EX-10.6






Exhibit 10.6




2009-1 AMENDMENT

TO THE

STEELCASE INC.

EXECUTIVE SEVERANCE PLAN




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




          Pursuant to Section 6 of the Plan, the Company amends the Plan as follows:




A.




          Sections 1, 2 and 3 are amended and replaced in their entirety with the following:




SECTION 1. DEFINITIONS. As used herein:




          SECTION 1.1 “Act” shall mean the Securities Exchange Act of 1934, as amended.




          SECTION 1.2 “Affiliate” shall have the meaning set forth in Rule 12b-2 of the General
Rules and Regulations of the Act.




          SECTION 1.3 “Auditor” means the Company’s independent registered public accounting
firm immediately prior to the Change in Control.




          SECTION 1.4 “Base Salary” means the annual base salary or wages (excluding bonuses,
commissions, premium pay, and similar compensation) immediately prior to the Severance Date
(without regard to any reduction therein which constitutes Good Reason, if applicable).




          SECTION 1.5 “Beneficial Owner” or “Beneficial Ownership” shall have the
meaning set forth in Rule 13d-3 of the General Rules and Regulations of the Act.




          SECTION 1.6 “Board” means the Board of Directors of the Company, or any successor
thereto.




          SECTION 1.7 “Cause” means (i) the willful and continued failure of the Eligible
Employee to perform substantially the Eligible Employee’s duties with the Company or the Affiliate
then employing the Eligible Employee (other than any such failure resulting from incapacity due to
physical or mental illness), after a written demand for substantial performance is delivered to the
Eligible Employee by the Company or the Affiliate that specifically identifies the alleged manner
in which the Eligible Employee has not substantially performed the Eligible Employee’s duties, or
(ii) the willful engaging by the Eligible Employee in illegal conduct or gross misconduct that is
materially and demonstrably injurious to the Company. For purposes of



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this provision, no act or failure to act, on the part of the Eligible Employee, shall be
considered “willful” unless it is done, or omitted to be done, by the Eligible Employee in bad
faith or without reasonable belief that the Eligible Employee’s action or omission was in the best
interests of the Company or the Affiliate then employing the Eligible Employee.




          SECTION 1.8 “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, but only if such event
constitutes 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 within the meaning set forth in Section 409A of
the Code:





	 	(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 Company’s 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 Company’s 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,




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	 	 	 	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 Company’s 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
Company’s assets, other than a sale or disposition by the Company of all or
substantially all of the Company’s 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
an Eligible Employee, if the Eligible Employee is part of a purchasing group which
consummates the Change in Control transaction. An Eligible Employee shall be deemed “part
of a purchasing group” for purposes of the preceding sentence if the Eligible Employee 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 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.



          SECTION 1.9 “CIC LT Bonus” shall be the amount equal to the Eligible Employee’s bonus
at target under the long-term component of the MIP (or any successor plan thereto) with respect to
the Company’s performance during the fiscal year in which the Severance Date occurs, pro-rated for
the period of the Eligible Employee’s employment with the Company or an Affiliate during the fiscal
year in which the Severance Date occurs; provided, that the CIC LT Bonus will be reduced by
an amount relating to the bonus that has already been paid for the fiscal year in which the
Severance Date occurs under the long-term component of the MIP, or any successor plan thereto.




          SECTION 1.10 “CIC Pro Rata Bonus” shall be the amount equal to the Eligible Employee’s
Target Bonus, pro-rated for the period of the Eligible Employee’s employment with the Company or an
Affiliate during the fiscal year in which the Severance Date occurs; provided, that the CIC
Pro Rata Bonus will be reduced by an amount relating to the bonus that has already



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been paid for the fiscal year in which the Severance Date occurs under the annual component of
the MIP, or any successor plan thereto.




          SECTION 1.11 “CIC SERP Benefit” means the present value of a Severed Employee’s
benefit determined under the terms of the SERP, as if the Severed Employee had met the conditions
for Normal Retirement (as such term is defined in the SERP) or Early Retirement (as such term is
defined in the SERP), with the following modifications:





(a) the Severed Employee’s “Vested Percentage” (as such term is used in Section 5 of
the SERP) shall be 100%;




(b) such benefit, as modified by clause (a) above, multiplied by the following
fraction:




(1) the numerator of which is the Severed Employee’s sum of age and years of
service (as determined for purposes of the Steelcase Inc. Retirement Plan and
hereinafter referred to as “Points”) at the Severance Date after adjustment under
clause (c) below; and




(2) the denominator of which is the lesser of (A) 80 or (B) the number of Points
the Severed Employee would have accumulated by continuing in the employment of the
Company to age 65.




