STEELCASE INC.
NON-EMPLOYEE DIRECTOR
DEFERRED COMPENSATION PLAN
June 23, 1999
TABLE OF CONTENTS
PREAMBLE........................................................................1
ARTICLE I DEFINITIONS...........................................................1
1.1 Administrative Committee..............................................1
1.2 Beneficiary...........................................................1
1.3 Deferral Account......................................................1
1.4 Deferral Date.........................................................1
1.5 Director's Fees.......................................................2
1.6 Election Period.......................................................2
1.7 Mandatory Deferral....................................................2
1.8 Non-Employee Director.................................................2
1.9 Participant...........................................................2
1.10 Payment Date..........................................................2
1.11 Plan Year.............................................................2
1.12 Valuation Date........................................................2
ARTICLE II PARTICIPATION........................................................2
ARTICLE III DEFERRAL OF DIRECTOR'S FEES.........................................3
ARTICLE IV DEFERRAL ACCOUNT.....................................................3
4.1 Deferral Accounts.....................................................3
4.2 Debits/Credits to Deferral Accounts...................................3
4.3 Investment Media......................................................3
ARTICLE V PAYMENTS..............................................................4
5.1 Timing................................................................4
5.2 Form for Payment......................................................4
5.3 Payment Medium........................................................5
ARTICLE VI MISCELLANEOUS........................................................5
6.1 No Trust..............................................................5
6.2 Nonforfeitability.....................................................5
6.3 Spendthrift Provision.................................................5
6.4 Successors, Etc.......................................................6
6.5 Severability..........................................................6
6.6 Governing Law.........................................................6
6.7 Number Construction...................................................6
6.8 Amendment and Termination of Plan.....................................6
6.9 Interpretation and Implementation.....................................6
6.10 Administrative Committee..............................................6
6.11 Claims and Appeals....................................................6
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PREAMBLE
Steelcase Inc. (the "Company") is establishing the Steelcase Inc. Non-
Employee Director Deferred Compensation Plan (the "Plan"), effective June 23,
1999, to provide Non-Employee Directors an opportunity to defer a portion of
their Director's Fees.
ARTICLE I
DEFINITIONS
The following words and phrases, wherever capitalized, shall have the
following meanings, unless the context requires otherwise:
1.1 "Administrative Committee" means a committee consisting of the
Company's Chief Executive Officer, Chief Financial Officer, Vice-President
Corporate Human Resources and Director of Compensation and/or any other
individuals designated by the Compensation Committee of the Company's Board of
Directors.
1.2 "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
Administrative Committee on a form approved by the Administrative Committee. A
Participant's Will is not effective for this purpose. If the Participant has
not designated a Beneficiary or none so designated survive, the Beneficiary will
be the Participant's surviving spouse, if any; otherwise the Participant's
children, including those by adoption, dividing the distribution equally among
the Participant's children, with the living issue of any deceased child taking
their parent's share by right of representation; if none, the Participant's
parents, in equal shares; if none, the Participant's living brothers and sisters
in equal shares; if none the Participant's estate, if under active
administration, and if not, the Participant's heirs under the laws of Intestacy
of the State of Michigan. Notwithstanding the above, if the Participant
designates the Participant's spouse as a Beneficiary, and the Participant later
divorces that spouse, the Participant's designation of the spouse as Beneficiary
shall be null and void, and the portion of the Participant's benefits that
would, but for this provision, be payable to the Participant's spouse will be
payable instead as designated in the Participant's designation of Beneficiary as
if the spouse had predeceased the Participant.
1.3 "Deferral Account" means the bookkeeping account established by
the Administrative Committee with respect to the Participant pursuant to Article
IV for the purpose of recording the amount of the Director's Fees being deferred
pursuant to this Plan and the amount of any earnings, profits, gains or losses
credited/debited thereto pursuant to Article IV.
