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EXHIBIT 10.14
SECOND AMENDMENT TO THE STEELCASE INC.
INCENTIVE COMPENSATION PLAN
WHEREAS, Steelcase Inc. (the "Company") has established and maintains
the Steelcase Inc. Incentive Compensation Plan (the "Plan"); and
WHEREAS, pursuant to Section 17.1, the Company has reserved to its
Board of Directors the right to amend the Plan at any time; and
WHEREAS, the Board of Directors of the Company has delegated to its
Compensation Committee (the "Compensation Committee") the necessary authority to
amend the Plan; and
WHEREAS, the Compensation Committee approved amendment of the Plan to
increase the number of shares available under the Plan by eight million
(8,000,000).
NOW THEREFORE, IN CONSIDERATION OF THE PREMISES, the first paragraph of
Section 4.1 of the Plan is amended, effective as of the date approved by a vote
of the shareholders, to read as follows:
"4.1. NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to adjustment as
provided in Section 4.2 herein, the number of Shares hereby reserved
for issuance to Participants under the Plan shall be fourteen million,
two hundred eighty-four thousand, seven hundred twenty-seven
(14,284,727) Shares (one hundred fifty thousand (150,000) of which were
designated for a special one-time grant of shares to Participants on
the IPO Date); no more than two million (2,000,000) of which may be
granted in the form of Restricted Shares. Shares available under the
Plan shall be now or hereafter issued or authorized but unissued. The
Board shall determine the appropriate methodology for calculating the
number of shares issued in pursuance of the Plan. Unless and until the
Board determines that an Award to a Covered Employee shall not be
designed to comply with the Performance-Based Exception, the following
rules shall apply to grants of such Awards under the Plan:"
IN WITNESS WHEREOF, the Company has caused this Second Amendment to the
Steelcase Inc. Incentive Compensation Plan to be executed by its duly authorized
officer this 30th day of June, 2000.
STEELCASE INC.
By: /s/ A. Rougier-Chapman
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Its: Chief Financial Officer
ATTEST:
/s/ Jon D. Botsford
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Its Secretary
