EXHIBIT 10.7
STEELCASE INC. 1994 EXECUTIVE
SUPPLEMENTAL RETIREMENT PLAN
AMENDED AND RESTATED AS OF JUNE 1, 2000
STEELCASE INC. 1994 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
TABLE OF CONTENTS
Page
----
Preamble 1
SECTION 1 ESTABLISHMENT OF PLAN 1
1.1 Plan Document 1
1.2 Effective Date 1
1.3 Deferred Compensation Plan 1
1.4 Application to Former Participants 1
SECTION 2 DEFINITIONS 2
2.1 Administrator 2
2.2 Agent for Service of Process 2
2.3 Beneficiary 2
2.4 Committee 2
2.5 Company 2
2.6 Early Retirement 3
2.7 Employee 3
2.8 Final Average Earnings 3
2.9 Fiscal Year 3
2.10 Normal Retirement Date 3
2.11 Participant 3
2.12 Plan Year 3
2.13 Normal Retirement 4
2.14 Spouse 4
2.15 Surviving Spouse 4
2.16 Total Disability 4
SECTION 3 ADMINISTRATION OF THE PLAN 4
3.1 Administrative Committee 4
3.2 Responsibility; Indemnification 5
i
SECTION 4 ELIGIBILITY 5
4.1 Participation 5
4.2 Termination of Participation 5
SECTION 5 VESTING 6
5.1 Vested Service 6
5.2 Vested Percentage 6
SECTION 6 BENEFITS 6
6.1 Amount and Form of Benefit 6
6.2 Payment Events 7
6.3 Time of Payment 7
6.4 Forfeiture of Benefits 8
6.5 Benefit Adjustments 9
6.6 Unfunded Plan; Unsecured Creditor Status 9
SECTION 7 AMENDMENT AND TERMINATION 9
7.1 Amendment 9
7.2 Termination 9
SECTION 8 GENERAL PROVISIONS 9
8.1 No Right to Participate 10
8.2 No Employment Right 10
8.3 No Assignment or Transfer 10
8.4 Withholding and Payroll Taxes 10
8.5 Incompetent Payee 10
8.6 Governing Law 11
8.7 Construction 11
ii
STEELCASE INC. 1994 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
PREAMBLE
This STEELCASE INC. 1994 EXECUTIVE SUPPLEMENTAL RETIREMENT
PLAN ("Plan") is a deferred compensation and supplemental retirement plan for
elected officers of Steelcase Inc. ("Company"). It is the policy of the Company,
pursuant to action of the Board of Directors, that corporate officers and former
corporate officers must retire up on attainment of age 65 to the extent
consistent with applicable law. The purpose of the Plan is to assist the Company
in attracting and retaining highly qualified corporate executives and to enable
the executives to devote their full-time best efforts to the Company by
providing, in consideration of those efforts, supplemental retirement income.
The Plan, previously existing as two separate plans, is hereby amended and
restated as a single plan.
SECTION 1
ESTABLISHMENT OF PLAN
1.1 PLAN DOCUMENT.
This instrument, as amended from time to time, shall
constitute the governing document of the Plan.
1.2 EFFECTIVE DATE.
The effective date of this amended and restated Plan is
June 1, 2000.
1.3 DEFERRED COMPENSATION PLAN
The Company hereby amends and restates the programs adopted by
the Board of Directors on January 14, 1981 and July 19, 1982 as a single
supplemental executive retirement plan for a select group of management
personnel of the Company. This Plan is intended to be a plan described in
Sections 201(2), 301(a)(3), and 402(a)(1) of the Employee Retirement Income
Security act of 1974, as amended ("ERISA"). This Plan also is established and
intended as an unfunded supplemental program that is not subject to limitations
applicable to benefits provided through a qualified, tax-exempt employee benefit
plan established pursuant to Section 401(a) of the Internal Revenue Code of
1986, as amended ("Code").
1.4 APPLICATION TO FORMER PARTICIPANTS.
Except to the extent it amends a provision of the Plan that
applies to former Participants or expressly states that it is applicable to
former Participants, an amendment to this Plan (including any restatement of the
Plan) shall not apply to a former Participant. Notwithstanding the preceding
sentence, the increased amount of the 15-year benefit specified in this Plan
shall apply to all future payments to or with respect to retired and deceased
Participants payable after June 1, 2000.
SECTION 2
DEFINITIONS
The following terms shall have the defninition stated, unless
the context requires a different meaning:
2.1 ADMINISTRATOR
"Administrator" means the Committee.
2.2 AGENT FOR SERVICE OF PROCESS
"Agent for Service of Process" means Steelcase Inc. or the
individual designated by the Committee.
