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As filed with the Securities and Exchange Commission on May 23, 1996 -
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HERMAN MILLER, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-0837640
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Indentification No.)
855 East Main Avenue, P.O. Box 302, Zeeland, Michigan 49464-0302
(Address of Principal Executive Offices Including Zip Code)
Herman Miller, Inc. Long-Term Incentive Plan
(Full Title of the Plan)
James E. Christenson, 855 East Main Avenue, P.O. Box 302,
Zeeland, Michigan 49464-0302
(Name and address of agent for service)
(616) 654-3755
(Telephone number, including area code, of agent for service)
Copies of Communications to:
Michael G. Wooldridge
Varnum, Riddering, Schmidt & Howlett LLP
Bridgewater Place, P.O. Box 352
Grand Rapids, Michigan 49501-0352
(616) 336-6000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to Price Offering Registration
to be Registered be Registered Per Share(1) Price(1) Fee(2)
Common Stock
($.20 par value) 1,250,000 $32.125 $40,156,250 $13,846.98
(1) For the purpose of computing the registration fee only, the price shown
is based upon the price of $32.125 per share, the average of the high
and low sale prices for the Common Stock of the Registrant in the NASDAQ
Market System on May 20, 1996, in accordance with Rule 457(h).
(2) Registration fee is calculated on the basis of 1/29 of 1% of the proposed
maximum aggregate offering price of $40,156,250.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
Prospectus is omitted from this Registration Statement in accordance with
Rule 428 of the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant's Annual Report on Form 10-K for the year ended June 3,
1995, which has been filed by the Registrant with the Commission (File No.
0-5813), are incorporated herein by reference. All other reports filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") since the end of the fiscal year
covered by the foregoing Annual Report on Form 10-K are incorporated herein
by reference. All other reports or documents filed by the Registrant pursuant
to the requirements of Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, subsequent to the date hereof and prior to the termination of the
offering of the securities offered hereby shall be deemed to be incorporated
by reference herein and to be a part hereof from the date of filing of such
reports or documents. Any statement contained in a document incorporated
herein by reference shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained
herein modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
The description of the Registrant's Common Stock, the class of securities
offered pursuant to this Registration Statement, is contained in the
Registrant's Registration Statement filed pursuant to Section 12 of the
Exchange Act, and is incorporated herein by reference, including any
subsequent amendments or reports filed for the purpose of updating that
description.
Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Not applicable
Item 6. Indemnification of Directors and Officers.
The Articles of Incorporation of the Registrant provide that its
directors and officers are required to be indemnified as of right to the
fullest extent permitted under the Michigan Business Corporation Act ("MBCA")
in connection with any actual or threatened civil, criminal, administrative
or investigative action, suit or proceeding (whether brought by or in the
name of the Registrant, a subsidiary or otherwise) in which a director or
officer is a witness or which is brought against a director or officer in his
or her capacity as a director, officer, employee, agent or fiduciary of the
Registrant or of any corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise which the director or officer was serving at
the request of the Registrant. Persons who are not directors or officers of
the Registrant may be similarly indemnified in respect of said service to the
extent authorized by the Board of Directors of the Registrant. Under the
MBCA, directors, officers, employees or agents are entitled to indemnification
against expenses (including attorney fees) whenever they successfully defend
legal proceedings brought against them by reason of the fact that they hold
such a position with the Registrant. In addition, with respect to actions not
brought by or in the right of the Registrant, indemnification is permitted
under the MBCA for expenses (including attorney fees), judgments, fines,
penalties and reasonable settlements if it is determined that the person
seeking indemnification acted in a good faith and in a manner he or she
reasonably believed to be in and not opposed to the best interest of the
Registrant or its shareholders and, with respect to criminal proceedings,
he or she had no reasonable cause to believe that his or her conduct
was unlawful. With respect to actions brought by or in the right of the
Registrant, indemnification is permitted under the MBCA for expenses
(including attorney fees) and reasonable settlement, if it is determined
that the person seeking indemnification acted in good faith and in a manner
he or she reasonably believed to be in and not opposed to the best interest
of the Registrant or its shareholders; provided, indemnification is not
permitted if the person is found liable to the Registrant, unless the court
in which the action or suit was brought has determined that indemnification
is fair and reasonable in view of all the circumstances of the case.
The MBCA and the Registrant's Articles of Incorporation also authorize
the Registrant to provide indemnification broader than that set forth in the
MBCA and the Articles of Incorporation. Pursuant to this authority, the
Registrant has entered into indemnification agreements with each of its
directors, which provide for the prompt indemnification to the fullest extent
permitted by applicable law and for the prompt advancement of expenses,
including reasonable attorney fees, incurred in connection with any proceeding
in which a director is a witness or which is brought against a director in
his or her capacity as a director, officer, employee, agent or fiduciary of
the Registrant or of any corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which the director is serving at
the request of the Registrant. Indemnification is permitted for expenses and
reasonable settlement amounts incurred in connection with a proceeding by or
in the right of the Registrant and for expenses, judgments, penalties, fines
and reasonable settlement amounts incurred in connection with the proceeding
other than by or in the right of the Registrant. Indemnification under the
indemnity agreements is conditioned on the director having acted in good faith
and in a manner he or she reasonably believes to be in or not opposed to the
best interest of the Registrant and, with respect to any criminal proceeding,
he or she had no reasonable cause to believe his or her conduct was unlawful.
The Articles of Incorporation of the Registrant also limit the personal
liability of members of its Board of Directors for monetary damages with
respect to claims by the Registrant or its shareholders resulting from certain
negligent acts or omissions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference is made to the Exhibit Index which appears on page S-6.
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
andthe offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination
of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934, and each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed by the Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Zeeland, State of Michigan, on
the 21st day of May, 1996.
HERMAN MILLER, INC.
By /S/Michael A. Volkema
Michael A. Volkema, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael A. Volkema and David L. Nelson, and
each of them, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission and any other
regulatory authority, granting unto said attorney-in-fact and agent, full
power and authority to do and perform each and every act and thing required
and necessary to be done in and about the premises, as fully to all intents
and purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his or her substitute,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 21, 1996, by the following
persons in the capacities indicated.
