of the stock
on the date of grant. |
| (f): | Stock options have a term
of 10 years. |

24

| (g): | Represents the remaining
half of the restricted performance shares earned for the 2006 to 2008
long-term incentive cycle which will vest on April 30, 2010, and all of the
shares earned for the 2007 to 2009 long-term incentive cycle half of which
will vest on April 30, 2010 and half of which will vest on April 30, 2011. |
| --- | --- |
| (i): | Represents the target
number of restricted performance shares granted but yet-to-be earned for the
2008-2010 and 2009-2011 long-term incentive cycles. The 2008-2010 shares, if
earned, will vest half on April 30, 2011 and half on April 30, 2012. The
2009-2011 shares, if earned, will vest half on April 30, 2012 and half on
April 30, 2013. |

Option Exercises and Stock Vested Table

Name [a]	Option Awards — Number of Shares Acquired on Exercise (#) [b]	Value Realized on Exercise Vesting ($) [c]	Stock Awards — Number of Shares Acquired on Vesting (#) [d]	Value Realized on Vesting ($) [e]
William J. Pesce	194,436	3,919,002	66,890	2,267,571
Ellis E. Cousens	0	0	21,294	721,867
Eric A. Swanson	54,000	1,314,180	17,745	601,556
Stephen A. Kippur	105,000	1,594,112	17,745	601,556
Bonnie E. Lieberman	20,000	183,106	17,745	601,556

| (c): | The value realized on
exercise represents the excess of the fair market value of the underlying
securities purchased on the date of exercise over the exercise price
contained in the option. |
| --- | --- |
| (d): | Vesting of half each of
the restricted performance shares earned from the 2005-07 and 2006-08
Executive long-term incentive programs on April 30, 2009, granted pursuant to
the 1999 Long-Term Incentive Plan and the 2004 Key Employee Stock Plan. |
| (e): | The value realized on the
vesting of restricted stock awards represents the value of stock no longer
subject to a risk of forfeiture or other restrictions, obtained by
multiplying the number of shares of stock released from such restrictions by
the fair market value of those shares on April 30, 2009. |

Pension Benefits Table

Name [a]	Plan [b]	Number of Years Credited Service (#) [c]	Present Value of Accumulated Benefit ($) [d]	Payments During Last Fiscal Year ($) [e]
William Pesce	Qualified Plan	20	452,419	0
	Excess Plan	20	1,298,564	0
	SERP	20	7,837,027	0
Ellis Cousens	Qualified Plan	8	132,669	0
	Excess Plan	8	427,008	0
	SERP	8	2,428,110	0
Eric Swanson	Qualified Plan	20	553,028	0
	Excess Plan	35	1,035,613	0
	SERP	35	3,898,167	0
Stephen Kippur	Qualified Plan	30	937,632	0
	Excess Plan	30	1,021,615	0
	SERP	30	2,912,860	0
Bonnie Lieberman	Qualified Plan	19	561,248	0
	Excess Plan	19	294,008	0
	SERP	19	2,159,932	0

| (c): |
| --- |
| The named executives are
entitled to retirement benefits under three defined benefit plans of the
Company: The Employees Retirement Plan of John Wiley & Sons, Inc. (the
“Qualified Plan”), the Nonqualified Supplemental Retirement Plan (the “Excess
Plan”), and the Supplemental Executive Retirement Plan (the “SERP”). |

The amounts shown in the table above for all plans represent the actuarial present values of the executive’s accumulated benefits accrued as of April 30, 2009, calculated using the same assumptions in footnote [14] of the Company’s financial statements, except that the SERP benefit for Messrs. Pesce and Cousens calculated under the 1989 SERP has no mortality assumption and under the 1989 and 2005 SERP, no recognition of future salary increases or pre-retirement mortality.

25

| The Employees Retirement Plan of John Wiley
& Sons, Inc. (the Qualified Plan) | A
description of each plan follows: — The
Company sponsors a qualified defined benefit pension plan to provide
retirement benefits to U.S. based employees of the Company. The Plan pays
benefits at retirement to participants who terminate or retire from the
Company after meeting certain eligibility requirements. Prior to January 1,
2005, benefits under the Qualified Plan provided for annual normal benefits
payable at normal retirement age of 65 based on certain factors times average
final compensation times years of service not to exceed 35 (the “Previous
Benefit Formula”). | | |
| --- | --- | --- | --- |
| | Effective
January 1, 2005 the Qualified Plan formula was revised to provide covered
participants with enhanced future benefits. After January 1, 2005, benefits
are calculated as the sum of: | | |
| | • | a frozen benefit as of
December 31, 2004, calculated under the Previous Benefit Formula, plus | |
| | • | an annual benefit earned
for benefit service after January 1, 2005. The amount of each year’s accrual
is the sum of: | |
| | | o | total annual compensation
(annual base salary, plus 100% of bonus) for the year up to and including 80%
of that year’s Social Security Wage Base times 1.0%, plus |
| | | o | total annual compensation
for the year in excess of 80% of that year’s Social Security Wage Base times
1.3%. |
| | The
plan recognizes a maximum of 35 years of benefit service. If the total
benefit service is greater than 35 years at age 65, the benefit will be equal
to the 35 consecutive years of benefit accruals that produce the highest
combined amount. | | |
| | The
plan provides for retirement as early as age 55 with ten years of service.
The age 65 benefit is reduced by 4% per year for each year less than 65,
unless a participant has 20 years of service, in which case the participant
can retire as early as age 62 without an early retirement reduction. | | |
| | The
frozen benefit calculated under the Previous Benefit Formula for the combined
Qualified Plan and the Excess Plan described below for Messrs. Pesce,
Cousens, Swanson, Kippur, and Ms. Lieberman is $88,581, $35,074, $115,562,
$139,824, and $46,108, respectively. | | |
| | Messrs.
Pesce, Swanson, Kippur, and Ms. Lieberman are eligible for early retirement
under this plan. | | |
| The Nonqualified Supplemental Retirement
Plan (the Excess Plan) | The
Excess Plan provides benefits that would otherwise be denied participants by
reason of certain Code limitations on the tax-qualified benefit. In addition,
the Excess Plan provides benefits to certain individuals which arise from
additional service credit granted for previous employment with acquired companies.
Mr. Swanson is credited with 15 additional years of benefit service under
this provision for his employment with Alan R. Liss, Inc, which has the
effect of increasing his frozen benefit under the Previous Benefit Formula by
$57,153, which is included in the above figure. | | |
| | Average
final compensation and total annual compensation are determined under the
Excess Plan in the same manner as under the Qualified Plan, except that a
participant’s compensation is not subject to the limitations under the Code.
Years of service under the Qualified Plan and the Excess Plan are the number
of years and months, limited to 35 years, worked for the Company and its
subsidiaries after attaining age 21. | | |
| | Messrs.
Pesce, Swanson, Kippur, and Ms. Lieberman are eligible for early retirement
under this plan. | | |
| Supplemental Executive Retirement Plan (the
SERP) | In
March 2005, the Board froze participation in the existing 1989 SERP and
adopted the 2005 SERP. All active participants in the 1989 SERP, except those
who were directors, 5% owners or who were within two years of the normal
retirement age of 65, were given the option, prior to December 31, 2005, to
waive their right to all benefits under the 1989 SERP and receive benefits under
the 2005 SERP in consideration of that waiver. Four participants elected to
do so, including Messrs. Swanson and Kippur, and Ms. Lieberman. Mr. Pesce and
Mr. Cousens remain in the 1989 SERP. | | |

26

| The benefit
under the 1989 SERP is the higher of the “primary” or the “additional”
benefit. | |
| --- | --- |
| • | The primary
benefit consists of ten annual payments commencing at retirement (at or after
age 65) determined by multiplying the participant’s base salary rate at
retirement by 2.5, reducing the result by $50,000 and dividing the remainder
by five. The plan also provides for an alternative early retirement benefit
for participants who retire after age 55 with five years of service, a
reduced payment for participants whose employment is terminated prior to age
65 other than on account of death (and who do not qualify for early
retirement) and a survivor benefit for the beneficiaries of a participant who
dies prior to age 65 while employed by the Company or an affiliate. |
| • | The
additional benefit provides participants with a guaranteed total annual
retirement benefit beginning at age 65 for ten years of 50%, 55%, or 65% (the
“Applicable Percentage”) of average compensation, defined as base salary and
annual incentive, over the executive’s highest three consecutive years. This
amount is reduced by the retirement benefits under the Qualified Plan, the
Excess Plan and the primary benefit above. The Applicable Percentage for
Messrs. Pesce and Cousens is 65%, and 55%, respectively. |
| The
2005 SERP provides a lifetime annual benefit determined by multiplying the
executive’s average compensation over the highest three consecutive years
times a service factor, which is the sum of years of service up to 20 years
times 2%, plus years of service in excess of 20 times 1%, to a maximum of 35
years total. The 2005 SERP provides a reduced early retirement benefit for
participants calculated in the same manner as the 1989 plan. The participant
may elect to receive his or her benefit in the form of a joint and survivor
benefit on an actuarial equivalent basis. All other terms of the 2005 SERP
are substantially the same as the 1989 SERP. | |
| Messrs.
Pesce, Cousens, Swanson, Kippur, and Ms. Lieberman are eligible for early
retirement under this plan. | |

Nonqualified Deferred Compensation (NQDC) Table	Executive Contributions in Last FY ($) (b)	Registrant Contributions in Last FY ($) (c)	Aggregate Earnings in in Last FY ($) (d)	Aggregate Withdrawals/ Distributions ($) (e)	Aggregate Balance at Last FYE ($) (f)
William J. Pesce	585,792	20,897	(1,355,521)	N/A	2,572,689
Ellis E. Cousens	N/A	N/A	N/A	N/A	N/A
Eric Swanson	N/A	N/A	N/A	N/A	N/A
Stephen A. Kippur	20,490	7,800	(84,982)	N/A	279,478
Bonnie E. Lieberman	130,925	2,160	91,899	N/A	1,490,096

| Participants
in the company’s Nonqualified Deferred Compensation Plan (the “NQDC Plan”)
may elect to defer up to 25% of their base salary, or up to 100% of their
annual cash incentive compensation. |
| --- |
| If
the participant’s Company matching contributions under the Employees’ Savings
Plan are restricted due to code contribution or compensation limitations,
he/she is eligible to receive a Company matching contribution of up to 3% of
base salary deferred under the NQDC Plan. |
| Participants
designate one or more investment funds which are used to measure the income
credited to their account. Although not required to do so, the Company has
elected to invest the funds deferred under the plan substantially as directed
by the participants. The funds available for the last fiscal year and their
returns for the year are shown below: |

| Vanguard VIF
Money Market | 2.17 |
| --- | --- |
| Fidelity VIP
Investment Grade Bond Svc | -2.66 % |
| T. Rowe
Price Personal Strategy Balanced | -28.73 % |
| American
Funds IS Growth-Income 2 | -36.54 % |
| Fidelity VIP
Equity Income Svc | -44.97 % |
| Fidelity VIP
Index 500 Initial | -38.03 % |
| Janus Aspen
Forty Svc | -41.25 % |
| Fidelity VIP
Mid Cap Svc | -35.67 % |
| Oppenheimer
VA Main Street Samll Cap NS | -40.34 % |
| Gartmore
NVIT International Growth I | -47.57 % |
| Northwestern
Mutual Life Insurance | 6.83 % |

27

| Account
balances under the NQDC Plan are distributed to participants in accordance
with their individual elections made at the time of the deferral election.
Participants may elect to receive their contributions on a designated date or
upon separation of service, subject to the restrictions of Section 409A of
the Code. Distributions on account of termination or retirement are paid in
15 equal annual installments and distributions occurring as of a designated
date prior to termination are paid in a lump sum. |
| --- |
| Amounts
in column (b) are included in columns (c), (d), and (g) on the Summary
Compensation Table. |

Payments upon Termination and Change of Control William J. Pesce

| Executive
Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) |
| --- | --- | --- | --- | --- |
| Compensation: | | | | |
| Severance — Base Salary | $ 0 | $ 0 | $ 2,940,000 | $ 2,940,000 |
| Severance — Annual Incentive | $ 0 | $ 0 | $ 3,969,000 | $ 3,969,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 1,454,970 | $ 1,323,000 |
| ELTIP — Restricted Performance Shares | $ 0 | $ 0 | $ 3,559,500 | $ 3,559,500 |
| Restricted Stock (Performance Shares Earned but | | | | |
| Not Vested) (5) | $ 3,489,734 | $ 3,489,734 | $ 3,489,734 | $ 3,489,734 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 161,500 |
| Benefits (2) | $ 0 | $ 0 | $ 39,977 | $ 39,977 |
| SERP (3) | $ 8,148,550 | $ 8,148,550 | $ 8,148,550 | $ 11,836,683 |
| Excess Plan (3) | $ 1,695,100 | $ 1,695,100 | $ 1,695,100 | $ 1,695,100 |
| Qualified Plan (3) | $ 604,199 | $ 604,199 | $ 604,199 | $ 604,199 |
| NQDC (4) | $ 2,572,689 | $ 2,572,689 | $ 2,572,689 | $ 2,572,689 |
| 280G Tax Gross-up | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 16,510,272 | $ 16,510,272 | $ 28,473,729 | $ 32,191,382 |

| (1) | Reflects the
intrinsic value of those stock options that become vested because of the
change of control based on the 4/30/2009 closing stock price ($33.90). |
| --- | --- |
| (2) | Presumes
benefits are similar to those available to salaried employees and therefore
do not need to be disclosed, except for in the dismissal columns. |
| (3) | Amounts
shown are lump sum values, even though plan documents only permit annuity
payments, except on termination following a change of control. Annual
benefits are as follow: |
| | Qualified:
$43,113/year as a life annuity Excess: $120,954/year as a life annuity SERP: $1,001,262/year as a 10 year certain |
| (4) | Balance is
paid as a lump sum on termination following a change of control; otherwise
balance is paid in approximately equal installments over 15 years. |
| (5) | Vesting
accelerates in all 4 termination scenarios since the executive is above age
55 and has at least 10 years of service. This amount was only reflected in
the last column in prior years. |

28

Ellis E. Cousens

| Executive
Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) |
| --- | --- | --- | --- | --- |
| Compensation: | | | | |
| Severance — Base Salary | $ 0 | $ 0 | $ 900,000 | $ 1,200,000 |
| Severance — Annual Incentive | $ 0 | $ 0 | $ 0 | $ 1,100,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 542,988 | $ 550,000 |
| ELTIP – Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 813,600 |
| Restricted Stock (Performance Shares Earned but Not Vested) | $ 0 | $ 0 | $ 0 | $ 1,088,529 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 51,000 |
| Benefits (2) | $ 0 | $ 0 | $ 22,829 | $ 30,438 |
| SERP (3) | $ 3,131,524 | $ 3,131,524 | $ 3,131,524 | $ 4,819,124 |
| Excess Plan (3) | $ 750,419 | $ 750,419 | $ 750,419 | $ 750,419 |
| Qualified Plan (3) | $ 239,957 | $ 239,957 | $ 239,957 | $ 239,957 |
| NQDC | 0 | 0 | 0 | 0 |
| 280G Tax Gross-up | $ 0 | $ 0 | $ 0 | $ 2,107,270 |
| Total: | $ 4,121,900 | $ 4,121,900 | $ 5,587,717 | $ 12,750,338 |

| (1) | Reflects the
intrinsic value of those stock options that become vested because of the
change of control based on the 4/30/2009 closing stock price ($33.90). |
| --- | --- |
| (2) | Presumes
benefits are similar to those available to salaried employees and therefore
do not need to be disclosed, except for in the dismissal columns. |
| (3) | Amounts
shown are lump sum values, even though plan documents only permit annuity
payments, except on termination following a change of control. Annual
benefits are as follow: |
| | Qualified:
$16,875/year as a life annuity Excess: $52,775/year as a life annuity SERP: $384,789/year as a 10 year certain |