Notwithstanding subclauses (1) and (2) above, the fraction will be set to 1 for any
Severed Employee who has either attained age 65 or accumulated 80 Points as of the
Severance Date (inclusive of the adjustment in clause (c) below);




(c) the calculation of the Severed Employees’ Points shall be adjusted by adding six
(6) Points to the total Points as of the Severance Date of a Level 1 Employee and by
adding four (4) Points as of the Severance Date of a Level 2 Employee;


and assuming no pre-retirement mortality and using an interest rate equal to the pre-Change in
Control financial accounting discount rate (Financial Accounting Standard No 87, and its
successors) for the SERP effective for the fiscal year in which the Change in Control occurs and
such discount rate shall be based on the cash-flow matching model utilizing the Citigroup Above
Median Pension Curve.




          SECTION 1.12 “CIC Severance” means the termination of an Eligible Employee’s
employment with the Company or an Affiliate on or within two years following the date of a Change
in Control (i) by the Company or an Affiliate other than for Cause or (ii) by the Eligible Employee
for Good Reason. Notwithstanding the foregoing, an Eligible Employee will not be considered to
have incurred a CIC Severance if his employment is discontinued by reason of the Eligible
Employee’s death or a physical or mental condition causing such Eligible Employee’s inability to
substantially perform his duties with the Company or the Affiliate then employing the Eligible
Employee, if such condition entitles him to benefits under any long-term disability income policy
or program of the Company or an Affiliate.




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          SECTION 1.13 “CIC Severance Multiplier” means (i) with respect to each Level 1
Employee, 3 and (ii) with respect to each Level 2 Employee, 2.




          SECTION 1.14 “CIC Severance Pay” means the payment determined pursuant to Section 2.2
hereof.




          SECTION 1.15 “Code” means the Internal Revenue Code of 1986, as it may be amended from
time to time.




          SECTION 1.16 “Company” means Steelcase Inc. and (except for determining whether a
Change in Control has occurred) any successors thereto.




          SECTION 1.17 “Compensation Committee” means the compensation committee of the Board,
or any successor thereto.




          SECTION 1.18 “Director” means any individual who is a member of the Board.




          SECTION 1.19 “Effective Date” means March 1, 2007.




          SECTION 1.20 “Eligible Employee” means any Level 1 Employee or Level 2 Employee, as
designated by the Plan Administrator from time to time.




          SECTION 1.21 “ERISA” means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.




          SECTION 1.22 “Excise Tax” means any excise tax imposed under section 4999 of the Code.




          SECTION 1.23 “Good Reason” means the occurrence, on or after the date of a Change in
Control and without the affected Eligible Employee’s written consent, of (i) a material reduction
in the Eligible Employee’s Base Salary and annual bonus opportunity, (ii) a material adverse
alteration in the nature or status of the Eligible Employee’s responsibilities, duties or title
from those in effect immediately prior to the Change in Control, including without limitation, if
the Eligible Employee was, immediately prior to the Change in Control, an executive officer of a
public company, the Eligible Employee ceasing to be an executive officer of a public company, (iii)
a relocation of the Eligible Employee’s principal place of employment to a location more than fifty
(50) miles from the Eligible Employee’s principal place of employment immediately prior to the
Change in Control or (iv) the failure of a successor to assume and agree to perform the obligations
under this Plan.




          SECTION 1.24 “Gross-Up Payment” shall have the meaning set forth in Section 3.1.




          SECTION 1.25 “Initial Holder” shall have the meaning set forth in the Second Restated
Articles of Incorporation of the Company.




          SECTION 1.26 “Key Employee” means any Eligible Employee described in section
409A(a)(2)(B)(i) of the Code.




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          SECTION 1.27 “Level 1 Employee” shall mean the Chief Executive Officer of the Company
and each individual designated by the Plan Administrator from time to time as a Level 1 Employee.
The Plan Administrator has designated the individuals set forth in Attachment 1 hereto as Level 1
Employees.




          SECTION 1.28 “Level 2 Employee” shall mean each individual designated by the Plan
Administrator from time to time as a Level 2 Employee. The Plan Administrator has designated the
individuals set forth in Attachment 2 hereto as Level 2 Employees.




