EXHIBIT 10.2
2004-1 AMENDMENT
TO
STEELCASE INC. NON-EMPLOYEE DIRECTOR
DEFERRED COMPENSATION PLAN
This is an amendment by Steelcase Inc. (the "Company").
W I T N E S S E T H
WHEREAS, the Company adopted and maintains the Steelcase Inc.
Non-Employee Director Deferred Compensation Plan, effective June 23, 1999 (the
"Plan"); and
WHEREAS, pursuant to Section 6.8 of the Plan, the Company reserved the
right to amend the Plan at any time; and
WHEREAS, in order to align more closely the performance of the Company
(as reflected in its common stock) with the pecuniary interests of each
non-employee director, the Company is desirous of amending the Plan to provide
that twenty-five percent (25%) of retainer fees payable to each non-employee
director shall be deferred under the Plan and deemed invested in Company
"phantom stock," unless otherwise elected by the director to be paid in Class A
Common Stock of the Company.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES, the Plan is hereby
amended, effective as of August 1, 2003, in the following respects:
1. Section 1.7 (Mandatory Deferral) is amended to read as follows:
"1.7 `MANDATORY DEFERRAL' means the amount required to be
deferred by a Participant pursuant to Article III of this Plan as in
effect before this Amendment. No Mandatory Deferrals shall be made
under this Plan after August 31, 2003."
2. The following new Section 1.11 is added to the Plan, and all other
sections of Article I are renumbered accordingly:
"1.11 `PERFORMANCE DEFERRAL' means the amount of a
Participant's quarterly retainer fees deferred, if any, pursuant to
Section 3.1."
3. The following new Section 1.14 is added to the Plan, and all other
sections of Article I are renumbered accordingly:
"1.14 `SPECIAL 2003 ELECTION PERIOD' means the period
beginning August 1, 2003, through August 29, 2003, during which
elections under Section 3.1 must be made with respect to the remainder
of the Plan Year beginning March 1, 2003; however, a new Participant
may make elections pursuant to Section 3.3 notwithstanding this Special
2003 Election Period."
4. Article III (Deferral of Director's Fees) is hereby amended to read
as follows:
"ARTICLE III
DIRECTOR PAYMENT AND DEFERRALS
3.1 Participant Election Between Deferral and Stock.
Twenty-five percent (25%) of the Participant's quarterly retainer fees
shall not be paid in the form of cash, but shall instead be deferred
and distributed later to the Participant (or in the event of the
Participant's death, to his or her Beneficiary) in accordance with the
provisions of Article V of this Plan. Notwithstanding the preceding
sentence, a Participant may elect during the applicable Election Period
or Special 2003 Election Period, as the case may be, to receive such
amount in the form of Steelcase Inc. Class A Common Stock in lieu of
deferral.
3.2 Participant Election Between Cash and Deferral. During the
applicable Election Period, a Participant may elect a percentage (in
one percent (1%) increments, up to one hundred percent (100%)) of the
Participant's Director's Fees remaining following application of
Section 3.1, to be earned in the following Plan Year, that shall not be
paid in cash, but shall instead be deferred and distributed later to
the Participant (or in the event of the Participant's death, to his or
her Beneficiary) in accordance with the provisions of Article V. All
elections under this Section 3.2 shall be made separately with respect
to the Participant's meeting fees and the portion of quarterly retainer
fees remaining following application of Section 3.1.
3.3 Initial and Subsequent Election Periods. Any elections
made pursuant to Sections 3.1 and 3.2 by a new Participant during the
Participant's initial Election Period shall apply only to Director's
Fees earned for the remainder of the Plan Year following the date of
the election. Elections are irrevocable once the Plan Year for which
they are in effect has begun. Elections shall remain in effect for all
subsequent Plan Years unless a new election is made during a subsequent
Election Period.
3.4 Special 2003 Election Rules. Notwithstanding any election
previously made by a Participant for the Plan Year beginning March 1,
2003, the following election rules shall apply:
(a) If the Participant's elections in effect on July 31,
2003, direct the deferral of at least twenty-five
percent (25%) of quarterly retainer
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fees and the Participant does not elect during the
Special 2003 Election Period to receive Steelcase
Inc. Class A Common Stock pursuant to Section 3.1,
then the percentage of the Participant's quarterly
retainer fees to be deferred pursuant to Section 3.2
during the period beginning September 1, 2003,
through February 27, 2004, if any, shall be equal to
the percentage of retainer fees to be deferred as
elected as of July 31, 2003, less twenty-five percent
(25%).
(b) If the Participant's elections in effect on July 31,
2003, direct the deferral of less than twenty-five
percent (25%) of quarterly retainer fees, then the
Participant shall be deemed to have elected to be
paid in cash for the portion of quarterly retainer
fees remaining following application of Section 3.1.
The Participant's election with respect to any meeting fees in
effect as of July 31, 2003, shall remain intact for the
remaining portion of the Plan Year beginning on March 1,
2003."
5. The term "Mandatory Deferral" is deleted and replaced with the term
"Mandatory Deferral and Performance Deferral, if any," (in the singular or
plural form, as the case may be) throughout Section 4.3 (Investment Media).
IN WITNESS WHEREOF, the Company has caused this 2004-1 Amendment to the
Steelcase Inc. Non-Employee Director Deferred Compensation Plan to be executed
by its duly authorized representative this 30th day of June, 2003.
STEELCASE INC.
By: /s/ Nancy W. Hickey
------------------------------------
Its: Sr. Vice President, Global
Strategic Resources & Chief
Administrative Officer
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