2.3 BENEFICIARY
"Beneficiary" means the individual, trust, or other entity
designated by the Participant to receive any amounts payable with respect to the
Participant under the Plan after the Participant's death. A Participant may
designate or change a Beneficiary by filing a signed designation with the
Committee in a form approved by the Committee. A Participant's Will is not
effective for this purpose.
If a designation has not been completed properly and filed
with the Committee or is ineffective for any other reason, the Beneficiary shall
be the Participant's Surviving Spouse. If there is no effective designation and
the Participant does not have a Surviving Spouse, the remaining benefits, if
any, shall be paid to the Participant's estate.
2.4 COMMITTEE
"Committee" means the Compensation Committee of the Board of
Directors of Steelcase Inc.
2.5 COMPANY
"Company" means Steelcase Inc.
-2-
2.6 EARLY RETIREMENT
"Early Retirement" means termination of employment, for any
reason other than death, at any time on or after the first date on which the sum
of the Participant's age and years of service equals or exceeds 80 (as
determined for purposes of other benefit plans maintained by the Company) and
before the Participant's Normal Retirement Date.
2.7 EMPLOYEE
"Employee" means any individual in the employ of the Company.
Independent contractors, leased employees, and self-employed individuals are not
included.
2.8 FINAL AVERAGE EARNINGS
"Final Average Earnings" means the average of the
Participant's base salary for the three consecutive calendar years prior to
retirement or death. Base salary shall include the gross amount payable prior to
any elective, pre-tax salary deferrals.
2.9 FISCAL YEAR
"Fiscal Year" means the financial reporting and taxable year
of Steelcase Inc.
2.10 NORMAL RETIREMENT DATE
"Normal Retirement Date" means the last day of the Plan Year
in which the Participant attains age 65.
2.11 PARTICIPANT
"Participant" means an Employee who is a corporate officer of
the Company elected by the Board of Directors of the Company and designated by
the Committee pursuant to Section 3. The term includes former corporate officers
designated by the Committee for continuing participation in the Plan and living
former corporate officers with respect to whom benefits of the Plan remain
payable.
2.12 PLAN YEAR
"Plan Year" means the annual period coinciding with the Fiscal
Year.
-3-
2.13 NORMAL RETIREMENT
"Normal Retirement" means termination of employment on or after the
Participant's Normal Retirement Date.
2.14 SPOUSE
"Spouse" means the husband or wife to whom a Participant is married
on the date benefit payments are scheduled to begin to the Participant. The
legal existence of the spousal relationship shall be governed by the law of
Michigan.
2.15 SURVIVING SPOUSE
"Surviving Spouse" means the Participant's Spouse who survives the
Participant. If the Participant and Spouse die under circumstances that make the
order of their deaths uncertain, it shall be presumed for purposes of this Plan
that the Participant survived the Spouse.
2.16 TOTAL DISABILITY
"Total Disability" or "Disability" means a physical or mental
condition, which totally and presumably permanently prevents an individual from
performing the duties of his or her employment. The determination of Total
Disability shall be made by the Committee through procedures established for
that purpose and on the basis of reasonable medical examinations. The cost of
any medical examination shall be an expense of administration of the Plan.
SECTION 3
ADMINISTRATION OF PLAN
3.1 ADMINISTRATIVE COMMITTEE.
The Plan shall be administered by the Committee. The Committee
shall have full discretionary authority in the operation and administration of
the Plan. The Committee shall act by vote or consent of a majority of its
members. To the extent necessary or appropriate, the Committee will adopt rules,
policies, and forms for the administration, interpretation, and implementation
of the Plan. All decisions, determinations, and interpretations of the Plan by
the Committee shall be final and binding on all parties.
-4-
A member of the Committee shall not participate in and shall
not be counted as a member with respect to any action of the Committee directly
affecting only that member.
3.2 RESPONSIBILITY; INDEMNIFICATION.
A member of the Committee shall not be personally responsible
or liable for any act or omission in connection with performance of powers or
duties or the exercise of discretion or judgment in the administration and
implementation of the Plan. The Company shall hold harmless and indemnify each
member of the Committee, and any other individual exercising delegated authority
or responsibility with respect to the Plan, from any and all liabilities and
costs arising from any act or omission related to the performance of duties or
the exercise of discretion and judgement with respect to the Plan.
SECTION 4
ELIGIBILITY
4.1 PARTICIPATION
Participation in the Plan shall be limited to corporate
officers elected by the Board of Directors of the Company and to former
corporate officers designated by the Committee for continuing participation in
the Plan. The Committee shall review each eligible candidate and shall designate
each eligible individual to be enrolled as a Participant. Active participation
shall be effective as of the date specified by the Committee for each
Participant. Active participation shall continue until terminated by the
Committee or earlier termination of employment for any reason.