          SECTION 1.29 “LT Balance” shall mean the payout of the balance, if any, in the Severed
Employee’s long-term incentive compensation account under the MIP (or any successor plan thereto)
as of the Severance Date, after appropriate interest crediting for such period has occurred in
accordance with the terms under the MIP.




          SECTION 1.30 “MIP” shall mean the Steelcase Inc. Management Incentive Plan.




          SECTION 1.31 “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.




          SECTION 1.32 “Permitted Trust” shall have the meaning set forth in the Second Restated
Articles of Incorporation of the Company.




          SECTION 1.33 “Permitted Trustee” shall have the meaning set forth in the Second
Restated Articles of Incorporation of the Company.




          SECTION 1.34 “Person” shall have the meaning ascribed to such term in Section 3(a)(9)
of the 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 stockholders of the Company in substantially the same proportions as their ownership of stock
of the Company.




          SECTION 1.35 “Plan” means the Steelcase Inc. Executive Severance Plan, as set forth
herein, as it may be amended from time to time.




          SECTION 1.36 “Plan Administrator” means the Compensation Committee, or any successor
thereto.




          SECTION 1.37 “Pro Rata Bonus” shall be the amount equal to the Eligible Employee’s
Target Bonus, pro-rated for the period of the Eligible Employee’s employment with the Company or an
Affiliate during the fiscal year in which the Severance Date occurs.




          SECTION 1.38 “Restricted Period” means twenty-four (24) months immediately following
the Severance Date.




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          SECTION 1.39 “SERP” means the Steelcase Inc. Executive Supplemental Retirement Plan,
or any successor thereto.




          SECTION 1.40 “Severance” means the termination of an Eligible Employee’s employment
prior to a Change in Control by the Company or an Affiliate other than for Cause. Notwithstanding
the foregoing, an Eligible Employee will not be considered to have incurred a Severance if his
employment is discontinued by reason of the Eligible Employee’s death or a physical or mental
condition causing such Eligible Employee’s inability to substantially perform his duties with the
Company or the Affiliate then employing the Eligible Employee, if such condition entitles him to
benefits under any long-term disability income policy or program of the Company or an Affiliate.




          SECTION 1.41 “Severance Date” means the date on which an Eligible Employee incurs a
Severance or CIC Severance.




          SECTION 1.42 “Severance Multiplier” means (i) with respect to each Level 1 Employee, 2
and (ii) with respect to each Level 2 Employee, 1.




          SECTION 1.43 “Severance Pay” means the payment determined pursuant to Section 2.1
hereof.




          SECTION 1.44 “Severed Employee” is an Eligible Employee (including any Key Employee)
who incurs a Severance or CIC Severance.




          SECTION 1.45 “Target Bonus” means (i) with respect to a Severance, an Eligible
Employee’s annual bonus (excluding any bonuses relating to the long-term component under the MIP or
any successor plan thereto) for the year in which the Severance occurs determined based on the
actual achievement of applicable performance targets and (ii) with respect to a CIC Severance, an
Eligible Employee’s target annual bonus (excluding any bonuses relating to the long-term component
under the MIP or any successor plan thereto) for the year in which the CIC Severance occurs.




          SECTION 1.46 “Tax Counsel” means tax counsel reasonably acceptable to the Eligible
Employee and selected by the Auditor (which Tax Counsel may be the Company’s internal legal
department).




          SECTION 1.47 “Total Payments” means any payment or benefit (other than the Gross-Up
Payment) received in connection with a Change in Control or the termination of an Eligible
Employee’s employment, whether pursuant to the terms of the Plan or any other plan, arrangement or
agreement.




SECTION 2. SEVERANCE PAYMENTS AND BENEFITS.




          SECTION 2.1 (a) Upon a Severance, each Severed Employee shall be entitled, subject to Section
2.6 hereof, to receive a total amount equal to (i) Severance Pay in an amount equal to the
applicable Severance Multiplier times the sum of the Base Salary and Target Bonus (the “Severance
Pay”); (ii) the Pro Rata Bonus; and (iii) the LT Balance. The Severance Pay and the LT Balance
shall be paid to an eligible Severed Employee in the following manner: (x)



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subject to Section 2.6 hereof, the LT Balance and 67% of the total amount of Severance Pay
shall be paid on the sixtieth (60) day following the Severance Date and (y) the remaining 33% of
the Severance Pay shall be paid at the expiration of the Restricted Period. The Pro Rata Bonus
shall be paid as soon as feasible following the completion of the incentive compensation
calculations for the plan year; provided, however, that no amount shall be paid
with respect to an award designed to qualify under Section 162(m) of the Code until such award has
been appropriately certified in accordance with Section 162(m) of the Code; provided,
further, that payment shall be made no later than 2 1/2 months following the end of the
calendar year in which such plan year ends.




