def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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þ Definitive Proxy Statement |
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o Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Steelcase Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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þ No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
NOTICE OF ANNUAL MEETING
The Board of Directors of Steelcase Inc. cordially invites
all shareholders to attend the Companys 2010 Annual
Meeting of Shareholders as follows:
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Date:
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June 24, 2010
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Time:
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11:00 a.m. Eastern Daylight Time
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Location:
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Steelcase Global Headquarters
901 44th Street SE
Grand Rapids, Michigan 49508
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The Annual Meeting is being held to allow you to vote on the
following proposals and any other matter properly brought before
the shareholders:
Proposal 1:
Election of four directors nominated to a three-year term on the
Board of Directors:
Connie K. Duckworth
James P. Hackett
David W. Joos
P. Craig Welch, Jr.
Proposal 2:
Approval of the Steelcase Inc. Incentive Compensation Plan
If you were a shareholder of record as of the close of business
on April 26, 2010, you are eligible to vote. You may either
vote at the meeting or by proxy, which allows your shares to be
voted at the meeting even if you are not able to attend. If you
choose to vote by proxy:
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Please carefully review the enclosed proxy statement and proxy
card.
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Select your preferred method of voting, including by telephone,
Internet or signing and mailing the proxy card.
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You can withdraw your proxy and vote your shares at the meeting
if you decide to do so.
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Every vote is important, and you are urged to vote your shares
as soon as possible.
We look forward to seeing you at the meeting.
By Order of the Board of Directors,
Lizbeth S. OShaughnessy
Vice President, Chief Legal Officer and Secretary
Grand Rapids, Michigan
May 12, 2010
W
steelcase.com P
616.247.2710 HQ
901 44th Street S.E.
Grand Rapids, MI 49508
PROXY
STATEMENT
TABLE OF
CONTENTS
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A-1
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QUESTIONS AND
ANSWERS
What am I
voting on?
You are being asked to vote on the following matters and any
other business properly coming before the 2010 Annual Meeting of
Shareholders, which we refer to in this proxy statement as the
Meeting:
Proposal 1: Election of four directors nominated
to a three-year term on the Board of Directors
Proposal 2: Approval of the Steelcase Inc.
Incentive Compensation Plan
How does the
Board of Directors recommend I vote?
The Board of Directors recommends that you vote FOR each of the
nominees for director listed in Proposal 1 and FOR
Proposal 2.
Why am I being
asked to approve the Steelcase Inc. Incentive Compensation
Plan?
You are being asked to approve the Steelcase Inc. Incentive
Compensation Plan, as amended and restated, because we are
seeking to increase the maximum size of several types of
individual awards that can be granted under the plan. We have
recently made a shift in our compensation strategy to increase
the percentage of compensation awarded to our executive officers
in the form of long-term equity incentive awards and reduce the
percentage of their compensation awarded in the form of
cash-based incentive awards, in order to better align with the
interests of our shareholders. In connection with this change in
strategy, we are seeking approval to increase the maximum size
of individual awards under the Incentive Compensation Plan.
Who is
entitled to vote?
Shareholders of record of Class A Common Stock or
Class B Common Stock at the close of business on
April 26, 2010 (the Record Date) may vote at
the Meeting.
How many
shares were outstanding on the Record Date?
At the close of business on April 26, 2010, there were
83,899,442 shares of Class A Common Stock and
49,075,054 shares of Class B Common Stock outstanding.
How many votes
do I have?
Each shareholder has one vote per share of Class A Common
Stock and ten votes per share of Class B Common Stock owned
of record at the close of business on April 26, 2010.
How do I
vote?
If you are a registered shareholder (that is, you hold your
Steelcase stock directly in your name), you may vote by
telephone, Internet or mail or by attending the Meeting and
voting in person.
To vote by telephone or Internet: Please
follow the instructions on the proxy card. The deadline for
voting by telephone or Internet is 11:59 p.m. Eastern
Daylight Time on June 23, 2010.
To vote by mail: Please complete, sign and
date the accompanying proxy card and return it in the enclosed
postage-paid envelope. Only cards received and processed before
11:00 a.m. Eastern Daylight Time on June 24, 2010 will
be voted.
If you hold your stock in street name (that is, your
shares are registered in the name of a bank, broker or other
nominee, which we will collectively refer to as your
broker), you must vote your shares in the manner
required by your broker.
1
Whether you vote by telephone, Internet or mail, you may specify
whether your shares should be voted for all, some or none of the
nominees for director.
If you do not specify a choice and you use the enclosed proxy
card, your shares will be voted FOR the election of each of the
nominees for director listed under
Proposal 1Election of Directors and FOR
Proposal 2.
If you do not specify a choice and you use a ballot card
supplied by your broker, the rules of the New York Stock
Exchange, or NYSE, provide that your broker may not vote your
shares on either proposal. For more information on the NYSE
rules about broker voting, please see Voting under
Supplemental Information.
What should I
do if I received more than one proxy card?
If you received more than one proxy card, it is likely that your
shares are registered differently or are in more than one
account. You should sign and return all proxy cards to ensure
all of your shares are voted.
How will
voting on any other business be conducted?
For any other matter that properly comes before the Meeting,
your shares will be voted in the discretion of the proxy
holders. As of April 26, 2010, we do not know of any other
matter to be considered at the Meeting.
Can I revoke
my proxy?
If you appoint a proxy, you may revoke it at any time before it
is exercised by notifying our corporate secretary in writing, by
delivering a later-dated proxy to our corporate secretary or by
attending the Meeting and voting in person.
Who can attend
the Meeting?
Shareholders of record of Class A Common Stock or
Class B Common Stock can attend the Meeting.
May I listen
to the Meeting if I cannot attend?
You may listen to a live webcast of the Meeting on the Internet.
Instructions for listening to the webcast will be available on
the Events & Presentations page of the
Investor Relations section of our website, located under
Company at www.steelcase.com, approximately
one week before the Meeting. An audio replay of the Meeting will
be available on our website shortly after the conclusion of the
Meeting and for 90 days thereafter.
Why
didnt I receive printed copies of this proxy statement and
the annual report?
To demonstrate our commitment to sustainability by reducing the
amount of paper, ink and other resources consumed in printing
and mailing our annual report and proxy statement, and to reduce
the costs to our company, we follow a process for the
distribution of our proxy materials called notice and
access. Notice and access allows us to send you a brief
written notice, called a Notice of Internet Availability
of Proxy Materials which lists the address of a website
where you can view, print or request printed copies of our proxy
materials and an email address and toll-free telephone number
that you can use to request printed copies of our proxy
materials. If you wish to elect to receive printed copies of our
proxy materials each year, you can make a permanent request.
2
What if I have
the same address as another shareholder?
We send a single copy of our Notice of Internet Availability of
Proxy Materials to any household at which two or more
shareholders reside if they appear to be members of the same
family. This practice is known as householding and
helps reduce our printing and postage costs. Any shareholder
residing at the same address as another shareholder who wishes
to receive a single document or separate documents should call
1-800-542-1061
or write to Broadridge Financial Solutions, Householding
Department, 51 Mercedes Way, Edgewood, New York 11717, and we
will deliver the requested documents promptly.
When and how
are shareholder proposals for next years Annual Meeting to
be submitted?
We must receive any shareholder proposals to be included in our
proxy statement for the 2011 Annual Meeting of Shareholders by
January 12, 2011. Shareholder proposals to be presented
from the floor of the 2011 Annual Meeting must be received no
earlier than March 26, 2011 and no later than
April 15, 2011. All shareholder proposals must be sent in
the manner and meet the requirements specified in our by-laws.
3
PROPOSAL 1ELECTION
OF DIRECTORS
Our Board of Directors currently has eleven members and is
divided into three classes serving staggered three-year terms.
There are four nominees for election this year. Each is
currently a member of our Board and is nominated to serve as a
Class III director for a term that will expire at the 2013
Annual Meeting. The Board of Directors recommends that you vote
FOR each of the nominees.
Nominees for
Election as Class III Directors for the Term Expiring in
2013:
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Connie K. Duckworth
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Director since 2010
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Ms. Duckworth has been President and Chief Executive Officer of
ARZU, Inc., since 2003. Ms. Duckworth also serves as a member
of the Board of Trustees of The Northwestern Mutual Life
Insurance Company and the Board of Directors of Russell
Investment Group and Smurfit-Stone Container Corporation. Age
55.
Ms. Duckworths experience as a former managing director of
Goldman Sachs, serving on other public company boards of
directors and as a non-profit entrepreneur led the Board of
Directors to recommend that she should serve as a director.
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James P. Hackett
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Director since 1994
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Mr. Hackett has been President and Chief Executive Officer of
Steelcase since 1994. Mr. Hackett also serves as a member of
the Board of Trustees of The Northwestern Mutual Life Insurance
Company and the Board of Directors of Fifth Third Bancorp. Age
55.
Mr. Hacketts role as our CEO and his experience as an
employee of our company for 29 years led the Board of
Directors to recommend that he should serve as a director.
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David W. Joos
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Director since 2001
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Mr. Joos has been President and Chief Executive Officer of CMS
Energy Corporation, an energy company, and Chief Executive
Officer of its primary electric utility, Consumers Energy
Company, since 2004. Mr. Joos serves on the Board of Directors
of CMS Energy Corporation and Consumers Energy Company. Age 57.
Mr. Joos experience as CEO of a public company and his
leadership and analytical skills led the Board of Directors to
recommend that he should serve as a director.
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P. Craig Welch, Jr.
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Director since 1979
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Mr. Welch, Jr. has been Manager and a member of Honzo Fund LLC,
an investment/venture capital firm, since 1999. From 1967 to
1987, Mr. Welch, Jr. held various positions at Steelcase,
including Director of Information Services and Director of
Production Inventory Control. Age 65.
Mr. Welchs experience with our company, having served as a
director for more than 30 years and as an employee for
20 years, and his understanding of the long-term interests
of our company and its shareholders, led the Board of Directors
to recommend that he should serve as a director.
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Class I Directors Continuing in Office for the Term Expiring
in 2011:
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Earl D. Holton
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Director since 1998
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Mr. Holton held various management positions at Meijer, Inc., a
Grand Rapids, Michigan-based operator of retail food and general
merchandise stores, including Vice Chairman from 1999, until his
retirement in 2004. Age 76.
Mr. Holtons experience in senior management of a large
privately-held company and his leadership skills led the Board
of Directors to recommend that he should serve as a director.
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Peter M. Wege II
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Director since 1979
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Mr. Wege II has been Chairman of the Board of Directors of
Contract Pharmaceuticals Ltd., a manufacturer and distributor of
prescription and over-the-counter pharmaceuticals, since 2000.
From 1981 to 1989, he held various positions at Steelcase,
including President of Steelcase Canada Ltd. Age 61.
Mr. Weges experience with our company, having served as a
director for more than 30 years and as an employee, and his
understanding of the long-term interests of our company and its
shareholders, led the Board of Directors to recommend that he
should serve as a director.
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Kate Pew Wolters
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Director since 2001
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Ms. Wolters has been engaged in philanthropic activities since
1996. She is currently President of the Kate and Richard Wolters
Foundation and is a community volunteer and advisor. She also
serves as Chair of the Board of Trustees of the Steelcase
Foundation. Age 52.
Ms. Wolters experience in philanthropic activities and
community involvement, and her understanding of the long-term
interests of our company and its shareholders, led the Board of
Directors to recommend that she should serve as a director.
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Class II Directors Continuing in office for the Term
Expiring in 2012:
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William P. Crawford
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Director since 1979
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Mr. Crawford held various positions at Steelcase from 1965 until
his retirement in 2000, including President and Chief Executive
Officer of the Steelcase Design Partnership. Mr. Crawford is
also a director of Fifth Third Banka Michigan banking
corporation. Age 67.
Mr. Crawfords experience with our company, having served
as a director for more than 30 years and as an employee for
35 years, and his understanding of the long-term interests
of our company and its shareholders, led the Board of Directors
to recommend that he should serve as a director.
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5
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Elizabeth Valk Long
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Director since 2001
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Ms. Long held various management positions, including Executive
Vice President, at Time Inc., a magazine publisher, until her
retirement in 2001. Ms. Long also serves on the Board of
Directors of Belk, Inc. and The J.M. Smucker Company. Age 60.
Ms. Longs marketing expertise and her experience in senior
management of a global public company led the Board of Directors
to recommend that she should serve as a director.
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Robert C. Pew III
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Director since 1987
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Mr. Pew III has been a private investor since 2004. From
1974 to 1984 and from 1988 to 1994, Mr. Pew III held
various positions at Steelcase, including President, Steelcase
North America and Executive Vice President, Operations. Mr.
Pew III has served as Chair of our Board of Directors since
June 2003. Age 59.
Mr. Pews experience with our company, having served as a
director for more than 20 years and as an employee for more
than 15 years, and his understanding of the long-term
interests of our company and its shareholders, led the Board of
Directors to recommend that he should serve as a director.
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Cathy D. Ross
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Director since 2006
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Ms. Ross has been Senior Vice President and Chief Financial
Officer of Federal Express Corporation, an express
transportation company and subsidiary of FedEx Corporation,
since 2004. Age 52.
Ms. Ross financial expertise and her experience in senior
management of a global public company led the Board of Directors
to recommend that she should serve as a director.
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Related
Directors
Robert C. Pew III and Kate Pew Wolters are brother and
sister and are first cousins to William P. Crawford and P. Craig
Welch, Jr., and Mr. Crawford and
Mr. Welch, Jr. are first cousins to each other.
Chairman
Emeritus
Our Board has designated our former director Robert C.
Pew II as Chairman Emeritus. As Chairman Emeritus,
Mr. Pew II receives Board meeting materials and is
invited to attend Board and committee meetings, but he does not
have any right to vote as a director and does not receive any
retainer or other meeting fees.
6
RELATED PERSON
TRANSACTIONS
Fiscal Year 2010
Transactions
The following transactions occurred during fiscal year 2010
between our company and our directors, executive officers or
owners of more than 5% of our voting securities:
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We purchased approximately $655,000 in products
and/or
services from A&K Finishing, Inc. during fiscal year 2010.
Robert W. Corl is a greater than 10% owner of A&K
Finishing, Inc. and is a
brother-in-law
of P. Craig Welch, Jr., one of our directors and a
beneficial owner of more than 5% of our Class A Common
Stock and Class B Common Stock.
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We paid approximately $411,000 in fees to Fifth Third Bancorp
and its subsidiaries (Fifth Third) for cash
management services, letters of credit, loan commitments under
our global bank facility and investment management services
related to corporate and retirement plan investments. Fifth
Third is a record holder of more than 5% of our Class A
Common Stock and Class B Common Stock. In addition, our
President and Chief Executive Officer, James P. Hackett, is a
director of Fifth Third Bancorp, and director William P.
Crawford is a director of Fifth Third Banka Michigan
banking corporation, but neither Mr. Hackett nor
Mr. Crawford is considered to have a direct or indirect
material interest in our transactions with Fifth Third.
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We sold products and related services for approximately
$1.1 million to Fifth Third. The sales were made in the
ordinary course of business at prevailing prices not more
favorable to Fifth Third than those available to other customers
for similar purchases.
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We advanced $313,000 to Workstage LLC, a joint venture in which
we had a minority ownership interest, during fiscal year 2010
which was used by Workstage LLC to repay indebtedness owed
to Fifth Third. We also provided a $270,000 guaranty to Fifth
Third during fiscal year 2010 with regard to a letter of credit
issued by Fifth Third on behalf of Workstage LLC.
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We employed Jennifer C. Niemann as a vice president of Steelcase
Inc., a non-executive officer position, and paid her related
compensation. For fiscal year 2010, Ms. Niemann earned
$255,941 in total compensation, which included her base salary,
the grant date fair value of restricted units granted during the
year, earnings on prior years Management Incentive Plan
awards, restricted stock and restricted unit dividends and
dividend equivalents, life insurance premiums paid by us and a
Christmas gift. She also received benefits available to our
other North American employees in comparable positions.
Ms. Niemann is the daughter of William P. Crawford, one of
our directors and a beneficial owner of more than 5% of our
Class A Common Stock and Class B Common Stock.
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Related Person
Transactions Policy
We have a written Related Person Transactions Policy under which
the Nominating and Corporate Governance Committee is responsible
for reviewing and approving transactions with us in which
certain related persons, as defined in the policy,
have a direct or indirect material interest. Related persons
include our directors and executive officers, members of their
immediate family and persons who beneficially own more than 5%
of our stock. A copy of our Related Person Transactions Policy
is posted in the Corporate Governance section of our website,
located at www.steelcase.com, and found under
Company, Investor Relations.
Under the policy, our Chief Legal Officer determines whether any
identified potential related person transaction requires review
and approval by the Committee, in which case the transaction is
referred to the Committee for approval, ratification or other
action. If management becomes aware of an existing related
person transaction which has not been approved by the Committee,
the transaction is referred to the Committee for appropriate
action. In those instances where it is not practicable or
desirable to wait until the next Committee meeting to consider
the transaction, the Committee has delegated authority to the
Chair of the Committee to consider the transaction in accordance
with the policy.
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The Committee is authorized to approve those related person
transactions which are in, or are not inconsistent with, the
best interests of our company and our shareholders. Certain
categories of transactions have been identified as permissible
without approval by the Committee, as the transactions involve
no meaningful potential to cause disadvantage to us or to give
advantage to the related person. These categories of permissible
transactions include, for example, the sale or purchase of
products or services at prevailing prices in the ordinary course
of business if (1) the amount involved did not exceed 5% of
our gross revenues or the gross revenues of the related person,
(2) our sale or purchase decision was not influenced by the
related person while acting in any capacity for us and
(3) the transaction did not result in a commission,
enhancement or bonus or other direct benefit to an individual
related person.
In considering any transaction, the Committee considers all
relevant factors, including, as applicable:
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the benefits to us,
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the impact on a directors independence,
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the availability of other sources for comparable products or
services,
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the terms of the transaction and
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the terms available to unrelated third parties, or to employees
generally, for comparable transactions.
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The Committee reviewed each of the transactions described above
under Fiscal Year 2010 Transactions, and following
such review, the Committee approved the purchase of products or
services from A&K Finishing, Inc., the employment of
Ms. Niemann and the payment of related compensation to her.
Approval of the transactions with Fifth Third was not required
pursuant to our Related Person Transactions Policy, because
Fifth Third is an institutional shareholder holding Steelcase
stock with no apparent purpose or effect of changing or
influencing control of our company. In each case, the director
related to the person or entity involved in the transaction did
not participate in the review and approval of the transaction by
the Committee or the Board of Directors.
SECTION 16(a)
BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended (the Exchange Act), requires our directors,
executive officers and those who beneficially own more than 10%
of our Class A Common Stock to file reports of initial
ownership and changes in their beneficial ownership of shares of
Class A Common Stock with the Securities and Exchange
Commission, or SEC. Based on our review of the reports filed
with the SEC, and written representations that no reports were
required, we believe that during fiscal year 2010, all
Section 16(a) reports were filed on a timely basis, except
that one Form 4 for David C. Sylvester was filed late,
reporting one transaction which was completed without
Mr. Sylvesters awareness.
DIRECTOR
INDEPENDENCE
Our Board of Directors has determined that William P. Crawford,
Connie K. Duckworth, Earl D. Holton, David W. Joos, Elizabeth
Valk Long, Robert C. Pew III, Cathy D. Ross, Peter M. Wege II,
P. Craig Welch, Jr. and Kate Pew Wolters are independent.
James P. Hackett is not considered independent because of his
executive management position. All of the members of our Audit,
Compensation and Nominating and Corporate Governance Committees
are independent.
8
The independence of our directors is assessed using the listing
standards of the NYSE, and our Board adopted categorical
standards to guide the determination of each directors
independence. Under these standards, none of the following is
considered a material relationship impairing a directors
independence:
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the director is currently employed in any capacity by, or is an
equity owner in, another company that has done or does business
with us, provided that:
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the amount of business with us is less than the greater of
$1 million or 1% of the other companys annual gross
revenue, or
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the directors ownership interest does not exceed 5% of the
total equity interests in the other company;
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the director is currently serving solely as a director, advisory
director, consultant or in a similar non-employee position with
another company that has done or does business with us,
regardless of the amount;
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the director is currently employed as an executive officer of a
charitable institution that has received contributions from us
or the Steelcase Foundation, provided that the amount of the
contributions in any of the last three years is less than the
greater of $1 million or 2% of the charitable
institutions annual gross revenue;
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the director is currently serving solely as a director, trustee,
volunteer, committee member or in a similar position (and not as
an executive officer) of a charitable institution that has
received contributions in any amount from us or the Steelcase
Foundation during any of the past three years;
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we have employed a member of the directors immediate
family within the last three years, provided that such
employment was not as a board-elected officer;
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the director, as part of his or her service on our Board of
Directors also serves as a trustee of the Steelcase Foundation
and/or a
director of a subsidiary or affiliate; or
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we previously employed the director in any capacity, provided
that the directors employment ceased more than five years
ago.
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As used in the above categorical standards, business with
us includes us selling products or services to the other
company, either directly or through our dealers, and us buying
products or services from the other company during the last
three years. Unless the context otherwise requires,
director includes the director and his or her
immediate family members as defined in the NYSE listing
standards. A copy of these categorical standards for director
independence is also available in the Corporate Governance
section of our website, located at www.steelcase.com, and
found under Company, Investor Relations.
On an annual basis, the Nominating and Corporate Governance
Committee assesses the independence of our directors by
reviewing and considering all relevant facts and circumstances
and presents its findings and recommendations to our Board of
Directors. For fiscal year 2010, the following relationships
were considered by the Committee in assessing the independence
of our directors:
9
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Director
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Relationships Considered
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William P. Crawford
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Mr. Crawfords daughter is employed by Steelcase. She is
not a board-elected officer.
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Connie K. Duckworth
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Ms. Duckworth is the President and Chief Executive Officer of a
non-profit company from which we purchased products. The
purchases were made in the ordinary course of business, and the
amount involved was less than $1 million.
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Earl D. Holton
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Mr. Holton is a part owner of a company from which we purchased
services. The purchases were made in the ordinary course of
business, and the amount of business involved was less than $1
million.
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David W. Joos
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Mr. Joos is the President and Chief Executive Officer and
Director of two companies which purchased products and/or
services from us or our dealers or from which we purchased
services. In each case, the amount involved was less than 1% of
the other companys annual gross revenues, and the
transactions were made in the ordinary course of business. We
do not believe Mr. Joos has a material interest in the products
or services purchased from us or our dealers, and the services
we purchased involved the rendering of services as a public
utility at rates or charges fixed in conformity with law or
governmental authority.
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Cathy D. Ross
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Ms. Ross is the Chief Financial Officer of a company which
purchased products and/or services from us or our dealers and
from which we purchased services. In each case, the amount
involved was less than 1% of the other companys annual
gross revenues, and the transactions were made in the ordinary
course of business. We do not believe Ms. Ross has a material
interest in these transactions.
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Peter M. Wege II
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Mr. Weges daughter is an employee of a company which
purchased products and/or services from us. The amount involved
was more than $1 million, and the transactions were made in the
ordinary course of business.
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P. Craig Welch, Jr.
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Mr. Welch, Jr.s son is an executive officer and equity
owner of a company from which we purchased products and/or
services. The amount involved was less than $1 million, and the
transactions were made in the ordinary course of business.
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Mr. Welch, Jr.s brother-in-law is an equity owner of a
company from which we purchased products and/or services. The
amount involved was less than $1 million, and the transactions
were made in the ordinary course of business.
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In addition, the Committee considered that:
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directors Joos, Long and Wolters serve on the boards of
charitable organizations which received contributions from us or
the Steelcase Foundation;
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directors Crawford and Wege II serve on the boards of
directors of companies which purchased products
and/or
services from us or our dealers
and/or from
which we purchased products
and/or
services in the ordinary course of business; and
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members of the immediate family of directors Holton, Joos, Long
and Pew III are employees of companies which purchased
products
and/or
services from us or our dealers
and/or from
which we purchased services in the ordinary course of business,
in each case involving less than the greater of $1 million
or 1% of the other companys annual gross revenues.
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10
The Committee determined that, with the exception of the
relationship between us and Mr. Wege IIs daughter,
each of the relationships it considered fell within the
categorical standards adopted by the Board and, as a result, the
relationships were not material. Following a review of the
relevant facts and circumstances relating to the transaction
involving Mr. Wege IIs daughter and assessing the
materiality of the relationship from the standpoint of
Mr. Wege II and Mr. Wege IIs daughter, the
Committee determined that the relationship was not material.
The Steelcase
Foundation
The Steelcase Foundation is included in the categorical
standards for director independence described above. The
Foundation was established in 1951 by our founders to give back
to the communities that have been instrumental to our operations
and growth by making grants to non-profit organizations,
projects and programs in those communities. From time to time,
we donate a portion of our earnings to the Foundation, as
determined by our Board of Directors. The following of our
directors also serve as Foundation trustees: James P. Hackett,
Earl D. Holton, Robert C. Pew III and Kate Pew Wolters, who
serves as Chair of the Board of Trustees of the Foundation. The
other trustees of the Foundation are Mary Anne Hunting and Mary
Goodwillie Nelson (sister of director Peter M. Wege II).
BOARD
MEETINGS
Our Board of Directors met four times during fiscal year 2010.
Each of our directors attended at least 75% of the total number
of meetings of the Board and the committees on which they served
during the year. Our Boards policy is that each director
is expected to attend our annual meeting of shareholders, and
each of our directors attended our 2009 Annual Meeting.
COMMITTEES OF THE
BOARD OF DIRECTORS
Four standing committees assist our Board of Directors in
fulfilling its responsibilities: the Nominating and Corporate
Governance Committee, the Audit Committee, the Compensation
Committee and the Executive Committee. The Audit Committee was
established in accordance with Section 3(a)(58)(A) of the
Exchange Act. The Executive Committee, which was established to
exercise the powers of the Board of Directors when necessary
between regular Board meetings, did not meet during fiscal year
2010. Each committee has the power to conduct or authorize
investigations or studies of matters within the scope of its
responsibilities and may, at our expense, retain independent
counsel or other consultants or advisors as deemed necessary.
Each committee also has the sole authority to retain or
terminate its consultants and approve the payment of fees.
11
Committee
Membership and Meetings
The table below indicates the current membership of each of the
Board of Directors committees and the number of times the
committees met during fiscal year 2010. All of the members of
these committees are independent.
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Meetings in
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Committee
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Fiscal Year 2010
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Current Members
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Nominating and Corporate Governance
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3
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Kate Pew Wolters (Chair)
William P. Crawford
Elizabeth Valk Long
P. Craig Welch, Jr.
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Audit
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7
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Cathy D. Ross (Chair)
Robert C. Pew III
Peter M. Wege II
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Compensation
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6
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David W. Joos (Chair)
Connie K. Duckworth
Earl D. Holton
Elizabeth Valk Long
P. Craig Welch, Jr.
Kate Pew Wolters
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Committee
Charters
Each of these committees operates under a written charter
adopted by the Board of Directors that is reviewed and assessed
at least annually. The current charters of our Nominating and
Corporate Governance, Audit and Compensation Committees, and our
Corporate Governance Principles are available in the Corporate
Governance section of our website, located at
www.steelcase.com, and found under Company,
Investor Relations. The principal responsibilities
of each committee are listed below.
