EXHIBIT 10.01
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
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CONFIDENTIAL TO: <<>>
In the meeting on <<>>, the Compensation Committee of the Board of Directors of
Steelcase Inc. granted you Performance Shares under the Steelcase Inc. Incentive
Compensation Plan (the "Plan"), subject to the terms and execution of this Award
Agreement.
This Award Agreement provides additional information regarding your Award and
your rights under the Plan. A copy of the Plan has already been provided to you.
If there is any inconsistency between this Award Agreement and the Plan, the
Plan controls. Capitalized terms used in this Award Agreement are defined in the
Plan, unless defined herein.
OVERVIEW OF YOUR AWARD
1. TYPE OF AWARD: Performance Shares as authorized under Article 9 of
the Plan.
2. TARGET NUMBER OF PERFORMANCE SHARES UNDER THIS AWARD: <<>>
3. AWARD DATE: <<>>
4. PERFORMANCE MEASURES: Cumulative cash flow per share and average
annual operating income during the three-year performance period, as
outlined in Article 12 of the Plan.
5. PERFORMANCE PERIOD: The Performance Period for this Award is
February 25, 2006 through February 28, 2009.
6. NUMBER OF PERFORMANCE SHARES EARNED: After completion of the
Performance Period, the number of Performance Shares earned under
this Agreement will be determined, with 50% of the Award based on
cumulative cash flow per share and 50% of the Award based on average
annual operating income, according to the following formula:
Total Number of Performance Shares Earned = A + B
A. Cumulative Cash Flow Per Share
CUMULATIVE CASH FLOW PER SHARE PERFORMANCE SHARES EARNED
------------------------------ ----------------------------------------------------
Less than $2.60 per share 0
$2.60 to $5.20 per share (((50% Target / 2) / $2.60 per share) x (Performance
- $2.60 per share)) + (50% Target / 2)
More than $5.20 to $7.80 per (((50% Target / 2) / $1.30 per share) x (Performance
share - $5.20 per share)) + (50% Target)
More than $7.80 per share 50% Target x 200%
B. Average Annual Operating Income
AVERAGE ANNUAL OPERATING INCOME PERFORMANCE SHARES EARNED
------------------------------- -------------------------------------------------
Less than $148 million 0
$148 to $296 million (((50% Target / 2) / $148 million) x (Performance
- $148 million)) + (50% Target / 2)
More than $296 to $346 million (((50% Target / 2) / $25 million) x (Performance
- $296 million )) + (50% Target)
More than $346 million 50% Target x 200%
Target = Target number of Performance Shares under this Award.
Performance = Actual results under the Performance Measure.
Earned Peformance Shares will vest on February 28, 2009 and be paid in
Shares or cash as soon as administratively practicable following the close
of the applicable Performance Period.
7. DIVIDEND EQUIVALENTS ON EARNED PERFORMANCE SHARES: Any dividends
declared during the Performance Period with respect to the Shares
underlying your earned Performance Shares will be paid as soon as
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practicable following the end of the Performance Period, either in
cash or in stock, as determined by the Board of Directors. Cash
equivalents will be valued as of the date(s) on which the
dividend(s) were declared during the Performance Period. Stock
dividends will be valued at the Fair Market Value measured at the
end of the Performance Period and will be governed by Article 17.1
of the Plan. Any payments made are not actual dividends (see Section
12). You do not become a shareholder during the Performance Period,
but rather at the date of vesting upon transfer of the Shares into
your name.
8. DEATH, DISABILITY OR RETIREMENT DURING THE PERFORMANCE PERIOD:
a) If you die or become totally and permanently disabled while an
Employee during the Performance Period, the target number of
Performance Shares will be deemed earned and vested according to the
following schedule. Any remaining unearned Performance Shares will
be forfeited.
- If death or qualifying disability occurs from 2/25/06 through
2/23/07,
<<>> Performance Shares will immediately be earned and vested.
- If death or qualifying disability occurs from 2/24/07 through
2/29/08,
<<>> Performance Shares will immediately be earned and vested.
- If death or qualifying disability occurs from 3/1/08 through
2/28/09
<<>> Performance Shares will immediately be earned and vested.
b) In the event of your retirement during the Performance Period, you
will be treated as continuing in employment for purposes of earning
and vesting in your Award. You will be considered to have retired if
your termination of employment occurs after your age plus years of
continuous service total 80 or more.
9. FORFEITURE OF AWARDS:
a) All unearned Performance Shares will be forfeited upon a termination
of your employment during the Performance Period for any reason
other than death, total and permanent disability or retirement.
b) Pursuant to Article 15.4 of the Plan, if you engage in any
Competition with the Company (as defined in the Plan and determined
by the Administrative Committee in its discretion) you will
immediately and permanently forfeit the right to receive payment
from this Award, whether or not vested. You must return to the
Company any gain resulting from this Award at any time within the
twelve-month period preceding the date you engaged in Competition
with the Company.
10. CHANGE IN CONTROL: Pursuant to Article 16.1(c) of the Plan, upon a
Change in Control after <<>>, the target payout opportunity under
this Award shall be deemed to have been fully earned for the entire
Performance Period as of the effective date of the Change in
Control. Vesting shall be accelerated as of the effective date of
the Change in Control, and there shall be paid to you within thirty
(30) days following the effective date of the Change in Control a
pro rata number of Shares based upon an assumed achievement of all
relevant targeted performance goals and upon the length of time
within the Performance Period which has elapsed prior to the Change
in Control.
11. TRANSFER: Performance Shares may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will
or by the laws of descent and distribution.
