EXHIBIT 10.32
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
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CONFIDENTIAL TO: << >>
As a key employee, you have been granted an Award of non-qualified stock option
under the UK Sub-Plan of the Steelcase Inc. Incentive Compensation Plan (the "UK
Sub-Plan") in recognition of your contributions.
This Agreement provides additional information regarding your rights under the
UK Sub-Plan. A copy of the UK Sub-Plan has already been provided to you. If
there is any inconsistency between this Agreement and the UK Sub-Plan, the UK
Sub-Plan shall prevail. Capitalized terms used in this Agreement are defined in
the UK Sub-Plan.
OVERVIEW OF YOUR AWARD
1. NUMBER OF SHARES SUBJECT TO OPTION GRANTED UNDER THIS AWARD: << >>
2. TYPE OF AWARD: Non-qualified stock option granted under the UK
Sub-Plan.
3. DATE OF GRANT: << >>
4. PER SHARE EXERCISE PRICE: << >>
5. VESTING OF AWARDS: Subject to the terms of the UK Sub-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 first anniversary
of the date of death, or the fifth anniversary 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. Unexercised Awards shall be forfeited in the event the
Participant directly or indirectly engages in Competition with
Steelcase. 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 UK Sub-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. TAXATION. There will be no income tax due on the exercise of the Option
where, in addition to complying with the rules of the Approved Scheme,
an exercise takes place:
- While the Approved Scheme remains approved by the Inland
Revenue;
- not earlier than three nor later than 10 years after the
Option was granted; and
- not earlier than three years following the last previous
exercise by the Option Holder of an option obtained under this
or any other share option scheme of the Company (except a
savings related share option scheme) approved by the Inland
Revenue which enjoyed relief from income tax.
12. WITHHOLDING. As a condition of exercising 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:
<< >>, International Human Resources TEL << >>,
Sincerely,
Xxxxx X. Xxxxxxx
CEO and President
Please acknowledge your agreement to participate in the UK Sub-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 in the
enclosed envelope to << >>, International Human Resources by << >>.
AGREEMENT TO PARTICIPATE IN THE UK SUB-PLAN OF THE STEELCASE INC.
INCENTIVE COMPENSATION PLAN
By signing a copy of this Agreement and returning it I acknowledge that I have
read the UK Sub-Plan, and that I fully understand all of my rights under the UK
Sub-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 UK Sub-Plan,
my right to exercise this Award is conditioned upon my continued employment with
the Company.
By signing a copy of this agreement, I, acknowledge and agree that certain
personal data and/or information (including but not limited to my name, address,
employer, country of residence, and salary) regarding any stock option xxxxx
made in my name and/or any shares that I purchase under the UK Sub-Plan of the
Steelcase Inc. Incentive Compensation Plan (the UK Sub-Plan) will be transmitted
and communicated by my employer outside the country of my employment or
residence in order that Steelcase Inc. may administer and effectuate the UK
Sub-Plan. I hereby provide my consent to the transfer of any such relevant data
and/or information and waive my privacy rights or claims that I may have with
respect thereto.
"Pursuant to the Data Processing, Data Files and Individual Liberties Law, the
answer to these questions is not mandatory, and you benefit from a right of
access and rectification to the data relating to you by asking Steelcase Inc.
This data may be transferred to Steelcase Inc."
Participant:________________________________ Date:________________________
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Participant ID: << >>
