1 EXHIBIT 1.1 HERMAN MILLER, INC. FORM OF UNDERWRITING AGREEMENT STANDARD PROVISIONS (DEBT SECURITIES)Miller Herman Inc • May 5th, 2000 • Office furniture • New York
FIRST AMENDMENT Dated as of February 11, 1999 toNote Purchase Agreement • August 17th, 1999 • Miller Herman Inc • Office furniture • Illinois
amongCredit Agreement • August 17th, 1999 • Miller Herman Inc • Office furniture • Michigan
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 13, 2016 among HERMAN MILLER, INC., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and JPMORGAN CHASE...Credit Agreement • September 16th, 2016 • Miller Herman Inc • Office furniture • New York
This Fourth Amended and Restated Credit Agreement (this “Agreement”), dated as of September 13, 2016, is among Herman Miller, Inc., the Subsidiary Borrowers party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent.
CREDIT AGREEMENT dated as of July 19, 2021 among HERMAN MILLER, INC., as the Borrower, THE LENDERS PARTY HERETO, GOLDMAN SACHS BANK USA and WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agents, and GOLDMAN SACHS BANK USA as Collateral AgentCredit Agreement • July 20th, 2021 • Herman Miller Inc • Office furniture • Delaware
CREDIT AGREEMENT, dated as of July 19, 2021, among Herman Miller, Inc., a Michigan corporation (the “Borrower”), Goldman Sachs Bank USA, as administrative agent for the Term B Facility (as defined below) (in such capacity, the “Term Administrative Agent”) and as Collateral Agent (as defined below), Wells Fargo Bank, National Association, as administrative agent for the Term A Facility and the Revolving Facility (each as defined below) (in such capacity, the “PR Administrative Agent” and, together with the Term Administrative Agent, each an “Administrative Agent” and collectively, the “Administrative Agents”) and as Swingline Lender (as defined below), and each Issuing Bank and Lender (each as defined below) party hereto from time to time.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 18, 2011, among HERMAN MILLER, INC., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • January 9th, 2013 • Miller Herman Inc • Office furniture • New York
PUBLISHED DEAL CUSIP #427430AL7 FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 28, 2019 among HERMAN MILLER, INC., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as...Credit Agreement • August 29th, 2019 • Miller Herman Inc • Office furniture
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 21, 2014 among HERMAN MILLER, INC., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and JPMORGAN CHASE BANK,...Credit Agreement • July 22nd, 2014 • Miller Herman Inc • Office furniture • New York
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of July 21, 2014, is among Herman Miller, Inc., the Subsidiary Borrowers party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent.
Fixed Dollar Collared Accelerated Share Repurchase TransactionMiller Herman Inc • January 4th, 2008 • Office furniture
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Transaction entered into between Morgan Stanley & Co. Incorporated (“MSCO”) and Herman Miller, Inc. (the “Issuer”) on the Trade Date specified below (the “Transaction”). This confirmation constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 22nd, 2021 • Herman Miller Inc • Office furniture • Delaware
STOCK PURCHASE AGREEMENT, dated as of April 19, 2021 (this “Agreement”), by and between Herman Miller, Inc., a Michigan corporation (the “Purchaser”), Furniture Investments Acquisitions S.C.S., a common limited partnership (société en commandite simple) (the “Seller” and, together with the Purchaser, the “Parties” and each a “Party”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 22nd, 2021 • Herman Miller Inc • Office furniture • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of April 19, 2021, by and among Herman Miller, Inc., a Michigan corporation (“Parent”), and Furniture Investments Acquisitions S.C.S., a common limited partnership (société en commandite simple) (the “Stockholder”).
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 18, 2011, among HERMAN MILLER, INC., THE SUBSIDIARY BORROWERS PARTY HERETO, THE LENDERS PARTY HERETO, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative AgentCredit Agreement • November 18th, 2011 • Miller Herman Inc • Office furniture • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”), dated as of November 18, 2011, is among Herman Miller, Inc., the Subsidiary Borrowers party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent.
HERMAN MILLER, INC. 2011 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • April 7th, 2020 • Herman Miller Inc • Office furniture
This certifies that Herman Miller, Inc. (the "Company") has on [insert date/month/year] (the "Award Date"), granted to [insert employee’s first and last name] (the "Participant") an award (the "Award") of [insert shares granted] restricted stock units (the "Restricted Stock Units") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this agreement (the "Award Agreement"). A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan shall govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein shall have the meaning set forth in the Plan.
EXECUTIVE’S NAME) CHANGE IN CONTROL AGREEMENTChange in Control Agreement • August 1st, 2017 • Miller Herman Inc • Office furniture • Michigan
THIS AGREEMENT is entered into as of _____________, 20__, by and between Herman Miller, Inc., a Michigan corporation, and James E. Christenson (the “Executive”).
