Exhibit 10.23
2004-2 AMENDMENT
TO THE
STEELCASE
BENEFIT PLAN FOR OUTSIDE DIRECTORS
(EFFECTIVE AS OF MARCH 1, 1999)
This 2004-2 Amendment to the STEELCASE BENEFIT PLAN FOR
OUTSIDE DIRECTORS ("Plan") is adopted by STEELCASE INC. to be effective as of
March 1, 2004.
Pursuant to Section 1.3 of the Plan, Steelcase Inc. amends the
Plan as follows:
A.
Section 1.5(bb) is amended as follows:
(bb) NURSE PRACTITIONER: A person who is licensed
or certified to practice as a nurse practitioner and fulfills all of
the following requirements:
(i) The person is licensed by a board
of nursing as a registered nurse;
(ii) The person has completed a program
approved by the state for the preparation of nurse
practitioners; and
(iii) The person is working under the
direct supervision of a Physician.
Nurse Practitioners are payable on the same Eligible Expenses
as given by a Physician.
B.
Article VI is amended as follows:
ARTICLE VI
PLAN'S RIGHT TO REIMBURSEMENT AND SUBROGATION RIGHT
6.1 PLAN'S RIGHT TO REIMBURSEMENT.
If the Plan pays benefits and another party (other than the
Participant or the Plan) is or may be liable for the expenses, the Plan has a
right of reimbursement which entitles it to
recover from the Participant or another party 100% of the amount of benefits
paid by the Plan to or on behalf of the Participant.
The Plan's right to 100% reimbursement applies:
(a) Not only to any recovery the Participant
receives or is entitled to receive from the other party but also to any
recovery the Participant receives or is entitled to receive from the
other party's insurer or a plan under which the other party has
coverage.
(b) To any recovery from the Participant's own
insurance policy, including, but not limited to, coverage under any
uninsured or underinsured policy provisions.
(c) Even if the other party is not found to be
legally at fault for causing the Participant to incur the expenses paid
or payable by the Plan.
(d) Even if the damages recovered or recoverable
from the other party, its insurer or plan or the Participant's policy
are not for the same charges or types of losses and damages as those
for which benefits were paid by the Plan.
(e) To any full or partial recovery, regardless
whether the recovery fully compensates the Participant for his Injuries
and regardless whether the Participant is made whole by the recovery.
(f) To the entire amount of the recovery. The
Plan disavows any obligation to pay all or any portion of the
Participant's attorneys fees or costs in obtaining the recovery.
6.2 PLAN'S SUBROGATION RIGHT TO INITIATE LEGAL ACTION.
If a Participant does not bring an action against the other
party who caused the need for benefits paid by the Plan within a reasonable
period of time after the claim arises, the Plan shall have the right to bring an
action against the other party to enforce and protect its right to reimbursement
as described in this Article. In this circumstance, the Plan shall be
responsible for its own attorneys' fees.
6.3 COOPERATION OF PARTICIPANT.
A Participant shall do whatever is necessary and shall
cooperate fully to secure the rights of the Plan described in this Article. This
includes assigning the Participant's rights against any other party to the Plan
and executing any other legal documents that may be required by the Plan.
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6.4 PLAN'S RIGHT TO WITHHOLD PAYMENT.
The Plan may withhold payment of benefits when it appears that
a party other than the Participant or the Plan may be liable for the expenses
until such liability is legally determined. Further, as a pre-condition to
paying benefits when it appears that the need for the benefits paid by the Plan
was caused by another party, the Plan may withhold the payment of benefits until
the Participant signs an agreement furnished by the Plan Administrator setting
forth the Plan's right to reimbursement and subrogation right.
6.5 PRECONDITIONS TO PARTICIPATION AND THE RECEIPT OF
BENEFITS.
All of the following rules are preconditions to an
individual's participation in the Plan and the receipt of Plan benefits:
(a) The Participant agrees not to raise any
make-whole, common fund or other apportionment claim or defense to any
action or case involving reimbursement or subrogation in connection
with the Plan, and acknowledges that the Plan expressly disavows such
claims or defenses.
(b) The Participant agrees not to raise any
ERISA jurisdictional or procedural issue which would defeat the Plan's
claim to reimbursement or subrogation in connection with the Plan.
