EXHIBIT 10.33
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
<< >>
CONFIDENTIAL TO: << >>
In the Board of Directors meeting on << >>, the Board granted to you restricted
stock under the Steelcase Inc. Incentive Compensation Plan.
This Agreement provides additional information regarding your rights under the
Plan. If there is any inconsistency between this Agreement and the Plan, the
Plan controls. Capitalized terms used in this Agreement are defined in the Plan.
OVERVIEW OF YOUR AWARD
1. TYPE OF AWARD: Restricted Class A common stock, as authorized under
Section 8.1 of the Plan ("Restricted Shares").
2. NUMBER OF RESTRICTED SHARES GRANTED UNDER THIS AWARD: << >>
3. GRANT DATE: << >>
4. VESTING OF AWARDS: Subject to the terms of the Plan, the Restricted
Shares granted under this Award are subject to forfeiture until << >>,
at which time they fully vest. Such Restricted Shares will become fully
vested, however, if you die or become permanently and totally disabled
while a member of the Board.
5. FORFEITURE OF AWARDS.
a. All unvested Restricted Shares will be forfeited if you cease
to be a member of the Board for any reason other than death or
total and permanent disability while a member of the Board. If
you cannot stand for election solely because you have reached
age 75, you will continue to be treated, after leaving the
Board, as if you were an active Board member.
b. If you engage in any Competition (as defined in the Plan and
determined by the Board of Directors in their discretion): (i)
you will forfeit any unvested Restricted Shares granted under
this Award, and (ii) you must return to the Company the market
value of the Restricted Shares, measured at the Grant Date
without the restrictions, that were vested within 12 months
prior to the date you engage in Competition.
____________
Initial
6. CHANGE IN CONTROL. In the event of a Change in Control, all Restricted
Shares granted under this Award will become immediately fully vested.
7. TRANSFER. Until fully vested, the Restricted Shares granted under this
Award are not transferable and will be held in Certificate form by the
Company.
8. TAXES. When your Restricted Shares vest, you will have taxable income.
The Company will make the required tax reporting to you and the IRS.
You should consult your tax advisor to determine if estimated tax
payments are necessary, and if a "Section 83(b)" election to accelerate
recognition of ordinary income, but based on current stock values, is
in your best interest.
9. AMENDMENT. This Award may be amended or modified by the Administrative
Committee as long as the amendment or modification does not materially
adversely affect your Award.
If you have any questions regarding your Award, please contact << >>,
Director, Compensation and Benefits, at << >>.
Sincerely,
Xxxxx X. Xxxxxxx
President and CEO
Please acknowledge your agreement to participate in the Plan and this 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:
Steelcase Inc.
Compensation Department
PO Box 1967
Grand Rapids MI 49501-1967
AGREEMENT TO PARTICIPATE
By signing a copy of this 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.
Date:___________________ Participant:__________________________
<< >>
SSN: << >>