4.2 TERMINATION OF PARTICIPATION
Active participation may be terminated by the Committee at
any time, and may be terminated or continued by the Committee on or after a
Participant ceases to be an elected officer of the Company. Upon termination of
active participation, the Participant's vested percentage shall be determined
under Section 5 and thereafter shall not increase.
-5-
SECTION 5
VESTING
5.1 VESTING SERVICE.
A Participant shall be credited with one year of service for
vesting for each twelve months of active participation in the Plan. Fractional
years shall not be credited.
5.2 VESTED PERCENTAGE.
The Participant's vested percentage shall be determined by
the following schedule:
YEARS OF SERVICE FOR VESTING VESTED PERCENTAGE
Less than 3 years 0%
3 years, but less than 4 years 20%
4 years, but less than 5 years 40%
5 years, but less than 6 years 60%
6 years, but less than 7 years 80%
7 Years of more 100%
SECTION 6
BENEFITS
6.1 AMOUNT AND FORM OF BENEFIT.
The benefits of the Plan shall consist of the following:
(a) 5-YEAR BENEFIT. The 5-year benefit shall be five
annual payments, each equal to 70 percent of the Participant's Final Average
Earnings multiplied by the Participant's vested percentage.
(b) 15-YEAR BENEFIT. The 15-year benefit shall be 15
annual payments; each equal to $50,000 multiplied by the Participant's vested
percentage.
-6-
6.2 PAYMENT EVENTS.
Except as otherwise provided in Sections 6.3, 6.4, and 6.5,
and Section 8, occurrence of any of the following events shall result in payment
of both the Participant's 5-year benefit and 15-year benefit under the Plan:
(a) NORMAL RETIREMENT. The Participant's Normal Retirement.
(b) EARLY RETIREMENT. The Participant's Early Retirement.
(c) DEATH. Death of the Participant with a Surviving Spouse.
(d) TOTAL DISABILITY. The Participant's Total Disability.
6.3 TIME OF PAYMENT.
(a) NORMAL RETIREMENT. Upon Normal Retirement, the
Participant's 5-year benefit and 15-year benefit payments shall both commence on
March 1 following the date of Normal Retirement, or as soon thereafter as is
administratively feasible.
(c) EARLY RETIREMENT. In the event of Early Retirement, the
Participant's 5-year benefit and 15-year benefit shall both commence on March 1
following the date the Participant attains age 65; provided, however, that the
Participant, with the consent of the Committee, may elect payment commencing on
March 1 following the date of Early Retirement. If early payment is elected, the
amount of each payment shall be determined by dividing the total dollar amount
of the benefit by the number of reduced equal annual installments that result in
the last reduced annual installment of the benefit being paid on the date that
the last annual installment would have been paid if benefit payments commenced
on March 1 following the date the Participant attained age 65. The Participant
may elect early, reduced payment of the 5-year benefit, the 15-year benefit, or
both. A Participant's election of early commencement of benefit payments must be
made in writing on a form provided by the Committee.
(c) DEATH. In the event of death of a Participant before
benefit payments commence under the Plan, benefit payments will be made to the
Surviving Spouse, or to any other Beneficiary designated by the Participant
prior to death, commencing on March 1 following the date of the Participant's
death. If a Participant dies after benefit payments begin under the Plan,
remaining payments will continue to be made, at the time and in the amount in
effect at the Participant's death, to the Participant's Surviving Spouse, or to
any other Beneficiary designated by the Participant prior to death. Whether paid
directly to the Surviving Spouse or to another Beneficiary designated by the
Participant, benefit payments shall be made or shall continue, following death
of the Participant, only if the Participant has a Surviving Spouse and only as
long as the Surviving Spouse is living.
-7-
(d) TOTAL DISABILITY. In the event of the Total Disability of
a Participant before benefit payments commence under the Plan, the Participant's
5-year benefit and 15-year benefit shall both commence on March 1 following the
date the Participant incurred the Total Disability, or as soon thereafter as is
administratively feasible. The amount and duration of payments will be
determined in accordance with the early payment provision for Early Retirement
under 6.3(b).
6.4 FORFEITURE OF BENEFITS.
A Participant's right to benefit payments remaining unpaid
under this Plan shall be forfeited upon occurrence of any of the following
events:
(a) TERMINATION BEFORE RETIREMENT. Termination of the
Participant's employment before eligibility for Normal Retirement, Early
Retirement or Total Disability.
(b) TERMINATION FOR CAUSE. Termination of the Participant's
employment for cause.
(c) NO SURVIVING SPOUSE. Death of the Participant without a
Surviving Spouse or death of the Participant's Surviving Spouse following death
of the Participant.
(d) COMPETITION. 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 Administrative 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
Sates 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.