(c) The Participant specifically acknowledges
the Plan's fiduciary right to bring an equitable reimbursement recovery
action under Section 502 of ERISA should the Participant obtain or be
entitled to obtain a recovery from another party who is or may be
liable for the expenses paid by the Plan. In connection with such an
action, the Participant agrees that the Plan shall have a constructive
trust over (1) any recovery obtained or sought by the Participant; (2)
any real or personal property purchased with any such recovery; and/or
(3) any real or personal property owned by the Participant of equal
value to any such recovery.
(d) The Participant specifically recognizes that
the Plan has the right to intervene in any third party action to
enforce its reimbursement rights. The Participant consents to such
intervention.
(e) The Participant specifically agrees that the
Plan has the right to obtain injunctive relief prohibiting the
Participant from accepting or receiving any settlement or other
recovery related to the expenses paid by the Plan until the Plan's
right to reimbursement is fully satisfied. The Participant consents to
such injunctive relief.
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6.6 NOTICE AND SETTLEMENT OF CLAIM.
A Participant shall give the Plan Administrator written notice
of any claim against another party as soon as the Participant becomes aware that
he may recover damages from another party. A Participant shall be deemed to be
aware that he may recover damages from another party upon the earliest of the
following events:
(a) The date the Participant retains an attorney
in connection with the claim; and
(b) The date a written notice of the claim is
presented to another party or the other party's insurer or attorney by
the Participant or the Participant's insurer or attorney.
A Participant shall not compromise or settle any claim against
another party without the prior written consent of the Plan Administrator. If a
Participant fails to provide the Plan Administrator with written notice of a
claim as required in this Section or if a Participant compromises or settles a
claim without prior written consent as required in this Section, the Plan
Administrator shall deem the Participant to have committed fraud or
misrepresentation in a claim for benefits and accordingly, shall terminate the
Participant's participation in the Plan.
C.
The Deductible in Section 8.2 shall be increased from $200 (as
revised by the 2003-1 Amendment) to $250.
D.
Section 8.4(d) is amended as follows:
(d) CHIROPRACTIC TREATMENT. Charges for chiropractic
services are reimbursed at 60%, up to a maximum benefit of $625 per
Participant per Plan Year (See Section 8.7(q)).
E.
Subsections (d), (h), (i), (p), (q) and (s) of Section 8.7 are
amended as follows:
(d) NURSING AND THERAPY. Charges made by a registered
nurse, Nurse Practitioner, licensed practical nurse or physical,
occupational, or speech therapist for nursing care or treatment,
including cardiac rehabilitation. Coverage is for medical restorative
purposes only and not for learning disabilities.
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(i) For physical therapy, Developmental
Treatment and sports-related training is not eligible.
(ii) For occupational therapy, Developmental
Treatment and cognitive treatment is not eligible.
(iii) For speech therapy, Developmental Treatment
and cognitive treatment is not eligible.
(H) MISCELLANEOUS. Charges for the following services and
supplies:
(i) X ray examinations, and microscopic
laboratory tests;
(ii) Anesthesia, oxygen and their administration;
(iii) X ray and radioactive isotope therapy;
(iv) Drugs and medicines dispensed by a
Physician;
(v) Blood, blood derivatives and their
administration;
(vi) Casts, splints, trusses, braces, crutches,
surgical dressings, ostomy supplies and initial artificial
limbs or eyes;
(vii) Repair and adjustment of artificial limbs
and braces where the repair or adjustment is due to wear and
tear, accident, or when Medically Necessary;
(viii) Replacement of artificial limbs or braces
subject to the following conditions:
(A) The replacement must be due to wear
and tear or accident and the device is beyond repair,
or replacement is Medically Necessary;
(B) The replacement device must be the
same as or equivalent to the device being replaced;
and
(C) The device shall be replaced only
once per Plan Year;
(ix) Surgically implanted internal prosthetic
devices and special appliances/devices that are worn
externally, when the appliances or devices temporarily or
permanently replace all or part of the functions of an
inoperative or malfunctioning body organ, or an external body
part, lost, weakened or deformed as a result of an Illness or
Injury. When an appliance or device is covered, the
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Plan shall repair or replace it if that need arises because of
normal growth or normal wear and tear. Coverage is for
standard prosthetics and orthotic/support devices only.