Nominating and
Corporate Governance Committee
Responsibilities
The principal responsibilities of the Nominating and Corporate
Governance Committee are:
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establishing procedures for identifying and evaluating potential
director nominees and recommending nominees for election to our
Board of Directors;
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reviewing the suitability for continued service of directors
when their terms are expiring or a significant change in
responsibility occurs, including a change in employment;
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reviewing annually the composition of our Board of Directors to
ensure it reflects an appropriate balance of knowledge,
experience, skills, expertise and diversity;
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making recommendations to our Board regarding its size, the
frequency and structure of its meetings and other aspects of the
governance procedures of our Board of Directors;
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making recommendations to our Board regarding the functioning
and composition of Board committees;
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reviewing our Corporate Governance Principles at least annually
and recommending appropriate changes to our Board of Directors;
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overseeing the annual self-evaluation of our Board of Directors
and annual evaluation of our Chief Executive Officer, or CEO;
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12
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reviewing director compensation and recommending appropriate
changes to our Board of Directors;
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administering our Related Person Transactions Policy and the
Boards policy on disclosing and managing conflicts of
interest;
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reviewing and approving any related person transactions under
our Related Person Transactions Policy; and
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considering any waiver request under our Code of Ethics and Code
of Business Conduct.
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Qualifications
for Nominees
Nominees for director are selected on the basis of several
criteria, the most fundamental of which is integrity. Directors
are expected to be curious and demanding independent thinkers
who possess appropriate business judgment and are committed to
representing the long-term interests of shareholders. Directors
must possess knowledge, experience, skills or expertise that
will enhance our Boards ability to direct our business.
Our Board is committed to diversity, and a candidates
ability to add to the diversity of our Board is also considered.
Directors must be willing and able to spend the time and effort
necessary to effectively perform their responsibilities, and
they must be prepared to resign from our Board in the event that
they have a significant change in responsibilities, including a
change in employment, as required by our Corporate Governance
Principles.
Consideration
of Candidates for Director
The Nominating and Corporate Governance Committee considers
candidates suggested by its members, other directors and senior
management in anticipation of potential or expected Board
vacancies. After identifying a potential candidate, the
Committee collects and reviews publicly-available information to
assess whether they should be considered further. If the
candidate warrants further consideration, the Chair or another
member of the Committee will initiate a contact. Generally, if
the person expresses a willingness to be considered, the
Committee requests information from the candidate, reviews their
qualifications and accomplishments and conducts one or more
interviews with the candidate. Committee members may also
contact references or others who have personal knowledge of the
candidates accomplishments.
The Committee will also consider candidates recommended by
shareholders for nomination by the Board, taking into
consideration the needs of the Board and the qualifications of
the candidate. Shareholders must submit recommendations to our
corporate secretary in writing and include the following
information:
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the recommending shareholders name and evidence of
ownership of our stock, including the number of shares owned and
the length of time owned; and
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the candidates name, resume or a listing of qualifications
to be a director of our company and the persons consent to
be named as a director if selected by the Nominating and
Corporate Governance Committee and nominated by the Board.
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Shareholders may also make their own nominations for director by
following the process specified in our by-laws.
Audit
Committee
Responsibilities
The principal responsibilities of the Audit Committee are:
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appointing the independent auditor and reviewing and approving
its services and fees in advance;
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13
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reviewing the performance of our independent auditor and, if
circumstances warrant, making decisions regarding its
replacement or termination;
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evaluating the independence of the independent auditor;
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reviewing and concurring with the appointment, replacement,
reassignment or dismissal of the head of our internal audit
group, reviewing his annual performance evaluation and reviewing
the groups budget and staffing;
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reviewing the scope of the internal and independent annual audit
plans and monitoring progress and results;
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reviewing our critical accounting policies and practices;
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reviewing the adequacy and effectiveness of our accounting and
internal control policies and procedures;
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reviewing our financial reporting, including our annual and
interim financial statements, as well as the type of information
included in our earnings press releases;
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reviewing the process by which we monitor, assess and manage our
exposure to risk; and
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reviewing compliance with our Global Business Standards, as well
as legal and regulatory compliance.
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Audit
Committee Financial Expert
The Board of Directors has designated Cathy D. Ross as an
audit committee financial expert, as defined by the
SECs rules and regulations, based on her financial and
accounting education and experience. Ms. Ross is
independent, as independence of audit committee members is
defined by the listing standards of the NYSE.
Compensation
Committee
Responsibilities
The principal responsibilities of the Compensation Committee are:
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establishing our compensation philosophy;
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reviewing and approving the compensation of our executive
officers, and submitting the compensation of our CEO to the
Board of Directors for ratification;
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reviewing executive and non-executive compensation programs and
benefit plans to assess their competitiveness, reasonableness
and alignment with our compensation philosophy;
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making awards, approving performance targets, certifying
performance against targets and taking other actions under our
incentive compensation plan; and
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reviewing the Compensation Discussion and Analysis and other
executive compensation disclosures contained in our annual proxy
statements.
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Authority of
the Compensation Committee
Pursuant to its charter, the Compensation Committee is
authorized by our Board of Directors to oversee our compensation
and employee benefit practices and plans generally, including
our executive compensation, incentive compensation and
equity-based plans. The Committee may delegate its authority to
subcommittees, provided that any such subcommittee must consist
of at least two members, and the Committee may also delegate
appropriate responsibilities associated with our benefit and
compensation plans to members of management. The Compensation
Committee must submit any changes to our CEOs compensation
to our Board of Directors for ratification.
14
Delegation of
Authority
The Compensation Committee has delegated to our CEO the
authority to grant stock options, restricted stock and
restricted units to employees. Under this delegated authority,
our CEO cannot grant options to acquire more than
5,000 shares, more than 2,000 shares of restricted
stock or more than 2,000 restricted units in any year to any one
individual, and he cannot grant, in the aggregate, options to
acquire more than 100,000 shares, more than
40,000 shares of restricted stock and more than 40,000
restricted units in any year. Also, our CEO cannot grant any
stock options, restricted stock or restricted units to any
executive officer.
Our CEO has the authority to designate those employees who will
participate in our Management Incentive Plan; however, the
Committee is required to approve participation in such plan by
any executive officer or anyone else who directly reports to our
CEO.
The Committee has delegated certain responsibilities with regard
to our Retirement Plan to an investment committee consisting of
directors and members of management and to an administrative
committee consisting of members of management.
Role of
Executive Officers in Determining or Recommending
Compensation
Our CEO develops and submits to the Compensation Committee his
recommendation for the compensation of each of the named
executive officers, other than himself, in connection with
annual merit reviews of their performance. The Compensation
Committee reviews and discusses the recommendations made by our
CEO, approves the compensation for each named executive officer
for the coming year and submits the compensation for our CEO to
the Board of Directors for ratification. In addition, our Chief
Financial Officer and other members of our finance staff assist
the Committee with establishing performance target levels for
performance-based compensation, as well as with the calculation
of actual financial performance and comparison to the
performance targets, each of which requires the Committees
approval. See Compensation Discussion and Analysis for
more discussion regarding the role of executive officers in
determining or recommending the amount or form of executive
compensation.
Role of
Compensation Consultants
Pursuant to its charter, the Compensation Committee has the sole
authority to retain and terminate independent compensation
consultants of its choosing to assist the Committee in carrying
out its responsibilities.
During fiscal year 2010, the Committee engaged Pearl
Meyer & Partners (Pearl Meyer) to advise
the Committee on various matters related to the compensation of
our executive officers. See Compensation Discussion and
Analysis for more detail regarding the nature and scope of
Pearl Meyers assignment and the material elements of the
instructions or directions given to them with respect to the
performance of their duties. Pearl Meyer was engaged directly by
the Compensation Committee and does not perform any other
services for our company.
The Committee also engaged Towers, Perrin, Forster &
Crosby, Inc. (Towers Perrin) during fiscal year 2010
to provide the Committee with a study of the competitiveness of
our executive compensation relative to market data and to
provide information regarding the achievement of total
shareholder return results with regard to equity awards granted
to our executive officers. See Compensation Discussion and
Analysis for more detail regarding the nature and scope of
Towers Perrins assignment and the material elements of the
instructions or directions given to them with respect to the
performance of their duties. Towers Perrin was engaged directly
by the Compensation Committee.
Towers Perrin merged with Watson Wyatt Worldwide, Inc.
(Watson Wyatt) in January 2010 to form Towers
Watson & Co. (Towers Watson). In addition
to the services performed for the Committee, we have purchased
compensation survey data from Towers Perrin from time to time,
and we have engaged Watson Wyatt to provide pension plan
consulting, compensation consulting services and
15
compensation survey data. The decision to purchase compensation
survey data from Towers Perrin was made by management and was
approved by the Committee. The decision to engage Watson Wyatt
was made by management prior to the announcement of the merger
with Towers Perrin, and such engagement was approved by the
Committee after the merger. The aggregate amount of fees paid to
Towers Perrin with regard to executive compensation services in
fiscal year 2010 was $18,515, and the amount paid to Towers
Perrin for other services in fiscal year 2010 was $19,118. The
aggregate amount of fees paid to Watson Wyatt for services
provided in fiscal year 2010 was $207,668.
Compensation
Risk Assessment
As of the end of fiscal year 2010, our management conducted an
assessment of our employee compensation policies and practices
and concluded that any risks arising from such policies and
practices are not reasonably likely to have a material adverse
effect on our company. The assessment was reviewed and discussed
with the Compensation Committee, which concurred with
managements conclusions.
Compensation
Committee Interlocks and Insider Participation
None of the members of our Compensation Committee was an officer
or employee of our company during the fiscal year or was
formerly an officer of our company, and none of our executive
officers served on the compensation committee (or its
equivalent) or board of directors of another entity whose
executive officer served on our Board of Directors or our
Compensation Committee. See Related Person Transactions
for a discussion of a transaction between our company and a
relative of director P. Craig Welch, Jr., who serves on our
Compensation Committee.
OTHER CORPORATE
GOVERNANCE MATTERS
Corporate
Governance Principles
Our Board of Directors is committed to monitoring the
effectiveness of policy and decision making at the Board and
management levels. Fundamental to its corporate governance
philosophy is the Boards commitment to upholding our
reputation for honesty and integrity. Equally fundamental is its
commitment to serving as an independent overseer of our
management and operations. Our Board adopted a set of Corporate
Governance Principles, a copy of which can be found in the
Corporate Governance section of our website at
www.steelcase.com under Company,
Investor Relations.
Board of
Directors Leadership Structure
The leadership structure of our Board of Directors involves a
Board Chair who is not our principal executive officer. Robert
C. Pew III currently serves as Chair of the Board, and
James P. Hackett currently serves as our President and CEO. Our
Board of Directors has chosen to keep the roles of Chair of the
Board and CEO separate as a matter of sound corporate governance
practices and a balance of responsibilities, with an independent
director serving as Chair of the Board. This structure allows
Mr. Hackett to focus on the
day-to-day
leadership of our business, while Mr. Pew is able to focus
on the leadership of the Board of Directors and its oversight of
our company.
Risk
Oversight
Our Board of Directors administers its oversight of risk
assessment and management practices in several ways. Once a
quarter, the Audit Committee reviews a business risk profile
prepared by management which summarizes the key risks faced by
the company, the likelihood and anticipated financial impact of
each risk materializing, as well as any significant changes in
the risk profile from the previous quarter. In addition, risk
identification and risk management are discussed by the Board of
Directors on a regular basis as part of its review of our
financial performance and business and strategic
16
planning. We believe our Board of Directors oversight of
our risk management is strengthened by having an independent
director serve as Chair of the Board.
Executive
Sessions of Non-Management Directors
The only member of our Board who is also a member of management
is James P. Hackett, our President and CEO. Our Board meets
quarterly in executive session without Mr. Hackett present.
During these sessions, Robert C. Pew III, as Chair of the Board,
presides. Our Corporate Governance Principles provide that if
the Chair of the Board is a member of management, the outside
directors will designate a member to preside at executive
sessions.
You may contact the Chair of the Board (or the lead
non-management director, if one is subsequently appointed) by
sending a certified letter to:
Chair of the Board/Lead Non-Management Director
c/o Steelcase
Inc.
P.O. Box 1967
Grand Rapids, MI
49501-1967
Shareholder
Communications
Our Board has adopted a process for interested parties to send
communications to the Board. To contact the Board, any of its
committees or any of our directors, please send a certified
letter addressed to:
Board of Directors
c/o Lizbeth
S. OShaughnessy, Secretary
Steelcase Inc.
P.O. Box 1967
Grand Rapids, MI
49501-1967
All such letters will be opened by the corporate secretary. Any
contents that are not in the nature of advertising, promotions
of a product or service or patently offensive material will be
forwarded promptly to the addressee. In the case of
communications to the Board or any committee or group of
directors, the corporate secretary will make sufficient copies
of the contents and send them to each director who is a member
of the committee or group to which the envelope is addressed.
Code of Ethics
and Code of Business Conduct
Our Board adopted a Code of Ethics applicable to our chief
executive and senior financial officers, as well as a Code of
Business Conduct that applies to all of our employees and
directors. Only our Nominating and Corporate Governance
Committee may grant any waivers of either code for a director or
executive officer. Each of these codes is available in the
Corporate Governance section of our website, located at
www.steelcase.com, and found under Company,
Investor Relations. If any amendment to, or waiver
from, a provision of our Code of Ethics is made for our
principal executive officer, principal financial officer,
principal accounting officer or controller or persons performing
similar functions, we will also post such information in the
Corporate Governance section of our website. To date, no such
waivers have been issued.
Materials
Available upon Request
We will provide a printed copy of any of the following materials
(each of which is also available on our website at
www.steelcase.com) to you upon request and without charge:
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Code of Ethics,
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Code of Business Conduct,
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Corporate Governance Principles,
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17
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Audit Committee Charter,
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Compensation Committee Charter and
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Nominating and Corporate Governance Committee Charter.
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Please send any such requests to us by email at
ir@steelcase.com or by mail at:
Steelcase Inc.
Investor Relations, GH-3C
P.O. Box 1967
Grand Rapids, MI
49501-1967
AUDIT COMMITTEE
REPORT
Management is responsible for the Companys financial
reporting process and its internal controls regarding financial
reporting, accounting, legal compliance and ethics.
Deloitte & Touche LLP, the Companys independent
registered public accounting firm for the fiscal year ended
February 26, 2010 (the independent auditor), is
responsible for performing independent audits of the
Companys consolidated financial statements and its
internal control over financial reporting and issuing opinions
on:
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the conformity of those audited financial statements with
accounting principles generally accepted in the United States of
America and
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the effectiveness of the Companys internal control over
financial reporting.
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Our Committees role is to serve as an independent and
objective party to monitor these processes on behalf of the
Board of Directors and to review the audit efforts of the
Companys internal and independent auditors.
In this context, we discussed with the independent auditor the
matters required to be discussed by Statement on Auditing
Standards No. 114, The Auditors Communication with
Those Charged with Governance (which superseded Statement on
Auditing Standards No. 61, Communication With Audit
Committee, as amended). In addition, we received the written
disclosures and letter from the independent auditor required by
applicable requirements of the Public Company Accounting
Oversight Board regarding the independent auditors
communications with the Committee concerning independence and
reviewed, evaluated and discussed the written report and letter
with that firm and its independence with respect to the Company.
We discussed with the Companys internal and independent
auditors the overall scope and plans for their respective
audits. We also reviewed and discussed with management the
Companys audited financial statements. We met with the
internal and independent auditors, with and without management
present, to discuss the results of their examinations, their
evaluations of the Companys internal control and the
overall quality of the Companys financial reporting.
Based on the review and discussions referred to above, and
relying on the representations of the Companys management
and the independent auditors report, our Committee
recommended to the Board of Directors that the audited financial
statements be included in the Companys Annual Report on
Form 10-K
for the fiscal year ended February 26, 2010 for filing with
the Securities and Exchange Commission.
Audit Committee
Cathy D. Ross (Chair)
Robert C. Pew III
Peter M. Wege II
18
FEES PAID TO
PRINCIPAL INDEPENDENT AUDITOR
The fees billed by Deloitte & Touche LLP for fiscal
year 2010 (estimated) and by BDO Seidman, LLP for fiscal year
2009 (actual) for work performed for us are as follows:
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Fiscal Year
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Fiscal Year
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Type of Fees
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2010
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2009
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Audit Fees (1)
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$
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1,774,000
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$
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1,612,000
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Audit-Related Fees (2)
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181,000
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Tax Fees (3)
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552,000
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153,000
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All Other Fees
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Total
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$
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2,326,000
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$
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1,946,000
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(1) |
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Audit fees consisted of fees related to the annual audit of our
consolidated financial statements, the annual audit of our
internal control over financial reporting, reviews of the
financial statements included in quarterly reports on
Form 10-Q,
other services related to SEC reporting matters and audits of
separate financial statements of subsidiaries and other
consolidated entities. The amounts shown for fiscal year 2010
include fees related to audits of foreign subsidiaries which
were audited by a firm other than BDO Seidman, LLP in fiscal
year 2009. |
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(2) |
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Audit-related fees consisted of employee benefit plan audits and
related services. |
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(3) |
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Tax fees in fiscal year 2010 consisted primarily of tax
preparation and consultation services for expatriate employees.
Tax fees in fiscal year 2009 consisted of assistance with tax
compliance, preparation of certain subsidiary tax returns, tax
consultation, planning and implementation services and
assistance in connection with tax audits. |
Our Audit Committee determined that providing the services
reflected in the above table was compatible with the maintenance
of the independence of Deloitte & Touche LLP and BDO
Seidman, LLP.
In addition, our Audit Committee has a policy under which it
approves in advance recurring audit, audit-related and tax
services rendered by the principal independent auditor, subject
to specific fee limits. If circumstances require hiring the
independent auditor for services not previously pre-approved or
that would exceed the fee limits previously set, the Audit
Committee must pre-approve the new services or fee limits. The
Audit Committee Chair may approve specified services between
regularly scheduled meetings of the Audit Committee, subject to
review by the full Audit Committee at its next scheduled
meeting. The fiscal year 2010 services and fees reflected in the
above table were pre-approved by the Audit Committee.
19
COMPENSATION
COMMITTEE REPORT
We reviewed and discussed with management the Compensation
Discussion and Analysis which follows this report. Based on
such review and discussions, we recommended to the Board of
Directors that the Compensation Discussion and Analysis
be included in this proxy statement for filing with the
Securities and Exchange Commission and distribution to the
Companys shareholders.
Compensation Committee
David W. Joos (Chair)
Connie K. Duckworth
Earl D. Holton
Elizabeth Valk Long
P. Craig Welch, Jr.
Kate Pew Wolters
COMPENSATION
DISCUSSION AND ANALYSIS
This section discusses our policies and practices relating to
executive compensation and presents a review and analysis of the
compensation earned in fiscal year 2010 by our CEO, our Chief
Financial Officer, our three other most highly-paid executive
officers and one other person who would have been one of our
three other most highly-paid executive officers as of the end of
fiscal year 2010 if he were still serving as an executive
officer at the end of the year. We refer to these six
individuals as the named executive officers. The
amounts of compensation earned by these executives during the
past three fiscal years are detailed in the Summary Compensation
Table in Executive Compensation, Retirement Programs and
Other Arrangements and the other tables which follow it.
Fiscal Year 2010
Executive Summary
During fiscal year 2010, our business was significantly impacted
by the global economic slowdown and turmoil in the capital
markets, with our revenue declining to $2.3 billion for
fiscal year 2010, compared to $3.2 billion for fiscal year
2009, and we reported a net loss for fiscal year 2010 of
$(13.6) million. As a result of the downturn, we
implemented a number of changes in our compensation practices,
including the following changes which impacted the compensation
of our executive officers:
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Base salary reductionsAs a cost reduction measure,
we implemented base salary reductions for fiscal year 2010 of 5%
to 7.5% for our salaried workforce in North America generally.
Our CEOs base salary was reduced by 12%, and the base
salary of the other named executive officers was reduced by 10%.
The prior salary levels were reinstated at the beginning of
fiscal year 2011.
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Suspension of contributions to retirement
plansDuring fiscal year 2010, we suspended all company
contributions to our Retirement Plan and Restoration Retirement
Plan.
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No awards earned under our Management Incentive Plan or prior
performance shares/unitsDue to our financial results
for fiscal year 2010, no awards were earned under our Management
Incentive Plan, and no amounts were earned under the performance
shares and units which vested at the end of fiscal year 2010.
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In addition, we implemented several changes to the mix of
incentive compensation awarded to our named executive officers
in fiscal year 2010. Prior to the beginning of the fiscal year,
we engaged Pearl Meyer to assist with a review of the incentive
compensation programs for our executive officers. Following
their review, for fiscal year 2010 for our named executive
officers, we increased the percentage of total compensation
awarded in the form of equity awards based on total shareholder
return, did not make any long-term awards under our Management
Incentive Plan and increased the size of the short-term awards
under our Management Incentive Plan.
20
Philosophy and
Objectives
Our philosophy for the compensation of all of our employees,
including the named executive officers, is to value the
contribution of our employees and share profits through
broad-based incentive arrangements designed to reward
performance and motivate collective achievement of strategic
objectives that will contribute to our companys success.
The primary objectives of the compensation programs for our
named executive officers are to:
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attract and retain highly-qualified executives,
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motivate our executives to achieve our business objectives,
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reward our executives appropriately for their individual and
collective contributions,
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align our executives interests with the long-term
interests of our shareholders and
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ensure that executive compensation is reasonable when compared
to compensation at similar companies.
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Annual
Review
Our executive compensation programs fall within three general
categories: (1) base salaries, (2) incentive
compensation and (3) retirement programs and benefits. The
Compensation Committee reviews and approves the base salary and
incentive compensation awards for each of our executive officers
each year, taking into account the recommendations of our CEO,
the individual performance of each officer and our compensation
philosophy and objectives described above. Following approval of
the Compensation Committee, the compensation of our CEO is
submitted to our Board of Directors for ratification. The amount
of incentive compensation actually earned by each officer
depends on the performance of our company as a whole against the
targets established for the particular award. None of the named
executive officers other than James G. Mitchell has an
employment agreement with us. We entered into an employment
agreement with Mr. Mitchell in 2003, in connection with his
initial expatriate assignment, in order to clarify the terms of
his expatriate assignment and his employment, including the
benefits that he would receive upon termination of his
employment, and to replace all prior understandings or
agreements with regard to his employment and benefits.
In order to evaluate the reasonableness and competitiveness of
our compensation programs and practices, the Compensation
Committee engaged Towers Perrin to provide the Committee with an
annual study which compares our executive compensation to that
of a comparison group of companies. The survey presents
information regarding base salaries, short-term bonus targets,
annualized expected values of long-term incentive compensation
and target total direct compensation for the comparison group.
The Compensation Committee does not specifically target each
element of compensation of the named executive officers against
the comparison group. Instead, the Committee reviews the
comparison data to assess whether or not the total compensation
of the named executive officers is within a competitive range,
and in making its assessment, the Committee considers
(a) any difference between the role and responsibilities of
each officer compared to those of his peers in the comparison
group, (b) the specific contributions the officer has made
to the successful achievement of our company goals and
(c) the relative experience level of the officer and his
tenure with our company.
The criteria established by the Compensation Committee for the
composition of the comparison group for fiscal year 2010 were
(1) furniture companies, including office furniture and
residential furniture companies, (2) other global durable
goods manufacturing companies and (3) other companies which
(a) are based within the same region as our company and
(b) operate globally. The comparison group consisted of the
following companies:
21
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AMETEK, Inc.
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IDEX Corporation
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Pitney Bowes Inc.
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Ball Corporation
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Kennametal Inc.
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Rockwell Automation, Inc.
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Cooper Tire & Rubber Company
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La-Z-Boy Inc.
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SPX Corporation
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Donaldson Company, Inc.
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Leggett & Platt Inc.
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The Timken Company
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GATX Corporation
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Navistar International Corporation
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The Toro Company
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Herman Miller, Inc.
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Oshkosh Corporation
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Thomas & Betts Corporation
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HNI Corporation
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Parker-Hannifin Corporation
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As of December 2008 (the timing of the comparison data used for
fiscal year 2010), the most recent fiscal year revenues for the
comparison group ranged from $1.3 billion to
$12.3 billion, with a median of $2.8 billion, and
market capitalization of the group ranged from $449 million
to $6.2 billion, with a median of $1.8 billion.
Base
Salary
As described above, the base salary of each of our named
executive officers is reviewed and approved by the Compensation
Committee as part of its overall review of executive
compensation, and our Board of Directors ratifies any changes to
our CEOs base salary. As a general rule, base salaries for
the named executive officers are set at a level which will allow
us to attract and retain highly-qualified executives. In
addition to the annual reviews, the base salary of a particular
executive may be adjusted during the course of a fiscal year in
connection with a promotion or other material change in the
executives role or responsibilities.
In January 2009, the Compensation Committee approved
management-recommended decreases in the annual base salary of
our CEO (which was ratified by our Board of Directors) and each
of the other named executive officers for fiscal year 2010. Our
CEOs salary was reduced by 12% and the salary of the other
named executive officers was reduced by 10%. These reductions
were implemented in connection with salary reductions for our
salaried workforce in North America generally, which ranged from
5% to 7.5% and were implemented as part of cost reduction
efforts made to respond to global economic challenges. The
reductions lasted through the end of fiscal year 2010, and the
prior salary levels were reinstated at the beginning of fiscal
year 2011.
None of the named executive officers received a merit increase
or other base salary change during fiscal year 2010, except as
noted above and as follows. In September 2009, Mark A.
Bakers salary was increased from $437,000 to $460,000 (but
was still subjected to the 10% reduction) as a result of a
change in his responsibilities. In December 2009, Michael I.
Loves 10% base salary reduction was reversed prior to the
termination of his employment in order to allow his severance
benefits to be calculated based on his salary level prior to the
temporary reduction, which is consistent with the treatment of
other employees who received severance from the company during
fiscal year 2010.
Incentive
Compensation
Fiscal Year
2010 Changes
In recent years, the incentive compensation awarded to our
executive officers has consisted primarily of two types of
awards: (1) awards under our Management Incentive Plan, or
MIP, which are earned based on our economic value added, or EVA,
results for the fiscal year, and (2) performance shares or
units, which are earned based on specified performance results
for a three fiscal year period. Historically, the MIP awards
included short-term awards which were paid in cash shortly after
the end of the fiscal year and long-term awards which were paid
out in cash over the following three years. For fiscal years
2008 and 2009, the long-term MIP awards were settled 50% in cash
and 50% in restricted units vesting over the following three
years.
During fiscal year 2009, the Compensation Committee engaged
Pearl Meyer to assist with a review of the incentive
compensation programs for our executive officers. The material
elements of the instructions or directions given to Pearl Meyer
by the Committee were to analyze our executive incentive
compensation programs from a competitive standpoint and against
our philosophies and objectives and provide alternative designs
considering the results of its analyses, interviews with
management and the Committee, best practices and our business
strategy. The Committee directed Pearl Meyer to focus on
22
methods to more closely align the relationship between pay and
our companys performance and to suggest incremental
changes to the existing programs rather than entirely new
programs, in order to maintain continuity. The Committee also
expressed its preference to continue to use EVA as a performance
measure for a significant part of incentive compensation but
asked Pearl Meyer to assess the effectiveness of EVA as a
performance measure.