/S/Michael A. Volkema /S/Brian C. Walker
Michael A. Volkema, Director, Brian C. Walker, Executive Vice
President and Chief President (Principal Financial
Executive Vice President Officer and Principal Accounting
Executive Officer (Principal Officer)
Executive Officer)
/S/C. William Pollard /S/David L. Nelson
C. William Pollard, Director David L. Nelson, Director and
Chairman of the Board
/S/Ruth Alkema /S/Charles D. Ray
Ruth Alkema Reister, Director Charles D. Ray, M.D., Director
/S/J. Harold Chandler /S/William K. Brehm
J. Harold Chandler, Director William K. Brehm, Director
/S/ Dr. Alan M. Fern
Brian Griffiths, Lord Griffiths of Dr. Alan M. Fern, Director
Fforestfach, Director
/S/Dr. E. David Crocket /S/Richard H. Ruch
Dr. E. David Crockett, Director Richard H. Ruch, Director
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated June 30,
1995, included in Herman Miller, Inc.'s Form 10-K for the year ended June 3,
1995, and to all references to our Firm included in this Registration
Statement.
/S/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Grand Rapids, Michigan
May 22, 1996
EXHIBIT INDEX
The following exhibits are filed as a part of the Registration Statement:
Item 4 Herman Miller, Inc. Long-Term Incentive Plan
Item 5 Opinion of Varnum, Riddering, Schmidt & Howlett LLP with
respect to the legality of the securities being registered
Item 23.1 Consent of Arthur Andersen LLP - included on page S-5 hereof
Item 23.2 Consent of Varnum, Riddering, Schmidt & Howlett LLP (included
with the opinion filed as Exhibit 5)
Item 24 Power of Attorney - included on page S-4 hereof
HERMAN MILLER, INC.
LONG-TERM INCENTIVE PLAN
(as Amended 01/05/95)
EXHIBIT 4
TABLE OF CONTENTS
Page
ARTICLE 1: ESTABLISHMENT AND PURPOSE OF THE PLAN . . . . . . . .1
1.1 Establishment of the Plan . . . . . . . . . . . . . . . . 1
1.2 Purpose of the Plan . . . . . . . . . . . . . . . . . . . 1
1.3 Term of Plan. . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 2: DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE 3: ADMINISTRATION . . . . . . . . . . . . . . . . . . . . 3
3.1 The Committee . . . . . . . . . . . . . . . . . . . . . . 3
3.2 Committee Authority . . . . . . . . . . . . . . . . . . . 3
ARTICLE 4: COMMON STOCK SUBJECT TO THE PLAN . . . . . . . . . . . 4
ARTICLE 5: ELIGIBILITY. . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE 6: STOCK OPTIONS. . . . . . . . . . . . . . . . . . . . . 5
6.1 Options . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.2 Grants. . . . . . . . . . . . . . . . . . . . . . . . . . 5
6.3 Incentive Stock Options . . . . . . . . . . . . . . . . . 5
6.4 Terms of Options. . . . . . . . . . . . . . . . . . . . . 6
6.5 Reload Options. . . . . . . . . . . . . . . . . . . . . . 8
ARTICLE 7: STOCK APPRECIATION RIGHTS. . . . . . . . . . . . . . . 8
7.1 Grant of SARs . . . . . . . . . . . . . . . . . . . . . . 8
7.2 Payment of SAR Amount. . . . . . . . . . . . . . . . . . 9
7.3 Rule 16b-3 Requirements. . . . . . . . . . . . . . . . . 9
7.4 Nontransferability . . . . . . . . . . . . . . . . . . . 9
ARTICLE 8: RESTRICTED STOCK. . . . . . . . . . . . . . . . . . . 9
8.1 Awards of Restricted Stock . . . . . . . . . . . . . . . 9
8.2 Awards and Certificates. . . . . . . . . . . . . . . . . 10
8.3 Restrictions and Conditions. . . . . . . . . . . . . . . 10
ARTICLE 9: PERFORMANCE SHARES. . . . . . . . . . . . . . . . . . 11
9.1 Award of Performance Shares. . . . . . . . . . . . . . . 11
9.2 Terms and Conditions . . . . . . . . . . . . . . . . . . 11
ARTICLE 10: OTHER STOCK-BASED AWARDS. . . . . . . . . . . . . . . 12
10.1 Other Awards . . . . . . . . . . . . . . . . . . . . . . 12
10.2 Terms and Conditions . . . . . . . . . . . . . . . . . . 12
ARTICLE 11: TERMINATION OR AMENDMENT OF THE PLAN. . . . . . . . . 13
ARTICLE 12: UNFUNDED PLAN . . . . . . . . . . . . . . . . . . . . 13
ARTICLE 13: ADJUSTMENT PROVISIONS . . . . . . . . . . . . . . . . 14
13.1 Antidilution . . . . . . . . . . . . . . . . . . . . . . 14
13.2 Change in Control. . . . . . . . . . . . . . . . . . . . 14
13.3 Adjustments by Committee . . . . . . . . . . . . . . . . 14
ARTICLE 14: GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . 14
14.1 Legend . . . . . . . . . . . . . . . . . . . . . . . . . 14
14.2 No Right to Employment . . . . . . . . . . . . . . . . . 15
14.3 Withholding of Taxes . . . . . . . . . . . . . . . . . . 15
14.4 No Assignment of Benefits. . . . . . . . . . . . . . . . 15
14.5 Governing Law. . . . . . . . . . . . . . . . . . . . . . 15
14.6 Application of Funds . . . . . . . . . . . . . . . . . . 15
14.7 Rights as a Shareholder. . . . . . . . . . . . . . . . . 16
HERMAN MILLER, INC.