          (b) If the Company’s financial results are materially restated for a reason other than fraud,
the Compensation Committee may review the circumstances surrounding the restatement and determine
whether and which Eligible Employees of the Plan will be required to forfeit the right to receive
any future payments described in Section 2.1(a) and/or repay any prior payments described in
Section 2.1(a) determined by the Compensation Committee to have been inappropriately received by
the Eligible Employee. If the Company’s financial results are restated due to fraud, any Eligible
Employee who the Compensation Committee determines participated in or is responsible for the fraud
causing the need for the restatement forfeits the right to receive any future payments described in
Section 2.1(a) and will be required to repay any amounts described in Section 2.1(a) paid in excess
of the amounts that would have been paid based on the restated financial results. Any repayments
required under Section 2.1(b) must be made by the Eligible Employee within ten (10) days following
written demand from the Company.




          SECTION 2.2 Upon a CIC Severance, each Severed Employee shall be entitled, subject to Section
2.6 hereof, to receive (i) CIC Severance Pay in an amount equal to the applicable CIC Severance
Multiplier times the sum of the Base Salary and Target Bonus (the “CIC Severance Pay”); (ii) the
CIC Pro Rata Bonus; (iii) the CIC LT Bonus; (iv) the LT Balance; and (v) the CIC SERP Benefit. The
CIC Severance Pay, the CIC Pro Rata Bonus, the CIC LT Bonus, the LT Balance and the CIC SERP
Benefit shall be paid to an eligible Severed Employee in a cash lump sum on the sixtieth (60) day
following the Severance Date. For the avoidance of doubt, the CIC SERP Benefit shall be paid in
lieu of payments that may otherwise become payable under the SERP.




          SECTION 2.3 The Company shall pay, subject to Section 2.6 hereof, the Severed Employee in a
cash lump sum on the sixtieth (60) day following the Severance Date a lump sum amount equal to
eighteen (18) multiplied by the monthly premium such Severed Employee would be charged in order to
continue his (and his beneficiaries’) health plan coverage as in effect immediately prior to
Severance Date under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended.




          SECTION 2.4 Each Severed Employee shall be entitled, subject to Section 2.6 hereof, to receive
outplacement assistance through a company selected at the sole discretion of the Company. The
Company shall pay for outplacement services up to a period of eighteen (18) months (or a longer
period if extended in writing by the Company) if the Severed Employee commences assistance within
sixty (60) days of the Severance Date.




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          SECTION 2.5 Notwithstanding anything in the Plan to the contrary, Severed Employees shall be
entitled to receive payments and benefits under the applicable compensation and benefit plans of
the Company and its Affiliates to the extent set forth in such plans, including any amounts earned
but not yet paid through the Severance Date.




          SECTION 2.6 Notwithstanding anything in the Plan to the contrary, the receipt by a Severed
Employee of payments and benefits under this Section 2 of the Plan shall be conditioned on the
execution by the Severed Employee of a written release substantially in the form attached as
Exhibit A hereto within 45 days following the Severance Date (and subsequent
non-revocation) and compliance with the restrictive covenants set forth in Section 5 hereof. In
addition, as a condition to the receipt of benefits or payments hereunder, each Severed Employee
shall be required, upon the Company’s reasonable request, to cooperate with the Company for a
period of 30 days following Severance Date with respect to transitioning the Severed Employee’s
duties, provided that such services shall be provided at such time and place as may be selected by
the Severed Employee and in a manner that does not interfere with the Severed Employee’s subsequent
employment or other business endeavors.




SECTION 3. EXCISE TAXES.



