{"id":40014,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/incentive-share-award-agreement-herman-miller-inc-and-michael.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"incentive-share-award-agreement-herman-miller-inc-and-michael","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/incentive-share-award-agreement-herman-miller-inc-and-michael.html","title":{"rendered":"Incentive Share Award Agreement &#8211; Herman Miller Inc. and Michael A. Volkema"},"content":{"rendered":"<pre>\n                        INCENTIVE SHARE AWARD AGREEMENT\n\n\n     AGREEMENT Made as of May 15, 1996, by HERMAN MILLER, INC., a Michigan\ncorporation (the 'Company'), and MICHAEL A. VOLKEMA (herein called 'Mr.\nVolkema').\n\nRECITALS\n\n     A. Mr. Volkema is the president, chief executive officer, and a director\nof the Company.\n\n     B. To provide an incentive to Mr. Volkema, the Company's Board of\nDirectors has elected to award Mr. Volkema shares of common stock of the\nCompany under the terms of the Company's Long-Term Incentive Plan (the 'Plan').\n\n     C. The award of Restricted Stock (as defined in the Plan) to Mr. Volkema\nis subject to the terms and restrictions of the Plan and this Agreement,\nincluding the automatic reversion to the Company of some or all of the shares\nif Mr. Volkema does not continue to serve the Company as an officer or director\nfor the period specified herein.\n\n     D. Mr. Volkema has accepted the grant of shares upon the terms,\nrestrictions and conditions of this Agreement.\n\n     E. The parties desire to confirm in this Agreement the terms, conditions\nand restrictions applicable to the grant of shares.\n\nNOW, THEREFORES the parties agree as follows:\n\n1.   DEFINITIONS\n\n     1.1 'Affiliated Employer' means any entity controlling, controlled by or\nunder common control with the Company.\n\n     1.2 'Board' means the Board of Directors of the Company.\n\n     1.3 'Bonus Payout Percentage' means the percentage which results from\ndividing the actual bonus earned by Mr. Volkema in a particular fiscal year\nunder the Company's Executive Incentive Plan for that year by his Bonus\nPotential (at 100 percent, as defined in such plan) for such year.\n\n     1.4 'Cornmon Stock' means the common stock of the Company, par value $.20\nper share.\n\n     1.5 'Company' means Herman Miller, Inc., a Michigan corporation, its\nsuccessors and assigns.\n\n     1.6 'Executive Incentive Plan' means the Company's officers' executive\nincentive plan approved and adopted by the Board with respect to each fiscal\nyear of the Company.\n\n     1.7 'Fiscal year' means the year ending the Saturday nearest the end of\nMay of each year, or such other fiscal year as may be adopted for the Company\nby the Board.\n\n\n                                    -142-\n\n     1.8 'Plan' means the Company's Long-Term Incentive Plan, as approved by\nthe Company's shareholders on October 6, 1994.\n\n     1.9 'Restricted Share' means a Share which is subject to the restriction\non sale, pledge or other transfer imposed by Section 3.1. An 'Unrestricted\nShare' is a Share which is no longer a Restricted Share.\n\n     1.10 'Reverted Shares' means Unvested Shares which have reverted to the\nCompany pursuant to Sections 5.7 and 5.8.\n\n     1.11 'Shares' means the shares of Common Stock awarded, issued and\ndelivered to Mr. Volkema under this Agreement. If, as a result of a stock\nsplit, stock dividend, combination of stock, or any other change or exchange of\nsecurities, by reclassification, reorganization, recapitalization or otherwise,\nthe Shares shall be increased or decreased, or changed into or exchanged for a\ndifferent number or kind of shares of stock or other securities of the Company\nor another corporation, the term 'Shares' shall mean and include the shares of\nstock or other securities issued with respect to the Shares.\n\n     1.12 'Silver Parachute Plan' means the Herman Miller, Inc., Plan for\nSeverance Compensation After Hostile Takeover, as amended and restated as of\nJanuary 17, 1990, and as it may thereafter be amended.\n\n     1.13 'Vested Percentage' means the percentage of Shares which have become\nVested Shares pursuant to Section 5.4.\n\n     1.14 'Vested Shares' and 'Unvested Shares' shall have the meanings\nexpressed in Section 5.3.\n\n2.   GRANT AND ACCEPTANCE OF AWARD\n\n     2.1 Grant. The Company confirms that on May 15, 1996, as authorized by the\nBoard, Mr. Volkema was awarded twenty thousand (20,000) shares of Common Stock\n(the 'Shares') pursuant to the Plan.\n\n     2.2 Acceptance. Mr. Volkema confirms that he has accepted the award of\nShares and agrees to hold them subject to the terms, conditions and limitations\nof the Plan and this Agreement.\n\n     2.3 Tax Election. Mr. Volkema agrees to elect to be taxed in 1996 on the\nfair market value of the Shares awarded to him, and agrees to sign an election\nto be so taxed under Section 83(b) of the Internal Revenue Code. Mr. Volkema\nagrees to file such election on or before thirty (30) days from the date\nhereof.