(x) Rental (or purchase, if economically
justified), of non life sustaining equipment such as a
wheelchair, hospital type bed, and equipment for the
administration of oxygen. Wheelchairs are covered if the
patient's condition would otherwise cause them to be bed or
chair-confined. An electric wheelchair is covered if the
patient is unable to operate a wheelchair manually;
(xi) Charges for kidney, dialysis and other
similar treatment;
(xii) Charges for chemotherapy and anesthetics;
and
(xiii) Charges for allergy testing, evaluations and
injections, including serum costs to the extent not covered
under the Prescription Drug program (see subsection (u)).
(i) MENTAL OR NERVOUS DISORDERS. Charges for the
treatment of a Mental or Nervous Disorder, where services are rendered
on an inpatient, partial hospitalization or outpatient basis, subject
to the special Deductible, Copayment and maximum benefit rules
described in Section 8.4. Treatment which is precertified and case
managed by the URP, is an Eligible Expense if the Participant is
treated by one of the following:
(i) An individual certified or licensed as a
social worker by appropriate governmental authority where such
person renders services;
(ii) A Nurse Practitioner with a master's degree
in psychiatric nursing; or
(iii) A clinical psychologist who is licensed and
certified as a psychologist by the appropriate governmental
authority where such person renders service.
Charges for the outpatient treatment of a Mental or Nervous
Disorder may also include intensive outpatient treatment and home care
provided by a psychiatric mental health nurse who has experience in the
field of psych/mental health, medical/surgical nursing and home care,
working under the direction of a Physician.
Charges for non-medical services (other than marital or family
counseling) are not covered. Charges related to long-term therapy are
not covered.
The Plan Administrator or its agent or contractor reserves the
right to determine the original or continuing eligibility of expenses
for the treatment of Mental or Nervous Disorders. Such determination
shall be made by a Physician or consulting psychologist of the
Company's choice. Failure of the Participant to agree to such an
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examination shall result in termination or denial of his or her claim
for the treatment of Mental or Nervous Disorders. Services not
case-managed by the URP shall be paid at a reduced rate.
(p) PREVENTIVE CARE. 100% of the Reasonable and Customary
Charge (no Deductible or Copayment shall apply) for preventive testing
expenses (minus a diagnosis) for health risk appraisals, physical
exams, immunizations, blood pressure readings, blood chemistry, EKG
testing, hemocults, pap smears, mammography screenings (once per Plan
Year for women age 35 and over), sigmoidoscopies, colonoscopies, PSA
testing, prostate exams, and laboratory services, up to a Plan Year
total of $500 in Eligible Expenses per person. Any cancer screening
tests recommended by the American Cancer Society will be a covered
preventive care benefit in the frequency recommended by the American
Cancer Society (unless the Plan specifies a more generous frequency).
Services over $500 per Participant per Plan Year shall not be
considered for payment. If a new diagnosis is found as a result of a
wellness physical exam, the eligible charges shall be paid at the
preventive care level.
(q) CHIROPRACTIC EXPENSES. Chiropractic expenses are
payable at 60%, subject to a limit of $625 per Participant per Plan
Year, for the detection and correction, by manual or mechanical means
(including incidental x-rays) of a structural imbalance, distortion or
subluxation for the removal of nerve interference where such
interference is the result of or related to distortions or subluxations
of misalignment of the vertebrae column. Care is not to be used in
conjunction with physical or occupational therapy, Chronic Treatment or
Preventive Care.
(s) INFERTILITY EXPENSES. Tests or procedures to diagnose
the cause of infertility are Medically Necessary as are drug therapy
and Surgical Procedures to treat the cause of infertility. Covered
services include the following:
(i) DIAGNOSTIC WORK-UP FOR FEMALES:
(A) Antibody testing;
(B) Laparoscopy/hysteroscopy;
(C) Hysterosalpingram;
(D) Serology; and
(E) Other miscellaneous laboratory
services.
(ii) DIAGNOSTIC WORK-UP FOR MALES:
(A) Same laboratory tests as females;
(B) Semen analysis;
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(C) Sperm count; and
(D) Post coital test.
(iii) COVERED SURGICAL PROCEDURES:
(A) Tuboplasty, except to reverse
previous voluntary sterilization;
(B) Salpingoplasty, except to reverse
previous voluntary sterilization;
(C) Surgical correction of a congenital
deformity of the reproductive system; and
(D) Cervical cerclage.