          SECTION 3.1 In the event that any portion of the Total Payments will be subject to the Excise
Tax, the Company shall pay to the Eligible Employee an additional amount (the “Gross-Up Payment”)
such that the net amount retained by the Eligible Employee, after deduction of any Excise Tax on
the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon
the Gross-Up Payment, and after taking into account the phase out of itemized deductions and
personal exemptions attributable to the Gross-Up Payment, shall be equal to the Total Payments.
The Gross-Up Payment shall be paid to the Eligible Employee as soon as reasonably practicable. In
no event shall the Gross-Up Payment be paid to the Eligible Employee later than the end of the
taxable year following the taxable year in which the Excise Tax is paid.




          SECTION 3.2 For purposes of determining whether any of the Total Payments will be subject to
the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments shall be treated as
“parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion
of Tax Counsel, such payments or benefits (in whole or in part) do not constitute parachute
payments, (ii) all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code
shall be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess
parachute payments (in whole or in part) represent reasonable compensation for services actually
rendered (within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the “base amount”
within the meaning of Section 280G(b)(3) of the Code allocable to such reasonable compensation, or
are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any
deferred payment or benefit shall be determined by the Auditor in accordance with the principles of
Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up
Payment, the Eligible Employee shall be deemed to pay federal income tax at the highest marginal
rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made
and state and local income taxes at the highest marginal rate of taxation in the state and locality
of the Eligible Employee’s residence



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on the Severance Date, net of the maximum reduction in federal income taxes which could be
obtained from deduction of such state and local taxes.




          SECTION 3.3 In the event that the Excise Tax is finally determined to be less than the amount
taken into account hereunder in calculating the Gross-Up Payment, the Eligible Employee shall repay
to the Company, within five (5) business days following the time that the amount of such reduction
in the Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such
reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal,
state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the
Eligible Employee), to the extent that such repayment results in a reduction in the Excise Tax and
a dollar-for-dollar reduction in the Eligible Employee’s taxable income and wages for purposes of
federal, state and local income and employment taxes, plus interest on the amount of such repayment
at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Excise
Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up
Payment (including by reason of any payment the existence or amount of which cannot be determined
at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in
respect of such excess (plus any interest, penalties or additions payable by the Eligible Employee
with respect to such excess) within five (5) business days following the time that the amount of
such excess is finally determined. The Eligible Employee and the Company shall each reasonably
cooperate with the other in connection with any administrative or judicial proceedings concerning
the existence or amount of liability for Excise Tax with respect to the Total Payments.




          SECTION 3.4 Notwithstanding anything in this Section 3 to the contrary, the Plan Administrator
shall make such arrangements as it shall deem equitable and appropriate in the event of an Eligible
Employee who is not a United States taxpayer in the event of the imposition of the Excise Tax or
similar tax on such employee.




B.




          Section 7 is amended and replaced in its entirety with the following:




SECTION 7. GENERAL PROVISIONS.




          SECTION 7.1 Except as otherwise provided herein or by law, no right or interest of any
Eligible Employee under the Plan shall be assignable or transferable, in whole or in part, either
directly or by operation of law or otherwise, including without limitation, by execution, levy,
garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof shall
be effective; and no right or interest of any Eligible Employee under the Plan shall be subject to,
any obligation or liability of such Eligible Employee. When a payment is due under the Plan to an
Eligible Employee who is unable to care for his affairs, payment may be made directly to his legal
guardian or personal representative.




          SECTION 7.2 If the Company or an Affiliate is obligated by law or by contract to pay severance
pay, a termination indemnity, notice pay, or the like, or if the Company or an Affiliate is
obligated by law to provide advance notice of separation, then any Severance Pay or CIC Severance
Pay paid to a Severed Employee hereunder shall be reduced (but not below zero)



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by the amount of any such severance pay, termination indemnity, notice pay or the like, as
applicable, and by the amount of any salary or wages received by the Severed Employee after the
Company or an Affiliate provided notice of separation according to Section 7.4 hereof. To the
extent that the Company or its Affiliates have an obligation to provide benefits following
termination of employment, such benefits shall not be provided hereunder to the extent that to do
so would result in duplication of such benefits. Except as specifically set forth in the preceding
sentence, amounts payable hereunder shall not be subject to mitigation or offset.




          SECTION 7.3 (a) Upon a Severance, determinations of the Plan Administrator shall be final and
binding.