LONG-TERM INCENTIVE PLAN
ARTICLE 1
ESTABLISHMENT AND PURPOSE OF THE PLAN
1.1 Establishment of the Plan. Herman Miller, Inc., a Michigan
corporation (the "Company"), hereby establishes an incentive compensation
plan to be known as the "Herman Miller, Inc. Long-Term Incentive Plan" (the
"Plan"), as set forth in this document. The Plan permits the granting of
stock options, stock appreciation rights, restricted stock, and other stock-
based awards to key employees of the Company and its subsidiaries. Upon
approval by the Board of Directors of the Company, subject to ratification
by the affirmative vote of holders of a majority of shares of the Company's
Common Stock present and entitled to vote at the 1994 Annual Meeting of
Shareholders, the Plan shall become effective as of October 6, 1994 (the
"Effective Date").
1.2 Purpose of the Plan. The purpose of the Plan is to promote the long-
term success of the Company for the benefit of the Company's shareholders,
through stock-based compensation, by aligning the personal interests of the
Company's key employees with those of its shareholders. The Plan is also
designed to allow key employees to participate in the Company's future, as
well as to enable the Company to attract, retain and award such employees.
1.3 Term of Plan. No Awards shall be granted pursuant to the Plan on
or after the tenth anniversary of the Effective Date ("Termination Date"),
provided that Awards granted prior to the Termination Date may extend beyond
that date, and Cash Payment Rights and Reload Options may be effected pursuant
to the terms of Awards granted prior to the Termination Date.
ARTICLE 2
DEFINITIONS
For purposes of this Plan, the following terms shall have the meanings
set forth below:
2.1 "Award" shall mean any award under this Plan of any Options, Stock
Appreciation Rights, Restricted Stock, Performance Shares or Other Stock-Based
Award.
2.2 "Award Agreement" shall mean an agreement evidencing the grant of an
Award under this Plan. Awards under the Plan shall be evidenced by Award
Agreements that set forth the details, conditions and limitations for each
Award, as established by the Committee and shall be subject to the terms and
conditions of the Plan.
2.3 "Award Date" shall mean the date that an Award is made, as specified
in an Award Agreement.
2.4 "Board" shall mean the Board of Directors of the Company.
2.5 "Code" shall mean the Internal Revenue Code of 1986, as amended.
2.6 "Committee" shall mean the Committee, as specified in Article 3,
appointed by the Board to administer the Plan, no members of which shall be
eligible to receive an Award pursuant to the Plan.
2.7 "Common Stock" shall mean the Common Stock, $.20 par value per share,
of the Company.
2.8 "Disability" shall mean permanent and total disability as determined
under the rules and guidelines established by the Committee for purposes of
the Plan.
2.9 "Disinterested Person" shall have the meaning set forth in Rule
16b-3(c)(2), as promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934 (the "Exchange Act"), or any successor
definition adopted by the Commission.
2.10 "Fair Market Value" shall be the mean between the highest and lowest
sales prices per share of the Common Stock for such date on the National
Association of Securities Dealers Automated Quotation System or any successor
system then in use ("NASDAQ"). If no sale of shares of Common Stock is
reflected on the NASDAQ on a date, "Fair Market Value" shall be determined
on the next preceding day on which there was a sale of shares of Common Stock
reflected on NASDAQ.
2.11 "Incentive Stock Option" or "ISO" shall mean an option to purchase
shares of Common Stock granted under Article 6, which is designated as an
Incentive Stock Option and is intended to meet the requirements of Section
422 of the Code.
2.12 "Insider" shall mean an employee who is an officer (as defined in
Rule 16a-1(f) of the Exchange Act) or director of the Company, or holder of
more than ten percent (10%) of its outstanding shares of Common Stock.
2.13 "Nonqualified Stock Option" or "NQSO" shall mean an option to
purchase shares of Common Stock, granted under Article 6, which is not an
Incentive Stock Option.
2.14 "Option" means an Incentive Stock Option, a Nonqualified Stock
Option, or a Reload Option.
2.15 "Option Price" shall mean the price at which a share of Common Stock
may be purchased by a Participant pursuant to an Option, as determined by the
Committee.
2.16 "Other Stock-Based Award" shall mean an Award under Article 10 of
this Plan that is valued in whole or in part by reference to, or is payable
in or otherwise based on, Common Stock.
2.17 "Participant" shall mean an employee of the Company or a Subsidiary
who holds an outstanding Award granted under the Plan.
2.18 "Performance Shares" shall mean an Award granted under Article 9
of this Plan evidencing the right to receive Common Stock or cash of an
equivalent value at the end of a specified performance period.
2.19 "Reload Option" shall mean an Option that is awarded under the
conditions of Section 6.5 of the Plan.
2.20 "Retirement" shall mean the termination of a Participant's employment
with the Company or a Subsidiary after the Participant attains normal
retirement age as established by the Committee at the time an Award is made.
2.21 "Restricted Stock" shall mean an Award granted to a Participant
under Article 8 of this Plan.
2.22 "Stock Appreciation Right" or "SAR" shall mean an Award granted to
a Participant under Article 7 of this Plan.
2.23 "Subsidiary" shall mean any corporation in which the Company owns
directly, or indirectly through subsidiaries, at least fifty percent (50%) of
the total combined voting power of all classes of stock, or any other entity
(including, but not limited to, partnerships and joint ventures) in which the
Company owns at least fifty percent (50%) of the combined equity thereof.
2.24 "Termination of Employment" shall mean the termination of a
Participant's employment with the Company or a Subsidiary. A Participant
employed by a Subsidiary shall also be deemed to incur a Termination of
Employment if the Subsidiary ceases to be a Subsidiary and the Participant
does not immediately thereafter become an employee of the Company or another
Subsidiary.
ARTICLE 3
ADMINISTRATION
3.1 The Committee. The Plan shall be administered by a Committee
designated by the Board consisting of not less than three (3) directors who
shall be appointed from time to time by the Board, each of whom shall qualify
as a Disinterested Person.