Private Shelf AgreementPrivate Shelf Agreement • January 6th, 2011 • Miller Herman Inc • Office furniture • Illinois
Table of Contents Section Heading Page Section 1. Authorization of Notes 1 Section 1.1. Authorization of Issue of Notes 1 Section 1.2. Additional Interest 1 Section 2. Sale and Purchase of Notes 2 Section 3. Closing 5 Section 3.1. Facility Closings 5 Section 3.1. Rescheduled Facility Closings 6 Section 4. Conditions to Closing 6 Section 4.1. Representations and Warranties 6 Section 4.2. Performance; No Default 6 Section 4.3. Compliance Certificates 7 Section 4.4. Opinions of Counsel 7 Section 4.5. Purchase Permitted By Applicable Law, Etc 7 Section 4.6. Payment of Fees 7 Section 4.7. Private Placement Number 8 Section 4.8. Changes in Corporate Structure 8 Section 4.9. Material Adverse Change 8 Section 4.10. Subsidiary Guaranties; Confirmation of Subsidiary Guarantees 8 Section 4.11. Proceedings and Documents 8 Section 5. Representations and Warranties of the Company 8 Section 5.1. Organization; Power and Authority 8 Section 5.2. Authorization, Etc 9 Section 5.3. Disclosure 9 Section 5.
HERMAN MILLER, INC. 2011 LONG-TERM INCENTIVE PLAN HMVA PERFORMANCE SHARE UNIT AWARD AGREEMENTHmva Performance Share Unit Award Agreement • January 9th, 2019 • Miller Herman Inc • Office furniture
This certifies that Herman Miller, Inc. (the “Company”) has on August 22, 2018 (the “Award Date”), granted to Andrea Owen (the “Participant”) an award (the “Award”) of 16,383 target Performance Share Units (the “Target Performance Share Units”) pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the “Plan”) and subject to the terms set forth in this Award Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.
HERMAN MILLER, INC. LONG-TERM INCENTIVE PLAN STOCK OPTION AGREEMENTTerm Incentive Plan Stock Option Agreement • July 24th, 2008 • Miller Herman Inc • Office furniture
OPTION AGREEMENT made this DAY of MONTH, YEAR, between HERMAN MILLER, INC. (the “Company”) and NAME, an employee of the Company or one of its subsidiaries (the “Employee”), pursuant to the Herman Miller, Inc. Long-Term Incentive Plan (the “Plan”).
ContractRestricted Stock Agreement • July 26th, 2022 • Millerknoll, Inc. • Office furniture • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 26th, 2022 • Millerknoll, Inc. • Office furniture • Michigan
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is executed effective as of ______________, 20__ (the “Effective Date”), by and between MILLERKNOLL, INC., a Michigan corporation (the “Company”), and ______________ (“Indemnitee”).
INDEMNITY AGREEMENT [FORM FOR DIRECTORS]Indemnity Agreement • September 28th, 2007 • Miller Herman Inc • Office furniture • Michigan
THIS AGREEMENT is made and entered into this day of July, 2002 (“Agreement”), by and between HERMAN MILLER, INC., a Michigan corporation (“Company”), and _______________________________ (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 8th, 2014 • Miller Herman Inc • Office furniture • Delaware
THIS EMPLOYMENT AGREEMENT (the "Agreement"), by and between Design Within Reach, Inc., a Delaware corporation (the "Company") and John McPhee (the "Executive"), is entered into effective as of July 28, 2014 (the "Effective Date").
HERMAN MILLER, INC. 2011 LONG-TERM INCENTIVE PLAN TSR PERFORMANCE SHARE UNIT AWARD AGREEMENTTSR Performance Share Unit Award Agreement • January 9th, 2019 • Miller Herman Inc • Office furniture
This certifies that Herman Miller, Inc. (the “Company”) has on August 22, 2018 (the “Award Date”), granted to Andrea Owen (the “Participant”) an award (the “Award”) of 12,164 target Performance Share Units (the “Target Performance Share Units”) pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the “Plan”) and subject to the terms set forth in this Award Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Award Agreement by reference, and in the event of any conflict between the terms of the Plan and this Award Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.
