þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15
(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
|
For the quarterly period ended August 29, 2008 | ||
or
|
||
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15
(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
Michigan
(State or other jurisdiction of incorporation or organization) |
38-0819050
(I.R.S. employer identification no.) |
|
901 44th Street SE
Grand Rapids, Michigan (Address of principal executive offices) |
49508 (Zip Code) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting Company o |
7
10
Item 1.
Financial
Statements:
(in millions, except per share data)
Three Months Ended
Six Months Ended
August 29,
August 24,
August 29,
August 24,
2008
2007
2008
2007
$
901.8
$
825.2
$
1,717.5
$
1,633.6
615.1
549.1
1,159.7
1,091.7
8.7
(1.7
)
13.5
278.0
277.8
544.3
541.9
231.7
222.8
458.8
438.6
0.3
2.7
46.0
55.0
82.8
103.3
(4.3
)
(4.0
)
(8.6
)
(8.3
)
4.3
10.8
5.8
18.2
46.0
61.8
80.0
113.2
14.6
24.1
26.4
41.9
$
31.4
$
37.7
$
53.6
$
71.3
$
0.23
$
0.26
$
0.40
$
0.50
$
0.23
$
0.26
$
0.39
$
0.49
$
0.15
$
0.15
$
0.30
$
0.30
1
Table of Contents
2
Table of Contents
Six Months Ended
August 29,
August 24,
2008
2007
$
53.6
$
71.3
45.3
44.7
(146.9
)
(59.4
)
14.1
5.8
(33.9
)
62.4
(44.9
)
(31.2
)
(0.9
)
(35.7
)
4.0
14.8
15.8
(3.0
)
10.1
9.3
(15.9
)
(45.8
)
(40.5
)
(43.7
)
(54.2
)
(109.8
)
0.3
10.5
3.0
3.9
(91.4
)
(139.1
)
(1.9
)
5.2
(143.1
)
(117.3
)
213.9
527.2
$
70.8
$
409.9
3
Table of Contents
1.
BASIS OF
PRESENTATION
2.
NEW ACCOUNTING
STANDARDS
SFAS No. 141(R)
4
Table of Contents
SFAS No. 160
FSP
No. 157-2
SFAS No. 161
3.
BUSINESS
DIVESTITURE
5
Table of Contents
4.
EARNINGS PER
SHARE
Three Months Ended
Six Months Ended
August 29,
August 24,
August 29,
August 24,
Computation of Earnings per Share
2008
2007
2008
2007
$
31.4
$
37.7
$
53.6
$
71.3
134.4
143.2
135.3
144.3
0.4
1.1
0.4
1.2
134.8
144.3
135.7
145.5
$
0.23
$
0.26
$
0.40
$
0.50
$
0.23
$
0.26
$
0.39
$
0.49
134.3
142.2
134.3
142.2
5.
COMPREHENSIVE
INCOME
Three Months Ended
August 29,
August 24,
Components of Comprehensive Income
2008
2007
$
31.4
$
37.7
(10.4
)
3.2
(0.1
)
(0.1
)
(1.3
)
(1.1
)
(1.5
)
(12.9
)
1.6
$
18.5
$
39.3
6
Table of Contents
Six Months Ended
August 29,
August 24,
Components of Comprehensive Income
2008
2007
$
53.6
$
71.3
(2.9
)
13.2
(0.1
)
(0.2
)
2.9
(2.2
)
(2.6
)
(2.3
)
10.4
$
51.3
$
81.7
6.
FAIR
VALUE
Fair Value of Financial Instruments
Level 1
Level 2
Level 3
Total
$
50.8
$
$
$
50.8
23.1
23.1
7.1
7.1
3.9
3.9
3.2
3.2
0.3
0.3
$
57.9
$
3.2
$
27.3
$
88.4
Table of Contents
Managed
Investment Portfolio and Available-for-Sale
Securities
Auction Rate
Securities
Canadian
Asset-Backed Commercial Paper
Foreign
Exchange Forward Contracts
Privately-Held
Equity Investments
8
Table of Contents
Canadian
Asset-Backed
Privately-
Auction Rate
Commercial
Held Equity
Rollforward of Fair Value Using Level 3 Inputs
Securities
Paper
Investments
$
23.9
$
4.1
$
1.7
(1.3
)
(0.8
)
(0.1
)
(0.2
)
$
23.1
$
3.9
$
0.3
7.
