exhibit 10. 40 summary of compensation for the board of directors of steelcase inc. non - employee directors are compensated annually as follows. annual retainers type of compensation director board chair board annual retainer $ 80, 000 $ 150, 000 committee chair annual retainers : audit committee $ 10, 000 compensation committee $ 7, 500 nominating and corporate governance committee $ 5, 000 on january 29, 2009, the company ’ s board of directors approved a 15 % decrease in the annual board retainer of the board chair and the other non - employee members of the company ’ s board of directors. these changes will take effect on march 1, 2009 for a period of one year and are as follows : • the annual retainer for the board chair will decrease from $ 150, 000 to $ 127, 500 ; and • the annual board retainer for the other non - employee directors will decrease from $ 80, 000 to $ 68, 000. board annual retainers and committee chair annual retainers shall be paid on a quarterly basis in advance, 50 % in cash and the remaining 50 % in either : • a deemed investment in steelcase inc. class a common stock under the steelcase inc. non - employee director deferred compensation plan ; or • steelcase inc. class a common stock issued under the steelcase inc. incentive compensation plan. the stock or deemed investment shall be subject to the expectation that it will be held for the length of board service. all shares granted to directors as part of their non - cash director compensation shall be granted in the form of steelcase inc. class a common stock, pursuant to the steelcase inc. incentive compensation plan. the number of shares of class a common stock to be awarded shall be calculated using the fair market value, as defined in the steelcase inc. incentive compensation plan, of such shares on the date on which the quarterly payment is made. meeting fees and expenses each director ( including committee chairs but excluding the board chair ) will receive $ 1, 500 per committee meeting attended, paid in cash. additionally, all directors ( including committee chairs and the board chair ) will be reimbursed for out - of - pocket expenses incurred to attend board and committee meetings, paid in cash. payments payments ( of cash and stock ) shall be made on or about the 10th day of the month of march, september and december. june payments shall be deferred until and paid on or about the 30th of june, in