          (b) Upon a Change in Control, the provisions of the Plan (including Section 4.2) shall not be
construed as prohibiting an Eligible Employee from commencing an action, suit or proceeding in any
court of competent jurisdiction with respect to such Eligible Employee’s rights under the Plan.
Except as provided in Section 5.2(c), if the Company and the Eligible Employee become involved in
any such action, suit or proceeding, the Company shall reimburse the Eligible Employee for all
reasonable expenses (including reasonable attorney’s fees) incurred by the Eligible Employee in
connection with such action, suit or proceeding provided that the Eligible Employee does not
commence such action, suit or proceeding in bad faith. Such costs shall be paid to such Eligible
Employee promptly upon presentation of expense statements or other supporting information
evidencing the incurrence of such expenses. Determinations of the Plan Administrator shall not be
entitled to deference in the event of any action or proceeding described in this Section 7.3(b)
regarding the Plan.




          SECTION 7.4 All notices or other communications hereunder shall be in writing and shall be
deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when
such notice or other communication is sent by facsimile or telex, (c) one day after timely delivery
to an overnight delivery courier, or (d) on the fifth day following the date of deposit in the
United States mail if sent first class, postage prepaid, by registered or certified mail. The
address for the Company shall be as follows: Chief Legal Officer, Executive Severance Plan,
Steelcase Inc., 901 44th Street SE, Grand Rapids, Michigan 49508. The address for each
Eligible Employee shall be the address on file with the Company.




          SECTION 7.5 Neither the establishment of the Plan, nor any modification thereof, nor the
creation of any fund, trust or account, nor the payment of any benefits shall be construed as
giving any Eligible Employee, or any person whomsoever, the right to be retained in the service of
the Company or an Affiliate, and all Eligible Employees shall remain subject to discharge to the
same extent as if the Plan had never been adopted.




          SECTION 7.6 The Company shall have the power and the right to deduct or withhold, or require
an Eligible Employee 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. 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, an Eligible
Employee shall not be considered to have terminated



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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
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 an
Eligible Employee’s separation from service shall instead be paid on the first business day after
the date that is six months following the Eligible Employee’s separation from service (or death, if
earlier). To the extent required to avoid an accelerated or additional tax under Section 409A of
the Code, amounts reimburseable to the Eligible Employee under this Plan shall be paid to the
Eligible Employee on or before the last day of the year following the year in which the expense was
incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to
the Eligible Employee) during any one year may not effect amounts reimburseable or provided in any
subsequent year. The Plan may be amended in any respect deemed by the Board or the Compensation
Committee to be necessary in order to preserve compliance with Section 409A of the Code.




          SECTION 7.7 If any provision of the Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions herein, and the Plan shall be
construed and enforced as if such provisions had not been included.




          SECTION 7.8 The Plan shall be binding upon the heirs, executors, administrators, successors
and assigns of the parties, including each Eligible Employee, present and future, and any successor
to the Company.




          SECTION 7.9 The headings and captions herein are provided for reference and convenience only,
shall not be considered part of the Plan, and shall not be employed in the construction of the
Plan. Whenever any words are used herein in the masculine gender, they shall be construed as
though they were also used in the feminine gender in all cases where they would so apply, and,
whenever any words are used herein in the singular form, they shall be construed as though they
were also used in the plural form in all cases where they would so apply.




          SECTION 7.10 (a) The Plan shall not be funded. Any amounts payable under the Plan shall be
paid out of the general assets of the Company and each Eligible Employee and their beneficiaries
shall be deemed to be a general unsecured creditor of the Company. No Eligible Employee shall have
any right to, or interest in, any assets of any Company which may be applied by the Company to the
payment of benefits or other rights under the Plan.




          (b) The Company may create a grantor trust to pay its obligations hereunder (a so-called
rabbi trust), the assets of which shall be treated, for all purposes, as the assets of the Company,
provided, however, that the Company shall not create a rabbi trust if such funding



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would have adverse tax consequences under Section 409A of the Code. The terms of the trust will
generally conform to the terms of the model trust described Revenue Procedure 92-64.




          (c) In all events, it is the intent of the Company that the Plan be treated as unfunded for
tax purposes and for purposes of Title I of ERISA.




          SECTION 7.11 The Plan shall be construed and enforced according to the laws of the State of
Michigan without reference to its choice of law rules. In the event of dispute or controversy
arising under or in connection with this Plan that has not been resolved pursuant to Section 4.2 of
the Plan, the Eligible Employee irrevocably agrees to submit to the jurisdiction and venue of the
courts of the State of Michigan either in state court of the county of Kent or in the federal court
of the Western District of Michigan.




C.




          In all other respects, the Plan remains unchanged.




          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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