\n\n         Mr. Volkema confirms his understanding that, having made the election\nunder Section 83(b) to be taxed in 1996 on the value of the Shares, if any of\nthe Shares shall revert to the Company pursuant to Sections 5.7 and 5.8, the\neffect will be that he will have paid tax as if he had retained such Shares but\nwill have been denied the right to retain them.\n\n     2.4 Withholding. Mr. Volkema recognizes that the Company is required by\nfederal regulations to deduct and withhold income taxes at the rate of 28\npercent of the market value of the Shares, and to pay the tax in money at the\ntime or times the payroll deposit is due with respect to such income. The\nCompany has offered to withhold 28 percent of the Shares (5,600 shares) and\nitself pay \n\n\n                                    -143-\n\nthe amount to be withheld. Mr. Volkema has accepted such offer rather than pay\nto the Company in cash the full amount to be withheld.  Accordingly, Mr.\nVolkema will receive a certificate for 14,400 Shares and the Company will pay\nthe requisite withholding tax. Mr. Volkema is responsible to pay when due all\nincome taxes on the fair market value of the Shares in excess of the amount\nwhich is withheld.\n\n3.   RESTRICTIONS ON TRANSFER OF SHARES: LAPSE OF RESTRICTIONS\n\n     3.1 Transfer Prohibition. Mr. Volkema shall not sell any Share, pledge any\nShare or otherwise transfer any Share or any interest in any Share if such\nShare is a Restricted Share.\n\n     3.2 Restricted Shares. Every Share shall be a Restricted Share until the\nShare shall no longer be deemed to be a Restricted Share as provided in Section\n3.6.\n\n     3.3 Securities Law Compliance. Mr. Volkema shall not sell or transfer any\nShare or any interest in any Share, whether such Share is or is not a\nRestricted Share, unless either (a) the Company shall consent in writing to\nsuch transfer, or (b) the Company shall have received an opinion of counsel\nreasonably satisfactory to the Company to the effect that such transfer will\nnot violate the registration requirements imposed by the Securities Act of 1933\nor any other provision of law which the Company shall desire such opinion to\ncover.\n\n     3.4 Legend. Every certificate representing a Share shall at all times bear\nthe following legend:\n\n         'The Shares represented by this certificate are subject to certain\nrestrictions and prohibitions and to the rights of Herman Miller, Inc. (the\n'Company'), as set forth in an Incentive Share Grant Agreement dated May 15,\n1996 ('Agreement'), between the Company and Michael A. Volkema, including but\nnot limited to: ( 1) the Company's right to acquire absolute ownership of some\nor all of these Shares upon their reversion to the Company; (2) a prohibition\nagainst any transfer of any interest in these Shares without the Company's\nconsent while these Shares remain Restricted Shares under the Agreement; and\n(3) a prohibition against transfer of any interest in these Shares except in\ncompliance with requirements imposed by the Securities Act of 1933. No interest\nin these Shares may be transferred without compliance with the requirements in\nthe Agreement.'\n\n     3.5 Stop Transfer Instructions. The Company shall have the right to issue\ninstructions to the transfer agent for the shares of the Company, prohibiting\ntransfer of any Shares except in accordance with the requirements of this\nAgreement.\n\n     3.6 Unrestricted Shares. A Share shall no longer be deemed to be a\nRestricted Share if:\n\n     a. The Company stipulates in writing that the Share is no longer a\nRestricted Share.\n\n     b. The Share is or becomes a Vested Share as of the end of the Company's\nfiscal year ending in the year 2001.\n\n     c. The Share becomes a Vested Share as of the end of the Company's fiscal\nyear ending in the year 2002.\n\n     d. The Share becomes a Vested Share pursuant to Section 5.6(c), (d), or\n(e).\n\n\n                                    -144-\n\n\n\n     A Share which is no longer deemed to be a Restricted Share shall be an\nUnrestricted Share.\n\n     3.7 New Certificate for Unrestricted Shares. If Mr. Volkema holds\ncertificates representing Shares which are no longer Restricted Shares, Mr.\nVolkema shall be entitled to receive from the Company, in exchange therefor, a\ncertificate representing such Unrestricted Shares, bearing a legend, if the\nCompany shall deem such a legend to be appropriate, only to the effect that the\ntransfer of such Shares is prohibited if it would violate the Securities Act of\n1933. If the certificate held by Mr. Volkema represents both Restricted and\nUnrestricted Shares, he shall be entitled to receive two certificates in\nexchange therefor, one of which shall represent the Restricted Shares and one\nof which shall represent Unrestricted Shares.