Representatives of Pearl Meyer worked with the Compensation
Committee throughout fiscal year 2009 and presented its
conclusions to the Committee regarding key themes from its
interviews and various alternatives for compensation design.
Pearl Meyer advised the Committee that, while the size of the
executive officers compensation packages were within a
reasonable range compared to comparable companies, the mix of
compensation at the company was more heavily weighted towards
annual performance and cash compensation. Pearl Meyer also
agreed that EVA was a reasonably effective performance measure.
Following the presentation of Pearl Meyers conclusions and
in consultation with Pearl Meyer, the Compensation Committee
made the following changes to the mix of incentive compensation
awarded to the named executive officers for fiscal year 2010:
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no long-term MIP awards were granted,
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larger performance unit awards were granted and
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larger short-term MIP awards were granted.
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These changes increased the percentage of target compensation
that would be earned based on long-term performance and reduced
the total amount of compensation at target levels for the named
executive officers by 2% to 25% for fiscal year 2010 as compared
to fiscal year 2009. As an illustration, the following chart
shows the change in the mix of compensation for James P. Hackett
from fiscal year 2009 to fiscal year 2010, valuing the MIP and
performance unit awards at the target level of performance and
using the grant date market value of the units, and notes the
portion of the total compensation paid in the form of cash or
equity and the portion earned based on EVA or total shareholder
return, or TSR, performance.
James P.
HackettElements of Total Compensation at Target
Levels
23
Management
Incentive Plan
Philosophy and
Practice
As described above, each of our named executive officers
typically receives a short-term award under our MIP each fiscal
year which is paid in cash shortly after the end of the fiscal
year based on the achievement of certain EVA results for the
fiscal year. EVA is a profit measure that takes into account the
cost of capital and is calculated by taking our net income
before interest expense, deducting a capital charge representing
the economic cost of an expected return (set by the Compensation
Committee at 10% for fiscal year 2010) on average
shareholders equity and average long-term debt, and
adjusting for cash and short- term investments in excess of
$100 million and related interest income, the impact of
recent acquisitions and the deferral of a portion of
restructuring or other charges to the extent approved by the
Compensation Committee. No awards are earned to the extent that
they would result in our company recording a net loss for the
fiscal year unless the Committee determines otherwise.
We use EVA as the performance measure for the MIP because we
believe it is an effective measure of the performance of our
business, it reinforces the efficient use of capital and it fits
with our compensation philosophy of sharing profits with our
employees. In addition to the named executive officers, over 300
management employees participate in the MIP and a majority of
our other employees in North America also receive annual
incentive compensation based on EVA results. We use EVA as a
measurement tool in other areas of our business, such as
evaluating business acquisitions, ventures, product development
and other capital expenditures.
In prior years, the named executive officers also received
long-term MIP awards based on EVA performance which are paid out
in equal installments after the end of the each of the following
three fiscal years. Through fiscal year 2007, the long-term
awards were settled in cash, but for fiscal years 2008 and 2009,
the awards were settled 50% in cash and 50% in restricted units
vesting over three years. We maintain the unpaid long-term cash
amounts in unfunded accounts which are subject to forfeiture
upon termination of employment for any reason other than death,
total disability or retirement, except in the circumstances
described below under Severance and Change in Control
Benefits. We credit the long-term MIP account balances
each year for interest at a rate which approximates our
three-year incremental borrowing rate. The restricted units
receive dividend equivalent payments during the vesting period.
Fiscal Year 2010
Awards
The EVA performance levels established by the Compensation
Committee and actual EVA performance for fiscal year 2010 are
set forth below. The amount of EVA performance above or below
the target that would have resulted in the awards being earned
at the maximum level (if positive) or at the minimum level (if
negative) was set at 8% of EVA capital for the fiscal year. The
Equivalent Level of Net Income column indicates the
approximate amount of net income for fiscal year 2010 which
would have resulted in the minimum, target or maximum awards
being earned, assuming that all other actual financial results
and EVA capital for fiscal year 2010 were unchanged.
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Equivalent Level
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Performance Level
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EVA Performance
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Amount Earned
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of Net Income
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Minimum
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$
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(77.8) million
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0% of target
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$
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20.0 million
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Target
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$
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0.0 million
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100% of target
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$
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100.0 million
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Maximum
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$
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77.8 million
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200% of target
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$
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180.0 million
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Actual
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$
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(111.3) million
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0% of target
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$
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(13.6) million
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The named executive officers MIP awards for fiscal year
2010 were as follows:
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Name
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Target Award
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Amount Earned
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James P. Hackett
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100% of base salary
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0% of base salary
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David C. Sylvester
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80% of base salary
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0% of base salary
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James G. Mitchell
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60% of base salary
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0% of base salary
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Mark A. Baker
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80% of base salary
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0% of base salary
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James P. Keane
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80% of base salary
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0% of base salary
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Michael I. Love
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60% of base salary
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0% of base salary
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In determining the size of MIP awards to be granted, our CEO
presented to the Compensation Committee his recommendations for
the size of award for each named executive officer other than
himself, taking into consideration the factors described above
under the heading Annual Review and the changes in
the officers long-term incentive compensation being
implemented as described above under the heading Fiscal
Year 2010 Changes. The Committee reviewed the value of the
target awards as a percentage of the officers base salary
relative to the median level of short-term incentive
compensation shown in the Towers Perrin comparison study.
Link Between MIP
Payouts and Company Performance
The following chart depicts the relationship between our EVA, as
calculated under the MIP, and net income (loss), on the one
hand, and the percentage of target earned under the MIP, on the
other hand, for each of the past five fiscal years.
Equity
Awards
Philosophy and
Practice
Each of our named executive officers typically receives a
long-term equity-based incentive award under our Incentive
Compensation Plan each year, in accordance with our philosophies
of paying for performance and aligning the interests of our
executives with those of our shareholders. The awards are
approved by the Compensation Committee and, in the case of our
CEO, ratified by our Board of
25
Directors typically at a regularly scheduled meeting at the
beginning of each fiscal year, but awards also may be approved
at a special meeting.
In addition to granting annual equity-based incentive awards,
from time to time at the request of our CEO, the Compensation
Committee considers granting special awards of restricted units
to named executive officers in connection with promotions or
other changes in responsibilities or in recognition of
particular contributions to our companys performance. No
such awards were granted to the named executive officers during
fiscal year 2010.
All grants of equity-based incentive awards to named executive
officers require the advance approval of the Compensation
Committee (and, for equity awards to our CEO, ratification by
the Board), and we do not have any program or practice to time
the grant of equity-based awards relative to the release of any
material non-public information.
Fiscal Year 2010
Awards
As described above, each of the named executive officers was
granted a performance unit award in fiscal year 2010. The number
of shares earned will be based on our TSR performance for fiscal
years 2010 through 2012 relative to the industrial subset of
companies within the S&P MidCap 400 Index. TSR includes the
change in trading price and dividends paid during the
performance period and is stated as a percentage relative to the
trading price just prior to the beginning of the performance
period. During the performance period, the named executive
officers receive dividend equivalent payments on the target
number of units awarded.
A number of shares of Class A Common Stock equal to 25% of
the target award will be earned if the officer remains employed
by us through the end of fiscal year 2012 whether or not the
minimum performance level is achieved. The levels of relative
TSR performance that would result in the award of the threshold,
target or maximum number of shares are as follows:
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Relative TSR
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Number of
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Performance Level
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Performance
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Shares Earned
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Minimum
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30th percentile
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50% of target
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Target
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50th percentile
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100% of target
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Maximum
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90th percentile
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200% of target
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The Compensation Committee selected TSR as the performance
measure for these awards to better align the compensation of the
executive officers with the interests of our shareholders. It
chose the industrial subset of the S&P MidCap 400 index for
the measurement of relative TSR because the Committee desired a
large enough group to mitigate the impact of any one-time events
that may be experienced by a company within the group, and the
group includes companies with reasonably similar market
capitalization to our company.
In determining the number of performance units to be granted,
our CEO presented to the Compensation Committee his
recommendations for the size of award for each named executive
officer other than himself, taking into account the factors
described above under the heading Annual Review and
the changes in the officers long-term incentive
compensation being implemented as described above under the
heading Fiscal Year 2010 Changes. The Committee
reviewed the estimated value of the target level of the
recommended awards as a percentage of the officers base
salary relative to the median level of long-term incentive
compensation shown in the Towers Perrin comparison study and
determined that the awards should be adjusted downward in
recognition of the recent decline in the trading price of our
Class A Common Stock. In doing so, the Committee consulted
with representatives of Pearl Meyer, who advised that the value
of shares awarded at peer companies was trending roughly 20%
lower due to share price declines. The Committee approved a pool
of performance units consistent with the downward market shift,
including the size of an award to be granted to our CEO, and
requested that our CEO propose an allocation of the pool among
the other executive officers for approval by the Committee,
which allocation could include the redistribution of a portion
of his proposed award to the
26
other officers. The final distribution of the performance units,
including the award to our CEO, was approved by the Committee,
and the award to our CEO was ratified by the Board of Directors.
Retirement Plans
and Benefits
Each of the named executive officers other than James G.
Mitchell is eligible to participate in the following retirement
benefit plans:
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Retirement Plan,
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Restoration Retirement Plan,
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Executive Supplemental Retirement Plan and
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Deferred Compensation Plan.
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Because he is not a
U.S.-based
employee, James G. Mitchell is not currently eligible to
participate in the Retirement Plan, the Restoration Retirement
Plan or the Deferred Compensation Plan, but he does have a
balance from prior years in the Retirement Plan and the
Restoration Retirement Plan. Mr. Mitchell is a participant
in the Executive Supplemental Retirement Plan.
The Retirement Plan and Deferred Compensation Plan are intended
to allow the officers to contribute portions of their current
compensation on a tax-deferred basis and to be competitive with
benefits that are offered by similar companies. We also make
profit-sharing, matching or other contributions to the
Retirement Plan from time to time in our discretion. We ceased
making contributions to the Retirement Plan during fiscal year
2010. The Restoration Retirement Plan is intended to provide
benefits to participants for whom contributions to the
Retirement Plan are limited under the Internal Revenue Code.
Amounts contributed to or deferred under these plans earn a
return based on the elections made by the individual officer
from a number of investment options. The Executive Supplemental
Retirement Plan, which was originally adopted in 1981, is
intended to assist us with attracting and retaining
highly-qualified executives and to enable them to devote their
full-time best efforts to our company. We do not have a policy
or practice of granting our executive officers extra years of
service credit under any of these plans.
Each of these plans, other than our Retirement Plan, is
discussed below in Executive Compensation, Retirement
Programs and Other Arrangements under the headings
Pension Benefits and Deferred
Compensation. Our Retirement Plan is a tax-qualified
defined contribution plan which is open to all
U.S.-based
employees of Steelcase Inc. and certain of its subsidiaries and
affiliates. Participants may elect to contribute a portion of
their earnings to the 401(k) component of the Retirement Plan
each year. James G. Mitchell participates in the Steelcase
Canada Revised Pension Plan, which is a tax-qualified defined
contribution plan open to all employees of Steelcase Canada
Limited. During fiscal year 2010, we made contributions of 1% to
3% of the employees eligible pay to the Canadian plan.
Certain senior management employees, including our CEO and James
G. Mitchell, also have individual deferred compensation
agreements with us that were entered into more than ten years
ago. Under these agreements, the employees deferred a portion of
their compensation and are entitled to receive fixed payments
beginning at age 70. These agreements were intended to
allow participants to build additional retirement income on a
tax-deferred basis. At the time we entered into the agreements,
we purchased company-owned life insurance policies that,
although they were not pledged sources of funding for these
agreements, were expected to generate returns that would
approximate our obligations under the agreements.
In addition to these retirement and deferred compensation plans,
upon a qualifying retirement (generally when the age at
retirement and number of years of continuous service with our
company equals 80 or more), each of the named executive officers
other than James G. Mitchell is eligible to continue to receive
healthcare benefits, including medical, dental and vision
insurance programs, in the same manner as all other
U.S. employees of Steelcase Inc. hired before July 22,
2002. We currently
27
allow eligible U.S. retirees to continue to receive
healthcare benefits for life, but we reserve the right to change
or eliminate this benefit at any time. Participating retirees
are required to pay a portion of the cost of coverage, and the
cost sharing percentage varies depending on the date the
participant became eligible to retire, age and years of service
with our company.
Upon a qualifying retirement (when the age at retirement and
number of years of service with our company equals 80 or more),
James G. Mitchell is eligible to receive healthcare benefits,
including medical, dental and vision insurance, in the same
manner as all other employees of Steelcase Canada Limited hired
before October 1, 2002. Eligible Canadian retirees, their
spouses and eligible dependents at the time of retirement, upon
payment of an annual administrative fee, are entitled to $15,000
per person to be applied to the cost of allowable
post-retirement healthcare benefits.
Severance and
Change in Control Benefits
Each of the named executive officers other than James G.
Mitchell participates in our Executive Severance Plan, which
provides for certain benefits in the event of certain
terminations of employment with our company. This plan is
intended to provide clarity to shareholders and executive
management in the event of a severance
and/or
change in control, align the interests of executive management
with the long-term interests of our shareholders, reinforce
behavior that promotes maximum value in the event of any merger
or acquisition activity and attract and retain executive
management by maintaining competitive compensation programs.
Under the terms of his employment agreement, James G. Mitchell
is entitled to certain benefits in the event of certain
terminations of employment with our company. The value of the
potential benefits under the Executive Severance Plan for each
of the named executive officers other than James G. Mitchell,
and the value of the potential benefits for Mr. Mitchell
under his employment agreement, as of the end of fiscal year
2010 are detailed below in Executive Compensation, Retirement
Programs and Other Arrangements under the heading
Termination or Change in Control Payments.
Other Programs
and Practices
Perquisites
and Other Benefits
Our company provides very limited perquisites or other personal
benefits to our named executive officers in the United States.
The only perquisite received in fiscal year 2010 by the named
executive officers in the United States was an optional annual
physical examination and, in the case of our CEO only, home
security costs. In addition, the family members of some of our
named executive officers travelled on our corporate aircraft on
occasion during fiscal year 2010, but the incremental cost to
our company of such travel was negligible as they were
passengers on flights that were otherwise scheduled for business
purposes. Any other use of our corporate aircraft by our CEO for
personal travel is governed by written aircraft time-sharing
agreements under which he reimburses us for all operating
expenses associated with the flight, multiplied by 200%. The
aggregate incremental cost to our company of the perquisites or
other personal benefits received by the named executive officers
in the United States in fiscal year 2010 was less than $10,000
for each officer.
We have one named executive officer who lives outside of the
United States, James G. Mitchell, who serves as President,
Steelcase International and lives in France, where our
international headquarters is located. Mr. Mitchell is on
an expatriate assignment and therefore receives benefits similar
to other employees on expatriate assignments, including
relocation assistance, a foreign housing allowance, a
company-leased vehicle, tax equalization payments, tax
preparation and consultation services, a cost of living
allowance, home leave benefits, property management services,
access to emergency medical services, visa and immigration
services and banking services.
The named executive officers also may elect to participate in
other benefit programs on the same terms as other employees of
our company. These programs include medical, dental, vision,
life and disability insurance, charitable gift matching and
discounts on company products. Other than James G. Mitchell,
none of the named executive officers has a company car or
company-provided housing, and
28
we do not pay any country club memberships or financial planning
for any of the named executive officers.
Stock
Ownership Guidelines
The Compensation Committee established stock ownership
guidelines to encourage stock ownership among our executives to
further the objective of aligning our executives interests
with those of our shareholders. Under these guidelines, our CEO
is expected to own shares of our common stock having a current
market value of not less than five times his base salary, and
the other named executive officers are expected to own shares
having a current market value of not less than two or three
times their respective base salaries, depending on their
position. The amount of holdings required by the guidelines was
developed based on market comparisons and the premise that an
executive should be able to satisfy the guidelines by retaining
shares awarded to the executive as compensation and without
purchasing additional shares, assuming the applicable
performance criteria for the share awards are satisfied.
In addition to shares owned by our executives, holdings which
count toward satisfaction of stock ownership guidelines include
restricted stock, restricted units, performance shares and
performance units at target award levels during the vesting
period, as does the value of
in-the-money
stock options held by the executives. The Compensation Committee
reviews compliance with the stock ownership guidelines annually.
Persons who were executive officers when the guidelines were
adopted in fiscal year 2007 are expected to meet the guidelines
by the end of fiscal year 2011, and persons who became executive
officers after the adoption of the guidelines have a period of
five fiscal years to meet the guidelines to allow them an
appropriate period of time to build their holdings through
annual equity awards.
Non-compete
and Other Forfeiture Provisions
One of the basic principles of the various compensation plans
and programs which may provide benefits to our named executive
officers during or after their employment with us is that
certain compensation or benefits will be forfeited or returned
if the participant competes with us during a specified period
after they leave our employment.
In addition, our Executive Severance Plan provides that in the
event our financial results are materially restated, the
Compensation Committee may review the circumstances surrounding
the restatement and determine whether and which participants
will forfeit the right to receive any future benefits
and/or repay
any prior benefits received under the plan. In the event of a
material restatement due to fraud, if the Committee determines
that a participant was responsible for or participated in the
fraud, that participant will be required to forfeit any future
benefits and repay any prior benefits paid in excess of the
amounts that would have been paid based on our restated
financial results. These are called clawback
provisions, and the MIP and the Incentive Compensation Plan have
similar clawback provisions which apply only to those
participants who also participate in the Executive Severance
Plan.
Tax
Considerations
In making decisions regarding executive compensation, the
Compensation Committee considers the tax deductibility of the
amounts payable. Section 162(m) of the Internal Revenue
Code generally limits the tax deductibility of annual
compensation paid to certain officers to $1 million. The
Committees goal is to structure the compensation paid to
these individuals to maximize deductibility for federal income
tax purposes; however, when deemed necessary, the Committee may
authorize compensation that may not be deductible under
Section 162(m) to promote incentive and retention goals.
29
EXECUTIVE
COMPENSATION, RETIREMENT PROGRAMS AND OTHER
ARRANGEMENTS
This section and the tables set forth in this section should be
read in conjunction with the more detailed description of our
executive compensation plans and arrangements included in the
Compensation Discussion and Analysis which precedes this
section.
Summary
Compensation Table
The following table shows compensation information for fiscal
years 2010, 2009 and 2008 for (1) James P. Hackett, our
President and CEO, (2) David C. Sylvester, our Chief
Financial Officer, (3) our three other most highly-paid
executive officers as of the end of fiscal year 2010 and
(4) one other person who would have been one of our three
other most highly-paid executive officers as of the end of
fiscal year 2010 if he were still serving as an executive
officer at the end of fiscal year 2010. In this proxy statement,
we refer to these six executive officers collectively as the
named executive officers.
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Value and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
Deferred
|
|
|
|
|
|
|
Name and
|
|
|
Fiscal
|
|
|
|
|
|
Stock
|
|
|
Incentive Plan
|
|
|
Compensation
|
|
|
All Other
|
|
|
|
Principal Position
|
|
|
Year
|
|
|
Salary (1)
|
|
|
Awards (2)
|
|
|
Compensation (3)
|
|
|
Earnings (4)
|
|
|
Compensation (5)
|
|
|
Total
|
James P. Hackett
|
|
|
|
2010
|
|
|
|
$
|
792,000
|
|
|
|
$
|
1,069,250
|
|
|
|
$
|
101,988
|
|
|
|
$
|
225,305
|
|
|
|
$
|
51,828
|
|
|
|
$
|
2,240,371
|
|
President and Chief
|
|
|
|
2009
|
|
|
|
$
|
896,538
|
|
|
|
$
|
365,016
|
|
|
|
$
|
512,568
|
|
|
|
$
|
247,212
|
|
|
|
$
|
94,481
|
|
|
|
$
|
2,115,815
|
|
Executive Officer
|
|
|
|
2008
|
|
|
|
$
|
869,885
|
|
|
|
$
|
1,321,644
|
|
|
|
$
|
1,856,451
|
|
|
|
$
|
213,196
|
|
|
|
$
|
264,864
|
|
|
|
$
|
4,526,040
|
|
David C. Sylvester
|
|
|
|
2010
|
|
|
|
$
|
342,000
|
|
|
|
$
|
576,000
|
|
|
|
$
|
24,687
|
|
|
|
$
|
391,463
|
|
|
|
$
|
21,266
|
|
|
|
$
|
1,355,416
|
|
Vice President,
|
|
|
|
2009
|
|
|
|
$
|
377,115
|
|
|
|
$
|
125,021
|
|
|
|
$
|
157,434
|
|
|
|
$
|
914
|
|
|
|
$
|
43,869
|
|
|
|
$
|
704,353
|
|
Chief Financial Officer
|
|
|
|
2008
|
|
|
|
$
|
354,711
|
|
|
|
$
|
382,386
|
|
|
|
$
|
532,293
|
|
|
|
$
|
598,873
|
|
|
|
$
|
60,676
|
|
|
|
$
|
1,928,939
|
|
James G. Mitchell (6)
|
|
|
|
2010
|
|
|
|
$
|
345,047
|
|
|
|
$
|
522,240
|
|
|
|
$
|
33,290
|
|
|
|
$
|
138,125
|
|
|
|
$
|
460,211
|
|
|
|
$
|
1,498,913
|
|
President, Steelcase
|
|
|
|
2009
|
|
|
|
$
|
382,332
|
|
|
|
$
|
108,662
|
|
|
|
$
|
131,943
|
|
|
|
$
|
39,653
|
|
|
|
$
|
520,581
|
|
|
|
$
|
1,183,171
|
|
International
|
|
|
|
2008
|
|
|
|
$
|
400,192
|
|
|
|
$
|
279,091
|
|
|
|
$
|
585,464
|
|
|
|
$
|
172,092
|
|
|
|
$
|
598,743
|
|
|
|
$
|
2,035,582
|
|
Mark A. Baker
|
|
|
|
2010
|
|
|
|
$
|
403,570
|
|
|
|
$
|
629,760
|
|
|
|
$
|
37,938
|
|
|
|
$
|
385,616
|
|
|
|
$
|
23,351
|
|
|
|
$
|
1,480,235
|
|
Senior Vice
|
|
|
|
2009
|
|
|
|
$
|
433,731
|
|
|
|
$
|
155,458
|
|
|
|
$
|
207,206
|
|
|
|
|
|
|
|
|
$
|
49,522
|
|
|
|
$
|
845,917
|
|
President, Global
|
|
|
|
2008
|
|
|
|
$
|
414,231
|
|
|
|
$
|
504,359
|
|
|
|
$
|
716,496
|
|
|
|
$
|
39,542
|
|
|
|
$
|
65,558
|
|
|
|
$
|
1,740,186
|
|
Operations Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James P. Keane
|
|
|
|
2010
|
|
|
|
$
|
431,100
|
|
|
|
$
|
537,600
|
|
|
|
$
|
48,213
|
|
|
|
$
|
396,959
|
|
|
|
$
|
22,157
|
|
|
|
$
|
1,436,029
|
|
President,
|
|
|
|
2009
|
|
|
|
$
|
477,269
|
|
|
|
$
|
165,057
|
|
|
|
$
|
245,370
|
|
|
|
|
|
|
|
|
$
|
53,991
|
|
|
|
$
|
941,687
|
|
Steelcase Group
|
|
|
|
2008
|
|
|
|
$
|
479,038
|
|
|
|
$
|
579,991
|
|
|
|
$
|
914,059
|
|
|
|
$
|
19,961
|
|
|
|
$
|
56,853
|
|
|
|
$
|
2,049,902
|
|
Michael I. Love (7)
|
|
|
|
2010
|
|
|
|
$
|
326,688
|
|
|
|
$
|
384,000
|
|
|
|
$
|
32,140
|
|
|
|
$
|
119,116
|
|
|
|
$
|
421,185
|
|
|
|
$
|
1,283,129
|
|
Former President,
|
|
|
|
2009
|
|
|
|
$
|
355,038
|
|
|
|
$
|
84,003
|
|
|
|
$
|
153,222
|
|
|
|
$
|
66,934
|
|
|
|
$
|
42,107
|
|
|
|
$
|
701,304
|
|
Nurture by Steelcase
|
|
|
|
2008
|
|
|
|
$
|
348,761
|
|
|
|
$
|
271,094
|
|
|
|
$
|
560,410
|
|
|
|
$
|
71,981
|
|
|
|
$
|
56,874
|
|
|
|
$
|
1,309,120
|
|
|
|
|
(1) |
|
Fiscal years 2010 and 2009 included 52 weeks, and fiscal
year 2008 included 53 weeks. |
|
(2) |
|
The amounts shown in this column are the aggregate grant date
fair values computed in accordance with Financial Accounting
Standards Board Accounting Standards Codification Topic 718
(FASB ASC Topic 718) for performance units and
restricted units granted during the applicable fiscal year. The
assumptions made in the valuation of such awards are disclosed
in Note 15 to the consolidated financial statements
included in our annual report on
Form 10-K
for fiscal year 2010 filed with the SEC on April 26, 2010.
For the performance units, the grant date fair value is based
upon the probable outcome of the performance conditions and the
floor amount. Assuming that the highest level of performance
conditions will be achieved, the value of the performance units
granted in fiscal year 2010, based on the grant date market
price per share, would be $1,407,500 for James P. Hackett,
$844,500 for David C. Sylvester, $765,680 for James G. Mitchell,
$923,320 for Mark A. Baker, $788,200 for James P. Keane and
$563,000 for Michael I. Love. |
|
(3) |
|
The amounts shown in this column represent the sum of: |
|
|
|
(a) short-term MIP awards earned in fiscal years 2009 and
2008, |
30
|
|
|
|
|
(b) the cash portion of long-term MIP awards earned in
fiscal years 2009 and 2008 and |
|
|
|
(c) earnings for the applicable fiscal year on long-term
MIP awards earned in prior fiscal years. |
|
|
|
The short-term awards were paid in cash shortly after the end of
the applicable fiscal year. The cash portion of the long-term
awards are payable in three equal annual installments after the
end of the three following fiscal years. No short-term MIP
awards were earned, and no long-term awards were made, in fiscal
year 2010. |
|
|
|
The long-term awards are credited with an annual rate of return
which is paid at the time the related portion of the award is
paid. For fiscal years 2010 and 2009, the rates of return were
7.92% and 4.02%, respectively, and were based on an estimate of
our three-year incremental borrowing rate at the beginning of
the fiscal year. For fiscal year 2008, the rate of return was
equal to the percentage change in our shareholders equity
for the year (before the payment of dividends and the impact of
share issuances and repurchases). The amounts included in this
column for fiscal year 2010 for earnings on long-term MIP awards
made in prior years are as follows: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings payable
|
|
|
|
Earnings paid
|
|
|
after end of
|
|
|
|
after end of
|
|
|
fiscal years
|
Name
|
|
|
fiscal year 2010
|
|
|
2011 and 2012
|
James P. Hackett
|
|
|
$
|
72,382
|
|
|
|
$
|
29,606
|
|
David C. Sylvester
|
|
|
$
|
15,251
|
|
|
|
$
|
9,436
|
|
James G. Mitchell
|
|
|
$
|
23,718
|
|
|
|
$
|
9,572
|
|
Mark A. Baker
|
|
|
$
|
26,503
|
|
|
|
$
|
11,435
|
|
James P. Keane
|
|
|
$
|
34,194
|
|
|
|
$
|
14,019
|
|
Michael I. Love
|
|
|
$
|
22,888
|
|
|
|
$
|
9,252
|
|
|
|
|
|
|
The amounts shown for James G. Mitchell and David C. Sylvester
for fiscal year 2008 include earnings on long-term awards made
in prior fiscal years under our International Management
Incentive Plan, which operated similarly to the MIP. |
|
(4) |
|
The amounts shown in this column represent the net increase in
actuarial present value of the applicable officers
accumulated benefit under (a) our Executive Supplemental
Retirement Plan and (b) in the case of James P. Hackett and
James G. Mitchell, a deferred compensation agreement. For fiscal
year 2010, the change in the actuarial present value of the
accumulated benefit under the Executive Supplemental Retirement
Plan for each participant was predominantly the result of a
decrease in the discount rate from 8.0% to 5.3%, which had a
greater impact on participants who have not met retirement
eligibility. For fiscal year 2009, the change in the actuarial
present value of the accumulated benefit under the Executive
Supplemental Retirement Plan for Mark A. Baker and James P.