3.2 Committee Authority. Subject to the Company's Articles of
Incorporation, Bylaws and the provisions of this Plan, the Committee shall
have full authority to grant Awards to key employees of the Company or a
Subsidiary. Awards may be granted singly, in combination, orin tandem. The
authority of the Committee shall include the following:
(a) To select the key employees of the Company or a Subsidiary to
whom Awards may be granted under the Plan;
(b) To determine whether and to what extent Options, Stock
Appreciation Rights, Restricted Stock, Performance Shares and Other
Stock-Based Awards, or any combination thereof are to be granted under
the Plan;
(c) To determine the number of shares of Common Stock to be covered
by each Award;
(d) To determine the terms and conditions of any Award Agreement,
including, but not limited to, the Option Price, any vesting restriction
or limitation, any vesting schedule or acceleration thereof, or any
forfeiture restrictions or waiver thereof, regarding any Award and the
shares Common Stock relating thereto, based on such factors as the
Committee shall determine in its sole discretion;
(e) To determine whether, to what extent and under what
circumstances grants of Awards are to operate on a tandem basis and/or
in conjunction with or apart from other cash compensation arrangement
made by Company other than under the terms of this Plan;
(f) To determine under what circumstances an Award may be settled
in cash, Common Stock, or a combination thereof; and
(g) To determine to what extent and under what circumstances shares
of Common Stock and other amounts payable with respect to an Award shall
be deferred.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of
the Plan and any Award issued under the Plan (including any Award Agreement)
and to otherwise supervise the administration of the Plan. A majority of the
Committee shall constitute a quorum, and the acts of a majority of a quorum
at any meeting, or acts reduced to or approved in writing by a majority of
the members of the Committee, shall be the valid acts of the Committee. The
interpretation and construction by the Committee of any provisions of the
Plan or any Award granted under the Plan shall be final and binding upon
the Company, the Board and Participants, including their respective heirs,
executors and assigns. No member of the Board or the Committee shall be
liable for any action or determination made in good faith with respect to
the Plan or an Award granted hereunder.
ARTICLE 4
COMMON STOCK SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 13.1, the maximum aggregate
number of shares of Common Stock which may be issued under this Plan shall
not exceed 1,250,000 shares, which may be either unauthorized and unissued
Common Stock or issued Common Stock reacquired by the Company ("Plan Shares").
Determinations as to the number of Plan Shares that remain available for
issuance under the Plan shall be made in accordance with such rules and
procedures as the Committee shall determine from time to time, which shall be
consistent with the requirements of Rule 16b-3 of the Exchange Act and such
interpretations thereof. If an Award expires unexercised or is forfeited,
cancelled, terminated or settled in cash in lieu of Common Stock, the shares
of Common Stock that were theretofore subject (or potentially subject)to
such Award may again be made subject to an Award Agreement; provided, however,
that any such shares subject to a forfeited or cancelled Award shall not again
be made subject to an Award Agreement to any Participant who received,
directly or indirectly, any of the benefits of ownership of the securities
underlying such Award, excluding the right to vote such shares.
ARTICLE 5
ELIGIBILITY
The persons who shall be eligible to receive Awards under the Plan shall
be such key employees of the Company or a Subsidiary as the Committee shall
select from time to time. In making such selections, the Committee shall
consider the nature of the services rendered by such employees, their present
and potential contribution to the Company's success and the success of the
particular Subsidiary or division of the Company by which they are employed,
and such other factors as the Committee in its discretion shall deem relevant.
Participants may hold more than one Award, but only on the terms and subject
to the restrictions set forth in the Plan and their respective Award
Agreements.
ARTICLE 6
STOCK OPTIONS
6.1 Options. Options may be granted alone or in addition to other Awards
granted under this Plan. Each Option granted under this Plan shall be either
an Incentive Stock Option (ISO) or a Nonqualified Stock Option (NQSO).
6.2 Grants. The Committee shall have the authority to grant to any
Participant one or more Incentive Stock Options, Nonqualified Stock Options,
or both types of Options. To the extent that any Option does not qualify as
an Incentive Stock Option (whether because of its provisions or the time or
manner of its exercise or otherwise), such Option or the portion thereof
which does not qualify shall constitute a separate Nonqualified Stock Option.
6.3 Incentive Stock Options. Anything in the Plan to the contrary
notwithstanding, no term of this Plan relating to Incentive Stock Options
shall be interpreted, amended or altered, nor shall any discretion or
authority granted under the Plan be so exercised, so as to disqualify the Plan
under Section 422 of the Code, or, without the consent of the Participants
affected, to disqualify any Incentive Stock Option under such Section 422.
An Incentive Stock Option shall not be granted to an individual who, on the
date of grant, owns stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company. The aggregate
Fair Market Value, determined on the Award Date of the shares of Common Stock
with respect to which one or more Incentive Stock Options (or other incentive
stock options within the meaning of Section 422 of the Code, under all other
option plans of the Company) granted on or after January 1, 1987, that are
exercisable for the first time by a Participant during any calendar year shall
not exceed the $100,000 limitation imposed by Section 422(d) of the Code.
6.4 Terms of Options. Options granted under the Plan shall be evidenced
by Award Agreements in such form as the Committee shall, from time to time
approve, which Agreement shall comply with and be subject to the following
terms and conditions:
(a) Participant's Agreement. Each Participant shall agree to remain
in the continuous employ of the Company for a period of at least twelve
(12) months from the Award Date or until Retirement, if Retirement occurs
prior to twelve (12) months from the date of the Option. Such Agreement
shall not impose upon the Company any obligation to retain the Participant
in its employ for any period.
(b) Option Price. The Option Price per share of Common Stock
purchasable under an Option shall be determined by the Committee at the
time of grant but shall be not less than one hundred percent (100%) of
the Fair Market Value of the Common Stock at the Award Date.
(c) Option Term. The term of each Option shall be fixed by the
Committee, but no Option shall be exercisable more than ten (10) years
after the date the Option is granted.
