Wrigley Wm Jr Co Sample Contracts

AGREEMENT AND PLAN OF MERGER AMONG WM. WRIGLEY JR. COMPANY, MARS, INCORPORATED, NEW UNO HOLDINGS CORPORATION AND NEW UNO ACQUISITION CORPORATION Dated as of April 28, 2008
Agreement and Plan of Merger • April 30th, 2008 • Wrigley Wm Jr Co • Sugar & confectionery products • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of April 28, 2008 (this “Agreement”), among Wm. Wrigley Jr. Company, a Delaware corporation (the “Company”), Mars, Incorporated, a Delaware Corporation (“Parent”), New Uno Holdings Corporation, a Delaware corporation (“Holdings”) and New Uno Acquisition Corporation, a Delaware corporation (“Merger Sub”).

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Commercial Paper Dealer Agreement Between: Wm. Wrigley Jr. Company, as Issuer and Concerning Notes to be issued pursuant to an Issuing and Paying Agency Agreement dated as of April 29, 2005 between the Issuer and JPMorgan Chase Bank, as Issuing and...
Paper Dealer Agreement • May 4th, 2005 • Wrigley Wm Jr Co • Sugar & confectionery products • New York

This agreement as amended, supplemented or otherwise modified and in effect from time to time (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

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CREDIT AGREEMENT DATED AS OF JULY 14, 2005 AMONG WM. WRIGLEY JR. COMPANY, THE LENDERS AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
Credit Agreement • July 15th, 2005 • Wrigley Wm Jr Co • Sugar & confectionery products • New York

This Credit Agreement, dated as of July 14, 2005, is among Wm. Wrigley Jr. Company, a Delaware corporation, the Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent.

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ISSUING AND PAYING AGENCY AGREEMENT
Issuing and Paying Agency Agreement • May 4th, 2005 • Wrigley Wm Jr Co • Sugar & confectionery products • New York

This Agreement, dated as of April 29, 2005, is by and between Wm. Wrigley Jr. Company (the “Issuer”) and JPMorgan Chase Bank, National Association (“JPMorgan”).

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WM. WRIGLEY JR. COMPANY RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 19th, 2008 • Wrigley Wm Jr Co • Sugar & confectionery products

Wm. Wrigley Jr. Company, a Delaware corporation (the “Company”), hereby grants to [___] (the “Holder”) as of May ___, 2008 (the “Grant Date”), pursuant to the provisions of the Company’s 2007 Management Incentive Plan, as amended (the “Plan”), the Restricted Stock Program maintained under the Plan (the “Program”), and this Restricted Stock Unit Award Agreement (this “Agreement”) a Restricted Stock Unit Award (the “Award”) with respect to [___] shares of the Company’s Common Stock, without par value (“Stock”), upon and subject to the restrictions, terms and conditions set forth below and in the Plan and the Program. Capitalized terms not defined herein shall have the meanings specified in the Plan or the Program.

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Wm. Wrigley Jr. Company Underwriting Agreement
Wrigley Wm Jr Co • July 14th, 2005 • Sugar & confectionery products • New York

Wm. Wrigley Jr. Company, a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as the representatives (the “Representatives”), $500 million principal amount of its 4.30% Senior Notes due 2010 (the “2010 Notes”) and $500 million principal amount of its 4.65% Senior Notes due 2015 (the “2015 Notes” and, collectively with the 2010 Notes, the “Notes”). The Securities will be issued pursuant to an indenture, to be dated as of July 14, 2005 (the “Indenture”), among the Company and J.P. Morgan Trust Company, National Association, as trustee (the “Trustee”), the form of which has been filed as Exhibit 4.1 to the registration statement on Form S-3 (File No. 333-123077) by the Company. This agreement (the “Agreement”) is to confirm the agreement concerning the purchase of the Securit

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PROXY AND RIGHT OF FIRST OFFER AGREEMENT
Proxy and Right of First Offer Agreement • July 29th, 2008 • Wrigley Wm Jr Co • Sugar & confectionery products • Delaware

THIS PROXY AND RIGHT OF FIRST OFFER AGREEMENT (the “Agreement”) is made and entered into as of the 14th day of December, 2001 and is effective as of the Effective Date (as defined below), between Santa Catalina Island Company, a Delaware corporation (hereinafter referred to as “SCI”), and William Wrigley, Jr. (hereinafter referred to as “WWJ”).