Keane were reductions of $42,019 and $79,796, respectively, so
the amounts are reflected as zero in accordance with the
SECs rules and regulations. For David C. Sylvester, the
change in fiscal year 2008 reflects the fact that he became a
participant in the plan during fiscal year 2008. Earnings under
our Deferred Compensation Plan are not included because they are
not earned at a preferential rate. |
|
(5) |
|
The amounts shown in this column for fiscal year 2010 include
the following: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends/
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
Equivalents on
|
|
|
Contributions under
|
|
|
|
|
|
All Other
|
|
|
|
Unvested Stock
|
|
|
Retirement or
|
|
|
|
|
|
Compensation
|
Name
|
|
|
Awards
|
|
|
Pension Plans
|
|
|
Other
|
|
|
Total
|
James P. Hackett
|
|
|
$
|
51,754
|
|
|
|
|
|
|
|
|
$
|
74
|
|
|
|
$
|
51,828
|
|
David C. Sylvester
|
|
|
$
|
21,167
|
|
|
|
|
|
|
|
|
$
|
99
|
|
|
|
$
|
21,266
|
|
James G. Mitchell
|
|
|
$
|
18,555
|
|
|
|
$
|
15,579
|
|
|
|
$
|
426,077
|
|
|
|
$
|
460,211
|
|
Mark A. Baker
|
|
|
$
|
23,252
|
|
|
|
|
|
|
|
|
$
|
99
|
|
|
|
$
|
23,351
|
|
James P. Keane
|
|
|
$
|
22,083
|
|
|
|
|
|
|
|
|
$
|
74
|
|
|
|
$
|
22,157
|
|
Michael I. Love
|
|
|
$
|
15,005
|
|
|
|
|
|
|
|
|
$
|
406,180
|
|
|
|
$
|
421,185
|
|
|
|
|
|
|
For James G. Mitchell, the amount shown in the Other
column includes (a) tax reimbursements, gross ups and
amounts paid by the company on his behalf of $269,232,
(b) perquisites received in |
31
|
|
|
|
|
connection with his expatriate assignment, consisting of housing
costs of $75,972, a cost of living adjustment, tax preparation
and consultation costs, auto expenses, home leave travel costs,
property management costs and home security expenses, and
(c) a physical examination. For Michael I. Love, the amount
shown in the Other column includes amounts paid to
Mr. Love in connection with the termination of his
employment of $406,106. |
|
(6) |
|
Amounts paid in Canadian dollars and Euros are converted to U.S.
dollars using the exchange rate on the date the amount was paid. |
|
(7) |
|
Michael I. Loves employment with us ended on
December 31, 2009. |
Incentive
Compensation Awards
The following table shows the awards granted to the named
executive officers during fiscal year 2010 under our incentive
compensation plans.
Fiscal Year 2010
Grants of Plan-Based Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
Estimated Future Payouts Under
|
|
|
Under Equity Incentive Plan
|
|
|
All Other
|
|
|
Fair Value of
|
|
|
|
|
|
|
Non-Equity Incentive Plan Awards
|
|
|
Awards
|
|
|
Stock
|
|
|
Stock and
|
Name
|
|
|
Grant Date
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Awards
|
|
|
Option Awards
|
James P. Hackett
|
|
|
|
3/26/09
|
(1)
|
|
|
$
|
0
|
|
|
|
$
|
792,000
|
|
|
|
$
|
1,584,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/27/09
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,750
|
|
|
|
|
131,250
|
|
|
|
|
206,250
|
|
|
|
|
43,750
|
|
|
|
$
|
1,069,250
|
|
David C. Sylvester
|
|
|
|
3/26/09
|
(1)
|
|
|
$
|
0
|
|
|
|
$
|
273,600
|
|
|
|
$
|
547,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/27/09
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,750
|
|
|
|
|
56,250
|
|
|
|
|
131,250
|
|
|
|
|
18,750
|
|
|
|
$
|
576,000
|
|
James G. Mitchell
|
|
|
|
3/26/09
|
(1)
|
|
|
$
|
0
|
|
|
|
$
|
185,178
|
|
|
|
$
|
370,356
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/27/09
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,000
|
|
|
|
|
51,000
|
|
|
|
|
119,000
|
|
|
|
|
17,000
|
|
|
|
$
|
522,240
|
|
Mark A. Baker
|
|
|
|
3/26/09
|
(1)
|
|
|
$
|
0
|
|
|
|
$
|
322,784
|
|
|
|
$
|
645,568
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/27/09
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,500
|
|
|
|
|
61,500
|
|
|
|
|
143,500
|
|
|
|
|
20,500
|
|
|
|
$
|
629,760
|
|
James P. Keane
|
|
|
|
3/26/09
|
(1)
|
|
|
$
|
0
|
|
|
|
$
|
344,880
|
|
|
|
$
|
689,760
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/27/09
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,500
|
|
|
|
|
52,500
|
|
|
|
|
122,500
|
|
|
|
|
17,500
|
|
|
|
$
|
537,600
|
|
Michael I. Love
|
|
|
|
3/26/09
|
(1)
|
|
|
$
|
0
|
|
|
|
$
|
160,650
|
|
|
|
$
|
321,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/27/09
|
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500
|
|
|
|
|
37,500
|
|
|
|
|
87,500
|
|
|
|
|
12,500
|
|
|
|
$
|
384,000
|
|
|
|
|
(1) |
|
These lines show the potential payout opportunity for short-term
MIP awards for fiscal year 2010, as described below. Following
the end of fiscal year 2010, actual performance resulted in
these awards being earned at 0% of target, and no amounts were
paid out. |
|
(2) |
|
These lines show performance unit awards made under our
Incentive Compensation Plan, as described below. The number of
shares shown in the All Other Stock Awards column represents the
floor amount, as described below. The grant date fair value is
based upon the probable outcome of the performance conditions
and the floor amount. |
MIP
awards
The short-term MIP awards granted for fiscal year 2010 were
based on EVA achievement compared to a target of
$0.0 million. In March 2010, the Compensation Committee
confirmed the performance results, and the awards were earned at
0% of target.
Performance
unit awards
The performance unit awards granted in fiscal year 2010 can be
earned based on the achievement of certain TSR levels for fiscal
years 2010 through 2012 relative to the industrial subset of
companies within the S&P MidCap 400 index. TSR includes the
change in trading price and dividends paid on our Class A
Common Stock during the performance period and is stated as a
percentage relative to the trading price just prior to the
beginning of the performance period.
32
A floor amount equal to 25% of the target number of shares will
be earned regardless of the level of relative TSR achieved, and
the levels of relative TSR performance that would result in the
award of the threshold, target or maximum number of shares are
as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Measure
|
|
|
Threshold
|
|
|
|
Target
|
|
|
|
Maximum
|
|
Relative TSR
|
|
|
|
30th
percentile
|
|
|
|
|
50th
percentile
|
|
|
|
|
90th percentile
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During the performance period, dividend equivalent payments are
made based on the target number of shares for each award, and at
the end of fiscal year 2012, the number of performance units
earned will be issued as Class A Common Stock.
Employment
Agreement
None of the named executive officers other than James G.
Mitchell has an employment agreement with us.
Mr. Mitchells employment agreement was entered into
in January 2003 and was amended in June 2004 and December 2009.
Mr. Mitchells employment agreement defines the terms
of his expatriate assignment and the benefits which will be
provided in the event of the termination of his employment
(1) by Mr. Mitchell or by us for cause, (2) by us
without cause or (3) by retirement. The agreement provides
that Mr. Mitchell will be entitled to receive certain
expatriate benefits, as described in Compensation Discussion
and Analysis under the heading Other Programs and
PracticesPerquisites and Other Benefits and that
Mr. Mitchell is eligible for early retirement under our
Executive Supplement Retirement Plan at an earlier point than
other participants, as described below under the heading
Pension BenefitsExecutive Supplemental Retirement
Plan. The benefits that Mr. Mitchell is entitled to
receive upon a termination of his employment are detailed below
under the heading Termination or Change in Control
Payments, and these benefits are contingent on the
execution of a release. The employment agreement also contains a
commitment by Mr. Mitchell not to compete with us for a
period of one year from the date of his termination.
Outstanding
Equity Awards
The following table shows the equity awards granted to the named
executive officers under our Incentive Compensation Plan which
remained outstanding at the end of fiscal year 2010, including
(1) unexercised stock options, (2) unvested restricted
units and (3) unearned or unvested performance shares and
performance units. The market values shown in the table are
based on the closing price of our Class A Common Stock at
the end of fiscal year 2010 of $6.57 per share.
Fiscal Year 2010
Outstanding Equity Awards at Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Payout
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Number of
|
|
|
Value of
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
Unearned
|
|
|
Unearned
|
|
|
|
Securities
|
|
|
Securities
|
|
|
of Shares
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Shares or
|
|
|
Shares,
|
|
|
Shares,
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
Units or
|
|
|
Units or
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Stock That
|
|
|
Stock That
|
|
|
Other Rights
|
|
|
Other Rights
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
Have Not
|
|
|
That Have
|
|
|
That Have
|
Name
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Options
|
|
|
Price
|
|
|
Date
|
|
|
Vested
|
|
|
Vested
|
|
|
Not Vested
|
|
|
Not Vested
|
James P. Hackett:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
|
|
|
|
408,099
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14.81
|
|
|
|
|
3/20/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,716
|
(1)
|
|
|
$
|
136,104
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,734
|
(2)
|
|
|
$
|
142,792
|
|
|
|
|
|
|
|
|
|
|
|
Performance shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21,000
|
(3)
|
|
|
$
|
137,970
|
|
Performance units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43,750
|
(4)
|
|
|
$
|
287,438
|
|
|
|
|
206,250
|
(4)
|
|
|
$
|
1,355,063
|
|
33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
Market or
|
|
|
|
|
|
|
|
|
|
Plan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Payout
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
|
|
|
|
|
|
|
|
|
Market
|
|
|
Number of
|
|
|
Value of
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Number
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Value of
|
|
|
Unearned
|
|
|
Unearned
|
|
|
|
Securities
|
|
|
Securities
|
|
|
of Shares
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
Shares or
|
|
|
Shares,
|
|
|
Shares,
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
Units or
|
|
|
Units or
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
Option
|
|
|
Stock That
|
|
|
Stock That
|
|
|
Other Rights
|
|
|
Other Rights
|
|
|
|
Options
|
|
|
Options
|
|
|
Unearned
|
|
|
Exercise
|
|
|
Expiration
|
|
|
Have Not
|
|
|
Have Not
|
|
|
That Have
|
|
|
That Have
|
Name
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Options
|
|
|
Price
|
|
|
Date
|
|
|
Vested
|
|
|
Vested
|
|
|
Not Vested
|
|
|
Not Vested
|
David C. Sylvester:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
|
|
|
|
27,777
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14.81
|
|
|
|
|
3/20/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,652
|
(1)
|
|
|
$
|
43,704
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,154
|
(2)
|
|
|
$
|
47,002
|
|
|
|
|
|
|
|
|
|
|
|
Performance shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,500
|
(3)
|
|
|
$
|
49,275
|
|
Performance units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,750
|
(4)
|
|
|
$
|
123,188
|
|
|
|
|
131,250
|
(4)
|
|
|
$
|
862,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James G. Mitchell:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
|
|
|
|
33,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14.81
|
|
|
|
|
3/20/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,901
|
(1)
|
|
|
$
|
45,340
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,762
|
(2)
|
|
|
$
|
37,856
|
|
|
|
|
|
|
|
|
|
|
|
Performance units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,000
|
(3)
|
|
|
$
|
45,990
|
|
Performance units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,000
|
(4)
|
|
|
$
|
111,690
|
|
|
|
|
119,000
|
(4)
|
|
|
$
|
781,830
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark A. Baker:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
|
|
|
|
14,953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9.46
|
|
|
|
|
3/21/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
|
|
|
|
26,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
11.62
|
|
|
|
|
3/20/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
|
|
|
|
77,777
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14.81
|
|
|
|
|
3/20/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,912
|
(1)
|
|
|
$
|
51,982
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,967
|
(2)
|
|
|
$
|
58,913
|
|
|
|
|
|
|
|
|
|
|
|
Performance shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,250
|
(3)
|
|
|
$
|
60,773
|
|
Performance units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,500
|
(4)
|
|
|
$
|
134,685
|
|
|
|
|
143,500
|
(4)
|
|
|
$
|
942,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James P. Keane:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
|
|
|
|
33,228
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
9.46
|
|
|
|
|
3/21/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
|
|
|
|
61,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
11.62
|
|
|
|
|
3/20/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
|
|
|
|
111,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14.81
|
|
|
|
|
3/20/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,169
|
(1)
|
|
|
$
|
66,810
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,161
|
(2)
|
|
|
$
|
66,101
|
|
|
|
|
|
|
|
|
|
|
|
Performance shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,250
|
(3)
|
|
|
$
|
60,773
|
|
Performance units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,500
|
(4)
|
|
|
$
|
114,975
|
|
|
|
|
122,500
|
(4)
|
|
|
$
|
804,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael I. Love:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
|
|
|
|
59,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
11.62
|
|
|
|
|
3/20/11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock option
|
|
|
|
44,444
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
14.81
|
|
|
|
|
3/20/12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,662
|
(1)
|
|
|
$
|
43,769
|
|
|
|
|
|
|
|
|
|
|
|
Restricted units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,736
|
(2)
|
|
|
$
|
44,256
|
|
|
|
|
|
|
|
|
|
|
|
Performance shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,000
|
(3)
|
|
|
$
|
19,710
|
|
Performance units
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,500
|
(4)
|
|
|
$
|
82,125
|
|
|
|
|
87,500
|
(4)
|
|
|
$
|
574,875
|
|
|
|
|
(1) |
|
These restricted units will vest at the end of fiscal year 2011. |
|
(2) |
|
These restricted units will vest 50% at the end of fiscal year
2011 and 50% at the end of fiscal year 2012. |
|
(3) |
|
These performance shares and units can be earned based on the
satisfaction of certain performance conditions over fiscal years
2009 through 2011 and, if earned, will vest in full at the end
of fiscal year 2011. Because the cumulative performance as of
the end of fiscal year 2010 was below the threshold performance
goals for these awards, the number of shares and market values
shown are based upon the threshold number of shares under the
award, in accordance with the SECs rules and regulations. |
|
(4) |
|
These performance units can be earned based on the satisfaction
of certain performance conditions over fiscal years 2010 through
2012 and, if earned, will vest in full at the end of fiscal year
2012. A |
34
|
|
|
|
|
floor amount equal to 25% of the target award will be earned
regardless of the level of performance and is reported in the
Number of Shares or Units of Stock That Have Not Vested column.
Because the performance as of the end of fiscal year 2010 was
above the target performance goals for these awards, the number
of shares and market values shown in the Equity Incentive Plan
Awards columns are based upon the maximum number of shares under
the award, excluding the floor amount, in accordance with the
SECs rules and regulations. |
Option Award
Exercises and Stock Award Vesting
The following table shows (1) stock options exercised by
the named executive officers during fiscal year 2010 and
(2) stock awards (including restricted stock and units and
performance shares and units) previously granted to the named
executive officers which vested during fiscal year 2010.
Fiscal Year 2010
Option Exercises and Stock Vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired on
|
|
|
Value Realized
|
|
|
Number of Shares
|
|
|
Value Realized
|
Name
|
|
|
Exercise
|
|
|
on Exercise
|
|
|
Acquired on Vesting
|
|
|
on Vesting (1)
|
James P. Hackett
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41,318
|
|
|
|
$
|
271,459
|
|
David C. Sylvester
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,727
|
|
|
|
$
|
115,981
|
|
James G. Mitchell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,110
|
|
|
|
$
|
79,563
|
|
Mark A. Baker
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,383
|
|
|
|
$
|
114,206
|
|
James P. Keane
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,187
|
|
|
|
$
|
132,629
|
|
Michael I. Love
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,625
|
|
|
|
$
|
76,376
|
|
|
|
|
(1) |
|
The amounts shown in this column are calculated by multiplying
(a) the closing market price of our Class A Common
Stock on the date of vesting by (b) the number of shares
vested. These values do not reflect any deduction for shares
forfeited to cover applicable tax withholding. |
Pension
Benefits
The following table shows information regarding each plan that
provides for payments or other benefits to the named executive
officers at, following or in connection with retirement.
Fiscal Year 2010
Pension Benefits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Years
|
|
|
|
|
|
|
|
|
|
Credited
|
|
|
Present Value of
|
Name
|
|
|
Plan Name
|
|
|
Service (1)
|
|
|
Accumulated Benefit (2)
|
James P. Hackett
|
|
|
Executive Supplemental Retirement Plan
|
|
|
|
19
|
|
|
|
$
|
3,260,001
|
|
|
|
|
Deferred Compensation Agreement
|
|
|
|
Not applicable
|
|
|
|
$
|
373,296
|
|
David C. Sylvester
|
|
|
Executive Supplemental Retirement Plan
|
|
|
|
2
|
|
|
|
$
|
991,250
|
|
James G. Mitchell
|
|
|
Executive Supplemental Retirement Plan
|
|
|
|
15
|
|
|
|
$
|
1,728,512
|
|
|
|
|
Deferred Compensation Agreement
|
|
|
|
Not applicable
|
|
|
|
$
|
200,415
|
|
Mark A. Baker
|
|
|
Executive Supplemental Retirement Plan
|
|
|
|
7
|
|
|
|
$
|
1,231,003
|
|
James P. Keane
|
|
|
Executive Supplemental Retirement Plan
|
|
|
|
8
|
|
|
|
$
|
1,266,113
|
|
Michael I. Love
|
|
|
Executive Supplemental Retirement Plan
|
|
|
|
8
|
|
|
|
$
|
1,630,625
|
|
|
|
|
(1) |
|
The numbers shown in this column for the Executive Supplemental
Retirement Plan represent the number of full years the executive
officer has participated in the plan as of the end of fiscal
year 2010. Eligibility and benefits under this plan are based on
age and continuous years of service with our company, as well as
a vesting schedule as described below. |
|
(2) |
|
The amounts shown in this column represent the actuarial present
value of the executive officers accumulated benefits under
the applicable plan or agreement as of the end of fiscal year
2010. |
35
|
|
|
|
|
These amounts were calculated using the same assumptions used
for financial reporting purposes under generally accepted
accounting principles, which are disclosed in Note 12 to the
consolidated financial statements included in our annual report
on
Form 10-K
for fiscal year 2010 filed with the SEC on April 26, 2010. |
Executive
Supplemental Retirement Plan
Our Executive Supplemental Retirement Plan, or SERP, is an
unfunded plan that provides certain defined benefits to
participants who are approved by the Compensation Committee.
Participants do not make contributions to the SERP, which pays
the following benefits following a qualifying retirement, death
or total disability:
|
|
|
|
|
five annual payments equal to the sum of (1) 70% of the
participants average base salary for the three consecutive
calendar years prior to retirement, death or total disability
plus (2) $50,000, followed by
|
|
|
|
ten annual payments of $50,000.
|
A participant is eligible for normal retirement under the SERP
at age 65. A participant is eligible for early retirement
under the SERP when the participants age plus years of
continuous service with our company equal 80 or more, but if the
participant retires before age 65, payments under the SERP
for amounts treated as deferred prior to January 1, 2005
will not start until after the participant has reached
age 65 and payments for amounts treated as deferred on or
after January 1, 2005 will start on the participants
early retirement date, unless otherwise elected by the
participant. Under the terms of his employment agreement, James
G. Mitchell is eligible for early retirement under the SERP when
his age plus years of continuous service with our company equals
73. None of the named executive officers is age 65 or
older, but James P. Hackett and James G. Mitchell meet the
requirements for early retirement, and Michael I. Love met the
requirements for early retirement prior to the termination of
his employment in December 2009.
Participants are fully vested in the SERP after seven years of
participation in the plan, with partial vesting beginning at 20%
after three years of participation and increasing 20% per year
thereafter. For example, after five years of participation in
the SERP, a participant is 60% vested and would receive payments
equal to 60% of the amounts described above if he or she
qualified for retirement and retired at that point.
Deferred
Compensation Agreements
We have individual deferred compensation agreements with James
P. Hackett and James G. Mitchell under which they each deferred
a portion of their compensation from March 1996 to February
2001. These are unfunded arrangements and are similar to other
arrangements we entered into around the same time with other
senior employees.
Under his agreement, Mr. Hackett deferred an aggregate of
$250,000, and after he reaches age 70 in 2025, he will
receive a payment of $300,000 per year for a period of
15 years. Under his agreement, Mr. Mitchell deferred
an aggregate of $100,000, and after he reaches age 70 in
2020, he will receive a payment of $81,600 per year for a period
of 15 years. These payment streams reflect an implied
annual rate of return of approximately 8.55%. If either
Mr. Hackett or Mr. Mitchell dies before age 70,
his heirs would be entitled to receive reduced payments under
his agreement, and in the event his employment is terminated for
cause, we would pay him only the original amount he deferred.
36
Deferred
Compensation
The following table shows information for fiscal year 2010
regarding each plan under which compensation may be deferred on
a basis that is not tax-qualified.
Fiscal Year 2010
Nonqualified Deferred Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
|
|
|
Aggregate
|
|
|
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Aggregate Earnings
|
|
|
Withdrawals/
|
|
|
Aggregate Balance
|
Name
|
|
|
Last FY (1)
|
|
|
Last FY
|
|
|
in Last FY (2)
|
|
|
Distributions
|
|
|
at Last FYE (3)
|
James P. Hackett
|
|
|
$
|
18,574
|
|
|
|
|
|
|
|
|
$
|
115,899
|
|
|
|
$
|
399,652
|
(4)
|
|
|
$
|
201,667
|
|
David C. Sylvester
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
13,018
|
|
|
|
|
|
|
|
|
$
|
37,824
|
|
James G. Mitchell
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
21,191
|
|
|
|
|
|
|
|
|
$
|
87,506
|
|
Mark A. Baker
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
70,706
|
|
|
|
|
|
|
|
|
$
|
212,042
|
|
James P. Keane
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
34,634
|
|
|
|
|
|
|
|
|
$
|
176,262
|
|
Michael I. Love
|
|
|
$
|
47,633
|
|
|
|
|
|
|
|
|
$
|
170,475
|
|
|
|
|
|
|
|
|
$
|
606,545
|
|
|
|
|
(1) |
|
The amounts shown in this column are the amounts deferred by the
officers under our Deferred Compensation Plan. These amounts
represent salary earned during fiscal year 2010, or non-equity
incentive compensation earned in fiscal year 2009, that would
have been paid to the officer during fiscal year 2010 if it had
not been deferred under the Deferred Compensation Plan. |
|
(2) |
|
The amounts shown in this column are the earnings in the
officers accounts under both our Deferred Compensation
Plan and our Restoration Retirement Plan. These amounts are not
reported in the Summary Compensation Table because the earnings
are not preferential. |
|
(3) |
|
The amounts shown in this column are the combined balance of the
applicable executive officers accounts under our Deferred
Compensation Plan and our Restoration Retirement Plan. Of the
amounts contributed to these plans, $135,329 for James P.
Hackett, $26,640 for David C. Sylvester, $0 for James G.
Mitchell, $87,677 for Mark A. Baker, $105,939 for James P. Keane
and $281,850 for Michael I. Love were reported as compensation
in Summary Compensation Tables in our proxy statements for
previous fiscal years. |
|
(4) |
|
This amount represents a special lump-sum distribution elected
by James P. Hackett under the terms of the Deferred Compensation
Plan in accordance with the transition rules of the American
Jobs Creation Act of 2004. |
Deferred
Compensation Plan
Under our Deferred Compensation Plan, participants may elect to
defer up to 25% of their base salary
and/or up to
50% of their short-term award under the MIP into an unfunded
account with our company on a tax-deferred basis. Our company
does not make any contributions to the Deferred Compensation
Plan. Funds deferred under the Deferred Compensation Plan are
deemed invested in one or more market investment funds selected
by the participant and are payable to the participant after
termination of employment in either a lump sum or installments,
at the election of the participant.
Restoration
Retirement Plan
Our Restoration Retirement Plan is a non-qualified defined
contribution plan which is unfunded. Participants in our MIP for
whom contributions to our Retirement Plan are limited by
Section 401(a)(17) of the Internal Revenue Code may
participate in the Restoration Retirement Plan. We make annual
additions to a participants bookkeeping account under the
Restoration Retirement Plan at the same rate of contribution as
our Retirement Plan up to a combined maximum of two times the
limit under Section 401(a)(17).
The vesting period for our contributions to the Restoration
Retirement Plan is two years. Participants select from several
investment fund options for their accounts under the Retirement
Plan, and the rate of
37
return a participant earns on his or her Retirement Plan account
is also applied to the participants Restoration Retirement
Plan account. Following termination of employment, a
participants account balance in the Restoration Retirement
Plan, to the extent vested, is paid out to the participant
either in a lump sum or installments.
Termination or
Change in Control Payments
The following table shows the estimated payments that would have
been made to the named executive officers if a termination of
employment
and/or
change in control had happened on February 26, 2010, the
last day of our fiscal year 2010. The information presented in
the table for Michael I. Love reflects the amounts paid or
payable in connection with the termination of his employment as
of December 31, 2009.
The various circumstances under which payments would have been
made are categorized as follows:
|
|
|
|
|
Retirementmeaning the officer voluntarily
terminated his employment and was eligible for retirement or
early retirement benefits under the applicable plan, which
generally occurs when the officers age plus years of
continuous service at our company equals or exceeds 80. James P.
