Exhibit 10.18



 Exhibit 10.18 
 2012-1 AMENDMENT 
 TO THE 

STEELCASE INC. 
 EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN 
 AS AMENDED AND RESTATED EFFECTIVE
AS OF MARCH 27, 2003 
 This 2012-1 Amendment to the STEELCASE INC. EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN (the
“Plan”) is adopted by Steelcase Inc. (the “Company”). The amendment is effective as of February 25, 2012. 
 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 

  
 1 








 
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 “Early Retirement Date” means the first Payment Date
after the Participant’s Early Retirement. 
 2.9 “Employee” means any employee of the Company, excluding independent
contractors, leased employees, and self-employed individuals. 
 2.10 “15-Year Benefit” means the benefit described in
Section 6.1(b) (15-Year Benefit). 
 2.11 “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. 
 2.12 “5-Year Benefit” means the benefit described in Section 6.1(a)(5-Year Benefit). 
 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 Participant’s Normal Retirement. 
 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 a date during the first 90 days of the fiscal year of the Company (as in effect on
the date hereof) following the fiscal year during which the applicable event occurs. 

  
 2 








 2.18 “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. 
 2.19 “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 (Section 409A), 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. 


  
 3 









	 	(b)	Early Retirement. Upon Early Retirement, the Participant’s 5-Year Benefit and 15-Year Benefit shall both 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 the date the Participant reaches his or her
Normal Retirement Age, that is at least 5 years subsequent to his or her Early Retirement Date. This election will not be effective for 12 months and 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 the date the Participant reaches his or her Normal Retirement Age. 

  


	 	(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 of each annual payment under each benefit 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 date the
Participant reaches his or her Normal Retirement Age. 

  

	 	(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. 

 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; 


  
 4 









	 	(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, 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 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. 

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

SECTION 7 

AMENDMENT AND TERMINATION 

7.1 Amendment. This Plan may be amended in any manner at any time by either the Compensation Committee or the Board of Directors of Steelcase Inc.
An amendment changing the amount of benefits shall comply with the following: 
  

	 	(a)	 In the event that the Plan is amended to decrease the amount of benefit payments, the decrease shall not apply to any Participant who, prior to the
amendment’s effective date, is retired under the Normal Retirement, Early Retirement or Total Disability provisions of the Plan, or to any Surviving Spouse of a Participant who




  
 5 









	 	
died prior to the amendment, and who is receiving benefit payments or is entitled to future benefit payments under the Plan. Except as otherwise provided in an amendment to the Plan, benefit
reductions shall apply to all Participants remaining employed by the Company as of the amendment’s effective date. 

  

	 	(b)	In the event the Plan is amended to increase the amount of benefit payments, the increase, unless otherwise provided in the amendment, shall apply both to Participants
employed on and after the amendment’s effective date and to any Participant who, prior to the amendment’s effective date, is retired under the Normal Retirement, Early Retirement or Total Disability provisions of the Plan, or to any
Surviving Spouse of a Participant who died prior to the amendment, and who is receiving benefit payments or is entitled to future benefit payments under the Plan as of the amendment’s effective date; provided, however, that any benefit increase
shall be applied proportionately to reduced annual benefit payments that remain payable to a Participant, or his or her Surviving Spouse. 

 7.2 Termination. Either the Compensation Committee or the Board of Directors of Steelcase Inc. may terminate the Plan at any time and for any reason. Upon termination of the Plan, the Compensation
Committee or the Board of Directors of Steelcase Inc. shall specify the extent to which benefits of Active Participants shall be preserved or terminated. Upon termination of the Plan, all benefits that are being paid or that are payable at a future
date to any Participant who died, or retired under the Normal Retirement, Early Retirement or Total Disability provisions of the Plan, prior to the Plan’s termination, shall continue to be paid in accordance with the terms of the Plan in effect
at the time of termination. 
 D. 
 In all other respects, the Plan remains unchanged. 
 IN WITNESS OF WHICH, the
Company executes this 2012-1 Amendment to the Plan. 
  

									
		 		 		 	STEELCASE INC.
					
	Dated:	 	January 12, 2012	 		 	By:	 	/s/ Nancy W. Hickey
		 		 		 		 	Nancy W. Hickey
		 		 		 	Its:	 	Senior Vice President
		 		 		 		 	Chief Administrative Officer


  
 6