SHARE REPURCHASE
AGREEMENT
This Share
Repurchase Agreement (this “Agreement”) is entered into
as of January 17, 2007, by and between Steelcase Inc., a
Michigan corporation (the “ Company ”) and
William P. Crawford, Trustee of the William P. Crawford Trust U/A/D
December 27, 1995, as amended (the “ Seller
”).
WHEREAS, the
Seller desires to sell to the Company, and the Company desires to
purchase from the Seller, 289,303 shares (the “ Shares
”) of Class B Common Stock of the Company (the “
Class B Common Stock ”);
WHEREAS, the Board
of Directors of the Company (the “ Board ”) has
previously authorized share repurchase programs which permit the
Company to repurchase up to 11 million shares and $100 million
of shares, respectively, of Class A Common Stock of the
Company (the “ Class A Common Stock ”)
and/or Class B Common Stock (together with Class A Common
Stock, “ Common Stock ”) and 1,446,693 shares
and $100 million of shares, respectively, of Common Stock
remain available for repurchase under such programs; and
WHEREAS, the Board
believes it is in the best interests of the Company and its
shareholders to purchase the Shares from the Seller upon the terms
and subject to the conditions set forth in this
Agreement.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants of the
parties hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto hereby agree as
follows:
1.1 Sale of
Shares to Company . In reliance upon the respective
representations and warranties of the parties set forth herein, the
Seller shall sell, convey, assign, transfer and deliver to the
Company, free and clear of any Liens (as defined below), and the
Company shall purchase from the Seller, the Shares for an aggregate
amount equal to $5,236,384.30 (the “ Purchase Price
”).
1.2
Delivery . On January 22, 2007 (the “ Closing
Date ”), pursuant to this Agreement, the Seller shall
arrange for the surrender of any stock certificate or stock
certificates evidencing the Shares, together with any letters of
instruction, stock powers or any other documents reasonably
necessary to effect the purchase of the Shares by the
Company.
1.3
Settlement . On the Closing Date, the Company will deliver
the Purchase Price by wire transfer to an account specified in
writing by the Seller. The Seller acknowledges that,
following
delivery of the Purchase Price, the Seller shall have no further
rights whatsoever with respect to the Shares.
REPRESENTATIONS AND WARRANTIES OF
THE SELLER
The Seller hereby
represents and warrants to the Company as follows:
2.1 Authority
and Enforceability . The Seller has full power, right and
authority to enter into and perform its obligations under this
Agreement. This Agreement has been duly executed and delivered by
the Seller and constitutes the legal, valid and binding obligation
of the Seller, enforceable against the Seller in accordance with
its terms. Except for filings required pursuant to
Sections 13d or 16 of the Securities Exchange Act of 1934, as
amended (the “ Exchange Act ”), and the rules
promulgated thereunder, no permit, approval or consent of, or
notification to any governmental or regulatory entity or any other
person is necessary in connection with the execution, delivery and
performance by the Seller of this Agreement and the consummation by
the Seller of the transactions contemplated hereby.
2.2 Title to
Shares . The Seller is the sole beneficial owner of the Shares,
free and clear of any liens, claims, charges, restrictions,
options, preemptive rights, mortgages, agreements, hypothecations,
assessments, pledges, encumbrances or security interests of any
kind or nature whatsoever, except for restrictions imposed by
applicable securities laws and regulations (collectively, “
Liens ”). The record owner of the Shares is Trent
& Co. The Seller has good and marketable title to the Shares,
free and clear of all Liens whatsoever, subject only to transfer
and other restrictions applicable to all shares of Class B
Common Stock as specified in the Company’s articles of
incorporation. The Seller has the full power and authority to
transfer full legal ownership of the Shares. Upon consummation of
the transactions provided for in this Agreement in accordance with
the terms hereof, the Company will acquire good and marketable
title to all of the Shares, free and clear of any Liens
whatsoever.
2.3 No
Violation . None of the execution and delivery of this
Agreement, the consummation of the transactions provided for herein
or contemplated hereby, nor the fulfillment by the Seller of the
terms hereof will (with or without notice or passage of time or
both) (i) conflict with or result in a breach of any provision of
the organizational documents of the Seller, (ii) result in the
breach of any mortgage, note, contract or other agreement or
obligation of any kind or nature by which the Seller or the
Seller’s properties are bound, (iii) violate or conflict
with any provisions of any applicable law, rule or regulation by
which the Seller or the Seller’s properties are bound or
(iv) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory entity to
which the Seller or the Seller’s properties are
bound.
2.4
Acknowledgment . Except as expressly set forth herein, the
Seller acknowledges that the Company has not made, and is not
making, any representation or warranty as to the business, assets,
properties, condition (financial or otherwise), risks, results of
operations, prospects or any other aspect of the operations of the
Company or its subsidiaries. The Seller has such knowledge and
experience in business and financial matters as to be capable of
evaluating
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