1.4 "Deferral Date" means the date the amount of deferred
Director's Fees otherwise would have been paid to the Participant but for the
Participant's deferral of the payment of such fees under Article III.
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1.5 "Director's Fees" means any amount payable to a Participant
for service as a Non-Employee Director, including quarterly retainer fees and
fees for meetings of the Board of Directors or any Committee of the Board of
Directors.
1.6 "Election Period" means the period designated by the
Administrative Committee before each Plan Year during which elections under
Articles III must be made with respect to that Plan Year. For a new
Participant, the Election Period means the first 30 days of participation in the
Plan.
1.7 "Mandatory Deferral" means the amount required to be deferred
by a Participant pursuant to Article III.
1.8 "Non-Employee Director" means any individual who serves as a
member of the Board of Directors of the Company and who is not an employee of
the Company or any of its subsidiaries or affiliates.
1.9 "Participant" means a Non-Employee Director of the Company who
participates in the Plan pursuant to Article II.
1.10 "Payment Date" means the date payment of a Deferral Account is
made pursuant to Section 5.1.
1.11 "Plan Year" means the Company's fiscal year, which is currently
the approximately 12-month period ending on the last Friday of February each
year.
1.12 "Retirement" means leaving the Board of Directors for any
reason other than death.
1.13 "Valuation Date" means the last day of the Plan Year, or such
other dates as may be designated by the Administrative Committee.
ARTICLE II
PARTICIPATION
A Non-Employee Director shall participate in the Plan on the first day
of the individual's term as a Non-Employee Director. A member of the Board of
Directors who becomes a Non-Employee Director after the first day of his or her
first term as a member shall become a Participant on the Valuation Date
coincident with or following the date the Participant becomes a Non-Employee
Director.
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ARTICLE III
DEFERRAL OF DIRECTOR'S FEES
A Participant, during the Election Period, may elect a percentage (in
one percent increments, up to 100 percent) of the Participant's Director's Fees
to be earned in the following Plan Year which 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. If a Participant at the time of the Election
Period does not own beneficially, directly or indirectly, at least 1,000 shares
of Steelcase common stock, the Participant will automatically be deemed to defer
at least 25 percent of the Participant's quarterly retainer fees for the
following Plan Year. All elections shall be made separately with respect to the
Participant's quarterly retainer fees and any meeting fees. An election to
defer Director's Fees made 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.
ARTICLE IV
DEFERRAL ACCOUNT
4.1 Deferral Accounts. The Administrative Committee shall establish a
Deferral Account for each Participant. The portion of each Participant's
Director's Fees deferred pursuant to Article III shall be credited to the
Participant's Deferral Account as of the applicable Deferral Date. The
Administrative Committee shall maintain records for each Deferral Account until
the balance of the Deferral Account has been paid in full pursuant to Article V.
The Administrative Committee shall provide each Participant a written statement
reflecting the amounts credited to his or her Deferral Account at least
annually. The Administrative Committee may engage the services of any third
parties it deems appropriate to provide assistance with record keeping.
4.2 Debits/Credits to Deferral Accounts. As of each Valuation Date
subsequent to the establishment of the Participant's Deferral Account, until
such time as the Deferral Account is paid to the Participant, the Administrative
Committee shall credit/debit the Deferral Account with earnings, profits, gains
or losses that would have been credited/debited if assets equal to the balance
of the Deferred Account had been invested since the preceding Valuation Date in
the investment media described in Section 4.3.
4.3 Investment Media. The Administrative Committee, in its sole
discretion may periodically designate certain mutual funds or other investment
media among which the Participant may request that his or her Deferral Account
should, for the purposes of Section 4.2, be deemed invested. Current referent
investment media include Steelcase Phantom Stock and the Kent Money Market Fund.
