Exhibit 10.20
March 5, 2001
HAND DELIVERED
Mr. Alwyn Rougier-Chapman
2018 San Lu Rae Dr. SE
Grand Rapids, MI 49506
Re: Retirement Agreement
Dear Alwyn:
This letter of understanding shall serve as the agreement between you and
Steelcase Inc. based on your voluntary resignation of employment and
retirement from the company (the "Agreement"). As used in this Agreement, the
term "Steelcase" or "company" shall include Steelcase Inc., its divisions,
subsidiaries, affiliates, joint ventures and past, present or future officers,
directors, shareholders, employees, agents and representatives.
You have served Steelcase as a valued member of executive management for
more than 19 years and presently serve as Senior Vice President, Finance and
Chief Financial Officer. The company has received and accepted your voluntary
resignation from employment for the purpose of retirement. In consideration of
certain compensation and benefits offered by Steelcase, you have agreed to
make certain commitments as set forth in this Agreement, which fully and
finally sets forth the understanding between you and the company on the terms
and conditions that follow:
1. Resignation. This Agreement incorporates by reference your voluntary
resignation and retirement from employment with Steelcase effective April
20, 2001 and the company's acceptance of such resignation and retirement.
2. Severance Payment. Your acceptance of this Agreement entitles you to
receive a series of three (3) separate severance payments, as follows:
(a) the amount of Four Hundred Thousand Dollars ($400,000) payable
on January 5, 2002;
(b) the amount of Four Hundred Thousand Dollars ($400,000) payable
on January 5, 2003;
(c) the amount of Four Hundred Thousand Dollars ($400,000) payable
on January 5, 2004;
3. Retiree Health Care Coverage. As a qualified retiree, you are
eligible to purchase continued retiree health care coverage under the
Steelcase Inc. Employee Benefit Plan and the company agrees to pay you the
amount of Twenty Five Thousand Dollars ($25,000) upon the effective date of
your retirement for the differential in retiree health care premiums as a
result of retiring before age 65.
4. Other Benefits. Regardless of your acceptance of this Agreement, you
are entitled to receive any vested portion of your Profit Sharing, Money
Purchase and 401(k) plan accounts, the Steelcase Inc. 1994 Executive
Supplemental Retirement Plan, your 1989 and 1997 compensation deferral
contracts, Restoration Retirement Plan and benefits relating to your Great
West Life policy. You will also receive payment of all unused regular
vacation days and personal days, less applicable payroll taxes.
5. Release. In consideration of the severance payment provided to you
under the terms of this Agreement, you hereby release and forever discharge
Steelcase Inc., its divisions, subsidiaries, affiliates, joint ventures and
their past, present or future officers, directors, shareholders, employees,
agents and representatives, from any and all claims, causes of action,
demands, rights, damages, liability, costs or expenses, of every kind and
description, whether known or unknown, which you may now have or hereafter
acquire, whether arising out of or in any way connected, directly or
indirectly, with your employment and/or separation from employment with
Steelcase, or arising from any other circumstances involving the company's
interests, including but not limited to protection or enforcement of the
company's confidential
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and proprietary information. This release is intended as a general release,
including all claims whatsoever, whether arising under state or Federal
laws of the United States of America or any other country and whether
founded upon contract, tort, statute or regulation, wrongful discharge or
discrimination, and specifically includes claims under the Age
Discrimination in Employment Act of 1967, as amended, 20 U.S.C. Section 621
et.seq. This waiver of rights and release of claims is knowing and
voluntary. The invalidity in whole or in part of any provision of this
release shall not effect the validity of any other provision.
6. Review and Consultation. You are advised to consult an attorney
before executing this Agreement. Upon execution you acknowledge that you
have had sufficient opportunity to review the Agreement and to consult with
advisors and attorneys of your choice concerning its terms and conditions.
Execution of this Agreement further acknowledges your full and complete
understanding of the terms and their significance, and that those terms
have been accepted freely and voluntarily, thereby binding you and your
heirs, successors, personal representatives and assigns.
7. Period for Consideration or Revocation. It is acknowledged that
Steelcase will provide you with a period of twenty-one (21) days from the
date this Agreement is first presented to you in which to consider it. For
a period of seven (7) days following the execution of this Agreement, you
may revoke it by notifying me in writing. If not revoked in this matter,
this Agreement will become effective on the eighth day following its
execution.