INVENTORIES
August 29,
February 29,
Inventories
2008
2008
$
97.2
$
87.9
21.8
20.9
73.9
67.5
192.9
176.3
(33.9
)
(29.6
)
$
159.0
$
146.7
8.
EMPLOYEE BENEFIT
PLAN OBLIGATIONS
Three Months Ended
Pension Plans
Post-Retirement Plans
August 29,
August 24,
August 29,
August 24,
Components of Expense
2008
2007
2008
2007
$
0.5
$
0.6
$
0.2
$
0.3
1.3
1.1
2.1
1.9
(1.8
)
(1.8
)
(0.9
)
(0.9
)
(0.1
)
0.1
0.1
$
1.0
$
0.9
$
0.5
$
0.3
9
Table of Contents
Six Months Ended
Pension Plans
Post-Retirement Plans
August 29,
August 24,
August 29,
August 24,
Components of Expense
2008
2007
2008
2007
$
1.0
$
1.1
$
0.5
$
0.6
2.6
2.3
4.1
3.8
(3.6
)
(3.5
)
(1.8
)
(1.8
)
(0.5
)
0.2
0.2
$
2.0
$
1.8
$
1.0
$
0.4
9.
PRODUCT
WARRANTY
Product Warranty
Amount
$
21.6
6.1
(7.8
)
$
19.9
10.
REPORTABLE
SEGMENTS
Table of Contents
Three Months Ended
Six Months Ended
August 29,
August 24,
August 29,
August 24,
Reportable Segment Income Statement Data
2008
2007
2008
2007
$
499.7
$
489.2
$
930.4
$
962.4
253.2
188.9
506.0
384.8
148.9
147.1
281.1
286.4
$
901.8
$
825.2
$
1,717.5
$
1,633.6
$
40.1
$
49.5
$
74.4
$
83.9
12.9
5.9
25.3
19.0
1.4
6.3
(2.8
)
14.0
(8.4
)
(6.7
)
(14.1
)
(13.6
)
$
46.0
$
55.0
$
82.8
$
103.3
(Restated)
August 29,
February 29,
Reportable Segment Balance Sheet Data
2008
2008
$
794.6
$
743.0
534.8
546.8
310.9
375.4
380.1
459.2
$
2,020.4
$
2,124.4
11.
RESTRUCTURING
ACTIVITIES
11
Table of Contents
Three Months Ended
Six Months Ended
August 29,
August 24,
August 29,
August 24,
Restructuring Costs
2008
2007
2008
2007
$
5.1
$
7.9
$
1.7
$
(1.6
)
(0.4
)
(1.6
)
3.6
(0.1
)
6.0
(0.1
)
8.7
(1.7
)
13.5
0.6
1.4
0.7
(0.3
)
0.6
0.3
2.7
$
9.0
$
(1.7
)
$
16.2
$
Business Exits
Workforce
and Related
Restructuring Reserve
Reductions
Costs
Total
$
2.5
$
2.6
$
5.1
15.1
1.1
16.2
(8.5
)
(0.6
)
(9.1
)
(2.0
)
(2.0
)
$
9.1
$
1.1
$
10.2
Item 2.