Stephen A. Kippur

| Executive
Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) |
| --- | --- | --- | --- | --- |
| Compensation: | | | | |
| Severance — Base Salary | $ 0 | $ 0 | $ 1,020,000 | $ 1,020,000 |
| Severance — Annual Incentive | $ 0 | $ 0 | $ 1,020,000 | $ 1,020,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 237,437 | $ 510,000 |
| ELTIP — Restricted Performance Shares | $ 0 | $ 0 | $ 339,000 | $ 678,000 |
| Restricted Stock (Performance Shares Earned but Not Vested) (5) | $ 907,096 | $ 907,096 | $ 907,096 | $ 907,096 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 46,750 |
| Benefits (2) | $ 0 | $ 0 | $ 27,057 | $ 27,057 |
| SERP (3) | $ 3,582,864 | $ 3,582,864 | $ 3,582,864 | $ 3,582,864 |
| Excess Plan (3) | $ 1,276,187 | $ 1,276,187 | $ 1,276,187 | $ 1,276,187 |
| Qualified Plan (3) | $ 1,189,308 | $ 1,189,308 | $ 1,189,308 | $ 1,189,308 |
| NQDC (4) | 279,478 | 279,478 | 279,478 | 279,478 |
| 280G Tax Gross-up | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 7,234,933 | $ 7,234,933 | $ 9,878,427 | $ 10,536,740 |

| (1) | Reflects the
intrinsic value of those stock options that become vested because of the
change of control based on the 4/30/2009 closing stock price ($33.90). |
| --- | --- |
| (2) | Presumes
benefits are similar to those available to salaried employees and therefore
do not need to be disclosed, except for in the dismissal columns. |
| (3) | Amounts
shown are lump sum values, even though plan documents only permit annuity
payments, except on termination following a change of control. Annual
benefits are as follow: |
| | Qualified:
$92,496/year as a life annuity Excess: $99,253/year as a life annuity SERP: $278,649/year as a life annuity |
| (4) | Balance is
paid as a lump sum on termination following a change of control; otherwise
balance is paid in approximately equal installments over 15 years. |
| (5) | Vesting
accelerates in all 4 termination scenarios since the executive is above age
55 and has at least 10 years of service. This amount was only reflected in
the last column in prior years. |

29

Eric A. Swanson

| Executive
Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) |
| --- | --- | --- | --- | --- |
| Compensation: | | | | |
| Severance — Base Salary (4) | $ 0 | $ 0 | $ 1,070,000 | $ 1,070,000 |
| Severance — Annual Incentive | $ 0 | $ 0 | $ 0 | $ 1,070,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 620,500 | $ 535,000 |
| ELTIP — Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 678,000 |
| Restricted Stock (Performance Shares Earned but Not Vested) (4) | $ 907,096 | $ 907,096 | $ 907,096 | $ 907,096 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 42,500 |
| Benefits (2) | $ 0 | $ 0 | $ 41,257 | $ 41,257 |
| SERP (3) | $ 4,502,336 | $ 4,502,336 | $ 4,502,336 | $ 5,906,344 |
| Excess Plan (3) | $ 1,218,149 | $ 1,218,149 | $ 1,218,149 | $ 1,218,149 |
| Qualified Plan (3) | $ 662,356 | $ 662,356 | $ 662,356 | $ 662,356 |
| NQDC | 0 | 0 | 0 | 0 |
| 280G Tax Gross-up | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 7,289,937 | $ 7,289,937 | $ 9,021,694 | $ 12,130,702 |

| (1) | Reflects the
intrinsic value of those stock options that become vested because of the
change of control based on the 4/30/2009 closing stock price ($33.90). |
| --- | --- |
| (2) | Presumes
benefits are similar to those available to salaried employees and therefore
do not need to be disclosed, except for in the dismissal columns. |
| (3) | Amounts
shown are lump sum values, even though plan documents only permit annuity
payments, except on termination following a change of control. Annual
benefits are as follow: |
| | Qualified:
$49,767/year as a life annuity Excess: $91,528/year as a life annuity SERP: $338,291/year as a life annuity |
| (4) | Vesting
accelerates in all 4 termination scenarios since the executive is above age
55 and has at least 10 years of service. This amount was only reflected in
the last column in prior years. |

30

Bonnie E. Lieberman

| Executive
Benefits and Payments Upon Termination | Retirement | Resignation without Good Reason | Dismissal (absent CoC) | Dismissal without Cause or Resignation for Good Reason (following CoC) |
| --- | --- | --- | --- | --- |
| Compensation: | | | | |
| Severance — Base Salary | $ 0 | $ 0 | $ 577,500 | $ 770,000 |
| Severance — Annual Incentive | $ 0 | $ 0 | $ 0 | $ 770,000 |
| Prorated Annual Incentive | $ 0 | $ 0 | $ 561,114 | $ 385,000 |
| ELTIP — Restricted Performance Shares | $ 0 | $ 0 | $ 0 | $ 678,000 |
| Restricted Stock (Performance Shares Earned but Not Vested) (5) | $ 907,096 | $ 907,096 | $ 907,096 | $ 907,096 |
| Stock Options (1) | $ 0 | $ 0 | $ 0 | $ 42,500 |
| Benefits (2) | $ 0 | $ 0 | $ 20,362 | $ 27,149 |
| SERP (3) | $ 2,407,238 | $ 2,407,238 | $ 2,407,238 | $ 3,115,522 |
| Excess Plan (3) | $ 333,922 | $ 333,922 | $ 333,922 | $ 333,922 |
| Qualified Plan (3) | $ 649,459 | $ 649,459 | $ 649,459 | $ 649,459 |
| NQDC (4) | 1,490,096 | 1,490,096 | 1,490,096 | 1,490,096 |
| 280G Tax Gross-up | $ 0 | $ 0 | $ 0 | $ 0 |
| Total: | $ 5,787,811 | $ 5,787,811 | $ 6,946,787 | $ 9,168,744 |

| (1) | Reflects the
intrinsic value of those stock options that become vested because of the
change of control based on the 4/30/2009 closing stock price ($33.90). |
| --- | --- |
| (2) | Presumes
benefits are similar to those available to salaried employees and therefore
do not need to be disclosed, except for in the dismissal columns. |
| (3) | Amounts
shown are lump sum values, even though plan documents only permit annuity
payments, except on termination following a change of control. Annual
benefits are as follow: |
| | Qualified:
$48,907/year as a life annuity Excess: $25,146/year as a life annuity SERP:
$181,275/year as a life annuity |
| (4) | Balance is
paid as a lump sum on termination following a change of control; otherwise
balance is paid in approximately equal installments over 15 years. |
| (5) | Vesting
accelerates in all 4 termination scenarios since the executive is above age
55 and has at least 10 years of service. This amount was only reflected in
the last column in prior years. |

31

| | The
preceding tables—Potential Payments upon Termination or Change of
Control—show the payments and benefits our named executives would receive in
connection with a variety of employment termination scenarios and upon a
change of control. For the named executive officers, the information assumes
the terminations and change of control occurred on April 30, 2009. All of the
payments and benefits described below would be provided by the Company or its
affiliates. | |
| --- | --- | --- |
| | The
tables do not include amounts such as base salary, annual incentives and
stock awards the named executive officers earned due to employment through
April 30, 2009. | |
| Retirement | Under
the 2004 Key Employee Stock Plan, the Committee may elect to accelerate the
vesting of performance stock which has been earned but not vested for a
retiring executive. Payout for current cycles will be made in shares
following the end of the performance cycle. | |
| Dismissal (absent a CoC) | The
named officers and certain other executives are covered by employment
agreements which provide for the following: | |
| | • | Severance—base salary: Mr.
Pesce—36 months; Messrs. Swanson and Kippur—24 months; Mr. Cousens and Ms.
Lieberman—18 months. |
| | • | Severance—annual target
incentive—Mr. Pesce—3 years; Mr. Kippur—2 years. |
| | • | Restricted Performance
Shares—Mr. Pesce—accelerated vesting of all earned Restricted Performance
Shares for completed cycles; payout for current performance cycles will be
made in shares following the end of the performance cycles. Mr.
Kippur—accelerated vesting of any earned Restricted Performance Shares for
the plan cycles which ends within 12 months of termination. |
| | • | Company-paid health and
welfare benefits, for their respective severance periods: Mr. Pesce—36
months; Messrs. Swanson and Kippur—24 months; Mr. Cousens and Ms.
Lieberman—18 months. |
| Dismissal without Cause or Resignation for
Good Reason (following CoC) | The
named officers and certain other executives are covered by employment
agreements which provide for the following, in the event of dismissal without
cause or resignation for Good Reason following a change of control, as
defined: | |
| | • | Severance—base salary: Mr.
Pesce—36 months; Messrs. Cousens, Swanson, Kippur and Ms. Lieberman—24
months. |
| | • | Severance—annual target
incentive—Mr. Pesce—3 years; Messrs, Cousens, Swanson, Kippur and Ms.
Lieberman—2 years. |
| | • | Company-paid health and
welfare benefits for their respective severance periods |
| | • | A lump-sum payment under
the 1989 or 2005 SERP, equal to the present value of the benefit to which the
participant would have been entitled if he/she had attained age 65 and
retired on the date of such termination of employment. |
| | • | A lump-sum payment of the
accrued benefit under the Excess Plan. |
| | • | Immediate payment of the
current balance of the NQDC Plan. |
| | • | If the total payments to
the executive are deemed to be “excess parachute payments” under Section 280G
of the Code, an excise tax will be levied on the executive receiving the
payment in the amount of 20% of the excess amount. The Company will
“gross-up” the executive for this excise tax if the amount by which the
payment exceeds the “excess parachute payment limit” by more than 15%;
otherwise, the total payments made to the executive in connection with the
change of control will be reduced to below the “excess parachute payment
limit.” |
| | Upon a “change of
control”, as defined, under the 2004 Key Employee Stock Plan, | |
| | • | All outstanding options
shall become immediately exercisable up to the full number of shares covered
by the option. |
| | • | All outstanding target
restricted performance shares shall become immediately vested. |

32

		“Change
of Control” shall
mean an event which shall occur if there is: (i) a change in the ownership of
the Company; (ii) a change in the effective control of the Company; or (iii)
a change in the ownership of a substantial portion of the assets of the
Company.
		For
purposes of this definition, a change in the ownership occurs on the date on
which any one person, or more than one person acting as a group (as defined
in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock
that, together with stock held by such person or group constitutes more than
50% of the total fair market value or total voting power of the stock of the
Company.
		A
change in the effective control occurs on the date on which either (i) a
person, or more than one person acting as a group (as defined in Treasury
regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock possessing 30%
or more of the total voting power of the stock of the Company, taking into
account all such stock acquired during the 12-month period ending on the date
of the most recent acquisition, or (ii) a majority of the members of the
Board of Directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of such
Board of Directors prior to the date of the appointment or election, but only
if no other corporation is a majority shareholder.
		A
change in the ownership of a substantial portion of assets occurs on the date
on which any one person, or more than one person acting as a group (as
defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), other than a person or
group of persons that is related to the Company, acquires assets that have a
total gross fair market value equal to or more than 40% of the total gross
fair market value of all of the assets of the Company immediately prior to
such acquisition or acquisitions, taking into account all such assets
acquired during the 12-month period ending on the date of the most recent
acquisition.
		The
determination as to the occurrence of a Change of Control shall be based on
objective facts and in accordance with the requirements of Code Section 409A
and the regulations promulgated thereunder.
V I .	Report of the Audit Committee	The
following is the report of the Audit Committee of John Wiley & Sons, Inc.
with respect to the Company’s audited financial statements for the fiscal
year ended April 30, 2009.
		The
Audit Committee is responsible for oversight of the Company’s accounting,
auditing and financial reporting process on behalf of the Board of Directors.
The Committee consists of three members who, in the judgment of the Board of
Directors, are independent and financially literate, as those terms are
defined by the Securities and Exchange Commission (the “SEC”) and the listing
standards of the New York Stock Exchange (NYSE). The Board of Directors has
determined that all the members of the Committee satisfy the financial
expertise requirements and have the requisite experience to be designated
“audit committee financial experts” as that term is defined by the rules of
the SEC and NYSE.
		Management
has the primary responsibility for the preparation, presentation and
integrity of the financial statements of the Company; for maintaining
appropriate accounting and financial reporting policies and practices; and
for internal controls and procedures designed to assure compliance with
generally accepted US accounting standards and applicable laws and
regulations. The Committee is responsible for the oversight of these processes.
In this fiduciary capacity, the Committee has held discussions with
management and the independent auditors regarding the fair and complete
presentation of the Company’s results for the fiscal year ended April 30,
2009. Management has represented to the Committee that the Company’s
financial statements were prepared in accordance with generally accepted US
accounting principles. The Committee has discussed with the independent
auditors significant accounting principles and judgments applied by management
in preparing the financial statements as well as alternative treatments. The
Committee discussed with the independent auditors matters required to be
discussed by Statement on Auditing Standards No. 61 (Communication with Audit
Committees).
		The
Audit Committee has had discussions with, and received regular status reports
from, the independent auditors and the Vice President of Internal Audit
regarding the overall scope

33

| | | and plans for their audits
of the Company, including their scope and plans over management’s assessment
of the effectiveness of internal control over financial reporting. The
independent auditors provided the Audit Committee with written disclosures
and the letter required by Independence Standards Board No. 1 (Independence
Discussions With Audit Committees), and the Audit Committee discussed with
the independent auditors their independence. |
| --- | --- | --- |
| | | The
Committee also considers whether providing non-audit services is compatible
with maintaining the auditor’s independence. The Audit Committee has adopted
a policy of pre-approving all audit and non-audit services performed by the
independent auditors. The Audit Committee may delegate authority to one or
more of its members to grant pre-approvals of non-audit services, provided
that the pre-approvals are presented to the Audit Committee for ratification
at its next scheduled meeting. |
| | | Persons
with complaints or concerns about accounting, internal controls or auditing
matters may contact the Audit Committee by addressing a letter to: Chairman
of the Audit Committee, John Wiley & Sons, Inc., P. O. Box 1569, Hoboken,
NJ 07030-5774. |
| | | Based
upon the review and discussions referred to above, the Committee recommended
to the Company’s Board of Directors that the audited financial statements be
included in the Company’s Annual Report on Form 10-K for the fiscal year
ended April 30, 2009, as filed with the Securities and Exchange Commission. |
| | | Audit
Committee |
| | | William
B. Plummer, Chairman, Warren J. Baker, Richard M. Hochhauser |
| | | Fees of Independent Auditor |
| | | Audit
Fees |
| | | Total
aggregate fees billed by KPMG LLP (“KPMG”) for professional services in
connection with the audit and review of the Company’s Consolidated Financial
Statements, and statutory audits of the Company’s international subsidiaries
were $2,469,500 and $2,416,500 in fiscal years 2009 and 2008, respectively. |
| | | Audit
Related Fees |
| | | The
aggregate fees billed for audit related services, including due diligence
related to acquisitions, employee benefit plan audits and consultation on
acquisitions were $79,700 and $76,200 in fiscal years 2009 and 2008,
respectively. |
| | | Tax Fees |
| | | The
aggregate fees billed for services rendered by KPMG tax personnel, except
those services specifically related to the audit of the financial statements,
were $286,300 and $454,600 in fiscal years 2009 and 2008, respectively. Such
services include tax planning, tax return reviews, advice related to
acquisitions, tax compliance and compliance services for expatriate
employees. |
| | | Other
Non-Audit Fees |
| | | The
aggregate non-audit fees were $0 and $80,000 in fiscal years 2009 and 2008, respectively. |
| | | The
Audit Committee has advised the Company that in its opinion the services
rendered by KPMG LLP are compatible with maintaining their independence. |
| V II. | Ratification of the Appointment of Independent Public Accountants | The
Audit Committee is responsible for the appointment, compensation and
oversight of the independent auditor. On June 17, 2009, the Audit Committee
appointed KPMG LLP (“KPMG”) as the Company’s independent auditors for fiscal
year 2010. Although the Company is not required to do so, we are submitting
the selection of KPMG for ratification by the shareholders because we believe
it is a matter of good corporate practice. |
| | | The
Audit Committee, in its discretion, may change the appointment at any time
during the year if it determines that such a change is in the best interests
of the Company and its shareholders. Representatives of KPMG are expected to
be present at the Annual Meeting with the opportunity to make a statement, if
they desire to do so, and such representatives are expected to be available
to respond to appropriate questions. |