(d) Exercisability. Except as provided in Section 13.2, no Option
shall be exercisable in either in whole or in part prior to the first
anniversary of the Award Date. Thereafter, an Option shall be exercisable
at such time or times and subject to such terms and conditions as shall be
determined by the Committee and set forth in the Award Agreement. If the
Committee provides that any Option is exercisable only in installments,
the Committee may at any time waive such installment exercise provisions,
in whole or in part, based on such factors as the Committee may determine.
(e) Method of Exercise. Subject to whatever installment exercise
and waiting period provisions apply under subsection (d) above, Options
may be exercised in whole or in part at any time during the term of the
Option, by giving written notice of exercise to the Company specifying
the number of shares to be purchased. Such notice shall be accompanied
by payment in full of the purchase price in such form as the Committee may
accept. Notwithstanding the foregoing, an Option shall not be exercisable
with respect to less than 100 shares of Common Stock unless the remaining
shares covered by an Option are fewer than 100 shares. If and to the
extent determined by the Committee in its sole discretion at or after
grant, payment in full or in part may also be made in the form of Common
Stock owned by the Participant (and for which the Participant has good
title free and clear of any liens and encumbrances) or Restricted Stock,
or by reduction in the number of shares issuable upon such exercise based,
in each case, on the Fair Market Value of the Common Stock on the last
trading date preceding payment as determined by the Committee (without
regard to any forfeiture restrictions applicable to Restricted Stock).
No shares of stock shall be issued until payment has been made. A
Participant shall generally have the rights to dividends or other rights
of a shareholder with respect to shares subject to the Option when the
optionee has given written notice of exercise, has paid for such shares
as provided herein, and, if requested, has given the representation
described in Section 14.1 of the Plan. Notwithstanding the foregoing, if
payment in full or in part has been made in the form of Restricted Stock,
an equivalent number of shares of Common Stock issued on exercise of the
Option shall be subject to the same restrictions and conditions, and
during the remainder of the Restriction Period [as defined in Section
8.3(a)], applicable to the shares of Restricted Stock surrendered
therefor.
(f) Nontransferability of Options. No Option may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution. Further,
all Options shall be exercisable, during the Participant's lifetime, only
by such Participant.
(g) Termination of Employment for Reasons other than Retirement,
Disability, or Death. Upon Termination of Employment for any reason other
than Retirement or on account of Disability or death, each Option held by
the Participant shall, to the extent rights to purchase shares under such
Option have accrued at the date of such Termination of Employment and
shall not have been fully exercised, be exercisable, in whole or in part,
at any time within a period of three (3) months following Termination of
Employment, subject, however, to prior expiration of the term of such
Options and any other limitations on the exercise of such Options in
effect at the date of exercise. Whether an authorized leave of absence
or absence because of military or governmental service shall constitute
Termination of Employment for such purposes shall be determined by the
Committee, which determination shall be final and conclusive.
(h) Termination of Employment for Retirement or Disability. Upon
Termination of Employment by reason of Retirement or Disability, each
Option held by such Participant shall, to the extent rights to purchase
shares under the Option have accrued at the date of such Retirement or
Disability and shall not have been fully exercised, remain exercisable
in whole or in part, for a period of five (5) years following such
Termination of Employment, subject, however, to prior expiration according
to its terms and other limitations imposed by the Plan. If the Participant
dies after such Retirement or Disability, the Participant's Options shall
be exercisable in accordance with Section 6.4(i) below.
(i) Termination of Employment for Death. Upon Termination of
Employment due to death, each Option held by such Participant shall, to
the extent rights to purchase shares under the Options have accrued at
the date of death and shall not have been fully exercised, be exercisable,
in whole or in part, by the personal representative of the Participant's
estate or by any person or persons who shall have acquired the Option
directly from the Participant by bequest or inheritance only under the
following circumstances and during the following periods: (i) if the
Participant dies while employed by the Company or a Subsidiary, at any
time within five (5) years after his death, or (ii) if the Participant
dies during the extended exercise period following Termination of
Employment specified in Section 6.4(h), at any time within the longer of
such extended period or one (1) year after death, subject, however, in
any case, to the prior expiration of the term of the Option and any other
limitation on the exercise of such Option in effect at the date of
exercise.
(j) Termination of Options. Any Option that is not exercised within
whichever of the exercise periods specified in Sections 6.4(g), (h) or (i)
is applicable shall terminate upon expiration of such exercise period.
(k) Purchase and Settlement Provisions. The Committee may at any
time offer to purchase an Option previously granted, based on such terms
and conditions as the Committee shall establish and communicate to the
Participant at the time that such offer is made. In addition, if
an Award Agreement so provides at the Award Date or is thereafter amended
to so provide, the Committee may require that all or part of the shares
of Common Stock to be issued with respect to the exercise of an Option,
in an amount not greater than the Fair Market Value of the shares that is
in excess of the aggregate Option Price, take the form of Performance
Shares or Restricted Stock, which shall be valued on the date of exercise
on the basis of the Fair Market Value of such Performance Shares or
Restricted Stock determined without regard to the deferral limitations
and/or forfeiture restrictions involved.
6.5 Reload Options. Without in any way limiting the authority of the
Committee to make grants hereunder, and in order to induce employees to
retain ownership of shares of Common Stock, the Committee shall have the
authority (but not an obligation) to include within any Award Agreement a
provision entitling the Participant to a further Option (a "Reload Option")
in the event the Participant exercises the Option evidenced by the Award
Agreement, in whole or in part, by surrendering shares of Common Stock
previously owned by the Participant, in accordance with this Plan and the
terms and conditions of the Award Agreement. A Reload Option shall entitle
a Participant to purchase a number of shares of Common Stock equal to the
number of such shares so delivered upon exercise of the original Option and,
in the discretion of the Committee, the number of shares, if any, tendered
to the Company to satisfy any withholding tax liability arising in connection
with the exercise of the original Option. A Reload Option shall: (a) have an
Option Price of not less than one hundred percent (100%) of the per share
Fair Market Value of the Common Stock on the date of grant of such Reload
Option; (b) have a term not longer than the remaining term of the original
Option at the time of exercise thereof; (c) become exercisable in the event
the shares acquired upon exercise of the original Option are held for a
minimum period of time established by the Committee; and (d) be subject to
such other terms and conditions as the Committee may determine.
