EXHIBIT 10.28
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
<< >>
CONFIDENTIAL TO: << >>
In the Board of Directors meeting on << >>, the Board granted to you a
non-qualified stock option under the Steelcase Inc. Incentive Compensation Plan.
This Agreement provides additional information regarding your rights under the
Plan. If there is any inconsistency between this Agreement and the Plan, the
Plan shall control. Capitalized terms used in this Agreement are defined in the
Plan.
OVERVIEW OF YOUR AWARD
1. NUMBER OF SHARES SUBJECT TO OPTION GRANTED UNDER THIS AWARD: << >>
2. TYPE OF AWARD: Non-qualified stock option as authorized under Article
6.2 of the Plan.
3. DATE OF GRANT: << >>
4. PER SHARE EXERCISE PRICE: << >>
5. VESTING OF AWARDS: Subject to the terms of the 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 SERVICE FROM THE BOARD:
a. By death or disability: In the event of your 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 fifth anniversary of the date of death
or of the onset of disability. Disability shall be determined
by the Committee. By other reason: In the event of your
leaving the Board for any other reason (except as noted in 8
below), you will be treated as continuing your service as a
Member of the Board for purposes of vesting in your Award.
Vested Awards must be exercised no later than the fifth
anniversary of your leaving the Board. In no event may the
Award be exercised after its Expiration Date.
8. FORFEITURE OF AWARDS.
a. All unexercised vested and unvested Awards will be forfeited
if you are terminated from the Board for gross misconduct.
b. If you engage in any "competition" with the Company: (i) you
will forfeit any unexercised Awards, and (ii) you must return
to the Company the excess of the market value of shares at
exercise over the exercise price of any Awards exercised at
any time following the date that is 12 months prior to the
date you engage in competition as determined by the Board of
Directors in their discretion.
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 service on the Board of Directors of the
Company or during the three (3) year period following leaving
the Board of Directors, without prior approval of the
competitive activity by the Board of Directors. 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 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. For the purposes of this provision, it is
expressly understood that serving on the Board of Directors
(or a similar position) of an entity engaged in competitive
activity shall be considered "competition."
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 from the Board.)
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. TRANSFER. THIS AWARD IS TRANSFERABLE BY YOU, DURING YOUR LIFETIME, ONLY
TO (A) YOUR SPOUSE, children or grandchildren (your "Immediate Family
Members"), (b) a trust established for the principal benefit of your
Immediate Family Members, (c) a partnership in which your Immediate
Family Members are the only partners, or (d) a limited liability
company (that is taxed as a partnership for Federal Income Tax
purposes) and whose members are your Immediate Family members. You may
not receive consideration for such transfer and any subsequent
transfers must be approved by the Company. You must notify the Company
of any transfers. A transfer of this Award to any person not previously
described shall be void. Following transfer, this Award shall continue
to be subject to the same terms and conditions as were applicable
immediately before the transfer. If you have not transferred the Awards
during your life, in the event of death, your rights transfer to your
designated beneficiaries (as specified in a completed beneficiary
designation form on file with the Company) or, if none, to your estate.
12. TAXES. Whenever you exercise this Award, there will be taxable income.
The Company will provide the required tax reporting to you and the IRS.
You should consult your tax advisor to determine if estimated tax
payments are necessary.
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 << >>,
Manager, Compensation, at << >>.
Sincerely,
Xxxxx X. Xxxxxxx
President and CEO
Please acknowledge your agreement to participate in the 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 by << >>
to:
Steelcase Inc.
PO Box 1967
Grand Rapids, MI 49501-1967
AGREEMENT TO PARTICIPATE
By signing a copy of this Agreement and returning it I acknowledge that I have
read the Plan, and that I fully understand all of my rights under the Plan, as
well as all of the terms and conditions which may limit my eligibility to
exercise this Award.
Date:__________________ Participant:_________________________________
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SSN: << >>