The Steelcase Phantom Stock valuation will be based on the weighted average
price of the stock traded on the relevant Deferral Date or Valuation Date. The
Mandatory Deferral shall be deemed invested in the Steelcase Phantom Stock. The
remainder of
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the Participant's Deferral Account shall be deemed invested as the Participant
elects. The Participant may alter his or her selection among the investment
media either for the Participant's existing Deferral Account balance and/or
future deferrals in one percent increments (or such other increments that the
Administrative Committee may specify) once each Plan Year (or at such other
intervals as the Administrative Committee may specify); provided that Mandatory
Deferrals, as adjusted pursuant to Section 4.2, must remain deemed invested in
the Steelcase Phantom Stock. In the absence of any written direction, the
Participant's entire Deferral Account shall be deemed invested in the Steelcase
Phantom Stock. A Participant's deemed investment selection shall remain in
effect until changed by the Participant.
The Administrative Committee may elect either to invest funds equal to
the amounts credited to the Participant's Deferral Account as elected by the
Participant, invest funds targeted to pay Plan obligations in any other manner
or not make investments in connection with Plan obligations. The actual
investment shall not affect the obligation of the Company to provide a benefit
as if the Deferral Account were actually invested as suggested by the
Participant. The Administrative Committee shall establish such procedures and
forms as are appropriate to implement the fund selection process of this Section
4.3.
ARTICLE V
PAYMENTS
5.1 Timing. The Participant's Deferral Account shall be paid or
begin to be paid to the Participant, or to his or her Beneficiary in the event
of the Participant's death, as soon as administratively feasible after the end
of the Plan Year during which the Participant ceases to be a member of the
Company's Board of Directors for any reason. The amount to be paid shall be
determined by the value of the Participant's Deferral Account as of the last day
of that Plan Year.
5.2 Form for Payment of Benefits Other than Death Benefits. The
Participant may elect the period over which the balance in his or her Deferral
Account shall be paid by the Company to the Participant (or to his or her
Beneficiary, in the event of the Participant's death) from among the following:
(a) one lump sum, or
(b) annual installment payments over five years, or
(c) annual installment payments over ten years.
The Participant must make a separate election for the form of Retirement
payments and the form of death benefits. A Participant may elect, however, to
have Retirement installment payments which have already begun under Section
5.2(b) or (c) to be continued to the Participant's Beneficiary in the event the
Participant dies before all of the installments have been paid in lieu of the
offered optional forms.
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The Participant's election with respect to Retirement must be made prior to
the Plan Year during which the Participant ceases to be a Board member. Any
Retirement payment election made during or after that Plan Year shall not be
effective. The Participant's election with respect to the form of death
payments may be made at any time before the Participant's death. If the
Participant fails to timely elect the form of either Retirement payments or
death payments, the payments for which no election has been made shall be paid
in one lump sum.
5.3 Payment Medium. The payments made by the Company with respect
to the Participant's Deferral Account pursuant to Sections 5.1 and 5.2 above
shall be made in cash (reduced by applicable tax withholdings). Annual payments
made in accordance with Sections 5.2(b) and 5.2(c) shall be in an amount equal
to a percentage of the Participant's Deferral Account balance as of the
Valuation Date on or immediately preceding the Payment Date, determined by
dividing that balance by the remaining years of the payment term.
ARTICLE VI
MISCELLANEOUS
6.1 No Trust. Nothing contained in this Plan and no action taken
pursuant to the provisions hereof shall create or deem to create a trust of any
kind, or a fiduciary relationship between the Company and the Participant, the
Participant's Beneficiary or any other person. To the extent that any person
acquires the right to receive benefits from the Company under this Plan, such
right shall be no greater than the right of any other unsecured general creditor
of the Company, and such person shall have no claim on, or any beneficial
interest in, any assets of the Company. The Company may establish bookkeeping
reserves or any funding media, including grantor trusts, to cover its obligation
to make the payments contemplated under Article V, but amounts designated in
such bookkeeping reserves or contained in such funding media as are established
shall remain solely those of the Company and shall be subject to the claims of
the creditors of the Company until actually paid to the Participant or to the
Participant's Beneficiary. The provisions of this Plan do not operate as a
guarantee that sufficient assets will exist for the Company to pay any Plan
benefits.