Managements
Discussion and Analysis of Financial Condition and Results of
Operations:
12
Table of Contents
Three Months Ended
Six Months Ended
August 29,
August 24,
August 29,
August 24,
Income Statement Data
2008
2007
2008
2007
$
901.8
100.0
%
$
825.2
100.0
%
$
1,717.5
100.0
%
$
1,633.6
100.0
%
615.1
68.2
549.1
66.5
1,159.7
67.5
1,091.7
66.8
8.7
1.0
(1.7
)
(0.2
)
13.5
0.8
278.0
30.8
277.8
33.7
544.3
31.7
541.9
33.2
231.7
25.7
222.8
27.0
458.8
26.7
438.6
26.9
0.3
2.7
0.2
46.0
5.1
55.0
6.7
82.8
4.8
103.3
6.3
6.8
0.8
(2.8
)
(0.2
)
9.9
0.6
46.0
5.1
61.8
7.5
80.0
4.6
113.2
6.9
14.6
1.6
24.1
2.9
26.4
1.5
41.9
2.5
$
31.4
3.5
%
$
37.7
4.6
%
$
53.6
3.1
%
$
71.3
4.4
%
13
Table of Contents
Three Months Ended
Six Months Ended
August 29,
August 24,
August 29,
August 24,
Interest Expense and Other Income, Net
2008
2007
2008
2007
$
(4.3
)
$
(4.0
)
$
(8.6
)
$
(8.3
)
1.4
6.4
3.6
12.8
1.2
1.1
2.2
2.2
(2.0
)
(2.8
)
(2.6
)
(4.0
)
(0.8
)
0.8
(1.1
)
1.4
4.5
5.3
3.7
5.8
4.3
10.8
5.8
18.2
$
6.8
$
(2.8
)
9.9
14
Table of Contents
Three Months Ended
Six Months Ended
August 29,
August 24,
August 29,
August 24,
Income Statement Data North America
2008
2007
2008
2007
$
499.7
100.0
%
$
489.2
100.0
%
$
930.4
100.0
%
$
962.4
100.0
%
344.0
68.8
328.0
67.0
632.2
68.0
653.6
67.9
5.1
1.1
7.9
0.8
1.7
0.2
150.6
30.1
161.2
33.0
290.3
31.2
307.1
31.9
109.9
22.0
111.7
22.9
214.5
23.0
223.2
23.2
0.6
0.1
1.4
0.2
$
40.1
8.0
%
$
49.5
10.1
%
$
74.4
8.0
%
$
83.9
8.7
%
Three Months Ended
Six Months Ended
August 29,
August 24,
August 29,
August 24,
Income Statement Data International
2008
2007
2008
2007
$
253.2
100.0
%
$
188.9
100.0
%
$
506.0
100.0
%
$
384.8
100.0
%
174.4
68.9
127.7
67.6
344.7
68.1
256.2
66.6
(1.6
)
(0.8
)
(0.4
)
(0.1
)
(1.6
)
(0.4
)
78.8
31.1
62.8
33.2
161.7
32.0
130.2
33.8
65.9
26.0
56.9
30.1
135.7
26.9
111.2
28.9
0.7
0.1
$
12.9
5.1
%
$
5.9
3.1
%
$
25.3
5.0
%
$
19.0
4.9
%
15
Table of Contents
Three Months Ended
Six Months Ended
August 29,
August 24,
August 29,
August 24,
Income Statement Data Other
2008
2007
2008
2007
$
148.9
100.0
%
$
147.1
100.0
%
$
281.1
100.0
%
$
286.4
100.0
%
96.7
64.9
93.4
63.5
182.8
65.0
181.9
63.5
3.6
2.5
(0.1
)
(0.1
)
6.0
2.2
(0.1
)
48.6
32.6
53.8
36.6
92.3
32.8
104.6
36.5
47.5
31.9
47.5
32.3
94.5
33.6
90.6
31.6
(0.3
)
(0.2
)
0.6
0.2
$
1.4
0.9
%
$
6.3
4.3
%
$
(2.8
)
(1.0
)%
$
14.0
4.9
%
16
Table of Contents
Three Months Ended
Six Months Ended
August 29,
August 24,
August 29,
August 24,
Income Statement Data Corporate
2008
2007
2008
2007
$
8.4
$
6.7
$
14.1
$
13.6
Six Months Ended
August 29,
August 24,
Cash Flow Data
2008
2007
$
(33.9
)
$
62.4
(15.9
)
(45.8
)
(91.4
)
(139.1
)
(1.9
)
5.2
(143.1
)
(117.3
)
213.9
527.2
$
70.8
$
409.9
17
Table of Contents
Six Months Ended
August 29,
August 24,
Cash Flow Data Operating Activities
2008
2007
$
53.6
$
71.3
45.3
44.7
(146.9
)
(59.4
)
14.1
5.8
$
(33.9
)
$
62.4
Six Months Ended
August 29,
August 24,
Cash Flow Data Investing Activities
2008
2007
$
(44.9
)
$
(31.2
)
(0.9
)
(35.7
)
4.0
14.8
15.8
(3.0
)
10.1
9.3
$
(15.9
)
$
(45.8
)
Six Months Ended
August 29,
August 24,
Cash Flow Data Financing Activities
2008
2007
$
(40.5
)
$
(43.7
)
(54.2
)
(109.8
)
0.3
10.5
3.0
3.9
$
(91.4
)
$
(139.1
)
18
Table of Contents
Liquidity Facilities
Amount
$
200.0
113.8
313.8
7.0
22.0
$
284.8
19
Table of Contents
Item 3.
