WM. WRIGLEY JR. COMPANY RETENTION BONUS AWARD LETTER
Exhibit - 10.3
WM. XXXXXXX XX. COMPANY
RETENTION BONUS AWARD LETTER
RETENTION BONUS AWARD LETTER
Date:
Dear [ ],
As you are aware, on April 28, 2008, the Wm. Xxxxxxx Xx. 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.
1. Grant of Retention Bonus Opportunity. Upon the Effective Time (as defined in the
Merger Agreement) and subject to your continued employment with the Company through the Effective
Time and the provisions of this letter, you will be awarded a cash retention bonus opportunity from
the Company (the “Retention Bonus”). The Retention Bonus will be equal to the product of (x) the
per-share Merger Consideration as defined in the Merger Agreement ($80.00), and (y) the sum of (A)
the number of restricted stock units subject to the Restricted Stock Unit Award Agreement between
you and the Company, dated May , 2008 (the “Award Agreement”) that were cancelled and were not
vested as of the Effective Time, pursuant to Section 10 thereof, plus (B) fifty percent (50%) of
the total number of restricted stock units originally subject to the Award Agreement, less
applicable withholding.
2. Payment of Retention Bonus. Subject to your continued employment with the Company
through the second anniversary of the Effective Time, you will receive a lump sum cash payment of
the Retention Bonus on the second anniversary of the Effective Time. In the event you are
terminated by the Company without “Cause” (as defined below), or due to your Disability (as defined
in the Award Agreement) or death, in each case after the Effective Time but prior to the second
anniversary of the Effective Time, you will receive the Retention Bonus on an accelerated basis
promptly following such qualifying termination of employment. In the event your employment
terminates or is terminated for any other reason prior to the second anniversary of the Effective
Time, you will not be entitled to, and will immediately forfeit any rights to, any Retention Bonus.
For purposes of this letter, “Cause” shall have the meaning set forth in your severance agreement
with the Company.
3. No Rights to Continued Employment. In no event will the granting of the Retention
Bonus be deemed to give you any right to continued employment by the Company or any successor.
4. Interpretation. Any dispute regarding the interpretation of this letter shall be
submitted by you or the Company to the Company’s Board of Directors for review. The resolution of
such a dispute by the Company’s Board of Directors shall be final and binding on you and the
Company.
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CASH AWARD FOR SEVERANCE AGREEMENT HOLDERS OTHER THAN JULY RETIREES
5. Binding Effect On Successors. The Company may assign any of its rights under this
letter. This letter shall be binding upon and inure to the benefit of the successors and assigns of
the Company.
6. Section 409A. It is intended that this letter shall comply with the provisions of
section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury
Regulations relating thereto so as not to subject you to the payment of additional taxes and
interest under section 409A of the Code. In furtherance of this intent, this letter shall be
interpreted, operated, and administered in a manner consistent with these intentions, and to the
extent that any regulations or other guidance issued under section 409A of the Code would result in
your being subject to payment of additional income taxes or interest under section 409A of the
Code, you and the Company agree to amend this letter in order to avoid the application of such
taxes or interest under section 409A of the Code. The Company will consult with you in good faith
regarding the implementation of the provisions of this Section 6; provided that neither the Company
nor any of its employees or representatives shall have any liability to you with respect to
thereto.
7. No Affect On Other Benefits. Any payments made hereunder shall not be taken into
account in computing your salary or compensation for the purposes of determining any benefits or
compensation under (i) any pension, retirement, life insurance or other benefit plan of the Company
or its affiliates or (ii) any agreement between the Company or its affiliates and you.
8. Entire Agreement/Governing Law. This agreement constitutes the entire agreement
and understanding among the parties hereto with respect to the subject matter hereof and shall be
construed in accordance with and governed by the laws of the State of Delaware.
| WM. XXXXXXX XX. COMPANY |
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| By: | ||||
| Name: | Xxxxxxx Xxxxx | |||
| Title: | President and Chief Executive Officer | |||
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