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EXHIBIT 10 (X)
HERMAN MILLER, INC.
EXECUTIVE INCENTIVE CASH BONUS PLAN
Section 1. Purposes of the
Plan
The purpose
of the Plan is to more closely link incentive cash compensation to
the creation of shareholder wealth. The Plan is intended to foster
a culture of performance and ownership, promote employee
accountability, and establish a framework of manageable risks
imposed by variable pay. The Plan is also intended to reward
long-term, continuing improvements in shareholder value with a
share of the wealth created.
Section 2. Definition
“Actual Improvement” means the annual change as
determined under Section 4(b)(1) of the Plan, which amounts can be
positive or negative.
“Annual Salary” means, with respect to a
Participant, his or her annual base salary paid in a particular
fiscal year of the Company, provided, however, that if a
Participant is added to the Plan during a Plan Year the term Annual
Salary Amount will mean only his or her annual base compensation
earned after being added to the Plan.
“Average Capital” means the sum of the
Company’s capital at the end of each month during a Plan Year
divided by 12.
“Board” means the Board of Directors of the
Company.
“Bonus
Amount” means the amount of a Participant’s Earned
Bonus and which is payable to a Participant under Section 5 of the
Plan.
“Bonus
Interval” means the amount of EVA growth or diminution as a
variance from Expected Improvement that would either
(i) result in the doubling of the Target Bonus for EVA
performance above Expected Improvement; or (ii) result in the
realization of no Target Bonus for EVA performance below Expected
Improvement.
“Capital Charge” means the Company’s Average
Capital for the Plan Year multiplied by the Cost of
Capital.
“Change Control” means:
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(a) the
acquisition by any Person of beneficial ownership within the
meaning of Rule 13d-3 promulgated under the Exchange Act, of 35
percent or more of either (i) the then outstanding shares of
common stock of the Company (the “Outstanding Company Common
Stock”) or (ii) the combined voting power of the then
outstanding securities of the Company entitled to vote generally in
the election of directors (the “Outstanding Company Voting
Securities”); provided, however, that the following
acquisitions shall not constitute a Change in Control: (A) any
acquisition directly from the Company (excluding any acquisition
resulting from the exercise of a conversion or exchange privilege
in respect of outstanding convertible or exchangeable securities
unless such outstanding convertible or exchangeable securities were
acquired directly from the Company), (B) any acquisition by the
Company, (C) any acquisition by an employee benefit plan (or
related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation
involving the Company, if, immediately after such reorganization,
merger or consolidation, each of the conditions described in
clauses (i), (ii) and (iii) of subsection (c) of this Definition
shall be satisfied; and provided further that, for purposes of
clause (B), (i) a Change in Control shall not occur solely because
any Person becomes the beneficial owner of 35 percent or more of
the Outstanding Company Common Stock or 35 percent or more of the
Outstanding Company Voting Securities by reason of an acquisition
by the Company of Outstanding Company Common Stock or Outstanding
Company Voting Securities that reduces the number of outstanding
shares of Outstanding Company Common Stock or Outstanding Company
Voting Securities and (ii) if, after such acquisition by the
Company, such Person becomes the beneficial owner of any additional
shares of Outstanding Company Common Stock or any additional
Outstanding Company Voting Securities, such additional beneficial
ownership shall constitute a Change in Control; |
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(b)
individuals who, as of the date hereof,
constitute the Board (the “Incumbent Board”) cease for
any reason within any 24-month period to constitute at least a
majority of such Board; provided, however, that any individual who
becomes a director of the Company subsequent to the date hereof
whose election, or nomination for election by the Company’s
stockholders, was approved by the vote of at least a majority of
the directors then comprising the Incumbent Board shall be deemed
to have been a member of the Incumbent Board; and provided further,
that no individual who was initially elected as a director of the
Company as a result of an actual or threatened election contest, as
such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act, or any other actual or threatened
solicitation of proxies or consents by or on behalf of any Person
other than the Board shall be deemed to have been a member of the
Incumbent Board; |
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(c) consummation of a reorganization,
merger or consolidation unless, in any such case, immediately after
such reorganization, merger or consolidation, (i) more than 60
percent of the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation (the “Surviving Corporation”) (or, if
applicable, the ultimate parent corporation that beneficially owns
all or substantially all of the outstanding voting securities
entitled to vote generally in the election of directors of the
Surviving Corporation) and more than 60 percent of the combined
voting power of the then outstanding securities of the Surviving
Corporation (or such ultimate parent corporation) entitled to vote
generally in the election of directors is represented by the shares
of Outstanding Company Common Stock and the Outstanding Company
Voting Securities, respectively, that were outstanding immediately
prior to such reorganization, merger or consolidation (or, if
applicable, is represented by shares into which such Outstanding
Company Common Stock and Outstanding Company Voting Securities were
converted pursuant to such reorganization, merger or consolidation)
and such ownership of common stock and voting power among the
holders thereof is in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (ii) no
Person (other than the Company, any employee benefit plan [or
related trust] sponsored or maintained by the Company or the
corporation resulting from such reorganization, merger or
consolidation [or any corporation controlled by the Company] and
any Person which beneficially owned, immediately prior to such
reorganization, merger or consolidation, directly or indirectly, 35
percent or more of the Outstanding Company Common Stock or the
Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, 35 percent or more of
the then outstanding shares of common stock of such corporation or
35 percent or more of the combined voting power of the then
outstanding securities of such corporation entitled to vote
generally in the election of directors and (iii) at least a
majority of the members of the board of directors of the
corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement or action of the Board
providing for such reorganization, merger or consolidation;
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(d) consummation of (i) a plan of
complete liquidation or dissolution of the Company or (ii) the sale
or other disposition of all or substantially all of the assets of
the Company other than to a corporation with respect to which,
immediately after such sale or other disposition, (A) more than 60
percent of the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger or
consolidation (the “Surviving Corporation”) (or, if
applicable, the ultimate parent corporation that beneficially owns
all or substantially all of the outstanding voting securities
entitled to vote generally in the election of directors of the
Surviving Corporation) and more than 60 percent of the combined
voting power of the then outstanding securities of the Surviving
Corporation (or such ultimate parent corporation) entitled to vote
generally in the election of directors is represented by the shares
of Outstanding Company Common Stock and the Outstanding Company
Voting Securities, respectively, that were outstanding immediately
prior to such reorganization, merger or consolidation (or, if
applicable, is represented by shares into which such Outstanding
Company Common Stock and Outstanding Company Voting Securities were
converted pursuant to such reorganization, merger or consolidation)
and such ownership of common stock and voting power among the
holders thereof is in substantially the same proportions as their
ownership, immediately prior to such reorganization, merger or
consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (B) no
Person ( |
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