Quantitative
and Qualitative Disclosures About Market Risk:
Item 4.
Controls
and Procedures:
20
Table of Contents
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds:
(d)
(c)
Approximate Dollar
Total Number of
Value of Shares
Shares Purchased as
that May Yet be
(a)
(b)
Part of Publicly
Purchased
Total Number of
Average Price
Announced Plans
Under the Plans
Period
Shares Purchased
Paid per Share
or Programs (1)
or Programs (1)
$
$
227.8
724,200
$
9.74
724,200
$
220.8
78,067
$
9.98
77,800
$
220.0
802,267
(2)
$
9.77
802,000
(1)
In December 2007, our Board of Directors approved a share
repurchase program permitting the repurchase of up to $250 of
shares of our common stock. This program has no specific
expiration date.
(2)
267 of these shares were repurchased to satisfy
participants tax withholding obligations upon the vesting
of restricted stock and restricted stock unit grants, pursuant
to the terms of our Incentive Compensation Plan.
Item 4.
Submission
of Matters to a Vote of Security Holders
For
Withheld
561,060,799
1,932,869
556,475,917
6,517,750
557,638,487
5,355,180
561,272,047
1,721,620
Item 5.
Other
Information:
21
Table of Contents
Item 6.
Exhibits:
22
Table of Contents
23
Table of Contents
Exhibit
No.
Description
10
.1
Steelcase Inc. Restoration Retirement Plan, as amended and
restated effective January 1, 2009
10
.2
Steelcase inc. Non-Employee Director Deferred Compensation Plan,
as amended and restated effective January 1, 2009
10
.3
Steelcase Inc. Deferred Compensation Plan, as amended and
restated effective January 1, 2009
10
.4
2009-1
Amendment to the Steelcase Inc. Management Incentive Plan, as
amended and restated as of February 24, 2007
10
.5
2009-1
Amendment to the Steelcase Inc. Incentive Compensation Plan, as
amended and restated as of February 24, 2007
10
.6
2009-1
Amendment to the Steelcase Inc. Executive Severance Plan
10
.7
2009-1
Amendment to the Steelcase Inc. Executive Supplemental
Retirement Plan, as amended and restated as of March 27,
2003
10
.8
2009-1
Amendment to Deferred Compensation Agreement dated
January 12, 1998, between Steelcase Inc. and James P.
Hackett
31
.1
Certification of CEO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31
.2
Certification of CFO pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32
.1
Certification of CEO and CFO pursuant to 18 U.S.C.
