EX-10.5






Exhibit 10.5




2009-1 AMENDMENT

TO THE

STEELCASE INC.

INCENTIVE COMPENSATION PLAN

Amended and Restated as of February 24, 2007




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




          Pursuant to Section 18.1 of the Plan, the Company amends the Plan as follows:




A.




          Articles 9 and 10 are amended and replaced in their entirety with the following:




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



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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 2 1/2 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 Committee’s 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 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



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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 2 1/2
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 Committee’s 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).




B.




          Article 16 is amended and replaced in its entirety with the following:




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 Restricted Shares which are not
performance-based shall lapse;




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	 	(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 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, 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



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theretofore granted under
the Plan without the prior written consent of the Participant with respect to said Participant’s
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.



C.




          Article 23 is amended and replaced in its entirety with the following:




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 16b–3 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, 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 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 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). 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.



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     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.



D.




          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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