\n\n     3.8 Rights as Stockholder. Except for the restrictions imposed in this\nArticle 3, and unless the Shares have reverted to the Company pursuant to\nSections 5.7 and 5.8, Mr. Volkema shall have all the rights as a stockholder\nwith respect to the Restricted Shares, including the right to vote and to\nreceive the dividends declared and paid thereon.\n\n4.   ACQUISITION WARRANTIES\n\n     In order to induce the Company to issue and deliver the Shares on the\nterms of this Agreement, Mr. Volkema warrants to and agrees with the Company as\nfollows:\n\n     4.1 No Participating Interest. Mr. Volkema is acquiring the Shares for his\nown account. He has not made any arrangement or commitment to convey any\ninterest in the Shares to any person, other than to transfer Reverted Shares to\nthe Company pursuant to Section 5.8 of this Agreement.\n\n     4.2 Ability to Evaluate. Because of his knowledge and experience in\nfinancial and business matters, Mr. Volkema is capable of evaluating the merits\nand risks of acquiring the Shares under the arrangements prescribed by this\nAgreement.\n\n     4.3 Familiarity with Company . Mr. Volkema is familiar with the business,\nproperties, financial condition, liabilities, shares, earnings, prospects and\noperations of the Company. He confirms that the Company has not made any\nrepresentation, warranty or agreement regarding the foregoing matters, the\nmerits of the arrangements made pursuant to this Agreement, or any other matter\nexcept as expressly indicated in this Agreement.\n\n     4.4 All Ouestions Answered.. Mr. Volkema thoroughly understands all the\nterms of this Agreement, the actions which may be taken under this Agreement,\nand the consequences such actions might have for him. He confirms there are no\nquestions relating to any such matters which have not been answered to his\ncomplete satisfaction.\n\n     4.5 Agreement Binding and Enforceable. Mr. Volkema intends and agrees that\nevery provision in this Agreement shall be binding upon and enforceable against\nhim in accordance with its terms.\n\n5.   VESTING AND REVERSION\n\n     5.1 General. In general, Shares shall vest in accordance with Section 5.4\nand the table of vesting set forth in that section. Shares may also become\nvested in accordance with Sections 5.5 and 5.6.\n\n\n                                    -145-\n\n\n\n     5.1 Vested Percentage. The 'Vested Percentage' of the Shares at any time\nis the percentage of the Shares which have become vested pursuant to Section\n5.4. \n\n     5.3 Vested Shares. The number of vested shares ('Vested Shares') at any\ntime shall be the greater of (a) the number derived by multiplying the Vested\nPercentage at that time by the number of Shares issued hereunder, or (b) the\nnumber which have become vested pursuant to Sections 5.5 or 5.6.\n\n     5.4 Table of Vesting. The vesting of Shares shall be based upon the Bonus\nPayout Percentage earned by Mr. Volkema under the Company's Executive Incentive\nPlan for each of the fiscal years designated in the following table. The Vested\nPercentage for the fiscal years ending in 1998, 1999, 2000, and 2001,\nrespectively, shall be based upon the sum of the bonus Payout Percentages\nearned by Mr. Volkema for that year and for each of the fiscal years ended\nprior to that date ('Cumulative Bonus Payout Percentage'), in accordance with\nthe following table of vesting:\n\n\n\n<font size=\"2\">\n             If Cumulative\n             Fiscal Year        Bonus Payout   The Vested\n             Ending In          Percentage is         Percentage is\n             -------------      -------------         -------------\n                                           \n             1997           100 or more           20\n             1998           200 or more           40\n             1999           300 or more           60\n             2000           400 or more            80\n             2001           500 or more          100\n<\/font>\n\n\n     In any fiscal year ending in the years 1997 to 2001 inclusive, in which\nMr. Volkema's Vested Percentage does not increase by at least twenty (20)\npercentage points in accordance with the foregoing table of vesting, his Vested\nPercentage in that fiscal year shall increase by ten (10) percentage points.\n\n     No Shares shall be Vested Shares prior to the end of the Company's fiscal\nyear ending in 1997.\n\n     If the Shares are not 100 percent vested by the end of the Company's\nfiscal year ending in the year 2001, the remainder of the Shares shall vest at\nthe end of the Company's fiscal year ending in the year 2002.