Section 1350, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
24
Page | ||||
Article 1 Establishment and Purpose
|
1 | |||
|
||||
1.1 History of the Plan
|
1 | |||
1.2 This Document
|
1 | |||
1.3 Purpose
|
1 | |||
1.4 Status of Plan Under ERISA
|
1 | |||
1.5 Compliance with Section 409A
|
1 | |||
|
||||
Article 2 Definitions
|
1 | |||
|
||||
Article 3 Administration of Plan
|
8 | |||
|
||||
3.1 Administrative Committee
|
8 | |||
3.2 Responsibility; Indemnification
|
8 | |||
|
||||
Article 4 Eligibility
|
8 | |||
|
||||
4.1 Participation
|
8 | |||
4.2 Termination of Participation
|
9 | |||
|
||||
Article 5 Vesting
|
9 | |||
|
||||
5.1 Vesting Service
|
9 | |||
5.2 Vested Percentage
|
9 | |||
|
||||
Article 6 Benefits
|
9 | |||
|
||||
6.1 Amount and Form of Benefit
|
9 | |||
6.2 Payment of Pre-2005 Accounts
|
10 | |||
6.3 Payment of Post-2004 Account
|
10 | |||
6.4 Forfeiture of Benefits
|
11 | |||
|
||||
Article 7 Change In Control
|
12 | |||
|
||||
7.1 Vesting
|
12 | |||
7.2 Payment
|
12 | |||
|
||||
Article 8 Amendment and Termination
|
12 | |||
|
||||
8.1 Amendment
|
12 | |||
8.2 Termination
|
12 | |||
|
||||
Article 9 General Provisions
|
13 | |||
|
||||
9.1 No Right to Participate
|
13 | |||
9.2 No Employment Right
|
13 | |||
9.3 No Assignment or Transfer
|
13 | |||
9.4 Withholding and Payroll Taxes
|
13 | |||
9.5 Incompetent Payee
|
13 | |||
9.6 Governing Law
|
13 |
-i-
Page | ||||
9.7 Construction
|
14 | |||
9.8 Disputes
|
14 | |||
|
||||
Signature
|
14 |
-ii-
-2-
-3-
-4-
-5-
-6-
-7-
-8-
Years of Vested Service | Vested Percentage | |
Less than 2 years
2 years or more |
0%
100% |
-9-
-10-
-11-
-12-
-13-
STEELCASE INC. | ||||||||
|
||||||||
|
By: | /s/ Nancy W. Hickey | ||||||
|
Nancy W. Hickey | |||||||
|
Its: |
Senior Vice President
Chief Administrative Officer |
-14-
Page | ||||
Article 1 Establishment and Purpose
|
1 | |||
|
||||
1.1 History of Plan
|
1 | |||
1.2 Purpose
|
1 | |||
1.3 This Document
|
1 | |||
1.4 Status of Plan Under ERISA
|
1 | |||
1.5 Compliance with Section 409A
|
1 | |||
|
||||
Article 2 Definitions
|
1 | |||
|
||||
Article 3 Participation
|
5 | |||
|
||||
Article 4 Director Payment and Deferrals
|
5 | |||
|
||||
4.1 Participant Election Between Deferral and Stock
|
5 | |||
4.2 Participant Election Between Cash and Deferral
|
5 | |||
4.3 Initial and Subsequent Election Periods
|
6 | |||
|
||||
Article 5 Deferral Account
|
6 | |||
|
||||
5.1 Deferral Accounts
|
6 | |||
5.2 Debits/Credits to Deferral Accounts
|
6 | |||
5.3 Investment Media
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6 | |||
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Article 6 Payments
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7 | |||
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6.1 Timing
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7 | |||
6.2 Form of Payment
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7 | |||
6.3 Payment Medium
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8 | |||
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Article 7 Miscellaneous
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7.1 No Trust
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7.2 Nonforfeitability
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8 | |||
7.3 Spendthrift Provision
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8 | |||
7.4 Successors, Etc.
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9 | |||
7.5 Severability
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9 | |||
7.6 Governing Law
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9 | |||
7.7 Number Construction
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9 | |||
7.8 Amendment and Termination of Plan
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9 | |||
7.9 Interpretation and Implementation
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9 | |||
7.10 Administrative Committee
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10 | |||
7.11 Claims and Appeals
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10 | |||
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Signature
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STEELCASE INC. | |||||||||||||
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Attest:
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By: | /s/ John Hagenbush | By: | /s/ Nancy W. Hickey | |||||||||
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Its: John Hagenbush | Its: Nancy W. Hickey | |||||||||||
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Director,
Global Compensation
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Senior
Vice President
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Chief
Administrative Officer
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Page | ||||||||
Article 1 | Establishment and Purpose | 1 | ||||||
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1.1 | History of the Plan | 1 | |||||
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1.2 | This Document | 1 | |||||
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1.3 | Purpose | 1 | |||||
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1.4 | Status of Plan Under ERISA | 1 | |||||
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1.5 | Compliance with Section 409A | 1 | |||||
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Article 2 | Definitions | 1 | ||||||
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Article 3 | Eligibility | 6 | ||||||
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Article 4 | Deferral of Base Salary or Bonus | 7 | ||||||
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4.1 | Deferral Elections | 7 | |||||
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4.2 | Changes and Revocations in Elections | 7 | |||||