Hackett and James G. Mitchell were the only named executive
officers who were eligible to receive certain retirement or
early retirement benefits as of February 26, 2010, so we do
not present any information about payments that would be made
upon retirement to any of the other named executive officers.
|
|
|
|
Death or disabilitymeaning the officer died or the
officers employment terminated due to a
disability, as defined in the applicable plans.
|
|
|
|
Termination without causemeaning we terminated the
officers employment without cause, as defined
in the applicable plans.
|
|
|
|
Change in controlmeaning a change in
control of our company (as defined in the applicable
plans) had taken place, regardless of whether or not the
officers employment terminated.
|
|
|
|
Termination after change in controlmeaning the
officers employment terminated within two years after a
change in control either (a) by us (or our successor)
without cause or (b) by the officer for good
reason, as defined in the applicable plans. The amounts
reflected in the table below for a termination after change in
control would be reduced by those amounts which had been paid to
the officer upon the change in control which preceded his
termination. James G. Mitchell is not entitled to receive any
benefits upon a termination by him for good reason following a
change in control, and the benefits that he would be entitled to
receive upon a termination by us or our successor without cause
following a change in control are the same as the benefits he
would receive for a termination without cause without any change
in control occurring other than the benefits he would receive
with regard to outstanding stock awards.
|
38
Potential
Payments upon Termination or Change in Control
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and
|
|
|
Severance
|
|
|
MIP
|
|
|
Stock
|
|
|
|
|
|
Other
|
|
|
Excise Tax
|
|
|
|
Triggering Event
|
|
|
Payment (1)
|
|
|
Balance (2)
|
|
|
Awards (3)
|
|
|
SERP (4)
|
|
|
Benefits (5)
|
|
|
Gross Up (6)
|
|
|
Total
|
James P. Hackett:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement
|
|
|
|
|
|
|
|
$
|
403,419
|
|
|
|
$
|
1,921,397
|
|
|
|
$
|
3,260,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,584,817
|
|
Death or disability
|
|
|
|
|
|
|
|
$
|
403,419
|
|
|
|
$
|
1,149,782
|
|
|
|
$
|
3,260,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
4,813,202
|
|
Termination without cause
|
|
|
$
|
3,600,000
|
|
|
|
$
|
403,419
|
|
|
|
$
|
1,921,397
|
|
|
|
$
|
3,260,001
|
|
|
|
$
|
37,150
|
|
|
|
|
|
|
|
|
$
|
9,221,967
|
|
Change in control
|
|
|
|
|
|
|
|
$
|
403,419
|
|
|
|
$
|
1,037,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,441,151
|
|
Termination after change in control
|
|
|
$
|
5,400,000
|
|
|
|
$
|
403,419
|
|
|
|
$
|
1,037,732
|
|
|
|
$
|
3,260,487
|
|
|
|
$
|
37,150
|
|
|
|
|
|
|
|
|
$
|
10,138,788
|
|
David C. Sylvester:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or disability
|
|
|
|
|
|
|
|
$
|
128,580
|
|
|
|
$
|
449,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
578,223
|
|
Termination without cause
|
|
|
$
|
684,000
|
|
|
|
$
|
128,580
|
|
|
|
$
|
213,893
|
|
|
|
|
|
|
|
|
$
|
28,051
|
|
|
|
|
|
|
|
|
$
|
1,054,523
|
|
Change in control
|
|
|
|
|
|
|
|
$
|
128,580
|
|
|
|
$
|
402,780
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
531,360
|
|
Termination after change in control
|
|
|
$
|
1,368,000
|
|
|
|
$
|
128,580
|
|
|
|
$
|
402,780
|
|
|
|
$
|
1,341,553
|
|
|
|
$
|
28,051
|
|
|
|
$
|
846,351
|
|
|
|
$
|
4,115,315
|
|
James G. Mitchell:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,728,512
|
|
|
|
$
|
121,056
|
|
|
|
|
|
|
|
|
$
|
1,849,568
|
|
Death or disability
|
|
|
|
|
|
|
|
$
|
125,620
|
|
|
|
$
|
410,532
|
|
|
|
$
|
1,728,512
|
|
|
|
$
|
121,056
|
|
|
|
|
|
|
|
|
$
|
2,385,720
|
|
Termination without cause
|
|
|
$
|
1,349,324
|
|
|
|
$
|
125,620
|
|
|
|
$
|
194,886
|
|
|
|
$
|
1,728,512
|
|
|
|
$
|
141,056
|
|
|
|
|
|
|
|
|
$
|
3,539,398
|
|
Change in control
|
|
|
|
|
|
|
|
$
|
125,620
|
|
|
|
$
|
367,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
493,514
|
|
Termination after change in control
|
|
|
$
|
1,349,324
|
|
|
|
$
|
125,620
|
|
|
|
$
|
367,894
|
|
|
|
$
|
1,728,512
|
|
|
|
$
|
141,056
|
|
|
|
|
|
|
|
|
$
|
3,712,406
|
|
Mark A. Baker:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or disability
|
|
|
|
|
|
|
|
$
|
155,822
|
|
|
|
$
|
513,339
|
|
|
|
$
|
1,861,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,530,450
|
|
Termination without cause
|
|
|
$
|
828,000
|
|
|
|
$
|
155,822
|
|
|
|
$
|
245,580
|
|
|
|
|
|
|
|
|
$
|
38,118
|
|
|
|
|
|
|
|
|
$
|
1,267,520
|
|
Change in control
|
|
|
|
|
|
|
|
$
|
155,822
|
|
|
|
$
|
461,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
617,115
|
|
Termination after change in control
|
|
|
$
|
1,656,000
|
|
|
|
$
|
155,822
|
|
|
|
$
|
461,293
|
|
|
|
$
|
1,603,591
|
|
|
|
$
|
38,118
|
|
|
|
|
|
|
|
|
$
|
3,914,824
|
|
James P. Keane:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death or disability
|
|
|
|
|
|
|
|
$
|
191,031
|
|
|
|
$
|
489,365
|
|
|
|
$
|
2,015,770
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,696,166
|
|
Termination without cause
|
|
|
$
|
862,200
|
|
|
|
$
|
191,031
|
|
|
|
$
|
247,886
|
|
|
|
|
|
|
|
|
$
|
38,360
|
|
|
|
|
|
|
|
|
$
|
1,339,477
|
|
Change in control
|
|
|
|
|
|
|
|
$
|
191,031
|
|
|
|
$
|
443,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
634,920
|
|
Termination after change in control
|
|
|
$
|
1,724,400
|
|
|
|
$
|
191,031
|
|
|
|
$
|
443,889
|
|
|
|
$
|
1,705,125
|
|
|
|
$
|
38,360
|
|
|
|
|
|
|
|
|
$
|
4,102,805
|
|
Michael I. Love:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without cause
|
|
|
$
|
571,200
|
|
|
|
$
|
437,947
|
|
|
|
$
|
688,502
|
|
|
|
$
|
1,630,625
|
|
|
|
$
|
43,352
|
|
|
|
|
|
|
|
|
$
|
3,371,626
|
|
|
|
|
(1) |
|
Severance Payment: The amounts shown in this column
reflect the severance payments that would be made pursuant to
our Executive Severance Plan (other than for James G. Mitchell),
determined as follows: |
|
|
|
For our CEO:
|
|
|
|
in the event of a termination without
cause, two times the sum of (a) his base salary on the date
of termination plus (b) his target short-term award under
the MIP for the year; and
|
|
|
|
in the event of a termination after
change in control, three times the sum of (a) and (b).
|
|
|
|
For each of the other named executive officers other
than James G. Mitchell and Michael I. Love:
|
|
|
|
in the event of a termination without
cause, one times the sum of (a) his base salary on the date
of termination plus (b) his target short-term award under
the MIP for the year; and
|
|
|
|
in the event of a termination after
change in control, two times the sum of (a) and (b).
|
|
|
|
For James G. Mitchell, in the event of a termination
without cause or a termination after a change of control, a
payment of $1,349,324 pursuant to the terms of his employment
agreement with us.
|
|
|
|
For Michael I. Love, the amount to be received by
Mr. Love in connection with termination of his employment
on December 31, 2009, including $382,704 included in the
All Other Compensation column of the Summary
Compensation Table and $188,496 to be paid 24 months after
his termination provided that Mr. Love does not engage in
competition with us.
|
39
|
|
|
(2) |
|
MIP Balance: The amounts shown in this column are the
balances of the officers accounts under the MIP which
would be paid pursuant to the Executive Severance Plan or the
MIP. These balances represent long-term MIP awards earned in
prior fiscal years which remain unpaid after the crediting of
interest and payment of amounts vested for 2010. In the event of
death, disability or retirement, the balance would be paid at
the time long-term MIP payments are made under the plan for each
plan year until the account is exhausted. For Michael I. Love,
the amount shown is the balance of his MIP account on
December 31, 2009. |
|
(3) |
|
Stock Awards: The amounts shown in this column are the
value of the officers unvested restricted units and
unearned performance shares and performance units that would
vest under certain circumstances pursuant to the Incentive
Compensation Plan. |
|
|
|
In the case of retirement, an officers unvested restricted
units and unearned performance shares and performance units
continue to vest and be earned in accordance with their terms
following retirement. For James P. Hackett, the amount shown in
the Retirement row represents the number of
restricted units he held as of February 26, 2010,
multiplied by the market price of our stock on that date, and
the value reflected for Mr. Hacketts performance
shares and performance units is based on the level of
performance through February 26, 2010 against performance
goals for those awards and using the market price of our stock
on that date. |
|
|
|
For Michael I. Love, the amount shown represents the number of
restricted units he held on December 31, 2009, multiplied
by the market price of our stock on that date, and the value
reflected for Mr. Loves performance shares and
performance units is based on the level of performance through
February 26, 2010 against performance goals for those
awards (as those awards continue to vest and be earned in
accordance with their terms) and using the market price of our
stock on December 31, 2009. |
|
(4) |
|
SERP: The amounts shown in this column in the
Retirement and Termination without cause
rows for James P. Hackett and James G. Mitchell, and in the
Termination after change in control row for James G.
Mitchell only, represent the present value of the benefits each
would receive under our Executive Supplemental Retirement Plan
in such events, as shown in the Fiscal Year 2010 Pension
Benefits Table. |
|
|
|
The amounts shown in this column in the Death or
disability row for each officer other than David C.
Sylvester and Michael I . Love represent the present value of
the benefits each would receive under the Executive Supplemental
Retirement Plan in the event of total disability. In the event
of death, the present values of the benefits that would be
received are slightly lower and are as follows: James P. Hackett
$3,237,189, James G. Mitchell $1,706,647, Mark A. Baker
$1,849,845 and James P. Keane $2,007,804. David C. Sylvester was
not vested in the Executive Supplement Retirement Plan as of
February 26, 2010 and thus would not receive any benefits
under the plan in the event of death or disability. |
|
|
|
The amounts shown in this column in the Termination after
change in control row for each officer other than James G.
Mitchell are the payments that would be made to the officer
pursuant to our Executive Severance Plan with regard to our
Executive Supplemental Retirement Plan in the event of a
termination after change in control. These payments represent
the present value of the benefits the officer would receive
under our Executive Supplemental Retirement Plan following
retirement, prorated to the extent the officer does not qualify
for normal or early retirement at the time of the change in
control, but with an additional three years of service and age
credited in the case of our CEO or two years of service and age
credited in the case of our other named executive officers. |
|
|
|
The amount shown in this column for Michael I. Love represents
the present value of the benefits Mr. Love will receive
under our Executive Supplement Retirement Plan as a result of
termination of his employment, as shown in the Fiscal Year 2010
Pension Benefits Table. |
|
(5) |
|
Other Benefits: The amounts shown in this column for each
officer other than James G. Mitchell are the sum of: |
|
|
|
the estimated cost to our company of outplacement
services that would be provided to the officer for up to
18 months following termination pursuant to the Executive
Severance Plan and
|
40
|
|
|
|
|
a lump sum payment that would be made under the
Executive Severance Plan equal to the premiums that the officer
would need to pay to continue health plan coverage for himself
and his eligible dependents under our benefit plans for a period
of 18 months.
|
|
|
|
For James G. Mitchell, the amounts shown in this column are the
sum of: |
|
|
|
the value of repatriation benefits that would be
provided to Mr. Mitchell in connection with any termination
of his employment pursuant to his employment agreement,
including relocation of Mr. Mitchell and his spouse,
movement of household goods, a miscellaneous relocation
allowance, a foreign assignment premium (a cash payment fixed at
Canadian $9,567), tax
gross-ups
and equalization payments and tax consulting and preparation
services, and
|
|
|
|
the estimated cost to our company of outplacement
services that would be provided to Mr. Mitchell following
termination without cause or termination after change in control
pursuant to his employment agreement.
|
|
(6) |
|
Excise Tax
Gross-Up:
The amounts shown in this column are the amounts that would
be paid under the Executive Severance Plan to cover any excise
taxes due by the officers for the payments and benefits received
in connection with a termination after change in control. |
In addition to the amounts shown in the Potential Payments upon
Termination or Change in Control table, the named executive
officers would receive:
|
|
|
|
|
any base salary and vacation pay which had been earned through
the end of the fiscal year but not yet paid or used;
|
|
|
|
their short-term MIP award for the fiscal year and a portion of
their long-term MIP awards from prior years, which they would
receive, not as severance or an acceleration of benefits, but
because they would have been an employee for the full fiscal
year;
|
|
|
|
the vested balance of their account under our Retirement Plan,
which is available generally to all U.S. employees and does
not discriminate in favor of the executive officers;
|
|
|
|
in the case of James G. Mitchell only, the vested balance of his
account under the Steelcase Canada Revised Pension Plan, which
is available generally to all Canadian employees and does not
discriminate in favor of executive officers;
|
|
|
|
the vested balance of their account under the Restoration
Retirement Plan and the balance of their account under the
Deferred Compensation Plan, both of which are shown in the
Fiscal Year 2010 Nonqualified Deferred Compensation table;
|
|
|
|
in the event of retirement only, the right to receive certain
healthcare benefits, as described above in Compensation
Discussion and Analysis under the heading Retirement
Plans and Practices; and
|
|
|
|
other welfare benefits, such as a family death benefit in the
event of death of the employee, which are available generally to
all U.S. employees of Steelcase Inc.
|
The Potential Payments upon Termination or Change in Control
table does not include any payments that would be made to James
P. Hackett or James G. Mitchell pursuant to their individual
deferred compensation agreements with us, as payments under
those agreements are not triggered by termination of employment
or a change in control.
Generally, the amounts reflected in the Potential Payments upon
Termination or Change in Control table would be paid to the
applicable officer in a lump sum following termination of
employment or change in control, pursuant to the terms of the
applicable plans; however, portions of such amounts would be
paid six months after the applicable triggering date and two
years after the applicable triggering date. In addition, certain
of the amounts reflected in the table are subject to forfeiture
in the event the officer competes with us or in the event of
certain restatements of our financial statements. See the
Compensation Discussion and Analysis under the heading
Other Programs and PracticesNon-compete and Other
Forfeiture Provisions for a discussion of these conditions.
41
DIRECTOR
COMPENSATION
Standard
Arrangements
Our standard compensation arrangements for our outside directors
during fiscal year 2010 were as follows:
|
|
|
|
|
|
|
|
|
|
|
Type of Compensation
|
|
|
Director
|
|
|
Board Chair
|
Board Annual Retainer
|
|
|
$
|
68,000
|
|
|
|
$
|
127,500
|
|
Committee Chair Annual Retainers:
|
|
|
|
|
|
|
|
|
|
|
Audit Committee
|
|
|
$
|
10,000
|
|
|
|
|
|
|
Compensation Committee
|
|
|
$
|
10,000
|
|
|
|
|
|
|
Nominating and Corporate Governance Committee
|
|
|
$
|
5,000
|
|
|
|
|
|
|
The annual retainer amounts were reduced for fiscal year 2010 by
15%, and the prior retainer levels of $80,000 for each director
and $150,000 for the Board Chair have been reinstated for fiscal
year 2011.
Board annual retainers and committee chair annual retainers are
paid 50% in cash and the remaining 50% in either of the
following, as selected by the individual director:
|
|
|
|
|
a deemed investment in Class A Common Stock under our
Non-Employee Director Deferred Compensation Plan or
|
|
|
|
Class A Common Stock issued under our Incentive
Compensation Plan.
|
All shares granted to our directors as part of their non-cash
director compensation are granted in the form of our
Class A Common Stock, pursuant to our Incentive
Compensation Plan. The number of shares issued is based on the
fair market value of the Class A Common Stock on the date
the shares are issued.
Each outside director (including committee chairs but excluding
the Board Chair) also receives $1,500 per committee meeting
attended, paid in cash. James P. Hackett, our President and CEO,
is also a director, but he does not receive any additional
compensation for his service as a director or committee member
because he is an employee.
All directors (including committee chairs and the Board Chair)
are reimbursed for reasonable
out-of-pocket
expenses incurred to attend Board and committee meetings.
Non-Employee
Director Deferred Compensation Plan
Each of our outside directors is eligible to participate in our
Non-Employee Director Deferred Compensation Plan. Under this
plan, directors may defer all or part of their retainer
and/or
committee fees until they no longer serve on our Board. A
participating director may elect to have the deferred amount
deemed invested in Class A Common Stock or several other
investment funds.
42
Director
Compensation
The table below shows the compensation earned by each of our
directors, other than our CEO, in fiscal year 2010.
Fiscal Year
2010 Director Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
|
|
|
Option
|
|
|
|
Name
|
|
|
Paid in Cash (1)
|
|
|
Awards (2)
|
|
|
Total
|
William P. Crawford
|
|
|
$
|
72,500
|
|
|
|
|
|
|
|
|
$
|
72,500
|
|
Earl D. Holton
|
|
|
$
|
77,000
|
|
|
|
|
|
|
|
|
$
|
77,000
|
|
Michael J. Jandernoa (3)
|
|
|
$
|
78,500
|
|
|
|
|
|
|
|
|
$
|
78,500
|
|
David W. Joos
|
|
|
$
|
85,500
|
|
|
|
|
|
|
|
|
$
|
85,500
|
|
Elizabeth Valk Long
|
|
|
$
|
81,500
|
|
|
|
|
|
|
|
|
$
|
81,500
|
|
Robert C. Pew III
|
|
|
$
|
127,500
|
|
|
|
|
|
|
|
|
$
|
127,500
|
|
Cathy D. Ross
|
|
|
$
|
94,500
|
|
|
|
|
|
|
|
|
$
|
94,500
|
|
Peter M. Wege II
|
|
|
$
|
78,500
|
|
|
|
|
|
|
|
|
$
|
78,500
|
|
P. Craig Welch, Jr.
|
|
|
$
|
81,500
|
|
|
|
|
|
|
|
|
$
|
81,500
|
|
Kate Pew Wolters
|
|
|
$
|
80,500
|
|
|
|
|
|
|
|
|
$
|
80,500
|
|
|
|
|
(1) |
|
The amounts shown in this column include amounts paid in cash
and amounts which our directors elected to receive in shares of
our Class A Common Stock or defer under our Non-Employee
Director Deferred Compensation Plan. Shown in the table below
are: |
|
|
|
|
|
the number of shares of our Class A Common Stock issued
during the fiscal year to those directors who elected to receive
a portion of their retainer in the form of shares;
|
|
|
|
the number of shares deemed credited under the Non-Employee
Director Deferred Compensation Plan during the fiscal year to
those directors who elected to defer a portion of their retainer
and/or fees
as a deemed investment in Class A Common Stock; and
|
|
|
|
the amount of deemed investment in Class A Common Stock
under the Non-Employee Director Deferred Compensation Plan by
each director as of the end of the fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
|
Shares
|
|
|
Stock
|
|
|
Deferred
|
|
|
|
Received
|
|
|
Credited
|
|
|
Stock as of
|
Director
|
|
|
During FY
|
|
|
During FY
|
|
|
FY End
|
William P. Crawford
|
|
|
|
|
|
|
|
|
6,824
|
|
|
|
|
17,859
|
|
Earl D. Holton
|
|
|
|
6,250
|
|
|
|
|
1,174
|
|
|
|
|
30,885
|
|
Michael J. Jandernoa
|
|
|
|
|
|
|
|
|
7,767
|
|
|
|
|
18,100
|
|
David W. Joos
|
|
|
|
|
|
|
|
|
21,569
|
|
|
|
|
43,496
|
|
Elizabeth Valk Long
|
|
|
|
|
|
|
|
|
17,055
|
|
|
|
|
60,910
|
|
Robert C. Pew III
|
|
|
|
11,720
|
|
|
|
|
|
|
|
|
|
|
|
Cathy D. Ross
|
|
|
|
917
|
|
|
|
|
7,594
|
|
|
|
|
17,944
|
|
Peter M. Wege II
|
|
|
|
6,250
|
|
|
|
|
164
|
|
|
|
|
4,316
|
|
P. Craig Welch, Jr.
|
|
|
|
12,501
|
|
|
|
|
4,120
|
|
|
|
|
43,954
|
|
Kate Pew Wolters
|
|
|
|
6,708
|
|
|
|
|
60
|
|
|
|
|
1,573
|
|
|
|
|
(2) |
|
No options were awarded to directors in fiscal year 2010. The
aggregate number of options held by each of our directors as of
the end of fiscal year 2010 is as follows: |
43
|
|
|
|
|
|
|
|
|
Options
|
|
|
|
Held as of
|
Director
|
|
|
FY End
|
William P. Crawford
|
|
|
|
15,130
|
|
Earl D. Holton
|
|
|
|
74,117
|
|
Michael J. Jandernoa
|
|
|
|
|
|
David W. Joos
|
|
|
|
8,888
|
|
Elizabeth Valk Long
|
|
|
|
15,130
|
|
Robert C. Pew III
|
|
|
|
23,148
|
|
Cathy D. Ross
|
|
|
|
|
|
Peter M. Wege II
|
|
|
|
23,148
|
|
P. Craig Welch, Jr.
|
|
|
|
23,148
|
|
Kate Pew Wolters
|
|
|
|
8,888
|
|
|
|
|
All of the options shown above are fully vested and have
exercise prices ranging from $9.57 to $14.86 per share.
|
|
|
|
(3) |
|
Mr. Jandernoa resigned from the Board effective in March
2010. |
Director Stock
Ownership Guidelines
Our non-employee directors are required to elect to take at
least 50% of their board annual retainers and committee chair
annual retainers in the form of either a deemed investment in
Class A Common Stock under our Non-Employee Director
Deferred Compensation Plan or Class A Common Stock issued
under our Incentive Compensation Plan. Amounts deferred under
our Non-Employee Director Deferred Compensation Plan are
deferred until the director no longer serves on the Board, and
our Board expects that any shares issued to outside directors
under our Incentive Compensation Plan will be held by the
directors while they serve on the Board.
Other
Benefits
During fiscal year 2010, each of our outside directors who is
not a retiree of our company was eligible to receive healthcare
coverage under our Benefit Plan for Outside Directors, which
provides coverage comparable to the Steelcase Inc. Employee
Benefit Plan generally available to all employees of Steelcase
Inc. The cost of participating in this plan is reported as
taxable income for the director. The table below shows, for each
outside director who participated in the plan during fiscal year
2010, the amount of taxable income relating to such
participation.
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
|
|
2010 Taxable
|
Participating Directors
|
|
|
Income
|
Michael J. Jandernoa
|
|
|
$
|
10,608
|
|
Robert C. Pew III
|
|
|
$
|
11,211
|
|
Peter M. Wege II
|
|
|
$
|
10,450
|
|
P. Craig Welch, Jr.
|
|
|
$
|
11,211
|
|
Kate Pew Wolters
|
|
|
$
|
5,340
|
|
Other Payments
Received by Certain Directors
William P. Crawford and Robert C. Pew III currently receive
or are entitled to receive payments under supplemental
retirement
and/or
deferred compensation arrangements that were in effect when
their active employment with us ended. Mr. Crawford also
participates in our retiree healthcare benefit plans on the same
terms as other U.S. retirees. Their rights to receive those
payments and benefits are not conditioned on continued service
on our Board.
44
STOCK OWNERSHIP
OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
The tables on the following pages show the amount of
Class A Common Stock and Class B Common Stock
beneficially owned by certain persons. Generally, a person
beneficially owns shares if the person has or shares
with others the right to vote or dispose of those shares, or if
the person has the right to acquire voting or disposition rights
within 60 days (for example, by exercising options). Except
as stated in the notes following the tables, each person has the
sole power to vote and dispose of the shares shown in the tables
as beneficially owned.
Each share of Class B Common Stock can be converted into
one share of Class A Common Stock at the option of the
holder. Ownership of Class B Common Stock is, therefore,
deemed to be beneficial ownership of Class A Common Stock
under the SECs rules and regulations. However, the number
of shares of Class A Common Stock and percentages shown for
Class A Common Stock in the following tables do not account
for this conversion right in order to avoid duplications in the
number of shares and percentages that would be shown in the
table.