34

| | | Unless
contrary instructions are noted thereon, the proxies will be voted in favor
of the following resolution, which will be submitted at the Annual Meeting: |
| --- | --- | --- |
| | | “R ESOLVED , that the appointment by
the Audit Committee of KPMG LLP as independent public accountants for the
Company for the fiscal year ending April 30, 2010 be, and it hereby is,
ratified.” |
| | | In
the event that the foregoing proposal is defeated, the adverse vote will be
considered by the Audit Committee in its selection of auditors for the
following year. However, because of the difficulty and expense of making any
substitution of auditors so long after the beginning of the current fiscal
year, it is contemplated that the appointment for the fiscal year ending
April 30, 2010 will be permitted to stand unless the Audit Committee finds
other good reason for making a change. If the proposal is adopted, the Audit
Committee, in its discretion, may still direct the appointment of new
independent auditors at any time during the fiscal year if it believes that
such a change would be in the best interests of the Company and its
shareholders. |
| | | The
Board of Directors recommends that you vote “FOR” the ratification of the
appointment of independent public accountants. |
| VIII. | Proposal
to Adopt the 2009 Key Employee Stock Plan | Background |
| | | The
Company has been using 2004 Key Employee Stock Plan (the “2004 Plan”) as a
means of attracting, retaining and motivating highly competent key employees
and further aligning their interests with those of the Company’s
shareholders. On June 17, 2009 the Executive Compensation and Development
Committee (the “Committee”) adopted, and the Board of Directors (the “Board”)
ratified, subject to shareholder approval, the 2009 Key Employee Stock Plan
(the “2009 Plan”). The 2009 Plan is intended to replace the 2004 Plan. As of
July 22, 2009, the closing price of the Company’s Class A Common Stock was
$32.51, and there were fewer than 1,289,323 shares of Class A Stock remaining
under the 2004 Plan on that date. The 2004 Plan expired on June 16, 2009, and
no further shares may be issued under the 2004 Plan. |
| 2009 Equity Compensation Plan Information | | The following table
summarizes information about the Company’s equity compensation plans as of
April 30, 2009. All outstanding awards relate to the Company’s common stock. |

Plan Category — [a]	[b]	[c]
Equity compensation plans approved by security holders	6,703,889	$ 34.05	2,951,111
Equity compensation plans not approved by security holders	0	0	0
Total	6,703,889	$ 34.05	2,951,111

| [a] | Included in this number
are 5,722,000 shares underlying outstanding stock options granted under the
Company’s 1999 Long Term Incentive Plan and 2004 Key Employee Stock Plan (the
“2004 Plan”), 932,371 shares representing the maximum number of restricted
performance shares that can be earned for current performance cycles under
the Company’s 2004 Plan, and 49,518 deferred shares granted under the 2004
Director Stock Plan. Maximum value payouts will only occur if the Company
reaches preset “outstanding” performance benchmarks. |
| --- | --- |
| [b] | Represents the weighted
average exercise price of stock options outstanding as of April 30, 2009. The
weighted average exercise price does not reflect restricted performance
shares and units, which have no exercise price. |
| [c] | Included in this number
are 46,405 shares reserved for issuance under the 2004 Director Stock Plan.
The remaining 2,904,706 shares are reserved for issuance under the 2004 Plan
for performance-based stock awards, restricted stock, performance awards,
stock options and stock appreciation rights (“SARs”). The 2004 Plan and 2004
Director Stock Plan expired on June 16, 2009, and no further shares may be
issued under those plans. |

35

| |
| --- |
| The 2004 Director Stock
Plan stipulates that no more than 100,000 shares of stock be issued
thereunder. Accordingly, for purposes of setting forth the figures in this
column, the base figure from which issuances of stock awards are deducted, is
deemed to be 100,000 shares for the Director Stock Plan. |
| The 2004 Plan is also
governed by certain share recapture provisions. The aggregate number of
shares of stock available under the 2004 Plan for issuance is increased by
the number of shares of stock granted as an award under the 2004 Plan, but
forfeited or otherwise not earned. |
| If
approved by the shareholders, a total of 8 million shares of our Class A
Common Stock will be reserved for issuance under the 2009 Plan and 100,000
shares of our Class A Common Stock will be reserved for issuance under the
2009 Director Stock Plan (as described on page 43), which represents
approximately 16.6% of the Company’s outstanding shares as of June 30, 2009.
As of June 30, 2009, the Company had 6,416,717 stock options outstanding,
with a weighted average exercise price of $28.77 and a weighted average
remaining contractual term of 6 years, and 1,000,990 shares of outstanding
restricted stock. |
| The
2009 Plan is annexed hereto as Exhibit A .
It provides for the grant of non-qualified and incentive stock options,
performance stock awards, restricted stock awards, and performance-based
stock awards. Incentive stock options may only be issued to employees of the
Company or its Subsidiaries. |
| In
restructuring the 2009 Plan, the Committee sought to provide for a variety of
awards that could be administered flexibly to carry out the purposes of the
2009 Plan. This authority will permit the Company to keep pace with changing
developments in management compensation and make the Company competitive with
those companies that offer share incentives to attract and retain officers
and key employees. The 2009 Plan grants the Committee discretion in
establishing the terms and restrictions deemed appropriate for particular
awards as circumstances warrant. |
| To
minimize the dilutive effect of stock awards and for other reasons, the
Company will from time to time acquire shares in the open market under its
repurchase program. |
| Purpose |
| The
2009 Plan is intended to provide officers and other key employees of the
Company, its Subsidiaries, Affiliates and certain Joint Venture Companies
(each as defined in the Plan), upon whose judgment, initiative and efforts
the Company depends for its growth and profitability of its business, with
additional incentive to promote the success of the Company, and to encourage
such employees to acquire or increase their equity participation in the
Company. |
| Administration |
| The
2009 Plan will be administered by the Executive Compensation and Development
Committee or a sub-committee thereof (the “Committee”). |
| Eligibility |
| All
officers and other key employees of the Company, its Subsidiaries, Affiliates
or Joint Venture Companies, are potentially eligible to participate
(approximately 600 persons). The Committee will have the authority, among
other things, to select the employees of the Company who will be granted
stock options, or awarded performance-based stock, performance stock, or
restricted stock awards, determine the number of shares covered by each such
grant or award, and interpret and implement the provisions of the Plan. |

36

| Shares
of Stock |
| --- |
| No
more than 8,000,000 shares of Class A Common Stock (“Common Stock”) shall be
available for grants of options and awards over the life of the 2009 Plan.
Any shares granted as options or stock appreciation rights shall be counted
against this limit as one share for every one granted. Any shares granted as
awards other than options or stock appreciation rights shall be counted
against this limit as 1.76 shares for every one share granted. No more than
600,000 shares of Common Stock shall be available for grants of options,
performance-based stock awards, restricted stock or performance awards in any
one calendar year to any one individual. For purposes of determining the
aggregate number of shares of Common Stock available for grants of options or
awards over the life of the Plan, shares subject to unexercised portions of
terminated or expired stock options granted under the 2009 Plan, shares of restricted
stock which have been forfeited, or shares included in performance-based
stock awards or performance awards which have been forfeited or otherwise not
earned shall again be available for grant under the 2009 Plan. Shares issued
pursuant to stock options, performance-based stock awards, performance
awards, and restricted stock awards may be the Company’s treasury shares or
authorized but unissued shares. All shares granted or awarded under the 2009
Plan, whether treasury shares or authorized but unissued shares, will be
charged against the total available for grant under the 2009 Plan. |
| Modification
and Termination of the 2009 Plan |
| The
Board may at any time terminate, in whole or in part, or modify the 2009
Plan. The Board may not, however, without the approval of the shareholders,
increase the number of shares of stock available for grants of options or
awards under the 2009 Plan, or the number of shares of stock available for
grants of options or awards in any calendar year to any one individual;
disqualify any incentive stock options granted under the 2009 Plan;
materially increase overall the benefit accruing to participants under the
2009 Plan; disqualify any incentive stock options granted under the 2009
Plan; increase the maximum amount which can be paid to any individual under
the 2009 Plan; change the types of business criteria on which
performance-based stock awards are to be based; or modify the requirements as
to potential eligibility for participation in the 2009 Plan. |
| Modification
of Options and Awards |
| Except
in connection with a corporate transaction involving the Company (including,
without limitation, any stock dividend, stock split, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, or exchange of shares), the terms of outstanding
awards may not be amended to reduce the exercise price of outstanding options
or SARs or cancel outstanding options or SARs in exchange for cash, other
awards or options or SARs with an exercise price that is less than the
exercise price of the original options or SARs without stockholder approval. |
| Effective
and Termination Dates |
| Provided
that it is approved by the shareholders, the 2009 Plan shall be effective as
of June 18, 2009, the date it was adopted by the Committee and ratified by
the Board (the “Effective Date”). If the shareholders do not approve the 2009
Plan, the 2009 Plan shall terminate and any stock options, performance-based
stock awards, performance awards or restricted stock granted under the 2009
Plan shall be forfeited. No awards shall be granted under the 2009 Plan after
the Annual Meeting of Shareholders in September 2014. |
| Stock
Options |
| The
option price for all stock options granted under the 2009 Plan will be
determined by the Committee, and shall not be less than 100 percent of the
fair market value of the Common Stock on the date of the grant. |
| The
2009 Plan also provides that any non-qualified option granted under it may
provide the right to exercise such option in whole or in part without any
payment of the purchase price. If the option is exercised without a payment
of the purchase price, the optionee shall be entitled to receive a payment
equal to the excess of the fair market value on the date of exercise of the
shares covered by the option over not less than 100% of the fair market value
of the shares on the date of such Stock Appreciation Right. |

37

| The
2009 Plan also provides for incentive stock options, which may only be issued
to employees of the Company or its Subsidiaries. |
| --- |
| Except
in certain limited circumstances in the case of non-qualified stock options,
no stock option granted under the Plan shall be exercisable either by the
optionee, or in the event of the optionee’s death, by his or her estate or by
any other person, after the expiration of ten years from the date of its
grant. |
| Performance-Based
Stock Awards |
| Certain
awards granted under the 2009 Plan may be granted in a manner such that the
award is intended to qualify for the performance-based compensation exception
to Section 162(m) of the Internal Revenue Code (the “Code”). As determined by
the Committee in its sole discretion, either the granting or vesting of such
performance-based stock awards shall be based on achievement of hurdle rates
and/or growth in one or more business criteria that apply to the individual
participant, one or more business units, or the Company as a whole. The
business criteria shall be as follows, individually or in combination: (a)
net income; (b) earnings per share; (c) revenue; (d) net sales growth; (e)
market share; (f) operating income; (g) expenses; (h) working capital; (i)
operating margin; (j) return on equity; (k) return on assets; (l) market
price per share; (m) total return to stockholders; (n) cash flow; (o) free
cash flow; (p) return on investment; (q) earnings before interest, taxes,
depreciation and amortization; (r) earnings before interest, taxes and
amortization; (s) global profit contribution; (t) economic value added; and
(u) objectively quantifiable customer or constituency satisfaction. In
addition, the performance targets may include comparisons to performance of
other companies or indices using one or more of the foregoing business
criteria. The Committee may provide in any target award that any evaluation
of performance exclude any of the following events that occurs during a
performance period: (i) asset write-downs; (ii) litigation or claim judgments
or settlements; (iii) the effect of changes in tax law, accounting principles
or methodology, or other laws or provisions affecting reported results; (iv)
accruals for reorganization and restructuring programs; (v) any non-recurring
items as described in management’s discussion and analysis of financial
condition and results of operations appearing in the Company’s annual report
for the applicable year; (vi) acquisitions or divestitures; (vii) any non-required
contributions to the Company’s pension plan; (viii) foreign exchange gains
and losses; and (ix) cash capital expenditures for facilities acquisition or
construction. |
| With
respect to performance-based stock awards, the Committee shall establish in
writing the award period objectives applicable to any given period (two to
five fiscal years). The award period objectives shall state, in terms of an
objective formula or standards, the methods for computing the amount of
compensation payable to the participant if such award period objectives are
obtained. The Committee shall also establish, no later than 90 days after the
commencement of such period, the individual employees or class of employees
to which such award period objectives apply. No performance-based stock
awards shall be payable to, or vest with respect to, any participant for a
given fiscal period until the Committee certifies in writing that the
objective performance goals (and any other material terms) applicable to such
period have been satisfied. |
| The
Committee may provide that a grantee of a performance-based stock award may
elect to receive cash in lieu of, and in an amount equal to, all or part of
the shares of Common Stock, which would otherwise be issued to the grantee. |
| Restricted
Stock |
| The
Committee shall have full discretion and authority to determine the employees
to be awarded restricted stock, the number of shares of Common Stock to be
issued, the time at which the awards will be granted, whether the vesting of
the restricted stock will be based upon achievement of performance targets,
and the period during which the shares will be subject to forfeiture in whole
or in part. During the restricted period, the grantee will not be permitted
to sell, transfer, pledge or assign the shares of restricted stock. |