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Article 5 | Deferral Account | 7 | ||||||
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5.1 | Deferral Accounts | 7 | |||||
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5.2 | Debits/Credits to Deferral Accounts | 8 | |||||
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5.3 | Investment Media | 8 | |||||
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Article 6 | Payments | 9 | ||||||
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6.1 | Timing | 9 | |||||
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6.2 | Form for Payment | 9 | |||||
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6.3 | Payment Medium | 9 | |||||
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Article 7 | Miscellaneous | 10 | ||||||
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7.1 | No Trust | 10 | |||||
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7.2 | Funding Arrangements | 10 | |||||
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7.3 | Nonforfeitability | 11 | |||||
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7.4 | Spendthrift Provision | 11 | |||||
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7.5 | Successors, Etc. | 11 | |||||
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7.6 | Severabilitv | 11 | |||||
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7.7 | Governing Law | 11 | |||||
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7.8 | No Employment Rights | 11 | |||||
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7.9 | Number Construction | 12 | |||||
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7.10 | Amendment and Termination of Plan | 12 | |||||
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7.11 | Extension of Coverage | 12 | |||||
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7.12 | Interpretation and Implementation | 12 | |||||
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7.13 | Administrative Committee | 12 | |||||
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7.14 | Claims and Appeals | 13 | |||||
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7.15 | Other Benefits | 13 | |||||
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Signature
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Example: | Assume the Participant elected a five-year payout. An amount equal to the subaccount balance would be paid out as indicated below. |
Percentage of | ||||
Payment Date | Sub-Account Balance Paid | |||
First Payment Date
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20 | % | ||
Second Payment Date
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25 | % | ||
Third Payment Date
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33 1 / 3 | % | ||
Fourth Payment Date
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50 | % | ||
Fifth Payment Date
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100 | % |
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STEELCASE INC. | ||||||
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By: | /s/ Nancy W. Hickey | ||||
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Nancy W. Hickey | |||||
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Its: |
Senior Vice President
Chief Administrative Officer |
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STEELCASE INC. | |||||||||
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Dated:
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October 3, 2008 | By: | /s/ Nancy W. Hickey | |||||||
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Its: |
Senior Vice President
Chief Administrative Officer |
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(a) | Vesting on Change in Control . Upon the occurrence of a Change in Control, unless otherwise specifically prohibited under applicable laws, or by the rules and regulations of any governing governmental agencies or national securities exchanges: |
(i) | Any and all Options and SARs granted hereunder shall become immediately exercisable, and shall remain exercisable throughout their entire term; | ||
(ii) | Any restriction periods and restrictions imposed on Restricted Shares which are not performance-based shall lapse; |
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(iii) | The target payout opportunities attainable under all outstanding Awards of performance-based Restricted Stock, Performance Units, Performance Shares, and Cash-Based Awards and Share-Based Awards shall be deemed to have been fully earned for the entire Performance Period(s) as of the effective date of the Change in Control. The vesting of all Awards denominated in Shares shall be accelerated as of the effective date of the Change in Control, and there shall be paid out to Participants within thirty (30) days following the effective date of the Change in Control a pro rata number of shares based upon an assumed achievement of all relevant targeted performance goals and upon the length of time within the Performance Period which has elapsed prior to the Change in Control. Awards denominated in cash shall be paid pro rata to participants in cash within thirty (30) days following the effective date of the Change in Control, with the proration determined as a function of the length of time within the Performance Period which has elapsed prior to the Change in Control, and based on an assumed achievement of all relevant targeted performance goals; and | ||
