JOHN WILEY & SONS, INC. FY 2017 QUALIFIED EXECUTIVE LONG TERM INCENTIVE PLAN PLAN DOCUMENT CONFIDENTIAL May 1, 2016 CONTENTS

I.

Definitions

2

II.

Plan Objectives

3

III.

Eligibility

3

IV.

Performance Targets and Measurement

4

V.

Performance Evaluation

4

VI.

Restricted Performance Share Units Award Provisions

5

VII.

Restricted Share Units

6

VIII.

Payouts

6

A. 

Performance targets, comprising one or more financial goals, are defined for each business unit. Each financial goal is assigned a weight, such that the sum of the weights of all financial goals for a business unit equals 100%.

Each participant is assigned performance targets for one or more business units, based on the participant’s position, responsibilities, and his/her ability to affect the results of the assigned business unit. For each participant, each business unit is assigned a weight, such that the sum of the weights of all business units for a participant equals 100%. Collectively, all business unit performance targets constitute the participant’s plan period objectives.

C. 

Each financial goal is assigned performance levels (threshold, target and outstanding).

A.  

Financial Results

1.  

At the end of the plan period, the financial results for each business unit are compared with that unit’s financial goals to determine the payout for each participant.

2.  

In determining the attainment of financial goals, the impact of  any of the events (1) through (9) listed in Section 10.2 of the shareholder plan, if dilutive (causes a reduction in the financial result) will be excluded from the financial results for any affected business unit.

3.  

Award Determination

·  

Achievement of threshold performance of at least one financial goal of a performance target is necessary for a participant to receive a payout for that performance target.

·  

The unweighted payout factor for each financial goal is determined as follows:

1.  

For performance below the threshold level, the payout factor is zero.

2.  

For performance at the threshold level, the payout factor is 50%.

3.  

For performance between the threshold and target levels, the payout factor is between 50% and 100%, determined on a pro-rata basis.

4.  

For performance at the target level, the payout factor is 100%.

5.  

For performance between the target and outstanding levels, the payout factor is between 100% and 150%, determined on a pro-rata basis.

6.  

For performance at or above the outstanding level, the payout factor is 150%.

·  

A participant’s plan-end adjusted restricted performance share unit award is determined as follows:

7.  

Each financial goal’s unweighted payout factor determined above times the weighting of that financial goal equals the weighted payout factor for that financial goal

8.  

The sum of the weighted payout factors for a business unit’s financial goals equals the payout factor for that performance target.

9.  

The participant’s target incentive

10.  

The sum of the payouts for all the business units assigned to a participant equals the participant’s total plan-end adjusted restricted performance share unit award.

·  

The Committee may, in its sole discretion, reduce a participant’s payout to any level it deems appropriate.

A.  

Restricted performance share units, equal to a participant’s target incentive, shall be determined at the beginning of the plan period.  In addition to the terms and conditions set forth in the shareholder plan, the restricted period for the plan-end adjusted restricted performance share unit award shall be as follows: subject to continued employment except as otherwise provided in Section VIII, the lapse of restrictions on one-half of the restricted performance shares awarded will occur at the end of the plan period once performance has been approved by the Committee (June 30, 2019), and the lapse of restrictions on the remaining half will occur on the first anniversary of the plan period end date (April 30, 2020).

The plan-end adjusted restricted performances share unit award will be compared to the restricted performance share units targeted at the beginning of the plan period, and the appropriate amount of restricted performance share units will be awarded or forfeited, as required, to bring the restricted performance share units award to the number of shares designated as the plan-end adjusted restricted performance share unit award.

A.  

Normal Payout.  Plan-end adjusted restricted performances share units awards will be made within 2-1/2 months after the end of the plan period.

B.  

Resignation or Termination with or without Cause.  Except as otherwise provided in this Section VIII or in a written agreement approved by the Committee, a participant who resigns, or whose employment is terminated by the Company, with or without cause before the award is vested, will forfeit the right to receive an award.

C.  

Death or Disability.  Solely to the extent provided by the Committee in the award summary or in a written agreement, in the event of a participant’s death or disability while in employment prior to the end of the plan period, the participant (or, in the event of death, his or her estate) will receive a prorated plan-end adjusted performance share unit award which shall be paid out in shares based upon actual performance upon the conclusion of the plan period, within 2-1/2 months after the end of the plan period. “Disability” for this purpose will be determined by the Committee under a definition permitted under Code Section 409A.

D.  

Retirement.  Except as otherwise provided in this Section VIII or in a written agreement approved by the Committee, in the event of a participant’s retirement as that term is defined in the shareholder plan, prior to the end of the plan period, the participant will receive a prorated plan-end adjusted performance share unit award (as determined by the Committee) which shall be paid out in shares based upon actual performance upon the conclusion of the plan period, within 2-1/2 months after the end of the plan period.

Change of Control.  In the event of a Change of Control, as that term is defined in the shareholder plan, in cases where:

·  

the acquiring company is not publicly traded, or

·  

where the acquiring company is publicly traded and the company does not assume or replace the outstanding equity, or

·  

participant’s employment is terminated due to a "without cause termination" or "constructive discharge" within twenty-four months following a change of control,

F.  

Restricted Performance Share Units Earned for Completed Plan Periods.  In the event of the participant’s death, Disability, or retirement as that term is defined in the shareholder plan or restricted performance share unit grant agreement, following the end of the plan period but prior to full vesting of the plan-end adjusted restricted performance share unit awards, such restricted performance share units shall immediately become fully vested.

G.  

Change in Position.  A participant who is hired or promoted into an eligible position during the plan period may receive a prorated plan-end adjusted restricted performances share unit award as determined by the Committee, in its sole discretion.

A.  

The plan will be administered by the Committee, which shall have authority in its sole discretion to interpret and administer this plan, including, without limitation, all questions regarding eligibility and status of any participant, and no participant shall have any right to receive a payout or payment of any kind whatsoever, except as determined by the Committee hereunder.

B.  

The Company will have no obligation to reserve or otherwise fund in advance any amount which may become payable under the plan.

C.  

In the event that the Company is required to file a restatement of its financial results due to fraud, gross negligence or intentional misconduct by one or more employees and/or material non-compliance with Securities laws, the Company will cancel the unvested restricted performance shares previously granted to all participants in the amount by which such shares exceeded any lower number of shares that would have been earned based on the restated financial results, for the plan cycle in which the restatement was required, and if applicable, any gain associated with the award for that plan cycle will be repaid to the Company by the participant in the amount by which such gain exceeded any lower gain that would have been made based on the restated financial results, to the full extent required or permitted by law.  This provision extends beyond the clawback requirements under Sarbanes-Oxley that are limited to our Chief Executive Officer and Chief Financial Officer.

This plan may not be modified or amended except with the approval of the Committee, in accordance with the provisions of the shareholder plan.

E.  

In the event of a conflict between the provisions of this plan and the provisions of the shareholder plan, the provisions of the shareholder plan shall apply.

F.  

No awards of any type under this plan shall be considered as compensation for purposes of defining compensation for retirement, savings or supplemental executive retirement plans, or any other benefit.