8. Confidential Information. You acknowledge that in the course of your
employment with Steelcase you have had access to and control of
confidential and proprietary information related to Steelcase's business,
and that you have been and will continue to be under an obligation not to
disclose to any third party, nor use for your benefit or the benefit of any
third party, any trade secrets, confidential information or proprietary
information concerning the financial and business affairs of Steelcase or
any of its divisions, subsidiaries, affiliates, joint ventures or related
entities, except as may be required by law. "Confidential and proprietary
information" includes, but is not limited to, financial statements,
marketing plans, product research and development, sales plans, ideas or
other information regarding Steelcase's objectives and strategies and any
information about the business and practices of Steelcase that was obtained
during your course of employment or as a consultant with the company. You
agree that any documents in your possession including such information
shall be expeditiously returned to Steelcase. You also acknowledge that
such confidential and proprietary information will not be disclosed,
published, presented in lectures or other forums or otherwise used by you
in any manner. The parties agree that any breach or threatened breach of
this provision would cause irreparable harm to Steelcase, that no adequate
remedy exists at law or in damages for such a breach or threatened breach,
and that Steelcase shall be entitled to an immediate injunction or
restraining order in addition to any other remedies that may be available
by law or equity.
9. Confidentiality of Agreement. It is mutually agreed that the terms of
this Agreement are confidential and shall not be disclosed to any third
party, except as required by law or in order to enforce the terms of this
Agreement. You may, of course, disclose the terms of this Agreement to
legal or financial advisors on a confidential basis for the sole purpose of
obtaining legal or tax advice concerning the terms of this Agreement.
10. Stock Options and Management Incentive Plan Payments. As a result of
your retirement from employment with the company, your rights to receive
compensation and/or other benefits will be determined as follows: (a) under
the terms of the Steelcase Inc. Incentive Compensation Plan any stock
options you have been awarded or may be awarded prior to the effective date
of your retirement will be exercisable subject to the terms of the plan;
and (b) under the terms of the Management Incentive Plan you are eligible
to receive long-term account awards and payouts according to the schedule
established by the plan.
11. Disposition of Company Property. Any company-owned property in your
possession, including any office equipment or other items, shall be
delivered to a designated company representative within a reasonable time
period following the effective date of your retirement.
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12. Corporate Credit Cards. Upon the effective date of your retirement,
you agree to immediately discontinue the use of any credit cards issued to
you by or through Steelcase and to return any such credit cards to an
authorized Steelcase representative. In addition, you agree to promptly
submit any expense reports required to account for outstanding charges and
to cooperate in the process of reconciling any such charges with your
expense reports. Any personal expenses incurred through use of company
credit cards, or otherwise charged to the company, shall either be
separately reimbursed by you or deducted from your severance payment.
13. Related-Entity Director Positions and Consulting Opportunities. ou
have agreed to continue serving as an elected member of the board of
directors for certain company-related entities, including Steelcase
Financial Services Inc., Steelcase Jeraisy Company Limited and CalPac,
L.L.C. (a/k/a Tangram), subject to the requirements of the Bylaws of those
entities, and will receive compensation and expense reimbursement for your
service as designated for non-employee outside directors by each entity.
You will remain covered by the terms and conditions of the company's
Directors and Officers liability insurance for the time period during which
you served as an officer of Steelcase Inc. and/or its subsidiaries or
related-entities, and coverage will extend for any time period during which
you continue to serve as a director for any such entities. It is also
possible that you may be called upon by the company, from time to time, to
serve in a consulting role on specific projects or initiatives, but we have
not entered into agreement for such services at this time, and will agree
upon the terms for any such assignment at the time a request for services
is made and accepted.
14. Governing Law. he validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of
Michigan, U.S.A.
15.Jurisdiction.You agree that any dispute arising under this Agreement
shall be filed, heard and decided in either Kent County Circuit Court
(Michigan) or the United States District Court for the Western District of
Michigan. You also agree to subject yourself to the personal jurisdiction
and venue of the identified courts regardless of where you may be located
at the time of the proceeding.
16. Entire Agreement. his Agreement contains the entire understanding of
the parties and there are no additional promises, representations,
assurances, terms or provisions between the parties other than those
specifically set forth herein. This Agreement may not be amended except in
writing signed by you and an officer of Steelcase.
If you agree with the foregoing, please execute both of the enclosed
original copies of this letter and return one to me.
Very truly yours,
/s/ James P. Hackett
_____________________________________
James P. Hackett
President and Chief Executive
Officer
Steelcase Inc.
READ, UNDERSTOOD AND ACCEPTED
/s/ A. Rougier-Chapman
By: _________________________________
Alwyn Rougier-Chapman
3/5/01
Date: _______________________________
/s/ Jon D. Botsford
Witness: ____________________________
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