38

| Performance
Awards |
| --- |
| The
Committee shall have full discretion and authority in determining the number,
amount and timing of performance awards granted to each employee. These
performance awards may be in the form of shares of Common Stock or cash, may
be granted as either long-term or short-term incentives, and may be based
upon, without limitation, Company-wide, business unit or individual performance. |
| Change
of Control |
| There
is a change of control provision in the 2009 Plan described on page 33 above. |
| Certain
Federal Income Tax Consequences |
| The
statements in the following paragraphs of the principal federal income tax
consequences of awards under the 2009 Plan are based on statutory authority
and judicial and administrative interpretations as of the date of this proxy
statement, which are subject to change at any time (and possibly with
retroactive effect). The law is technical and complex, and the discussion
below represents only a general summary. |
| Incentive
Stock Options |
| Incentive
stock options (“ISOs”) granted under the 2009 Plan are intended to meet the
definitional requirements of Section 422(b) of the Internal Revenue Code for
“incentive stock options.” |
| An
employee who receives an ISO does not recognize any taxable income upon the
grant of the ISO. Similarly, the exercise of an ISO generally does not give
rise to federal income tax to the employee, provided that (1) the federal
“alternative minimum tax,” which depends on the employee’s particular tax
situation, does not apply; and (2) the employee is employed by the Company or
a subsidiary corporation (within the meaning of Section 424(f) of the Code)
of the Company from the date of grant of the option until three months prior
to its exercise, except where the employment terminates by reason of
disability (where the three-month period is extended to one year) or death
(where this requirement does not apply). If an employee exercises an ISO
after these requisite periods, the ISO will be treated as an NSO (as defined
below) and will be subject to the rules set forth below under the caption
“Non-Qualified Stock Options.” |
| If
after exercising an ISO, an employee disposes of the Common Stock acquired
under the ISO more than two years from the date of grant and more than one
year from the date of transfer of the Common Stock pursuant to the exercise
of the ISO (the “applicable holding period”), the employee will generally
recognize long-term capital gain or loss equal to the difference, if any,
between the amount received for the shares and the exercise price. If,
however, an employee does not hold the shares for the applicable holding
period, thereby making a “disqualifying disposition,” the employee would
recognize ordinary income equal to the excess of the fair market value of the
shares at the time the ISO was exercised over the exercise price and the
balance, if any, would be long-term capital gain (provided the holding period
for the shares exceeded one year and the employee held the shares as a
capital asset at the time of disposition). |
| If
the disqualifying disposition is a sale or exchange that would permit a loss
to be recognized under the Code (were a loss in fact to be realized), and the
sale proceeds are less than the fair market value of the shares on the date
of exercise, the employee’s ordinary income there from would be limited to
the gain (if any) realized on the sale. |
| An
employee who exercises an ISO by delivering Common Stock previously acquired
pursuant to the exercise of another ISO is treated as making a “disqualifying
disposition” of the Common Stock if the shares are delivered before the
expiration of their applicable holding period. Upon the exercise of an ISO
with previously acquired shares as to which no disqualifying disposition
occurs, the employee would not recognize gain or loss with respect to the
previously acquired shares. The Company will not be allowed a federal income
tax deduction upon the grant or exercise of an ISO or the disposition, after
the applicable holding period, of the Common Stock acquired upon exercise of
an ISO. In the event of a disqualifying disposition, the Company generally
will be entitled to a deduction in an amount equal to the ordinary income
included by the employee, provided that the amount constitutes an ordinary |

39

| and necessary business
expense to the Company and is reasonable and the limitations of Sections 280G
and 162(m) of the Code (discussed below) do not apply. |
| --- |
| Non-Qualified
Stock Options |
| Non-qualified
stock options (“NSOs”) granted under the 2009 Plan are options that do not qualify
as ISOs. An individual who receives an NSO will not recognize any taxable
income upon the grant of an NSO. However, the individual will recognize
ordinary income upon exercise of an NSO in an amount equal to the excess of
the fair market value of the shares of Common Stock (or, in the case of an
NSO which permits exercise without any payment of the purchase price, the
full market value of the shares of Common Stock or the amount of cash, as the
case may be) at the time of exercise over the exercise price, if any. |
| As
a result of Section 16(b) of the Exchange Act, the timing of income
recognition may be deferred for any individual who is an officer or director
of the Company or a beneficial owner of more than ten percent (10%) of any class
of equity securities of the Company. Absent a Section 83(b) election (as
described below under “Other Awards”), recognition of income by the
individual will be deferred until the expiration of the deferral period, if
any. |
| The
ordinary income recognized with respect to the receipt of cash upon exercise
of an NSO or a right will be subject to both wage withholding and other
employment taxes. The holder is required to pay any withholding tax
liabilities that arise upon the exercise of an NSO. |
| A
federal income tax deduction generally will be allowed to the Company in an
amount equal to the ordinary income included by the individual with respect
to his or her NSO or right, provided that such amount constitutes an ordinary
and necessary business expense to the Company and is reasonable and the
limitations of Sections 280G and 162(m) of the Code do not apply. |
| Other
Awards |
| With
respect to other awards under the 2009 Plan that are either transferable or
not subject to a substantial risk of forfeiture (as defined in the Code and
the Treasury regulations promulgated thereunder), individuals generally will
recognize ordinary income equal to the amount of cash or the fair market
value of the Common Stock received. |
| With
respect to awards under the 2009 Plan that are settled in shares of Common
Stock that are restricted as to transferability and subject to a substantial
risk of forfeiture, absent a written election pursuant to Section 83(b) of
the Code filed with the Internal Revenue Service within 30 days after the
date of transfer of such shares pursuant to the award (a “Section 83 (b)
election”), an individual will recognize ordinary income at the earlier of
the time at which (1) the shares become transferable or (2) the restrictions
that impose a substantial risk of forfeiture of the shares lapse, in an
amount equal to the excess of the fair market value (on such date) of such
shares over the price paid for the award, if any. |
| The
ordinary income recognized with respect to the receipt of cash, shares of
Common Stock or other property under the Plan will be subject to both wage withholding and
other employment taxes. |
| The
Company will be allowed a deduction for federal income tax purposes in an
amount equal to the ordinary income recognized by the individual, provided
that such amount constitutes an ordinary and necessary business expense to
the Company and is reasonable and the limitations of Sections 280G and 162(m)
of the Code do not apply. |
| Dividends |
| To
the extent awards of restricted stock under the 2009 Plan earn cash
dividends, an individual generally will recognize ordinary income with
respect to such dividends. |
| Change
in Control |
| In
general, if the total amount of payments to an individual that are contingent
upon a “change in control” of the Company (as defined in Section 280G of the
Code), including payments under the 2009 Plan that vest upon a “change in
control,” equals or exceeds three |

40

| times the individual’s
“base amount” (generally, such individual’s average annual compensation for
the five calendar years preceding the change in control), then, subject to
certain exceptions, the payments may be treated as “parachute payments” under
the Code, in which case a portion of such payments would be non-deductible to
the Company and the individual would be subject to a 20% excise tax on such
portion of the payments. |
| --- |
| Certain
Limitations on Deductibility of Executive Compensation |
| With
certain exceptions, Section 162(m) of the Code denies a deduction to publicly
held corporations for compensation paid to certain executive officers in
excess of $1 million per executive per taxable year (including any deduction
with respect to the exercise of an NSO or SAR or the disqualifying
disposition of stock purchased pursuant to an ISO). One such exception
applies to certain performance-based compensation provided that such compensation
has been approved by stockholders in a separate vote and certain other
requirements are met. If approved by its shareholders, the Company believes
that stock options, SARs and performance-based stock awards granted under the
Plan should qualify for the performance-based compensation exception to
Section 162(m). |
| Tax
Treatment of Awards to Employees Outside the United States |
| The
grant and exercise of options and awards under the 2009 Plan to employees
outside the United States may be taxed on a different basis. |
| Unless
contrary instructions are noted, the proxy will be voted in favor of the
following resolution that will be submitted at the Annual Meeting: |
| “R ESOLVED , that the 2009 Key
Employee Stock Plan, as set forth in Exhibit A to the Company’s Proxy
Statement dated August 7, 2009, be, and it hereby is, approved.” |
| The Board
of Directors recommends a vote “FOR” approval of the 2009 Plan. |

41

| I X. |
| --- |
| The
Board is proposing for shareholder approval the 2009 Executive Annual
Incentive Plan (the “EAIP”). If approved by the shareholders, the effective
date of the EAIP will be June 18, 2009, and no cash target awards shall be
granted after the Annual Shareholders Meeting in September 2014. The EAIP is
annexed hereto as Exhibit B . A summary of the EAIP appears below. |
| On
June 18, 2009 the Company’s Executive Compensation and Development
Committee (the “Committee”) adopted, and the Board ratified, subject to
shareholder approval, the EAIP. The EAIP is being submitted for shareholder
approval in order to come within the “performance-based compensation”
exception of Section 162(m) of the Internal Revenue Code (the “Code”).
Generally, Section 162(m) of the Code denies a deduction to publicly held
corporations for compensation paid to certain executive officers in excess of
$1 million per executive per taxable year. An exception applies to certain
performance-based compensation, provided that such compensation has been
approved by shareholders in a separate vote and certain other requirements
are met. If approved by the shareholders, the Company believes that awards
granted under the EAIP should qualify for the performance-based compensation
exception to Section 162(m) of the Code. |
| Purpose |
| The
EAIP is designed to instill and sustain a culture of excellence, to emphasize
performance at the corporate and business unit levels, to reward significant
contributions to the success of the Company, and to attract and retain key
corporate management executives. For purposes of the EAIP, key corporate
management executives shall be defined as those persons designated as
designated by the Committee. |
| Administration |
| The
EAIP will be administered by the Committee or a sub-committee thereof
(the“Committee”), comprised solely of no fewer than two members, all of whom
shall be “qualified outside directors” within the meaning of Treasury
Regulation Section 1.162-27(e)(3) under Section 162(m) of the Code. |
| Eligibility |
| Eligibility
is generally limited to the Company’s key corporate management executives.
The Committee will determine which executives will be participants for a
particular performance period. Approximately ten (10) persons are expected to
be eligible to participate in the EAIP. |
| Cash
Target Awards |
| For
each fiscal year of the Company beginning May 1, 2009, each participant will
be granted a cash award no later than 90 days after the commencement of such
fiscal year. The award will be paid if the performance target for the
particular award is achieved. No individual participant may receive aggregate
awards or a payout under the EAIP that are more than $6 million in any fiscal
year. |
| Performance
Targets |
| The
annual performance target for each award shall be based on achievement of
hurdle rates and/or growth in one or more business criteria that apply to the
individual participant, including one or more business units or the Company
as a whole. The business criteria, exclusions from business criteria,
administration of plan criteria, and requirements for certification of
performance goals are the same as described under Performance-Based Stock
Awards in the 2009 Key Employee Stock Plan, above. |
| Effective
Date. |
| Provided
that it is approved by the shareholders, the EAIP shall be effective as of
June 18, 2009, the date on which it was adopted by the Committee and ratified
by the Board (the “Effective Date”). Any cash target awards granted under the
EAIP shall be effective as of the date of the grant. No award may be paid out
prior to shareholder approval, however, and if the shareholders fail to
approve the EAIP, any awards granted shall be cancelled. |

42

| | | Withholding
Taxes |
| --- | --- | --- |
| | | The
Company shall have the right to deduct from all payouts of awards any
federal, state, local or foreign taxes required by law to be withheld. |
| | | Amendments
to the Plan |
| | | The
EAIP is subject to amendment or termination at any time, but no such action
may adversely affect any rights or obligations with respect to any awards
previously made under the EAIP. No amendment of the EAIP shall be effective
that would (a) increase the maximum amount which can be paid to any
participant under the EAIP; (b) change the types of business criteria on
which performance targets are to be based under the EAIP; or (c) modify the
requirements as to eligibility for participation in the EAIP unless and until
such change is approved by the shareholders of the Company. |
| | | Termination |
| | | No
cash target awards shall be granted under the EAIP after the Annual Meeting
of Shareholders in September 2014. |
| | | Unless
contrary instructions are noted, the proxy will be voted in favor of the
following resolution which shall be submitted at the Annual Meeting: |
| | | “R ESOLVED , that the 2009 Executive
Annual Incentive Plan of the Company, as set forth in Exhibit B to the
Company’s Proxy Statement dated August 7, 2009 be, and it hereby is,
authorized and approved.” |
| | | The Board
of Directors recommends a vote “FOR” approval of the EAIP. |
| X . | Proposal to Adopt the 2009 Director Stock Plan | Background |
| | | The
Board has been using the 2004 Director Stock Plan as a means of attracting
and retaining highly qualified individuals to serve as directors of the
Company and to increase the Non-Employee Directors’ (as defined below) stock
ownership of the Company. On June 18, 2009 The Board, subject to the approval
of the shareholders, adopted the 2009 Director Stock Plan (the “2009 Plan”).
As of July 22, 2009, there were fewer than 46,683 shares of Class A Common
Stock (“Common Stock”) remaining for grant under the 2004 Plan. The 2009 Plan
is intended to replace the 2004 Plan. If the shareholders approve the 2009 Plan,
no further shares will be issued under the 2004 Plan. |
| | | The 2009 Plan is annexed
hereto as Exhibit C . It provides for an annual award of shares to
Non-Employee Directors equal in value to 100 percent of the total annual cash
compensation. |
| | | Effective
Date |
| | | Provided that it is
approved by the shareholders, the Director Plan shall be effective as of
September 17, 2009 (the “Effective Date”). |
| | | Administration |
| | | The Board as a whole shall
administer and interpret the Director Plan in its sole discretion. |
| | | Eligibility |
| | | Only Non-Employee
Directors shall be able to participate in the Director Plan. A Non-Employee
Director is a person who is serving as a director of the Company and is not
an employee of the Company or any subsidiary of the Company. |
| | | Shares
of Stock |
| | | No more than 100,000
shares of Common Stock, which shall be treasury stock, shall be available
under the Director Plan. All shares awarded under the Director Plan will be
charged against the total available for grant. |
| | | Amendment
to the Plan |
| | | The Director Plan may be
amended at any time by action of the Board and approval of the shareholders,
or terminated at any time by action of the Board. |

43

| | | Restricted
Stock Grant |
| --- | --- | --- |
| | | Beginning
with the Annual Meeting to be held in September 2009, each Non-Employee
Director will receive shares of Common Stock equal in value of 100 percent of
the annual cash compensation he or she has received from the Company for
services as a non-employee director during the period beginning on the day of
the Annual Meeting in the preceding year and ending with the date of the just
concluded Annual Meeting. For purposes of this paragraph, cash compensation
shall include the non-employee director’s annual retainer fee, but will
exclude the additional retainer fee paid to committee chairmen and any
expense reimbursements. The shares may not be sold or transferred during the
time the Non-Employee Director remains a Director, but may be sold or
transferred in the case of death or disability of the Non-Employee Director. |
| | | Stock in
Lieu of Eligible Cash Fees |
| | | The
Director Plan also permits Non-Employee Directors to elect to receive Common
Stock in lieu of cash compensation, and the Company wishes to encourage such
participation. For purposes of this paragraph, cash compensation shall mean
the annual retainer fee and the additional retainer fee received by committee
chairmen. The election must be in writing, signed by the Non-Employee
Director, and filed with the Corporate Secretary. Common Stock to be issued
pursuant to this election will be distributed as soon as practicable
following the quarterly meetings of the Board. |
| | | Unless
contrary instructions are noted, the proxy will be voted in favor of the
following resolution, which shall be submitted at the meeting: |
| | | “R ESOLVED , that the 2009 Director
Stock Plan of the Company, as set forth in Exhibit C to the Company’s Proxy
Statement dated August 7, 2009 be, and it hereby is, authorized and
approved.” |
| | | The Board
of Directors recommends that you vote “FOR” the adoption of the Director
Plan. |
| X I. | Manner and Expenses of Solicitation | Since
many of our shareholders are unable to attend the Annual Meeting, the Board
solicits proxies so that each shareholder has the opportunity to vote on the
proposals to be considered at the Annual Meeting. |
| | | Shareholders
of record can vote, and save the Company expense, by using the Internet or by
calling the toll-free telephone number printed on the proxy card. Voting
instructions (including instructions for both telephonic and Internet voting)
are provided on the proxy card. The Internet and telephone voting procedures
are designed to authenticate shareholder identities, to allow shareholders to
give voting instructions and to confirm that shareholders’ instructions have
been recorded properly. Shareholders voting via the Internet should understand
that there may be costs associated with electronic access, such as usage
charges from Internet access providers and telephone companies, that must be
borne by the shareholder. |
| | | If
your shares are held in the name of a bank or broker, follow the voting
instructions on the form you receive from such record holder. The
availability of Internet and telephone voting will depend on their voting
procedures. |
| | | If
you do vote by Internet or telephone, it will not be necessary to return your
proxy card. If you do not choose to vote using these two options, you may
return your proxy card, properly signed, and the shares will be voted in
accordance with your directions. Shareholders are urged to mark the boxes on
the proxy card to indicate how their shares are to be voted. If no choices
are specified, the shares represented by that proxy card will be voted as
recommended by the Board. |
| | | If
a shareholder does not return a signed proxy card, vote by the Internet, by
telephone or attend the Annual Meeting and vote in person, his or her shares
will not be voted. Any shareholder giving a proxy (including one given by the
Internet or telephone) has the right to revoke it at any time before it is
exercised by giving notice in writing to the Secretary of the Company, by
delivering a duly executed proxy bearing a later date to the Secretary (or by
subsequently completing a telephonic or Internet proxy) prior to the Annual
Meeting of |