(iv) | Notwithstanding anything to the contrary, if the Change in Control event does not constitute a change in ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company under Section 409A of the Code, and if the Company determines any Award constitutes deferred compensation subject to Section 409A of the Code, then the vesting of such Award shall be accelerated as of the effective date of the Change in Control in accordance with clauses (i), (ii) and (iii) above, but the Company shall pay such Award on its original payment date, but in no event more than 90 days following the original payment date. |
(b) | Cashout of Awards . Notwithstanding any other provision of the Plan, in the event of a Change in Control in which the consideration paid to the holders of Shares is solely cash, the Board may, in its discretion, provide that each Award shall, upon the occurrence of a Change in Control, be cancelled in exchange for a payment in an amount equal to (i) the excess of the consideration paid per Share in the Change in Control over the exercise or purchase price (if any) per Share subject to the Award multiplied by (ii) the number of Shares granted under the Award. |
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STEELCASE INC. | |||||||||
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Dated:
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October 3, 2008 | By: | /s/ Nancy W. Hickey | |||||||
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Its: | Senior Vice President | ||||||||
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Chief Administrative Officer |
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(a) | any Person (other than any Initial Holder or Permitted Transferee) (i) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Companys then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (i) of paragraph (c) below, and (ii) the combined voting power of the securities of the Company that are Beneficially Owned by such Person exceeds the combined voting power of the securities of the Company that are Beneficially Owned by all Initial Holders and Permitted Transferees at the time of such acquisition by such Person or at any time thereafter; or | ||
(b) | the following individuals cease for any reason to constitute a majority of the number of Directors then serving: individuals who, on the date hereof, constitute the Board and any new Director (other than a Director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of Directors of the Company) whose appointment or election by the Board or nomination for election by the Companys shareholders was approved or recommended by a vote of at least two-thirds (2/3) of the Directors then still in office who either were Directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or | ||
(c) | there is consummated a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with or involving any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereto), at least fifty-five percent (55%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person (other than an Initial Holder or Permitted Transferee) is or becomes the Beneficial Owner, |
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directly or indirectly, of securities of the Company (not including in the securities Beneficially Owned by such Person any securities acquired directly from the Company or its Affiliates) representing thirty percent (30%) or more of the combined voting power of the Companys then outstanding securities; or |
(d) | the shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Companys assets, other than a sale or disposition by the Company of all or substantially all of the Companys assets to an entity, at least fifty-five percent (55%) of the combined voting power of the voting securities of which are owned by shareholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. |
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STEELCASE INC. | |||||||||
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Dated:
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October 3, 2008 | By: | /s/ Nancy W. Hickey | |||||||
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Its: | Senior Vice President | ||||||||
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Chief Administrative Officer |
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(a) | 5-Year Benefit . The 5-Year Benefit shall be five annual payments, each equal to 70% of a Participants Final Average Earnings multiplied by the Participants vested percentage determined under Section 5.2 (Vested Percentage). | ||
(b) | 15-Year Benefit . The 15-Year Benefit shall be 15 annual payments, each equal to $50,000 multiplied by the Participants vested percentage determined under Section 5.2 (Vested Percentage). |
(a) | Normal Retirement . Upon Normal Retirement, the Participants 5-Year Benefit and 15-Year benefit payments shall both commence on the Participants Normal Retirement Date. | ||
(b) | Early Retirement . Upon Early Retirement, the Participants 5-Year Benefit and 15-Year Benefit shall both commence on his or her Normal Retirement Date; |
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provided, however, that the Participant, with the consent of the Committee, may elect payment of the portion of either his or her 5-Year Benefit, 15-Year Benefit, or both, that is treated as deferred prior to January 1, 2005, to begin at any other Payment Date prior to his or her Normal Retirement Date that is at least 12 months subsequent to his or her election. If early payment is elected as to either or both benefits, the amount of each annual payment under each benefit elected 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 had commenced on the Participants Normal Retirement Date. A Participants election of early commencement of benefit payments must be made in writing on a form provided by the Committee. | |||