Drug therapy is covered for four cycles and if pregnancy has
not occurred, additional medical documentation must be provided before
allowing ongoing treatment. This consists of office notes during the
past four cycles, lab values (including FSH and LH) and ultrasound
results. Fertility drugs are only covered if obtained through the
mail-order program (see subsection (u)).
F.
Section 8.7(u), as most recently amended by the 2003-1
Amendment, is amended as follows:
(u) PRESCRIPTION DRUGS. If specifically indicated in an
Appendix, prescription drugs shall constitute an Eligible Expense under
the medical options and the normal Deductible and Copayment rules shall
apply. Otherwise, a Participant may only fill orders and refills for
prescription drugs through the prescription drug card program. Under
the prescription drug card program, the Plan shall pay 100% of the
Reasonable and Customary Charge, in excess of the prescription
Copayment amount, for each prescription or refill of a prescription
drug pursuant to the Company's mail-order and retail pharmacy options.
For this purpose, except as specifically indicated in an Appendix, the
prescription Copayment amount is as follows:
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Mail-order copay (for supply of $30 per generic drug
three months or more) $60 per formulary brand-name drug
$90 per non-formulary brand-name drug
Participating retail pharmacy copay $15 per generic drug
(for supply of 30 days or less) $30 per formulary brand-name drug
$45 per non-formulary brand-name drug
Further, the prescription drug provider (i.e., the mail-order
program or participating retail pharmacy) shall be directed to dispense
generic drugs whenever possible. If an equivalent generic is
unavailable, the prescription drug provider shall be directed to
dispense a formulary brand-name drug whenever possible (i.e., an
equivalent formulary brand-name drug is available). The only exception
to this general rule is if the Physician's order for the prescription
drug specifies a non-formulary brand-name drug where a generic or
formulary brand-name drug is available or specifies a formulary
brand-name where a generic drug is available. This is known as the
"dispensed as written" or DAW prescription order rule. If the
Physician's order is not labeled DAW and the Participant requests that
a formulary or non-formulary brand-name drug be dispensed when an
equivalent lesser cost generic prescription drug is available, the
Participant must pay the difference in cost between the brand-name
prescription drug ordered and the generic equivalent prescription drug,
in addition to the generic prescription Copayment amount.
G.
A new subsection (w) is added to Section 8.7 to read as follows:
(w) DIABETES. The following treatment for diabetes, to
the extent not covered under the Prescription Drug Benefit (see
subsection (u)):
(i) Blood glucose monitors, including monitors
for the legally blind;
(ii) Test strips for glucose monitors, visual
reading and urine testing strips, lancets and spring powered lancet
devices;
(iii) Mechanical injection aids;
(iv) Cartridges for the legally blind;
(v) Syringes;
(vi) Insulin pumps and related appurtenances;
(vii) Insulin infusion devices;
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(viii) Oral agents for controlled blood sugar and
other medications if filled by a pharmacist;
(ix) Diabetes self-management training, including
information on medical nutrition therapy;
(x) Medications prescribed by a podiatrist used
in the treatment of foot ailments, infections and other medical
conditions of the foot, ankle or nails associated with diabetes; and
(xi) Diabetes self-management training provided
by a podiatrist to insure that persons with diabetes are trained as to
the proper self-management and treatment of their diabetic condition
related to conditions of the foot, ankle, and nails attributable to
diabetes.
H.
Sections (a) and (i) of Article IX are amended as follows:
(a) Services or supplies received as a result of an act
of declared or undeclared war (including resistance to armed
aggression) occurring while a Participant. This exclusion shall not
apply to acts of terrorism and shall only apply where the Participant
is serving in the military forces of the U.S.A. or another federal
government.
(i) Charges for cosmetic care, custodial care,
Maintenance Treatment or experimental care. However, charges for
reconstructive surgery to correct a congenital birth defect or the
effects of any Illness or Injury shall be eligible for coverage.
I.
In all other respects, the Plan shall be unchanged.
IN WITNESS OF WHICH, Steelcase Inc. has executed this 2004-2
Amendment to the Plan.
STEELCASE INC.
Dated: February 4, 2004 By /s/ Nancy W. Hickey
-----------------------------------------
Its Sr. Vice President, Global Strategic
Resources & Chief Administrative Officer
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