44

| | | Shareholders, or by attending
the Annual Meeting and voting in person. Attendance at the Annual Meeting
will not in and of itself constitute revocation of a proxy. |
| --- | --- | --- |
| | | The
Company will bear the costs of soliciting proxies. In addition to the
solicitation of proxies by use of the mail, some of the officers, directors
and other employees of the Company may also solicit proxies personally or by
mail, telephone or facsimile, but they will not receive additional
compensation for such services. Brokerage firms, custodians, banks, trustees,
nominees or other fiduciaries holding shares of common stock in their names
will be reimbursed for their reasonable out-of-pocket expenses in forwarding
proxy material to their principals. |
| X II. | Electronic Delivery of Materials | The
2009 Notice of Annual Meeting, Proxy Statement and Annual Report are
available on our website at https://materials.proxyvote.com/968223. Instead
of receiving future copies of our Proxy Statement and Annual Report materials
by mail, shareholders can elect to receive an e-mail that will provide
electronic links to them. Selecting this option will save us the cost of
producing and mailing documents to your home or business and will also give
you an electronic link to the proxy voting site. Shareholders of record and
beneficial owners may enroll in the electronic proxy delivery service at any
time in the future by going to our enrollment site at http://enroll.icsdelivery.com/jwa and following the enrollment instructions. |
| X III. | Deadline for Submission of Shareholders Proposals | If
a shareholder intends to present a proposal for action at the 2010 Annual
Meeting and wishes to have such proposal considered for inclusion in our
proxy materials in reliance on Rule 14a-8 under the Securities Exchange Act
of 1934, the proposal must be submitted in writing and received by the
Secretary of the Company by April 12, 2010. Such proposal must also meet the
other requirements of the rules of the Securities and Exchange Commission
relating to shareholder proposals. |
| | | If
a shareholder submits a proposal outside of Rule 14a-8 for the 2010 Annual
Meeting and the proposal fails to comply with the advance notice procedure
prescribed by our By-Laws, then the Company’s proxy may confer discretionary
authority on the persons being appointed as proxies on behalf of the
Company’s Board to vote on the proposal. |
| | | Our
By-Laws establish an advance notice procedure with regard to certain matters,
including shareholder proposals and nominations of individuals for election
to the Board. In general, written notice of a shareholder proposal or a
director nomination for an annual meeting must be received by the Secretary
of the Company no later than May 20, 2010, and must contain specified information
and conform to certain requirements, as set forth in greater detail in the
By-Laws. If the Company’s presiding officer at any shareholders’ meeting
determines that a shareholder proposal or director nomination was not made in
accordance with the By-Laws, the Company may disregard such proposal or
nomination. |
| | | Proposals
and nominations should be addressed to Corporate Secretary, John Wiley &
Sons, Inc., 111 River Street, Mail Stop 7-02, Hoboken, New Jersey 07030-5774. |
| X IV. | Other Matters | The
Company has not received notice from any shareholder of its intention to
bring a matter before the 2009 Annual Meeting. At the date of this Proxy
Statement, the Board of Directors does not know of any other matter to come
before the meeting other than the matters set forth in the Notice of Meeting.
However, if any other matter, not now known, properly comes before the
meeting, the persons named on the enclosed proxy will vote said proxy in
accordance with their best judgment on such matter. Shares represented by any
proxy will be voted with respect to the proposals outlined above in
accordance with the choices specified therein or in favor of any proposal as
to which no choice is specified. |

45

| The
Company will provide, without charge, a copy of its Annual Report on Form
10-K filed with the Securities and Exchange Commission for fiscal year 2009,
including the financial statements and the schedules thereto. All such
requests should be directed to Corporate Secretary, John Wiley & Sons,
Inc., 111 River Street, Mail Stop 7-02, Hoboken, New Jersey 07030-5774. |
| --- |
| It
is important that your proxy be returned promptly, whether by mail, by the
Internet or by telephone. You may revoke the proxy at any time before it is
exercised. If you attend the meeting in person, you may withdraw any proxy
(including an Internet or telephonic proxy) and vote your own shares. |

M ICHAEL L.
P RESTON
Corporate
Secretary
Hoboken, New Jersey
August 7, 2009

46

EXHIBIT A

JOHN WILEY & SONS, INC. 2009 KEY EMPLOYEE STOCK PLAN

| 1. | NAME/ PURPOSE AND
OVERVIEW. This Plan shall be known as the 2009 Key Employee Stock Plan (the
“Plan”). The Plan is intended to provide the officers and other key employees
of John Wiley & Sons, Inc. (the “Company”) and of its Subsidiaries,
Affiliates and certain Joint Venture Companies, upon whose judgment,
initiative and efforts the Company depends for its growth and for the
profitable conduct of its business, with additional incentive to promote the
success of the Company, and to that end to encourage such employees to
acquire or increase their proprietary interest in the Company. The Plan
provides for the grant of Stock Options to purchase shares of the Company’s
stock or Stock Appreciation Rights. The Plan also provides for the grant of
Performance-Based Stock Awards and Performance Awards, which are contingent
rights to receive shares of the Company’s stock, and for the grant of shares
of the Company’s stock, (“Restricted Stock”). Performance-Based Stock Awards
and Performance Awards shall be subject to forfeiture, in whole or in part,
if the objectives established in the award are not met, or if employment is
terminated during the “Plan Cycle.” Restricted Stock shall be subject to forfeiture,
in whole or in part, if employment is terminated during the “Restricted
Period” and may also be made subject to forfeiture in whole or in part if
objectives established in the award are not met. |
| --- | --- |
| 2. | SHARES OF STOCK. Subject
to adjustment as provided in Paragraph 12, the aggregate number of shares of
Common Stock which may be made subject to awards granted under this Plan
shall not exceed 8,000,000. Any shares granted as options or stock
appreciation rights shall be counted against this limit as one (1) share for
every one (1) share granted. Any shares granted as awards other than options
or stock appreciation rights shall be counted against this limit as one and
seventy-six hundredths (1.76) shares for every one (1) share granted. No more
than 600,000 shares of Common Stock shall be cumulatively available for
grants of options, performance-based stock awards, restricted stock or
performance awards in any one calendar year to any one individual. Shares
subject to unexercised portions of terminated or expired stock options
granted under the Plan, shares of Restricted Stock which have been forfeited,
or shares included in Performance-Based Stock Awards or Performance Awards
which have been forfeited or otherwise not earned shall again be available for
grant under the Plan. Shares subject to unexercised portions of terminated or
expired stock options and Stock Appreciation Rights granted under the Plan
shall be credited back to the 8,000,000 limit as one (1) share for every one
(1) share granted. Shares of Restricted Stock which have been forfeited, and
shares included in Performance-Based Stock Awards or Performance Awards which
have been forfeited or otherwise not earned shall be credited back to the
limit as one and seventy-six hundredths (1.76) shares for every one (1) share
granted. The preceding sentence shall apply only for purposes of determining
the aggregate number of shares of Common Stock available for grants of
options or awards over the life of the Plan but shall not apply for purposes
of determining the maximum number of shares of Common Stock available for
grants of options or awards in any one calendar year to any one individual.
Shares issued pursuant to the exercise of options, Restricted Stock pursuant
to Performance-Based Stock Awards, or Performance Stock may be treasury
shares or authorized but unissued shares. All shares granted or awarded under
the Plan, whether treasury shares or authorized but unissued shares, will be
charged against the total available for grant under the Plan. The holder of
an option or the recipient of a Performance-Based Stock Award or Performance
Award shall not have any of the rights of a shareholder with respect to the
shares covered by his or her option or award until a certificate for such
shares shall be issued upon the due exercise of the option or pursuant to the
terms of the Performance-Based Stock Award, as the case may be. |
| 3. | COMMON STOCK. The term
“Common Stock” as used in this Plan shall refer solely to the Class A Common
Stock (par value of $1 per share) and not the Class B Common Stock. |

A-1

| 4. — 5. | ELIGIBILITY. All officers
and other key employees of the Company, its Subsidiaries, Affiliates or Joint
Venture Companies, are eligible to receive stock options (except that only
employees of the Company and its Subsidiaries are eligible to receive
incentive stock options), Performance-Based Stock Awards, Performance Awards,
or Restricted Stock. The term “Subsidiary(ies)” as used in this Plan means a
company in which the Company and/or its Subsidiaries hold 50% or more of the
total combined voting power; the term “Affiliate(s)” means any company in
which the Company and/or its Subsidiaries hold 20% or more (but less than
50%) of the total combined voting power; and the term “Joint Venture Company(ies)”
means any partnership, limited liability company, or joint venture in which
the Company has a 20% or more interest. — ADMINISTRATION OF THE
PLAN. The Executive Compensation and Development Committee, or such other
sub-committee of not less than two “qualified outside directors” as the
Executive Compensation and Development Committee may appoint (the
“Committee”), shall administer and interpret the Plan. With respect to the
administration of the Plan, in addition to the authority specifically granted
to the Committee herein, and subject to the rules provided in the By-Laws and
such rules as the Committee may prescribe, the Committee shall have authority
to adopt, amend and rescind such rules and regulations as, in its opinion,
may be advisable in the administration of the Plan and to construe and
interpret the Plan, the rules and regulations which it may promulgate and the
instruments evidencing options and awards granted under the Plan, and to make
all other determinations deemed necessary or advisable in the administration
of the Plan. The Committee’s interpretation of the Plan and of any options
issued or awards granted under it shall be final and binding upon all
persons. | | |
| --- | --- | --- | --- |
| 6. | STOCK OPTIONS | | |
| | a. | Grant of Options. Subject
to the provisions of the Plan, including but not limited to the provisions of
Subparagraphs (b) and (c) of this Paragraph 6, the Committee shall have full
and final authority in its discretion (i) to determine the employees to be
granted options; (ii) to determine the number of shares of Common Stock
subject to each option; (iii) to determine the time or times at which options
will be granted; (iv) to determine the purchase price of the shares subject
to each option (but not less than fair market value on the date of grant as
stated in 6.b.i); (v) to determine the time or times when or any conditions
upon which each option becomes exercisable and the duration of the exercise
period; (vi) to determine whether the option shall be an “incentive stock
option” as defined in Section 422(b) of the Internal Revenue Code of 1986
(the “Code”) or an option not intended to qualify as an incentive stock
option (a “non-qualified stock option”); and (vii) to prescribe the form or
forms of the instruments evidencing any options granted under the Plan (which
forms shall be consistent with this Plan but need not be identical), except
that each option shall be clearly identified as an incentive stock option or
a non-qualified stock option. The date of an option shall be the date of the
authorization of such grant by the Committee or such later date as may be
fixed for that purpose by the Committee at the time of the authorization of
such grant. An individual may hold more than one option. | |
| | b. | Terms of all Options. All
options granted under the Plan (including non-qualified options) shall be
subject to the following provisions: | |
| | | i. | Purchase Price. The
purchase price of shares under each such option shall be fixed by the
Committee at not less than 100% of the fair market value of the shares on the
date of grant of such option. |
| | | ii. | Payment. Shares shall be
paid in full at the time the option is exercised and no shares shall be
issued until such payment has been received. The Committee may, from time to
time, restrict or impose limits and conditions on the use of the Company’s
Common Stock for payment. |
| | | iii. | Stock Appreciation Rights.
Notwithstanding the foregoing Subparagraph (ii), any non-qualified option
granted under the Plan may provide the right to exercise |

A-2

| | such option in whole or in
part without any payment of the purchase price. If an option is exercised
without a payment of the purchase price, the optionee shall be entitled to
receive a payment equal to the excess of the fair market value, on the date
of exercise, of the shares covered by the option over not less than 100% of
the fair market value of the shares on the date of grant of such Stock
Appreciation Right. Such payment shall be in whole shares of Common Stock, in
cash, or partly in such shares and partly in cash as determined by the
Committee. The number of shares with respect to which any option is exercised
under this Subparagraph (iii) shall reduce the number of shares thereafter
available for exercise under the option and such shares may not again be
optioned under the Plan. |
| --- | --- |
| iv. | Ten Year Maximum Term.
Notwithstanding any other provision in this Paragraph 6, no option or Stock
Appreciation Right granted under the Plan shall be exercisable either by the
optionee, or in the event of the optionee’s death, by his or her estate or by
any other person, after the expiration of ten years from the date of its
grant, except as provided in Subparagraphs (b) (vi) or (vii). |
| v. | Termination of Employment
Other Than by Death or Retirement, as the latter is defined in paragraph
6.b.vi below. Except as otherwise expressly provided in the Plan, each option
may be exercised only while the optionee is regularly employed by the
Company, a Subsidiary, an Affiliate, or a Joint Venture Company, as the case
may be, or within three months after the optionee’s employment has been
terminated (but no later than the expiration date of the option), whether
such termination was by the Company (unless such termination was for cause)
or by the optionee for any reason. If the optionee’s employment is terminated
for cause (as determined by the Committee), the option may not be exercised
after the optionee’s employment has been terminated. An optionee’s employment
shall not be deemed to have terminated for purposes of this Subparagraph as
long as the optionee is employed by the Company, or any Subsidiary, Affiliate
or Joint Venture Company. For purposes of non-qualified options, employment
shall mean continuous employment (either full or part time), except that
leaves of absence for such periods and purposes as may be approved by the
Company or the Subsidiary, Affiliate, or Joint Venture Company shall not be
deemed to terminate employment. If a non-qualified optionee is permanently
disabled (as described in Section 22(e)(3) of the Code) as of the date of
termination of employment, the option may be exercised within three years
after such date. The Committee may require evidence of permanent disability,
including medical examinations by physicians selected by it. Notwithstanding
the foregoing, the Committee, in its discretion, may permit the exercise of
the non-qualified option for such period after such termination of employment
as the Committee may specify and may also increase the number of shares
subject to exercise up to the full number of shares covered by the
non-qualified option. In no event (except as hereinafter provided in the case
of the death of an optionee) may an option be exercised after the expiration
date of the option. |
| vi. | Retirement. If a
non-qualified optionee shall retire after attaining 55 years of age and
elects to receive a benefit under any of the Company’s qualified or
non-qualified retirement plans, the option shall terminate three years after
the date of the optionee’s retirement (but no later than the expiration date
of the option). If the non-qualified optionee shall die within such three
year (or shorter) period, the optionee’s estate or any person who acquires
the right to exercise such option by bequest, inheritance or by reason of the
death of the optionee shall have the right to exercise the option during such
period, or during the period ending one year after the optionee’s death, if
longer, to the same extent as the optionee would have had if he or she had
survived. |
| vii. | Termination of Employment
by Death. If a non-qualified optionee shall die while in the employ of the
Company or a Subsidiary, Affiliate or Joint Venture |