ARTICLE 7
STOCK APPRECIATION RIGHTS
7.1 Grant of SARs. The Committee may approve the grant of Stock
Appreciation Rights ("SARs") that are related to Options only. A SAR may be
granted only at the time of grant of the related Option. A SAR will entitle
the holder of the related Option, upon exercise of the SAR, to surrender such
Option, or any portion thereof to the extent unexercised, with respect to the
number of shares as to which such SAR is exercised, and to receive payment of
an amount computed pursuant to Section 7.2. Such Option will, to the extent
surrendered, then cease to be exercisable. Subject to Section 7.4, a SAR
granted hereunder will be exercisable at such time or times, and only to the
extent that a related Option is exercisable, and will not be transferable
except to the extent that such related Option may be transferable.
7.2 Payment of SAR Amount. Upon the exercise of a SAR, a Participant
shall be entitled to receive payment from the Company in an amount determined
by multiplying (i) the difference between the Fair Market Value of a share of
Common Stock on the date of exercise over the Option Price, by (ii) the number
of shares of Common Stock with respect to which the SAR is exercised. At the
discretion of the Committee, the payment upon SAR exercise may be in cash, in
shares of Common Stock of equivalent value, or in some combination thereof.
7.3 Rule 16b-3 Requirements. Notwithstanding any other provision of
the Plan, the Committee may impose such conditions on exercise of a SAR
(including, without limitation, the right of the Committee to limit the time
of exercise to specified period(s) as may be required to satisfy the
requirements of Rule 16b-3, any successor rule), under the Exchange Act.
Without limiting the foregoing, the Committee may determine that a SAR may
be exercised only during the period beginning on the third business day and
ending on the twelfth business day following the publication of the Company's
quarterly and annual summary financial information.
7.4 Nontransferability. No SAR may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by
the laws of descent and distribution. Further, all SARs shall be exercisable,
during the Participant's lifetime, only by such Participant.
ARTICLE 8
RESTRICTED STOCK
8.1 Awards of Restricted Stock. Shares of Restricted Stock may be issued
either alone or in addition to other Awards granted under the Plan. The
Committee shall determine the eligible persons to whom, and the time or times
at which, grants of Restricted Stock will be made, the number of shares to be
awarded, the price (if any) to be paid by the Participant, the time or times
within which such Awards may be subject to forfeiture, the vesting schedule
and rights to acceleration thereof, and all other terms and conditions of the
Awards. The Committee may condition the grant of Restricted Stock upon the
achievement of specific business objectives, measurements of individual or
business unit or Company performances, or such other factors as the Committee
may determine. The provisions of Restricted Stock awards need not be the same
with respect to each Participant, and such Awards to individual Participants
need not be the same in subsequent years.
8.2 Awards and Certificates. A prospective Participant selected to
receive a Restricted Stock shall not have any rights with respect to such
Award, unless and until such Participant has executed an Award Agreement
evidencing the Award and has delivered a fully executed copy thereof to the
Company, and has otherwise complied with the applicable terms and conditions
of such Award. Further, such Award shall be subject to the following
conditions:
(a) Acceptance. Awards of Restricted Stock must be accepted within
a period of 20 days (or such shorter period as the Committee may specify
at grant) after the Award Date, by executing an Award Agreement and by
paying whatever price (if any) the Committee has designated for such
shares of Restricted Stock.
(b) Legend. Each Participant receiving a Restricted Stock Award
shall be issued a stock certificate in respect of such shares of
Restricted Stock. Such certificate shall be registered in the name of
such Participant, and shall bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Award,
substantially in the following form:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions
(including forfeiture) of the Herman Miller, Inc. Long-Term
Incentive Plan and related Award Agreement entered into between
the registered owner and the Company, dated ___________. Copies
of such Plan and Agreement are on file in the offices of the
Company, 855 East Main Avenue, Zeeland, Michigan 49464."
(c) Custody. The Committee may require that the stock certificates
evidencing such shares be held in custody by the Company until the
restrictions thereon shall have lapsed, and that, as a condition of any
award of Restricted Stock, the Participant shall have delivered a duly
signed stock power, endorsed in blank, relating to the Common Stock
covered by such Award.
8.3 Restrictions and Conditions. The shares of Restricted Stock awarded
pursuant to this Plan shall be subject to the following restrictions and
conditions:
(a) Restriction Period. Subject to the provisions of this Plan and
the Award Agreement, during a period set by the Committee commencing with
the Award Date and expiring not less than four (4) consecutive years
thereafter (the "Restriction Period"), the Participant shall not be
permitted to sell, transfer, pledge, or assign shares of Restricted Stock
awarded under this Plan. Subject to these limits, the Committee, in its
sole discretion, may provide for the lapse of such restrictions in
installments and may accelerate or waive such restrictions in whole
or in part, based on service, performance and/or such other factors or
criteria as the Committee may determine.
(b) Rights as Shareholder. Except as provided in this subsection
(b) and subsection (a) above, the Participant shall have, with respect to
the shares of Restricted Stock, all of the rights of a holder of shares of
Common Stock of the Company including the right to receive any dividends.
The Committee, in its sole discretion, as determined at the time of Award,
may permit or require the payment of dividends to be deferred. If any
dividends or other distributions are paid in shares of Common Stock, such
shares shall be subject to the same restrictions on transferability and
forfeitability as the shares of Restricted Stock with respect to which
they were paid.
(c) Termination of Employment. Subject to the applicable provisions
of the Award Agreement and this Article 8, upon Termination of Employment
for any reason during the Restriction Period, all Restricted Shares still
subject to restriction will vest or be forfeited in accordance with the
terms and conditions established by the Committee as specified in the
Award Agreement.
(d) Lapse of Restrictions. If and when the Restriction Period
expires without a prior forfeiture of the Restricted Stock, the
certificates for such shares shall be delivered to the Participant.