Directors and
Executive Officers
This table shows the amount of common stock beneficially owned
as of April 26, 2010 by (a) each of our current
directors, (b) each of our current executive officers named
in the Summary Compensation Table and (c) all of our
current directors and executive officers as a group. The address
of each director and executive officer is 901 44th Street
SE, Grand Rapids, MI 49508.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A Common Stock (1)
|
|
|
|
Class B Common Stock
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
Beneficially
|
|
|
|
Stock
|
|
|
|
Percent
|
|
|
|
Beneficially
|
|
|
|
Percent
|
|
Name
|
|
|
Owned
|
|
|
|
Options (2)
|
|
|
|
of Class
|
|
|
|
Owned
|
|
|
|
of Class
|
|
Mark A. Baker
|
|
|
|
63,180
|
|
|
|
|
103,851
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
William P. Crawford (3)
|
|
|
|
410
|
|
|
|
|
15,130
|
|
|
|
|
*
|
|
|
|
|
7,229,397
|
|
|
|
|
14.7
|
|
Connie K. Duckworth
|
|
|
|
1,438
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
James P. Hackett (4)
|
|
|
|
232,405
|
|
|
|
|
408,099
|
|
|
|
|
*
|
|
|
|
|
81,900
|
|
|
|
|
*
|
|
Earl D. Holton
|
|
|
|
20,431
|
|
|
|
|
66,099
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
David W. Joos (5)
|
|
|
|
11,400
|
|
|
|
|
8,888
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
James P. Keane
|
|
|
|
61,026
|
|
|
|
|
172,739
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
Elizabeth Valk Long (6)
|
|
|
|
1,400
|
|
|
|
|
15,130
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
James G. Mitchell (7)
|
|
|
|
35,828
|
|
|
|
|
33,333
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
Robert C. Pew III (8)
|
|
|
|
139,883
|
|
|
|
|
15,130
|
|
|
|
|
*
|
|
|
|
|
4,524,691
|
|
|
|
|
9.2
|
|
Cathy D. Ross
|
|
|
|
1,523
|
|
|
|
|
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
David C. Sylvester
|
|
|
|
33,252
|
|
|
|
|
27,777
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
Peter M. Wege II (9)
|
|
|
|
42,825
|
|
|
|
|
15,130
|
|
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
P. Craig Welch, Jr. (10)
|
|
|
|
121,374
|
|
|
|
|
15,130
|
|
|
|
|
*
|
|
|
|
|
4,805,763
|
|
|
|
|
9.8
|
|
Kate Pew Wolters (11)
|
|
|
|
22,124
|
|
|
|
|
8,888
|
|
|
|
|
*
|
|
|
|
|
4,891,283
|
|
|
|
|
10.0
|
|
Directors and executive officers as a group
(20 persons) (12)
|
|
|
|
948,347
|
|
|
|
|
1,109,866
|
|
|
|
|
2.4
|
|
|
|
|
21,533,034
|
|
|
|
|
43.9
|
|
|
|
|
* |
|
Less than 1% |
|
(1) |
|
If the number of shares each director or executive officer could
acquire upon conversion of his or her Class B Common Stock
were included as shares of Class A Common Stock
beneficially owned, the following directors and executive
officers would be deemed to beneficially own the number of
shares |
45
|
|
|
|
|
of Class A Common Stock (including stock options) and the
percentage of the total shares of Class A Common Stock listed
opposite their names: |
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
Percent of
|
|
Name
|
|
Shares
|
|
|
|
Class A
|
|
William P. Crawford
|
|
|
7,244,937
|
|
|
|
|
7.9
|
|
James P. Hackett
|
|
|
722,404
|
|
|
|
|
*
|
|
Robert C. Pew III
|
|
|
4,679,704
|
|
|
|
|
5.3
|
|
P. Craig Welch, Jr.
|
|
|
4,942,267
|
|
|
|
|
5.6
|
|
Kate Pew Wolters
|
|
|
4,922,295
|
|
|
|
|
5.5
|
|
Directors and executive officers as a group (20 persons)
|
|
|
23,591,247
|
|
|
|
|
22.1
|
|
|
|
|
* |
|
Less than 1% |
|
(2) |
|
This column shows the number of shares of Class A Common
Stock that can be acquired by exercising stock options which are
currently vested or will vest within 60 days of
April 26, 2010. |
|
(3) |
|
Includes (a) 355,454 shares of Class B Common
Stock of which Mr. Crawford shares the power to vote and
dispose and (b) 2,846,909 shares of Class B
Common Stock held by CRASTECOM B Limited Partnership (see
note 13 to the following table), as Mr. Crawford has
the right to change the managing partner of such partnership. Of
the shares reported, 1,015,841 shares of Class B
Common Stock are pledged as security. |
|
(4) |
|
Includes 51,200 shares of Class A Common Stock and
74,760 shares of Class B Common Stock of which
Mr. Hackett shares the power to vote and dispose. |
|
(5) |
|
Includes 11,400 shares of Class A Common Stock of
which Mr. Joos shares the power to vote and dispose. |
|
(6) |
|
Includes 1,400 shares of Class A Common Stock of which
Ms. Long shares the power to vote and dispose. |
|
(7) |
|
Includes 35,828 shares of Class A Common Stock of
which Mr. Mitchell shares the power to vote and dispose. |
|
(8) |
|
Includes (a) 2,500 shares of Class A Common Stock
and 264,356 shares of Class B Common Stock of which
Mr. Pew III shares the power to vote and dispose and
(b) 2,731,428 shares of Class B Common Stock of
which Mr. Pew III shares the power to dispose but has
the sole power to vote. |
|
(9) |
|
Includes 28,520 shares of Class A Common Stock of
which Mr. Wege II shares the power to vote and dispose. |
|
(10) |
|
Includes (a) 3,637,285 shares of Class B Common
Stock of which Mr. Welch, Jr. shares the power to dispose
and (b) an additional 434,078 shares of Class B
Common Stock of which Mr. Welch, Jr. shares the power to
vote and dispose. |
|
(11) |
|
Includes 2,931,428 shares of Class B Common Stock of
which Ms. Wolters shares the power to dispose but has the
sole power to vote. |
|
(12) |
|
Includes all ten of our executive officers, only five of whom
are named in the table. The numbers shown include (a) the
shares described in notes (3) through (11) above,
(b) 7,340 shares of Class A Common Stock of which
our executive officers share the power to vote and dispose and
(c) 7,150 restricted shares of Class A Common Stock of
which our executive officers have the power to vote but do not
have the power to dispose within 60 days of April 26,
2010. |
Beneficial Owners
of More than Five Percent of Our Common Stock
This table shows the amount of common stock beneficially owned
as of April 26, 2010 by each person, other than our
directors and executive officers, who is known by us to
beneficially own more than 5% of our Class A Common Stock
or 5% of our Class B Common Stock. The information set
forth in this table is based on the most recent
Schedule 13D or 13G filing made by such persons with the
46
SEC, except where we know of any changes in beneficial ownership
holdings after the date of such filings.
The percentages listed in the Percent of Class column for
Class B Common Stock add up to more than 100% because
(1) as described in the notes to the table, some of the
persons listed in the table share the power to vote and dispose
of shares of Class B Common Stock with one or more of the
other persons listed in the table and (2) for many persons
listed in the table, the number of Shares Beneficially
Owned is based on filings by such persons with the SEC as of
December 31, 2009 or earlier but the Percent of Class is
calculated based on the total number of shares of Class B
Common Stock outstanding on April 26, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Class A
|
|
|
|
Class B
|
|
|
|
|
Common Stock (1)
|
|
|
|
Common Stock
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
|
|
Beneficially
|
|
|
|
Percent
|
|
|
|
Beneficially
|
|
|
|
Percent
|
|
Name
|
|
|
Owned
|
|
|
|
of Class
|
|
|
|
Owned
|
|
|
|
of Class
|
|
Fifth Third Bancorp, Fifth Third Bankan Ohio banking
corporation and Fifth Third Banka Michigan banking
corporation (2)
|
|
|
|
4,151,705
|
|
|
|
|
4.9
|
|
|
|
|
37,561,139
|
|
|
|
|
76.5
|
|
Robert C. Pew II (3)
|
|
|
|
20,258
|
|
|
|
|
*
|
|
|
|
|
9,473,563
|
|
|
|
|
19.3
|
|
Columbia Wanger Asset Management, L.P. (4)
|
|
|
|
6,640,300
|
|
|
|
|
7.9
|
|
|
|
|
|
|
|
|
|
|
|
Capital Research Global Investors (5)
|
|
|
|
6,340,000
|
|
|
|
|
7.6
|
|
|
|
|
|
|
|
|
|
|
|
WEDGE Capital Management, L.L.P. (6)
|
|
|
|
5,259,871
|
|
|
|
|
6.3
|
|
|
|
|
|
|
|
|
|
|
|
Bonnico Limited Partnership (7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,857,342
|
|
|
|
|
9.9
|
|
LSV Asset Management (8)
|
|
|
|
4,806,409
|
|
|
|
|
5.7
|
|
|
|
|
|
|
|
|
|
|
|
Anne Hunting (9)
|
|
|
|
370,987
|
|
|
|
|
*
|
|
|
|
|
4,223,470
|
|
|
|
|
8.6
|
|
Cooke & Bieler, L.P. (10)
|
|
|
|
4,485,835
|
|
|
|
|
5.3
|
|
|
|
|
|
|
|
|
|
|
|
ABJ Investments, Limited Partnership and Olive Shores Del,
Inc. (11)
|
|
|
|
1,258,491
|
|
|
|
|
1.5
|
|
|
|
|
3,000,000
|
|
|
|
|
6.1
|
|
Thomas Crawford, Jr. (12)
|
|
|
|
1,385,739
|
|
|
|
|
1.7
|
|
|
|
|
2,846,909
|
|
|
|
|
5.8
|
|
CRASTECOM B Limited Partnership (13)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,846,909
|
|
|
|
|
5.8
|
|
John R. Hunting (14)
|
|
|
|
485,754
|
|
|
|
|
*
|
|
|
|
|
2,502,811
|
|
|
|
|
5.1
|
|
|
|
|
* |
|
Less than 1% |
|
(1) |
|
If the number of shares each shareholder could acquire upon
conversion of its, his or her Class B Common Stock were
included as shares of Class A Common Stock beneficially
owned, the following holders of Class B Common Stock would
be deemed to beneficially own the number of shares of
Class A Common Stock and the percentage of the total shares
of Class A Common Stock listed opposite their names: |
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Percent of
|
Name
|
|
Shares
|
|
|
Class A
|
Fifth Third Bancorp, Fifth Third Bankan Ohio banking
corporation and Fifth Third Bank a Michigan banking
corporation
|
|
|
41,712,844
|
|
|
|
|
34.3
|
|
Robert C. Pew II
|
|
|
9,493,821
|
|
|
|
|
10.2
|
|
Bonnico Limited Partnership
|
|
|
4,857,342
|
|
|
|
|
5.6
|
|
Anne Hunting
|
|
|
4,594,457
|
|
|
|
|
5.3
|
|
ABJ Investments, Limited Partnership and Olive Shores Del,
Inc.
|
|
|
4,258,491
|
|
|
|
|
4.9
|
|
Thomas Crawford, Jr.
|
|
|
4,232,648
|
|
|
|
|
4.8
|
|
CRASTECOM B Limited Partnership
|
|
|
2,846,909
|
|
|
|
|
3.4
|
|
John R. Hunting
|
|
|
2,988,565
|
|
|
|
|
3.6
|
|
47
|
|
|
(2) |
|
The address of Fifth Third Bancorp and Fifth Third Bankan
Ohio banking corporation is Fifth Third Center, Cincinnati, OH
45263 and the address of Fifth Third Banka Michigan
banking corporation is 111 Lyon Street NW, Grand Rapids, MI
49503. We refer to Fifth Third Bancorp, Fifth Third Bankan
Ohio banking corporation and Fifth Third Banka Michigan
banking corporation collectively as Fifth Third in
this note. Includes (a) 2,495,042 shares of
Class A Common Stock and 9,964,495 shares of
Class B Common Stock of which Fifth Third shares with
others the power to vote and (b) 1,612,902 shares of
Class A Common Stock and 19,155,399 shares of
Class B Common Stock of which Fifth Third shares with
others the power to dispose. |
|
|
|
We believe there is substantial duplication between the shares
which Fifth Third beneficially owns and the shares which are
beneficially owned by the other persons listed in this table and
the previous table, because, among other reasons, Fifth Third
serves as a co-trustee of a number of trusts of which our
directors and executive officers and other beneficial owners of
more than 5% of our common stock serve as co-trustees. |
|
(3) |
|
The address of Mr. Robert C. Pew II is Steelcase Inc.,
901 44th Street SE, Grand Rapids, MI 49508. |
|
(4) |
|
The address of Columbia Wanger Asset Management, L.P. is
227 West Monroe Street, Suite 3000, Chicago, IL 60606.
Columbia Wanger Asset Management has the sole power to vote only
6,410,000 shares of Class A Common Stock. |
|
(5) |
|
The address is Capital Research Global Investors is 333 South
Hope Street, Los Angeles, CA 90071. |
|
(6) |
|
The address of WEDGE Capital Management, L.L.P. is
301 S. College Street, Suite 2920, Charlotte, NC
28202-6002.
WEDGE Capital Management has the sole power to vote only
4,216,161 shares of Class A Common Stock. |
|
(7) |
|
The address of Bonnico Limited Partnership is
c/o Fifth
Third Bank, 111 Lyon Street, N.W., Grand Rapids, MI 49503. The
information reported for Bonnico is based upon a
Schedule 13G amendment dated December 31, 2005. No
further shareholding information has been reported by Bonnico
after December 31, 2005. |
|
(8) |
|
The address of LSV Asset Management is 1 North Wacker Drive,
Suite 4000, Chicago, IL 60606. |
|
(9) |
|
The address of Ms. Anne Hunting is 1421 Lake Road, Lake
Forest, IL 60045. Includes 4,476,971 shares of Class B
Common Stock of which Ms. Hunting shares the power to vote
and dispose. The information reported for Ms. Hunting is
based upon a Schedule 13G amendment dated December 31,
2001 and subsequent conversions by Ms. Hunting of
Class B Common Stock into Class A Common Stock. No
further shareholding information has been reported by
Ms. Hunting after December 31, 2001. |
|
(10) |
|
The address of Cooke & Bieler, L.P. is 1700 Market
Street, Suite 3222, Philadelphia, PA 19103. Includes
2,789,779 shares of Class A Common Stock which
Cooke & Bieler share the power to vote and
4,368,895 shares of Class A Common Stock of which
Cooke & Bieler share the power to dispose. |
|
(11) |
|
The address of ABJ Investments, Limited Partnership and Olive
Shores Del, Inc. is P.O. Box 295, Cimarron, CO 81220.
Olive Shores Del, Inc. is the sole general partner of ABJ
Investments, Limited Partnership. The information reported for
ABJ Investments and Olive Shores Del is based upon a
Schedule 13G amendment dated December 31, 2007 in
which those entities reported that they had ceased to be the
beneficial owner of more than 5% of our Class A Common
Stock and thus were no longer subject to reporting on
Schedule 13G. No further shareholding information has been
reported by ABJ Investments or Olives Shores Del after
December 31, 2007. |
|
(12) |
|
The address of Mr. Thomas Crawford, Jr. is
c/o Jeffrey
A. Ott, Warner Norcross & Judd LLP, 900 Fifth
Third Center, 111 Lyon Street, NW, Grand Rapids, MI 49503.
Includes 2,846,909 shares of Class B Common Stock held
by CRASTECOM B Limited Partnership (see note 13 below). |
48
|
|
|
(13) |
|
The address of CRASTECOM B Limited Partnership is 2640 Puuholo
Road, 112, Koloa, Kauai, HI
95756-9623.
Mr. Thomas Crawford, Jr. is the managing partner of this
partnership, and the shares held by this partnership are
included in his beneficial ownership in this table, as well as
in the beneficial ownership of Mr. William P. Crawford,
Mr. Thomas Crawford, Jr.s brother, in the previous
table. |
|
(14) |
|
The address of Mr. John R. Hunting is
2000 P Street, Washington DC 20036. Includes
2,212,363 shares of which Mr. Hunting shares the power
to vote and dispose. The information reported for
Mr. Hunting is based upon a Schedule 13G dated
June 18, 1998, as well as subsequent conversions by
Mr. Hunting of Class B Common Stock to Class A
Common stock. No further shareholding information has been
reported by Mr. Hunting since June 18, 1998. |
49
PROPOSAL 2APPROVAL
OF THE
STEELCASE INC. INCENTIVE COMPENSATION PLAN
Our Incentive Compensation Plan, or ICP, was first adopted by
our Board of Directors on October 27, 1997 and approved by
our shareholders on December 2, 1997. The Compensation
Committee of our Board of Directors most recently amended and
restated the ICP as of February 27, 2010. Your approval of
the ICP as amended and restated is necessary to increase the
maximum size of several types of individual awards that can be
granted under the plan.
We have recently made a shift in our compensation strategy to
increase the percentage of compensation awarded to our executive
officers in the form of long-term equity incentive awards and
reduce the percentage of their compensation awarded in the form
of cash-based incentive awards in order to better align with the
interests of our shareholders. In connection with this change in
strategy, we are seeking approval to increase the limits on
grants that can be made in any one fiscal year to any one
participant under the ICP as follows:
|
|
|
|
|
increase the maximum aggregate grant for restricted stock awards
from 200,000 shares to 250,000 shares,
|
|
|
|
increase the maximum aggregate payout for performance shares,
performance units or cash-based awards from the value of
250,000 shares to the value of 750,000 shares,
|
|
|
|
increase the maximum aggregate payout for phantom shares from
250,000 shares to 750,000 shares and
|
|
|
|
increase the maximum aggregate grant for other share-based
awards from 200,000 shares to 250,000 shares.
|
As amended and restated, the ICP is effective with respect to
any award established on or after February 27, 2010.
However, the increase in the maximum size of individual awards
that can be granted under the ICP are subject to your approval
of this Proposal 2.
Our Board of Directors believes the existing awards under the
ICP have enhanced our position in the highly competitive market
for managerial and executive talent and have aligned the
long-term interests of participants with those of the
shareholders and that the continued maintenance of the ICP is
necessary to meet our objectives of attracting, retaining and
compensating our key employees and others.
Background
Shares Available
for Issuance
There are 25,000,000 shares of our Class A Common
Stock reserved for issuance under the ICP, no more than
6,000,000 of which could be granted in the form of restricted
stock.
Section 162(m)
Section 162(m) generally limits the deductibility for tax
purposes of compensation in excess of $1 million per year
paid by a publicly traded company to certain executive officers
who are deemed to be covered employees under the
Internal Revenue Code. Compensation that qualifies under
Section 162(m) as performance-based
compensation is, however, exempt from the $1 million
deductibility limitation. The deductibility of payments made
under the ICP resulting in total covered compensation in excess
of $1 million for our covered employees following the
Meeting will depend on whether the payment is performance-based
within the meaning of Section 162(m).
As amended and restated, the ICP is intended to enable us to
grant awards that satisfy the requirements of a
performance-based compensation program under
Section 162(m), including the requirement that the
compensation must be paid solely on account of the attainment of
pre-established, objective performance goals. However, in order
for compensation granted pursuant to the ICP to qualify
50
for the performance-based exemption from the applicability of
Section 162(m), the material terms under which the
compensation is to be paid must be disclosed to and approved by
shareholders in a separate vote prior to payment. Accordingly,
we are asking you to approve the ICP as amended and restated.
Plan
Description
The following is a summary of the material provisions of the
ICP. The summary is qualified in its entirety by the specific
language of the ICP, which is attached as Exhibit A.
Purposes
The purposes of the ICP are to:
|
|
|
|
|
optimize the profitability and growth of our company through
annual and long-term incentives that are consistent with our
goals and link the personal interests of ICP participants with
those of our shareholders;
|
|
|
|
provide participants with an incentive for excellence in
individual performance;
|
|
|
|
promote teamwork among participants;
|
|
|
|
provide flexibility for us to attract and retain the services of
participants who make significant contributions to our
success; and
|
|
|
|
allow participants to share in our success.
|
Administration
Our Board of Directors is generally responsible for the
administration of the ICP. However, the Board has delegated its
administrative authority to the Compensation Committee other
than with respect to awards to non-employee Directors. Under the
ICP, the Compensation Committee has the power to:
|
|
|
|
|
select the employees and other individuals who will participate
in the ICP;
|
|
|
|
determine the size and type of awards;
|
|
|
|
determine the terms and conditions of any award consistent with
the terms of the ICP;
|
|
|
|
interpret the ICP and any agreement or instrument entered into
under the ICP;
|
|
|
|
establish, amend or waive rules and regulations for the
ICPs administration; and
|
|
|
|
amend the terms and conditions of any outstanding award as
provided under the ICP.
|
Subject to the limitations described below, our Compensation
Committee has delegated authority to our CEO to grant:
|
|
|
|
|
stock options, not to exceed 5,000 shares to any one person
in any one fiscal year and not to exceed 100,000 shares in
the aggregate in any one fiscal year,
|
|
|
|
restricted stock, not to exceed 2,000 shares to any one
person in any one fiscal year and not to exceed
40,000 shares in the aggregate in any one fiscal
year, and
|
|
|
|
restricted units, not to exceed 2,000 shares to any one
person in any one fiscal year and not to exceed
40,000 units in the aggregate in any one fiscal year.
|
Our CEO may not grant any awards to any of our executive
officers.
Eligibility
The ICP is open to participation by all employees and directors
of Steelcase and its subsidiaries or affiliates and any other
person designated by the Compensation Committee. Of those
eligible, the
51
Compensation Committee determines who will receive awards. There
are currently approximately 620 participants in the ICP.
Types of
Awards
The ICP provides for the grant of stock options, stock
appreciation rights, shares of restricted stock, performance
shares, performance units and cash-based awards, phantom shares
or other share-based awards. These awards are discussed in more
detail below.
Stock
Options
Options granted under the ICP may be incentive stock options
meeting the definition of an incentive stock option under
Section 422 of the Internal Revenue Code or options that do
not qualify as incentive stock options (referred to as
nonqualified stock options). The Compensation Committee will
determine the option price, duration of the option, the number
of shares to which the option pertains, termination and
transferability rights and other terms and conditions of the
option. The option price for each grant will be at least equal
to 100% of the closing price of our Class A Common Stock on
the NYSE on the date of grant (the fair market
value).
In no event can an option be exercised later than the tenth
anniversary date of its grant. In the event of termination of
employment, the options can be exercised in accordance with the
terms of the award agreement. The maximum aggregate number of
shares that can be granted in the form of stock options in any
one fiscal year to any one participant is 500,000 shares,
inclusive of any options granted by our CEO.
Stock
Appreciation Rights (SARs)
The Compensation Committee can grant SARs under the ICP, either
in tandem with stock options or freestanding and unrelated to
options. The grant price of a freestanding SAR will be the fair
market value. The grant price of tandem SARs will equal the
option price of the related option.
Upon exercise of a SAR, a participant will be entitled to
receive payment from us in an amount determined by multiplying
(1) the difference between the fair market value of a share
on the exercise date and the grant price, by (2) the number
of shares with respect to which the SAR is exercised. The form
of payment of a SAR will be determined by the Compensation
Committee and may be in shares of common stock, cash or a
combination of common stock and cash. The maximum aggregate
number of shares that may be granted in the form of SARs in any
one fiscal year to any one participant is 500,000 shares.
Restricted
Stock
Each grant of restricted stock under the ICP will be evidenced
by an award agreement that will specify the period and type of
restriction, the number of shares covered by the grant and other
provisions that the Compensation Committee may determine to be
appropriate. The Compensation Committee has the authority to
impose any type of conditions or restrictions as it may deem
appropriate, including, without limitation, a requirement that a
participant pay a stipulated purchase price for each share of
restricted stock or remain employed for a specified period,
specific performance goals, restrictions under federal or state
securities laws or any combination of these or other types of
restrictions. Before the February 27, 2010 amendment and
restatement of the ICP, the maximum aggregate number of shares
that may have been granted in the form of restricted stock in
any one fiscal year to any one participant was
200,000 shares, inclusive of any restricted stock granted
by our CEO. We are seeking your approval to raise this limit to
250,000 shares.
52
Performance
Shares/Performance Units and Cash-Based Awards
Each performance share granted under the ICP will have an
initial value equal to the fair market value of a share. Each
performance unit granted under the ICP will have an initial
value determined by the Compensation Committee at the time of
grant. Each cash-based award will have a value as may be
determined by the Compensation Committee. The Compensation
Committee will set performance goals that, if met, will
determine the number
and/or value
of performance shares or performance units or cash-based awards
that would be paid to the participant. Participants may be
granted full voting rights on the performance shares, and
receive dividends or dividend equivalent payments, during the
performance period. Before the February 27, 2010 amendment
and restatement of the ICP, the maximum aggregate payout
(determined at the end of the applicable performance period)
with respect to awards of performance shares or performance
units or cash-based awards granted in any one fiscal year to any
one participant was 250,000 shares. We are seeking your
approval to raise this limit to 750,000 shares.
Phantom
Shares
Each phantom share granted under the ICP will have an initial
value equal to the fair market value on the date of grant. The
Compensation Committee may determine the terms and conditions of
the award, including any vesting provisions. The holder of any
vested phantom shares will be entitled to receive payout on the
number of and value of phantom shares earned by the participant
over the performance period. Participants may be granted the
right to receive dividends on the phantom shares that have been
earned but not yet distributed. Before the February 27,
2010 amendment and restatement of the ICP, the maximum aggregate
payout (determined at the end of the applicable performance
period) with respect to phantom shares granted in any one fiscal
year to any one participant was 250,000 shares. We are
seeking your approval to raise this limit to 750,000 shares.
Other
Share-Based Awards
Subject to the terms of the ICP, the Compensation Committee may
grant other share-based awards under the ICP including, without
limitation, awards under which shares are acquired or may be
acquired in the future. The Compensation Committee, in its sole
discretion, will determine the terms and conditions of these
awards. Before the February 27, 2010 amendment and
restatement of the ICP, the maximum aggregate number of shares
that may be granted in the form of other share-based awards in
any one fiscal year to any one participant was
200,000 shares, inclusive of any such awards granted by our
CEO. We are seeking your approval to raise this limit to
250,000 shares.
Performance
Criteria
Any award granted under the ICP may be made subject to the
attainment of performance goals. With respect to any award
intended to qualify for the performance-based exception to the
applicability of Section 162(m), the Compensation Committee
shall select the performance criteria from among the following:
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earnings per share;
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net income (before or after taxes);
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return measures (including, but not limited to, return on
assets, equity or sales);
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cash flow (including, but not limited to, operating cash flow,
free cash flow, cash flow return on investment (discounted or
otherwise) or cumulative cash flow per share);
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earnings before or after taxes;
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gross revenue;
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operating profit;
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operating expenses;
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share price (including, but not limited to, growth measures and
total shareholder return);
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economic value added;
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implementation or completion of critical projects or processes;
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strategic business criteria, consisting of one or more
objectives based on meeting specified market share, market
penetration, geographic business expansion, customer
satisfaction, employee satisfaction, human resources management,
supervision of litigation, information technology, goals
relating to acquisitions, divestitures, joint ventures and
similar transactions and budget comparisons;
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personal professional objectives, including any of the foregoing
performance goals, the implementation of policies and plans, the
negotiation of transactions, the development of long-term
business goals, formation of joint ventures, research or
development collaborations and the completion of other corporate
transactions; and
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any combination of, or a specified increase in, any of the
foregoing.
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The Compensation Committee may adjust the performance criteria
to the extent permitted by Section 162(m) and in its
discretion may grant awards (including awards based on the
foregoing criteria) that are not intended to satisfy the
performance-based exception to the applicability of
Section 162(m).
Competition
Under the terms of the ICP, if a participant, during the term of
his or her employment or during the three-year period following
termination of employment, engages in competition with us or any
of our subsidiaries or affiliates, the participant will
immediately forfeit the right to exercise
and/or
receive payment for any award, whether the award is vested or
unvested. In addition, the participant must return to us any
gain realized from exercise of any option which vested within
12 months prior to the date the participant engaged in
competition with us. The terms of individual awards granted to
participants under the ICP may contain additional non-compete
provisions which require forfeiture of unvested awards or the
return of shares or the value of shares previously earned in the
event that the participant engages in competition with us.
Adjustments to
Number of Shares
In the event of any change in our capitalization or in the event
of a corporate transaction such as a merger, consolidation,
separation or similar event, the ICP provides for appropriate
adjustments in the number and class of shares of common stock
available for issuance or grant and in the number
and/or price
of shares subject to awards.
Change in
Control
Under the terms of the ICP, in the event of an occurrence of a
Change in Control of our company (as defined in the ICP):
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all outstanding options and SARs become immediately exercisable
and remain exercisable throughout their entire term;
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restriction periods and restrictions imposed on shares of
restricted stock (other than performance-based restricted stock)
immediately lapse; and
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the target payout opportunities attainable under all outstanding
awards of performance-based restricted stock, performance units,
performance shares, cash-based awards and share-based awards are
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 will be accelerated
as of the effective date of the Change in Control. Additionally,
there will be paid out to participants, within 30 days
following the effective date of the Change in Control, a pro
rata
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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 will be paid pro
rata to participants in cash within 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 that has elapsed prior to the Change in
Control and based on an assumed achievement of all relevant
targeted performance goals.
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In the event of a Change in Control in which the consideration
paid to our shareholders is solely cash, our Board may provide
that each award under the ICP will be cancelled upon the
occurrence of the Change in Control in exchange for a payment
equal to the consideration paid per share in the Change in
Control over the exercise or purchase price, if any, per share
of the award, multiplied by the number of shares granted under
the award.
Nontransferability
Except as otherwise provided in a participants award
agreement, awards may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution. In addition,
except as otherwise provided in a participants award
agreement, a participants rights under the ICP will be
exercisable during the participants lifetime only by the
participant or the participants legal representative.
Clawback
Provision
Awards made under the ICP to any participant who also
participates in our Executive Severance Plan may be subject to
forfeiture in the event of any material restatement of our
financial results. In the event of a material restatement, the
Compensation Committee may review the circumstances surrounding
the restatement and determine whether and which participants
will forfeit the right to any future awards or other
equity-based compensation under the ICP or be required to repay
prior awards or cash payments under the ICP determined by the
Compensation Committee to have been inappropriately received by
the participant. In the event of a material restatement due to
fraud, any participant who the Compensation Committee determines
participated in or is responsible for the fraud will forfeit the
right to future awards or other equity-based compensation under
the ICP and be required to repay any awards or cash payments
made under the ICP in excess of the amounts that would have been
received based on the restated financial results.