A-3

| | | viii. | Company the optionee’s
estate or any person who acquires the right to exercise such option by
bequest, inheritance or by reason of the death of the optionee shall have the
right to exercise the option within three years from the date of the
optionee’s death (but not later than the expiration date of the option or one
year after the optionee’s death, whichever is later), without regard to
whether the right to exercise such option shall have otherwise accrued. — Non-Transferability. No
stock option shall be transferable other than by last will and testament, or
by the laws of descent and distribution. During the optionee’s lifetime, the
option shall be exercisable only by the optionee. | |
| --- | --- | --- | --- | --- |
| | c. | Incentive Stock Options.
An option which is designated as an “incentive stock option” is intended to
qualify as an incentive stock option as defined in subsection (b) of Section
422 of the Code, and the provisions of this Plan and the terms of any such
option shall be interpreted accordingly. An incentive stock option may only
be issued to employees of the Company or its Subsidiaries, may only be
exercised until the date which is three months after the optionee’s
employment by the Company or its Subsidiaries has been terminated (except
where such termination is by reason of disability (as described above), where
the three month period is extended to one year, or death, where this
requirement does not apply), and for purposes of incentive stock options,
employment shall mean continuous employment (either full or part time) within
the meaning of Treasury Regulation Section 1.4217(h)(2). Incentive stock
options shall expire in all events after the expiration of ten years from the
date of its grant. | | |
| 7. | PERFORMANCE-BASED STOCK
AWARDS | | | |
| | a. | Grants. Subject to the
provisions of the Plan, including but not limited to the provisions of
Subparagraphs (b), (c) and (d) of this Paragraph 7 of the Plan, the Committee
shall have full and final authority in its discretion (a) to determine the
employees to be awarded Performance-Based Stock Awards; (b) to determine the
number of shares of Common Stock which may be issued pursuant to each
Performance-Based Stock Award; (c) to determine the time or times at which
the Performance-Based Stock Awards will be granted; (d) to determine the Plan
Cycle and Award Period Objectives, as such terms are hereinafter defined,
with respect to each Performance-Based Stock Award; and (e) to prescribe the
form or forms of the instruments evidencing the awards under the Plan (which
forms shall be consistent with the Plan but need not be identical). | | |
| | b. | Term of Performance-Based
Stock Awards. All Performance-Based Stock Awards granted under the Plan shall
be subject to the following provisions: | | |
| | | i. | General. The Committee may
award Performance-Based Stock Awards which will entitle the employee to whom
the award is made to be issued shares of Common Stock upon the expiration of
the Plan Cycle if the Award Period Objectives with respect to such
Performance-Based Stock Awards specified in the award are attained. It is
intended that any Performance-Based Stock Awards under the Plan satisfy all
requirements for “performance-based compensation” within the meaning of
Section 162(m) of the Internal Revenue Code of 1986, as amended, where
applicable. | |
| | | ii. | Award Period Objectives.
Each fiscal year that awards are made under the Plan, the Committee shall
establish a schedule of Award Period Objectives applicable to Awards granted
in that year. | |
| | | | A. | A separate schedule of
Award Period Objectives may be established for Awards to (I) a defined group
of employees, such as the employees of a Subsidiary, Affiliate, Joint Venture
Company or business group within the Company, or (II) an individual employee. |

A-4

| B. | As determined by the
Committee in its sole discretion, either the granting or vesting of such
Performance-Based Stock Awards shall be based on achievement of hurdle rates
and/or growth rates in one or more business criteria that apply to the
individual participant, one or more business units, or the Company as a
whole. The business criteria shall be as follows, individually or in
combination: (I) net income; (II) earnings per share; (III) revenue; (IV) net
sales growth; (V) market share; (VI) operating income; (VII) expenses; (VIII)
working capital; (IX) operating margin; (X) return on equity; (XI) return on
assets; (XII) market price per share; (XIII) total return to stockholders;
(XIV) cash flow; (XV) free cash flow; (XVI) return on investment; (XVII)
earnings before interest, taxes, depreciation and amortization; (XVIII)
earnings before interest, taxes and amortization; (XIX) global profit
contribution; (XX) economic value added; and (XXI) objectively quantifiable
customer or constituency satisfaction. In addition, the performance targets
may include comparisons to performance of other companies or indices using
one or more of the foregoing business criteria. The Committee may provide in
any target award that any evaluation of performance exclude any of the
following events that occurs during a performance period: (a) asset
write-downs; (b) litigation or claim judgments or settlements; (c) the effect
of changes in tax law, accounting principles or methodology, or other laws or
provisions affecting reported results; (d) accruals for reorganization and restructuring
programs; (e) any non-recurring items as described in management’s discussion
and analysis of financial condition and results of operations appearing in
the Company’s annual report to stockholders for the applicable year; (f)
acquisitions or divestitures; (g) any non-required contributions to the
Company pension plan; (h)foreign exchange gains and losses; and (i) cash
capital expenditures for facilities acquisition or construction. |
| --- | --- |
| C. | The Committee will
establish in writing the Award Period Objectives applicable to a given
period. Such Award Period Objectives will state, in terms of an objective
formula or standard, the method for computing the amount of compensation
payable to the participant if such Award Period Objectives are obtained. The
Committee will also establish in writing the individual employees or class of
employees to which such Award Period Objectives apply. The Committee will
establish such Award Period Objectives and the employees to which such Award
Period Objectives apply no later than 90 days after the commencement of the
relevant period. |
| D. | No Performance-Based Stock
Award will be payable to, or vest with respect to, as the case may be, any
participant for a given fiscal period until the Committee certifies in
writing that the Award Period Objectives (and any other material terms)
applicable to such period have been satisfied. |
| E. | After establishment of an
Award Period Objective, the Committee shall not revise such Award Period
Objective in a manner that would increase the amount of compensation
otherwise payable in respect of the award, or increase the amount of
compensation payable thereunder (as determined in accordance with Section
162(m) of the Code) upon the attainment of such Award Period Objective.
Nothwithstanding the preceding sentence, the Committee may reduce or
eliminate the number of shares of Common Stock or cash granted or the number
of shares of Common Stock vested upon the attainment of such Award Period
Objective. |
| F. | Award Period Objectives
may be stated in terms of results at the end of the Plan Cycle, of cumulative
results during the entire Plan Cycle, in terms of results during each fiscal
year within the Plan Cycle, or any combination of the above. |

A-5

| | | iii. | G. — Termination of Employment.
If the employment of any employee to whom a Performance-Based Stock Award is
made (the “grantee”) shall be terminated by the Company, Subsidiary, an
Affiliate, or a Joint Venture Company, as the case may be, with or without
cause, or by the grantee for any reason during the performance period, or as
result of death, the Performance-Based Stock Award and the right to receive
shares of Common Stock which may have been earned under the Award shall be
forfeited. Notwithstanding the foregoing, the Committee, in its discretion
exercised in an award agreement or other written agreement, may waive such
forfeiture, or may determine that only a portion of the Performance-Based
Stock Award shall be forfeited pursuant to the foregoing provisions of this
Subparagraph. |
| --- | --- | --- | --- |
| | | iv. | Plan Cycle. All
Performance-Based Stock Awards under the Plan shall have a Plan Cycle of not
less than two fiscal years nor more than five fiscal years. The first fiscal
year of the Plan shall be the year in which the award is made or the year
following, as designated. |
| | c. | Rights under
Performance-Based Stock Awards. Until shares of Common Stock are issued
pursuant to a Performance-Based Stock Award, the grantee shall have no right
to receive dividends or other distributions with respect to such shares or to
vote such shares. The grantee’s rights with respect to a Performance-Based
Stock Award shall not be transferable other than by last will and testament,
or by the laws of descent and distribution. In the event of the death of the
grantee, his or her estate or any person who acquires his or her interest in
the Performance-Based Stock Award by bequest or inheritance or by reason of
the death of the grantee, shall only have such rights, if any, with respect
to the decedent’s Performance-Based Stock Award as the Committee, pursuant to
Subparagraph 7(b)(iii) may determine. | |
| | d. | Alternative Cash Awards.
The Committee may provide in the terms of the Performance-Based Stock Award
that a grantee of Performance-Based Stock Awards may elect, at such time as
the Committee may specify, and in accordance with the rules and regulations
under Code Section 409A, to receive cash in lieu of, and in an amount equal
in value to, all or part of the shares of Common Stock which would otherwise
be issued to the grantee. | |
| 8. | RESTRICTED STOCK | | |
| | a. | Awards. Subject to the
provisions of the Plan, the Committee shall have full and final authority in
its discretion (i) to determine the employees to be awarded shares of Common
Stock as Restricted Stock (shares subject to forfeiture); (ii) to determine
the number of shares of Common Stock which shall be issued pursuant to each
award; (iii) to determine the time or times at which the awards will be
granted; (iv) to determine whether the vesting of the Restricted Stock will
be based upon, in any manner, achievement of performance targets; (v) to
determine the period (the “Restricted Period”) during which the shares of
Restricted Stock shall be subject to forfeiture in whole or part; (vi) to
provide or not to provide for forfeiture of Restricted Stock in whole or in
part (in addition to forfeiture on account of termination of employment as
provided in Subparagraph 8(d)) if specified Award Period Objectives (of the
kind described in Paragraph 7(b)(ii)) are not met during the Restricted
Period; | |

A-6

| | b. | and (vii) to prescribe the
form or forms of the instruments evidencing the awards of Restricted Stock
under the Plan (which forms shall be consistent with the Plan but need not be
identical). — Restricted Period.
Time-based Restricted Stock will have a vesting schedule of no less than
three years. During the Restricted Period the grantee shall not be permitted
to sell, transfer, pledge or assign the shares of Restricted Stock, except
that such shares may be used, if the award permits, to pay the option price
of any option granted under the Plan (or any prior stock option plan of the
Company), provided an equal number of shares delivered to the optionee shall
carry the same restrictions and be subject to the same provisions regarding
forfeiture as the shares so used. | |
| --- | --- | --- | --- |
| | c. | Other Vesting Provisions.
Up to an aggregate of 10% of the maximum number of shares that may be issued
under the Plan subject to paragraphs 7, 8 and 9 may be made without the minimum
vesting requirements contained in paragraphs 7, 8 and 9, notwithstanding any
Full-Value Awards that are accelerated in the event of a Change in Control or
a grantee’s disability, retirement or death, | |
| | d. | Death or Permanent
Disability. Shares of Restricted Stock shall not be forfeited as a result of
the grantee’s death or his or her termination of employment by reason of
permanent disability, as determined by the Committee. The Committee may
require medical evidence of permanent disability, including medical
examinations by physicians selected by it. Such shares shall remain subject
to forfeiture if the Award Period Objectives, if any, specified in the award
are not met. | |
| | e. | Termination of Employment.
Shares of Restricted Stock shall be forfeited and revert to the Company upon
the grantee’s termination of employment during the Restricted Period for any
reason other than death or permanent disability, except to the extent the
Committee, in its discretion, determines that a lesser number of shares of
Restricted Stock or no shares of Restricted Stock shall be forfeited pursuant
to the foregoing provisions of this subparagraph (e). | |
| | f. | Stock Certificates. Stock
certificates for Restricted Stock shall be registered in the name of the
grantee but shall be appropriately legended and returned to the Company by
the grantee, together with a stock power, endorsed in blank by the grantee.
The grantee shall be entitled to vote shares of Restricted Stock and shall be
entitled to all dividends paid thereon, except that dividends paid in Common
Stock or other property (other than cash) shall also be subject to the same
restrictions. | |
| | g. | Lapse of Restrictions.
Restricted Stock shall become free of the foregoing restrictions upon
expiration of the applicable Restricted Period and the Company shall deliver
new certificates with the restrictive legend deleted evidencing such stock. | |
| 9. | PERFORMANCE AWARDS | | |
| | a. | Performance Awards may be
granted at any time and from time to time, as shall be determined by the
Committee. The Committee shall have complete discretion in determining the
number, amount and timing of such Performance Awards granted to each
employee. Such performance awards may be in the form of shares of Common
Stock or cash. Performance Awards may be granted as either long-term or
short-term incentives. Performance targets may be based upon, without
limitation, Company-wide, business unit and/or individual performance. | |
| | b. | Payment of earned
Performance Awards shall be made in accordance with terms and conditions
prescribed or authorized by the Committee. All Performance Awards will have a
vesting schedule of no less than one year. | |
| 10. | CHANGE OF CONTROL | | |
| | a. | Definitions: | |
| | | i. | “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 |

A-7

| | | ii. | of the Corporation; or
(iii) a change in the ownership of a substantial portion of the assets of the
Corporation. — For purposes of this
Section, a change in the ownership occurs on the date on which any one
person, or more than one person acting as a group (as defined in Treasury
regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock that, together
with stock held by such person or group constitutes more than 50% of the
total fair market value or total voting power of the stock of the
Corporation. |
| --- | --- | --- | --- |
| | | iii. | A change in the effective
control occurs on the date on which either (i) a person, or more than one
person acting as a group (as defined in Treasury regulations
1.409A-2(i)(5)(v)(B)), acquires ownership of stock possessing 30% or more of
the total voting power of the stock of the Corporation, taking into account all
such stock acquired during the 12-month period ending on the date of the most
recent acquisition, or (ii) a majority of the members of the Board of
Directors is replaced during any 12-month period by directors whose
appointment or election is not endorsed by a majority of the members of such
Board of Directors prior to the date of the appointment or election, but only
if no other corporation is a majority shareholder. |
| | | iv. | A change in the ownership
of a substantial portion of assets occurs on the date on which any one
person, or more than one person acting as a group (as defined in Treasury
regulations 1.409A-2(i)(5)(v)(B)), other than a person or group of persons
that is related to the Corporation, acquires assets that have a total gross
fair market value equal to or more than 40% of the total gross fair market
value of all of the assets of the Corporation immediately prior to such
acquisition or acquisitions, taking into account all such assets acquired
during the 12-month period ending on the date of the most recent acquisition. |
| | | v. | The determination as to
the occurrence of a Change of Control shall be based on objective facts and
in accordance with the requirements of Code Section 409A and the regulations
promulgated thereunder. |
| | b. | Effect on Stock Options.
Notwithstanding any other provision to the contrary, upon a Change of Control
(as hereinabove defined), all options granted under the Plan shall become
immediately exercisable up to the full number of shares covered by the option.
In addition, following a Change of Control, the optionee may elect to
surrender such option (in whole or in part) and to receive in exchange for
the option (or the part thereof) surrendered within five days after such
surrender, an amount in cash equal to the number of shares covered by the
option (or the part thereof) surrendered multiplied by the excess of (a) the
higher of (x) the closing price for the shares covered by the option (or the
part thereof) surrendered as reported by the New York Stock Exchange (or any
exchange on which the shares may be listed) on the date of such surrender or,
if no shares were traded on that date, on the next preceding date on which
the shares were traded, or (y) the highest per share price for shares of the
same class actually paid in connection with any such Change of Control, over
(b) the exercise price of the shares covered by the option (or the part
thereof) surrendered. The optionee must exercise the election granted herein
within 60 days after such Change of Control. | |
| | c. | Effect on
Performance-Based Stock Awards and Performance Awards. The Committee shall
specify in the award whether, and to what extent, in the event of a Change of
Control, an employee shall be issued shares of Common Stock or cash with
regard to Performance-Based Stock Awards and Performance Awards held by such
employee. | |
| | d. | Effect on Restricted
Stock. Following a Change of Control, all shares of Restricted Stock which
would otherwise remain subject to the restrictions provided for in the Award
shall be free of such restrictions. | |
| 11. | LEGAL REQUIREMENTS. The
exercise of an option, payment by delivery of the Company’s Common Stock or
Class B Common Stock, the issuance of shares pursuant to such exercise or
pursuant to a Performance-Based Stock Award or Performance Award, and | | |

