EX-10.7






Exhibit 10.7




2009-1 AMENDMENT

TO THE

STEELCASE INC.

EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN

AS AMENDED AND RESTATED EFFECTIVE AS OF MARCH 27, 2003




     This 2009-1 Amendment to the STEELCASE INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN (the
“Plan”) is adopted by Steelcase Inc. (the “Company”). The amendment is effective as of October 1,
2008.



     Pursuant to Section 7.1 of the Plan, the Company amends the Plan as follows:



A.




     Section 2 is amended and replaced in its entirety with the following:



SECTION 2




DEFINITIONS



2.1 “Active Participant” means a Participant whose active Plan participation has not yet terminated
pursuant to Section 4.2 (Termination of Participation).



2.2 “Beneficiary” means the individual, trust, or other entity designated by a Participant to
receive any amounts payable with respect to the Participant under the Plan after the Participant’s
death. A Participant may designate or change a Beneficiary by filing a signed designation with the
Committee on a form approved by the Committee. A Participant’s Will, Trust or other estate
planning document is not effective for this purpose. If a designation has not been completed
properly and filed with the Committee prior to the Participant’s death, or is ineffective for any
other reason, the Beneficiary shall be the Participant’s Surviving Spouse.



2.3 “Committee” means the committee established to administer the Plan, the members of which are
the same individuals as the members of the administrative committee of the Steelcase Inc.
Retirement Plan.



2.4 “Company” means Steelcase Inc.



2.5 “Compensation Committee” means the Compensation Committee of the Board of Directors of
Steelcase Inc.



2.6 “Competition” means direct or indirect participation in the manufacture, design or distribution
of any products of the same type as those of the Company or any subdivision, subsidiary, or
affiliate of the Company (collectively the “Company” for purposes of this Section 2.6), including,
but not limited to, office furniture, office systems or architectural products, or the


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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.



2.7 “Early Retirement” means termination of employment, for any reason other than death, at any
time on or after the first date on which the sum of the Participant’s age and years of service
equals or exceeds 80 (as determined for purposes of the Steelcase Inc. Retirement Plan) and before
the Participant reaches his or her Normal Retirement Age.



2.8 “Employee” means any employee of the Company, excluding independent contractors, leased
employees, and self-employed individuals.



2.9 “15-Year Benefit” means the benefit described in Section 6.1(b) (15-Year Benefit).



2.10 “Final Average Earnings” means the average of the Participant’s base salary for the three
consecutive calendar years prior to his or her retirement or death. Base salary includes the gross
amount payable to the Participant prior to any elective, pre-tax salary deferrals. If base salary
is paid in any currency other than U.S. Dollars, the base salary shall be converted into an
equivalent amount in U.S. Dollars on the basis of any reasonable method as may be determined by the
Committee in its sole discretion.



2.11 “5-Year Benefit” means the benefit described in Section 6.1(a)(5-Year Benefit).



2.12 “Fiscal Year” means the financial reporting and taxable year of Steelcase Inc.



2.13 “Normal Retirement” means termination of employment on or after the Participant attains Normal
Retirement Age.



2.14 “Normal Retirement Age” means age 65.



2.15 “Normal Retirement Date” means the first Payment Date after the date the Participant reaches
his or her Normal Retirement Age.



2.16 “Participant” means an Employee designated by the Compensation Committee pursuant to Section
4.1 (Participation) who is a member of executive management or other key employee. The term also
includes former Active Participants with respect to whom benefits of the Plan remain payable.



2.17 “Payment Date” means the date following the last day of the Plan Year on which it is
determined that payments are administratively feasible.



2.18 “Plan Year” means the annual period coinciding with the Fiscal Year.




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2.19 “Spouse or Surviving Spouse” means the person to whom the Participant is legally married on
the date benefit payments are scheduled to begin to the Participant. The legal existence of a
spousal relationship shall be governed by the law of the State of Michigan. For purposes of
determining benefit recipients upon the death of the Participant, the Surviving Spouse shall be the
person to whom the Participant is legally married on the date of the Participant’s death. If the
Participant and Spouse die under circumstances that make the order of their deaths uncertain, it
shall be presumed for purposes of this Plan that the Participant survived the Spouse.



2.20 “Total Disability” means that, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last for a continuous
period of not less than twelve months, the individual is unable to engage in any substantial
gainful activity or is receiving income replacement benefits under an accident and health plan
covering employees of the Company for a period of not less than three months. The determination of
Total Disability shall be made by the Committee through procedures established for that purpose and
on the basis of reasonable medical examination. The cost of any medical examination shall be an
expense of administration of the Plan.




B.




     Section 6 is amended and replaced in its entirety with the following:



SECTION 6




BENEFITS



6.1 Benefit Amounts. Plan benefits shall consist of the following:





	 	(a)	 	5-Year Benefit. The 5-Year Benefit shall be five annual payments, each
equal to 70% of a Participant’s Final Average Earnings multiplied by the Participant’s
vested percentage determined under Section 5.2 (Vested Percentage).
	 
	 	(b)	 	15-Year Benefit. The 15-Year Benefit shall be 15 annual payments, each
equal to $50,000 multiplied by the Participant’s vested percentage determined under
Section 5.2 (Vested Percentage).