ARTICLE 9
PERFORMANCE SHARES
9.1 Award of Performance Shares. Performance Shares may be awarded
either alone or in addition to other Awards granted under this Plan. The
Committee shall determine the eligible persons to whom and the time or times
at which Performance Shares shall be awarded, the number of Performance Shares
to be awarded to any person, the duration of the period (the "Performance
Period") during which, and the conditions under which, receipt of the
Performance Shares will be deferred, and the other terms and conditions of
the Award in addition to those set forth in Section 9.2, as specified in the
Award Agreement. The Committee may condition the grant of Performance Shares
upon the achievement of specific business objectives, measurements of
individual or business unit or Company performance, or such other factors
or criteria as the Committee shall determine. The provisions of the award
of Performance Shares need not be the same with respect to each Participant,
and such Awards to individual Participants need not be the same in subsequent
years.
9.2 Terms and Conditions. Performance Shares awarded pursuant to this
Article 9 shall be subject to the following terms and conditions:
(a) Nontransferability. Subject to the provisions of this Plan and
the related Award Agreement, Performance Shares may not be sold, assigned,
transferred, pledged or otherwise encumbered during the Performance
Period. At the expiration of the Performance Period, share certificates
or cash of an equivalent value (as the Committee may determine in its sole
discretion) shall be delivered to the Participant, or his legal
representative, in a number equal to the shares covered by the Award
Agreement.
(b) Dividends. Unless otherwise determined by the Committee at the
time of Award, amounts equal to any cash dividends declared during the
Performance Period with respect to the number of shares of Common Stock
covered by a Performance Share Award will not be paid to the Participant.
(c) Termination of Employment. Subject to the provisions of the
Award Agreement and this Article 9, upon Termination of Employment for any
reason during the Performance Period for a given Award, the Performance
Shares in question will vest or be forfeited in accordance with the terms
and conditions established by the Committee at or after grant.
(d) Accelerated Vesting. Based on service, performance and/or such
other factors or criteria as the Committee may determine and set forth in
the Award Agreement, the Committee may, at or after grant, accelerate the
vesting of all or any part of any award of Performance Shares and/or waive
the deferral limitations for all or any part of such Award.
ARTICLE 10
OTHER STOCK-BASED AWARDS
10.1 Other Awards. Other Awards of Common Stock and other Awards that are
valued in whole or in part by reference to, or are payable in or otherwise
based on, Common Stock ("Other Stock-Based Awards"), may be granted either
alone or in addition to or in tandem with Options, SARs, Restricted Stock or
Performance Shares. Subject to the provisions of this Plan, the Committee
shall have authority to determine the persons to whom and the time or times at
which such Awards shall be made, the number of shares of Common Stock to be
awarded pursuant to such awards, and all other conditions of the Awards. The
Committee may also provide for the grant of Common Stock under such Awards
upon the completion of a specified performance period. The provisions of
Other Stock-Based Awards need not be the same with respect to each Participant
and such Awards to individual Participants need not be the same in subsequent
years.
10.2 Terms and Conditions. Other Stock-Based Awards made pursuant to this
Article 10 shall be set forth in an Award Agreement and shall be subject to
the following terms and conditions:
(a) Nontransferability. Subject to the provisions of this Plan and
the Award Agreement, shares of Common Stock subject to Awards made under
this Article 10 may not be sold, assigned, transferred, pledged, or
otherwise encumbered prior to the date on which the shares are issued,
or, if later, the date on which any applicable restriction, performance
or deferral period lapses.
(b) Dividends. Unless otherwise determined by the Committee at the
time of Award, subject to the provisions of this Plan and the Award
Agreement, the recipient of an Award under this Article 10 shall be
entitled to receive, currently or on a deferred stock basis, dividends
or other distributions with respect to the number of shares of Common
Stock covered by the Award.
(c) Vesting. Any Award under this Article 10 and any Common Stock
covered by any such Award shall vest or be forfeited to the extent so
provided in the Award Agreement, as determined by the Committee, in its
sole discretion.
(d) Waiver of Limitation. In the event of the Participant's
Retirement, Disability or death, or in cases of special circumstances,
the Committee may, in its sole discretion, waive in whole or in part any
or all of the limitations imposed hereunder (if any) with respect to any
or all of an Award under this Article 10.
(e) Price. Common Stock issued or sold under this Article 10 may
be issued or sold for no cash consideration or such consideration as the
Committee shall determine and specify in the Award Agreement.
ARTICLE 11
TERMINATION OR AMENDMENT OF THE PLAN
The Board may at any time amend, discontinue or terminate this Plan or any
part thereof (including any amendment deemed necessary to ensure that the
Company may comply with any applicable regulatory requirement);
provided, however, that, unless otherwise required by law, the rights of a
Participant with respect to Awards granted prior to such amendment,
discontinuance or termination, may not be impaired without the consent of
such Participant and, provided further, without the approval of the Company's
shareholders, no amendment may be made which would (i) increase the aggregate
number of shares of Common Stock that may be issued under this Plan (except by
operation of Section 13.1); (ii) change the definition of employees eligible
to receive Awards under this Plan; (iii) decrease the option price of any
Option to less than one hundred percent (100%) of the Fair Market Value on
the date of grant for an Option; (iv) extend the maximum option period under
Section 6.4(c) of the Plan; or (v) otherwise materially increase the benefits
accruing to Participants under the Plan. The Committee may amend the terms
of any Award theretofore granted, prospectively or retroactively, but, subject
to Section 13.2, no such amendment or other action by the Committee shall
impair the rights of any Participant without the Participant's consent.
Awards may not be granted under the Plan after the Termination Date, but
Awards granted prior to such date shall remain in effect or become exercisable
pursuant to their respective terms and the terms of this Plan.
ARTICLE 12
UNFUNDED PLAN
This Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payment not yet made to a
Participant by the Company, nothing contained herein shall give any such
Participant any rights that are greater than those of a general creditor of
the Company.