A-8

| 12. | the subsequent transfer of
shares of Restricted Stock shall be conditioned upon compliance with the
listing requirements of any securities exchange upon which the Common Stock
of the Company may be listed, the requirements of the Securities Act of 1933,
as amended, and the Exchange Act, and the requirements of applicable state
laws relating to authorization, issuance or sale of securities, and the
Committee may take such measures as it deems desirable to secure compliance
with the foregoing. — CHANGE IN CAPITAL STOCK.
The total number of shares for which options may be granted under the Plan,
the number of shares of Common Stock which may be awarded under the Plan
generally or to any individual (directly or pursuant to Performance-Based
Stock Award or Performance Award), the number of shares covered and the
purchase price of any option granted under the Plan, the number of shares
covered by a Performance-Based Stock Award or a Performance Award, or the
number of shares of Restricted Stock which are subject to forfeiture, and the
Award Period Objectives or performance targets shall be appropriately or
equitably adjusted for any change in the outstanding shares of Common Stock
of the Company through recapitalization, stock split, stock dividend or other
change in the corporate structure, or through merger or consolidation in
which the Company is the surviving corporation; provided, however, that any
such arithmetic adjustment to a Performance-Based Stock Award or Award Period
Objective shall not cause the amount of compensation payable thereunder to be
increased from what otherwise would have been due upon attainment of the
unadjusted award or objective. Such adjustments and the manner of application
thereof shall be determined by the Committee in its discretion. Any such
adjustment may provide for the elimination of any fractional share, which
might otherwise become subject to an option or to be issued pursuant to a
Performance-Based Stock Award, Performance Award, or Restricted Stock. | |
| --- | --- | --- |
| 13. | DISSOLUTION, LIQUIDATION
OR MERGER. In the event of dissolution or liquidation of the Company, or a
merger or consolidation in which the Company is not the surviving
corporation, or in the event of a sale of all or substantially all of the
assets of the Company, any outstanding options hereunder shall terminate,
provided that each optionee shall, in such event, have the right upon the
adoption by the Board of Directors or shareholders of the Company of a plan
or resolutions approving or authorizing such dissolutions, liquidation, or
merger, consolidation in which the Company is not the surviving corporation,
or such sale of assets, to exercise his or her option in whole or in part,
without regard to whether the right to exercise such option shall have
otherwise accrued. The Committee may specify in each Performance Award, or
may thereafter determine whether, and to what extent, the employee shall be
issued shares of Common Stock with respect to such award in the event such
plan or resolutions are adopted. In the event such plan or resolutions are
adopted, all shares of Restricted Stock shall fully vest and no longer be
subject to forfeiture. | |
| 14. | RIGHT TO TERMINATE
EMPLOYMENT; BENEFITS UNDER OTHER PLANS. The right of the Company or any of
its Subsidiaries, Affiliates or Joint Venture Companies, to terminate or
change the employment of any employee at any time with or without cause shall
not be restricted by this Plan or the grant of an option or the grant of
Performance-Based Stock Awards or Performance Awards or Restricted Stock
hereunder. No employee shall be deemed to receive compensation or realize
earnings for purposes of determining benefits under any pension, profit
sharing, life insurance, salary continuation or other employee benefit plan
as a result of receiving or exercising an option pursuant to the Plan or as a
result of receiving or retaining a Performance-Based Stock Award, Restricted
Stock or cash in lieu thereof. | |
| 15. | COMPETITION WITH THE
COMPANY. | |
| | a. | The Committee, in its
discretion, may include as a term of any employee’s option agreement a
provision that, if the employee voluntarily terminates his or her employment
with the Company or its Subsidiaries, Affiliates, or Joint Venture Companies,
or is terminated for cause (as determined by the Committee), and within a
period of six months after such termination, shall directly or indirectly,
engage in a competing activity (as defined hereinafter), the employee shall
be required to remit to |

A-9

| | | the Company, with respect
to the exercise of any option by the employee on or after the date six months
prior to such termination an amount equal to the excess of: — i. | the fair market value per
shares of the Company’s Common Stock on the date of exercise of such option
multiplied by the number of shares with respect to which the option is
exercised, over |
| --- | --- | --- | --- |
| | | ii. | the aggregate purchase
price of such number of shares. |
| | b. | The Committee may, at its
discretion, as a condition of any award to an employee of a Performance-Based
Stock Award, Performance Award or Restricted Stock, provide that, if the
employee voluntarily terminates his or her employment with the Company or is
terminated for cause (as determined by the Committee) and within a period of
six months after such termination shall, directly or indirectly, engage in a
competing activity (as hereinafter defined), the employee shall be required
to remit to the company, with respect to any shares of Common Stock issued or
if issued subject to any conditions, with respect to any shares which became
fully vested on or after the date six months prior to such termination, the
fair market value of such shares on the date of issuance or vesting,
applicable. | |
| | c. | Any remittance to the
Company required by Subparagraphs (b) or (c) shall be payable in cash or by
delivery of shares of Common Stock of the Company duly assigned to the
Company or by a combination of the foregoing. Any such shares so delivered
shall be deemed to have a value per share equal to the fair market value of
the shares on such date of issuance or vesting. | |
| | d. | Neither of the foregoing
provisions of this Paragraph 15 shall apply in the event of a Change of
Control as defined in Subparagraph 10(a) or in the event of a dissolution,
liquidation, merger or consolidation referred to in Paragraph 13. | |
| | e. | For purposes of this
Paragraph 15 (except as otherwise defined in the option agreement) an
employee is deemed to be “engaged in a competing activity” if he or she owns,
manages, controls, is employed by, or otherwise engages in or assists another
to engage in any activity or which competes with any business or activity of
the Company in which the employee was engaged or involved, at the time of the
employee’s termination. | |
| 16. | WITHHOLDING TAX. The
Committee may adopt and apply rules that will ensure that it will be able to
comply with applicable provisions of any federal, state or local law relating
withholding of tax on amounts includible in the employee’s income, including
but not limited-to the amount, if any, includible in income on the exercise
of an option or the expiration of the Plan Cycle or the Restricted Period. A
grantee of a Performance-Based Stock Award, Performance Award or Restricted
Stock shall be required to pay withholding taxes to the Company; in the case
of Restricted Stock upon the expiration of the Restricted Period or such
earlier date as may be required by an election pursuant to Section 83 of the
Code, and in the case of a Performance-Based Stock Award or performance Award
upon issuance of the Common Stock or cash. The grantee of a non-qualified
option shall be required to pay withholding taxes to the Company upon the
exercise of the option. The Company shall have the right in its discretion,
with the consent of the grantee, and subject to compliance with any
applicable rules and regulations of the Securities and Exchange Commission,
to satisfy the withholding tax liability arising from the exercise of a
non-qualified option, the issuance of stock arising from a Performance- Based
Stock Award, or a Performance Award, or the release of Restricted Stock, by
retaining shares of Common Stock or cash otherwise deliverable to the grantee
pursuant to procedures approved by the Committee. | | |
| 17. | MODIFICATION AND
TERMINATION OF PLAN. The Board of Directors may at any time terminate, in
whole or in part, or from time to time modify the Plan. Notwithstanding the
foregoing, the Board of Directors shall not, without the approval of the
shareholders, increase the number of shares of stock available for grants of
options or grants of awards under the Plan or the number of shares available
for grants of options or awards in any one calendar year to any one
individual under the Plan; materially increase overall the benefits | | |

A-10

| | accruing to participants
under the Plan; disqualify any incentive stock options granted under the
Plan; increase the maximum amount which can be paid to an individual under
the Plan; change the types of business criteria on which Performance-Based
Stock Awards are to be based under the Plan; or modify the requirements as to
eligibility for participation in the Plan. |
| --- | --- |
| | Notwithstanding any such
modification of the Plan, any option or award theretofore granted to an
employee under the Plan shall not be affected except pursuant to Paragraph
18, below. |
| 18. | MODIFICATION OF OPTIONS
AND AWARDS. Except in connection with a corporate transaction involving the
Company (including, without limitation, any stock dividend, stock split,
extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, or exchange of shares), the
terms of outstanding awards may not be amended to reduce the exercise price
of outstanding options or SARs or cancel outstanding options or SARs in
exchange for cash, other awards or options or SARs with an exercise price
that is less than the exercise price of the original options or SARs without
stockholder approval. |
| 19. | EFFECTIVE AND TERMINATION
DATES. The Plan shall be effective as of June 18, 2009, the date it was
adopted by the Committee and ratified by the Board of Directors, but shall be
subject to the approval of the shareholders of the Company. The Plan shall be
submitted for approval of the shareholders at the first annual meeting of
shareholders held subsequent to the adoption of the Plan. If at said meeting
or adjournment thereof the shareholders do not approve the Plan, the Plan
shall terminate and any Stock Options, Performance-Based Stock Awards,
Performance Awards or Restricted Stock granted under this Plan shall be
forfeited. No awards shall be granted under the Plan after the Annual Meeting
of Shareholders in September 2014. |

A-11

EXHIBIT B

| John Wiley & Sons, Inc. 2009 Executive Annual Incentive Plan — 1. | PURPOSE. The principal
purposes of the John Wiley & Sons, Inc. 2009 Executive Annual Incentive
Plan (the “Plan”) are to enable John Wiley & Sons, Inc. (the “Company”)
to reinforce and sustain a culture devoted to excellent performance, reward
significant contributions to the success of the Company, and attract and
retain highly qualified executives. | |
| --- | --- | --- |
| 2. | ADMINISTRATION OF THE
PLAN. The Plan will be administered by a committee (the “Committee”)
appointed by the Board of Directors of the Company from among its members
(which may be the Executive Compensation and Development Committee or a
subcommittee thereof) and shall be comprised solely of no fewer than two
members, all of whom shall be “qualified outside directors” within the
meaning of Treasury Regulation Section 1.162-27(e)(3) under Section 162(m) of
the Internal Revenue Code of 1986, as amended (the “Code”). | |
| | The Committee shall have
all the powers vested in it by the terms of this Plan, including the
authority (within the limitations described herein) to select participants in
the Plan, to determine the time when cash target awards will be granted, to
determine whether objectives and conditions for achieving cash target awards
have been met, to determine whether awards will be paid out at the time set
forth in Section 4(c) below or deferred, and to determine whether a cash
target award or payout of an award should be reduced or eliminated. It is
intended that any cash target awards under the Plan satisfy all requirements
for “performance-based compensation” within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended, where applicable. | |
| | The Committee shall have
full power and authority to administer and interpret the Plan and to adopt
such rules, regulations, agreements, guidelines and instruments for the
administration of the Plan and for the conduct of its business as the
Committee deems necessary or advisable. The Committee’s interpretations of
the Plan, and all actions taken and determinations made by the Committee
pursuant to the powers vested in it hereunder, shall be conclusive and
binding on all parties concerned, including the Company, its stockholders and
any person granted a cash target award under the Plan. | |
| | The Committee may delegate
all or a portion of its administrative duties under the Plan to such officers
or other employees of the Company as it shall determine; provided, however,
that no delegation shall be made regarding the selection of participants in
the Plan, the amount and timing of cash target awards or payouts of awards,
or the objectives and conditions pertaining to cash target awards or payouts
of awards. | |
| 3. | ELIGIBILITY. The
Committee, in its discretion, may grant cash target awards to key corporate
management executives for each fiscal year of the Company as it shall
determine. For purposes of the Plan, key corporate management executives
shall be defined as those persons designated as such from time to time by the
Committee. Key corporate management executives granted cash target awards for
a fiscal year of the Company are referred to as “participants” for such
fiscal year. | |
| 4. | AWARDS. | |
| | a. | Granting
of Cash Target Awards. For each fiscal year of the Company commencing with the fiscal year
beginning May 1, 2009, each participant shall be granted a cash target award
under the Plan as soon as practicable and no later than 90 days after the
commencement of such fiscal years, provided,
however, that if an individual becomes eligible to participate,
that individual may be granted a cash target award after no more than 25% of
the period of service to which the cash target award relates has elapsed. |

B-1

| b. | Performance
Targets. | |
| --- | --- | --- |
| | i. | For each fiscal year of
the Company commencing with the fiscal year beginning May 1, 2009, the annual
performance targets for each cash target award shall be determined by the
Committee in writing, by resolution of the Committee or other appropriate
action, not later than 90 days after the commencement of such fiscal year.
The performance targets shall state, in terms of an objective formula or
standard, the method for computing the amount of compensation payable to the
applicable participant if such performance targets are attained. If an
individual becomes eligible to participate, that individual’s performance
targets may be determined by the Committee in writing, by resolution of the
Committee or other appropriate action, after no more than 25% of the period
of service to which the performance targets relate has elapsed. |
| | ii. | The annual performance
targets for each cash target award shall be based on achievement of hurdle
rates and/or growth in one or more business criteria that apply to the
individual participant, including one or more business units or the Company
as a whole. The business criteria shall be as follows, individually or in
combination: (A) net income; (B) earnings per share; (C) revenue; (D) net
sales growth; (E) market share; (F) operating income; (G) expenses; (H)
working capital; (I) operating margin; (J) return on equity; (K) return on
assets; (L) market price per share; (M) total return to stockholders; (N)
cash flow; (0) free cash flow; (P) return on investment; (Q) earnings before
interest, taxes, depreciation and amortization; (R) earnings before interest,
taxes and amortization; (S) global profit contribution; (T) global cash flow;
(U) economic value added; and (V) objectively quantifiable customer or constituency
satisfaction. In addition, the performance targets may include comparisons to
performance of other companies or indices, using one or more of the foregoing
business criteria. The Committee may provide in any cash target award that
any evaluation of performance exclude any of the following events that occurs
during a performance period: (1) asset write-downs; (2) litigation or claim
judgments or settlements; (3) the effect of changes in tax law, accounting
principles or methodology, or other laws or provisions affecting reported
results; (4) accruals for reorganization and restructuring programs; (5) any
non-recurring items as described in management’s discussion and analysis of
financial condition and results of operations appearing in the Company’s
annual report to stockholders for the applicable year; (6) acquisitions or
divestitures; (7) any non-required contributions to the Company pension plan;
and (8) foreign exchange gains and losses; and (9) cash capital expenditures
for facilities acquisition or construction. |
| c. | Payout
of Awards. As a
condition to the right of a participant to receive cash payout of an award
granted under this Plan, the Committee shall first be required to certify in
writing, by resolution of the Committee or other appropriate action, that
achievement of the award has been determined in accordance with the
provisions of this Plan. Awards for a fiscal year shall be payable following
the certification thereof by the Committee for such fiscal year, and by not
later than the 15th day of the third month following the later of (i) the end
of such fiscal year or (ii) the end of the participant’s taxable year in
which occurs the end of the fiscal year. | |
| d. | Discretion. After a cash target
award has been granted, the Committee shall not increase such cash target
award, and after a performance target has been determined, the Committee
shall not revise such performance target in a manner that would increase the
amount of compensation otherwise payable in respect of the award.
Notwithstanding the attainment by the Company and a participant of the
applicable targets, the Committee has the discretion, by participant, to
reduce, prior to the confirmation of the award, some or all of an award that
otherwise would be paid. | |

