August 2, 1996
Dr. Alan Fern
Chevy Chase, MD 20815
I wish to confirm the following provisions for the Consulting Agreement between
Herman Miller, Inc., and you which will become effective on Wednesday, October
2, 1996, which will be the date of your official retirement from the Herman
Miller Board of Directors.
A. Term of Agreement--The agreement will be effective for two years
beginning October 2, 1996, and renewable thereafter on a quarterly basis
based on agreement between Herman Miller, Inc., and you.
B. Reporting Relationship--During the term of this agreement, you will
report directly to the chairman of the Board.
C. Compensation--During the term of this agreement, you will be compensated
with an annual retainer of $50,000 per year which will be paid quarterly
with the first payment being made on October 2, 1996. Herman Miller, Inc.,
will also be responsible for your travel and other business expenses
incurred in connection with your consulting duties.
D. Consulting Agreements--The priority of consulting assignments will be
established by the chairman of the Board and the chief executive officer.
The following is a list of initial assignments.
1. Analysis of HMI Archival Collections--This will involve an
analysis with subsequent recommendations to the Board of Directors as
to the appropriate long-term management and disposition of the HMI
2. Library of Congress Charles Eames Exhibit--This will involve
the oversight of the Charles Eames Exhibition which will begin in
1997 with joint sponsorship by Vitra, IBM, and Herman Miller. During
this assignment you will serve as the representative of the Board of
3. Evaluation of the Herman Miller Design Foundation--This will
involve an analysis with recommendations to the Board of Directors as
to the future benefits and required investments for the foundation to
become successful in the future. This will also include an analysis
of other alternatives to accomplish comparable objectives.
4. Participation in HMI Design Reviews of both HMI Products and
Services--This will involve participation in design reviews as
arranged by the chairman of the Board with subsequent comments and
recommendations being made to the full Board of Directors.
5. Formal Reports to the Board--The intent of this consulting
agreement is that you will make a formal report in person to the
Board of Directors on an annual basis or whenever appropriate as
scheduled by the chairman of the Board.
In summary, the intent of this agreement is that you will be spending
approximately the same number of days of consulting as the time commitment
which you previously committed as a member of the Board of Directors for the
preparation time and attendance at Board meetings and Board committee meetings.
It is understood that if the time requirements are significantly greater as
assignments change, the compensation will be adjusted by agreement between the
chairman and you.
David L. Nelson
Chairman of the Board