(a)        “Actual Improvement” means the annual change in the Company’s EVA as determined under subsection (a)(ii)(B) of Section 2, which amounts can be positive or negative.

        (b)        “Actual Performance Shares” means the number of Performance Shares determined in accordance with subsection (b)(iii) or (c) of Section 2 and payable to the Participant under Section 3 of this Award.

        (c)        “Average Capital” means the sum of the Company’s capital, determined in accordance with the Manual, at the end of each month during the Year divided by 12.

        (d)        “Average EVA Performance Factor” means the multiple determined in accordance with subsection (b)(ii) or (c)(iii) of Section 2.

        (e)        “Bonus Interval” means the amount of EVA growth or diminution in any Year as a variance from Expected Improvement determined by the Committee that would result in either:

        (i)        The doubling of the Target Performance Shares for EVA performance above Expected Improvement; or

        (ii)        The realization of no Target Performance Shares for EVA performance below Expected Improvement.

        (f)        “Capital Charge” means the Company’s Average Capital for the Year multiplied by the Cost of Capital.

        (g)        “Cause” means:

        (i)        A material breach by the Participant of those duties and responsibilities of the Participant which do not differ in any material respect from the duties and responsibilities of the Participant during the 90-day period immediately prior to such breach (other than as a result of incapacity due to physical or mental illness) which is demonstrably willful and deliberate on the Participant’s part, which is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and which is not remedied in a reasonable period of time after receipt of written notice from the Company specifying such breach; or

        (ii)        The commission by the Participant of a felony involving moral turpitude.

        (h)        “Change in Control Event” means a Change in Ownership, a Change in Effective Control, or a Change in Ownership of the Company’s Assets. For purposes of determining whether a Change in Control Event has occurred, persons will not be considered to be acting as a group solely because they purchase or own stock or purchase assets of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase, or acquisition of stock, or similar business transaction, with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase, or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation.

        (i)        “Change in Effective Control” occurs on the date that either:

        (i)        Any one person, or more than one person acting as a group (as such term is described in subsection (h), above), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Company possessing 35 percent or more of the total voting power of the stock of the Company; or

        (ii)        A majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

        (j)        “Change in Ownership” occurs on the date that any one person, or more than one person acting as a group (as such term is described in subsection (h), above), acquires ownership of stock of the Company that, together with stock held by such person or group, constitutes more than 50 percent of the total Fair Market Value or total voting power of the stock of the Company, subject to the following:

        (i)        If any one person, or more than one person acting as a group (as such term is described in subsection (h), above), is considered to own more than 50 percent of the total Fair Market Value or total voting power of the stock of the Company, the acquisition of additional stock in the Company by the same person or persons is not considered to cause a Change in Ownership (or to cause a Change in Effective Control); and

        (ii)        An increase in the percentage of stock owned by any one person, or persons acting as a group (as such term is described in subsection (h), above), as a result of a transaction in which the Company acquired stock in exchange for property will be treated as an acquisition of stock for purposes of this subsection (j).

        (k)        “Change in Ownership of the Company’s Assets” occurs on the date that any one person, or more than one person acting as a group (as such term is described in subsection (h), above), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total “Gross Fair Market Value” equal to or more than 40 percent of the total Gross Fair Market Value of all of the assets of the Company immediately prior to such acquisition or acquisitions.

        (i)        “Gross Fair Market Value” means the value of the assets of the Company, or the value of assets being disposed of, determined without regard to any liabilities associated with such assets.

        (ii)        There is no Change in the Ownership of the Company’s Assets when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer. A transfer of assets by the Company is not treated as a Change in the Ownership of the Company’s Assets if the assets are transferred to:

    (A)        A shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;

    (B)        An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company;

    (C)        A person, or more than one person acting as a group (as such term is described in subsection (h), above), that owns, directly or indirectly, at least 50 percent of the total Fair Market Value or voting power of all the outstanding stock of the Company; or

    (D)        An entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by a person described in subparagraph (C).

        (l)        “Common Stock” means the Company’s $.20 par value per share common stock.

        (m)        “Cost of Capital” means the Company’s weighted cost of equity plus its weighted cost of debt, expressed as a percentage, as determined by the Committee in a manner consistent with the Manual.

        (n)        “Expected Improvement” means the targeted improvement in annual EVA growth determined by the Committee for the Participant to earn the Target Performance Shares in full.

        (o)        “EVA” means the economic value added of the Company determined each Year by deducting the Company’s Capital Charge from the Company’s net income, as determined in a manner consistent with the Manual.

        (p)        “EVA Performance Factor” means the multiple determined in accordance with subsection (b)(i) of Section 2.

        (q)        “Excess Improvement” means the amount by which Actual Improvement for a Year exceeds Expected Improvement.

        (r)        “Manual” means the Herman Miller EVA ^® Management System Technical Manual, as approved by the Committee.

        (s)        “Performance Period” means the period of three (3) consecutive Years beginning with the Year of the Award Date.

        (t)        “Performance Share” means the right to receive one (1) share of Common Stock subject to certain restrictions and on the terms and conditions contained in this Award and the Plan.

        (u)        “Retirement” means retirement under the Company’s qualified retirement plans.

        (v)        “Shortfall” means the amount, expressed as a positive number, by which Expected Improvement for a Year exceeds Actual Improvement.

        (w)        “Year” means the fiscal year of the Company.

        (a)        Determination of EVA and Actual Improvement .

        (i)        Beginning of Year Determinations . Prior to or within ninety (90) days of the commencement of each Year of the Performance Period, the Committee will take the following actions and make the following determinations in accordance with the Manual:

    (A)        Approve the calculation of the Company’s EVA as of the beginning of the Year and the Company’s Cost of Capital for the Year for use under the Plan; and

    (B)        Establish the Expected Improvement and the Bonus Interval for each Year of the Performance Period, which standards may each be set by the Committee for one (1) to three (3) Years.

        (ii)        Year-End Determinations . As of