HERMAN MILLER, INC. LONG-TERM INCENTIVE PLAN STOCK OPTION AGREEMENTTerm Incentive Plan • January 9th, 2019 • Miller Herman Inc • Office furniture
This certifies that Herman Miller, Inc. (the "Company") has on %%OPTION_DATE,'Month DD, YYYY'%-% (the "Award Date"), granted to %%FIRST_NAME%-% %%LAST_NAME%-% (the "Participant") an award (the "Award") of an option to purchase %%TOTAL_SHARES_GRANTED,'999,999,999'%-% shares of the Company's common stock, par value $.20 per share (the "Option Shares") pursuant to and under the Herman Miller, Inc. 2011 Long-Term Incentive Plan (the "Plan") and subject to the terms set forth in this Option Agreement. A copy of the Plan Prospectus has been delivered to Participant, and a copy of the Plan is available from the Company on request. The Plan is incorporated into this Option Agreement by reference, and in the event of any conflict between the terms of the Plan and this Option Agreement, the terms of the Plan will govern; provided, however, that definitions under this Award Agreement shall govern. Any capitalized terms not defined herein will have the meaning set forth in the Plan.
CHANGE IN CONTROL AGREEMENT FOR MICHAEL A. VOLKEMA CHANGE IN CONTROL AGREEMENT FOR MICHAEL A. VOLKEMA SEVERANCE AGREEMENTChange in Control Agreement • August 21st, 2001 • Miller Herman Inc • Office furniture • Michigan
THIS AGREEMENT is entered into as of March 30, 2001, by and between Herman Miller, Inc., a Michigan corporation, and Michael A. Volkema (the “Executive”).
August 7, 2020 Gregory Bylsma Dear Greg,Herman Miller Inc • October 5th, 2020 • Office furniture
First, I want to thank you for your long and valued service to Herman Miller Inc. (“HMI” or the “Company”) and your willingness to work through such an important transition.
Execution Version August 28, 2019 Herman Miller, Inc. 855 East Main Avenue Zeeland, Michigan 49464 Re: Amendment No. 2 to Private Shelf Agreement Ladies and Gentlemen: Reference is made to that certain Private Shelf Agreement dated as of December 14,...Miller Herman Inc • August 29th, 2019 • Office furniture • Illinois
Execution version The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location. Our ref. 315314-JAS STRICTLY CONFIDENTIAL SHARE PURCHASE AGREEMENT Kolding...Miller Herman Inc • October 8th, 2019 • Office furniture
Re: Closing Agreement re Stock Purchase AgreementHerman Miller • July 31st, 2014 • Miller Herman Inc • Office furniture
Reference is hereby made to that certain Stock Purchase Agreement, dated as of July 17, 2014 (the “Purchase Agreement”), by and among Herman Miller, Inc., a Michigan corporation (“Buyer”), Design within Reach, a Delaware corporation (the “Company”), the stockholders of the Company listed on Annex I thereto (collectively, the “Sellers”) and Glenhill Capital Advisors LLC, in its capacity as the Seller Representative thereunder (the “Seller Representative”). Capitalized terms used but not otherwise defined in this letter agreement (this “Closing Agreement”) shall have the meanings ascribed to such terms in the Purchase Agreement.
July 16, 2013 Ken GoodsonMiller Herman Inc • October 9th, 2013 • Office furniture
Share Purchase AgreementShare Purchase Agreement • July 31st, 2018 • Miller Herman Inc • Office furniture
STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • October 8th, 2014 • Miller Herman Inc • Office furniture • Delaware
THIS STOCKHOLDERS’ AGREEMENT (this “Agreement”) is made and entered into effective as of the 28th day of July, 2014 (the “Effective Date”) by and HM Springboard, Inc., a Delaware corporation (the “Company”), Herman Miller, Inc., a Delaware corporation (“Herman Miller”), John Edelman, an adult resident of the State of Connecticut (“Edelman”) and John McPhee, an adult resident of the State of Connecticut (“McPhee”). Capitalized terms not defined above are defined in Section 1 of this Agreement.
Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT JANUARY 10, 2023 This Amendment No. 2 to Credit Agreement (this “Amendment”) amends that certain Credit Agreement, dated as of July 19, 2021 (as amended, amended and restated, supplemented or...Credit Agreement • April 12th, 2023 • Millerknoll, Inc. • Office furniture • New York
ContractMillerknoll, Inc. • October 11th, 2023 • Office furniture • Michigan
CONTRIBUTION AND ROLLOVER AGREEMENT BY AND AMONG HM SPRINGBOARD, INC., JOHN EDELMAN, JOHN MCPHEE, AND HERMAN MILLER, INC. ___________________________Contribution and Rollover Agreement • July 31st, 2014 • Miller Herman Inc • Office furniture • Delaware
This CONTRIBUTION AND ROLLOVER AGREEMENT (this “Agreement”) is entered into as of July 17, 2014, by and among HM Springboard, Inc., a Delaware corporation (the “Company”), John Edelman and John McPhee (each such individual, an Executive” and collectively, the “Executives”) and Herman Miller, Inc., a Michigan corporation (“HM”). Each Executive, the Company and HM are sometimes referred to herein as a “Party” and collectively as the “Parties”.
ContractMillerknoll, Inc. • July 26th, 2022 • Office furniture