-8-
6.5 BENEFIT ADJUSTMENTS.
In the event that the Plan shall be amended to decrease the
amount of benefit payments, the decrease shall not be applicable to any
Participant who is retired under the Normal Retirement, Early Retirement or
Total Disability provisions of the Plan and is receiving benefit payments or
entitled to future benefit payments under the Plan or to benefit payments to the
Surviving Spouse of a deceased Participant who dies prior to the amendment.
Except as otherwise provided in an amendment, benefit reductions shall be
applicable to all Participants remaining employed by the Company on the date of
the amendment. Unless provided otherwise in an amendment that increases
benefits, the benefit increases shall apply both to Participants employed on and
after the date of the amendment and to remaining unpaid benefits of retired
Participants receiving benefits or entitled to future benefit payments under the
Plan and to payments to the Surviving Spouse of each deceased Participant. Any
benefit increase shall be applied proportionately to reduced benefit payments
that commenced prior to the date the Participant attains or would have attained
age 65.
6.6 UNFUNDED PLAN; UNSECURED CREDITOR STATUS.
This shall be an unfunded Plan within the meaning of ERISA. A
Participant shall be an unsecured general creditor of the Company with respect
to payment of any benefit under the Plan. The right of a Participant or
Beneficiary to be paid a benefit under the terms of the Plan shall be no greater
than the right of any other general, unsecured creditor of the Company.
SECTION 7
AMENDMENT AND TERMINATION
7.1 AMENDMENT.
This Plan may be amended in any manner at any time by the
Board of Directors of the Company. An amendment changing the amount of benefits
shall comply with Sections 1.4 and 6.5.
7.2 TERMINATION.
The Plan may be terminated at any time by the Board of
Directors of the Company. Upon termination of the Plan, the Board shall specify
the extent to which benefits of Participants employed by the Company shall be
preserved or terminated. Upon termination of the Plan, all benefits of
previously retired and deceased Participants that are being paid or are payable
at a future date shall continue to be paid in accordance with the terms of the
Plan in effect at the time of termination.
-9-
SECTION 8
GENERAL PROVISIONS
8.1 NO RIGHT TO PARTICIPATE
Nothing in this Plan shall be deemed or interpreted to provide
a "Participant or any non-participating Employee with any contractual right to
participate in or receive benefits of the Plan. The right to participate and the
duration of active participation shall be determined in the sole discretion of
the Committee.
8.2 NO EMPLOYMENT RIGHT.
Participation in this Plan shall not be construed as
constituting a commitment, guarantee, agreement, or understanding of any kind
that the Company or any subdivision of the Company will continue to employ any
individual, and this Plan shall not be construed or applied as any type of
employment contract or obligation. Nothing herein shall abridge or diminish the
rights of the Company or the employing subdivision of the Company to determine
the terms and conditions of employment of any Participant or other Employee or
to terminate the employment of any Participant or other Employee with or without
cause at any time.
8.3 NO ASSIGNMENT OR TRANSFER.
Neither a Participant nor any beneficiary or other
representative of a Participant shall have any right to assign, transfer,
attach, or hypothecate any amount of credit, potential payment, or right to
future payments or any other benefit provided under this Plan. Payment of any
amount due or to become due under this Plan shall not be subject to the claims
of creditors of the Participant or to execution by attachment or garnishment or
any other legal or equitable proceeding or process.
8.4 WITHHOLDING AND PAYROLL TAXES.
The Company shall deduct from any payment made under this Plan
all amounts required by federal, state, and local tax laws to be withheld and
shall subject any payments made under the Plan to all applicable payroll taxes
and assessments.
8.5 INCOMPETENT PAYEE.
If the Committee determines that a person entitled to a
payment hereunder is incompetent, it may cause benefits to be paid to another
person for the use or benefit of the Participant or the Participant's
beneficiary at the time or times otherwise payable hereunder, in total discharge
of the Plan's obligations to the Participant or beneficiary.
-10-
8.6 GOVERNING LAW.
The provisions of the Plan shall be construed and governed
under the laws of the State of Michigan.
8.7 CONSTRUCTION.
The singular includes the plural, and the plural includes the
singular, and terms connoting gender include both the masculine and feminine,
unless the context clearly indicates the contrary. Capitalized terms, except
those at the beginning of a sentence or part of a heading, have the meaning
defined in the Plan.
IN WITNESS WHEREOF, The Company has caused this plan captioned, "Steelcase Inc.
1994 Executive Supplemental Retirement Plan" as restated effective as of June 1,
2000 to be executed by its duly authorized officer this 6th day of June, 2000.
STEELCASE INC.
BY /s/ James P. Hackett
---------------------------------------
Its President & Chief Executive Officer
ATTEST:
/s/ Jon D. Botsford
- ------------------------------
Its Secretary
-11-