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EXHIBIT 10 (z)
HERMAN MILLER, INC. LONG-TERM INCENTIVE PLAN
STOCK OPTION AGREEMENT
OPTION
AGREEMENT made this ______________, between HERMAN MILLER,
INC. (the "Company") and NAME , an employee of the
Company or one of its subsidiaries (the "Employee"), pursuant to
the Herman Miller, Inc. Long-Term Incentive Plan (the
"Plan").
IT IS AGREED AS
FOLLOWS:
1.
Grant of Option . Pursuant to the Plan and the Original
Option, the Company hereby grants to the Employee the option to
purchase ______ shares of the Company’s common stock,
par value $.20 per share, on the terms and conditions herein set
forth (the “Option”). This Option shall not be
designated as an incentive stock option (“ISO”) for
purposes of qualifying as such under the provisions of Section 422
of the Internal Revenue Code of 1986, as amended.
2.
Purchase Price . The purchase price of the shares covered by
this Option shall be $____ per share. The
“Committee” (provided for in Article 3 of the Plan) has
determined that such price represents one hundred percent (100%) of
the fair market value of a share of the Company’s common
stock on this date.
3.
Term of Option . This Option shall expire on
____________ , subject to earlier termination as provided in
subsequent paragraphs of this Agreement.
4.
Employee’s Agreement . In consideration of the
granting of the Option, the Employee agrees to remain in the employ
of the Company for the lesser of a period of at least twelve (12)
months from the date hereof, or a period commencing on the date
hereof and ending upon the Employee’s Retirement (the
“Minimum Employment Period”). Such employment, subject
to the provisions of any written contract between the Company and
the Employee, shall be at the pleasure of the Board of Directors,
and this Option Agreement shall not impose on the Company any
obligation to retain the Employee in its employ for any period. In
the event of the termination of employment of the Employee for any
reason during the Minimum Employment Period, this Option shall
terminate, unless this Option becomes exercisable as provided in
paragraph 9.
5.
Exercise of Option .
(a)
Except as provided in paragraph 9, this Option may be exercised and
Option Shares may be purchased in accordance with the vesting
schedule set forth in paragraph 5(b) below. Subject to that vesting
schedule, this Option may be exercised at any time during the term
of this Option, by written notice to the Company. The notice shall
state the number of shares with respect to which the Option is
being exercised, shall be signed by the person exercising this
Option, and shall be accompanied by payment of the full purchase
price of the shares. This Option agreement shall be submitted to
the Company with the notice for purposes of recording the shares
being purchased, if exercised in part, or for purposes of
cancellation if all shares then subject to this Option are being
purchased. In the event this Option shall be exercised pursuant to
paragraph 8(c) hereof by any person other than the Employee, such
notice shall be accompanied by appropriate proof of the right of
such person to exercise the Option. Payment of the purchase price
shall be made by: (a) cash, check, bank draft, or money order,
payable to the order of the Company; (b) the delivery by the
Employee of unencumbered shares of common stock of the Company
(including Restricted Stock, as defined in the Plan, provided that
an equivalent number of shares issued upon exercise of such
Restricted Stock shall be subject to the same restrictions and
conditions during the remainder of the Restriction Period), with a
fair market value on the date of exercise equal to the total
purchase price of the shares to be purchased; (c) the reduction in
the number of shares issuable upon exercise (based on the fair
market value of the shares on the date of exercise); or (d) a
combination of (a), (b), and (c). Upon exercise of all or a portion
of this Option, the Company shall issue to the Employee a stock
certificate representing the number of shares with respect to which
this Option was exercised.
-1-
(b)
Vesting Schedule . On each date set forth below, this Option
will vest and become exercisable with respect to the percentage of
Option Shares set opposite such date if Employee is employed by the
Company or a subsidiary as of such date:
| Date |
|
Percent of Option
Shares Vested
to Date |
|
|
|
|
|
| |
|
|
|
|
|
| First Anniversary |
|
|
|
33.34 |
% |
| Second Anniversary |
|
|
|
66.68 |
% |
| Third Anniversary |
|
|
|
100.00 |
% |
6.
Tax Withholding . The exercise of this Option is subject to
the satisfaction of withholding tax or other withholding
liabilities, if any, under federal, state and local laws in
connection with such exercise or the delivery or purchase of shares
pursuant hereto. The exercise of this Option shall not be effective
unless applicable withholding shall have been effected or obtained
in the following manner or in any other manner acceptable to the
Committee. Unless otherwise prohibited by the Committee, Optionee
may satisfy any such withholding tax obligation by any of the
following means or by a combination of such means: (a) tendering a
cash payment; (b) authorizing the Company to withhold from the
shares otherwise issuable to Optionee as a result of the exercise
of this Option a number of shares having a fair market value as of
the date that the amount of tax to be withheld is to be determined
(“Tax Date”), which shall be the date o
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