The portion of a Participants 5-Year Benefit and 15-Year Benefit that is treated as deferred on or after January 1, 2005, shall commence on his or her Early Retirement Date, provided, however, that the Participant may make a one-time election to receive payment of either his or her 5-Year Benefit, 15-Year Benefit, or both, beginning at any other Payment Date not later than his or her Normal Retirement Date, that is at least 5 years subsequent to his or her Early Retirement Date. This election must be made at least 12 months prior to the Participants Early Retirement Date and will only be effective if the Participants Early Retirement Date is at least 5 years before his or her Normal Retirement Date. | |||
(c) | Total Disability . In the event of the Total Disability of a Participant before benefit payments commence under the Plan, the Participants 5-Year Benefit and 15-Year Benefit shall both commence on the Payment Date following the date the Participant incurred the Total Disability. The amount and duration of payments will be determined in accordance with the applicable early payment provision for Early Retirement under 6.2(b). | ||
(d) | Death . In the event of a Participants death before benefit payments commence under the Plan, benefit payments will be made to the Participants Surviving Spouse, or to any other Beneficiary designated by the Participant prior to death, commencing on the Payment Date following the date of the Participants death. If a Participant dies after benefit payments begin under the Plan, remaining benefit payments will continue to be made at the times and in the amounts in effect at the Participants death to the Participants 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. |
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(a) | Termination Before Retirement termination of the Participants employment with the Company before eligibility for Normal Retirement, Early Retirement or Total Disability benefits; | ||
(b) | Termination for Cause termination of the Participants employment with the Company for cause; | ||
(c) | No Surviving Spouse death of the Participant without a Surviving Spouse or death of the Participants Surviving Spouse following the Participants death; or | ||
(d) | Competition the Participant directly or indirectly engages in Competition at any time during his or her employment with the Company or during the three year period following his or her termination of employment with the Company, without prior approval of the Committee. |
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STEELCASE INC. | ||||||
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Dated: October 3, 2008
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By: | /s/ Nancy W. Hickey | ||||
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Its: | Senior Vice President | ||||
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Chief Administrative Officer |
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Executive: James Hackett
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Date of Deferral
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Agreement:
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February 16, 1996 | |
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Deferral Period:
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5 years (3/1/96-2/28/2001) | |
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Deferred Amounts:
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$50,000/year | |
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Annual Benefit Payments:
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$300,000, paid each March for 15 years beginning the March after Executive attains age 70, provided that he does attain age 70. | |
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Vesting Schedule:
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The vested percentage is determined by the number of whole years of employment following completion of the full deferral: |
Years of | ||
Vesting Services | Vested Percentage | |
Less than 1 | 65% | |
1 | 72% |
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Years of | ||
Vesting Services | Vested Percentage | |
2 | 79% | |
3 | 86% | |
4 | 93% | |
5 | 100% |
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100% vesting also occurs at the earlier of age 65 or when the rule of 80 is satisfied according to the Steelcase Benefits Booklet, or in the event of total and permanent disability. | |
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Death Prior to Attaining
Age 70: |
$192,000 per year from 15 years; starting March after death, if death occurs prior to age 60 or prior to complete deferral. $220,000 per year for 15 years; starting March after death, if death occurs during ages 60 through 64 and after complete deferral. $250,000 per year for 15 years; starting March after death, if death occurs during ages 65 through 69 and after complete deferral. |
STEELCASE INC. | ||||||
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Dated:
October 3, 2008
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By: | /s/ Nancy W. Hickey | ||||
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Its: | Senior Vice President | ||||
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Chief Administrative Officer | |||||
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Agreed and Accepted:
|
||||||
|
||||||
/s/
James Hackett
|
||||||
James Hackett
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Title: | President and Chief Executive Officer |
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Title: | Vice President, Chief Financial Officer |
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Title: | President and Chief Executive Officer |
Title: | Vice President, Chief Financial Officer |
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