Amendment,
Modification and Termination of the Plan
Our Board of Directors may at any time amend, suspend or
terminate the ICP in whole or in part. However, no amendment
will be made without shareholder approval if that approval is
necessary to comply with applicable tax or regulatory
requirements. No termination, amendment or modification of the
ICP may adversely affect in any material way any award
previously granted under the ICP without the written consent of
the participant holding the award. The Change in Control
provisions of the ICP may not be amended, terminated or modified
after a Change in Control to adversely affect any award
previously granted under the ICP without the written consent of
the participant holding the award.
Employees from
the United Kingdom and France
Our employees from the United Kingdom and France are eligible to
participate in the ICP. However, special provisions may apply to
their participation. The stock reserved for issuance under the
ICP is used to settle awards granted to our employees from the
United Kingdom and France.
55
Federal Income
Tax Consequences
The following discussion of certain relevant federal income tax
effects applicable to stock options, SARs and other stock-based
awards granted under the ICP is a summary only, and reference is
made to the Internal Revenue Code for a complete statement of
all relevant federal tax provisions.
Options
In general, no taxable income is realized by a participant upon
the grant of an incentive stock option (ISO). If
shares of common stock are issued to a participant (option
shares) pursuant to the exercise of an ISO granted under
the ICP and the participant does not dispose of the option
shares within the two-year period after the date of grant or
within one year after the participants receipt of the
option shares (a disqualifying disposition), then,
generally (1) the participant will not realize ordinary
income upon exercise and (2) upon sale of the option
shares, any amount realized in excess of the exercise price paid
for the option shares will be taxed to the participant as
capital gain (or loss). The amount by which the fair market
value of the common stock on the exercise date of an ISO exceeds
the purchase price generally will constitute an item which
increases the participants alternative minimum
taxable income.
If option shares acquired upon the exercise of an ISO are
disposed of in a disqualifying disposition, the participant
generally would include in ordinary income in the year of
disposition an amount equal to the excess of the fair market
value of the option shares at the time of exercise (or, if less,
the amount realized on the disposition of the option shares),
over the exercise price paid for the option shares.
Subject to certain exceptions, an option generally will not be
treated as an ISO if it is exercised more than three months
following termination of employment. If an ISO is exercised at a
time when it no longer qualifies as an ISO, the option will be
treated as a nonqualified stock option as discussed below.
With respect to nonqualified stock options, the participant will
recognize no income upon grant of the option, and, upon
exercise, will recognize ordinary income to the extent of the
excess of the fair market value of the shares on the date of
option exercise over the amount paid by the participant for the
shares. Upon a subsequent disposition of the shares received
under the option, the participant generally will recognize
capital gain or loss to the extent of the difference between the
fair market value of the shares at the time of exercise and the
amount realized on the disposition.
In general, we will receive an income tax deduction at the same
time and in the same amount that is taxable to the employee as
compensation, as long as the amount constitutes reasonable
compensation.
SARs
The recipient of a grant of SARs will not realize taxable
income, and we will not be entitled to a deduction with respect
to the grant on the date of the grant. Upon the exercise of SAR,
the recipient will realize ordinary income equal to the amount
of cash (including the amount of any taxes withheld) and the
fair market value of any shares received at the time of
exercise. We will be entitled to a corresponding deduction,
equal to the amount of income realized, as long as the amount
constitutes reasonable compensation.
Restricted
Stock
A participant who receives a grant of restricted stock will not
recognize any taxable income at the time of the award, provided
the shares are subject to restrictions (that is, they are
nontransferable and subject to a substantial risk of
forfeiture). A participants rights in restricted stock
awarded under the ICP are subject to a substantial risk of
forfeiture if the rights to full enjoyment of the shares are
conditioned, directly or indirectly, upon the future performance
of substantial services by the participant. However, the
participant may elect under Section 83(b) of the Internal
Revenue Code to recognize compensation income in the year of the
award in an amount equal to the fair market value of the shares
on the date of
56
the award, determined without regard to the restrictions. If the
participant does not make a Section 83(b) election within
30 days of receipt of the restricted shares, the fair
market value of the shares on the date the restrictions lapse,
less any amount paid by the participant for the shares, will be
treated as compensation income to the participant and will be
taxable in the year the restrictions lapse. We generally will be
entitled to a compensation deduction for the amount of
compensation income the participant recognizes as long as the
amount constitutes reasonable compensation.
Performance
Units, Performance Shares, Cash-Based Awards and Phantom
Shares
The recipient of a grant of performance units, performance
shares, cash-based awards or phantom shares will not realize
taxable income, and we will not be entitled to a deduction, with
respect to a grant on the date of the grant. Upon the payout of
the award, the recipient will realize ordinary income, and we
will be entitled to a corresponding deduction, equal to the
amount of cash or stock received, as long as the amount
constitutes reasonable compensation.
Other
Share-Based Awards
The recipient of a grant of a share-based award will not realize
taxable income, and we will not be entitled to a deduction, with
respect to a grant on the date of the grant. The recipient will
realize ordinary income for the amount of stock received less
any amount paid for the stock, and we will be entitled to a
corresponding deduction, at such time as the shares become
transferable or are not subject to a substantial risk of
forfeiture, whichever occurs earlier, as long as the amount
constitutes reasonable compensation.
ICP
Benefits
The number and type of awards that have been granted under the
ICP to the named executive officers and our directors which are
still outstanding are detailed in the Fiscal Year 2010
Outstanding Equity Awards at Fiscal Year-End table in
Executive Compensation, Retirement Programs and Other
Arrangements and the Fiscal Year 2010 Director
Compensation Table in Director Compensation. The
following table shows the number of performance units which have
been granted under the ICP during fiscal year 2011 to date for
each of our named executive officers, our executive officers as
a group, the number of shares issued to our non-employee
directors as a group and the number of restricted units granted
to our current employees, other than our executive officers, as
a group.
57
Incentive
Compensation Plan Awards
Fiscal Year 2011 to date
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Number of
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Name and Position
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Shares or Units
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James P. Hackett
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225,000
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President and Chief Executive Officer
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David C. Sylvester
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90,000
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Vice President, Chief Financial Officer
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James G. Mitchell
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60,000
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President, Steelcase International
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Mark A. Baker
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100,000
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Senior Vice President, Global Operations Officer
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James P. Keane
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100,000
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President, Steelcase Group
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Michael I. Love
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Former President, Nurture by Steelcase
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All current executive officers as a group
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779,000
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All current directors who are not executive officers as a group
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11,285
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All employees, including all current officers who are not
executive officers, as a group
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6,000
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Information regarding the number of securities to be issued upon
the exercise of outstanding options, warrants or rights, the
weighted-average exercise price of such options, warrants and
rights, and the number of securities remaining available for
future issuance under the Incentive Compensation Plan is set
forth in Item 12 of our annual report on
Form 10-K
for fiscal year 2010 filed with the SEC on April 26, 2010,
which information is hereby incorporated by reference.
The Board of Directors recommends a vote FOR
Proposal 2.
SUPPLEMENTAL
INFORMATION
Voting
Michigan law and our by-laws require a quorum for the Meeting,
which means that holders of a majority of the voting power
entitled to vote must be present in person or represented by
proxy in order to transact business at the Meeting. Withheld
votes and abstentions are counted in determining whether a
quorum has been reached.
Assuming a quorum has been reached, we must determine the
results of the vote on each matter submitted for
shareholders approval. In order to be elected, the
director nominees must receive a plurality of the votes cast at
the Meeting for the election of directors. For Proposal 2
to be approved, the proposal must receive the affirmative vote
of the majority of the votes cast at the Meeting for the
proposal.
Under NYSE rules, brokers who hold shares on behalf of their
customers (shares held in street name) can vote on certain items
when they do not receive instructions from their customers.
However, brokers are not authorized to vote on
non-routine matters if they do not receive
instructions from their customers. The election of directors and
the approval of our Incentive Compensation Plan are
non-routine matters under NYSE rules. Therefore, if
you fail to give your broker instructions on how to vote on the
election of directors or Proposal 2, your shares will not
be treated as votes cast in determining the outcome of those
matters.
58
Solicitation of
Proxies
Our company will bear the cost of soliciting proxies, which may
be done by
e-mail,
mail, telephone or in person by our directors, officers and
employees, who will not be additionally compensated for those
activities. We may also reimburse banks, brokers, nominees and
other fiduciaries for reasonable expenses they incur in
forwarding these proxy materials at our request to the
beneficial owners of Class A Common Stock and Class B
Common Stock. Proxies will be solicited on behalf of our Board
of Directors.
Independent
Auditors
Our Audit Committee conducted a competitive process to select a
firm to serve as our independent registered public accounting
firm for fiscal year 2010. The Audit Committee invited a number
of firms to participate in this process, including BDO Seidman,
LLP, or BDO, which served as our independent registered public
accounting firm for fiscal years 2008 and 2009 and many prior
years.
As a result of this process and following careful deliberation,
the Audit Committee approved the selection of
Deloitte & Touche LLP, or Deloitte, as our independent
registered public accounting firm. On April 28, 2009, we
engaged Deloitte as our independent registered public accounting
firm for fiscal year 2010 and dismissed BDO as our independent
registered public accounting firm.
With respect to BDO and its service as our independent
registered public accounting firm, during fiscal years 2008 and
2009, as well as the subsequent period preceding their dismissal:
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BDOs reports on our consolidated financial statements for
fiscal years 2008 and 2009 did not contain an adverse opinion or
disclaimer of opinion, nor were such reports qualified or
modified as to uncertainty, audit scope or accounting principles.
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There were no disagreements with BDO on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement(s), if not
resolved to the satisfaction of BDO, would have caused them to
make a reference to the subject matter of the disagreement(s) in
connection with their reports.
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There were no reportable events as described in
Item 304(a)(1)(v) of Regulation S-K.
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We provided BDO with a copy of the statements made in this
section. A letter from BDO, dated April 29, 2009, stating
its agreement with such statements was included as an exhibit to
our
Form 8-K,
dated April 28, 2009, filed with the SEC on April 30,
2009.
In deciding to engage Deloitte, the Audit Committee reviewed
auditor independence and existing commercial relationships with
Deloitte, and concluded that Deloitte has no commercial
relationship with our company that would impair its
independence. During fiscal year 2008 and fiscal year 2009 and
the subsequent period prior to engaging Deloitte, we did not
consult with Deloitte regarding the application of accounting
principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on
our consolidated financial statements, or any other matters or
reportable events described in Items 304(a)(1)(iv) and
(v) of
Regulation S-K.
Representatives of Deloitte & Touche LLP will attend
the Meeting, have an opportunity to make a statement if they
desire to do so and respond to appropriate questions.
By Order of the Board of Directors,
Lizbeth S. OShaughnessy
Vice President,
Chief Legal Officer and Secretary
Grand Rapids, Michigan
May 12, 2010
59
EXHIBIT A
Steelcase Inc.
Incentive Compensation Plan
ARTICLE 1.
Establishment,
Objectives, and Duration
1.1 Establishment of the Plan. Steelcase
Inc., a Michigan corporation (hereinafter referred to as the
Company), hereby establishes an incentive
compensation plan to be known as the Steelcase Inc.
Incentive Compensation Plan (hereinafter referred to as
the Plan), as set forth in this document. The Plan
permits the grant of Nonqualified Stock Options, Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares, Performance Units, Cash-Based Awards,
Phantom Shares and Share-Based Awards. Notwithstanding any
provision in the Plan, to the extent that any Award would be
subject to Section 409A of the Code, no such Award may be
granted if it would fail to comply with the requirements set
forth in Section 409A of the Code and any regulations or
guidance promulgated thereunder.
The Plan as hereby amended and restated is effective as of
February 27, 2010 (the Effective Date);
provided, however, that the Plan as amended and
restated shall be subject to the approval by the shareholders of
the Company of the Plan at the annual meeting for such
shareholders held in 2010 (the 2010 Meeting).
1.2 Objectives of the Plan. The
objectives of the Plan are to optimize the profitability and
growth of the Company through annual and long-term incentives
which are consistent with the Companys goals and which
link the personal interests of Participants to those of the
Companys shareholders; to provide Participants with an
incentive for excellence in individual performance; and to
promote teamwork among Participants. The Plan is further
intended to provide flexibility to the Company in its ability to
motivate, attract, and retain the services of Participants who
make significant contributions to the Companys success and
to allow Participants to share in the success of the Company.
1.3 Duration of the Plan. The Plan shall
commence on the Effective Date, as described in Section 1.1
hereof, and shall remain in effect, subject to the right of the
Board of Directors to amend or terminate the Plan at any time
pursuant to Article 18 hereof, until all Shares subject to
it shall have been purchased or acquired according to the
Plans provisions under Awards denominated in Shares, and
with respect to all Awards, in no event may an Award be granted
under the Plan on or after the tenth anniversary of the
Effective Date.
ARTICLE 2.
Definitions
Whenever used in the Plan, the following terms shall have the
meanings set forth below, and when the meaning is intended, the
initial letter of the word shall be capitalized:
2.1 Affiliate shall have the meaning
ascribed to such term in
Rule 12b-2
of the General Rules and Regulations of the Exchange Act.
2.2 Award means, individually or
collectively, a grant under this Plan of Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights,
Restricted Stock, Performance Shares, Performance Units,
Cash-Based Awards, Phantom Shares or Share-Based Awards.
2.3 Award Agreement means an agreement
entered into by the Company and each Participant setting forth
the terms and provisions applicable to Awards granted under this
Plan.
2.4 Beneficial Owner or
Beneficial Ownership shall have the meaning
ascribed to such term in
Rule 13d-3
of the General Rules and Regulations under the Exchange Act.
A-1
2.5 Board or Board of
Directors means the Board of Directors of the Company.
2.6 Cash-Based Award means an Award
granted to a Participant, as described in Article 9 herein.
2.7 Change in Control of the Company
shall be deemed to have occurred if the event set forth in any
one of the following paragraphs shall have occurred:
(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, 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.
However, in no event shall a Change in Control be deemed to have
occurred, with respect to a Participant, if the Participant is
part of a purchasing group which consummates the Change in
Control transaction. A Participant shall be deemed part of
a purchasing group for purposes of the preceding sentence
if the Participant is an equity participant in the purchasing
company or group (except for: (i) passive ownership of less
than three percent (3%) of the stock of the purchasing company;
or (ii) ownership of equity participant in the purchasing
company or group which is otherwise not significant, as
determined prior to the Change in Control by a majority of the
non-employee continuing Directors).
Notwithstanding the foregoing, a Change in Control shall not be
deemed to have occurred by virtue of the consummation of any
transaction or series of integrated transactions immediately
following which the record holders of the common stock of the
Company immediately prior to such transaction or series
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of transactions continue to have substantially the same
proportionate ownership, directly or indirectly, in an entity
which owns all or substantially all of the assets of the Company
immediately following such transaction or series of transactions.
2.8 Code means the Internal Revenue Code
of 1986, as amended from time to time.
2.9 Committee means the Compensation
Committee of the Board and shall be comprised entirely of
Directors who are considered outside directors under
Section 162(m) of the Code.
2.10 Company means Steelcase Inc., a
Michigan corporation, including any and all Subsidiaries and
Affiliates, and any successor thereto as provided in
Article 22 herein.
2.11 Competition means directly or
indirectly engaging in competition with the Company or any
subdivision, subsidiary, or affiliate of the Company
(collectively, the Company Group) at any time during
employment with the Company Group or during the three
(3) year period following termination of employment with
the Company Group, without prior approval of the administrative
Committee. 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 Group, 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.
2.12 Covered Employee shall have the
meaning set forth in Section 162(m)(3) of the Code.
2.13 Director means any individual who
is a member of the Board; provided, however, that
any Director who is employed by the Company or any Subsidiary or
Affiliate shall be considered an Employee under this Plan and,
except for purposes of the definition of Change in
Control under this Plan, shall not be considered a
Director.
2.14 Effective Date shall have the
meaning ascribed to such term in Section 1.1 hereof.
2.15 Employee means any employee of the
Company or its Subsidiaries or Affiliates. Except for purposes
of the definition of Change in Control under this
Plan, Directors who are employed by the Company shall be
considered Employees under this Plan.
2.16 Exchange Act means the Securities
Exchange Act of 1934, as amended from time to time, or any
successor act thereto.
2.17 Fair Market Value shall be the
closing sales price per Share for the date of grant on the
principal securities exchange on which the Shares are traded or,
if there is no such sale on the relevant date, then on the last
previous day on which a sale was reported; if the security is
not listed for trading on a national securities exchange, the
fair market value of a security as determined in good faith by
the Board.
2.18 Freestanding SAR means an SAR that
is granted independently of any Options, as described in
Article 7 herein.
2.19 Incentive Stock Option or
ISO means an option to purchase Shares
granted under Article 6 herein and which is designated as
an Incentive Stock Option and which is intended to meet the
requirements of Code Section 422.
2.20 Initial Holder shall have the
meaning set forth in the Second Restated Articles of
Incorporation of the Company.
2.21 Insider shall mean an individual
who is, on the relevant date, an officer, director or more than
ten percent (10%) beneficial owner of any class of the
Companys equity securities that is registered pursuant to
Section 12 of the Exchange Act, all as defined under
Section 16 of the Exchange Act.
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2.22 Nonqualified Stock Option or
NQSO means an option to purchase Shares
granted under Article 6 herein and which is not intended to
meet the requirements of Code Section 422.
2.23 Option means an Incentive Stock
Option or a Nonqualified Stock Option, as described in
Article 6 herein.
2.24 Option Price means the price at
which a Share may be purchased by a Participant pursuant to an
Option.
2.25 Participant means an Employee,
Director, or other individual designated by the Board who has
been selected to receive an Award or who has an outstanding
Award granted under the Plan.
2.26 Performance-Based Exception means
the performance-based exception from the tax deductibility
limitations of Code Section 162(m).
2.27 Performance Period shall have the
meaning set forth in Article 8 herein.
2.28 Performance Share means an Award
granted to a Participant, as described in Article 9 herein.
2.29 Performance Unit means an Award
granted to a Participant, as described in Article 9 herein.
2.30 Period of Restriction means the
period during which the transfer of Shares of Restricted Stock
is limited in some way (based on the passage of time, the
achievement of performance goals, or upon the occurrence of
other events as determined by the Board, at its discretion), and
the Shares are subject to a substantial risk of forfeiture, as
provided in Article 8 herein.
2.31 Permitted Transferee shall have the
meaning set forth in the Second Restated Articles of
Incorporation of the Company and include a Permitted Trustee
solely in its capacity as a trustee of a Permitted Trust.
2.32 Permitted Trust shall have the
meaning set forth in the Second Restated Articles of
Incorporation of the Company.
2.33 Permitted Trustee shall have the
meaning set forth in the Second Restated Articles of
Incorporation of the Company.
2.34 Person shall have the meaning
ascribed to such term in Section 3(a)(9) of the Exchange
Act, as modified and used in Sections 13(d) and 14(d)
thereof, including a group as defined in
Section 13(d) thereof, except that such term shall not
include (i) the Company or any of its subsidiaries,
(ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its
Affiliates, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, or
(iv) a corporation owned, directly or indirectly, by the
shareholders of the Company in substantially the same
proportions as their ownership of stock of the Company.
2.35 Phantom Shares means an Award
granted to a Participant pursuant to Article 10 herein.
2.36 Restricted Stock means an Award
granted to a Participant pursuant to Article 8 herein.
2.37 Share-Based Award means an Award
granted to a Participant pursuant to Article 11 herein.
2.38 Shares means the shares of Class A Common
Stock of the Company.
2.39 Stock Appreciation Right or
SAR means an Award, granted alone or in
connection with a related Option, designated as a SAR, pursuant
to the terms of Article 7 herein.
2.40 Subsidiary means any corporation,
partnership, joint venture, or other entity in which the Company
has a fifty percent (50%) or greater voting interest.
2.41 Tandem SAR means a SAR that is
granted in connection with a related Option pursuant to
Article 7 herein, the exercise of which shall require
forfeiture of the right to purchase a Share under the
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related Option (and when a Share is purchased under the Option,
the Tandem SAR shall similarly be canceled).
ARTICLE 3.
Administration
3.1 General. The Plan shall be
administered by the Board and the Board may delegate its
responsibility to the Committee. The members of the Committee
shall be appointed from time to time by, and shall serve at the
discretion of, the Board of Directors. The Board may delegate to
the Committee any or all of the administration of the Plan;
provided, however, that the administration of the
Plan with respect to Awards granted to Directors may not be so
delegated. To the extent that the Board has delegated to the
Committee any authority and responsibility under the Plan, all
applicable references to the Board in the Plan shall be to the
Committee. The Committee shall have the authority to delegate
administrative duties to Employees, officers or Directors of the
Company or any other committee approved by the Committee.
3.2 Authority of the Board. Except as
limited by law or by the Certificate of Incorporation or Bylaws
of the Company, and subject to the provisions herein, the Board
shall have full power to select Employees and Directors and
other individuals who shall participate in the Plan; determine
the sizes and types of Awards; determine the terms and
conditions of Awards in a manner consistent with the Plan;
construe and interpret the Plan and any agreement or instrument
entered into under the Plan; establish, amend, or waive rules
and regulations for the Plans administration; and (subject
to the provisions of Article 18 herein) amend the terms and
conditions of any outstanding Award as provided in the Plan.
Further, the Board shall make all other determinations which may
be necessary or advisable for the administration of the Plan. As
permitted by law (and subject to Section 3.1 herein), the
Board may delegate its authority as identified herein.
3.3 Decisions Binding. All determinations
and decisions made by the Board or the Committee pursuant to the
provisions of the Plan and all related orders and resolutions of
the Board or the Committee shall be final, conclusive and
binding on all persons, including the Company, its shareholders,
Directors, Employees, Participants, and their estates and
beneficiaries.
ARTICLE 4.
Shares Subject
to the Plan and Maximum Awards
4.1 Number of Shares Available for
Grants. Subject to adjustment as provided in
Article 17 herein, the number of Shares hereby reserved for
issuance to Participants under the Plan shall be
25,000,000 Shares; no more than 6,000,000 of which may be
granted in the form of Shares of Restricted Stock. Shares
available under the Plan shall be now or hereafter issued or
authorized but unissued. The Board shall determine the
appropriate methodology for calculating the number of Shares
issued in pursuance of the Plan. Unless and until the Board
determines that an Award shall not qualify for the
Performance-Based Exception, the following rules shall apply to
grants of such Awards under the Plan:
(a) Stock Options: The maximum aggregate
number of Shares that may be granted in the form of Stock
Options, pursuant to any Award granted in any one fiscal year to
any one single Participant shall be five hundred thousand
(500,000).
(b) SARs: The maximum aggregate number of
Shares that may be granted in the form of Stock Appreciation
Rights, pursuant to any Award granted in any one fiscal year to
any one single Participant shall be five hundred thousand
(500,000).
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(c) Restricted Stock: The maximum
aggregate grant with respect to Awards of Restricted Stock
granted in any one fiscal year to any one Participant shall be
two hundred and fifty thousand (250,000).
(d) Performance Shares/Performance Units and Cash-Based
Awards: The maximum aggregate payout (determined
as of the end of the applicable Performance Period) with respect
to Cash-Based Awards or Awards of Performance Shares or
Performance Units granted in any one fiscal year to any one
Participant shall be equal to the value of seven hundred and
fifty thousand (750,000) Shares.
(e) Phantom Shares: The maximum aggregate
payout (determined at the end of the applicable Performance
Period) with respect to Phantom Shares granted in any one fiscal
year to any one Participant shall be equal to the value of seven
hundred and fifty thousand (750,000) Shares.
(f) Other Share-Based Awards: The maximum
aggregate number of Shares that may be granted in the form of
other Share-Based Awards, pursuant to any Award granted in any
one fiscal year to one single Participant shall be two hundred
and fifty thousand (250,000).
ARTICLE 5.
Eligibility and
Participation
5.1 Eligibility. Persons eligible to
participate in this Plan include all Employees, Directors, and
other individuals designated by the Board.
5.2 Actual Participation. Subject to the
provisions of the Plan, the Board may, from time to time, select
from all eligible Employees, Directors, and other individuals
designated by the Board, those to whom Awards shall be granted
and shall determine the nature and amount of each Award.
ARTICLE 6.
Stock Options
6.1 Grant of Options. Subject to the
terms and provisions of the Plan, Options may be granted to
Participants in such number, and upon such terms, and at any
time and from time to time as shall be determined by the Board;
provided, however, (a) that no Director shall
be granted any ISO and (b) that any Option designed to
qualify for the Performance-Based Exception shall be granted
only by the Committee.
6.2 Award Agreement. Each Option grant
shall be evidenced by an Award Agreement that shall specify the
Option Price, the duration of the Option, the number of Shares
to which the Option pertains, termination and transferability
rights, and such other provisions as the Board shall determine.
The Award Agreement also shall specify whether the Option is
intended to be an ISO within the meaning of Code
Section 422, or an NQSO whose grant is intended not to fall
under the provisions of Code Section 422.
6.3 Option Price. The Option Price for
each grant of an Option under this Plan shall be at least equal
to one hundred percent (100%) of the Fair Market Value of a
Share on the date the Option is granted.
6.4 Duration of Options. Each Option
granted to a Participant shall expire at such time as the Board
shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than
the tenth (10th) anniversary date of its grant.
6.5 Exercise of Options. Options granted
under this Article 6 shall be exercisable at such times and
be subject to such restrictions and conditions as the Board
shall in each instance approve, which need not be the same for
each grant or for each Participant.
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6.6 Payment. Unless otherwise determined
by the Board, Options granted under this Article 6 shall be
exercised by the delivery of a written notice of exercise to the
Company, setting forth the number of Shares with respect to
which the Option is to be exercised, accompanied by full payment
for the Shares.
The Option Price upon exercise of any Option shall be payable to
the Company in full in one of the following manners: (a) in
cash or its equivalent, or (b) to the extent so provided by
the Board, by tendering previously acquired Shares having an
aggregate Fair Market Value at the time of exercise equal to the
total Option Price or by withholding from issuance upon exercise
the Shares with an aggregate Fair Market Value equal to the
total Option Price, or (c) by a combination of (a) and
(b).
The Board also may allow cashless exercise as permitted under
Federal Reserve Boards Regulation T, subject to
applicable securities law restrictions, or by any other means
which the Board determines to be consistent with the Plans
purpose and applicable law.
Subject to any governing rules or regulations, as soon as
practicable after receipt of a written notification of exercise
and full payment, the Company shall deliver to the Participant,
in the Participants name, Share certificates in an
appropriate amount based upon the number of Shares purchased
under the Option(s) or other appropriate documentation of
acquisition of such Shares.
6.7 Restrictions on Share
Transferability. The Board may impose such
restrictions on any Shares acquired pursuant to the exercise of
an Option granted under this Article 6 as it may deem
advisable, including, without limitation, restrictions under
applicable federal securities laws, under the requirements of
any stock exchange or market upon which such Shares are then
listed
and/or
traded, and under any blue sky or state securities laws
applicable to such Shares.
ARTICLE 7.
Stock Appreciation
Rights
7.1 Grant of SARs. Subject to the terms
and conditions of the Plan, SARs may be granted to Participants
at any time and from time to time as shall be determined by the
Board. The Board may grant Freestanding SARs, Tandem SARs, or
any combination of these forms of SAR.
