EXHIBIT 10.29
THIS DOCUMENT CONSTITUES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933.
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CONFIDENTIAL TO: << >>
You have been granted an Award of a non-qualified stock option under the
Steelcase Inc. Incentive Compensation Plan (the "Plan"). The << >> shares
awarded in this grant are intended to more closely link key Steelcase employees
and company performance as reflected in the stock price.
This Agreement provides additional information regarding your rights under the
Plan. A copy of the Plan is enclosed. If there is any inconsistency between this
Agreement and the Plan, the Plan shall control. Capitalized terms used in this
Agreement are defined in the Plan.
OVERVIEW OF YOUR AWARD
1. NUMBER OF SHARES SUBJECT TO OPTION GRANTED UNDER THIS AWARD: << >>
2. TYPE OF AWARD: Non-qualified stock option as authorized under Article
6.2 of the Plan.
3. DATE OF GRANT: << >>
4. PER SHARE EXERCISE PRICE: << >>
5. VESTING OF AWARDS: Subject to the terms of the Plan, the Shares covered
by this Award may be purchased according to the following schedule:
DATE PORTION OF OPTION WHICH VEST
---- ----------------------------
<< >> 1/3
<< >> 1/3
<< >> All remaining shares; fully vested
6. EXPIRATION DATE OF THESE AWARDS: << >>
7. TERMINATION OF EMPLOYMENT:
a. By death or disability. The rights to purchase shares under
this Award will fully vest one hundred percent (100%) on the
later of << >>, or the date of death or disability, and the
Shares may be purchased until the earlier of: (i) the
expiration date of this Award; or (ii) the fifth anniversary
of the date of death or of the onset of disability. Disability
shall have the meaning ascribed to such term in the
Participant's governing long-term disability plan, or if no
such plan exists, at the discretion of the Committee.
b. By retirement: In the event of your retirement, you will be
treated as continuing in employment for purposes of vesting in
your Award. Vested Awards must be exercised no later than the
fifth anniversary of your retirement. In no event may the
Award be exercised after its Expiration Date. 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.
c. For other reasons: Shares subject to Awards which are vested
as of the date of termination of employment for other reasons
may be purchased until the earlier of: (i) the expiration date
of this Award; or (ii) the end of the ninetieth (90th) day
following the date of termination of employment (except in the
case of termination for "gross misconduct," in which case, the
Award will expire and no shares can be purchased beyond the
date of termination). Awards which are not vested as of the
date of employment termination shall immediately terminate,
and shall be forfeited to the Company.
8. FORFEITURE OF AWARDS.
a. All unexercised Awards will be forfeited if you are terminated
for gross misconduct.
b. If you engage in any "competition" with the Company: (i) you
will forfeit any unexercised Awards, and (ii) you must return
to the Company the excess of the market value of shares at
exercise over the exercise price of any Awards exercised at
any time following the date that is 12 months prior to your
termination of employment.
Competition means directly or indirectly engaging in
competition with the Company or any subdivision, subsidiary,
or affiliate of the Company (collectively, the `Company') at
any time during employment with the Company or during the
three (3) year period following termination of employment with
the Company, without prior approval of the Committee. A Plan
Participant engages in competition if that person participates
directly or indirectly in the manufacture, design or
distribution of any products of the same type as those of the
Company, including, but not limited to, office furniture,
office systems or architectural products, or the providing of
any related services, for or on behalf of any person or entity
other than the Company and its authorized dealers, at any
location within or without the United States of America. It is
intended that this definition shall be enforced to the fullest
extent permitted by law. If any part of this definition shall
be construed to be invalid or unenforceable, in whole or in
part, then such definition shall be construed in a manner so
as to permit its enforceability to the fullest extent
permitted by law.
9. CHANGE IN CONTROL. In the event of a Change in Control, all shares
subject to the Options granted under this Award shall become
immediately exercisable and shall remain exercisable for their entire
term. (The term of the Award ends on the earlier of its stated
Expiration Date or the end of the period of exercise set forth in
paragraph 7 above due to termination of employment.)
10. EXERCISE. In order to exercise the Award, a written notice must be
provided to the Company specifying the number of shares to be
purchased, accompanied by full payment of the exercise price in cash or
by check. Cashless exercise of the Award through a broker or dealer
designated by the Company is also permitted. In addition, with the
Company's permission, previously owned shares of Company stock having a
fair market value equal to the exercise price may also be used to
purchase shares under this Award.
11. TRANSFER. This Award is transferable by you, during your lifetime, only
to (a) your spouse, children or grandchildren (your "Immediate Family
Members"), (b) a trust established for the principal benefit of your
Immediate Family Members, (c) a partnership in which your Immediate
Family Members are the only partners, or (d) a limited liability
company (that is taxed as a partnership for Federal Income Tax
purposes) and whose members are your Immediate Family Members. You may
not receive consideration for such transfer and any subsequent
transfers must be approved by the Company. You must notify the Company
of any transfers. A transfer of this Award to any person not previously
described shall be void. Following transfer, this Award shall continue
to be subject to the same terms and conditions as were applicable
immediately before the transfer. If you have not transferred the Awards
during your life, in the event of death, your rights transfer to your
designated beneficiaries (as specified in a completed beneficiary
designation form on file with the Company) or, if none, to your estate.
12. WITHHOLDING. Whenever you exercise this Award, the Company has the
right to withhold shares or cash that would otherwise be received by
you to pay for any federal, state or local withholding tax due upon the
exercise of this Award. The Company may also collect the withholding
tax directly from you.
13. AMENDMENT. This Award may be amended or modified by the Company as long
as the amendment or modification does not materially adversely affect
your Award.
If you have any questions regarding your stock Awards, please contact << >>,
Manager, Compensation, at << >>.
Sincerely,
James P. Hackett
CEO and President
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 the Corporate Compensation Department.
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 which may limit my eligibility to
exercise this Award. Without limiting the generality of the preceding sentence,
I understand that subject to the terms of the Plan, my right to exercise this
Award is conditioned upon my continued employment with the Company.
Participant: ___________________________ Date: ____________________________
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SSN: << >>