\n\n     5.5 Acceleration of Vested Percentage. The Board shall have the right at\nany time (but shall not be obligated) to increase the Vested Percentage under\nthis Agreement to 100 percent, or to any other percentage greater than would\notherwise apply under this Agreement. After any such action by the Board:\n\n         a. The Vested Percentage shall never be less than the percentage\ndesignated by the Board; and\n\n         b. If the Vested Percentage is less than 100 percent, the Vested\nPercentage shall increase at the end of each of the Company's fiscal years\nthereafter in accordance with Section 5.4.\n\n     5.6 One Hundred Percent Vesting. All Shares issued hereunder shall become\nVested Shares:\n\n\n                                    -146-\n\n\n\n         a. If the Shares are 100 percent vested pursuant to Section 5.4.\n\n         b. If the Company so stipulates in writing.\n\n         c. Upon Mr. Volkema's death.\n\n         d. If Mr. Volkema's service to the Company both as an officer and as a\ndirector ends at a time when he is permanently disabled, as determined by a\nphysician approved by the Board.\n\n         e. If Mr. Volkema's employment is voluntarily or involuntarily\nterminated at a time when he is entitled to receive a severance benefit under\nthe Company's Silver Parachute Plan.\n\n     5.7 Reversion. All Unvested Shares shall automatically revert to the\nCompany at any time Mr. Volkema shall no longer be employed by the Company or\nan Affiliated Employer for any reason whatsoever, including involuntary\ntermination without the consent of Mr. Volkema. Except as provided in Section\n5.9, no compensation shall be payable to Mr. Volkema for shares which revert to\nthe Company.\n\n     5.8 Effect of Reversion. Upon reversion of any Unvested Shares (a)\nabsolute ownership thereof shall automatically revert to the Company at that\ntime, (b) such Unvested Shares shall be deemed to be 'Reverted Shares' for\npurposes of this Agreements (c) all Mr. Volkema's rights and interests in the\nReverted Shares shall cease at that time, and (d) Mr. Volkema shall be\nobligated immediately to surrender to the Company the certificates representing\nthe Reverted Shares, but the failure to do so shall not impair the immediate\neffect of clauses (a), (b) and (c) above. \n\n     5.9 Payment on Reversion. If Mr. Volkema's employment is terminated\ninvoluntarily and without his consent, so that he is no longer employed by the\nCompany or an Affiliated Employer, and if Unvested Shares thereby revert to the\nCompany pursuant to Section 5.7, the Company shall pay Mr. Volkema $8.00 per\nReverted Share in full payment therefor. (This price is equal to 25 percent of\nthe fair market value of the Shares at the date (May 15, 1996) on which the\nShares were awarded to Mr. Volkema.) If, prior to the termination of Mr.\nVolkema's employment, Shares of common stock of the Company are increased,\ndecreased or changed as a result of any event described in Section 1.11, the\nstated price payable by the Company for the Reverted Shares shall be fairly\nadjusted to reflect the effects of such an event.\n\n6.   MR. VOLKEMA'S UNDERSTANDINGS AND ACKNOWLEDGMENTS\n\n     6.1 Free Choice. Mr. Volkema understands, acknowledges and agrees that he\nhas no obligation to enter into this Agreement and that failure to do so will\nnot have any adverse consequences on his other compensation, position, job\nresponsibilities, or future prospects at the Company. Mr. Volkema has elected\nto enter into this Agreement because he has concluded that the potential\nbenefits he could derive under this Agreement outweigh the risk of substantial\nafter-tax loss which could be realized if any Unvested Shares revert to the\nCompany or if the market value for the Shares declines substantially.\n\n     6.2 No Right to Employment. Neither the execution or delivery of this\nAgreement nor any action taken by the Company under this Agreement nor any\ncourse of dealing between the Company and Mr. Volkema, nor anything else,\nshall limit or impair in any way the right of the Company to terminate Mr.\nVolkema's employment at any time. He acknowledges that no one has \n\n                                    -147-\n\n\nmade any explicit or implicit promise that his employment relationship with the\nCompany will be continued for all or any part of the period required for all or\nany part of the Shares to become Vested Shares.\n\n7.   INTERPRETATION OF THIS AGREEMENT\n\n     7.1 Severability. Whenever possible, each provision of this Agreement\nshall be interpreted in such manner as to be valid and enforceable, but if any\nprovision of this Agreement shall be held to be prohibited or unenforceable\nunder applicable law (a) such provision shall be deemed amended to accomplish\nthe objectives of the provision as originally written to the fullest extent\npermitted by law, and (b) all other provisions of this Agreement shall remain\nin full force and effect.\n\n     7.2 Captions. The captions used in this Agreement are for convenience\nonly, do not constitute a part of this Agreement and all of the provisions of\nthis Agreement shall be enforced and construed as if no captions had been\nused.