12. VOTING RIGHTS AND DIVIDENDS: During the Performance Period, you will
not have voting rights with respect to your Performance Shares and,
other than as set forth in Section 7 of this Award Agreement, you
will not be entitled to receive any dividends declared with respect
to your Performance Shares. After the Performance Period, you will
obtain voting rights and be entitled to receive any dividends
declared with respect to your vested Performance Shares.
13. TAXES: The Company has the right to withhold Shares or cash that
would otherwise be received by you for the statutory minimum
Federal, state, social security, medicare, or local withholding tax
due. The Company may
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also collect withholding tax directly from you. You may also elect
to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having a Fair Market Value on the
date the tax is to be determined equal to the minimum statutory
total tax which could be imposed on the transaction.
14. ADMINISTRATION: This Award Agreement and the rights of the
Participant hereunder are subject to all the terms and conditions of
the Plan, as the same may be amended from time to time, as well as
to such rules and regulations as the Committee may adopt for
administration of the Plan. It is expressly understood that the
Committee or its designee is authorized to administer, construe, and
make all determinations necessary or appropriate to the
administration of the Plan and this Award Agreement, all of which
will be binding upon the Participant.
15. REQUIRED APPROVALS: This Award Agreement will be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be
required.
16. GOVERNING LAW: To the extent not preempted by federal law, this
Award Agreement will be governed by, and construed in accordance
with, the laws of the State of Michigan, USA.
17. AMENDMENT: This Award Agreement may be amended or modified by the
Committee as long as the amendment or modification does not
materially adversely affect your Award, provided, however, that the
Company may amend this Award Agreement in any manner reasonably
intended to avoid the acceleration of tax and the possible
imposition of penalties under Section 409A of the Code.
By signing this Award Agreement, you hereby acknowledge:
(a) that the Plan is discretionary in nature and may be suspended or
terminated at any time;
(b) that each grant of a Performance Share is a one-time benefit which does
not create any contractual or other right to receive future grants of
Performance Shares, or benefits in lieu of Performance Shares;
(c) that all determinations with respect to future grants, if any, including,
but not limited to, the times when the Performance Shares will be granted,
the number of Shares subject to each grant, and the time or times when
each Share will vest, will be at the sole discretion of the Board of
Directors;
(d) that your participation in the Plan does not create a right to further
employment with your employer and will not interfere with the ability of
your employer to terminate your employment relationship at any time with
or without cause;
(e) that your participation in the Plan is voluntary;
(f) that the value of the Performance Shares is an extraordinary item of
compensation which is outside the scope of your employment contract, if
any;
(g) that the Performance Shares are not part of normal and expected
compensation for purposes of calculating any severance, resignation,
redundancy, end of service payments, bonuses, long-service awards, pension
or retirement benefits or similar payments;
(h) that the right to the grant ceases upon termination of employment for any
reason except as may otherwise be explicitly provided in the Plan or this
Award Agreement; and
(i) that the future value of the Performance Shares is unknown and cannot be
predicted with certainty.
By signing this Award Agreement, and as a condition of the grant of the
Performance Shares, you hereby consent to the collection, use and transfer of
personal data as described below. You understand that the Company and its
subsidiaries hold certain personal information about you, including, but not
limited to, your name, home address and telephone number, email address, date of
birth, social security number, salary, nationality, job title, any Shares of
stock or directorships held in the Company, details of all Performance Shares or
other entitlement to Shares awarded, canceled, exercised, vested, unvested or
outstanding in your favor, for the purpose of managing and administering the
Plan ("Data").
You further understand that the Company and/or its subsidiaries will transfer
Data amongst themselves as necessary for the purposes of implementation,
administration and management of your participation in the Plan, and that the
Company and/or its subsidiaries may each further transfer Data to any third
parties assisting the Company in the
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implementation, administration and management of the Plan ("Data Recipients").
You understand that these Data Recipients may be located in your country of
residence or elsewhere.
You hereby authorize the Data Recipients to receive, possess, use, retain and
transfer Data in electronic or other form, for the purposes of implementing,
administering and managing your participation in the Plan, including any
transfer of such Data, as may be required for the administration of the Plan
and/or the subsequent holding of Shares on your behalf.
You understand that you may, at any time, review the Data, require any necessary
amendments to it or withdraw the consent herein in writing by contacting the
Company. You further understand that withdrawing consent may affect your ability
to participate in the Plan and/or may affect your Award.
If you have any questions regarding your Award or this Award Agreement, or would
like a copy of the Plan, please contact Xxxx Xxxxxxxxx, Director, Compensation,
at (000) 000-0000.
Sincerely,
A
Xxxxx X. Xxxxxxx
President and CEO
Please acknowledge your agreement to participate in the Plan and this Award
Agreement, and to abide by all of the governing terms and provisions, by signing
the following representation. Your signed representation must be returned by
<<>> to:
Compensation Department (CH-2E-04)
Attn: Xxxxxx Xxxxxx
Steelcase Inc.
PO Box 1967
Grand Rapids, MI 49501-1967
AGREEMENT TO PARTICIPATE
By signing a copy of this Award Agreement and returning it I acknowledge that I
have read the Plan, and that I fully understand all of my rights under the Plan,
as well as all of the terms and conditions that may limit my rights under this
Award Agreement. Without limiting the generality of the preceding sentence, I
understand that, subject to the terms of the Plan and this Award Agreement, my
right to the Performance Shares granted under this Award is conditioned upon my
continued employment with the Company.
Date:
__________________________________________
Participant:
___________________________________
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