B-2

| | f. | Deferral. The Committee may
authorize participants to defer the payout of an award or a portion of an
award, in such manner as is consistent with the intent to comply with the
rules under Code Section 409A., The Committee may determine the periods of
such deferrals and any interest, not to exceed a reasonable rate, to be paid
in respect of deferred payments. The Committee may also define such other
conditions of payouts of awards as it may deem desirable in carrying out the
purposes of the Plan, in such manner as is consistent with the intent to
comply with the rules under Code Section 409A. — Maximum
Payout per Fiscal Year. No individual participant may receive a cash target award or a payout
of an award under the Plan which is more than $6 million in any fiscal year,
excluding deferred amounts from prior years. |
| --- | --- | --- |
| 5. | MISCELLANEOUS PROVISIONS. | |
| | a. | Withholding
Taxes. The Company
(or the relevant subsidiary or affiliate) shall have the right to deduct from
all payouts of awards hereunder any federal, state, local or foreign taxes
required by law to be withheld with respect to such payouts. |
| | b. | No
Rights to Cash Target Awards. Except as set forth herein, no person shall have any claim or right
to be granted a cash target award under the Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any person any right to
be retained in the employ of the Company or any of its subsidiaries,
divisions or affiliates. |
| | c. | Funding
of Plan. The Plan
shall be unfunded. The Company shall not be required to establish any special
or separate fund or to make any other segregation of assets to assure the
payout of any award under the Plan. |
| 6. | EFFECTIVE DATE, AMENDMENTS
AND TERMINATION. | |
| | a. | Effective
Date. The Plan
shall be effective as of June 18, 2009, the date on which it was adopted by
the Committee and ratified by the Board (the “Effective Date”), provided that
the Plan is approved by the stockholders of the Company at an annual meeting
or any special meeting of stockholders of the Company within 12 months of the
Effective Date, and such approval of stockholders shall be a condition to the
right of each participant to receive any cash target awards or payouts
hereunder. Any cash target awards granted under the Plan prior to such
approval of stockholders shall be effective as of the date of grant (unless,
with respect to any cash target award, the Committee specifies otherwise at
the time of grant), but no such award may be paid out prior to such
stockholder approval, and if stockholders fail to approve the Plan as
specified hereunder, any such award shall be cancelled. |
| | b. | Amendments. The Committee may
at any time terminate or from time to time amend the Plan in whole or in
part, but no such action shall adversely affect any rights or obligations
with respect to any cash target awards theretofore granted under the Plan. |
| | | Unless the stockholders of
the Company shall have first approved thereof, no amendment of the Plan shall
be effective which would: (i) increase the maximum amount which can be paid
to any participant under the Plan; (ii) change the types of business criteria
on which performance targets are to be based under the Plan; or (iii) modify
the requirements as to eligibility for participation in the Plan. |
| | c. | Termination. No cash target
awards shall be granted under the Plan after the Annual Meeting of
Shareholders in September 2014. |

B-3

| EXHIBIT C |
| --- |
| 2009 DIRECTOR STOCK PLAN |
| 1.
Purposes |
| The
purposes of the 2009 Director Stock Plan (the “Director 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 |
| Provided
that it is approved by the shareholders, the Director Plan shall be effective
as of September 17, 2009. |
| 3.
Participation |
| Only
Non-Employee Directors shall be eligible to participate in the Director 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. Shares
Subject to the Plan |
| Subject
to adjustment as provided in Section 8 below, no more than an aggregate of
100,000 shares of Class A Common Stock (the “Common Stock”) shall be
delivered to Non-Employee Directors or their beneficiaries under the Director
Plan, which shall be treasury shares. All shares awarded under the Director
Plan will be charged against the total available for grant. |
| 5.
Restricted Stock Grant |
| Beginning
with the annual meeting held in September 2009, and as soon as practicable
after every Annual Meeting, each Non-Employee Director shall receive shares
of the Company’s Common Stock, (rounded upward or downward to the nearest
whole share), equal in value to 100 percent of the cash compensation which
such Non-Employee Director has received (or would have received but for an
election pursuant to Section 6 below) from the Company for services as a
Non-Employee Director during 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. Cash compensation for purposes of this paragraph
shall include the annual retainer fee, but shall exclude the additional
retainer fees paid to committee chairmen and any expense reimbursements. The
value of the Common Stock for purposes of this paragraph shall be determined
as of the date of the just concluded Annual Meeting and shall be equal to the
closing price for the Common Stock as reported by any exchange on which the
Common Stock may be listed on such date or, if no shares of the Common Stock
were traded on such date, on the next preceding date on which the Common
Stock was traded. The grant shares may not be sold or transferred during the time
the Non-Employee Director remains a Director, but may be sold or transferred
in the case of death or disability of the Non-Employee Director. |
| 6.
Election to Receive Stock in Lieu of Eligible Cash Fees |
| Subject
to the terms and conditions of the Director Plan, each Non-Employee Director
may elect to receive shares of Common Stock (rounded upward or downward to
the nearest whole share) in lieu of 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. The Company encourages Non-Employee Directors to
make this election. This election may be made in increments of 25%, 50%, 75% or
100% of such compensation, as determined in accordance with Section 7 below.
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 6 to have cash compensation paid in
shares of Stock shall be valid only if it is in writing, signed by the |

C-1

| Non-Employee Director, and
filed with the Corporate Secretary of the Company. The 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.
Common 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. For purposes of this paragraph, cash compensation
shall mean the Non-Employee Director’s annual retainer fee and the additional
retainer fee received by committee chairmen. | |
| --- | --- |
| 7.
Equivalent Amount of Stock | |
| The
number of whole shares of Common Stock to be distributed to a Non-Employee
Director in accordance with the Non-Employee Director’s election made under
Section 6 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
Common Stock as reported by any exchange on which the Common Stock may be
listed on the date of the regularly scheduled quarterly meeting of the Board
of Directors or, if no shares of Common Stock were traded on such date, on
the next preceding date on which the Common Stock was traded. |
| 8. Change
in Capital Stock | |
| The
total number of shares of Common Stock that may be issued under the Director
Plan generally shall be appropriately adjusted for any change in the
outstanding shares of Common Stock through recapitalization, stock split,
stock dividend or other change in the corporate structure, or through merger
or consolidation in which the Company is the surviving corporation. The Board
in its discretion will determine such adjustments and the manner of
application. | |
| 9.
Nonassignability | |
| No
rights under the Director Plan shall be assignable or transferable by a
Non-Employee Director other than by will or the laws of descent and
distribution | |
| 10. Legal
Requirements | |
| The
issuance of shares pursuant to the Director Plan and the subsequent transfer
of such shares shall be conditioned upon compliance with the listing
requirements of any securities exchange upon which the Stock may be listed,
the requirements of the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the requirements of applicable state
laws relating to authorization, issuance or sale of securities. The Board may
take such measures as it deems desirable to secure compliance with the
foregoing. | |
| 11.
Administration | |
| The
Board shall administer and interpret the Director Plan in its sole
discretion. | |
| 12.
Construction; Amendment; Termination | |
| The
Director Plan shall be construed in accordance with the laws of the State of
New York, and may be amended by action of the Board and approval of the
shareholders, or terminated at any time by action of the Board. | |

C-2

JOHN WILEY & SONS, INC. 111 RIVER STREET HOBOKEN, NJ 07030

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 16, 2009 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 16, 2009 or the cut-off date for the 401K Plan participants noted below. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

JOHN WILEY & SONS, INC.				For	Withhold	For All
				All	All	Except
The Board of Directors recommends a vote “FOR” all nominees and “FOR” proposals 2, 3, 4 and 5.				o	o	o
Vote on
Directors
1.	The election as directors of all nominees listed below,
except as marked to the contrary.
	Nominees:
	01) Kim Jones 02) Raymond W. McDaniel, Jr.	03) 04)	William B. Plummer Kalpana Raina
Vote on Proposals:						For	Against	Abstain
2.	Ratification of the appointment of KPMG LLP as independent accountants.					o	o	o
3.	Approval of the 2009 Key Employee Stock Plan.					o	o	o
4.	Approval of the 2009 Executive Annual Incentive Plan.					o	o	o
5.	Approval of the 2009 Director Stock Plan.					o	o	o
Notice to participants in the John Wiley & Sons, Inc. Employee Savings Plan (“401K”) and the Payroll Deduction Employee Stock
Purchase Plan (“ESPP”):
If you participate in
the 401K or the ESPP, this proxy card includes shares that the relevant plans have credited to this account.
To allow for sufficient time for the 401K Trustee to vote, the Trustee must
receive your voting instructions by 11:59 p.m. Eastern Daylight Time on Monday,
September 14, 2009. If the 401K Trustee does not receive your instructions by
that date, the Trustee will vote the shares held in the same proportion as votes
from other participants in the 401K.
PLEASE SIGN EXACTLY AS YOUR NAME(S)
APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator,
trustee or guardian, please give your full title. If shares are held jointly,
each holder should sign. Please sign exactly as your name(s) appear(s)
hereon.
For address changes and/or comments,
please check this box and write them on the back where indicated.						o
Please indicate if you plan to attend this meeting.				o	o
				Yes	No
PLEASE COMPLETE, DATE, SIGN, AND MAIL
THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE
YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY TELEPHONE.
Signature [PLEASE SIGN WITHIN
BOX]			Date	Signature (Joint Owners)		Date

JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 17, 2009

YOUR VOTE IS IMPORTANT!

PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

CLASS A

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com.

M16282 - P83449

PROXY/VOTING INSTRUCTION CARD

JOHN WILEY & SONS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Peter Booth Wiley, William J. Pesce and Michael L. Preston as the proxies of the undersigned, with full power of substitution to each of them, to vote the Class A Common Stock, which the signee is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons, Inc. and any and all adjournments thereof, to be held at the Company’s headquarters, 111 River Street, Hoboken, New Jersey, on September 17, 2009, at 9:30 A.M., Eastern Daylight Saving Time.

The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted “FOR” the Election of Directors and “FOR” Proposals: 2, 3, 4 and 5.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

(Continued, and to be marked, dated and signed, on the other side)

JOHN WILEY & SONS, INC. 111 RIVER STREET HOBOKEN, NJ 07030

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on September 16, 2009. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on September 16, 2009. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
M16283 - P83449	KEEP THIS PORTION FOR YOUR RECORDS
	DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

JOHN WILEY & SONS, INC.			For	Withhold	For All
			All	All	Except
The Board of Directors recommends a vote “FOR” all nominees and
“FOR” proposals 2, 3, 4 and 5.			o	o	o
Vote on
Directors
1.	The election as directors of all nominees listed
below, except as marked to the contrary.
	Nominees:
	01) Warren J. Baker 02) Richard M Hochhauser 03) Matthew S. Kissner 04) Eduardo Menascé	05) William J. Pesce 06) Bradford Wiley II 07) Peter Booth Wiley
Vote on Proposals:					For	Against	Abstain
2.	Ratification of the appointment of KPMG LLP as independent accountants.				o	o	o
3.	Approval of the 2009 Key Employee Stock Plan.				o	o	o
4.	Approval of the 2009 Executive Annual Incentive Plan.				o	o	o
5.	Approval of the 2009 Director Stock Plan.				o	o	o
PLEASE COMPLETE, DATE, SIGN, AND
MAIL THIS INSTRUCTION CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE OR
PROVIDE YOUR INSTRUCTIONS TO VOTE VIA THE INTERNET OR BY
TELEPHONE.
For address changes and/or comments, please check this box and write them on the
back where indicated.					o
Please indicate if you plan to attend this meeting.			o	o
			Yes	No
PLEASE SIGN EXACTLY AS YOUR NAME(S)
APPEAR(S) ON THIS CARD. When signing as an attorney, executor, administrator,
trustee or guardian, please give your full title. If shares are held jointly,
each holder should sign. Please sign exactly as your name(s) appear(s) hereon.
Signature [PLEASE SIGN WITHIN
BOX]		Date	Signature (Joint Owners)		Date

JOHN WILEY & SONS, INC. - ANNUAL MEETING, SEPTEMBER 17, 2009

YOUR VOTE IS IMPORTANT!

PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS

CLASS B

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement and Annual Report are available at www.proxyvote.com.

M16284 - P83449

PROXY/VOTING INSTRUCTION CARD

JOHN WILEY & SONS, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Peter Booth Wiley, William J. Pesce and Michael L. Preston as the proxies of the undersigned, with full power of substitution to each of them, to vote the Class B Common Stock, which the signee is entitled to vote at the Annual Meeting of Shareholders of John Wiley & Sons, Inc. and any and all adjournments thereof, to be held at the Company’s headquarters, 111 River Street, Hoboken, New Jersey, on September 17, 2009, at 9:30 A.M., Eastern Daylight Saving Time.

The proxies are directed to vote as specified, and in their discretion on all other matters which may come before the meeting or any adjournments thereof. If no direction is given, this proxy will be voted “FOR” the Election of Directors and “FOR” Proposals: 2, 3, 4 and 5.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

(Continued, and to be marked, dated and signed, on the other side)

*** Exercise Your Right to Vote ***

IMPORTANT NOTICE Regarding the Availability of Proxy Materials

JOHN WILEY & SONS, INC.	Meeting Information — Meeting Type:	Annual Meeting
	For holders as of:	7/22/09
	Date: 9/17/09 Time: 9:30 a.m. EDT
JOHN WILEY
& SONS, INC. 111 RIVER STREET HOBOKEN, NJ 07030	Location:	Company Headquarters 111 River Street Hoboken, NJ 07030
	You are receiving this communication because you hold shares in the
company named above. This is not a ballot. You cannot use this notice to vote these shares. This
communication presents only an overview of the more complete proxy materials
that are available to you on the Internet. You may view the proxy materials
online at www.proxyvote.com or
easily request a paper copy (see reverse side). We encourage you to access and review all of the important information
contained in the proxy materials before voting.
	See the reverse side of this notice to obtain proxy
materials and voting instructions.

M16295-P83449

How to Access the Proxy Materials

| Proxy Materials
Available to VIEW or RECEIVE: | | | |
| --- | --- | --- | --- |
| NOTICE AND PROXY
STATEMENT ANNUAL
REPORT | | | |
| How to View
Online: | | | |
| Have the 12-Digit Control Number
available (located on the following page) and visit: www.proxyvote.com. | | | |
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and Receive a PAPER or E-MAIL Copy: | | | |
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or e-mail copy of these documents, you must request one. There is NO charge
for requesting a copy. Please choose one of the following methods to make
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| | 1) | BY INTERNET : | www.proxyvote.com |
| | 2) | BY TELEPHONE : | 1-800-579-1639 |
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| * | If requesting materials by e-mail,
please send a blank e-mail with the 12-Digit Control Number (located on the
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instructed above on or before 9/3/09. | | | |

Please Choose One of the Following Voting
Methods

| Vote In Person: Many
shareholder meetings have attendance requirements including, but not limited
to, the possession of an attendance ticket issued by the entity holding the
meeting. Please check the meeting materials for any special requirements for
meeting attendance. At the meeting, you will need to request a ballot to vote
these shares. |
| --- |
| Vote By
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Control Number available and follow the instructions. |
| Vote
By Mail: You can vote by mail by requesting a paper copy of the materials,
which will include a proxy card. |

M16296-P83449

Voting Items
The Board
of Directors recommends you vote “FOR” all nominees “FOR” proposals 2, 3, 4 and 5.
1.	Election of Directors
	Nominees:
	01)	Kim Jones	03)	William B. Plummer
	02)	Raymond W. McDaniel, Jr.	04)	Kalpana Raina
2.	Ratification of the
appointment of KPMG LLP as independent accountants.
3.	Approval of the 2009 Key
Employee Stock Plan.
4.	Approval of the 2009
Executive Annual Incentive Plan.
5.	Approval of the 2009
Director Stock Plan.
CLASS A
M16297-P83449

Voting Items
The Board
of Directors recommends you vote “FOR” all nominees “FOR” proposals 2, 3, 4 and 5.
1.	Election of Directors
	Nominees:
	01)	Warren J. Baker	05)	William J. Pesce
	02)	Richard M Hochhauser	06)	Bradford Wiley II
	03)	Matthew S. Kissner	07)	Peter Booth Wiley
	04)	Eduardo Menascé
2.	Ratification of the
appointment of KPMG LLP as independent accountants.
3.	Approval of the 2009 Key
Employee Stock Plan.
4.	Approval of the 2009
Executive Annual Incentive Plan.
5.	Approval of the 2009
Director Stock Plan.
CLASS B
M16298-P83449

M16299-P83449