6.2 Payment of Benefits. Except as otherwise provided in Section 6.3 (Forfeiture of
Benefits) or 6.4 (Key Employees), both the 5-Year Benefit and the 15-Year Benefit shall be paid to
a Participant as follows:





	 	(a)	 	Normal Retirement. Upon Normal Retirement, the Participant’s 5-Year
Benefit and 15-Year benefit payments shall both commence on the Participant’s Normal
Retirement Date.
	 
	 	(b)	 	Early Retirement. Upon Early Retirement, the Participant’s 5-Year
Benefit and 15-Year Benefit shall both commence on his or her Normal Retirement Date;




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	 	 	 	provided, however, that the Participant, with the consent of the Committee, may
elect payment of the portion of either his or her 5-Year Benefit, 15-Year Benefit,
or both, that is treated as deferred prior to January 1, 2005, to begin at any other
Payment Date prior to his or her Normal Retirement Date that is at least 12 months
subsequent to his or her election. If early payment is elected as to either or both
benefits, the amount of each annual payment under each benefit elected shall be
determined by dividing the total dollar amount of the benefit by the number of
reduced equal annual installments that result in the last reduced annual installment
of the benefit being paid on the date that the last annual installment would have
been paid if benefit payments had commenced on the Participant’s Normal Retirement
Date. A Participant’s election of early commencement of benefit payments must be
made in writing on a form provided by the Committee.
	 
	 	 	 	    The portion of a Participant’s 5-Year Benefit and 15-Year Benefit that is
treated as deferred on or after January 1, 2005, shall commence on his or her Early
Retirement Date, provided, however, that the Participant may make a one-time
election to receive payment of either his or her 5-Year Benefit, 15-Year Benefit, or
both, beginning at any other Payment Date not later than his or her Normal
Retirement Date, that is at least 5 years subsequent to his or her Early Retirement
Date. This election must be made at least 12 months prior to the Participant’s
Early Retirement Date and will only be effective if the Participant’s Early
Retirement Date is at least 5 years before his or her Normal Retirement Date.
	 
	 	(c)	 	Total Disability. In the event of the Total Disability of a
Participant before benefit payments commence under the Plan, the Participant’s 5-Year
Benefit and 15-Year Benefit shall both commence on the Payment Date following the date
the Participant incurred the Total Disability. The amount and duration of payments
will be determined in accordance with the applicable early payment provision for Early
Retirement under 6.2(b).
	 
	 	(d)	 	Death. In the event of a Participant’s death before benefit payments
commence under the Plan, benefit payments will be made to the Participant’s Surviving
Spouse, or to any other Beneficiary designated by the Participant prior to death,
commencing on the Payment Date following the date of the Participant’s death. If a
Participant dies after benefit payments begin under the Plan, remaining benefit
payments will continue to be made at the times and in the amounts in effect at the
Participant’s death to the Participant’s Surviving Spouse, or to any other Beneficiary
designated by the Participant prior to death. Whether paid directly to the Surviving
Spouse or to another Beneficiary designated by the Participant, benefit payments shall
be made or shall continue, following death of the Participant, only if the Participant
has a Surviving Spouse and only as long as the Surviving Spouse is living.




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6.3 Forfeiture of Benefits. A Participant’s right to any 5-Year Benefit and 15-Year
Benefit amounts remaining unpaid under this Plan shall be forfeited upon occurrence of any of the
following events:





	 	(a)	 	Termination Before Retirement – termination of the Participant’s
employment with the Company before eligibility for Normal Retirement, Early Retirement
or Total Disability benefits;
	 
	 	(b)	 	Termination for Cause – termination of the Participant’s employment
with the Company for cause;
	 
	 	(c)	 	No Surviving Spouse – death of the Participant without a Surviving
Spouse or death of the Participant’s Surviving Spouse following the Participant’s
death; or
	 
	 	(d)	 	Competition – the Participant directly or indirectly engages in
Competition at any time during his or her employment with the Company or during the
three year period following his or her termination of employment with the Company,
without prior approval of the Committee.




6.4 Section 409A. The intent of the parties is that payments under this Plan comply with
Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent subject
thereto, and accordingly, to the maximum extent permitted, this Plan be interpreted and
administered to be in compliance therewith. Notwithstanding anything contained herein to the
contrary and except with respect to amounts that are treated as deferred before January 1, 2005
under Section 409A (the “Grandfathered Amounts”), the Participant shall not be considered to have
terminated employment with the Company for purposes of this Agreement 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 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 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 (other than the Grandfathered Amounts) that would otherwise be payable pursuant to
this Plan during the six-month period immediately following the Participant’s separation from
service shall instead be paid on the first business day after the date that is six months following
the Participant’s separation from service (or death, if earlier). This Plan may be amended in any
respect deemed by the Board of Directors of the Company or the Compensation Committee to be
necessary in order to preserve compliance with Section 409A of the Code.




C.




     In all other respects, the Plan remains unchanged.



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     IN WITNESS OF WHICH, the Company executes this 2009-1 Amendment to the Plan.



	 	 	 	 	 	 	 
	 	 	 	 	STEELCASE INC.	 	 
	 
	 	 	 	 	 	 
	Dated:  October 3, 2008

	 	By:	 	/s/ Nancy W. Hickey	 	 
	 

	 	 	 	 

Nancy W. Hickey
	 	 
	 

	 	Its:
	 	Senior Vice President	 	 
	 

	 	 	 	Chief Administrative Officer	 	 







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