6.2 Nonforfeitability. The Participant's rights to any payments
under this Plan shall at all times be nonforfeitable.
6.3 Spendthrift Provision. Benefits, payments, proceeds, claims,
rights or interest of the Participant or the Participant's Beneficiary to or
under this Plan shall not be subject in any manner to any claims, attachments or
encumbrances due to the death, contracts, liabilities, engagements or torts of
the Participant or the Participant's Beneficiary, directly or indirectly, or be
subject to any claim of any creditor of the Participant or the Participant's
Beneficiary, through legal process or otherwise; nor shall the Participant or
the Participant's Beneficiary be able or permitted in any manner to transfer,
encumber, pledge, anticipate, alienate, sell, or assign any such benefits,
payments, proceeds, claims, rights or interest, contingent or otherwise.
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6.4 Successors, Etc. This Plan shall be binding upon and benefit
the Company and its successors, and the Participant and the Participant's
Beneficiary, their heirs and personal representatives, all in accordance and
subject to the terms of this Plan.
6.5 Severability. Each provision of this Plan shall be independent
of and separable from every other provision of this Plan and should any
provision of this Plan be deemed or be declared to be contrary to or
unenforceable under any law, whether constitutional, statutory or otherwise, all
of the remaining provisions of this Plan shall remain in full force and effect.
6.6 Governing Law. This Plan shall be governed in all respects,
whether as to validity, construction, capacity, performance or otherwise, under
the laws of the State of Michigan, except to the extent superseded by federal
law.
6.7 Number Construction. In all cases where they would so apply,
words used in the singular shall be construed to include the plural.
6.8 Amendment and Termination of Plan. The Compensation Committee
of the Board of Directors may amend or terminate this Plan at any time. A
termination of the Plan shall not reduce amounts already credited to the
Participant's Deferral Account. In the event the Plan is terminated, the
Administrative Committee may, in its sole discretion, immediately distribute the
balance of the Participants' Deferral Accounts.
6.9 Interpretation and Implementation. The Administrative
Committee shall have exclusive and final authority and sole and absolute
discretion with respect to (a) the interpretation and implementation of the
terms and provisions of this Plan, (b) exercising any of its powers or duties
under this Plan and (c) the adoption or amendment of such procedures or
practices as it deems necessary, helpful or appropriate, for purposes of
administering this Plan.
6.10 Administrative Committee. The Administrative Committee may
delegate any of its powers, authorities or responsibilities under the Plan to
any other person or committee so designated by it in writing. The
Administrative Committee may employ the agents or advisors it deems appropriate
to fulfill its duties under the Plan. No member of the Administrative Committee
shall be personally liable to any person for any action taken or omitted in
connection with performing its duties under the Plan, unless due to that
member's own willful misconduct, gross negligence, or lack of good faith.
6.11 Claims and Appeals. In the event Participants or
Beneficiaries believe they are entitled to a payment from the Company that has
not been made, they may submit a claim for benefits to the Administrative
Committee. Any denial of a claim shall be made by the Administrative Committee
in writing and shall specify the Plan provisions upon which the denial is based
and any additional information or documentation which the Participant or
Beneficiary would need to submit to perfect his or her claim. The Participant
or Beneficiary may appeal in writing to the Administrative Committee any denial
of his or her claim within 90 days following the denial, and shall include any
additional information or documentation helpful to support the claim. The
Administrative Committee's decision shall be made in writing within a reasonable
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time period following receipt of the appeal and shall be final and binding on
the Participant, any Beneficiary and the Company.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed by
its duly authorized officer, this_____ day of _______________, 1999, to be
effective June 23, 1999.
STEELCASE INC.
Attest: By: By:
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Its: Its:
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