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EXHIBIT 10.32
THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933.
<< >>
CONFIDENTIAL TO: << >>
As a key employee, you have been granted an
Award of non-qualified stock option
under the UK Sub-Plan of the Steelcase Inc.
Incentive Compensation Plan (the "UK
Sub-Plan") in recognition of your
contributions.
This Agreement provides additional
information regarding your rights under the
UK Sub-Plan. A copy of the UK Sub-Plan has
already been provided to you. If
there is any inconsistency between this
Agreement and the UK Sub-Plan, the UK
Sub-Plan shall prevail. Capitalized terms
used in this Agreement are defined in
the UK Sub-Plan.
OVERVIEW OF YOUR AWARD
1.
NUMBER OF SHARES SUBJECT TO OPTION GRANTED UNDER THIS AWARD:
<< >>
2. TYPE
OF AWARD: Non-qualified stock option granted under the UK
Sub-Plan.
3. DATE
OF GRANT: << >>
4. PER
SHARE EXERCISE PRICE: << >>
5.
VESTING OF AWARDS: Subject to the terms of the UK Sub-Plan, the
Shares
covered by this Award may be purchased according to the
following
schedule:
<TABLE>
<CAPTION>
DATE
PORTION OF OPTION WHICH VEST
----
----------------------------
<S>
<C>
<< >>
1/3
<< >>
1/3
<< >>
All remaining shares; fully vested
</TABLE>
6.
EXPIRATION DATE OF THESE AWARDS: << >>
7.
TERMINATION OF EMPLOYMENT:
a. By
death or disability. The rights to purchase shares under
this Award will fully vest one hundred percent (100%) on the
later of << >> or the date of death or disability and
the
Shares may be purchased until the earlier of: (i) the
expiration date of this Award; or (ii) the first anniversary
of the date of death, or the fifth anniversary of the onset of
disability. Disability shall have the meaning ascribed to such
term in the Participant's governing long-term disability plan,
or if no such plan exists, at the discretion of the Committee.
b. By
retirement: In the event of your retirement, you will be
treated as continuing in employment for purposes of vesting in
your Award. Vested Awards must be exercised
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no later than the fifth anniversary of your retirement. In no
event may the Award be exercised after its Expiration Date.
You will be considered to have retired if your termination of
employment occurs after your age plus years of continuous
service total 80 or more.
c. For
other reasons: Shares subject to Awards which are vested
as of the date of termination of employment for other reasons
may be purchased until the earlier of: (i) the expiration date
of this Award; or (ii) the end of the ninetieth (90th) day
following the date of termination of employment (except in the
case of termination for "gross misconduct", in which case, the
Award will expire and no shares can be purchased beyond the
date of termination). Awards which are not vested as of the
date of employment termination shall immediately terminate,
and shall be forfeited to the Company.
8.
FORFEITURE OF AWARDS.
a. All
unexercised Awards will be forfeited if you are terminated
for gross misconduct.
b.
Unexercised Awards shall be forfeited in the event the
Participant directly or indirectly engages in Competition with
Steelcase. Competition means directly or indirectly engaging
in competition with the Company or any subdivision,
subsidiary, or affiliate of the Company (collectively, the