ARTICLE 13
ADJUSTMENT PROVISIONS
13.1 Antidilution. Subject to the provisions of this Article 13, if the
outstanding shares of Common Stock are increased, decreased, or exchanged for
a different number or kind of shares or other securities, or if additional
shares or new or different shares or other securities are distributed with
respect to such shares of Common Stock or other securities, through merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock
split, reverse stock split or other distribution with respect to such shares
of Common Stock or other securities, an appropriate and proportionate
adjustment may be made in (i) the maximum number and kind of shares provided
in Article 4 of the Plan, (ii) the number and kind of shares or other
securities subject to the then outstanding Awards, and (iii) the price for
each share or other unit of any other securities subject to the then
outstanding Awards.
13.2 Change in Control. Notwithstanding Section 13.1, upon dissolution or
liquidation of the Company, or upon a reorganization, merger, or consolidation
of the Company with one or more corporations as a result of which the Company
is not the surviving corporation, or upon the sale of all or substantially
all the assets of the Company, all Awards then outstanding under the Plan will
be fully vested and exercisable and all restrictions will immediately cease,
unless provisions are made in connection with such transaction for the
continuance of the Plan and the assumption of or the substitution for such
Awards of new Awards covering the stock of a successor employer
corporation, or a parent or subsidiary thereof, with appropriate adjustments
as to the number and kind of shares and prices.
13.3 Adjustments by Committee. Any adjustments pursuant to this Article
13 will be made by the Committee, whose determination as to what adjustments
will be made and the extent thereof will be final, binding, and conclusive.
No fractional interest will be issued under the Plan on account of any such
adjustments. Only cash payments will be made in lieu of fractional shares.
ARTICLE 14
GENERAL PROVISIONS
14.1 Legend. The Committee may require each person purchasing shares
pursuant to an Award under the Plan to represent to and agree with the Company
in writing that the Participant is acquiring the shares without a view to
distribution thereof. In addition to any legend required by this Plan, the
certificates for such shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer.
All certificates for shares of Common Stock delivered under the Plan
shall be subject to such stock transfer orders and other restrictions as
the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange
upon which the Stock is then listed, any applicable Federal or state
securities law, and any applicable corporate law, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.
14.2 No Right to Employment. Neither this Plan nor the grant of any Award
hereunder shall give any Participant or other employee any right with respect
to continuance of employment by the Company or any Subsidiary, nor shall
there be a limitation in any way on the right of the Company or any Subsidiary
by which an employee is employed to terminate his or her employment at any
time.
14.3 Withholding of Taxes. The Company shall have the right to deduct
from any payment to be made pursuant to this Plan, or to otherwise require,
prior to the issuance or delivery of any shares of Common Stock or the payment
of any cash hereunder, payment by the Participant of, any Federal, state or
local taxes required by law to be withheld. Unless otherwise prohibited
by the Committee, each Participant may satisfy any such withholding tax
obligation by any of the following means or by a combination of such means:
(a) tendering a cash payment; (b) authorizing the Company to withhold from
the shares otherwise issuable to the Participant a number of shares having a
Fair Market Value as of the "Tax Date", less than or equal to the amount of
the withholding tax obligation; or (c) delivering to the Company unencumbered
shares owned by the Participant having a Fair Market Value, as of the Tax
Date, less than or equal to the amount of the withholding tax obligation.
The "Tax Date" shall be the date that the amount of tax to be withheld is
determined. If a Participant is an Insider, his or her election to pay the
withholding tax obligation by either of the latter two means of payment shall
be irrevocable, may be disapproved by the Committee, and must be made either
six months prior to the Tax Date or during the period beginning on the third
business day following the date of release of the Company's quarterly or
annual summary statement of sales and earnings and ending on the
twelfth business day following such date, provided that no such election may
be made within six months of an Award Date.
14.4 No Assignment of Benefits. No Option, Award or other benefit payable
under this Plan shall, except as otherwise specifically transfer, provided by
law, be subject in any manner to anticipation, alienation, attachment, sale,
transfer, assignment, pledge, encumbrance or charge, and any attempt to
anticipate, alienate, attach, sell, transfer, assign, pledge, encumber or
charge, any such benefits shall be void, and any such benefit shall not in
any manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of any person who shall be entitled to such benefit, nor
shall it be subject to attachment or legal process for or against such person.
14.5 Governing Law. This Plan and actions taken in connection herewith
shall be governed and construed in accordance with the laws and in the courts
of the state of Michigan.
14.6 Application of Funds. The proceeds received by the Company from the
sale of shares of Common Stock pursuant to Awards granted under this Plan
will be used for general corporate purposes.
14.7 Rights as a Shareholder. Except as otherwise provided in an Award
Agreement, a Participant shall have no rights as a shareholder of the Company
until he or she becomes the holder of record of Common Stock.
May 22, 1996
Herman Miller, Inc.
855 East Main Avenue
P.O. Box 302
Zeeland, Michigan 49464
Re: Registration Statement on Form S-8 Relating to the Herman
Miller, Inc. Long-Term Incentive Plan (the "Plan")
Gentlemen:
With respect to the Registration Statement on Form S-8 (the "Registration
Statement) filed by Herman Miller, Inc., a Michigan corporation (the
"Company") with the Securities and Exchange Commission, for the purpose of
registering under the Securities Act of 1933, as amended, 1,250,000 shares of
the Company's common stock, par value $.20 per share, for issuance pursuant
to the Plan, we have examined such documents and questions of law we consider
necessary or appropriate for the purpose of giving this opinion. On the
basis of such evaluation, we advise you that in our opinion the 1,250,000
shares covered by the Registration Statement, upon the exercise of stock
options, at the prices described in the Registration Statement but not less
than the par value thereof, and upon delivery of such shares and payment
therefor in accordance with the terms stated in the Plan and the Registration
Statement, will be duly and legally authorized, issued and outstanding, and
will be fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or under the rules and
regulations of the Securities and Exchange Commission relating thereto.
Sincerely,
VARNUM, RIDDERING, SCHMIDT & HOWLETTLLP
/S/Michael G. Wooldridge
Michael G. Wooldridge, Partner
EXHIBIT 5