\n\n     7.3 Complete Agreement. This Agreement contains the complete agreement\nbetween the parties relating in any way to the subject matter of this Agreement\nand supersedes any prior understandings, agreements or representations, written\nor oral, which may have related to such subject matter in any way.\n\n8.   GENERAL PROVISIONS\n\n     8.1 Notices.\n\n         a. Procedures Required. Each communication given or delivered under\nthis Agreement must be in writing and may be given by personal delivery or by\nregistered or certified mail. A written communication shall be deemed to have\nbeen given on the date it shall be delivered to the address required by this\nAgreement. \n\n         b. Communications to Company. Communications to the Company shall be\naddressed to it at the principal corporate headquarters (which on the date\nhereof were located at 855 East Main Avenue, Zeeland, Michigan) and marked to\nthe attention of the Company's chairman of the Board; or, if Mr. Volkema\nbecomes chairman of the Board, to the attention of the Company's general\ncounsel; if, prior to the issuance of such notice, the Company shall have\ngiven notice to Mr. Volkema that communications to the Company should be\ndirected to a different address or to the attention of a different officer,\nthen such communication shall be addressed in the manner most recently\nspecified.\n\n         c. Communications to Mr. Volkema. Every communication to Mr. Volkema\nshall be addressed to him at the address given immediately below his signature\nto this Agreement, provided that, if, prior to the issuance of such notice, he\nshall have given the Company notice that communications to him should be\ndirected to a different address, then such communication shall be addressed to\nthe address which shall most recently have been so specified.\n\n     8.2  Assignment. This Agreement is not assignable by Mr. Volkema during\nhis lifetime. This Agreement shall be binding upon and inure to the benefit of\n(a) the successors and assigns of the Company, and (b) any person to whom Mr.\nVolkema's rights under this Agreement may pass by reason of his death.\n\n\n                                    -148-\n\n\n\n     8.3 Amendment. This Agreement may be amended or modified in any manner\nwhatsoever or terminated by written agreement between the Company and Mr.\nVoLlcema. No course of dealing between the parties shall be deemed effective\nto modify, amend or terminate any part of this Agreement or any rights or\nobligations of either party hereunder.\n\n     8.4 Waiver. No delay or omission in exercising any right hereunder\nshall operate as a    waiver of such right or of any other right hereunder. A\nwaiver upon any one occasion shall not be construed as a bar or waiver of any\nright or remedy on any other occasion. All of the rights and remedies of the\nparties hereto, whether evidenced hereby or granted by law, shall be\ncumulative.\n\n     8.5 No Oral Commitments. No amendment, modification or termination of\nthis Agreement under Section 8.3 and no waiver under this Agreement under\nSection 8.4 shall be effective or enforceable unless it is set forth in\nwriting and signed by both parties.\n\n     8.6 Counterparts. Two or more duplicate originals of this Agreement may\nbe signed by the parties, each of which shall be an original but all of which\ntogether shall constitute one and the same agreement.\n\n     8.7 Choice of Law. This Agreement shall be deemed to be a contract made\nunder the laws of the State of Michigan and for all purposes shall be\nconstrued in accordance with and governed by the laws of the state of Michigan\nor applicable federal law.\n\n     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of\nthe day and year first above written.\n\n                                                  HERMAN MILLER, INC.\n\n\n\n\n                                                  By \n- -----------------------                              ------------------------\nMichael A. Volkema                                   David L. Nelson\n                                                     Its   Chairman of the Board\nAddress:\n283 Whispering Way\nHolland, Michigan  49424\n\n\n                                    -149-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7767],"corporate_contracts_industries":[9399],"corporate_contracts_types":[9539,9544],"class_list":["post-40014","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-herman-miller-inc","corporate_contracts_industries-consumer__furniture","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40014","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40014"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40014"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40014"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40014"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}