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EXECUTION COPY WM. WRIGLEY JR. COMPANY and EQUISERVE, L.P., Rights Agent Rights Agreement Dated as of June 1, 2001 TABLE OF CONTENTS
Rights Agreement • June 5th, 2001 • Wrigley William Jr Co • Sugar & confectionery products • Delaware
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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • May 18th, 2007 • Wrigley Wm Jr Co • Sugar & confectionery products • New York

This Amendment (this “Amendment”) is entered into as of May 17, 2007 by and among Wm. Wrigley Jr. Company, a Delaware corporation (the “Borrower”), JPMorgan Chase Bank, N. A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.

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VOLUNTARY SEPARATION AGREEMENT AND GENERAL RELEASE
Voluntary Separation Agreement and General Release • May 10th, 2006 • Wrigley Wm Jr Co • Sugar & confectionery products • Illinois

This Agreement is made and entered into this 1st day of May, 2006, by and between the Wm. Wrigley Jr. Company (the “Company”) and Mr. Ronald V. Waters (“Mr. Waters”), who has been employed as Chief Operating Officer. Mr. Waters has decided that it is in his best interests to elect early retirement from the Company. To bridge Mr. Waters to early retirement and to assist Mr. Waters in meeting his financial needs during this period, the Company has offered to supplement Mr. Waters’s benefits that have accrued under established, qualified and welfare plans with a voluntary individual severance program, and Mr. Waters has voluntarily accepted the offer. Mr. Waters and the Company are now desirous of effecting an amicable separation of employment.

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VOLUNTARY SEPARATION AGREEMENT AND GENERAL RELEASE
Voluntary Separation Agreement and General Release • July 18th, 2006 • Wrigley Wm Jr Co • Sugar & confectionery products • Illinois

This Agreement is made and entered into as of the dates set forth below, by and between the Wm. Wrigley Jr. Company (the “Company”) and Mr. Darrell Splithoff (“Mr. Splithoff”), who has been employed as Senior Vice President, Worldwide Supply Chain. Mr. Splithoff has decided that it is in his best interests to elect early retirement from the Company. The Company has offered to supplement Mr. Splithoff’s benefits that have accrued under established, qualified and welfare plans with a voluntary individual severance program, and Mr. Splithoff has voluntarily accepted the offer. Mr. Splithoff and the Company are now desirous of effecting an amicable separation of employment.

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AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • April 30th, 2008 • Wrigley Wm Jr Co • Sugar & confectionery products • Delaware

This AMENDMENT (“Amendment”), effective as of April 27, 2008 by and between Wm. Wrigley Jr. Company, a Delaware corporation (the “Company”), and ComputerShare Trust Company N.A. (as successor to EquiServe, L.P.) (the “Rights Agent”).

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ASSET PURCHASE AGREEMENT dated as of November 14, 2004 between KRAFT FOODS GLOBAL, INC. and WM. WRIGLEY JR. COMPANY
Asset Purchase Agreement • November 18th, 2004 • Wrigley Wm Jr Co • Sugar & confectionery products • New York

AGREEMENT (this “Agreement”) dated as of November 14, 2004 between Kraft Foods Global, Inc., a Delaware corporation (“Seller”) and Wm. Wrigley Jr. Company, a Delaware corporation (“Buyer”).

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WM. WRIGLEY JR. COMPANY RETENTION BONUS AWARD LETTER
Wrigley Wm Jr Co • May 19th, 2008 • Sugar & confectionery products • Delaware

As you are aware, on April 28, 2008, the Wm. Wrigley Jr. Company, a Delaware corporation (the “Company”) entered into an Agreement and Plan of Merger with Mars, Incorporated, New Uno Holdings Corporation and New Uno Acquisition Corporation (the “Merger Agreement”), whereby New Uno Acquisition Corporation will merge with and into the Company and the Company will operate as a separate, stand-alone business unit under Mars, Incorporated.

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