The Board shall have complete discretion in determining the
number of SARs granted to each Participant (subject to
Article 4 herein) and, consistent with the provisions of
the Plan, in determining the terms and conditions pertaining to
such SARs.
The grant price of a Freestanding SAR shall be at least equal to
one hundred percent (100%) of the Fair Market Value of a Share
on the date of grant of the SAR. The grant price of Tandem SARs
shall equal the Option Price of the related Option.
7.2 Exercise of Tandem SARs. Tandem SARs
may be exercised for all or part of the Shares subject to the
related Option upon the surrender of the right to exercise the
equivalent portion of the related Option. A Tandem SAR may be
exercised only with respect to the Shares for which its related
Option is then exercisable.
Notwithstanding any other provision of this Plan to the
contrary, with respect to a Tandem SAR granted in connection
with an ISO: (a) the Tandem SAR will expire no later than
the expiration of the underlying ISO; (b) the value of the
payout with respect to the Tandem SAR may be for no more than
one hundred percent (100%) of the difference between the Option
Price of the underlying ISO and the Fair Market Value of the
Shares subject to the underlying ISO at the time the Tandem SAR
is exercised; and (c) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO
exceeds the Option Price of the ISO.
7.3 Exercise of Freestanding
SARs. Freestanding SARs may be exercised upon
whatever terms and conditions the Board, in its sole discretion,
imposes upon them.
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7.4 SAR Agreement. Each SAR grant shall
be evidenced by an Award Agreement that shall specify the grant
price, the term of the SAR, and such other provisions as the
Board shall determine.
7.5 Term of SARs. The term of a SAR
granted under the Plan shall be determined by the Board, in its
sole discretion; provided, however, that such term
shall not exceed ten (10) years.
7.6 Payment of SAR Amount. Upon exercise
of a SAR, a Participant shall be entitled to receive payment
from the Company in an amount determined by multiplying:
(a) the difference between the Fair Market Value of a Share
on the date of exercise over the grant price; by
(b) the number of Shares with respect to which the SAR is
exercised.
At the discretion of the Board, the payment upon SAR exercise
may be in cash, in Shares of equivalent value, or in some
combination thereof. The Boards determination regarding
the form of SAR payout shall be set forth in the Award Agreement
pertaining to the grant of the SAR.
ARTICLE 8.
Restricted Stock
8.1 Grant of Restricted Stock. Subject to
the terms and provisions of the Plan, the Board, at any time and
from time to time, may grant Shares of Restricted Stock to
Participants in such amounts as the Board shall determine;
provided, however, that Shares of Restricted Stock
designed to qualify for the Performance-Based Exception shall be
granted only by the Committee.
8.2 Restricted Stock Agreement. Each
Restricted Stock grant shall be evidenced by a Restricted Stock
Award Agreement that shall specify the Period(s) of Restriction,
the number of Shares of Restricted Stock granted, and such other
provisions as the Board shall determine.
8.3 Other Restrictions. The Board shall
impose such other conditions
and/or
restrictions on any Shares of Restricted Stock granted pursuant
to the Plan as it may deem advisable including, without
limitation, a requirement that Participants pay a stipulated
purchase price for each Share of Restricted Stock, restrictions
based upon the achievement of specific performance goals
(Company-wide, divisional,
and/or
individual), time-based restrictions on vesting following the
attainment of the performance goals,
and/or
restrictions under applicable federal or state securities laws.
The time period during which the performance goals must be met
shall be called a Performance Period. The
performance goals with respect to Awards designed to qualify for
the Performance-Based Exception shall be established in writing
by the Committee prior to the earlier of (a) ninety
(90) days after the commencement of the Performance Period
or (b) the date on which 25% of the Performance Period will
elapse; provided, that in either case, achievement of the
performance goals is substantially uncertain on such date.
The Company may retain the certificates representing Shares of
Restricted Stock in the Companys possession until such
time as all conditions
and/or
restrictions applicable to such Shares have been satisfied;
provided, however, that Shares shall not be
delivered with respect to Awards designed to qualify for the
Performance-Based Exception prior to the Committees
certification, in writing, that the performance goals relating
to such Awards have been satisfied.
Except as otherwise provided in this Article 8 or otherwise
determined by the Board, Shares of Restricted Stock covered by
each Restricted Stock grant made under the Plan shall become
freely transferable by the Participant after the last day of the
applicable Period of Restriction.
8.4 Voting Rights. Participants holding
Shares of Restricted Stock granted hereunder may be granted the
right to exercise full voting rights with respect to those
Shares during the Period of Restriction.
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8.5 Dividends and Other
Distributions. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted
hereunder may be credited with regular cash dividends paid with
respect to the Shares while they are so held. The Board may
apply any restrictions to the dividends that the Board deems
appropriate. Without limiting the generality of the preceding
sentence, if the grant or vesting of Shares of Restricted Stock
is intended to comply with the requirements of the
Performance-Based Exception, the Board may apply any
restrictions it deems appropriate to the payment of dividends
declared with respect to such Shares of Restricted Stock,
including, without limitation, that the dividends
and/or the
Shares of Restricted Stock maintain eligibility for the
Performance-Based Exception.
ARTICLE 9.
Performance Units,
Performance Shares, and Cash-Based Awards
9.1 Grant of Performance Units/Shares and Cash-Based
Awards. Subject to the terms of the Plan,
Performance Units, Performance Shares
and/or
Cash-Based Awards may be granted at any time or from time to
time, as shall be determined by the Board; provided,
however, that Performance Units, Performance Shares
and/or
Cash-Based Awards designed to qualify for the Performance-Based
Exception shall be granted only by the Committee.
9.2 Award Agreement. Each Performance
Unit, Performance Share
and/or
Cash-Based Awards grant shall be evidenced by an Award Agreement
that shall specify the Performance Period(s) and such other
provisions as the Board shall determine.
9.3 Value of Performance Units/Shares and Cash-Based
Awards. Each Performance Unit shall have an
initial value that is established by the Board at the time of
grant. Each Performance Share shall have an initial value equal
to the Fair Market Value of a Share on the date of grant. Each
Cash-Based Award shall have a value as may be determined by the
Board. The Board shall set performance goals in its discretion
which, depending on the extent to which they are met, will
determine the number
and/or value
of Performance Units/Shares and Cash-Based Award that will be
paid out to the Participant. The performance goals with respect
to Awards designed to qualify for the Performance-Based
Exception shall be established in writing by the Committee prior
to the earlier of (a) ninety (90) days after the
commencement of the Performance Period or (b) the date on
which 25% of the Performance Period will elapse;
provided, that in either case, achievement of the
performance goals is substantially uncertain on such date.
9.4 Earning of Performance Units/Shares and Cash-Based
Awards. Subject to the terms of this Plan, after
the applicable Performance Period has ended, the holder of
Performance Units/Shares and Cash-Based Awards shall be entitled
to receive payment with respect to the number and value of
Performance Units/Shares and of Cash-Based Awards earned by the
Participant over the Performance Period, to be determined as a
function of the extent to which the corresponding performance
goals have been achieved.
9.5 Form and Timing of Payment of Performance
Units/Shares and Cash-Based Awards. Payment of
earned Performance Units/Shares and Cash-Based Awards shall be
made in lump-sum payments at such time or times designated by
the Board following the close of the applicable Performance
Period, but in no event later than
21/2
months following the end of the calendar year in which the
Performance Period closes. Subject to the terms of this Plan,
the Board, in its sole discretion, may pay earned Performance
Units/Shares and Cash-Based Awards in the form of cash or in
Shares (or in a combination thereof) which have an aggregate
Fair Market Value equal to the value of the earned Performance
Units/Shares and Cash-Based Awards at the close of the
applicable Performance Period plus or minus any investment
return from the close of the Performance Period to the date of
payment as determined by the Board in its discretion;
provided, however, that payment shall not be made
with respect to Awards designed to qualify for the
Performance-Based Exception prior to the Committees
certification, in writing, that the performance goals relating
to such Awards have been satisfied. Such Shares may be granted
subject to any restrictions deemed appropriate by the Board. The
determination
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of the Board with respect to the form and timing of payout of
such Awards shall be set forth in the Award Agreement pertaining
to the grant of the Award.
At the discretion of the Board and subject to the requirements
of Section 409A of the Code, Participants may be entitled
to receive any dividends declared with respect to Shares which
have been earned in connection with grants of Performance Units
and/or
Performance Shares which have been earned, but not yet
distributed to Participants (such dividends shall be subject to
the same accrual, forfeiture, and payout restrictions as those
that apply to dividends earned with respect to Shares of
Restricted Stock, as set forth in Section 8.5 herein). In
addition, Participants may, at the discretion of the Board, be
entitled to exercise their voting rights with respect to such
Shares.
ARTICLE 10.
Phantom Shares
10.1 Grant of Phantom Shares. Subject to
the terms of the Plan, Phantom Shares may be granted to
Participants in such amounts and upon such terms, and at any
time and from time to time, as shall be determined by the Board;
provided, however, that Phantom Shares designed to
qualify for the Performance-Based Exception shall be granted
only by the Committee.
10.2 Award Agreement. Each Phantom Share
grant shall be evidenced by an Award Agreement that shall
specify the terms and conditions of such Award and such other
provisions as the Board shall determine.
10.3 Value of Phantom Shares. Each
Phantom Share shall have an initial value equal to the Fair
Market Value of a Share on the date of grant. The Board shall
establish the terms and conditions of such Award, including any
vesting provisions and performance goals. The performance goals
with respect to Awards designed to qualify for the
Performance-Based Exception shall be established in writing by
the Committee prior to the earlier of (a) ninety
(90) days after the commencement of the Performance Period
or (b) the date on which 25% of the Performance Period will
elapse, provided, that in either case, achievement of the
performance goals is substantially uncertain on such date.
10.4 Earning of Phantom Shares. Subject
to the terms of this Plan, the holder of any vested Phantom
Shares shall be entitled to receive payout on the number and
value of Phantom Shares earned by the Participant over the
Performance Period, to be determined by the extent to which the
corresponding performance goals have been achieved.
10.5 Form and Timing of Payment of Phantom
Shares. Payment of earned Phantom Shares shall be
made in a single lump sum at such time as designated by the
Board, but in no event later than
21/2
months following the end of the calendar year in which the
Phantom Shares vest. Subject to the terms of this Plan, the
Board, in its sole discretion, may pay earned Phantom Shares in
the form of cash or in Shares (or in a combination thereof)
which have an aggregate Fair Market Value equal to the value of
the earned Phantom Shares at such time as designated by the
Board; provided, however, that payment shall not
be made with respect to Awards designed to qualify for the
Performance-Based Exception prior to the Committees
certification, in writing, that the performance goals relating
to such Awards have been satisfied. Such Shares may be granted
subject to any restrictions deemed appropriate by the Board. The
determination of the Board with respect to the form of payout of
such Awards shall be set forth in the Award Agreement pertaining
to the grant of the Award.
At the discretion of the Board and subject to the requirements
of Section 409A of the Code, Participants may be entitled
to receive any dividends declared with respect to Shares which
have been earned in connection with grants of Phantom Shares
which have been earned, but not yet distributed to Participants
(such dividends shall be subject to the same accrual,
forfeiture, and payout restrictions as those that apply to
dividends earned with respect to Shares of Restricted Stock, as
set forth in Section 8.5 herein).
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ARTICLE 11.
Other Share-Based
Awards
Subject to the terms of the Plan, the Board may grant other
Share-Based Awards under this Plan, including without
limitation, those Awards pursuant to which Shares are acquired
or may in the future be acquired and including Awards of
dividend equivalents. The Board, in its sole discretion, shall
determine the terms and conditions of such other Share-Based
Awards.
ARTICLE 12.
Performance Measures
Unless and until the Board proposes for shareholder vote and
shareholders approve a change in the general performance
measures set forth in this Article 12, the attainment of
which may determine the degree of payout
and/or
vesting with respect to Awards which are designed to qualify for
the Performance-Based Exception, the performance measure(s) to
be used for purposes of such grants shall be based on one or
more of the following criteria:
(a) earnings per share;
(b) net income (before or after taxes);
(c) return measures (including, but not limited to, return
on assets, equity, or sales);
(d) cash flow (including, but not limited to, operating
cash flow, free cash flow, cash flow return on investment
(discounted or otherwise), or cumulative cash flow per share);
(e) earnings before or after taxes;
(f) gross revenues;
(g) operating profit;
(h) operating expenses;
(i) share price (including, but not limited to, growth
measures and total shareholder return);
(j) economic value added;
(k) implementation or completion of critical projects or
processes;
(l) strategic business criteria, consisting of one or more
objectives based on meeting specified market share, market
penetration, geographic business expansion, customer
satisfaction, employee satisfaction, human resources management,
supervision of litigation, information technology, and goals
relating to acquisitions, divestitures, joint ventures and
similar transactions, and budget comparisons;
(m) personal professional objectives, including any of the
foregoing performance goals, the implementation of policies and
plans, the negotiation of transactions, the development of
long-term business goals, formation of joint ventures, research
or development collaborations, and the completion of other
corporate transactions; and
(n) any combination of, or a specified increase in, any of
the foregoing.
Where applicable, the performance goals may be expressed in
terms of attaining a specified level of the particular criteria
or the attainment of a percentage increase or decrease in the
particular criteria, and may be applied to one or more of the
Company, a Subsidiary or Affiliate, or a division or strategic
business unit of the Company, or may be applied to the
performance of the Company relative to a market index, a group
of other companies or a combination thereof, all as determined
by the Committee.
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The Board (or the Committee with respect to Awards designed to
qualify for the Performance-Based Exception) shall have the
discretion to adjust the determinations of the degree of
attainment of the preestablished performance goals;
provided, however, that Awards which are designed
to qualify for the Performance-Based Exception, may not be
adjusted upward (the Committee shall retain the discretion to
adjust such Awards downward). Nevertheless, the Board (or the
Committee with respect to Awards designed to qualify for the
Performance-Based Exception) shall have the authority, to the
extent set forth in an applicable Award Agreement or permitted
under Section 162(m) of the Code, to make appropriate
adjustments in the performance goals under an Award to reflect
the impact of the following extraordinary items not reflected in
such goals: (1) any profit or loss attributable to
acquisitions or dispositions of stock or assets, (2) any
changes in accounting standards that may be required or
permitted by the Financial Accounting Standards Board or adopted
by the Company after the goal is established, (3) all items
of gain, loss or expense for the year related to restructuring
charges for the Company, (4) all items of gain, loss or
expense for the year determined to be extraordinary or unusual
in nature of infrequent in occurrence or related to the disposal
of a segment of a business, (5) all items of gain, loss or
expense for the year related to discontinued operations that do
not qualify as a segment of a business as defined in APB Opinion
No. 30, and (6) such other items as may be prescribed
by Section 162(m) of the Code and the Treasury regulations
thereunder as may be in effect from time to time, and any
amendments, revisions or successor provisions and any changes
thereto. The Board (or the Committee with respect to Awards
designed to qualify for the Performance-Based Exception) shall
have full authority and discretion to, from time to time, as the
Board deems necessary or appropriate, modify the accounting
principles and components applied in the determination of the
degree of attainment of the preestablished performance goals
with respect to all Awards.
In the event that applicable tax
and/or
securities laws change to permit Board discretion to alter the
governing performance measures without obtaining shareholder
approval of such changes, the Board shall have sole discretion
to make such changes without obtaining shareholder approval. In
addition, in the event that the Board determines that it is
advisable to grant Awards which shall not qualify for the
Performance-Based Exception, the Board may make such grants
without satisfying the requirements of Code Section 162(m).
ARTICLE 13.
Beneficiary
Designation
Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid
in case of his or her death before he or she receives any or all
of such benefit. Each such designation shall revoke all prior
designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed
by the Participant in writing with the Company during the
Participants lifetime. In the absence of any such
designation, benefits remaining unpaid at the Participants
death shall be paid to the Participants estate.
ARTICLE 14.
Deferrals
The Board may permit or require a Participant to defer such
Participants receipt of the payment of cash or the
delivery of Shares that would otherwise be due to such
Participant by virtue of the exercise of an Option or SAR, the
lapse or waiver of restrictions with respect to Restricted
Stock, or the satisfaction of any requirements or goals with
respect to Performance Units/Shares. If any such deferral
election is required or permitted, the Board shall, in its sole
discretion, establish rules and procedures for such payment
deferrals and such deferrals shall comply with Section 409A
of the Code and any regulations or guidance promulgated
thereunder.
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ARTICLE 15.
Rights of
Employees/Directors
15.1 Employment. Nothing in the Plan
shall interfere with or limit in any way the right of the
Company to terminate any Participants employment at any
time, nor confer upon any Participant any right to continue in
the employ of the Company.
15.2 Participation. No Employee or
Director shall have the right to be selected to receive an Award
under this Plan, or, having been so selected, to be selected to
receive a future Award.
15.3 Termination of
Employment/Directorship/Relationship. Each
Participants Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise
and/or
receive payment for any Award following termination of the
Participants employment or directorship with the Company,
or termination of relationship with the Company. Such provisions
shall be determined in the sole discretion of the Board, shall
be included in the Award Agreement entered into with each
Participant, need not be uniform among Awards and may reflect
distinctions based on the reasons for termination.
15.4 Competition. In the event the
Participant engages in any Competition with the Company, the
Participant immediately and permanently forfeits the right to
exercise
and/or
receive payment for any Award, whether or not vested. The
Participant must return to the Company the Participants
gain resulting from Options exercised at any time within the
twelve-month period preceding the date the Participant became
engaged in competition with the Company.
15.5 Nontransferability. Except as
otherwise provided in a Participants Award Agreement or
determined by the Board, Awards may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of decent and distribution. Further,
except as otherwise provided in a Participants Award
Agreement or determined by the Board, a Participants
rights under the Plan shall be exercisable during the
Participants lifetime only by the Participant or the
Participants legal representative.
ARTICLE 16.
Change in Control
16.1 Treatment of Outstanding Awards.
(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
Shares of Restricted Stock which are not performance-based shall
lapse;
(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
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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 to the extent
such treatment does not result in tax penalties under
Section 409A of the Code, 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.
16.2 Termination, Amendment, and Modifications of Change
in Control Provisions. Notwithstanding any other
provision of this Plan (but subject to the limitations of
Section 18.3 hereof) or any Award Agreement provision, the
provisions of this Article 16 may not be terminated,
amended, or modified on or after the date of a Change in Control
to affect adversely any Award theretofore granted under the Plan
without the prior written consent of the Participant with
respect to said Participants outstanding Awards;
provided, however, the Board may terminate, amend,
or modify this Article 16 at any time and from time to time
prior to the date of a Change in Control.
ARTICLE 17.
Change in
Capitalization
In the event of any change in corporate capitalization, such as
a stock split, or a corporate transaction, such as any merger,
consolidation, separation, including a spin off, or other
distribution of stock or property of the Company, any
reorganization (whether or not such reorganization comes within
the definition of such term in Code Section 368) or
any partial or complete liquidation of the Company, the Board
shall make such adjustment in the number and class of Shares
which may be delivered under Section 4.1, in the number and
class of
and/or price
of Shares subject to outstanding Awards granted under the Plan,
and in the Award limits set forth in Section 4.1 as it
determines to be appropriate and equitable, in its sole
discretion, to prevent dilution or enlargement of rights;
provided, however, that the number of Shares
subject to any Award shall always be a whole number;
provided, further, that no such adjustment shall cause
any Award hereunder which is or becomes subject to
Section 409A of the Code to fail to comply with the
requirements of such section.
ARTICLE 18.
Amendment,
Modification, and Termination
18.1 Amendment, Modification, and
Termination. Subject to Sections 18.3 and
18.4, the Board may at any time and from time to time, alter,
amend, suspend or terminate the Plan in whole or in part;
provided, that no amendment shall be made without
shareholder approval if such approval is necessary to comply
with any applicable tax or regulatory requirements. Prior to
such approval, Awards may be made under the Plan expressly
subject to such approval.
18.2 Adjustment of Awards. The Board (or
its delegate) may make adjustments in the terms and conditions
of, and the criteria included in, any Award in any situation it
deems appropriate, as long as the adjustment of such Award does
not adversely affect the holder; provided, that no such
adjustment
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shall be authorized to the extent that such authority would be
inconsistent with the Plans meeting the requirements of
Section 162(m) or 409A of the Code.
18.3 Awards Previously Granted. Notwithstanding
any other provision of the Plan to the contrary (but subject to
Article 16, 17, 19 and 23 hereof), no termination,
amendment, or modification of the Plan shall adversely affect in
any material way any Award previously granted under the Plan,
without the written consent of the Participant holding such
Award.
18.4 Compliance with Code
Section 162(m). At all times when Code
Section 162(m) is applicable, all Awards granted under this
Plan shall comply with the requirements of Code
Section 162(m); provided, however, that in
the event the Board determines that such compliance is not
desired with respect to any Award or Awards available for grant
under the Plan, then compliance with Code Section 162(m)
will not be required. In addition, in the event that changes are
made to Code Section 162(m) to permit greater flexibility
with respect to any Award or Awards available under the Plan,
the Board may, subject to this Article 18, make any
adjustments it deems appropriate.
ARTICLE 19.
Clawback
If the Companys financial results are materially restated,
the Committee may review the circumstances surrounding the
restatement and determine whether and which Participants will be
required to forfeit the right to receive any future Awards or
other equity based incentive compensation under the Plan
and/or repay
any Awards or cash payments determined by the Committee to have
been inappropriately received by the Participant. If the
Companys financial results are restated due to fraud, any
Participant who the Committee determines participated in or is
responsible for the fraud causing the need for the restatement,
forfeits the right to receive any future Awards or other equity
based incentive compensation under the Plan and must repay any
Awards or cash payments in excess of the amounts that would have
been received based on the restated financial results. Any
repayments required under this Article 19 must be made by
the Participant within ten (10) days following written
demand from the Company. This Article 19 applies only to
Participants in the Plan who also participate in the Steelcase
Inc. Executive Severance Plan.
ARTICLE 20.
Withholding
20.1 Tax Withholding. The Company shall
have the power and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to
satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.
20.2 Share Withholding. With respect to
withholding required upon the exercise of Options or SARs, upon
the lapse of restrictions on Restricted Stock, or upon any other
taxable event arising as a result of Awards granted hereunder,
Participants may elect, subject to the approval of the Board, to
satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having a Fair Market Value on
the date the tax is to be determined equal to the minimum
statutory total tax which could be imposed on the transaction.
All such elections shall be irrevocable, made in writing, signed
by the Participant, and shall be subject to any restrictions or
limitations that the Board, in its sole discretion, deems
appropriate.
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ARTICLE 21.
Indemnification
Each person who is or shall have been a member of the Committee,
or of the Board, shall be indemnified and held harmless by the
Company against and from any loss, cost, liability, or expense
that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or
she may be involved by reason of any action taken or failure to
act under the Plan and against and from any and all amounts paid
by him or her in settlement thereof, with the Companys
approval, or paid by him or her in satisfaction of any judgment
in any such action, suit, or proceeding against him or her,
provided he or she shall give the Company an opportunity, at its
own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf. The
foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be
entitled under the Companys Articles of Incorporation of
Bylaws, as a matter of law, or otherwise, or any power that the
Company may have to indemnify them or hold them harmless.
ARTICLE 22.
Successors
All obligations of the Company under the Plan with respect to
Awards granted hereunder shall be binding on any successor to
the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation,
or otherwise, of all or substantially all of the business
and/or
assets of the Company.
ARTICLE 23.
Legal Construction
23.1 Gender and Number. Except where
otherwise indicated by the context, any masculine term used
herein also shall include the feminine; the plural shall include
the singular and the singular shall include the plural.
23.2 Severability. In the event any
provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been
included.
23.3 Requirements of Law. The granting of
Awards and the issuance of Shares under the Plan shall be
subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national
securities exchanges as may be required.
23.4 Securities Law Compliance. With
respect to Insiders, transactions under this Plan are intended
to comply with all applicable conditions or Rule 16b3
or its successors under the 1934 Act. To the extent any
provision of the plan or action by the Board fails to so comply,
it shall be deemed null and void, to the extent permitted by law
and deemed advisable by the Board.
23.5 Section 409A. The intent of the
parties is that payments and benefits under this Plan comply
with Section 409A of the Code, to the extent subject
thereto, and accordingly, to the maximum extent permitted, this
Plan shall be interpreted and administered to be in compliance
therewith. Notwithstanding anything contained herein to the
contrary, to the extent required in order to avoid accelerated
taxation
and/or tax
penalties under Section 409A of the Code, a Participant
shall not be considered to have terminated employment with the
Company for purposes of this Plan unless the Participant would
be considered to have incurred a separation from
service from the Company within the meaning of
Section 409A of the Code. Each amount to be paid or benefit
to be provided under this Plan shall be construed as a separate
identified payment for purposes of Section 409A of the
Code, and any payments described in this Plan that are due
within the short term deferral period as defined in
A-16
Section 409A of the Code shall not be treated as deferred
compensation unless applicable law requires otherwise. Without
limiting the foregoing and notwithstanding anything contained
herein to the contrary, to the extent required in order to avoid
accelerated taxation
and/or tax
penalties under Section 409A of the Code, amounts that
would otherwise be payable and benefits that would otherwise be
provided pursuant to this Plan during the
six-month
period immediately following a Participants separation
from service shall instead be paid on the first business day
after the date that is six months following the
Participants separation from service (or death, if
earlier). The Plan and any Award Agreements issued thereunder
may be amended in any respect deemed by the Board or the
Committee to be necessary in order to preserve compliance with
Section 409A of the Code.
23.6 Governing Law. To the extent not
preempted by federal law, the Plan, and all agreements
hereunder, shall be construed in accordance with and governed by
the laws of the State of Michigan.
ARTICLE 24.
Execution
IN WITNESS WHEREOF, Steelcase Inc. has caused this Plan,
captioned Steelcase Inc. Incentive Compensation
Plan, as amended and restated effective as of
February 27, 2010, to be executed by its duly authorized
officer this 5th day of May, 2010.
STEELCASE INC.
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Its:
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Senior Vice President, Chief Administrative Officer
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A-17
901 44TH STREET SE
GH-3E-18
GRAND RAPIDS,
MI 49508
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Please consider the issues discussed in the Proxy Statement
and exercise your right to
vote by one of the following methods: |
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Access the
Internet voting site: www.proxyvote.com. |
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Call 1-800-690-6903 toll-free 24 hours a day, seven
days a week. |
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The deadline for voting by the Internet or telephone
is 11:59 p.m. EDT on June 23, 2010. |
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Complete, sign and date the proxy below and return
it in the enclosed postage-paid envelope. Proxy cards received and
processed before 11:00 a.m. EDT on June 24, 2010 will be voted. |
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If you vote by Internet or telephone, you do not need to
return your proxy card. |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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M24942-P95031
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KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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STEELCASE INC. |
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The Steelcase Inc.
Board of Directors recommends a vote FOR the following proposals. |
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If you sign and return this card with no specific voting instructions, the shares will be voted FOR all of the following nominees for Director:
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For All
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Withhold All
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For All Except
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To
withhold authority to vote for any individual nominee(s), mark
For All Except and write the number(s) of the nominee(s)
on the line above. |
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1. |
Election of four
Directors (terms expiring in 2013) |
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Nominees: |
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01)
Connie K. Duckworth 02) James P. Hackett 03) David W. Joos 04) P. Craig Welch, Jr. |
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